-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4A2toBhbERqlQN7N8N8bIOuOwx7QaFjtlj0Hb+A+CDb5sTA5XiZ+yJmvFOk3XX3 G9DSFjoapeYs94mGxaRPNQ== 0000355019-09-000017.txt : 20091215 0000355019-09-000017.hdr.sgml : 20091215 20091214182922 ACCESSION NUMBER: 0000355019-09-000017 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20091215 DATE AS OF CHANGE: 20091214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FONAR CORP CENTRAL INDEX KEY: 0000355019 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 112464137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10248 FILM NUMBER: 091240003 BUSINESS ADDRESS: STREET 1: 110 MARCUS DR CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 6316942929 MAIL ADDRESS: STREET 1: 110 MARCUS DRIVE CITY: MELVILLE STATE: NY ZIP: 11747 10-K/A 1 a-10ka.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 10-K/A _____________________ [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended June 30, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from _______ to _______ Commission File No. 0-10248 ___________________________ FONAR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 11-2464137 (State of incorporation) (IRS Employer Identification Number) 110 Marcus Drive, Melville, New York 11747 (Address of principal executive offices) (Zip Code) (631) 694-2929 (Registrant's telephone number, including area code) ____________________________________________________ Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.0001 per share Securities registered pursuant to Section 12(g) of the Act: None ________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ___ No _X_ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ___ No _X_ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K, {section}229.405 of this Chapter, is not contained, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this 10-K or any amendment to the Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___(Do not check if a smaller reporting company) Smaller reporting company _X_ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No _X_ The aggregate market value of the shares of Common Stock held by non-affiliates as of December 31, 2008 based on the closing price of $0.83 per share on such date as reported on the NASDAQ System, was approximately $4.0 million. The other outstanding classes do not have a readily determinable market value. As of September 30, 2009, 4,906,275 shares of Common Stock, 158 shares of Class B Common Stock, 382,513 shares of Class C Common Stock and 313,451 shares of Class A Non-voting Preferred Stock of the registrant were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None REASON FOR AMENDMENT Fonar Corporation is amending its 10-K/A to include certain language in Exhibit 31.1. referring to internal control over financial reporting, in accordance with comments made by the SEC. Since Exhibit 31.1. is the only part of the 10- K/A being amended, the amended Exhibit 31.1 is the only item in the 10-K/A included in this amendment. PART IV ITEM 15 c) EXHIBIT 31.1 Section 302 Certification. See Exhibits. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized. FONAR CORPORATION Dated: December 14, 2009 By: /s/Raymond v. Damadian Raymond V. Damadian, President Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Raymond V. Damadian Chairman of the December 14, 2009 Raymond V. Damadian Board of Directors, President, Director Principal Executive Officer and Acting Principal Financial Officer) /s/Claudette J.V. Chan Director and December 14, 2009 Claudette J.V. Chan Secretary /s/Robert J. Janoff Director December 14, 2009 Robert J. Janoff /s/Charles N. O'Data Director December 14, 2009 Charles N. O'Data /s/ Robert Djerejian Director December 14, 2009 Robert Djerejian EX-31 2 exhib-31.txt Exhibit 31.1 CERTIFICATION I, Raymond V. Damadian, certify that: 1. I have reviewed this annual report on Form 10-K of Fonar Corporation; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements made, not misleading with respect to the period covered by this annual report; and 3. Based on my knowledge, the financial statements, and other financial information, included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report. 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(f) for the registrant and I have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: December 14, 2009 /s/Raymond V. Damadian Raymond V. Damadian President, Principal Executive Officer and Acting Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----