SCHEDULE 14A INFORMATION

Proxy  Statement Pursuant to section 14(a) of the Securities and Exchange Act of
1934 (Amendment No. )

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    Rule 14a-6(e)(2))
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                               Fonar Corporation
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

                ------------------------------------------------
     Name of Person(s) Filing Proxy Statement if other than the Registrant

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                               FONAR CORPORATION
                                110 Marcus Drive
                            Melville, New York 11747
                                 (631) 694-2929


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                 June 25, 2012

To The Stockholders:

The  Annual Meeting of the stockholders of Fonar Corporation will be held at the
Double  Tree  Hotel,  Wilmington Downtown, 700 King Street, Wilmington, Delaware
19801  (302-655-0400),  on  June  25,  2012,  at  10:00  a.m. local time for the
following purposes:

1. To elect five Directors to the Board of
   Directors.

2.  To  ratify  the  selection  of  Marcum LLP as the Company's auditors for the
fiscal year ended June 30, 2012.

3. To transact such other business as may properly come before the meeting.

Only  stockholders  of  record  at  the  close of business on April 27, 2012 are
entitled to notice of, and to vote at, this meeting. A list of such stockholders
will  be available for examination by any stockholder for any purpose germane to
the  meeting,  during  normal  business  hours,  at  the principal office of the
Company, 110 Marcus Drive, Melville, New York, for a period of ten days prior to
the meeting.

Whether  or  not you expect to attend in person, we urge you to vote your shares
at  your earliest convenience. You may vote by internet, by phone or by signing,
dating,  and  returning  your  proxy  at  your  earliest  convenience. Voting by
internet,  telephone  or mail will not prevent you from voting your stock at the
meeting if you desire to do so, as your proxy is revocable at your option.

                          BY ORDER OF THE BOARD OF DIRECTORS

                         /s/ Claudette J.V. Chan
                         Claudette J.V. Chan, Secretary


                                PROXY STATEMENT
                             FOR ANNUAL MEETING OF
                     STOCKHOLDERS TO BE HELD June 25, 2012

This  proxy statement, which is first being made available to shareholders on or
about  May  11,  2012  on  the  internet,  is  furnished  in connection with the
solicitation  of  proxies  by  the  Board of Directors of Fonar Corporation (the
"Company"), to be voted at the annual meeting of the stockholders of the Company
to be held at 10:00 a.m. on June 25, 2012 and any adjournment(s) thereof for the
purposes set forth in the accompanying Notice of Annual Meeting of Stockholders.
At  the  same  time a paper notice regarding the availability of proxy materials
will  be  mailed  to  stockholders.  Stockholders who execute proxies retain the
right  to  revoke them at any time prior to the exercise of the powers conferred
thereby. The cost of solicitation of proxies is to be borne by the Company.

The  stockholders  will have several options as to how to view the materials and
vote their shares.

This  year,  the  Company  is  posting  the  Notice  of Annual Meeting and Proxy
Statement,  together  with  the  Annual Report on the internet. You may read the
materials  online  or  print  out a copy. You will also have the ability to vote
online.

In  the alternative, you may elect to receive an e-mail or the traditional paper
copies  of  the  Notice  of  Annual  Meeting and Proxy Statement, and the Annual
Report.  There  is  no charge for receiving e-mail or paper copies, BUT you must
request  them  if  you  want them. To facilitate timely delivery please make the
request as instructed on or before June 11, 2012.

To  view  the  materials  and  vote  on  the internet, have the 12 Digit Control
Number(s)  located  on  the Notice Regarding the Availability of Proxy Materials
available and visit: www.proxyvote.com.

Stockholders may request a copy of the Proxy Materials:

1.       By internet - visit www.proxy.com
2.       By telephone - 1-800-579-1639
3.       By e-mail - sendmaterial@proxyvote.com

Only  stockholders  of record at the close of business on April 27, 2012 will be
entitled to vote at the meeting. Shares of Common Stock are entitled to one vote
per  share,  shares  of Class B Common Stock are entitled to ten votes per share
and  shares of Class C Common Stock are entitled to twenty-five votes per share.
At  the  close  of business on April 27, 2011, there were issued and outstanding
5,861,262  shares  of  Common  Stock  held  of  record  by  approximately  2,600
stockholders,  158  shares  of  Class  B  Common  Stock  held  of  record  by 12
stockholders  and  382,513  shares  of  Class C Common Stock held of record by 3
stockholders.  The  shares  of Class A Nonvoting Preferred Stock, 313,438 shares
held  of  record by approximately 2,443 stockholders at the close of business on
April  27,  2012,  are  not  entitled  to vote. Except for the shares of Class A
Nonvoting  Preferred  Stock,  there  are no shares of Preferred Stock issued and
outstanding.

All shares of HMCA's issued and outstanding Common Stock are owned by Fonar.

Any  proxy  may  be  revoked at any time before it is exercised by delivery of a
written  instrument of revocation or a later dated proxy to the Secretary of the
Company  at  the principal executive office of the Company or, while the meeting
is  in session, to the Secretary of the meeting, without, however, affecting any
vote  previously  taken.  The  presence of a stockholder at the meeting will not
operate  to  revoke  his  proxy. The casting of a ballot by a stockholder who is
present  at  the  meeting,  however,  will  revoke his proxy, but only as to the
matters  on  which the ballot is cast and not as to any matters on which he does
not cast a ballot or as to matters previously voted upon.

Proxies  received  by management will be voted at the meeting or any adjournment
thereof.  EACH  PROXY  WILL  BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE
THEREIN  BY  THE  PERSON GIVING THE PROXY. TO THE EXTENT NO CHOICE IS SPECIFIED,
HOWEVER, THE PROXY WILL BE VOTED FOR MANAGEMENT'S PROPOSALS. All of management's
proposals have been unanimously approved by the Board of Directors.

1. ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

Five directors are to be elected at the annual meeting, to hold office until the
next  annual  meeting of stockholders and until their successors are elected and
qualified.  It is intended that the accompanying proxy will be voted in favor of
the following nominees to serve as directors unless the stockholder indicates to
the  contrary  on  the  proxy.  All  of  the  nominees  are currently directors.
Management expects that each of the nominees will be available for election.

NOMINEES FOR DIRECTORS AND OFFICERS

Raymond  V.  Damadian,  M.D.  (age  76),  a  nominee  for Director, has been the
Chairman  of  the Board and President of FONAR since its inception and Treasurer
since  February,  2001. Dr. Damadian received an M.D. degree in 1960 from Albert
Einstein  College  of  Medicine, New York, and a B.S. degree in mathematics from
the  University  of  Wisconsin  in  1956.  In  addition,  Dr. Damadian conducted
post-graduate  work  at  Harvard University, where he studied extensively in the
fields of physics, mathematics and electronics. Dr. Damadian is a 1988 recipient
of  the  National Medal of Technology and in 1989 was inducted into the National
Inventors  Hall  of Fame, for his contributions in conceiving and developing the
application  of  magnetic resonance technology to medical applications including
whole  body  scanning  and diagnostic imaging. Dr. Damadian is also the director
and  sole  officer of the Company's subsidiary, Health Management Corporation of
America ("HMCA").

Claudette  J.V.  Chan  (age  74), a nominee for Director, has been a Director of
FONAR  since  October  1987.  She  also  has  been  the Secretary of FONAR since
January,  2008.  Mrs.  Chan  has  been  employed  since  1992  by  HMCA  and its
predecessor,  Raymond  V. Damadian, M.D. MR Scanning Centers Management Company,
as  "site  inspector,"  in which capacity she is responsible for supervising and
implementing  standard  procedures  and  policies for MRI scanning centers. From
1989  to  1994  Mrs.  Chan  was  employed  by  St.  Matthew's  and St. Timothy's
Neighborhood  Center,  Inc.,  as  the  director  of  volunteers in the "Meals on
Wheels"  program, a program which cares for the elderly. She received a bachelor
of  science  degree in nursing from Cornell University in 1960. Mrs. Chan is the
sister of Raymond V. Damadian.

Robert  J. Janoff (age 84), a nominee for Director, has been a Director of FONAR
since  February,  1989.  Mr.  Janoff  has  been  a  self-employed New York State
licensed  private  investigator for more than thirty-five years and was a Senior
Adjustor  in  Empire  Insurance Group for more than 15 years until retiring from
that  position  on  July 1, 1997. Mr. Janoff also served, from June 1985 to June
1991,  as  President  of  Action Data Management Strategies, Ltd., a supplier of
computer  programs  for  use  by  insurance  companies. Mr. Janoff is a Director
Emeritus  of  Harmony  Heights  of  Oyster  Bay,  New York, which is a nonprofit
residential school for girls with learning disabilities.

Charles N. O'Data (age 76), a nominee for Director, has been a Director of FONAR
since  February,  1998. From 1968 to 1997, Mr. O'Data was the Vice President for
Development  for  Geneva  College,  a  liberal  arts  college located in western
Pennsylvania.  In  that  capacity,  he  acted  as the College's chief investment
officer.  His  responsibilities  included  management of the College's endowment
fund  and  fund  raising.  In  July 1997, Mr. O'Data retired from Geneva College
after 36 years of service to assume the position of National Sales Executive for
SC  Johnson Company's Professional Markets Group (a unit of SC Johnson Wax), and
specialized  in  healthcare  and  education  sales, a position he held until the
spring  of  1999.  Mr.  O'Data  presently  serves  as  Director of Philanthropic
Advisors  for McKinley Carter Wealth Services a regional wealth management firm.
He  founded  The  Beaver County Foundation, a Community Foundation, in 1992, and
serves  as  its  President.  Mr.  O'Data served as a director of Heritage Valley
Health System, The Medical Center, Beaver for 25 years, three years as Chairman.
Mr.  O'Data  is a graduate of Geneva College, where he received a B.S. degree in
Economics in 1958.

Robert  Djerejian  served as a Director for Fonar from June 2002 until his death
at the age of 80 on August 21, 2011.

Ronald  G. Lehman (age 35), a nominee for Director, has been a Director of Fonar
since  April,  2012,  when  he  was  unanimously appointed by the remaining four
Directors to fill the vacancy resulting from the death of former Director Robert
Djerejian.  From October, 2009 to the present, Mr. Lehman has served as Managing
Director  of  Investment  Banking  with  Bruderman Brothers, Inc., a private New
York-based  broker-dealer registered with the Securities and Exchange Commission
and which is a member of the Financial Industry Regulatory authority (FINRA) and
the  Securities  Investor  Protection  Corporation  (SIPC).  Mr. Lehman directly
manages  all  facets of the firm's transaction processes, from deal origination,
to  sourcing  capital, to negotiating deal structures, through documentation and
closing.  The  firm  provides  buy  and sell-side advisory, capital raising, and
consulting  services to lower middle-market companies. Mr. Lehman specializes in
advising    healthcare   services   companies   and   has   recently   completed
recapitalizations.   He   also  participates  in  the  firm's  merchant  banking
investments  and  oversees many of these assignments. From May, 2008 to October,
2009,  Mr.  Lehman  served  as  Senior  Vice President of Acquisitions at Health
Diagnostics,  LLC,  where  he  managed  the  company's acquisition and corporate
finance activities. From March, 2000 to May, 2008, Mr. Lehman worked for various
Bruderman  entities as a buy and sell-side advisor and as a principal in several
private  equity  transactions.  From  September, 1998 to March, 2000, Mr. Lehman
worked at Deutsche Bank Securities, Inc. and last held the position of Associate
in  their  Global  Custody  Group. Mr. Lehman graduated from Columbia University
with a B.A. in 1998.

CORPORATE GOVERNANCE, THE BOARD AND ITS COMMITTEES

All  of  the  nominees are presently directors of the Company. The five nominees
will  be  elected  to hold office for the ensuing year or until their respective
successors  are  elected and qualified. Of the five nominees, Messrs. Charles N.
O'Data, Robert J. Janoff and Ronald G. Lehman are independent, as defined in the
Securities and Exchange Commission Regulations and Nasdaq Market Place Rules. In
making  such  determinations,  there  were  no  transactions,  relationships  or
arrangements  not  disclosed in our SEC filings to be considered by the Board of
Directors, in determining whether the director was independent.

BOARD MEETINGS

During  the  year  ended  June  30,  2011,  the  Board  of Directors unanimously
consented  to  take  action in lieu of a meeting on two occasions, and the audit
committee met four times.

The attendance of the Board of Directors at annual meetings is not required. The
Chairman  of the Board and Chief Executive Officer, however, has always attended
the annual meeting of stockholders where he acts as Chairman of the Meeting.

Dr.  Damadian  receives  no  compensation  for  serving  on the Board. The other
directors  are each paid $20,000 per year in their capacities as directors. This
is the sole compensation payable to the directors.

Board Leadership Structure. The current Board Chairman, Dr. Raymond V. Damadian,
is  also  the  current  President and Chief Executive Officer of the Company. In
addition,  although  the  Company  has not selected a lead independent director,
Charles  N.  O'Data,  in  his  capacity  as  Chairman  of  the  Audit Committee,
effectively  functions  as such. The Company believes that the Company's current
model  of  the combined Chairman/Chief Executive Officer role is the appropriate
leadership  structure  for  the  Company at this time. The Company believes that
each  of  the possible leadership structures for a board has its particular pros
and cons, which must be considered in the context of the specific circumstances,
culture  and  challenges  facing  a  company,  and  that such consideration fall
squarely  on  the shoulders of a company's board and necessitates a diversity of
views and experiences. The combined Chairman/Chief Executive Officers model is a
leadership  model  that  has served our shareholders well since the inception of
the Company.

The  lead  independent director, Charles N. O'Data, is the Chairman of the Audit
Committee. As such he plays a leading role in the engagement of auditors and the
review  of  the  Company's financial statements. Under certain circumstances, he
also serves as a contact point for employees.

The  Company believes the combined Chairman/Chief Executive Officer position has
certain  advantages over other board leadership structures that continue to best
meet the Company's current needs, including:

      -     Efficient communication between management and the Board;

      -     Clarity  for  the Company's stockholders on corporate leadership and
            accountability;

      -     The  Chairman  of  the  Board  possessing  the best knowledge of the
            Company's strategy, operations and financial conditions; and

      -     Continuity  in the Company's leadership, as Dr. Damadian founded the
            Company in 1978.

The  Company's  Board  of Directors has an audit committee. There is no standing
compensation committee, nominating committee or other committee of the Board.

In  accordance with the Nasdaq Marketplace Rules, the Board of Directors adopted
a  written  charter  for the audit committee which took effect in June, 2001 and
was revised on November 17, 2004. A copy of the charter is attached as Exhibit A
to  this  proxy  statement.  All  of  the  directors  on the audit committee are
independent.

Stockholders may communicate with directors by writing to them at the Company in
accordance with the Company's corporate governance policies and code of conduct,
or  in  any  other  manner the particular director may provide. Depending on the
sensitivity  and  timing  of  a  matter raised by a stockholder and the need for
disclosure  of  matters  to  be  made  not  to  just one stockholder, but to the
stockholders as a whole, it may not be possible for the director to reply to the
stockholder.

Due  to  the  shareholdings  of  the  Company's  Chairman of the Board and Chief
Executive  Officer,  Dr.  Raymond  V. Damadian, which total more than 50% of the
voting power of the Company, the Company is a controlled company for purposes of
NASDAQ Marketplace Rule 4350(c).

AUDIT COMMITTEE

The  Audit  Committee,  which  is  comprised solely of independent directors, is
governed  by  a  Board  approved  charter that contains, among other things, the
Committee's  membership  requirements  and responsibilities. The audit committee
oversees   the  Company's  accounting,  financial  reporting  process,  internal
controls  and  audits,  and  consults with management and the independent public
accountants  on,  among  other  items,  matters related to the annual audit, the
published financial statements and the accounting principles applied. As part of
its  duties,  the  audit committee appoints, evaluates and retains the Company's
independent  public accountants. It also maintains direct responsibility for the
compensation,  termination  and  oversight  of  the Company's independent public
accountants  and  evaluates  the independent public accountants' qualifications,
performance and independence.

Financial  Expert  on Audit Committee: The Board has determined that Mr. Charles
N.  O'Data,  who  currently  is  a  financial consultant to various entities and
previously  was  the  Vice  President for Development for Geneva College, is the
audit committee financial expert. The Board made a qualitative assessment of Mr.
O'Data's  level  of  knowledge  and  experience  based  on  a number of factors,
including his formal education and experience.

Board  Oversight  of  Risk  Management. The Company faces risk in many different
areas,  including business strategy; government regulation; financial condition;
health  care  compliance;  product  research  and  development;  competition for
talent;   business   vitality;   operational   efficiency;   quality  assurance;
reputation;   intellectual  property;  and  trade  secrets,  among  others.  The
oversight  function  is  carried out in the quarterly and annual Audit Committee
meetings  and  by  communication and meetings with the Company's Chief Executive
Officer,  who  also  serves as Chairman of the Board and exercises the principal
responsibility for oversight of risk management.

AUDIT COMMITTEE REPORT

The  audit  committee  has  (a)  reviewed  and  discussed  the audited financial
statements  with  management,  (b)  discussed  with the independent auditors the
matters  required to be discussed by SAS 61 (Statement on Auditing Standards No.
61)  and  (c)  has  received  the  written  disclosures  and the letter from the
independent accountants required by Independence Standards Board, Standard No. 1
and  has discussed with the independent accountants the independent accountant's
independence.

Based  on  the foregoing review and discussions, the audit committee recommended
to  the  Board of Directors that the audited financial statements be included in
the  Company's  Annual  Report  on  Form 10-K for the fiscal year ended June 30,
2011.

The  members  of  the  audit  committee are Messrs. Charles N. O'Data, Robert J.
Janoff  and  since  April  2012, Ronald G. Lehman. Messrs. O'Data and Janoff are
independent  directors,  as  defined  in  the Securities and Exchange Commission
Regulations  and  Nasdaq  Market  Place  Rules.  During  the time he served as a
director, up to August 21, 2011, Mr. Robert Djerejian also served as a member of
the audit committee.

NOMINATING COMMITTEE

The  Board  of  Directors  does  not  believe  it  requires  a separate standing
nominating  committee because the Board of Directors is relatively small and can
make  the  nominations  acting as a whole. The Board does not have a policy with
regard to director candidates recommended by stockholders because the absence of
such  recommendations  makes  a  formal  policy unnecessary. Historically, there
usually  has  not  been  a  need  to identify new nominees in the absence of the
resignation or death of an existing director. The remaining directors evaluate a
new  nominee based on his integrity, loyalty, competence and experience, and how
his background complements that of the remaining directors.

Promoting  diversity  in  the selection of nominees has not yet been considered.
Traditionally,  the  Board  has followed a policy of nondiscrimination and equal
opportunity.

COMPENSATION COMMITTEE
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The  Board  of  Directors  does  not  believe  it  requires  a separate standing
compensation  committee  because  the  management,  under  the  authority of the
Chairman  of  the  Board  and  Chief Executive Officer, is best equipped to make
compensation  decisions.  The  Board reserves the right to change this policy at
any time.

Dr.  Raymond  V.  Damadian, who serves as Chairman of the Board, Chief Executive
Officer  and  President  of  the  Company,  participates in deliberation and the
determination of executive officer and director compensation.

VOTE REQUIRED AND BOARD RECOMMENDATION

The  directors  will  be  elected  by  the  vote  of  a  plurality  of the votes
represented  at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF
THE NOMINEES FOR THE DIRECTORS OF THE COMPANY.

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS,
AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of
the  Company's  common shares by the nominees for directors, the Company's Chief
Executive  Officer,  and  the  directors and executive officers as a group as of
April 27, 2012.



                                           Shares
Name and Address of                     Beneficially
Beneficial Owner (1)                       Owned        Percent of Class
Raymond V. Damadian, M.D.
c/o FONAR Corporation
Melville, New York
 Nominee for Director, Director,
 President, PEO, PFO 5% + Stockholder
    Common Stock                          120,302             2.05%
    Class C Stock                         382,447            99.98%
    Class A Preferred                      19,093             6.09%

Claudette Chan
Nominee for Director,
Director and Secretary
    Common Stock                              106                 *
    Class A Preferred                          32                 *

Robert J. Janoff
Nominee for Director and Director
    Common Stock                            3,000                 *
    Class A Preferred                          79                 *

Charles N. O'Data
Nominee for Director and Director
    Common Stock                              528                 *

Ronald G. Lehman,
Nominee for Director and Director
     Common Stock                               0                 *

Robert Djerejian
Director until 8/21/2011
    Common Stock                                0                 *
All Officers, Directors and
Nominees as a Group (6 persons)

    Common Stock                          123,936             2.11%
    Class C Stock                         382,447            99.98%
    Class A Preferred                      19,204             6.13%
-------------------------
*   Less than one percent



1.    Address  provided  for each beneficial owner owning more than five percent
      of the voting securities of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See  Item  13, "Certain Relationships and Related Transactions" of the Company's
Annual  Report  on  Form  10-K  for the fiscal year ended June 30, 2011 which is
specifically  incorporated  by  reference  herein.  A  copy  of the Form 10-K is
included  in  the  Annual  Report  to  Stockholders  which  is being sent to the
Company's stockholders with this Proxy Statement.)

The  Company  believes  that  each of the related transactions described therein
were  on  terms  at  least  as  favorable  to the Company as were available from
non-affiliated parties.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

With  the  exception  of the Principal Executive Officer and Principal Financial
Officer,  Dr.  Raymond  V. Damadian, the compensation of the Company's executive
officers  is  based on a combination of salary and bonuses based on performance.
Decisions  concerning  compensation  are  made  on  a case by case basis and not
pursuant to standardized formulas, programs, policies or criteria. Dr. Damadian,
who  serves  as  both  the  Principal  Executive Officer and Principal Financial
Officer,  receives  compensation  which  consists  only  of  a salary, which has
remained  at  modest  levels  to conserve funds. The Board of Directors does not
have a compensation committee and does not believe such a committee is required,
in  view of the manner in which compensation matters are handled. Dr. Raymond V.
Damadian  is  the  only  executive  officer  who  is  a  member  of the Board of
Directors.  Dr.  Damadian, who also has voting control of the Company and serves
as  Chairman  of  the  Board and President, participates in the determination of
executive compensation for the Company's officers.

As  noted  above,  the Company's compensation policy is primarily based upon the
practice  of  pay-for-performance.  Section  162(m) of the Internal Revenue Code
imposes  a  limitation on the deductibility of nonperformance-based compensation
in  excess  of $1 million paid to the Principal Executive Officer. No officer of
the  Company  received compensation in excess of $1 million in fiscal 2011 or in
any  previous  fiscal year. The Board currently believes that the Company should
be  able  to continue to manage its executive compensation program for others so
as to preserve the related federal income tax deductions.

The  Company  does  not  believe  that  there  are  any  risks  arising from its
compensation  policies and practices for its employees that are likely to have a
material adverse effect on the Company.

The  Company  maintains  no  pension or deferred compensation plans except for a
noncontributory 401(k) plan.

                           SUMMARY COMPENSATION TABLE
                           --------------------------
The  following  table  discloses compensation received for the three years ended
June  30,  2011  by  the  Company's  Principal  Executive  Officer and Principal
Financial Officer.

--------------------------------------------------------------------------------



                                                    Plans,
                                     Stock          Pension,       All
                                     and Option     Deferred       Other
Year     Salary     Bonus   Awards   Compensation   Compensation   Total
----   ----------   -----   ------   ------------   ------------   ----------
2011   $35,934.29      0        0              0              0    $35,934.29
2010   $57,358.12      0        0              0              0    $57,358.12
2009   $72,285.12      0        0              0              0    $72,285.12

No  executive  officer  has a written or unwritten employment agreement with the
Company.  Salaries,  bonuses  and  discretionary  stock  and stock option awards
comprise  the  full  amount  of  total  compensation.  The  only  exceptions are
commissions, based on a percentage of the sales prices, payable to salesmen.

Compensation Pursuant to Stock Options and SAR Grants

No  stock  options  or  stock  appreciation rights were granted to the Company's
Principal Executive Officer and Principal Financial Officer during fiscal 2011.

Option/SAR Exercises and Year End Values

No  options  or  stock appreciation rights were exercised by the Company's Chief
Executive  Officer during fiscal 2011. The Company's Chief Executive Officer did
not  hold  any unexercised stock options or stock appreciation rights at the end
of fiscal 2011.

                             DIRECTOR COMPENSATION

The following table shows the compensation paid to the Directors for fiscal 2011
--------------------------------------------------------------------------------


Name                      Fees         Stock    Option   Non-equity        Nonqualified   All            Total($)
                          earned or    awards   awards   incentive plan    deferred       other
                          paid in      ($)      ($)      compensation      compensation   compensation
                          cash ($)                       ($)               earnings ($)   ($)
(a)                       (b)          (c)      (d)      (e)               (f)            (g)            (h)
----------------------    ----------   ------   ------   ---------------   ------------   ------------   ----------
                                                                                    
A. Claudette J.V. Chan    $20,000.24      0        0             0               0               0       $20,000.24
B. Charles N. O'Data      $20,000.24      0        0             0               0               0       $20,000.24
C. Robert Janoff          $20,000.24      0        0             0               0               0       $20,000.24
D. Robert Djerejian       $20,000.24      0        0             0               0               0       $20,000.24



With the exception of Dr. Damadian who receives no compensation for serving as a
director,  each director is entitled to receive $20,000 per annum for his or her
services as a director of the Company, including service on any committee of the
Board  of  Directors. No other fees are paid to the directors for their services
as directors of the Company.

2. RATIFICATION OF SELECTION OF AUDITORS

The  Board  of  Directors  selected  Marcum  LLP,  as  the Company's independent
auditors  for  the  fiscal  year  ending June 30, 2012. The stockholders will be
asked to ratify this action by the Board. Marcum LLP were the Company's auditors
for the fiscal years ended June 30, 2009, June 30, 2010 and June 30, 2011.

One  or  more  representatives  of Marcum LLP, are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so, and to
be available to respond to appropriate questions.

The  affirmative  vote  of shares holding a majority of the votes represented at
the  meeting  is  required  to  ratify the selection of auditors by the Board of
Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

AUDIT FEES

The  aggregate  fees  billed by Marcum LLP for the audit of the Company's annual
financial  statements for the fiscal year ended June 30, 2010 and the reviews of
the  financial  statements  included  in the Company's Forms 10-Q for the fiscal
year ended June 30, 2011 were $417,480.

The  aggregate  fees  billed by Marcum LLP for the audit of the Company's annual
financial statements for the fiscal year ended June 30, 2010, and the reviews of
the  financial  statements  included  in the Company's Forms 10-Q for the fiscal
year ended June 30, 2010 were $465,006.

All  work  on  the  audits in each of the last two fiscal years was performed by
full-time permanent employees of Marcum LLP.

AUDIT-RELATED FEES

No  audit-related fees were billed by Marcum LLP for the fiscal years ended June
30,  2011  and  June 30, 2010 for services related to the audit or review of our
financial statements that are not included under the caption "AUDIT FEES".

TAX FEES

The  aggregate  fees billed by Marcum LLP for tax compliance, tax advice and tax
planning  in the fiscal years ended June 30, 2011 and June 30, 2010 were $82,438
and $116,439, respectively.

ALL OTHER FEES

The  aggregate fees billed by Marcum LLP for all other services rendered by them
during  the  fiscal years ended June 30, 2011 and June 30, 2010 were $63,138 and
$59,294,   respectively,   which   included  services  in  connection  with  the
registration  of  securities,  employee benefit plans and reviews and procedures
that  we  requested Marcum LLP to undertake to provide assurances on matters not
required by laws or regulations.

No  fees  were  billed by Marcum LLP for the fiscal years ended June 30, 2011 or
June  30,  2010 for designing, operating, supervising or implementing any of our
financial  information  systems  or  any  hardware  or  software systems for our
financial information.

Since  January  1, 2003, the audit committee has adopted policies and procedures
for  pre-approving  all  non-audit work performed by its auditors. Specifically,
the  committee  must  pre-approve the use of the auditors for all such services.
The  audit  committee has pre-approved all non-audit work since that time and in
making  its  determination has considered whether the provision of such services
was compatible with the independence of the auditors.

The  Company's  audit  committee  believes  that  the provision by Marcum LLP of
services  in  addition to audit services in fiscal 2011 and 2010 were compatible
with  maintaining their independence. The services to be performed are presented
by Marcum LLP to the committee or its chairman. The matter is then evaluated and
a decision made.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at next year's annual meeting
of  stockholders  must be received by the Company no later than January 16, 2013
to  be  included  in  the Company's proxy statement and form of proxy related to
that meeting.

SOLICITATION OF PROXIES

The  proxy  accompanying  this  proxy  statement  is  solicited  by the Board of
Directors  of  the Company. Proxies may be solicited by officers, directors, and
regular  supervisory  and  executive employees of the Company, none of whom will
receive  any  additional compensation for their services. Such solicitations may
be  made  personally,  or  by  mail, e-mail, facsimile, telephone, telegraph, or
messenger.  The  Company will pay persons holding shares of stock in their names
or  in  the  names of nominees, but not owning such shares beneficially, such as
brokerage  houses,  banks,  and other fiduciaries, for the expense of forwarding
solicitation  materials to their principals. All of the costs of solicitation of
proxies will be paid by the Company.

VOTING TABULATION

The  election  of  the  Company's  directors  requires  a plurality of the votes
represented  in person or by proxy at the meeting. The ratification of proposals
and the selection of auditors requires the affirmative vote of a majority of the
votes  represented  in person or by proxy at the meeting. Votes cast by proxy or
in person at the meeting will be tabulated by the Company.

A  stockholder who abstains from voting on any or all proposals will be included
in  the  number  of  shareholders  present  at  the  meeting  for the purpose of
determining  the presence of a quorum. Abstentions will not be counted either in
favor  of  or against the election of the nominees or other proposals. Under the
rules  of  the National Association of Securities Dealers, brokers holding stock
for  the  accounts  of  their  clients  who  have not been given specific voting
instructions  as  to  a  matter by their clients in certain cases may vote their
clients'  proxies  in their own discretion. Where a proposal requires a majority
of the votes present for its passage, an abstention or broker non-vote will have
the same effect as a negative vote.

OTHER MATTERS

The  Board  of  Directors does not intend to bring any other business before the
meeting,  and  so  far  as  is  known to the Board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. However, as
to any other business which may properly come before the meeting, it is intended
that  proxies,  in  the  form  enclosed,  will  be  voted  in respect thereof in
accordance  with  the  judgment  of  the  persons voting such proxies, where the
authorization to do so has been granted.

DATED: Melville, New York, May 11, 2012

A  COPY  OF  THE  COMPANY'S  FORM  10-K  REPORT FOR FISCAL YEAR 2011, CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE UPON REQUEST. PLEASE WRITE TO:

                         INVESTOR RELATIONS DEPARTMENT
                               FONAR CORPORATION
                                110 MARCUS DRIVE

                            MELVILLE, NEW YORK 11747




                                   EXHIBIT A

                               FONAR CORPORATION

                        REVISED AUDIT COMMITTEE CHARTER

This  Audit Committee Charter, as most recently revised, adopted by the Board of
Directors (the "Board") of Fonar Corporation (the "Company").

1.    PURPOSE

The  Audit  Committee (the "Committee") shall assist the Board of Directors (the
"Board")  in  fulfilling  its responsibility to oversee (i) management's conduct
of: the Company's financial reporting, including by overviewing the integrity of
the financial reports and other financial information provided by the Company to
any  governmental  or  regulatory  body, the Company's securityholders and other
users  thereof;  (ii)  management's  establishment  and conduct of the Company's
systems  of  internal accounting and financial controls, including the Company's
internal  audit  function;  (iii)  the qualifications, engagement, compensation,
independence  and performance of the Company's independent auditors, the conduct
of  the  annual  audit  and  any other audit, attest or review services, and the
engagement  of  the independent auditors to provide any non-audit services; (iv)
the  preparation  of  the audit committee report required by U.S. Securities and
Exchange  Commission  ("SEC")  rules;  (v)  the  Company's  legal and regulatory
compliance;  and  (vi)  the  Company's  codes  of  conduct,  as  established  by
management  and the Board. The Committee's role shall apply equally with respect
to  any  subsidiary  of the Company (including any partnership or joint venture)
whose  financial  results  are  consolidated  with  the financial results of the
Company  and  any other subsidiary which is directly or indirectly controlled by
the  Company and also with respect to any separate financial reports of any such
subsidiary.

In  discharging  its  role, the Committee is empowered to investigate any matter
that  comes  to  its  attention  and  shall  have  access to all books, records,
facilities  and  personnel  of  the Company which are necessary in order for the
Committee to perform its duties hereunder. The Committee has the power to retain
legal  counsel,  auditors or other experts as it determines appropriate to carry
out  its  role  and responsibilities and shall be provided adequate funding from
the  Company  to  engage  such  advisors  and  for  the  administration  of  the
Committee's  affairs.  The  Company shall compensate the independent auditor for
its  audit,  review  and  attest  services  as  determined  and  directed by the
Committee.

The Committee shall report regularly to the Board on the Committee's activities,
including all actions taken by the Committee on behalf of the Company and on any
material  issues  that  arise  with  respect  to the quality or integrity of the
Company's   financial  statements,  the  performance  and  independence  of  the
independent  auditor,  the  performance  of  the  internal  audit  function, the
Company's  compliance  with legal or regulatory requirements and the adequacy of
and  compliance  with the Company's codes of conduct to the extent such codes of
conduct  relate  to  the duties and purposes of the Audit Committee as described
herein  and  any  other  matters  the  Committee reasonably deems appropriate in
connection  with  the  performance  of  its  duties hereunder or which the Board
requests.  The  Committee  shall  report  to  the Board at least annually on its
expenses, including the compensation of the independent auditor.

II.   COMMITTEE MEMBERSHIP

The  Committee  shall consist of three or more members of the Board, as shall be
determined  by  the  Board,  each of whom has been determined by the Board to be
"independent"  in  accordance with the applicable listing standards of the NASD.
All  members  of  the  Committee  shall  meet  the applicable financial literacy
requirements  of  the  NASD and at least one member shall be an "audit committee
financial  expert" as such term is defined under applicable SEC rules. No member
of  the  Committee  may  serve  on the audit committee of more than three public
companies,  including  the Company, unless the Board of Directors has determined
that  such  simultaneous  service would not impair the ability of such member to
effectively serve on the Committee.

III.  COMMITTEE MEETINGS; SUBCOMMITTEES

The  Committee shall meet on a regularly-scheduled basis at least four times per
year or more frequently as circumstances dictate. The Committee's meetings shall
include,  on  at  least  a  quarterly  basis,  an  executive  session  with  the
independent  auditor to provide the opportunity for full and frank discussion of
the  Company's  financial  reporting  without  any  member  of senior management
present, except for the Company's General Counsel if the Committee so desires.

IV.   RESPONSIBILITIES AND FUNCTIONS

The Committee's role is one of oversight. The Committee's primary responsibility
relates  to the Company's financial reporting and its other responsibilities and
functions as stated herein, while important in their own right, are ancillary to
the  accurate  and complete presentation of the Company's financial position and
prospects.  The  Company's management is responsible for preparing the Company's
financial  statements,  for assuring the Company's compliance with its legal and
regulatory  obligations  and  for  the  adherence  by Company personnel with the
Company's  business  policies  and  codes  of conduct. The Company's independent
auditor  is  responsible  for  auditing  the  Company's financial statements and
assessing  the  adequacy  of  the  Company's  internal  controls.  The Company's
management  and independent auditor have more knowledge and detailed information
about  the  Company,  greater expertise in financial reporting, internal control
matters,  the legal and regulatory obligations of the Company and the details of
the Company's codes of conduct and business policies, and greater opportunity to
analyze financial reporting issues facing the Company than do Committee members.
Consequently, in carrying out its oversight responsibilities, the Committee does
not  provide  any  expert  or  special  assurance  as to the Company's financial
statements,  internal  controls,  legal  compliance or adherence to its codes of
conduct  and  business  policies  or  any  professional  certification as to the
independent auditor's work.

The  following  functions  of  the  Committee are specified as a guide, with the
understanding  that  the Committee will exercise its judgment in determining the
specific  activities  the  Committee  may  undertake  at  any  time  and  in its
activities  may  diverge from this guide as appropriate given the circumstances.
The  Committee  is  authorized  to  carry out these and such other functions and
responsibilities  as are assigned by the Board from time to time and to take any
actions  reasonably  related  to the Committee's responsibilities as mandated by
this Charter.

To fulfill its purpose, the Committee shall:

1.    appoint,  subject  to ratification of the appointment by the shareholders,
      and,  if  appropriate,  dismiss  the accounting firm which shall audit the
      Company's  annual financial statements and any other accounting firm which
      shall  provide  to  the Company any other audit, attest or review services
      (each  of  which shall be considered an "independent auditor" for purposes
      for   this   Charter),   and   evaluate  the  performance,  determine  the
      compensation  and  oversee  the  work  of  the  independent  auditors; the
      independent  auditors  shall  report  directly  to  the  Committee and the
      Committee  shall  resolve  any  disagreement  between  management  and the
      independent  auditors regarding financial reporting In connection with the
      appointment  of the Company's independent auditors, the Committee shall on
      an annual basis:

      (a)   receive  and  review  a formal written statement from the accounting
            firm to be retained as the Company's independent auditor delineating
            all  relationships  between  the  accounting  firm  and  the Company
            (consistent with Independence Standards Board Standard No. 1 and any
            additional  or  successor standard established by the Public Company
            Accounting  Oversight  Board)  and also delineating any services the
            accounting firm has provided to the Company's chief executive, chief
            financial and chief accounting officer; the Committee shall actively
            engage  in  a dialogue with such accounting firm with respect to any
            disclosed  relationships or services that may impact the objectivity
            and  independence of the accounting firm and take appropriate action
            in response to the accounting firm's report to satisfy itself of the
            auditor's independence;

      (b)   consider   whether,   in   the   interest   of  assuring  continuing
            independence   of   the  independent  auditor,  the  Company  should
            regularly  rotate the accounting firm that serves as its independent
            auditor;

      (c)   set clear policies with respect to the Company's hiring of employees
            or former employees of the independent auditors;

      (d)   receive   and   review   a  report  from  the  independent  auditors
            describing:  (i) such firm's internal quality-control procedures and
            (ii)  any  material  issues  raised  by  the  most  recent  internal
            quality-control  review,  peer  review, or Public Company Accounting
            Oversight,  Board  Review  of  such  firm,  or  by  any  inquiry  or
            investigation  by  governmental  or professional authorities, within
            the  preceding  five years, regarding one or more independent audits
            carried  out  by the firm, and any steps taken to deal with any such
            issues;

2.    review  and  approve any auditing and non-auditing services to be provided
      by  the  Company's  independent  auditors,  including  the adoption by the
      Committee  of  any  policies  and  procedures detailing services which the
      independent  auditors  are  permitted  to  provide  to the Company without
      specific  advance  approval  by  the  Committee,  if  any,  except that if
      services  rendered  by  the  auditors  were  not  recognized  as non-audit
      services  at  the  time  of  the  independent  auditor's  engagement, such
      services  shall  be promptly brought to the attention of the Committee and
      approved by the Committee prior to the completion of the audit.

3.    review  and  discuss  with  management  and  the  independent auditor on a
      regular  basis:  (i) the adequacy of the Company's internal and disclosure
      controls   and   procedures,  including  computerized  information  system
      disclosure  controls  and  procedures  and  security; (ii) any significant
      deficiencies  or  material  weaknesses  in  the design or operation of the
      Company's  internal  controls  which  could adversely affect the Company's
      ability  to  record, process, summarize and report financial data that are
      reported  to the Committee; (iii) any fraud, whether or not material, that
      involves  management or other employees who have a significant role in the
      Company's  internal  controls that are reported to the Committee; and (iv)
      any findings and recommendations of the independent auditor with regard to
      such matters, together with management's responses;

4.    review  and discuss with management, including the chief financial officer
      and  chief  accounting  officer,  and  the  independent  auditor  (i)  any
      significant  audit  findings  during  the  year,  including  the status of
      previous  audit  recommendations;  (ii) any audit problems or difficulties
      encountered   in   the   course  of  the  auditor's  work,  including  any
      restrictions on the scope of activities or access to required information;
      (iii)  any changes required in the scope of the audit plan; (iv) the audit
      budget and staffing; and (v) the coordination of audit efforts in order to
      monitor  completeness of coverage, reduction of redundant efforts, and the
      effective use of audit resources;

5.    review  and discuss with management and the independent auditor accounting
      policies  that  may  be viewed as critical; review and discuss significant
      changes  in  Company  accounting policies and any accounting and financial
      reporting  proposals  (including  changes in generally accepted accounting
      principles)  that  may  have  a material impact on the Company's financial
      reports; inquire as independent auditor's view of the accounting treatment
      related  to  significant  new  Company  transactions  or other significant
      matters or events not in the ordinary course of the Company's business and
      inquire  as  to  the  independent  auditor's  views  about whether Company
      accounting principles as applied are conservative, moderate, or aggressive
      from  the  perspective  of  income,  asset, and liability recognition, and
      whether or not those principles reflect common or minority practices;

6.    review  and  discuss  with  management  and  the  independent  auditor any
      financial  or  non-financial  arrangements  that  do  not  appear  in  the
      financial  statements  of  the  Company  but are material to the Company's
      financial position or performance; and review, discuss with management and
      the  independent  auditor,  and  approve,  any  transactions or courses of
      dealing  with related parties (e.g., including significant shareholders of
      the  Company,  directors,  corporate  officers  or other members of senior
      management  or  their family members) that are material in size or involve
      terms  or  other  aspects  that  differ  from  those  that would likely be
      negotiated  with  independent  parties,  as determined by the Committee to
      warrant review by the Committee;

7.    review  and  discuss  with  the  independent  auditor:  (i) any accounting
      adjustments  that  were  noted  or proposed by the independent auditor but
      were  "passed"  (as  immaterial  or  otherwise),  (ii)  any communications
      between  the  audit  team  and the audit firm's national office respecting
      auditing  or  accounting  issues presented by the engagement and (iii) any
      "management"  or  "internal  control"  letter  issued,  or  proposed to be
      issued, by the independent auditor to the Company;

8.    review  and discuss with management, including the chief financial officer
      and  chief accounting officer, and the independent auditor any significant
      risks  or  exposures  to  which  the  Company  is  subject  and assess the
      Company's  underlying  policies  with  respect to risk assessment and risk
      management and the steps management has taken to minimize risks;

9.    review  the Company's financial statements, including: (i) prior to public
      release,  reviewing  and  discussing  with  management and the independent
      auditor  the  Company's  annual  and  quarterly financial statements to be
      filed  with  the  SEC,  including  (a)  the  Company's  disclosures  under
      "Management's  Discussion  and Analysis of Financial Condition and Results
      of  Operations", (b) the certifications regarding the financial statements
      or the Company's internal accounting and financial controls and procedures
      and  disclosure  controls  or  procedures  filed with SEC by the Company's
      chief   executive   and   financial   officers   and   personnel  and  any
      qualifications  thereon, (c) the matters required to be discussed with the
      independent  auditor  by Statement of Auditing Standards No. 61 or No. 71;
      (ii)  with  respect  to  the independent auditor's annual audit report and
      certification,  before release of the annual audited financial statements,
      meet separately with the independent auditor without any management member
      present  and  discuss the independent auditor's assessment of the adequacy
      of  the Company's system of internal accounting and financial controls and
      the appropriateness of the accounting principles used in and the judgments
      made  in the preparation of the Company's audited financial statements and
      the  quality  of the Company's financial reports; (iii) also in connection
      with  the  release  of  the Company's audited annual financial statements,
      meet  separately with management and the Company's financial personnel and
      discuss management's evaluation of the adequacy of the Company's system of
      internal  accounting and financial controls and the appropriateness of the
      accounting principles used in and the judgments made in the preparation of
      the  Company's  audited  financial  statements  and  the  quality  of  the
      Company's  financial  reports;  (iv) make a recommendation to the Board of
      Directors   regarding  the  inclusion  of  the  audited  annual  financial
      statements  in  the  Company's Annual Report on Form 10-K to be filed with
      the  SEC; and (v) prior to submission to any governmental authority of any
      financial  statements  of  the Company with the SEC, review such financial
      statements  and  any  report, certification or opinion thereon provided by
      the independent auditor;

10.   discuss  with  management  and  the  independent  auditor, as appropriate,
      earnings  press  releases  and financial information and earnings guidance
      provided to analysts and to rating agencies;

11.   establish and maintain procedures for the receipt, retention and treatment
      of  complaints  regarding  accounting,  internal  accounting  controls  or
      auditing  matters, and the confidential, anonymous submission by employees
      of concerns regarding questionable accounting or auditing matters;

12.   review  periodically  with  the  General Counsel: (i) legal and regulatory
      matters  that  may  have  a  material  impact  on  the Company's financial
      statements  and  (ii)  the  scope and effectiveness of the Company's legal
      compliance policies and programs;

13.   receive  and  act upon any reports of a material violation of law received
      from  any  attorney  for  the Company in accordance with the SEC's Rule of
      practice,  any  reports from legal counsel appointed or retained, with the
      authorization  of  the  Committee,  to investigate any such report and any
      reports of the General Counsel on any proceeding relating to such reports;

14.   review periodically with management the adequacy of the Company's codes of
      conduct  (including  the  Company's  policies  and  procedures  concerning
      trading  in  Company  securities  and  use  in  trading  of proprietary or
      confidential   information)   and  the  compliance  therewith  by  Company
      personnel  and review and approve any waivers sought under such codes with
      respect  to  directors,  executive officers and senior financial officers)
      but  any  waiver  reviewed  by  the  Committee  shall  be  reported by the
      Committee to the Board and approval of the Board as well shall be required
      for any such waiver to any officer who is a member of the Board;

15.   review and advise the Board with respect to the appointment, reassignment,
      replacement  or  dismissal  of  the  chief  financial  officer  and  chief
      accounting officer and other financial or accounting personnel and consult
      with  the  Compensation  Committee, if any, regarding any reduction in the
      salary  or  benefits  of,  the  terms  of  participation  in any incentive
      compensation  program by and any discretionary bonus or incentive award to
      the chief financial officer and chief accounting officer;

16.   prepare  a  report  to be included in the Company's annual proxy statement
      stating  whether  or not the Committee: (i) has reviewed and discussed the
      Company's audited financial statements with management; (ii) has discussed
      with  the  independent auditor the matters required to be discussed by SAS
      No.  61  and 90; (iii) has received the written disclosure and letter from
      the  independent auditor (delineating all relationships such firm has with
      the  Company)  and has discussed with such firm its independence; and (iv)
      based  on the review and discussions referred to above, the members of the
      Committee recommended to the Board that the audited financials be included
      in  the  Company's  Annual  Report  on  Form 10-K for filing with the U.S.
      Securities and Exchange Commission;

17.   conduct  an  annual  self-evaluation  of the performance of the Committee,
      including  its  compliance  with this Charter, and review and reassess the
      adequacy of this Charter; and

18.   maintain minutes and other records of Committee meetings and activities.


                                FONAR CORPORATION

                         Annual Meeting of Stockholders
                             June 25, 2012 10:00 AM

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned,  a stockholder of Fonar  Corporation  (the  "Company"),  hereby
revoking any proxy  heretofore  given,  does hereby appoint Raymond V. Damadian,
Luciano Bonanni,  Kurt Reimann and Daniel Culver, and each of them, proxies with
full power of substitution, for and in the name of the undersigned to attend the
Annual Meeting of the  Stockholders of the Company to be held at the Double Tree
Hotel,  Wilmington Downtown,  700 King Street,  Wilmington, Delaware on June 25,
2012 at 10:00 a.m., local time, and at any adjournment(s)  thereof, and there to
vote upon all  matters  specified  in the notice of said  meeting,  as set forth
herein,  and upon such other  business as may properly and lawfully  come before
the meeting,  all shares of stock of the Company which the undersigned  would be
entitled to vote if personally present at said meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED
FOR ALL PROPOSALS.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE FOLLOWING:

No. 1. Election of Directors

             FOR ALL              WITHHOLD ALL          FOR ALL EXCEPT

            __________             __________             __________
           [          ]           [          ]           [          ]
           [          ]           [          ]           [          ]
           [__________]           [__________]           [__________]


INSTRUCTION:  To withhold authority to vote for any individual nominee(s),  mark
"FOR ALL EXCEPT" and circle or cross out the name(s) of those nominee(s).

01 - Raymond V. Damadian,    02 - Claudette J. V. Chan,   03 - Robert J. Janoff,
04 - Charles N. O'Data       05 - Ronald G. Lehman

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS:

No. 2. To  ratify  the  selection  of Marcum  LLP as the  Company's  independent
auditors for the fiscal year ended June 30, 2012.

               FOR                  AGAINST                ABSTAIN
            __________             __________             __________
           [          ]           [          ]           [          ]
           [          ]           [          ]           [          ]
           [__________]           [__________]           [__________]

No. 3. In their  discretion,  the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

               FOR                  AGAINST                ABSTAIN
            __________             __________             __________
           [          ]           [          ]           [          ]
           [          ]           [          ]           [          ]
           [__________]           [__________]           [__________]



__________________________________             _______________________
Signature                                     Date


__________________________________            _______________________
Signature (Joint owners)                      Date

Please  sign  exactly  as  your  name(s)  appear(s)  hereon  or  on  your  stock
certificate(s).  When signing as an attorney,  executor, administrator, or other
fiduciary,  please  give  full  title  as  such.  Joint  owners should each sign
personally. All holders must sign. If a corporation or a partnership please sign
in full corporate or partnership name, by an authorized  officer.



            SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
                              _____________________

                                    FORM 10-K
                              _____________________

  [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, 2011
                                       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 whether the registrant  (1) has submitted  electronically
and  posted on its  corporate  Web site,  if any,  every  Interactive  Data File
required  to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T
(Section  232.405 of this  chapter)  during the preceding 12 months (or for such
shorter  period that the registrant was required to submit and post such files).
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 ___
Smaller reporting company _X_

(Do not check if a smaller reporting company)
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,  2010 based on the closing  price of $1.30 per share on such
date as reported on the NASDAQ System, was approximately $6.6 million. The other
outstanding classes do not have a readily determinable market value.

As of September 8, 2011, 5,677,528 shares of Common Stock, 158 shares of Class B
Common Stock, 382,513 shares of Class C Common Stock and 313,438 shares of Class
A Non-voting Preferred Stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE
None



FONAR CORPORATION AND SUBSIDIARIES

PART I
ITEM 1.  BUSINESS
GENERAL

Fonar  Corporation,  sometimes  referred to as the  "Company"  or "Fonar",  is a
Delaware corporation which was incorporated on July 17, 1978. Our address is 110
Marcus  Drive,  Melville,  New York 11747 and our  telephone  number is 631-694-
2929. Fonar also maintains a WEB site at www.Fonar.com. Fonar provides copies of
its filings with the Securities and Exchange  Commission on Forms 10-K, 10-Q and
8-K and amendments to these reports to stockholders on request.

We conduct  our  business in two  segments.  Our  medical  equipment  segment is
conducted  directly  through  Fonar.  Our physician  management  and  diagnostic
services  segment  is  conducted   through  our  subsidiary   Health  Management
Corporation of America.

MEDICAL EQUIPMENT SEGMENT

Fonar is  engaged in the  business  of  designing,  manufacturing,  selling  and
servicing  magnetic  resonance  imaging,  also  referred  to as  "MRI"  or "MR",
scanners  which utilize MRI  technology for the detection and diagnosis of human
disease, abnormalities,  other medical conditions and injuries. Fonar's founders
built the first scanner in 1977 and Fonar  introduced  the first  commercial MRI
scanner   in   1980.   Fonar   is  also   the   originator   of  the   iron-core
non-superconductive and permanent magnet technology.

Fonar's iron frame  technology made Fonar the originator of "open" MRI scanners.
We introduced the first "open" MRI in 1980. Since that time we have concentrated
on  further  application  of our  "open"  MRI,  introducing  most  recently  the
Upright(R) Multi-positional(R) MRI scanner (also referred to as the "Upright(R)"
or "Stand-Up(R)" MRI scanner) and the Fonar 360(TM) MRI scanner.

The product we are now most  vigorously  promoting  is our  Upright(R)  MRI. The
Upright(R)  MRI is  unique in the  industry  in that it  allows  patients  to be
scanned  in a fully  weight-bearing  condition,  such as  standing,  sitting  or
bending in any position that causes symptoms.  This means that an abnormality or
injury, such as a slipped disk can be visualized where it may not have been with
the  patient  lying  down.  We  have  introduced  the  name  "Upright(R)"  as an
alternative to  "Stand-UP(R)"  because of the multiplicity of positions in which
the patient may be scanned where the patient is not standing.

PHYSICIAN MANAGEMENT AND DIAGNOSTIC SERVICES SEGMENT

Health Management Corporation of America, which we sometimes refer to as "HMCA",
was  formed  by Fonar in March  1997 as a  wholly-owned  subsidiary  in order to
enable us to expand into the  business  of  providing  comprehensive  management
services to medical providers. HMCA provides management services, administrative
services,  billing and collection  services,  office space,  equipment,  repair,
maintenance  service and  clerical  and other  non-medical  personnel to medical
providers.  Since July 28, 2005,  following the sale of HMCA's physical  therapy
and rehabilitation  business, HMCA has elected to provide its services solely to
diagnostic imaging centers.

The Company  completed a private  placement  of equity and  succeeded in raising
$6,000,000  by  May 2,  2011.  The  offering  consisted  of  Preferred  Class  A
membership  interests  in a newly formed  limited  liability  company,  Imperial
Management  Services,  LLC ("Imperial").  Class B membership  interests,  all of
which  were  retained  by the  Company's  subsidiary,  HMCA,  holds a 75% equity
interest in Imperial. The Class A membership interests are entitled to receive a
dividend of 18% per annum of their cash capital  contribution  of  $6,000,000 to
the limited liability company. HMCA contributed all of its assets, together with
its  liabilities,  to  Imperial as HMCA's  capital  contribution.  The  Imperial
operating  agreement  provides  for the  Class A  members  to  receive  priority
distributions  until their original capital  contributions  are returned.  As of
June 30, 2011,  Imperial  manages 10 diagnostic  imaging  facilities  located in
states of New York and Florida.  On October 1, 2010, the Company  purchased 100%
of the stock of Fair Haven  Services  Inc.,  an entity  wholly  owned by Raymond
Damadian.  The entity is in the business of leasing medical equipment to various
unrelated  PC's.  During  the year,  the  Company  purchased  a 50%  controlling
interest in an entity from an unrelated party that provides  management services
to a diagnostic center in the New York  Metropolitan  area. The Company also has
another  50%  controlling  interest in an entity  that will  provide  management
services  to a  diagnostic  center in New York.  The center is in the process of
being installed.

See Note 22 to the  Consolidated  Financial  Statements  for separate  financial
information  respecting  our medical  equipment  and  physician  and  diagnostic
management services segments.

FORWARD LOOKING STATEMENTS.

Certain statements made in this Annual Report on Form 10-K are  "forward-looking
statements",  within the meaning of the Private Securities Litigation Reform Act
of 1995, regarding the plans and objectives of Management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause our actual results,  performance or achievements to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking statements. These forward-looking statements are
based on current expectations that involve numerous risks and uncertainties. Our
plans and objectives are based, in part, on assumptions  involving the expansion
of business.  These  assumptions  involve judgments with respect to, among other
things,  future economic,  competitive and market conditions and future business
decisions,  all of which are difficult or impossible to predict  accurately  and
many of which are beyond our control.  Although we believe that our  assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
forward-looking  statements  included  in this  Annual  Report  will prove to be
accurate.   In  light  of  the   significant   uncertainties   inherent  in  our
forward-looking  statements,  the  inclusion of such  information  should not be
regarded as a  representation  by us or any other person that our objectives and
plans will be achieved.

RECENT DEVELOPMENTS AND OVERVIEW.

Our products and  works-in-progress  are intended to  significantly  improve our
competitive position.  Our current products are the Upright(R) MRI and the Fonar
360(TM).

The Upright(R) MRI permits,  for the first time, MRI diagnoses to be made in the
weight-bearing  state.  The  Upright(R)  MRI is the only MRI scanner that allows
patients to be scanned while standing, sitting bending or lying down. This means
that an  abnormality  or  injury,  such as a  slipped  disk,  will be able to be
scanned under full weight-bearing  conditions,  which is more often than not the
position  in which the  patient  experiences  pain.  An  adjustable  bed  allows
patients to stand, sit or lie on their backs, sides or stomachs.  The Upright(R)
MRI may also be useful for MRI-guided interventional procedures.

An important application of the Fonar Upright(R) technology is in the evaluation
and diagnosis of patients  with the  Arnold-Chiari  syndrome  believed to affect
from  200,000  to  500,000  Americans.  In this  syndrome  there is  brain  stem
compression  and entrapment of the brain at the base of the skull in the foramen
magnum,  which is the  circular  bony opening at the base of the skull where the
spinal cord exits the skull. Classic symptoms of the Chiari syndrome include the
"drop  attack,"  where the erect patient  unexpectedly  experiences an explosive
rush or nervous discharge at the base of the brain which rushes down the body to
the  extremities,  causing the patient to collapse in a temporary  neuromuscular
paralysis  which  then  subsides  while  the  patient  is lying in a  horizontal
position.

The Fonar  Upright(R) MRI has demonstrated its key value on two current patients
with Chiari syndrome  establishing  that the conventional  lie-down MRI scanners
cannot make an adequate evaluation where the patient's pathology is most visible
and where symptoms are most acute when the patient is upright. It is critical to
have an image of the patient in an upright  position  so that the  neurosurgeons
can fully evaluate the extent of the brain stem  compression  which is occurring
so they can choose the most  appropriate  surgical  approach  for the  operative
repair.

The Upright(R) is emerging as the MRI of choice for diagnosing spinal pathology.
In  September,  2006,  FONAR  sold an  Upright(R)  MRI  scanner  to the  largest
orthopedic   hospital  in  the  Netherlands,   the  St.   Maartenskliniek.   St.
Maartenskliniek has over 300 in-patient beds and an extensive  outpatient clinic
program that  diagnoses and treats  25,000  patients  with  orthopedic  problems
annually. In placing the order, St. Maartenskliniek  announced from the point of
view of their  internationally  recognized  "Spine Center" that "once Fonar made
available upright weight-bearing MRI imaging technology,  owning one for the St.
Maartenskliniek "Spine Center" was not optional but mandatory.  For our hospital
to continue  to engage in spine  surgery  without  it, once this new  technology
became  available,  was  unacceptable.  Once the means  were  available  to make
certain we were getting the complete  picture of the patient's  spine  pathology
before undertaking  surgery,  so that we could be certain we were not performing
surgery  based on a wrong  diagnosis  and  running  the risk of doing  the wrong
surgery,  we did not regard the  utilization  of this new  technology,  from our
patient's perspective as optional. It was mandatory."

In February 2011, FONAR sold an UPRIGHT(R) MRI to a Neuroscience Spine Institute
in the  Northeast.  The group that  purchased  the MRI said they wanted the best
diagnostic  device available to allow them to be a "center of excellence for the
spine." They had considered other  state-of-the-art MRI scanners including those
with  field  strengths  of 1.5 and 3.0  Tesla,  but those  were  single-position
(recumbent  only ) and not  weight-bearing  systems.  The buyers firmly believed
that in order for them to be a "center  of  excellence  for the  spine,"  it was
crucial for them to have an MRI that could  evaluate the spine in its full range
of dynamic weight-bearing positions.

In June 2011, FONAR sold an Upright(R) MRI to another medical practice dedicated
to being a "center of excellence for the spine".  Hoorman M. Melamed, MD, FAOOS,
a board-certified  orthopaedic spine surgeon, and a principal at the Bakersfield
UPRIGHT MRI Center, said, "Selection of the FONAR UPRIGHT(R) Multi- Position(TM)
MRI for our group was a very careful and deliberate decision.  We recognize that
the UPRIGHT(R) MRI offers  capabilities beyond that of a recumbent-only MRI. The
UPRIGHT(R)  MRI allows for  scanning  patients  weight-bearing  and the  dynamic
positions of flexion and extension. This allows us to see and evaluate the spine
under load of a patient's pathology thus enabling us to avoid  underestimating a
patient's pathology and therefore obtaining a better diagnosis."

Another  milestone  in the  utilization  of the  FONAR  Upright(R)  MRI  was the
publication in the medical journal "Brain Injury" (July 2010) of a study of 1200
neck pain  patients.  The study was  published by 10 authors from  distinguished
universities in the United States and around the world.  The study reported that
Cerebellar  Tonsil  Herniation (CTE) was missed 60% of the time when the patient
was scanned  recumbent  instead of upright.  At the  current  rate of  1,000,000
automobile  whiplash  injuries in the U.S. per year,  600,000 patients each year
would have the pathology  responsible  for their  symptoms go undetected if they
were examined solely in a conventional recumbent-only MRI.

We are vigorously  promoting  sales of the Upright(R) MRI which we regard as our
most  promising  product.  Revenues,   however,  recognized  from  the  sale  of
Upright(R)  MRI  scanners  decreased in fiscal 2011 by 33% over fiscal 2010 from
approximately  $7.9  million in fiscal  2010 to  approximately  $5.3  million in
fiscal 2011 under  present  market  conditions.  The  following  chart shows the
revenues attributable to our different model scanners for the fiscal years ended
June 30, 2010 and June 30, 2011. Note that we recognize  revenue on a percentage
of completion basis.

Accordingly,  revenue  is  recognized  as  each  sub-assembly  of a  scanner  is
manufactured.  Consequently  the revenues for a fiscal period do not necessarily
relate to orders placed in that period or payments received.


     Model                   Revenues Recognized
                      ----------------------------
                      Fiscal 2010       Fiscal 2011
                      ------------      ----------
     Upright(R)       $ 7,855,087      $5,345,932
     Fonar 360(TM)    $         0      $        0
     Other            $ 1,201,220      $1,336,365

"Other" revenue includes upgrades and deinstallations of scanners.

The Fonar 360(TM) includes the Open Sky(TM) MRI. We received our first order for
a Fonar 360(TM) scanner in the first quarter of fiscal 2005. The magnet frame is
incorporated into the floor, ceiling and sidewalls of the scan room and is open.
Consequently,  physicians  and  family  members  can walk  inside  the magnet to
approach  the  patient.  The  Open  Sky(TM)  version  of the  Fonar  360(TM)  is
decoratively  designed so that it is incorporated  into the panoramic  landscape
that  decorates the walls of the scan room.  The ability of the Fonar 360(TM) to
give physicians direct 360 degree access to patients and the availability of MRI
compatible  interventional  instruments  such  as  needles,  catheters,  probes,
scalpels  and forceps,  will also enable the Fonar  360(TM) to be used for image
guided interventions.

Fonar's  showcase  installation  of the first  Fonar  360(TM)  MRI  scanner  was
completed at the Oxford Nuffield  Orthopedic  Center in Oxford,  United Kingdom.
Oxford-Nuffield  had two  objectives in the choice of the Fonar 360(TM) MRI. The
first was to have an open  mid-field  MRI imaging  scanner to meet their medical
imaging  needs.  The second was to have an open scanner that would enable direct
image guided surgical  intervention.  The Oxford-Nuffield  scanner is carrying a
full diagnostic imaging load daily.

Additionally,  development  of the works in  progress  Fonar  360(TM)  MRI image
guided  interventional  technology  is  actively  progressing.   Fonar  software
engineers have completed and installed their 2nd generation tracking software at
Oxford-Nuffield  which is designed to enable the surgeons to insert needles into
the patient and  accurately  advance them under direct visual image  guidance to
the target tissue, such as a tumor, so that therapeutic agents can be injected.

Health  Management  Corporation  of America  ("HMCA"),  a  subsidiary  of Fonar,
currently  is managing 10  diagnostic  imaging  centers  located in New York and
Florida.

All  these  centers,  are  equipped  with  Upright(R)  MRI  scanners.  HMCA  has
intensified its marketing efforts,  including the hiring of additional marketers
and supervisory  personnel.  HMCA's objective is to increase HMCA's revenues not
only for HMCA's sake of promoting HMCA's profitability but to provide sufficient
revenues to support both segments of our business  during times when MRI scanner
sales are weak.

MEDICAL EQUIPMENT SEGMENT

PRODUCTS

Fonar's principal products are the Upright(R) MRI and the Fonar 360(TM).

The Upright(R) MRI is a whole-body  open MRI system that enables  positional MRI
(pMRI(R))  applications,  such as  weight-bearing  MRI  studies.  Operating at a
magnetic field strength of 0.6 Tesla, the scanner is a powerful,  diagnostically
versatile  and  cost-effective  open MRI that provides a broad range of clinical
capabilities and a complete set of imaging protocols.

Patients can be scanned standing,  bending,  sitting, upright at an intermediate
angle or in any of the conventional  recumbent positions.  This multi-positional
MRI system accommodates an unrestricted range of motion for flexion,  extension,
lateral bending,  and rotation studies of the cervical (upper)and lumbar (lower)
spine. Previously difficult patient scanning positions can be achieved using the
system's MRI-compatible,  three-dimensional,  motorized patient handling system.
Patients,  lying  horizontally,  are placed into the magnet in the  conventional
manner.  The  system's  lift  and  tilt  functions  then  deliver  the  targeted
anatomical  region  to the  center  of the  magnet.  The  ceiling  and floor are
recessed  to  accommodate  the full  vertical  travel of the  table.  True image
orientation  is assured,  regardless of the rotation  angle,  via computer read-
back of the table's  position.  Spines and extremities can be scanned in weight-
bearing states; brains can be scanned with patients either standing or sitting.

This  capability of the Fonar  Upright(R)  technology has  demonstrated  its key
value on patients with the Arnold-Chiari  syndrome,  which is believed to affect
200,000 to 500,000  Americans.  In this  syndrome,  brain stem  compression  and
subsequent severe neurological symptoms occur in these patients, when because of
weakness in the support tissues within the skull, the brain stem descends and is
compressed at the base of the skull in the foramen magnum, which is the circular
bony  opening at the base of the skull  where the  spinal  cord exits the skull.
Conventional  lie-down MRI scanners  cannot make an adequate  evaluation  of the
pathology  since the  patient's  pathology is most visible and the symptoms most
acute when the patient is scanned in the upright weight-bearing position.

The Upright(R) MRI has also  demonstrated its value for patients  suffering from
scoliosis.  Scoliosis  patients have been  typically  subjected to routine x-ray
exams for years and must be imaged  upright for an adequate  evaluation of their
scoliosis.  Because the patient must be standing for the exam,  an x-ray machine
has been the only modality that could provide that service.  The Upright(R) MRI,
is the only MRI scanner  which  allows the patient to stand during the MRI exam.
Fonar has  developed a new RF receiver and scanning  protocol that for the first
time allows  scoliosis  patients to obtain  diagnostic  pictures of their spines
without the risks of x-rays.  A recent  study by the National  Cancer  Institute
(2000) of 5,466 women with  scoliosis  reported a 70% increase in breast  cancer
resulting from 24.7 chest x-rays these  patients  received on the average in the
course of their scoliosis treatment.

The Upright(R) MRI is exceptionally open, making it the most  non-claustrophobic
whole-body  MRI  scanner.  Patients  can walk into the magnet,  stand or sit for
their scans and then walk out.  From the patient's  point of view,  the magnet's
front-open  and  top-open  design  provides an  unprecedented  degree of comfort
because the scanner allows the patient an unobstructed  view of the scanner room
from  inside  the  magnet,  and there is  nothing in front of one's face or over
one's head.  The only thing in front of the patient's  face during the scan is a
very large (42")  panoramic TV (included with the scanner)  mounted on the wall.
The bed is tilted back five  degrees to  stabilize a standing  patient.  Special
coil fixtures,  a patient seat, Velcro straps,  and transpolar  stabilizing bars
are available to keep the patient  comfortable  and  motionless  throughout  the
scanning process.

Full-range-of-motion  studies  of the  joints in  virtually  any  direction  are
possible,  an especially  promising  feature for sports injuries.  Full Range of
Motion(TM)  cines, or movies,  of the lumbar spine will be achieved  under full
body weight.

The Upright(R) MRI will also be useful for MRI guided interventional  procedures
as  the  physician  would  have  unhindered   access  to  the  patient  with  no
restrictions in the vertical direction.

This easy-entry,  mid-field-strength  scanner should be ideal for trauma centers
where a quick MRI screening  within the first  critical  hour of treatment  will
greatly  improve  patients'  chances for  survival  and  optimize  the extent of
recovery.

The Fonar 360(TM) is an enlarged  room sized magnet in which the floor,  ceiling
and walls of the scan room are part of the magnet  frame.  This is made possible
by Fonar's  patented  Iron-Frame(TM)  technology  which allows our  engineers to
control,  contour and direct the magnet's lines of flux in the patient gap where
wanted and almost  none  outside  of the steel of the magnet  where not  wanted.
Consequently,  this  scanner  allows  360  degree  access  to the  patient,  and
physicians  and family  members are able to enter the scanner and  approach  the
patient.

The Fonar 360(TM) is presently marketed as a diagnostic scanner and is sometimes
referred to as the Open  Sky(TM) MRI. In its Open  Sky(TM)  capacity,  the Fonar
360(TM)  serves as an open  patient-friendly  scanner  which  allows  360 degree
access to the patient on the scanner bed.

To optimize the  patient-friendly  character of the Open Sky(TM) MRI, the walls,
floor, ceiling and magnet poles are decorated with landscape murals. The patient
gap is twenty inches and the magnetic field strength is 0.6 Tesla.

We also  expect to  enable  the  Fonar  360(TM)  to  function  as an MRI  guided
interventional   scanner,   for  the  purpose  of  performing   intra-operative,
interventional and therapeutic procedures with MR compatible instrumentation. In
this  capacity,  the  enlarged  room sized  magnet and 360 degree  access to the
patient afforded by the Fonar 360(TM) would permit full-fledged support teams to
walk into the magnet and perform MRI guided  interventions on the patient inside
the magnet.  Most importantly,  the exceptional quality of the MRI image and its
exceptional  capacity to exhibit  tissue  detail on the image,  by virtue of the
nuclear resonance signal's  extraordinary capacity to create image contrast, can
then be  obtained  very near real time to guide  the  physician  during  the MRI
guided  intervention.  Thus  MRI  compatible  instruments,  needles,  catheters,
endoscopes  and the like can be  introduced  directly  into the  human  body and
guided to the  malignant  lesion or other  pathology  by means of the MRI image.
Surgically inoperable lesions could be accessed through MRI guided catheters and
needles  making it  possible  to deliver  the  treatment  agent  directly to the
targeted tissue.

The first Fonar 360(TM) MRI scanner, installed at the Oxford-Nuffield Orthopedic
Center in Oxford,  United  Kingdom,  is now carrying a full  diagnostic  imaging
caseload.  In  addition,  however,  development  of the works in progress  Fonar
360(TM) MRI image  guided  interventional  technology  is actively  progressing.
Fonar  software  engineers  have  completed and installed  their 2nd  generation
tracking software at Oxford-Nuffield which is designed to enable the surgeons to
insert needles into the patient and accurately advance them, under direct visual
image  guidance,  to the target  tissue,  such as a tumor,  so that  therapeutic
agents can be injected.

With current treatment methods, such as chemotherapy taken by mouth, the therapy
must  always be  restricted  in the doses that can be  applied to the  malignant
tissue   because  of  the  adverse   effects  on  the  healthy   tissues.   Thus
chemotherapies must be limited at the first sign of toxic side effects. The same
is the case with  radiation  therapy.  Fonar expects that with the Fonar 360(TM)
treatment agents may be  administrated  directly to the malignant tissue through
small catheters or needles,  thereby allowing much larger doses of chemotherapy,
x-rays, laser ablation, microwave and other anti-neoplastic agents to be applied
directly and  exclusively to the malignant  tissue with more effective  results.
Since the interventional procedure of introducing a treatment needle or catheter
under image  guidance will be minimally  invasive,  the procedure can be readily
repeated should  metastases occur elsewhere,  with minimum impact on the patient
beyond a straightforward needle injection.  The presence of the MRI image during
treatment would enable the operator to make assessments during treatment whether
the treatment is being effective.

In addition to the patient  comfort and new  applications,  such as MRI directed
interventions,  made possible by our scanners'  open design,  the Upright(R) and
Fonar 360(TM) scanners are designed to maximize image quality through an optimal
combination of  signal-to-noise  (S/N) and  contrast-to-noise  (C/N) ratios. The
technical   improvements   realized  in  these   scanners'   design  over  their
predecessors  also  include  increased  image-processing  speed  and  diagnostic
flexibility.

MRI directed  interventions are made possible by the scanners' ability to supply
images to a monitor  positioned  next to the  patient,  enabling the operator to
view in process an interventional  procedure from an unlimited number of angles.
The  openness of Fonar's  scanners  would  enable a physician  to perform a wide
range of interventional procedures inside the magnet.

In the case of breast imaging the access by a physician  permits an image guided
biopsy to be performed  easily which is essential  once  suspicious  lesions are
spotted by any diagnostic  modality.  In addition to being far superior to x-ray
in  detecting  breast  lesions  because of the MRI's  ability to create the soft
tissue contrast  needed to see them,  where x-ray is deficient in its ability to
generate the needed contrast between cancer and normal tissue,  there is not the
painful compression of the breast characteristic of X-ray mammography.

The Upright(R) MRI and Fonar 360(TM) scanners share much of the same fundamental
technology  and offer the same  speed,  precision  and  image  quality.  Fonar's
scanners  initiated the new market  segment of high-field  open MRI.  High-field
open  MRIs  operate  at  significantly  higher  magnetic  field  strengths  and,
therefore,  produce  more  of the  MRI  image-producing  signal  needed  to make
high-quality MRI images (measured by signal-to-noise ratios, S/N).

The  Upright(R) MRI and Fonar 360(TM)  scanners  utilize a 6000 gauss (0.6 Tesla
field strength) iron core electromagnet.  The greater field strength of the 6000
gauss magnet, as compared to lower field open MRI scanners that operate at 3,000
gauss (0.3 Tesla) when enhanced by the electronics  already  utilized by Fonar's
scanners,  produces images of higher quality and clarity. Fonar's 0.6 Tesla open
scanner magnets are among the highest field "open MRI" magnets in the industry.

The  Upright(R)  MRI and Fonar 360(TM)  scanners are designed to maximize  image
quality through an optimal  combination of  signal-to-noise  (S/N) and contrast-
to-noise  (C/N)  ratios.  The technical  improvements  realized in the scanners'
design  over their  lower  field  predecessors  also  include  increased  image-
processing speed and diagnostic flexibility.

Several technological  advances have been engineered into the Upright(R) MRI and
Fonar 360(TM) scanners for extra  improvements in S/N,  including:  new high-S/N
Organ Specific(TM)  receiver coils; new advanced front-end electronics featuring
high-speed,  wide-dynamic-range  analog-to-digital conversion and a miniaturized
ultra-low-noise pre-amplifier;  high-speed automatic tuning, bandwidth-optimized
pulse  sequences,   multi-bandwidth   sequences,   and  off-center  FOV  imaging
capability.

In  addition  to the  signal-to-noise  ratio,  however,  the factor that must be
considered when it comes to image quality is contrast,  the quality that enables
reading  physicians  to clearly  distinguish  adjacent,  and  sometimes  minute,
anatomical  structures  from their  surroundings.  This  quality is  measured by
contrast-to-noise  ratios (C/N).  Unlike S/N, which  increases  with  increasing
field strength,  relaxometry  studies have shown that C/N peaks in the mid-field
range and  actually  falls off  precipitously  at higher  field  strengths.  The
Upright(R) MRI and Fonar 360(TM)  scanners  operate  squarely in the optimum C/N
range.

The  Upright(R)  MRI and Fonar 360(TM)  provide  various  features  allowing for
versatile  diagnostic  capability.  For example,  SMART(TM)  scanning allows for
same-scan  customization of up to 63 slices,  each slice with its own thickness,
resolution,  angle and position. This is an important feature for scanning parts
of the body that  include  small-structure  sub-regions  requiring  finer  slice
parameters.  There is also Multi-Angle  Oblique(TM)  (MAO) imaging,  and oblique
imaging.

The console for these scanners includes a mouse-driven,  multi-window  interface
for easy  operation  and a 19-inch,  1280 x 1024-pixel,  20-up,  high-resolution
image monitor with features such as electronic  magnifying  glass and real-time,
continuous zoom and pan.

The  predecessors of the Upright(R) MRI and Fonar 360(TM) were FONAR's  QUAD(TM)
scanner,  Ultimate(TM)  7000 scanner and  Beta(TM)  scanner.  The Beta(TM)  3000
scanner utilized a permanent magnet. The Beta(TM) 3000M scanner utilized an iron
core  electromagnet.  All of our  current  and  earlier  model  scanners  create
cross-sectional images of the human body.

During  fiscal  2011,  sales  of  our  Upright(R)  MRI  scanners  accounted  for
approximately  16.1% of our total  revenues  and 30.0% of our medical  equipment
revenues,  as compared to 24.7% of total revenues and 37.9% of medical equipment
revenues in fiscal  2010.  These  results  reflect the  decrease in our sales of
scanners.

During fiscal 2011 and fiscal 2010, we had no revenues  attributable to sales of
our Fonar 360(TM) scanner.

Our principal  selling,  marketing and advertising  efforts have been focused on
the Upright(R) MRI, which we believe is a particularly unique product, being the
only MRI scanner which is both open and allows for weight-bearing imaging. Since
we perceive that the Upright(R) MRI is  successfully  penetrating the market and
enabled us to achieve  profitability  in fiscal 2011,  we expect to continue our
focus on the Upright(R) MRI in the immediate  future. We are optimistic that the
Fonar 360(TM) and our other products and works in progress will also  contribute
to increased product sales.

The materials and components  used in the  manufacture of our products  (circuit
boards, computer hardware components,  electrical components, steel and plastic)
are  generally  available  at  competitive  prices.  We have not had  difficulty
acquiring such materials.

WORKS-IN-PROGRESS

All of our  products  and  works-in-progress  seek to  bring to the  public  MRI
products  that are  expected  to  provide  important  advances  against  serious
disease.

MRI takes  advantage of the nuclear  resonance  signal  elicited from the body's
tissues and the  exceptional  sensitivity of this signal for detecting  disease.
Much of the  serious  disease  of the body  occurs  in the soft  tissue of vital
organs.  The  principal  diagnostic  modality  currently  in use  for  detecting
disease,  as in the case of x-ray  mammography,  are diagnostic  x-rays.  X-rays
discriminate  soft tissues,  such as healthy breast tissue and cancerous  tissue
poorly,  because the x-ray  particle  traverses the various soft tissues  almost
equally  thereby  causing  target films to be nearly  equally  exposed by x-rays
passing through adjacent soft tissues and creating healthy and cancerous shadows
on the film  that  differ  little in  brightness.  The  image  contrast  between
cancerous  and healthy  breast  tissue is poor,  making the  detection of breast
cancers by the x-ray  mammogram  less than optimal and forcing the  mammogram to
rely   on   the   presence   or   absence   of    microscopic    stones   called
"microcalcifications"  instead of being able to "see" the breast cancer  itself.
If microcalcifications are not present to provide the missing contrast, then the
breast cancer goes  undetected.  They  frequently  are not present.  The maximum
contrast  available  by x-ray with which to  discriminate  disease is 4%.  Brain
cancers differ from surrounding healthy brain by only 1.6% while the contrast in
the brain by MRI is 25 times greater at 40%.  X-ray  contrasts  among the body's
soft  tissues are  maximally  4%.  Their  contrast by MRI is 32.5 times  greater
(130%).

The soft tissue contrasts with which to distinguish cancers on images by MRI are
up to 180%. In the case of cancer these contrasts can be even more marked making
cancers readily visible and detectable anywhere in the body. This is because the
nuclear resonance signals from the body's tissues differ so dramatically.  Liver
cancer and healthy liver signals differ by 180% for example.  Thus there is some
urgency to bring to market an MRI based  breast  scanner  that can  overcome the
x-ray  limitation and assure that  mammograms do not miss serious  lesions.  The
added  benefit  of  MRI  mammography  relative  to x-  ray  mammography  is  the
elimination  of the need for the patient to disrobe and the painful  compression
of the breast  typical  of the x-ray  mammogram.  The  patient is scanned in her
street clothes in MRI mammography. Moreover MRI mammogram scans the entire chest
wall  including  the axilla for the presence of nodes which the x-ray  mammogram
cannot reach.

We view our  Upright(R)  MRI as having the  potential  for being an ideal breast
examination  machine as it permits the patient to be seated for the examination,
which would allow easy access for an MRI guided breast  biopsy when needed.  The
Fonar 360(TM) MRI scanner would also be ideal for breast examinations.

PRODUCT MARKETING

The principal markets for the Company's  scanners are private diagnostic imaging
centers and hospitals.

Our  internal  sales  force  handles  the  domestic  market.  We continue to use
independent manufacturer's representatives and distributors for foreign markets.
None of  Fonar's  competitors  are  entitled  to make the Fonar  Upright(R)  MRI
scanner.

Fonar's Website includes interactive product information for reaching customers.

Fonar  exhibited  its new  products  at the annual  meeting of the  Radiological
Society of North America ("RSNA") in Chicago from November 1995 through 2007 and
will consider attending RSNA meetings in future years.

Fonar has targeted  orthopedic  surgeons and  neurosurgeons,  particularly spine
surgeons,  as important markets for the Upright(R) MRI.  Accordingly,  Fonar has
exhibited at annual  meetings of The American  Academy of  Orthopaedic  Surgeons
(AAOS);  the North American Spine Society  (NASS);  the American  Association of
Neurological  Surgeons (AANS); and the Congress of Neurological  Surgeons (CNS).
In addition,  in 2007, Fonar attended the Global Health Care Expansion  Congress
and the Abu Dahabi International Surgical Conference abroad.

Fonar's success in targeting surgeons was most evident in the sale, in September
2006, of an  Upright(R)  MRI scanner to the largest  orthopedic  hospital in the
Netherlands,  the St.  Maartenskliniek  in Nijmegen.  In addition to being a key
sale to a prestigious  hospital,  the medical  conclusions reached and stated by
the buyer and the buyer's  intention to conduct  research  and publish  articles
concerning the Upright(R) technology, are a vital component to Fonar's objective
to prove to the medical community at large, insurers,  governmental agencies and
others the benefits,  if not the necessity of Upright(R) scanning. A Director of
St.  Maartenskliniek  and the Chairman of Spine  Surgery  stated that "We at St.
Maartenskliniek,  the biggest orthopedic  hospital in the Netherlands,  are very
much looking  forward to this new technology  from Fonar which will enable us to
evaluate  the spine  anatomy in the fully  weight-bearing  state and in multiple
positions.  We expect  these  new  multi-position  capabilities  to lead to more
accurate  diagnosis and better  surgery  outcomes for patients.  Once our active
research  program has discovered  the benefits of this new Fonar  technology for
patients,  we intend to publish the results in a lot of peer reviewed scientific
journals." The Chairman  stated further "that once Fonar made available  upright
weight-bearing MRI imaging  technology,  owning one for the St.  Maartenskliniek
"Spine Center" was not optional but  mandatory.  For our hospital to continue to
engage in spine surgery without it, once this new technology  became  available,
was unacceptable".

Recognition  of the  importance  of  Fonar  Upright(R)  MRI  continues  to grow.
Medserena,  of Germany,  announced  in August,  2010 the  purchase of its fourth
Upright(R)  Multi-Position(TM)  MRI. CEO Matthais Schulz said, "The large number
of requests  coming from our  physicians  in Germany are arising  because of the
special  medical  need for  FONAR's  unique  technology.  This is in spite of an
intensely   active  MRI  market  in  Germany,   where  there  are  already  many
conventional lie-down MRIs installed."


Even  high-field  3.0 Tesla MRI scanners  cannot  overshadow  the  importance of
Fonar's unique  technology.  In August,  2010, a  distinguished  board-certified
radiologist in Florida, the owner/operator of two multi-modality imaging centers
equipped  with MRIs,  ordered a Fonar  Upright(R)  MRI. He initially  considered
purchasing  a 3.0 Tesla  lie-down  MRI,  but  decided  instead  to buy the Fonar
Upright(R)  Multi-Position(TM)  MRI when he  became  aware  of its  many  unique
imaging capabilities.

Fonar's advertising  strategy has been designed to reach key purchasing decision
makers with  information  concerning our flagship  product,  the Upright(R) MRI.
This has led to many  inquiries and to some sales of the  Upright(R) MRI scanner
and is intended  to increase  Fonar's  presence in the medical  market.  Fonar's
advertising  has  been  directed  at  four  target   audiences:   neurosurgeons,
orthopaedic surgeons, radiologists and physicians in general.

     1) Neurosurgeons and Orthopaedic  Surgeons:  These are the surgeons who can
most benefit from the superior  diagnostic  benefits of the Fonar Upright(R) MRI
with its  Multi-Position(R)  diagnostic  ability.  Advertisements  to them  have
appeared in the journal Spine, The Journal of  Neurosurgery,  and the Journal of
the American Academy of Orthopedic Surgery.

     2)  Radiologists:  This segment of the campaign is aimed at the  physicians
who  now  have  a  new  modality  to  offer  their  referring  physicians.   Our
advertisements  directed  to them have  appeared  in  Radiology  and  Diagnostic
Imaging.

     3) All  Physicians:  These  advertising  efforts have been  directed to the
total physician  audience,  so that the vast number of doctors who send patients
for MRI's are aware of the diagnostic  advantages of the Fonar Upright(R) Multi-
Position(R) MRI.  Advertisements  directed to this audience have appeared in the
Journal of the American Medical Association.

This advertising has featured a series of compelling messages. One advertisement
pointed out that the AMA book, Guides to the Evaluation of Permanent Impairment,
indicates  that  diagnosis  must be performed  upright in flexion and extension.
Another  advertisement  was  educational  and headlined,  "Discover the power of
Upright Imaging".  Fonar realizes that  peer-to-peer  communications is the most
powerful way to speak to physicians.  Consequently,  testimonials  from surgeons
and radiologists have been used to promote our Upright(R) MRI scanner. The first
such advertisement  featured five surgeons and two radiologists,  explaining the
Multi-Position(R)  diagnostic  benefits of the Fonar  Upright(R)  MRI scanner to
them.  Another  advertisement  featured a leading  radiologist,  telling  why he
bought 12 Fonar Upright(R) MRI scanners and planned to buy more.

Also,  our  advertising  for HMCA  also  serves  as  advertising  for  Fonar MRI
scanners. We have increased internet awareness of our product by driving patient
traffic to the Upright(R)  scanning centers we manage by installing Websites for
every location.  These websites and advertising  give  prospective  customers of
Upright(R)  MRI  scanners a view of  operating  Upright(R)  MRI  centers and the
benefits of using an Upright(R) MRI scanner.  The success of HMCA- managed sites
not only increases management fees to HMCA but encourages new sales for Fonar as
well.

To meet the demand for high-field  open MRI scanners,  Fonar plans to devote its
principal  efforts to marketing the  Upright(R)  MRI. The  Upright(R) MRI is the
only scanner in the industry that has the unique capability of scanning patients
under  weight-bearing  conditions  and in  various  positions  of pain or  other
symptoms. In addition we will continue to market our Fonar 360(TM) MRI scanners.
Utilizing a 6000 gauss (0.6 Tesla field strength) iron core  electromagnet,  the
Upright(R)  MRI and Fonar  360(TM)  scanner  magnets are among the highest field
"Open MRI" scanners in the industry.

The  Upright(R)  MRI is also  suited to fill a demand  for better  diagnoses  of
scoliosis  patients,  who must be standing for the exam.  Scoliosis patients are
typically  subjected  to routine  x-ray exams for years.  In the past,  an x-ray
machine was the only  modality  that could  provide  that  service.  Typical MRI
scanners  cannot provide this service because the patient cannot stand up inside
of them. The Fonar  Upright(R) MRI scanner  is the only MRI scanner which allows
the  patient  to stand  during the exam.  The Fonar  Upright(R)  Scanner  avoids
radiation of the x-ray machines  currently  used for scoliosis,  which have been
reported by the National Cancer Institute to cause a 70% increase in the risk of
breast cancer.  Other important new applications  are Upright(R)  imaging of the
pelvic floor and abdomen to image prolapses and inguinal hernias. Fonar has also
developed  the first  non-invasive  method to image the  prostate:  the  patient
simply sits on a flat, seat-like coil.

We also will seek to introduce  new MRI  applications  for our scanners  such as
MRI-directed  interventions.  Our areas of  operations  are  principally  in the
United States. During the fiscal year ended June 30, 2011, 8.5% of the Company's
revenues were generated by foreign sales, as compared to 11.9% for fiscal 2010.

We are  seeking  to  promote  foreign  sales and have sold  scanners  in various
foreign  countries.  Foreign  sales,  however,  have  not  yet  proved  to  be a
significant source of revenue.

SERVICE AND UPGRADES FOR MRI SCANNERS

Our  customer  base of installed  scanners  has been and will  continue to be an
additional source of income, independent of direct sales.

Income is generated  from the  installed  base in two  principal  areas  namely,
service  and  upgrades.  Service  and  maintenance  revenues  from our  external
installed base were approximately $11.1 million in fiscal 2011 and $11.1 million
in fiscal 2010. We expect service  revenues to increase as warranties  expire on
previously sold scanners, and the customers then enter into service contracts.

We also  anticipate  that our new  scanners  will result in  upgrades  income in
future fiscal years. The potential for upgrades income, particularly in the form
of  new  patient   supporting  upright  imaging  fixtures  and  receiver  coils,
originates in the  versatility and  productivity  of the new Upright(R)  Imaging
technology.  New medical uses for MRI technology are constantly being discovered
and are anticipated for the Upright(R)  Imaging technology as well. New features
can often be added to the  scanner  by the  implementation  of little  more than
versatile new software packages. For example,  software can be added to existing
MRI angiography  applications to synchronize  angiograms with the cardiac cycle.
By doing so the dynamics of blood vessel  filling and emptying can be visualized
with movies.  Such  enhancements are attractive to end users because they extend
the useful life of the equipment and enable the user to avoid  obsolescence  and
the expense of having to purchase new equipment.

RESEARCH AND DEVELOPMENT

During  the fiscal  year  ended  June 30,  2011,  we  incurred  expenditures  of
$1,507,290,  $67,258 of which was capitalized,  on research and development,  as
compared to  $2,773,704,  $315,362 of which was  capitalized,  during the fiscal
year ended June 30, 2010.

Research and development activities have focused principally, on the development
and enhancement of the Upright(R) and Fonar 360(TM) MRI scanners. The Upright(R)
MRI and Fonar 360(TM) involve significant  software and hardware  development as
the new  products  represent  entirely  new  hardware  designs and  architecture
requiring a new operating software.  Our research activity includes developing a
multitude  of new features for upright  scanning  made  possible by the new high
speed data  processing  power of  Fonar's  newest  scanners.  In  addition,  the
Company's  research  and  development  efforts  include the  development  of new
software,  such  as its  Sympulse(TM)  software  and  hardware  upgrade  and the
designing  and  continuing  introduction  of new receiver  surface coils for the
Upright(R) MRI.

Research  and  development  activities  have  focused  principally  on  software
improvements  to the  user  interface  of the  MRI  scanner.  The  Windows-based
Sympulse(TM)  platform  controls all of the functions of the UPRIGHT(R)  scanner
except  those  of  the  versatile,   multi-position   patient  table.  Separate,
dedicated,  motion-control  software is used to maneuver the UPRIGHT(R) bed, and
development of this software is ongoing as well. The same Sympulse(TM)  platform
running identical  software underpins the operation of other FONAR MRI scanners,
including the FONAR 360(TM) and older units such as the Quad 12000(TM).

In December 2010 FONAR completed and shipped Release 8.0. The signature  feature
of Release  8.0 is the  Centering  Cursor,  which  enables the  technologist  to
position the target anatomy  precisely at the center of the magnet by means of a
cursor that can be translated on scout or localizer images.  The location of the
Centering  Cursor is communicated  directly to the patient table with a click of
the mouse.  Because the  UPRIGHT(R)  bed enjoys three  degrees of freedom in its
motion,  unlike  conventional  recumbent  MRI scanners that have but one (in and
out),  the anatomy of  interest  can be scanned at magnet  isocenter,  where the
magnetic   field  is  most  uniform.   This  is  critical  for  the   successful
implementation of chemical-shift  sensitive fat suppression techniques,  such as
direct fat saturation and the Dixon method.

While  software  improvements  to the user  interface are important in their own
right,  significant  value is added to the MRI  scanner by the  modification  of
existing  protocols for examining various parts of the body, and the development
of new protocols that utilize new underlying  capabilities of the pulse sequence
software.

For example,  in Release 8.0, the Dixon method of fat  suppression  was extended
from gradient echo sequences to fast spin echo and spin echo sequences.  This is
particularly   important  for   musculoskeletal   imaging   because  it  enables
technologists to meet the demand of radiologists for true proton density-,  T1-,
and  T2-weighted  imaging with fat  suppression.  Protocols  employing  this new
technique were released  together with the user interface  software in a bundled
package. Over time, FONAR users have become accustomed to the steady improvement
in clinical protocols that accompany new software releases.  More significantly,
in recent years we have seen  increasing  adoption of FONAR-  standard  clinical
protocols  over those  developed  on site.  This is a testament  to the superior
image quality they produce in attractively short scan times.

The development of clinically  practical scan protocols and software  depends on
close contact between research and development  scientists and engineers and end
users. That close contact is facilitated in part by the subsidiary  relationship
with  HMCA-IMPERIAL  and the  scanning  centers it manages.  In addition to that
collaboration,  R&D  staff  have  pursued  a  variety  of novel  and  UPRIGHT(R)
MRI-specific research projects that, it is anticipated,  will ultimately lead to
new  applications  that are made  available  to  existing  customers  as upgrade
add-ons to their machines.

For example,  a multi-year  collaboration  with faculty and graduate students at
the University of Delaware has lead to the development of an open-geometry  low-
impedance  quadrature  knee coil that is  ideally  suited to the  weight-bearing
examination  of the  knee,  and the study of a variety  of  pathologies  such as
patellofemoral  pain  syndrome  and  osteoarthritis.  This work is  described in
doctoral  dissertations  and papers that have been presented at conferences  and
submitted for publication.

Two  independent  collaborations  with plastic  surgeons  specializing in breast
implantation  have  yielded  insights  into  the way in which  various  types of
implants  coexist  with  surrounding  tissues  in the  cosmetically  significant
upright seated or standing posture.  One or more publications  authored by these
outside users are in progress.

A receiver  coil and  scanning  protocols  designed  for  rapid,  x-ray free MRI
evaluation of patients with  scoliosis has already been made  available to FONAR
customers.  FONAR  image  display  software  that  enables the  technologist  to
reformat  the axial 3D data set into a coronal  plane that  follows the lordotic
curve of the spine is enabled upon purchase of the coil.  Papers describing this
work have already been published.

Another important  development is "Correlated  Slice Profile"  (CSP(TM)) Imaging
which can be done for most spine patients.  The patient having the spine scan is
scanned  in  the  four  positions  of  Upright(R)-neutral,   Upright(R)-flexion,
Upright(R)-extension,  and traditional recumbent. At the conclusion of the scan,
the MRI technologist selects a center-slice  sagittal view from each of the four
positions.  The four image  positions are then  displayed  side by side. In this
way, one can quickly comprehend how a patient's  pathology changes from position
to position within the same anatomic slice. This  multi-position  weight-bearing
imaging of the spine enables the patient's physician to see all of the patient's
symptom-generating  pathology so they can be correctly addressed therapeutically
or surgically (if necessary).

BACKLOG

Our backlog of unfilled  orders at  September  20, 2011 was  approximately  $9.4
million, as compared to $14.9 million at September 28, 2010. It is expected that
a  substantial  portion of the existing  backlog of orders will be filled within
the 2012 fiscal year. Our contracts generally provide that if a customer cancels
an  order,  the  customer's   initial  down  payment  for  the  MRI  scanner  is
nonrefundable.

PATENTS AND LICENSES

We currently have numerous  patents in effect which relate to the technology and
components of the MRI scanners.  We believe that these patents, and the know-how
we have developed, are material to our business.

One of our  patents,  issued in the name of Dr.  Damadian and licensed to Fonar,
was United  States  patent No.  3,789,832,  Apparatus  and Method for  Detecting
Cancer in Tissue, also referred to as the "1974 Patent".  The development of our
MRI scanners have been based upon the 1974 Patent,  and we believe that the 1974
Patent  was the first of its kind to  utilize  MR to scan the human  body and to
detect cancer. The 1974 Patent was extended beyond its original 17-year term and
expired in February,  1992. We have  significantly  enhanced our patent position
within the industry  and now  possesses a  substantial  patent  portfolio  which
provides us, under the aegis of United States patent law, "the  exclusive  right
to make, use and sell" many of the scanner  features  which Fonar  pioneered and
which are now incorporated in most MRI scanners sold by the industry. As of June
30, 2011,  172 patents had been issued to Fonar,  and  approximately  26 patents
were  pending.  A number of  Fonar's  existing  patents  specifically  relate to
protecting  Fonar's  position in the high-field iron frame open MRI market.  The
patents further enhance Dr.  Damadian's  pioneer patent,  the 1974 Patent,  that
initiated the MRI industry and provided the original  invention of MRI scanning.
The terms of the patents in Fonar's portfolio extend to various times.

We also have patent cross-licensing agreements with other MRI manufacturers.

PRODUCT COMPETITION

MRI SCANNERS

A majority of the MRI scanners in use in hospitals and outpatient facilities and
at mobile  sites in the United  States  are based on high field air core  magnet
technology  while the  balance are based on open iron frame  magnet  technology.
Fonar's open iron frame MRI scanners are competing  principally  with high-field
air core scanners.  Fonar's open MRI scanners,  however, utilizing a 6,000 gauss
or 0.6 Tesla field strength,  iron core electromagnet,  were the first "open" MR
scanners at high field strength.

Fonar believes that its MRI scanners have significant  advantages as compared to
the high-field air core scanners of its competitors. These advantages include:

1. There is no expansive  fringe  magnetic  field.  High field air core scanners
require a more  expensive  shielded  room than is  required  for the iron  frame
scanners.  The shielded room required for the iron frame scanners is intended to
prevent interference from external radio frequencies.

2. They are more open and quiet.

3.  They  can  scan  the  trauma  victim,   the  cardiac  arrest  patient,   the
respirator-supported  patient,  and  premature and newborn  babies.  This is not
possible  with  high-  field air core  scanners  because  their  magnetic  field
interferes with conventional life-support equipment.

The  principal  competitive  disadvantage  of our  products is that they are not
"high field strength",  1.0 Tesla +, magnets. As a general principle, the higher
field  strength  can produce a faster  scan.  In some parts of the body a faster
scan can be traded for a clearer picture.  Although we believe that the benefits
of "openness"  provided by our scanners compensate for the lower field strength,
certain customers will still prefer the higher field strength.

Fonar  faces  competition  within  the MRI  industry  from such firms as General
Electric Company,  Philips N.V., Toshiba  Corporation,  Hitachi  Corporation and
Siemens A.G.  Most  competitors  have  marketing and  financial  resources  more
substantial  than those  available to us. They have in the past,  and may in the
future,  heavily  discount the sales price of their scanners.  Such  competitors
sell both high  field  air core  superconducting  MRI  scanners  and iron  frame
products.  Fonar's  original iron frame design,  ultimately  imitated by Fonar's
competitors to duplicate Fonar's origination of "Open" MRI magnets, gave rise to
current patient  protected  Upright(R) MRI technology with the result that Fonar
today is the unique and only  supplier  of the  highest  field MRI  magnets  (.6
Tesla)  that  are not  superconducting,  do not use  liquid  helium  and are not
therefore susceptible to explosion.

The iron frame,  because it could control the magnetic  lines of force and place
them where  wanted and remove them from where not  wanted,  such as in the Fonar
360(TM) where  physicians and staff are standing,  provide a much more versatile
magnet design than is possible with air core magnets.  Air core magnets  contain
no iron but consist entirely of turns of current carrying wire.

For an 11 year  period  from  1983-1994,  Fonar's  large  competitors,  with one
exception,  generally  rejected  Fonar's "open" design but by now all have added
the iron frame  "open"  magnet to their MRI product  lines.  One reason for this
market shift, in addition to patient  claustrophobia,  is the awareness that the
open  magnet  designs  permit  access  to the  patient  to  perform  MRI  guided
procedures,  a field which is now growing rapidly and is called  "interventional
MRI."

The Fonar 360(TM) scanner explicitly  addresses this growing market reception of
MRI guided interventions, and the first of these scanners was sold to a hospital
in  England.  Fonar's  Upright(R)  magnet  also  addresses  the  growing  market
reception   of  MRI  guided   interventions.   Although   not  enabling  a  full
interventional  theater as the Fonar 360(TM) does, the iron frame Upright(R) MRI
design  permits  ready  access  to the  patient  and  enables  a wide  range  of
interventional  procedures  such as biopsies  and needle or  catheter  delivered
therapies  to be  performed  under MRI image  guidance.  The  "tunnel"  air core
superconductive  scanners do not permit  access to the patient while the patient
is inside the scanner.

Fonar  expects  to be the leader  Upright(R)  Multi-Position  MRI for  providing
dynamic  visualization  of body parts such as the spine and other joints as well
as  dynamic  visualization  of the  heart  in its  upright  position  when it is
sustaining its full normal physiological load. No companies possess the patented
Upright(R)  MRI  technology  or the  Fonar  360(TM)'s  360  degree  full  access
interventional technology.

OTHER IMAGING MODALITIES

Fonar's MRI scanners also compete with other diagnostic imaging systems,  all of
which are based upon the ability of energy waves to  penetrate  human tissue and
to  be  detected  by  either   photographic  film  or  electronic   devices  for
presentation  of an image on a  television  monitor.  Three  different  kinds of
energy waves - X-ray,  gamma and sound - are used in medical imaging  techniques
which compete with MRI medical scanning, the first two of which involve exposing
the patient to potentially  harmful  radiation.  These other imaging  modalities
compete with MRI products on the basis of specific applications.

X-rays  are the most  common  energy  source  used in  imaging  the body and are
employed in three imaging modalities:

1. Conventional X-ray systems,  the oldest method of imaging, are typically used
to image bones and teeth. The image resolution of adjacent  structures that have
high  contrast,  such as bone adjacent to soft tissue,  is excellent,  while the
discrimination  between  soft  tissue  organs  is  poor  because  of the  nearly
equivalent penetration of x-rays.

2. Computerized  Tomography,  also referred to as "CT", systems couple computers
to x-ray  instruments  to produce  cross-sectional  images of  particular  large
organs or areas of the body. The CT scanner  addresses the need for images,  not
available  by  conventional  radiography,  that display  anatomic  relationships
spatially.  However, CT images are generally limited to the transverse plane and
cannot  readily be  obtained  in the two other  planes,  sagittal  and  coronal.
Improved picture resolution is available at the expense of increased exposure to
x-rays from multiple  projections.  Furthermore,  the pictures  obtained by this
method  are  computer  reconstructions  of a series  of  projections  and,  once
diseased  tissue has been  detected,  CT  scanning  cannot be  focused  for more
detailed pictorial analysis or obtain a chemical analysis.

3. Digital  radiography  systems add computer  image  processing  capability  to
conventional  x-ray  systems.  Digital  radiography  can be used in a number  of
diagnostic procedures which provide continuous imaging of a particular area with
enhanced image quality and reduced patient exposure to radiation.

Nuclear medicine systems,  which are based upon the detection of gamma radiation
generated by radioactive  pharmaceuticals  introduced into the body, are used to
provide  information  concerning  soft  tissue  and  internal  body  organs  and
particularly to examine organ function over time.

Ultrasound systems emit, detect and process high frequency sound waves reflected
from organ  boundaries and tissue  interfaces to generate  images of soft tissue
and internal body organs.  Although the images are  substantially  less detailed
than those  obtainable  with x-ray methods,  ultrasound is generally  considered
harmless and therefore has found particular use in imaging the pregnant uterus.

X-ray machines,  ultrasound  machines,  digital  radiography systems and nuclear
medicine compete with the MRI scanners by offering significantly lower price and
space  requirements.  However,  Fonar  believes  that the  quality of the images
produced by its MRI scanners is generally  superior to the quality of the images
produced by those other methodologies.

GOVERNMENT REGULATION

FDA Regulation

The Food and Drug  Administration  in  accordance  with  Title 21 of the Code of
Federal  Regulations  regulates the  manufacturing  and marketing of Fonar's MRI
scanners.  The  regulations  can be  classified  as either  pre-market  or post-
market.  The pre-market  requirements  include  obtaining  marketing  clearance,
proper device labeling,  establishment registration and device listing. Once the
products  are on the market,  Fonar must comply  with  post-market  surveillance
controls.  These requirements include the Quality Systems Regulation,  or "QSR",
also known as Current Good Manufacturing  Practices or CGMPs, and Medical Device
Reporting,  also referred to as MDR regulations.  The QSR is a quality assurance
requirement that covers the design,  packaging,  labeling and manufacturing of a
medical device. The MDR regulation is an adverse event-reporting program.

Classes of Products

Under the  Medical  Device  Amendments  of 1976 to the  Federal  Food,  Drug and
Cosmetic  Act, all medical  devices are  classified by the FDA into one of three
classes. A Class I device is subject only to general controls,  such as labeling
requirements  and  manufacturing  practices;  a Class II device must comply with
certain  performance  standards  established  by the FDA; and a Class III device
must obtain pre-market approval from the FDA prior to commercial marketing.

Fonar's products are Class II devices.  Class I devices are subject to the least
regulatory control.  They present minimal potential for harm to the user and are
often simpler in design than Class II or Class III devices.  Class I devices are
subject to "General  Controls"  as are Class II and Class III  devices.  General
Controls include:

1. Establishment  registration of companies which are required to register under
21 CFR Part 807.20,  such as manufacturers,  distributors,  re-packagers and re-
labelers.

2. Medical device listing with FDA of devices to be marketed.

3.  Manufacturing  devices in  accordance  with the Current  Good  Manufacturing
Practices Quality System Regulation in 21 CFR Part 820.

4. Labeling  devices in accordance with labeling  regulations in 21 CFR Part 801
or 809.

5. Submission of a Premarket Notification,  pursuant to 510(k), before marketing
a device.

Class II devices are those for which general  controls alone are insufficient to
assure safety and  effectiveness,  and existing methods are available to provide
such  assurances.  In addition to  complying  with  general  controls,  Class II
devices  are also  subject to special  controls.  Special  controls  may include
special  labeling  requirements,   guidance  documents,   mandatory  performance
standards and post-market surveillance.


We received  approval to market our Beta(TM) 3000 and Beta(TM) 3000M scanners as
Class III devices on September 26, 1984 and November 12, 1985. On July 28, 1988,
the  Magnetic  Resonance  Diagnostic  Device  which  includes  MR Imaging and MR
Spectroscopy  was  reclassified  by the FDA to  Class II  status.  Consequently,
Fonar's  products are now  classified  as Class II  products.  On July 26, 1991,
Fonar  received FDA  clearance  to market the  Ultimate(TM)  Magnetic  Resonance
Imaging Scanner as a Class II device. Fonar received FDA clearance to market the
QUAD(TM)  7000 in April 1995 and the QUAD(TM)  12000 in November  1995. On March
16,  2000,  Fonar  received  FDA  clearance  to  market  the Fonar  360(TM)  for
diagnostic  imaging,  the Open Sky(TM) version,  and on October 3, 2000 received
FDA clearance for the Upright(R) MRI.

Premarketing Submission

Each person who wants to market  Class I, II and some III devices  intended  for
human  use in the  U.S.  must  submit a  510(k)  to FDA at least 90 days  before
marketing  unless the device is exempt from 510(k)  requirements.  A 510(k) is a
pre-marketing  submission  made to FDA to  demonstrate  that  the  device  to be
marketed is as safe and effective, that is, substantially  equivalent,  SE, to a
legally  marketed  device  that is not  subject  to  pre-market  approval,  PMA.
Applicants  must  compare  their 510(k)  device to one or more  similar  devices
currently on the U.S. market and make and support their substantial  equivalency
claims.

The FDA is  committed  to a  90-day  clearance  after  submission  of a  510(k),
provided  the  510(k) is  complete  and  there is no need to  submit  additional
information or data.

The 510(k) is essentially a brief statement and  description of the product.  As
Fonar's  scanner  products are Class II products,  there are no pre-market  data
requirements and the process is neither lengthy nor expensive.

An  investigational  device  exemption,  also  referred  to as IDE,  allows  the
investigational  device to be used in a clinical  study pending FDA clearance in
order to collect safety and effectiveness data required to support the Premarket
Approval,  also  referred to as PMA,  application  or a  Premarket  Notification
pursuant  to 510(k),  submission  to the FDA.  Clinical  studies  are most often
conducted to support a PMA.

For the most part, however, we have not found it necessary to utilize IDE's. The
standard 90 day clearance for our new MRI scanner  products  classified as Class
II  products  makes the IDE  unnecessary,  particularly  in view of the time and
effort involved in compiling the information necessary to support an IDE.

Quality System Regulation

The  Quality  Management  System  is  applicable  to  the  design,  manufacture,
administration  of  installation  and  servicing of magnetic  resonance  imaging
scanner  systems.  The FDA has  authority  to conduct  detailed  inspections  of
manufacturing  plants, to establish Good  Manufacturing  Practices which must be
followed in the manufacture of medical devices, to require periodic reporting of
product  defects and to prohibit the  exportation of medical devices that do not
comply with the law.

Medical Device Reporting Regulation

Manufacturers   must  report  all  MDR  reportable   events  to  the  FDA.  Each
manufacturer  must review and evaluate all  complaints to determine  whether the
complaint  represents an event which is required to be reported to FDA.  Section
820.3(b) of the Quality Systems regulation defines a complaint as, "any written,
electronic  or oral  communication  that  alleges  deficiencies  related  to the
identity,  quality,   durability,   reliability,   safety,   effectiveness,   or
performance of a device after it is released for distribution."

A report is required  when a  manufacturer  becomes  aware of  information  that
reasonably suggests that one of their marketed devices has or may have caused or
contributed to a death, serious injury, or has malfunctioned and that the device
or a similar  device  marketed by the  manufacturer  would be likely to cause or
contribute to a death or serious injury if the malfunction were to recur.

Malfunctions  are not  reportable  if they are not  likely to result in a death,
serious injury or other significant adverse event experience.

A  malfunction  which is or can be corrected  during  routine  service or device
maintenance  still must be  reported if the  recurrence  of the  malfunction  is
likely to cause or contribute to a death or serious  injury if it were to recur.
We have established and maintained  written procedures for implementation of the
MDR regulation. These procedures include internal systems that:

     * provide  for  timely  and  effective  identification,  communication  and
     evaluation of adverse events;

     * provide a standardized  review  process and  procedures  for  determining
     whether or not an event is reportable; and

     * provide procedures to insure the timely transmission of complete reports.

These procedures also include documentation and record keeping requirements for:

     * information that was evaluated to determine if an event was reportable;

     * all medical device reports and information submitted to the FDA;

     *  any  information  that  was  evaluated  during   preparation  of  annual
     certification reports; and

     * systems that ensure access to information that facilitates  timely follow
     up and inspection by FDA.

FDA Enforcement

FDA may take the following actions to enforce the MDR regulation:

FDA-Initiated or Voluntary Recalls

Recalls are regulatory actions that remove a hazardous,  potentially  hazardous,
or a misbranded  product from the  marketplace.  Recalls are also used to convey
additional  information  to the user  concerning  the  safe use of the  product.
Either FDA or the manufacturer can initiate recalls.

There are three  classifications,  i.e., I, II, or III, assigned by the Food and
Drug  Administration  to a  particular  product  recall to indicate the relative
degree of health hazard presented by the product being recalled.

Class I

Is a situation  in which there is a reasonable  probability  that the use of, or
exposure to, a violative product will cause serious adverse health  consequences
or death.

Class II

Is a situation  in which use of, or exposure  to, a violative  product may cause
temporary or  medically  reversible  adverse  health  consequences  or where the
probability of serious adverse health consequences is remote.

Class III

Is a  situation  in which use of, or  exposure  to, a  violative  product is not
likely to cause adverse health consequences.

Fonar has initiated  five voluntary  recalls.  Four of the recalls were Class II
and one was Class III.  The recalls  involved  making minor  corrections  to the
product in the field. Frequently,  corrections which are made at the site of the
device are called field corrections as opposed to recalls.

Civil Money Penalties

The FDA,  after an  appropriate  hearing,  may impose civil money  penalties for
violations of the FD&C Act that relate to medical  devices.  In determining  the
amount of a civil penalty, FDA will take into account the nature, circumstances,
extent, and gravity of the violations, the violator's ability to pay, the effect
on the violator's  ability to continue to do business,  and any history of prior
violations.  The civil money penalty may not exceed  $15,000 for each  violation
and  may not  exceed  $1,000,000  for all  violations  adjudicated  in a  single
proceeding, per person.

Warning Letters

FDA issues written  communications to a firm, indicating that the firm may incur
more  severe  sanctions  if the  violations  described  in the  letter  are  not
corrected.  Warning letters are issued to cause prompt  correction of violations
that  pose a hazard  to  health  or that  involve  economic  deception.  The FDA
generally issues the letters before pursuing more severe sanctions.

Seizure

A seizure is a civil  court  action  against a specific  quantity of goods which
enables the FDA to remove these goods from commercial  channels.  After seizure,
no one may tamper with the goods except by  permission  of the court.  The court
usually gives the owner or claimant of the seized  merchandise  approximately 30
days to  decide a course  of  action.  If they take no  action,  the court  will
recommend   disposal  of  the  goods.  If  the  owner  decides  to  contest  the
government's charges, the court will schedule the case for trial. A third option
allows  the owner of the goods to request  permission  of the court to bring the
goods  into  compliance  with the law.  The  owner of the goods is  required  to
provide a bond or, security deposit, to assure that they will perform the orders
of the court,  and the owner must pay for FDA  supervision  of any activities by
the company to bring the goods into compliance.

Citation

A  citation  is a formal  warning to a firm of intent to  prosecute  the firm if
violations  of the  FD&C  Act  are  not  corrected.  It  provides  the  firm  an
opportunity to convince FDA not to prosecute.

Injunction

An  injunction  is a civil action filed by FDA against an individual or company.
Usually,  FDA  files  an  injunction  to  stop  a  company  from  continuing  to
manufacture, package or distribute products that are in violation of the law.

Prosecution

Prosecution  is a criminal  action filed by FDA against a company or  individual
charging violation of the law for past practices.

Foreign and Export Regulation

We obtain approvals as necessary in connection with the sales of our products in
foreign  countries.  In some cases, FDA approval has been sufficient for foreign
sales as well. Our standard  practice has been to require either the distributor
or the  customer to obtain any such foreign  approvals or licenses  which may be
required.

Legally  marketed  devices that comply with the  requirements of the Food Drug &
Cosmetic Act require a Certificate to Foreign  Government  issued by the FDA for
export.  Other  devices  that do not meet the  requirements  of the FD&C Act but
comply  with  the  laws  of  a  foreign  government  require  a  Certificate  of
Exportability  issued by the FDA. All products  which we sell have FDA clearance
and would fall into the first category.

Foreign governments have differing requirements concerning the import of medical
devices into their respective  jurisdictions.  The European Union, also referred
to as EU, made up of 27 individual  countries,  has some essential  requirements
described  in the EU's Medical  Device  Directive,  also  referred to as MDD. In
order  to  export  to one  of  these  countries,  we  must  meet  the  essential
requirements  of the  MDD  and  any  additional  requirements  of the  importing
country.  The  essential  requirements  are similar to some of the  requirements
mandated by the FDA. In addition the MDD requires that we enlist a Notified Body
to examine and assess our  documentation,  a Technical  Construction  File,  and
verify  that  the  product  has  been   manufactured   in  conformity  with  the
documentation.  The notified body must carry out or arrange for the  inspections
and tests  necessary  to verify that the  product  complies  with the  essential
requirements  of the  MDD,  including  safety  performance  and  Electromagnetic
Compatibility,  also  referred to as EMC.  Also  required  is a Quality  System,
ISO-9001,  assessment  by the  Notified  Body.  We were  approved  for ISO  9001
certification for its Quality Management System in April, 1999.

We received  clearances to sell the Fonar 360(TM) and Upright(R) MRI scanners in
the EU in May, 2002.

Other  countries  require  that  their  own  testing   laboratories  perform  an
evaluation of our devices. This requires that we must bring the foreign agency's
personnel to the USA to perform the evaluation at our expense before exporting.

Some  countries,  including  many in Latin  America  and  Africa,  have very few
regulatory requirements.

To date, Fonar has been able to comply with all foreign regulatory  requirements
applicable to its export sales.


HEALTH  MANAGEMENT  CORPORATION OF AMERICA  IMPERIAL  MANAGEMENT  SERVICES,  LLC
PHYSICIAN AND DIAGNOSTIC SERVICES MANAGEMENT BUSINESS

Health  Management  Corporation  of America,  formed under the name U.S.  Health
Management  Corporation  and  referred to as "HMCA",  was  organized by FONAR in
March 1997.  HMCA was formed as a wholly-owned  subsidiary  which engages in the
business of providing  comprehensive  management  services to diagnostic imaging
facilities. The services we provide include development, administration, leasing
of office space,  facilities  and  equipment,  provision of supplies,  staffing,
training and supervision of non-medical personnel,  legal services,  accounting,
billing and collection and the development and implementation of practice growth
and marketing strategies.

Subsequently,  in May 2011, HMCA contributed all of its assets,  liabilities and
business to Imperial which is controlled but not wholly-owned by HMCA.  Imperial
is continuing the business of HMCA utilizing the same facilities,  equipment and
personnel  as HMCA.  This  transaction  did not result in a change of control or
policy,  but was solely a means to raise capital.  To avoid  confusion in making
comparisons and to show the continuity of the business, our physician management
and diagnostic  services segment is sometimes referred to as "HMCA-IMPERIAL" for
both periods before and after May 2, 2011.

HMCA-IMPERIAL currently manages 10 MRI facilities. In April 2003, HMCA- IMPERIAL
sold the portion of its business which managed  primary care medical  practices,
and in July 2005,  HMCA-IMPERIAL sold the portion of its business engaged in the
management of physical therapy and rehabilitation practices. This was the result
of  HMCA-IMPERIAL's  decision  to focus on  management  of MRI  facilities,  the
business in which  HMCA-IMPERIAL is most experienced.  For the 2011 fiscal year,
the revenues HMCA-IMPERIAL recognized from the MRI facilities increased to $15.3
million,  notwithstanding  economic conditions and in contrast to the decline in
revenues  recognized from scanner sales.  For the 2010 fiscal year, the revenues
HMCA-IMPERIAL recognized from the MRI facilities were $11.1 million.

HMCA-IMPERIAL GROWTH STRATEGY

HMCA-IMPERIAL's  growth strategy focuses on upgrading and expanding the existing
facilities  it manages and expanding the number of facilities it manages for its
clients.  Our most  important  effort in this  regard  has been to  promote  and
facilitate the  replacement  of existing MRI scanners with new Fonar  Upright(R)
MRI  scanners.  Presently,  we have  Upright(R)  MRI  scanners at all of the MRI
facilities we manage.

On May 1, 2010, HMCA-IMPERIAL purchased a 15.2% interest from an unrelated party
of an entity that provides management services to a diagnostic center in the New
York Metropolitan  area. On January 1, 2011, the Company purchased an additional
34.8% interest by the issuance of a promissory note of $400,000.

HMCA-IMPERIAL  will soon be adding an eleventh  Upright(R)  MRI facility that it
manages.  HMCA-IMPERIAL  also has a 50%  controlling  interest in an entity that
will  provide  management  services  to a  diagnostic  center  in the  New  York
Metropolitan  area. This facility,  which is located in Westchester  County, New
York is expected to open this fall.

In connection with its focus on managing only MRI facilities, HMCA-IMPERIAL sold
its business of managing physical therapy and  rehabilitation  practices on July
28, 2005 to Health Plus Management Services, L.L.C.

PHYSICIAN AND DIAGNOSTIC MANAGEMENT SERVICES

HMCA-IMPERIAL's  services to the facilities it manages  encompass  substantially
all of their business operations.  Each facility is controlled,  however, by the
physician  owner, not  HMCA-IMPERIAL,  and all medical services are performed by
the  physicians  and  other  medical   personnel  under  the   physician-owner's
supervision.  HMCA-IMPERIAL is the management company and performs services of a
non-professional nature. These services include:

1. Offices and Equipment. HMCA-IMPERIAL identifies, negotiates leases for and/or
provides   office   space  and   equipment  to  its   clients.   This   includes
technologically  sophisticated  medical  equipment.  HMCA-IMPERIAL also provides
improvements  to  leaseholds,   assistance  in  site  selection  and  advice  on
improving, updating, expanding and adapting to new technology.

2. Personnel.  HMCA-IMPERIAL staffs all the non-medical positions of its clients
with its own employees,  eliminating  the client's need to interview,  train and
manage  non-medical  employees.   HMCA-IMPERIAL  processes  the  necessary  tax,
insurance and other documentation relating to employees.

3.   Administrative.   HMCA-IMPERIAL   assists  in  the  scheduling  of  patient
appointments,  purchasing  of office and  medical  supplies  and  equipment  and
handling of reporting,  accounting,  processing and filing systems.  It prepares
and files the  physician  portions  of complex  forms to enable  its  clients to
participate in managed care programs and to qualify for insurance reimbursement.
HMCA-IMPERIAL assists the clients to implement programs and procedures to ensure
full and timely regulatory  compliance and appropriate cost reimbursement  under
no-fault insurance and Workers' Compensation  guidelines,  as well as compliance
with other applicable governmental requirements and regulations, including HIPAA
and other privacy requirements.

4. Billing and  Collections.  HMCA-IMPERIAL  is responsible  for the billing and
collection of revenues from  third-party  payors including those governed by no-
fault and Workers'  Compensation  statutes.  HMCA-IMPERIAL  is presently using a
third party to perform its billing and collection  services for its clients' no-
fault and Workers' Compensation scanning business.

5. Cost Saving  Programs.  Based on available  volume  discounts,  HMCA-IMPERIAL
seeks to assist in obtaining  favorable pricing for office and medical supplies,
equipment,  contrast  agents,  such as gadolinuim,  and other  inventory for its
clients.

6. Diagnostic Imaging and Ancillary Services.  HMCA-IMPERIAL can offer access to
diagnostic  imaging equipment through  diagnostic imaging facilities it manages.
The Company may expand the ancillary  services offered in its network to include
CT-scans and x-rays,  if it is determined  that such  additions may be useful to
clients.

7. Marketing  Strategies.  HMCA-IMPERIAL  is  responsible  for   developing  and
proposing marketing plans for its clients.

8. Expansion Plans.  HMCA-IMPERIAL  assists the clients in developing  expansion
plans including the opening of new or replacement facilities where appropriate.

HMCA-IMPERIAL  advises  clients on all  aspects of their  businesses,  including
expansion  where it is a  reasonable  objective,  on a continuous  basis.  HMCA-
IMPERIAL's objective is to free physicians from as many non-medical duties as is
practicable. Practices can treat patients more efficiently if the physicians can
spend less time on business and administrative  matters and more time practicing
medicine.

HMCA-IMPERIAL  provides its services  pursuant to negotiated  contracts with its
clients.  While HMCA-IMPERIAL  believes it can provide the greatest value to its
clients by  furnishing  the full range of services  appropriate  to that client,
HMCA-IMPERIAL would also be willing to enter into contracts providing for a more
limited spectrum of management services.

The facilities enter into contracts with third party payors,  including  managed
care companies. Neither HMCA-IMPERIAL's clients nor HMCA-IMPERIAL participate in
any  capitated  plans or other risk sharing  arrangements.  Capitated  plans are
those HMO programs where the provider is paid a flat monthly fee per patient.

As of June 22, 2007, Dr. Robert Diamond  purchased the stock of the professional
corporations  owning eight New York sites managed by  HMCA-IMPERIAL,  previously
owned by Dr.  Raymond V.  Damadian,  the  President,  Chairman  of the Board and
principal  stockholder  of Fonar.  Dr.  Diamond has been reading scans for HMCA-
IMPERIAL  managed  facilities for more than seven years.  In connection with the
sale, new management  agreements were  substituted  for the existing  management
agreements,  providing,  for the same  management  services.  The fees in fiscal
2009,  however,  were flat monthly fees in the aggregate  amount of $578,500 per
month. The fees in fiscal 2010 were flat monthly fees in the aggregate amount of
$696,000  per month and in fiscal 2011  increased  to $892,930  per month in the
aggregate.  Fees under the  management  agreements  are subject to adjustment by
mutual agreement on an annual basis.

Dr.  Damadian  still owns the three MRI  facilities in Florida  managed by HMCA-
IMPERIAL. The fees for the three sites in Florida owned by Dr. Damadian are flat
monthly fees ranging from $137,444 to $206,686 per month.  No MRI  facilities or
other medical facilities are owned by HMCA-IMPERIAL.

HMCA-IMPERIAL contracts with Tritech Healthcare Management (Plainview, New York)
to perform  billing  and  collection  for its  clients'  no-fault  and  workers'
compensation  business  for a fee of 5% of all  adjusted  no-fault  and workers'
compensation claims with a $30,000 monthly cap. HMCA-IMPERIAL handles all of its
clients' other billings and collections.

In June 2011, Health Diagnostics,  LLC, outsourced its billing,  collections and
credentialing operations for the sites that it manages to HMCA-IMPERIAL. The fee
is 5% of all adjusted deposits.  The revenue received by HMCA-IMPERIAL in fiscal
2011 from this arrangement was $76,148.

Since the types of medical  practices that Health  Diagnostics  manages are very
similar to those that HMCA-IMPERIAL  manages, it is a natural expansion of HMCA-
IMPERIAL  services.  With  HMCA-IMPERIAL's  14 years of  experience  in billing,
collecting and credentialing, this agreement is expected to benefit the customer
and enhance the profitability of HMCA-IMPERIAL.

HMCA-IMPERIAL MARKETING

HMCA-IMPERIAL's  marketing  strategy is to expand the  business  and improve the
facilities which it manages.  HMCA-IMPERIAL  will seek to increase the number of
locations of those  facilities  where market  conditions  are  promising  and to
promote growth of its clients' patient volume and revenue.

DIAGNOSTIC IMAGING FACILITIES AND OTHER ANCILLIARY SERVICES

Diagnostic  imaging  facilities  managed  by  HMCA-IMPERIAL  provide  diagnostic
imaging  services to patients  referred by physicians  who are either in private
practice or affiliated  with managed care  providers or other payor groups.  The
facilities  are operated in a manner which  eliminates  the  admission and other
administrative   inconveniences  of  in-hospital  diagnostic  imaging  services.
Imaging  services are  performed  in an  outpatient  setting by trained  medical
technologists  under the  direction  of  physicians  employed by the  diagnostic
imaging facilities.  Following diagnostic procedures, the images are reviewed by
the  interpreting  physicians  who  prepare  a report  of these  tests and their
findings.  These reports are  transcribed  by  HMCA-IMPERIAL  personnel and then
delivered to the referring physician.

HMCA-IMPERIAL develops marketing programs in an effort to establish and maintain
profitable  referring  physician  relationships  and to  maximize  reimbursement
yields.  These marketing approaches identify and target selected market segments
consisting of area physicians  with certain  desirable  medical  specialties and
reimbursement  yields.  Corporate and facility  managers  determine these market
segments  based  upon  an  analysis  of  competition,  imaging  demand,  medical
specialty and payor mix of each  referral  from the local market.  HMCA-IMPERIAL
also directs marketing efforts at managed care providers.

Managed care providers have become an important factor in the diagnostic imaging
industry.  To  further  its  position,  HMCA-IMPERIAL  is  seeking to expand the
imaging modalities offered at its managed diagnostic imaging facilities.

REIMBURSEMENT

HMCA-IMPERIAL's  clients  receive  reimbursements  for their  MRI scans  through
Medicare, Medicaid, managed care and private insurance.

Medicare

The Medicare  program provides  reimbursement  for  hospitalization,  physician,
diagnostic  and certain other  services to eligible  persons 65 years of age and
over and certain other individuals. Providers are paid by the federal government
in accordance with regulations promulgated by the Department of Health and Human
Services,  HSS, and  generally  accept the payment with nominal  deductible  and
co-insurance amounts required to be paid by the service recipient, as payment in
full.  Hospital  inpatient  services are reimbursed under a prospective  payment
system. Hospitals receive a specific prospective payment for inpatient treatment
services based upon the diagnosis of the patient.

Under Medicare's prospective payment system for hospital outpatient services, or
OPPS,  a hospital is paid for  outpatient  services on a rate per service  basis
that varies according to the ambulatory payment classification group, or APC, to
which the service is assigned rather than on a hospital's  costs.  Each year the
Centers for Medicare and Medicaid Services, or CMS, publishes new APC rates that
are determined in accordance with the promulgated methodology.

Services  provided  in  non-hospital  based  freestanding  facilities,  such  as
independent  diagnostic  treatment  facilities,  are  paid  under  the  Medicare
Physician Fee Schedule, or MPFS. All of HMCA-IMPERIAL's clients are presently in
this  category  of  independent  diagnostic  treatment  facilities.  The MPFS is
updated on an annual basis.

Healthcare Reform Legislation

Healthcare  reform  legislation  enacted  in the  first  quarter  of 2010 by the
Patient Protection and Affordable Care Act or PPACA,  specifically  requires the
U.S.  Department of Health and Human Services,  in computing  physician practice
expense relative value units, to increase the equipment  utilization  factor for
advanced  diagnostic  imaging services (such as MRI, CT and PET) from a presumed
utilization  rate of 50% to 65% for 2010  through  2012,  70% in  2013,  and 75%
thereafter.  Excluded from the adjustment are low-technology  imaging modalities
such as  ultrasound,  X-ray  and  fluoroscopy.  The  Health  Care and  Education
Reconciliation  Act of 2010 (H.R. 4872) or Reconciliation  Act, which was passed
by the  Senate and  approved  by the  President  on March 30,  2010,  amends the
provision  for  higher  presumed  utilization  of  advanced  diagnostic  imaging
services  to a presumed  rate of 75%.  These  changes  may  result in  decreased
revenue for the scans we perform for Medicare  beneficiaries.  Other  changes in
reimbursement for services rendered by Medicare  Advantage plans may also reduce
the revenues we receive for services rendered to Medicare Advantage enrollees.

We have experienced  reimbursement reductions for radiology services provided to
Medicare  beneficiaries,  including reductions pursuant to the Deficit Reduction
Act, or DRA.

The DRA,  which became  effective in 2007, set  reimbursement  for the technical
component for imaging services (excluding diagnostic and screening  mammography)
in non-hospital based freestanding facilities at the lesser of OPPS or the MPFS.

In  addition  to the  foregoing  changes  to the  usage  assumptions,  CMS' 2010
regulatory  changes to the MPFS also included a downward  adjustment to services
primarily  involving the  technical  component  rather than the  physician  work
component,  by adjusting downward malpractice  payments for these services.  The
reductions will affect the services we provide,  primarily  impacting  radiology
and other  diagnostic  tests.  As noted  above,  the changes to the MPFS will be
transitioned over a four-year period such that beginning in 2013, CMS will fully
implement  the revised  payment  rates.  This change to the MPFS,  could have an
adverse  effect on our financial  condition and results of  operations.  For our
fiscal year ended June 30, 2011,  Medicare  revenues  represented  approximately
17.4% of the revenues for  HMCA-IMPERIAL's  clients.  The impact of the new MPFS
will increase over the four-year  transition  period unless  mitigated by future
legislation  (either  currently  proposed or pledged by Congress and the federal
government administration).

Many of PPACA's  provisions  will not take  effect for months or several  years,
while others are effective  immediately.  Many  provisions also will require the
federal  government and individual state  governments to interpret and implement
the new  requirements.  In addition,  PPACA  remains the subject of  significant
debate, and proposals to repeal,  block or amend the law have been introduced in
Congress  and many  state  legislatures.  Finally,  a number of state  attorneys
general have filed legal challenges to PPACA seeking to block its implementation
on constitutional grounds. Because of the many variables involved, we are unable
to  predict  how many of the  legislative  mandates  contained  in PPACA will be
implemented  or in what form,  whether  any  additional  or  similar  changes to
statutes or regulations (including  interpretations),  will occur in the future,
or what effect any future legislation or regulation would have on our business.

Medicaid

The Medicaid  program is a  jointly-funded  federal and state program  providing
coverage  for  low-income  persons.  In addition to  federally-  mandated  basic
services,  the  services  offered and  reimbursement  methods vary from state to
state. In many states,  Medicaid  reimbursement  is patterned after the Medicare
program;  however,  an  increasing  number of  states  have  established  or are
establishing  payment  methodologies  intended to provide healthcare services to
Medicaid   patients   through  managed  care   arrangements.   In  fiscal  2011,
approximately 2.7% of the revenues of HMCA- IMPERIAL's clients were attributable
to Medicaid.

Managed Care and Private Insurance.

Health Maintenance Organizations, or HMO's, Preferred Provider Organizations, or
PPOs,  and other  managed  care  organizations  attempt to  control  the cost of
healthcare  services by a variety of measures,  including imposing lower payment
rates,  preauthorization  requirements,  limiting  services and  mandating  less
costly  treatment  alternatives.  Managed care  contracting is  competitive  and
reimbursement  schedules are at or below  Medicare  reimbursement  levels.  Some
managed care organizations have reduced or otherwise limited,  and other managed
care  organizations may reduce or otherwise limit,  reimbursement in response to
reductions in government  reimbursement.  These reductions could have an adverse
impact on our financial  condition and results of operations.  These  reductions
have  been,  and any future  reductions  may be,  similar  to the  reimbursement
reductions  proposed  by  CMS,  Congress  and  the  current  federal  government
administration.  The  development  and expansion of HMOs, PPOs and other managed
care  organizations  within our core  markets  could  have a negative  impact on
utilization  of our services in certain  markets  and/or affect the revenues per
procedure we can collect,  since such  organizations  will exert greater control
over  patients'  access to  diagnostic  imaging  services,  the selection of the
provider of such services and the reimbursement thereof.

HMCA-IMPERIAL COMPETITION

The physician and diagnostic management services field is highly competitive.  A
number of large  hospitals  have acquired  medical  practices and this trend may
continue.  HMCA-IMPERIAL  expects  that  more  competition  will  develop.  Many
competitors have greater financial and other resources than HMCA-IMPERIAL.

With respect to the diagnostic imaging facilities managed by HMCA-IMPERIAL,  the
outpatient  diagnostic  imaging  industry  is  highly  competitive.  Competition
focuses  primarily on attracting  physician  referrals at the local market level
and increasing referrals through  relationships with managed care organizations.
HMCA-IMPERIAL  believes that principal  competitors  for the diagnostic  imaging
centers are  hospitals  and  independent  or  management  company-owned  imaging
centers.  Competitive  factors  include  quality and timeliness of test results,
ability to develop and maintain  relationships  with managed care  organizations
and  referring  physicians,  type and quality of equipment,  facility  location,
convenience of scheduling and availability of patient  appointment  times. HMCA-
IMPERIAL  believes that it will be able to effectively  meet the  competition in
the outpatient  diagnostic  imaging  industry with the new Fonar  Upright(R) MRI
scanners at its facilities.


GOVERNMENT REGULATION APPLICABLE TO HMCA-IMPERIAL

FEDERAL REGULATION

The healthcare  industry is highly regulated and changes in laws and regulations
can be significant.  Changes in the law or new  interpretation  of existing laws
can have a material  effect on our  permissible  activities,  the relative costs
associated with doing business and the amount of reimbursement by government and
other third-party payors.

Federal False Claims Act

The federal  False  Claims Act and, in  particular,  the False Claims Act's "qui
tam" or  "whistleblower"  provisions allow a private individual to bring actions
in the name of the  government  alleging  that a defendant has made false claims
for payment from federal funds.  After the individual has initiated the lawsuit,
the government must decide whether to intervene in the lawsuit and to become the
primary  prosecutor.  If the  government  declines  to  join  the  lawsuit,  the
individual may choose to pursue the case alone,  although the government must be
kept apprised of the progress of the lawsuit,  and may intervene later.  Whether
or not the  federal  government  intervenes  in the case,  it will  receive  the
majority of any recovery.  If the  litigation is  successful,  the individual is
entitled  to no less than 15%,  but no more than 30%,  of  whatever  amount  the
government recovers that is related to the whistleblower's allegations.

When an entity is  determined  to have violated the federal False Claims Act, it
must pay three  times the  actual  damages  sustained  by the  government,  plus
mandatory  civil  penalties of between $5,500 to $11,000 for each separate false
claim, as well as the  government's  attorneys'  fees.  Liability arises when an
entity  knowingly  submits,  or causes someone else to submit, a false claim for
reimbursement to the federal  government.  The False Claims Act defines the term
"knowingly"  broadly,  though simple  negligence will not give rise to liability
under the False  Claims  Act.  Examples of the other  actions  which may lead to
liability under the False Claims Act:


     Failure to comply with the many technical billing  requirements  applicable
     to our Medicare and Medicaid business.

     Failure to comply with the prohibition against billing for services ordered
     or supervised  by a physician  who is excluded from any federal  healthcare
     program,  or the  prohibition  against  employing or  contracting  with any
     person or entity excluded from any federal healthcare program.

     Failure to comply with the Medicare physician supervision  requirements for
     the  services  we  provide,  or  the  Medicare  documentation  requirements
     concerning physician supervision.

The Fraud  Enforcement  and Recovery Act of 2009 expanded the scope of the False
Claims Act by, among other things, broadening protections for whistleblowers and
creating liability for knowingly retaining a government  overpayment,  acting in
deliberate ignorance of a government overpayment or acting in reckless disregard
of a government overpayment. The recently enacted healthcare reform bills in the
form of the Patient Protection and Affordable Care Act, as amended by the Health
Care and Education  Reconciliation Act of 2010 (collectively,  "PPACA") expanded
on changes  made by the 2009 Fraud  Enforcement  and Recovery Act with regard to
such "reverse  false  claims."  Under PPACA,  the knowing  failure to report and
return an overpayment  within 60 days of identifying  the  overpayment or by the
date a  corresponding  cost report is due,  whichever  is later,  constitutes  a
violation of the False Claims Act. HMCA-IMPERIAL and its clients have never been
sued under the False Claims Act and believe they are in compliance with the law.

Stark Law

Under the federal  Self-Referral Law, also referred to as the "Stark Law", which
is applicable to Medicare and Medicaid  patients,  and the self-referral laws of
various   States,   certain   health   practitioners,    including   physicians,
chiropractors and podiatrists,  are prohibited from referring their patients for
the provision of designated health services,  including  diagnostic  imaging and
physical  therapy  services,  to any entity  with which they or their  immediate
family  members have a financial  relationship,  unless the referral fits within
one of the  specific  exceptions  in the  statutes or  regulations.  The federal
government  has taken the position  that a violation of the federal Stark Law is
also a violation of the Federal False Claims Act. Statutory exceptions under the
Stark Law include, among others, direct physician services,  in-office ancillary
services  rendered  within a group  practice,  space and  equipment  rental  and
services  rendered to enrollees of certain  prepaid health plans.  Some of these
exceptions are also available under the State self-referral laws. HMCA- IMPERIAL
believes that it and its clients are in compliance with these laws.

Anti-kickback Regulation

We are  subject to  federal  and state laws  which  govern  financial  and other
arrangements  between  healthcare  providers.  These  include the federal  anti-
kickback  statute which,  among other things,  prohibits the knowing and willful
solicitation, offer, payment or receipt of any remuneration, direct or indirect,
in cash or in kind,  in return for or to induce the  referral  of  patients  for
items or services covered by Medicare,  Medicaid and certain other  governmental
health  programs.  Under PPACA,  knowledge of the  anti-kickback  statute or the
specific  intent  to  violate  the  law  is  not  required.   Violation  of  the
anti-kickback  statute may result in civil or criminal  penalties  and exclusion
from the Medicare, Medicaid and other federal healthcare programs, and according
to PPACA,  now  provides a basis for  liability  under the False  Claims Act. In
addition,  it is possible that private  parties may file "qui tam" actions based
on claims resulting from relationships  that violate the anti-kickback  statute,
seeking  significant   financial  rewards.  Many  states  have  enacted  similar
statutes, which are not limited to items and services paid for under Medicare or
a federally funded  healthcare  program.  Neither  HMCA-IMPERIAL nor its clients
engage in this practice.

In fiscal 2011,  approximately 17.4% of the revenues of HMCA-IMPERIAL's  clients
were attributable to Medicare and 2.7% were attributable to Medicaid.  In fiscal
2010,  approximately  17.3% of the  revenues  of  HMCA-IMPERIAL's  clients  were
attributable to Medicare and 2.8% were attributable to Medicaid.

Deficit Reduction Act (DRA)

On February 8, 2006, the President signed into law the DRA. Effective January 1,
2007, the DRA provides that Medicare  reimbursement for the technical  component
for imaging services (excluding diagnostic and screening  mammography) performed
in  freestanding  facilities  will be capped.  Payment will be the lesser of the
Medicare Physician Fee Schedule or the Hospital  Outpatient  Prospective Payment
System (HOPS) rates.  Implementation of these reimbursement reductions contained
in the DRA has had an adverse effect on our business.  In fiscal 2011,  however,
we were able to counter  this effect by  increasing  our  clients'  scan volumes
through our vigorous marketing efforts.

The DRA also  codified the  reduction in  reimbursement  for multiple  images on
contiguous body parts  previously  announced by CMS, the agency  responsible for
administering  the Medicare  program.  In November  2005,  CMS announced that it
would pay 100% of the technical component of the higher priced imaging procedure
and 50% of the  technical  component of each  additional  imaging  procedure for
imaging procedures involving contiguous body parts within a family of codes when
performed in the same session. CMS had indicated that it would phase in this 50%
rate reduction over two years, so that the reduction was 25% for each additional
imaging procedure in 2006 and another 25% reduction scheduled for 2007. However,
for  services  furnished on or after July 1, 2010,  the PPACA  which,  as stated
above, was signed into law on March 23, 2010, requires the full 50% reduction to
be  implemented.  We have determined that the impact of this final 25% reduction
is, and will likely be in the future, immaterial to our operating results.

Health Insurance Portability and Accountability Act

Congress  enacted the Health  Insurance  Portability and  Accountability  Act of
1996, or HIPAA, in part, to combat  healthcare  fraud and to protect the privacy
and  security of patients'  individually  identifiable  healthcare  information.
HIPAA,  among other things,  amends existing  crimes and criminal  penalties for
Medicare fraud and enacts new federal healthcare fraud crimes, including actions
affecting  non-government  healthcare  benefit  program  by  means  of  false or
fraudulent  representations  in  connection  with  the  delivery  of  healthcare
services is subject to a fine or imprisonment, or potentially both. In addition,
HIPAA  authorizes the imposition of civil money penalties  against entities that
employ or enter into  contracts  with  excluded  Medicare  or  Medicaid  program
participants  if such  entities  provide  services  to  federal  health  program
beneficiaries.  A finding of liability under HIPAA could have a material adverse
effect on our business, financial condition and results of operations.

Further,  HIPAA requires  healthcare  providers and their business associates to
maintain the privacy and security of individually  identifiable protected health
information   ("PHI").   HIPAA  imposes   federal   standards   for   electronic
transactions,  for  the  security  of  electronic  health  information  and  for
protecting  the privacy of PHI. The Health  Information  Technology for Economic
and  Clinical  Health Act of 2009  ("HITECH"),  signed into law on February  17,
2009,  dramatically expanded,  among other things, (1) the scope of HIPAA to now
apply directly to "business associates," or independent  contractors who receive
or obtain PHI in connection  with providing a service to a covered  entity,  (2)
substantive  security and privacy  obligations,  including new federal  security
breach  notification  requirements to affected  individuals,  DHHS and prominent
media  outlets,  of certain  breaches of  unsecured  PHI,  (3)  restrictions  on
marketing  communications  and a  prohibition  on covered  entities  or business
associates  from receiving  remuneration  in exchange for PHI, and (4) the civil
and criminal penalties that may be imposed for HIPAA violations,  increasing the
annual cap in penalties from $25,000 to $1.5 million per year.

In addition, many states have enacted comparable privacy and security statues or
regulations that, in some cases, are most stringent than HIPAA requirements.  In
those cases it may be  necessary  to modify our  operations  and  procedures  to
comply with the more  stringent  state laws,  which may entail  significant  and
costly changes for us. We believe that we are in compliance with such state laws
and  regulations.  However,  if we fail to comply with applicable state laws and
regulations, we could be subject to additional sanctions.

We believe that we are in  compliance  with the current HIPAA  requirements,  as
amended by HITECH,  and  comparable  state laws,  but we anticipate  that we may
encounter certain costs associated with future compliance.  Moreover,  we cannot
guarantee that enforcement  agencies or courts will not make  interpretations of
the HIPAA standards that are inconsistent with ours, or the  interpretations  of
our contracted radiology practices or their affiliated physicians.  A finding of
liability under the HIPAA standards may result in significant criminal and civil
penalties.  Noncompliance  also may result in exclusion  from  participation  in
government programs, including Medicare and Medicaid. These actions could have a
material  adverse effect on our business,  financial  condition,  and results of
operations.

Civil Money Penalty Law and Other Federal Statutes

The Civil Money Penalty, or CMP, law covers a variety of practices.  It provides
a  means  of  administrative  enforcement  of  the  anti-kickback  statute,  and
prohibits false claims, claims for medically unnecessary services, violations of
Medicare  participating  provider or assignment  agreements and other practices.
The statute  gives the Office of Inspector  General of the HHS the power to seek
substantial  civil fines,  exclusion and other  sanctions  against  providers or
others who violate the CMP prohibitions.


In addition, in 1996, Congress created a new federal crime: healthcare fraud and
false statements  relating to healthcare  matters.  The healthcare fraud statute
prohibits  knowingly and willfully  executing a scheme to defraud any healthcare
benefit  program,  including  private  payors.  A violation of this statute is a
felony  and may  result in fines,  imprisonment  or  exclusion  from  government
sponsored programs such as the Medicare and Medicaid programs.

Certificates of Need

Some states  require  hospitals  and certain  other  healthcare  facilities  and
providers  to  obtain a  certificate  of need,  or CON,  or  similar  regulatory
approval  prior to  establishing  certain  healthcare  operations  or  services,
incurring  certain  capital  projects  and/or the  acquisition  of major medical
equipment  including  MRI and PET/CT  systems.  We are not operating in any such
states.

Patient Protection and Affordable Care Act

On March 23, 2010, President Obama signed into law healthcare reform legislation
in the form of PPACA. The implementation of this law will likely have a profound
impact on the  healthcare  industry.  Most of the  provisions  of PPACA  will be
phased  in  over  the  next  four  years  and can be  conceptualized  as a broad
framework  not  only  to  provide  health  insurance  coverage  to  millions  of
Americans, but to fundamentally change the delivery of care by bringing together
elements of health  information  technology,  evidence-based  medicine,  chronic
disease  management,  medical "homes," care  collaboration  and shared financial
risk in a way that will accelerate industry adoption and change.  There are also
many provisions  addressing cost  containment,  reductions of Medicare and other
payments and heightened compliance requirements and additional penalties,  which
will create further challenges for providers.  We are unable to predict the full
impact of PPACA at this time due to the law's  complexity  and  current  lack of
implementing  regulations or interpretive  guidance.  Moving forward, we believe
that  the  federal  government  will  likely  have  greater  involvement  in the
healthcare industry than in prior years.

State Regulation

In addition to the federal self-referral law and federal Anti-kickback  statute,
many States,  including those in which  HMCA-IMPERIAL  and its clients  operate,
have their own versions of self-referral and anti-kickback  laws. These laws are
not  limited  in their  applicability,  as are the  federal  laws,  to  specific
programs.  HMCA-IMPERIAL believes that it and its clients are in compliance with
these laws.

Various States prohibit business corporations from practicing medicine.  Various
States  also  prohibit  the  sharing  of  professional  fees  or fee  splitting.
Consequently,  HMCA-IMPERIAL  leases space and equipment to clients and provides
clients with a range of non-medical  administrative and managerial  services for
agreed upon fees.  HMCA-IMPERIAL  does not engage in the practice of medicine or
establish standards of medical practice or policies for its clients in any State
even where permitted.

HMCA-IMPERIAL's  clients  generate  revenue  from  patients  covered by no-fault
insurance and workers' compensation programs. For the fiscal year ended June 30,
2011 approximately  30.7% of our clients' receipts were from patients covered by
no-fault  insurance and  approximately  3.5% of our client's  receipts were from
patients covered by workers'  compensation  programs.  For the fiscal year ended
June 30, 2010,  approximately  35.7% of  HMCA-IMPERIAL's  clients' receipts were
from  patients  covered  by  no-fault   insurance  and  approximately   5.9%  of
HMCA-IMPERIAL's  clients'  receipts  were  from  patients  covered  by  workers'
compensation  programs.  In the event  that  changes in these laws alter the fee
structures or methods of providing  service,  or impose  additional or different
requirements,  HMCA-IMPERIAL  could be required to modify its business practices
and services in ways that could be more costly to  HMCA-IMPERIAL or in ways that
decrease the revenues which HMCA-IMPERIAL receives from its clients.

Compliance Program

We  maintain a program to monitor  compliance  with  federal  and state laws and
regulations  applicable to the healthcare entities. We have a compliance officer
who is charged with implementing and supervising our compliance  program,  which
includes  the  adoption  of (i)  Standards  of  Conduct  for our  employees  and
affiliates  and (ii) a process that  specifies  how  employees,  affiliates  and
others may report regulatory or ethical concerns to our compliance  officer.  We
believe that our compliance program meets the relevant standards provided by the
Office of Inspector General of the Department of Health and Human Services.

An important  part of our  compliance  program  consists of conducting  periodic
audits of various aspects of our operations and that of the contracted radiology
practices.   We  also  conduct  mandatory   educational   programs  designed  to
familiarize our employees with the regulatory requirements and specific elements
of our compliance program.

HMCA-IMPERIAL believes that it and its clients are in compliance with applicable
Federal,  State and local laws.  HMCA-IMPERIAL  does not believe  that such laws
will have any material effect on its business.

EMPLOYEES

As of July 1, 2011, we employed 214 persons on a full-time and part-time  basis.
Of such  employees,  7 were engaged in marketing  and sales,  12 in research and
development,   21  in  production,  28  in  customer  support  services,  21  in
administration,  90 on site at facilities and offices, 19 performing billing and
collection  functions managed by HMCA-IMPERIAL  and 16 performing  transcription
services for those facilities.


ITEM 2. PROPERTIES

Fonar leases approximately  117,000 square feet of office and plant space at its
principal  offices in Melville,  New York and at one other location in Melville,
New York at a current  aggregate  annual  rental rate of  $1,287,105,  excluding
utilities,  taxes  and other  related  expenses.  The term of one of the  leases
includes  options  to renew up  through  2016 and the terms of the other  leases
extend to 2013.  Fonar plans to vacate 29,000 square feet of space in a building
adjacent  to its  principal  offices  as part of its  continuing  efforts to cut
costs,  thereby saving an additional  $254,688  annually  (excluding  savings on
utilities,  taxes and other  related  expenses).  Management  believes  that the
premises  will be adequate  for its  current  needs.  HMCA-IMPERIAL  already has
consolidated  its  headquarters  with  those of Fonar  as part of  Fonar's  cost
cutting program.  HMCA-IMPERIAL maintains leased office premises for its clients
at the clients'  sites having an aggregate  annual rental rate of  approximately
$1,023,000 under leases having various terms.


ITEM 3. LEGAL PROCEEDINGS

On or about June 30, 2010, one of Fonar's  customers,  Golden Triangle  Company,
commenced an action against Fonar and certain individual  defendants employed or
formerly  employed by Fonar, in the United States District Court for the Eastern
District of New York based on the alleged wrongful failure of Fonar to deliver a
scanner in Kuwait.  The claim alleges various causes of action  including breach
of  contract,  fraud,  conspiracy  to defraud and  conversion.  Golden  Triangle
Company v. Fonar Corporation et al, CV10-2933. The plaintiff seeks relief in the
amount of  $5,000,000.  Fonar believes that the  plaintiff's  claims are without
merit and made a motion to dismiss the complaint as to the individual defendants
and most of the causes of action.  The motion has been  granted and Fonar served
its answer and counterclaims.

In addition,  we are party to three additional less significant actions in which
the customers are seeking to obtain a return of their  deposits for MRI scanners
on the grounds that various contingencies failed to materialize.  Upright MRI of
Chicago, LLC v. Fonar, Circuit Court of Cook County,  Illinois ($310,000),  Matt
Malek Madison v. Fonar,  U.S.  District Court,  Northern  District of California
($300,000), and Jack Shapiro v. Fonar Corporation, Supreme Court, Nassau County,
New York ($500,000  although the actual  deposit was  $323,000).  A fourth case,
Anchorage  Neurological  Associates,  Inc.,  Superior  Court  of  Alaska,  Third
Judicial District at Anchorage ($155,000), has been settled for $155,000 payable
over time.  Fonar's down  payments  are  generally  non-refundable,  but in some
instances, where specified conditions are met, Fonar will refund a down payment.
In the Upright MRI of Chicago case, the down payment was specifically  stated to
be  non-refundable  and the  case,  although  still  pending,  is close to being
settled.  In the Madison case, the Court recently  granted  summary  judgment to
Madison for the deposit and prejudgment  interest. We strongly disagree with the
decision and have appealed the judgment.  In the Shapiro case, Shapiro,  who was
also a sales  representative  for Fonar, and Fonar are continuing to negotiate a
settlement.



Part II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common  Stock is traded in the Nasdaq  SmallCap  market  under the  National
Association of Securities Dealers Automated  Quotation System,  also referred to
as "NASDAQ", symbol FONR. The following table sets forth the high and low trades
reported in NASDAQ System for the periods shown.

Fiscal Quarter                     High    Low
-----------------------------      ----    ----
January  -  March        2009      1.38    0.62
April    -  June         2009      3.92    0.82
July     -  September    2009      2.47    1.60
October  -  December     2009      4.60    1.55
January  -  March        2010      3.81    1.19
April    -  June         2010      2.24    1.40
July     -  September    2010      1.94    1.31
October  -  December     2010      2.29    1.00
January  -  March        2011      2.57    1.25
April    -  June         2011      3.20    1.65
July     -  September 8, 2011      2.70    1.63

On September 8, 2011, we had approximately  2,738  stockholders of record of our
Common  Stock,  12  stockholders  of  record  of our  Class B  Common  Stock,  3
stockholders  of record of our Class C Common  Stock and 2,539  stockholders  of
record of our Class A Non-voting Preferred Stock.

At the  present  time,  the only class of our  securities  for which  there is a
market is the Common Stock.

We paid cash  dividends  in fiscal 1998 and the first  three  quarters of fiscal
1999 on monies we received from the enforcement of our patents. Except for these
dividends,  we have not paid any cash dividends.  Except for these dividends, we
expect that we will retain  earnings to finance the development and expansion of
our business.


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.

INTRODUCTION.

Fonar was formed in 1978 to engage in the business of  designing,  manufacturing
and selling MRI scanners. In 1997, we formed a wholly-owned  subsidiary,  Health
Management Corporation of America, also referred to as "HMCA-IMPERIAL", formerly
known  as U.S.  Health  Management  Corporation,  in order  to  expand  into the
physician and diagnostic management services business.

Fonar's  principal  MRI  products are its  Stand-Up(R)/Upright(R)  MRI and Fonar
360(TM) MRI scanners.  The Stand-Up(R) MRI allows patients to be scanned for the
first time under weight-bearing  conditions. The Stand-Up(R) MRI is the only MRI
capable of  producing  images in the  weight-bearing  state.  At 0.6 Tesla field
strength,  the  Upright(R)  MRI and Fonar 360(TM)  magnets are among the highest
field open MRI  scanners  in the  industry,  offering  non-  claustrophobic  MRI
together with high-field image quality. Fonar's open MRI scanners were the first
high field strength open MRI scanners in the industry.

HMCA-IMPERIAL  commenced  operations in July,  1997 and generates  revenues from
providing    comprehensive    management   services,    including   development,
administration,  accounting,  billing and  collection  services,  together  with
office  space,  medical  equipment,  supplies and  non-medical  personnel to its
clients.  Revenues are in the form of fees which are earned under contracts with
HMCA-IMPERIAL's  clients. Since July 2005, HMCA-IMPERIAL has engaged only in the
management of MRI facilities.

For the fiscal  years  ended June 30, 2011 and June 30,  2010,  33.6% and 34.1%,
respectively,  of  HMCA-IMPERIAL's  revenues  were derived from  contracts  with
facilities  owned by Dr. Raymond V.  Damadian,  the President of Fonar and HMCA-
IMPERIAL and  principal  stockholder  of Fonar.  The  agreements  with these MRI
facilities are for one-year terms which renew  automatically on an annual basis,
unless  terminated.  The fees for the sites owned by Dr. Damadian in Florida are
flat  monthly  fees  ranging  from  $137,444 to  $206,686.  The balance of HMCA-
IMPERIAL's revenues are derived from contracts with MRI facilities  purchased by
Dr. Robert Diamond from Dr.  Damadian.  The MRI facilities  owned by Dr. Diamond
are charged a flat fee,  pursuant to new contracts  executed in connection  with
the sale of the MRI  facilities at the end of fiscal 2007. The fees are reviewed
and if  appropriate,  adjusted on an annual  basis by mutual  agreement.  During
fiscal 2011, these fees ranged from $100,000 per month to $212,311 per month.

Industry Trends

Prior to 2007,  for services for which we bill  Medicare  directly,  payment was
made under the Medicare  Physician Fee  Schedule,  which is updated on an annual
basis. Under the Medicare  statutory  formula,  payments under the Physician Fee
Schedule would have  decreased for the past several years if Congress  failed to
intervene.  For example,  for 2008, the fee schedule rates were to be reduced by
approximately  10.1%.  The  Medicare,  Medicaid and SCHIP  Extension Act of 2007
eliminated  the 10.1%  reduction for 2008 and increased the annual  payment rate
update by 0.5%.  This  increase to the annual  Medicare  Physician  Fee Schedule
payment  update was  effective  only for  Medicare  claims with dates of service
between January 1, 2008 and June 30, 2008.

Beginning  July 1, 2008,  under MIPPA,  the 0.5%  increase was continued for the
rest of 2008.  In addition,  MIPPA  established  a 1.1% increase to the Medicare
Physician Fee Schedule payment update for 2009.

For  2010,   CMS  projected  a  rate  reduction  of  21.2%  in  the  absence  of
Congressional intervention.  However, over the course of the first six months of
2010,  various  temporary  solutions  were enacted by Congress which resulted in
delaying  any such change to the  physician  fee  schedule.  Ultimately,  a 2.2%
increase in the conversion factor was passed by Congress effective June 1, 2010,
further delaying the pending 21.2%  conversion  factor reduction to November 30,
2010. On November 29, 2010,  the calendar year 2011 physician fee schedule final
rule with comment period was published in the Federal Register. The rule updates
payment  policies and Medicare  payment  rates under the Medicare  physician fee
schedule for physicians' services and would have significantly reduced physician
fee schedule  payments in 2011 had  Congress not acted by passing the  Physician
Payment and Therapy  Relief Act of 2010 and the Medicare and Medicaid  Extenders
Act of 2010,  which  together  continue  the 2.2% update from June 2010  through
December 31, 2011.  While Congress has  historically  provided  temporary relief
from the  formula-driven  reductions  in the  conversion  factor,  it  cannot be
guaranteed  that Congress will act to provide relief in the future.  The failure
of Congress to act could adversely impact our revenues and results of operation.

MIPPA also modified the methodology by which the budget  neutrality  formula was
applied to the 2009  physician  fee  schedule  payment  rates,  resulting  in an
overall  reduction in payment rates for services  performed by many specialties,
including  an estimated 1%  reduction  for nuclear  medicine.  The impact of the
payment  rates on specific  companies  depends on their  service mix.  Also with
respect to MIPPA,  the  legislation  requires  all  suppliers  that  provide the
technical  component of diagnostic MRI,  PET/CT,  CT, and nuclear medicine to be
accredited by an accreditation  organization  designated by CMS (which currently
include  the ACR,  the IAC and The Joint  Commission)  by January  1, 2012.  Our
facilities are currently accredited by the ACR.

A number of other  legislative  changes  impact  our  physician  management  and
diagnostic services business. For example, beginning on January 1, 2007, the DRA
imposed caps on Medicare payment rates for certain imaging services furnished in
physician's  offices  and  other  non-hospital  based  settings.  Under the cap,
payments for specified  imaging  services cannot exceed the hospital  outpatient
payment rates for those  services.  The  limitation  is  applicable  only to the
technical components of the diagnostic imaging services. CMS issues on an annual
basis the  hospital  outpatient  prospective  payment  rates,  which are used to
develop the caps. If the technical  component of the service  established  under
the Physician Fee Schedule (without including  geographic  adjustments)  exceeds
the hospital  outpatient  payment amount for the service (also without including
geographic  adjustments),  then the payment is to be reduced. In other words, in
those  instances  where the technical  component for the  particular  service is
greater for the non-hospital site, the DRA directs that the hospital  outpatient
payment rate be substituted for the otherwise  applicable Physician Fee Schedule
payment rate.

The DRA also  codified the  reduction in  reimbursement  for multiple  images on
contiguous body parts,  which was previously  announced by CMS. The DRA mandated
payment  at  100%  of the  technical  component  of the  higher  priced  imaging
procedure  and 50% for  the  technical  component  of  each  additional  imaging
procedure for multiple  images of contiguous body parts within a family of codes
performed in the same session.  Initially,  CMS announced that it would phase in
this reimbursement  reduction over a two-year period, to include a 25% reduction
for each  additional  imaging  procedure on contiguous body parts in 2006 and an
additional  25%  reduction in 2007.  CMS did not implement  the  additional  25%
reduction  scheduled  for 2007,  but for services  furnished on or after July 1,
2010, PPACA requires the full 50% reduction to be implemented.

Regulatory  updates  to  payment  rates for which we bill the  Medicare  program
directly are  published  annually by CMS. For payments  under the  Physician Fee
Schedule for calendar year 2010, CMS changed the way it calculates components of
the Medicare  Physician  Fee  Schedule.  First,  CMS reduced  payment  rates for
certain diagnostic services using equipment costing more than $1 million through
revisions  to usage  assumptions  from the current 50% usage rate to a 90% usage
rate. This change applied to MRI and CT scans.  However,  for certain diagnostic
services  performed on or after January 1, 2011, the  Reconciliation Act reduces
the assumed  usage rate for such  equipment  from CMS's current rate of 90% to a
rate of 75%, resulting in an increase in payment rates for such services.

Recent global market and economic conditions have been  unprecedented.  Concerns
about the potential long-term and widespread recession, inflation, energy costs,
geopolitical  issues,  the  availability  and cost of credit,  the United States
mortgage  market and a declining  real estate  market in the United  States have
contributed to increased market  volatility and diminished  expectations for the
United States economy.  These conditions,  combined with declining  business and
consumer  confidence  and increased  unemployment,  have  contributed to unusual
volatility.  At this time,  it is  unclear  what  impact  this might have on our
future revenues or business.

As a result of these market conditions,  the cost and availability of credit has
been and may continue to be adversely  affected by illiquid  credit  markets and
wider credit spreads.  Concern about the stability of the markets  generally and
the  strength  of   counterparties   specifically   has  led  many  lenders  and
institutional  investors to reduce,  and in some cases, cease to provide funding
to  borrowers.  If market  conditions  continue,  they may limit our  ability to
timely access the capital markets to meet liquidity needs,  resulting in adverse
effects on our financial condition and results of operations.

Critical Accounting Policies
----------------------------

Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated  financial statements requires
us to make estimates and judgments  that affect the reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  we evaluate our estimates,  including
those related to investments, intangible assets, income taxes, contingencies and
litigation.  We base our  estimates  on  historical  experience  and on  various
assumptions  that we  believe  to be  reasonable  under the  circumstances,  the
results of which form the basis for making  judgments  about the carrying values
of assets and  liabilities  that are not readily  apparent  from other  sources.
Actual results may differ from these estimates  under  different  assumptions or
conditions.

We  believe  the  following  critical   accounting   policies  affect  our  more
significant  judgments and estimates used in the preparation of our consolidated
financial  statements.  We recognize  revenue and related  costs of revenue from
sales contracts for our MRI scanners, under the percentage-of-completion method.
Under this method,  we recognize  revenue and related costs of revenue,  as each
sub-assembly is completed.  Amounts  received in advance of our  commencement of
production are recorded as customer advances.

We record a valuation  allowance to reduce our deferred tax assets to the amount
that is more likely than not to be realized.  As of June 30, 2011, we recorded a
valuation  allowance which reduced our deferred tax assets to equal our deferred
tax liability.

We amortize our  intangible  assets,  including  patents,  purchased  management
agreements and capitalized  software  development costs, over the shorter of the
contractual/legal life or the estimated economic life. Our amortization life for
patents  and  capitalized  software  development  costs is 15 to 17 years  and 5
years, respectively.

We  periodically  assess the  recoverability  of  long-lived  assets,  including
property and equipment,  intangibles and management  agreements,  when there are
indications of potential  impairment,  based on estimates of undiscounted future
cash flows.  The amount of impairment  is  calculated  by comparing  anticipated
discounted  future cash flows with the carrying value of the related  asset.  In
performing this analysis,  management considers such factors as current results,
trends, and future prospects, in addition to other economic factors.

RESULTS OF OPERATIONS. FISCAL 2011 COMPARED TO FISCAL 2010

In fiscal 2011, we experienced a net income of $3.2 million on revenues of $33.1
million,  as compared to a net loss of $3.0 million on revenues of $31.8 million
for fiscal  2010.  This  represents  an increase in revenues of 4.2%.  Increased
management fees of 38.2% was the principal  factor  accounting for the increased
revenues of the Company.  Related party  management  fees increased by 36.1%. In
addition,  total  costs  and  expenses  decreased  by  14.7%.  Our  consolidated
operating  results  improved  by $6.4  million  to an  operating  income of $3.8
million for fiscal 2011 as compared  to an  operating  loss of $2.6  million for
fiscal 2010.

Discussion of Operating Results of Medical Equipment Segment
Fiscal 2011 Compared to Fiscal 2010
------------------------------------------------------------

Revenues  attributable to our medical  equipment  segment  decreased by 14.1% to
$17.8  million in fiscal 2011 from $20.7  million in fiscal  2010,  with product
sales revenues decreasing 26.2% from $9.1 million in fiscal 2010 to $6.7 million
in fiscal 2011.  Service  revenue  remained the same at $11.1  million in fiscal
2010 and $11.1 million in fiscal 2011. The decrease in revenues was attributable
to a decrease in sales of our  Upright(R)  MRI,  which FONAR  attributes  to the
current  state of the economy,  notwithstanding  stability in service and repair
fees.

The  Upright(R)  MRI is unique in that it permits MRI scans to be  performed  on
patients  upright in the  weight-bearing  state and in multiple  positions  that
correlate  with  symptoms.  An important  event in our ongoing effort to educate
both the medical community and payors about the benefits,  if not necessity,  of
utilizing  Upright(R)  MRI  scanning,  occurred  in fiscal  2007 when we sold an
Upright(R) MRI scanner to the largest  orthopedic  hospital in the  Netherlands,
St.  Maartenskliniek.  Upon placing the order,  the Chairman of Spine Surgery at
St.  Maartenskliniek  expressed the view that for their  hospital to continue to
engage in spine surgery without Fonar's  Upright(R) MRI technology,  now that it
was available was  "unacceptable" and that owning the scanner "was not optional,
but  mandatory".  He further stated that "once our active  research  program has
discovered the benefits of this new Fonar technology for patients,  we intend to
publish the results in a lot of peer reviewed scientific journals".

In addition,  significant progress is being made in developing the Fonar 360(TM)
MRI  scanner  so  that  it can be  used  in  interventional  procedures.  At the
Oxford-Nuffield  site in the United Kingdom,  where we installed the first Fonar
360(TM) MRI,  Fonar  software  engineers  have  completed  and installed our 2nd
generation tracking software, which is designed to enable the surgeons to insert
needles into the patient and  accurately  advance them under direct visual image
guidance to the target tissue,  such as a tumor, in order to inject  therapeutic
agents directly into the tissue.

Product sales to unrelated  parties  decreased by 26.2% in fiscal 2011 from $9.1
million in fiscal  2010 to $6.7  million in fiscal  2011.  There were no product
sales to related parties in fiscal 2011 or 2010.

We believe that one of our  principal  challenges  in achieving  greater  market
penetration  is  attributable  to the better name  recognition  and larger sales
forces of our larger  competitors such as General  Electric,  Siemens,  Hitachi,
Philips  and  Toshiba  and  the  ability  of some of our  competitors  to  offer
attractive   financing  terms  through   affiliates,   such  as  G.E.   Capital.
Nevertheless,   no  other   competitor   offers  a  whole  body   weight-bearing
multi-position MRI scanner as the FONAR Upright(R) MRI.

The  operating  results  for the medical  equipment  segment  increased  by $2.5
million  from a loss of $1.1  million  in 2010 to an income of $1.4  million  in
fiscal 2011. This increase is attributable  most  significantly to a decrease in
our operating expenses.

We  recognized  revenues of $5.3  million  from the sale of our  Upright(R)  MRI
scanners in fiscal 2011,  while in fiscal 2010, we  recognized  revenues of $7.9
million from the sale of Upright(R) MRI scanners.

None of our revenues for fiscal 2011 or fiscal 2010 were  attributable  to sales
to related parties.

License  and  royalty  revenue in fiscal  2011  decreased  to $0 as  compared to
$585,000 in fiscal 2010. The license expired and as a result,  we had no license
and royalty revenue in fiscal 2011.

Research and development expenses, net of capitalized costs, decreased by 41.4%
to $1.4 million in fiscal 2011 as compared to $2.5 million in fiscal 2010.  Our
expenses for fiscal 2011 represented continued research and development of
Fonar's scanners, Fonar's new hardware and software product, Sympulse(R) and
new surface coils to be used with the Upright(R) MRI scanner.

Discussion of Operating Results of Physician and Diagnostic Services Management
Segment.
Fiscal 2011 Compared to Fiscal 2010
-------------------------------------------------------------------------------

Revenues  attributable  to  the  Company's  physician  and  diagnostic  services
management segment,  HMCA-IMPERIAL,  increased by 38% to $15.3 million in fiscal
2011 from $11.1  million in fiscal 2010.  The increase in revenues was primarily
due to the  renegotiation  of some of the  management  contracts  between  HMCA-
IMPERIAL and its clients and the opening of a new site in  Manhattan,  New York.
All of the MRI facilities managed by HMCA-IMPERIAL have Upright(R) MRI scanners.

Cost of revenues as a percentage  of the related  revenues for our physician and
diagnostic  services  management segment decreased from $8.3 million or 75.0% of
related  revenues  for the year ended June 30, 2010 to $9.7  million,  or 63% of
related  revenue  for the year  ended  June 30,  2011.  This was the  result  of
increased revenues produced by our increased marketing efforts, coupled with our
cost containment policies.

Operating  results of this  segment  increased  from an  operating  loss of $1.5
million in fiscal 2010 to operating  income of $2.4  million in fiscal 2011.  We
believe that our efforts to expand and improve the  operation  of our  physician
and diagnostic  services  management  segment are directly  responsible  for the
profitability of this segment and our company as a whole.

Discussion of Certain Consolidated Results of Operations
Fiscal 2011 Compared to Fiscal 2010
--------------------------------------------------------

Interest and investment income decreased in 2011 compared to 2010. We recognized
interest  income of $228,174  in 2011 as  compared  to $260,216 in fiscal  2010,
representing a decrease of 12.3%.

Interest  expense of $518,532  was  recognized  in fiscal  2011,  as compared to
$387,902 in fiscal 2010, representing a increase of 33.7%.

While revenue increased by 4.2%, selling,  general and administrative  expenses,
decreased by 29.1% to $8.5  million in fiscal 2011 from $11.9  million in fiscal
2010.

Compensatory  element  of stock  issuances  also  increased  from  approximately
$99,000 in fiscal  2010 to $204,000 in fiscal  2011,  reflecting  an increase in
Fonar's use of its stock bonus plans to pay employees and others.

The lower provision for bad debts of $963,000 in fiscal 2011 as compared to $1.4
million in fiscal 2010, reflected a decrease in reserves of certain indebtedness
in fiscal 2011 by our physician and diagnostic  services  management segment. In
fiscal  2011,  the three  Florida  sites  managed by  HMCA-IMPERIAL  jointly and
severally  guaranteed the payment of their  management  fees to HMCA-  IMPERIAL,
further securing HMCA-IMPERIAL's management fee receivables.

Revenue  from  service and repair  fees  remained  constant at $11.1  million in
fiscal  2010 and $11.1  million  in fiscal  2011 as  scanners  previously  under
warranty entered into service agreements with FONAR.

Continuing  our  tradition  as the  originator  of MRI, we remain  committed  to
maintaining  our  position  as the leading  innovator  of the  industry  through
investing  in  research  and  development.  In  fiscal  2011  we  continued  our
investment in the  development  of our new MRI scanners,  together with software
and upgrades,  with an  investment  of  $1,507,290 in research and  development,
$67,258 of which was capitalized,  as compared to $2,773,704,  $315,362 of which
was capitalized,  in fiscal 2010. The research and development expenditures were
approximately  8.1% of revenues  attributable to our medical equipment  segment,
and 4.3% of total  revenues,  in 2011 and  11.9% of  medical  equipment  segment
revenues,  and 7.7% of total revenues in fiscal 2010.  This  represented a 41.4%
decrease in research and development  expenditures in fiscal 2011 as compared to
fiscal 2010, necessitated by budgetary restraints.  Notwithstanding the decrease
in research and  development  expenditures  in connection  with our overall cost
cutting programs, we remain fully committed to developing new features, software
and upgrades to improve its products.

The  physician  and  diagnostic  services  management  segment,   HMCA-IMPERIAL,
revenues  increased,  from $11.1 in fiscal 2010 to $15.3 million in fiscal 2011.
This is  primarily  attributable  to the  renegotiating  of  several  management
contracts between HMCA-IMPERIAL and its clients and the opening of a new site in
Manhattan, New York, even though we sold the site in Dublin, Georgia.

We have been taking  steps to improve  HMCA-IMPERIAL  revenues by our  marketing
efforts,  which focus on the unique capability of our Upright(R) MRI scanners to
scan patients in different positions. We have also been increasing the number of
health insurance plans in which our clients participate.

Marketing  expenditures  may increase,  as the Company  continues its efforts to
promote sales.

In the beginning of fiscal 2006, in July of 2005, HMCA-IMPERIAL sold the portion
of its business engaged in the management of physical therapy and rehabilitation
facilities to Health Plus Management  Services,  L.L.C.  for a purchase price of
$6.6  million,  payable  pursuant to a  promissory  note  payable in 120 monthly
installments. During fiscal 2010, this note was prepaid in full at a discount of
$350,000.

Our  management  fees are  dependent on  collection  by its clients of fees from
reimbursements from Medicare, Medicaid, private insurance, no fault and workers'
compensation  carriers,  self-pay and other third-party  payors. The health care
industry is experiencing the effects of the federal and state governments' trend
toward cost  containment,  as governments  and other third- party payors seek to
impose lower  reimbursement  and utilization rates and negotiate reduced payment
schedules with providers. The cost-containment  measures,  consolidated with the
increasing  influence of managed-care payors and competition for patients,  have
resulted in reduced rates of reimbursement  for services provided by our clients
from  time to time.  Our  future  revenues  and  results  of  operations  may be
adversely impacted by future reductions in reimbursement rates.

Certain  third-party payors have proposed and implemented changes in the methods
and rates of reimbursement that have had the effect of substantially  decreasing
reimbursement  for  diagnostic  imaging  services that  HMCA-IMPERIAL's  clients
provide. To the extent reimbursement from third-party payors is reduced, it will
likely  have an  adverse  impact on the rates they pay us, as they would need to
reduce the  management  fees they pay  HMCA-IMPERIAL  to offset  such  decreased
reimbursement  rates.   Furthermore,   many  commercial  health  care  insurance
arrangements  are  changing,   so  that   individuals  bear  greater   financial
responsibility   through  high  deductible   plans,   co-insurance   and  higher
co-payments,  which  may  result  in  patients  delaying  or  foregoing  medical
procedures.  We expect  that any  further  changes  to the rates or  methods  of
reimbursement  for  services,  which  reduce the  reimbursement  per scan of our
clients  may  partially  offset the  increases  in scan volume we are working to
achieve  for our  clients,  and  indirectly  will  result  in a  decline  in our
revenues.

In 2009, the Obama administration announced its intentions for healthcare reform
in the United States. Legislation adopting healthcare reform was passed in 2010.
On March 23, 2010, President Obama signed into law healthcare reform legislation
in the form of the Patient  Protection  and Affordable  Care Act, or PPACA.  The
implementation  of this law will likely have a profound impact on the healthcare
industry.  Most of the  provisions of PPACA will be phased in over the next four
years and can be  conceptualized as a broad framework not only to provide health
insurance  coverage to millions of Americans,  but to  fundamentally  change the
delivery of care by bringing together elements of health information technology,
evidence-based  medicine,  chronic  disease  management,  medical  "homes," care
collaboration  and shared financial risk in a way that will accelerate  industry
adoption and change. There are also many provisions addressing cost containment,
reductions of Medicare and other payments and heightened compliance requirements
and additional penalties, which will create further challenges for providers. We
are  unable to  predict  the full  impact of PPACA at this time due to the law's
complexity  and  current  lack  of  implementing   regulations  or  interpretive
guidance.  Moving  forward,  we believe that the federal  government will likely
have greater involvement in the healthcare industry than in prior years.

In addition,  the use of radiology benefit  managers,  or RBM's has increased in
recent years.  It is common practice for health  insurance  carriers to contract
with RBMs to manage  utilization  of  diagnostic  imaging  procedures  for their
insureds.  In many cases, this leads to lower utilization of imaging  procedures
based on a determination of medical  necessity.  The efficacy of RBMs is still a
high controversial  topic. We cannot predict whether the healthcare  legislation
or the use of RBMs will negatively impact our business,  but it is possible that
our financial position and results of operations could be negatively affected.

At the present time  healthcare  reform has not directly  affected our business,
but we believe  uncertainty  as to the  ultimate  impact of  healthcare  reform,
taxes, and the state of the economy have hurt our scanner sales.

There can be no assurance that the impact of health care legislation or possible
reimbursement changes will not adversely affect our business.

As a result of our loss for fiscal 2010,  Fonar did not meet  NASDAQ's  criteria
for continued listing.  During fiscal 2011 Fonar was able to avoid delisting and
to come into compliance with NASDAQ's requirements.

LIQUIDITY AND CAPITAL RESOURCES

Cash,  cash  equivalents and marketable  securities  increased by 615% from $1.3
million at June 30, 2010 to $9.3 million at June 30, 2011.

Marketable  securities  approximated $33,000 as of June 30, 2011, as compared to
$28,000 as of June 30, 2010.

Cash provided by operating activities for fiscal 2011 approximated $3.1 million.
Cash provided by operating  activities was attributable to the net income before
non-controlling interests of $3.4 million.

Cash used in investing  activities for fiscal 2011  approximated  $448,000.  The
principal  source of cash from  investing  activities  was cash  acquired from a
business  combination  of $290,000.  The principal  uses of cash from  investing
activities  were  purchases  of property and  equipment  of  $533,000,  costs of
capitalized  software development of $67,000 and costs of patents and copyrights
of $135,000.

Cash provided by financing activities for fiscal 2011 approximated $5.3 million.
The  principal  use of  cash  in  financing  activities  was  the  repayment  of
borrowings and capital lease  obligations of $1.5 million.  The principal source
of cash from financing activities was proceeds from non-controlling interests of
$6.7 million.

Total liabilities decreased by 6.2% during fiscal 2011, from approximately $27.4
million at June 30, 2010 to  approximately  $25.7 million at June 30, 2011.  The
decrease in total  liabilities  reflected  principally a decrease in billings in
excess of costs and estimated  earnings on  uncompleted  contracts of 99.9% from
$2.7 million at June 30, 2010 to $4,045 at June 30, 2011.

As at June 30, 2011,  our  obligations  included  approximately  $2.7 million in
various state sales taxes.

At June 30, 2011, we had a working capital deficit of approximately  $576,000 as
compared  to a working  capital  deficit  of $10  million  at June 30,  2010 and
stockholders'  equity  of  $5.9  million  at June  30,  2011  as  compared  to a
stockholders'  deficiency  of $5.8 million at June 30, 2010.  For the year ended
June 30, 2011, we realized a net income of $3.1 million.

Our  principal  source  of  liquidity  has been  derived  from  investments  and
revenues.

Our  business  plan  includes  an program  for  manufacturing  and  selling  our
Upright(R)  MRI  scanners.   In  addition,  we  are  enhancing  our  revenue  by
participating  in the  physician and  diagnostic  services  management  business
through our subsidiary,  HMCA-IMPERIAL and have upgraded the facilities which it
manages, most significantly by the replacement of the original MRI scanners with
new Upright(R) MRI scanners.  Presently, all of the 10 MRI facilities managed by
HMCA-IMPERIAL   are  equipped  with  Upright(R)  MRI  scanners.   We  have  also
intensified our marketing  activities through the hiring of additional marketers
for HMCA-IMPERIAL's clients.

Our  business  plan also  calls  for a  continuing  emphasis  on  providing  our
customers  with enhanced  equipment  service and  maintenance  capabilities  and
delivering  state-of-the-art,  innovative and high quality equipment upgrades at
competitive prices. Fees for on-going service and maintenance from our installed
base of scanners  were $11.1  million for the year ended June 30, 2010 and $11.1
million for the year ended June 30, 2011.

In order to reduce  our net  losses  and  demands  on our cash and other  liquid
reserves,  we  instituted  an  aggressive  program  of cost  cutting  during and
following the end of fiscal 2008. These measures  included  consolidating  HMCA-
IMPERIAL's office space with Fonar's office space, reductions in the size of our
workforce,  compensation and benefits,  as well as across the board reduction of
expenses. The cost reductions were intended to enable us to withstand periods of
low volumes of MRI scanner sales,  by keeping  expenditures  at levels which, if
necessary,  can be supported by service revenues and HMCA-IMPERIAL  revenues. We
are also seeking  equity and debt financing and have been engaged in discussions
with several possible sources.

In order to promote sales, we are continuing to focus on marketing  campaigns to
strengthen the demand for our products and services. Management anticipates that
Fonar's  capital  resources  will improve if Fonar's MRI scanner  products  gain
wider market  recognition  and acceptance  resulting in both  increased  product
sales and scan volumes.  If we are not successful with our marketing  efforts to
increase sales, we will experience a shortfall in cash, and it will be necessary
to further reduce operating  expenses in a manner or obtain funds through equity
or debt  financing  in  sufficient  amounts  to avoid  the need to  curtail  our
operations  subsequent to June 30, 2011. Current economic credit conditions have
contributed to a slowing business  environment.  Given such liquidity and credit
constraints in the markets,  the business may suffer,  should the credit markets
not improve in the near future.  The direct  impact of these  conditions  is not
fully known. However,  there can be no assurance that we would be able to secure
additional  funds if needed and that if such funds were  available,  whether the
terms or conditions  would be  acceptable to us. In such case,  the reduction in
operating  expenses  might need to be  substantial  in order for us to  generate
positive cash flow to sustain our operations.

If we are unable to meet expenditures with revenues or financing then it will be
necessary to reduce expenses further, or seek other sources of funds through the
issuance  of debt or equity  financing  in order to  conduct  operations  as now
conducted subsequent to fiscal 2011.

Capital expenditures for fiscal 2011 approximated $533,000. Capitalized software
costs  were   approximately   $67,000,   and   capitalized   patent  costs  were
approximately $135,000.

Fonar has not committed to making capital expenditures in the 2012 fiscal year.

The  accompanying  financial  statements  have been prepared in accordance  with
accounting  principals  generally  accepted in the United  States of America and
assume that the Company  will  continue  as a going  concern.  The Company had a
working capital deficit of  approximately  $576,000 plus the company backlog has
decreased  from $14.9  million at September 8, 2010 to $9.4 million at September
20, 2011. These conditions raise  substantial  doubt about the Company's ability
to continue as a going concern.  The  accompanying  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Fonar's  investments  in  fixed  rate  instruments.   None  of  the  fixed  rate
instruments in which we invest extend beyond June 30, 2012.

All of our revenue,  expense and capital purchasing activities are transacted in
United States dollars.

See Note 14 to the  consolidated  Financial  Statements for information on long-
term debt.


Item 8.

                              FINANCIAL STATEMENTS
                       FONAR CORPORATION AND SUBSIDIARIES
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS
  At June 30, 2011 and 2010

CONSOLIDATED STATEMENTS OF OPERATIONS/INCOME
  For the Years Ended June 30, 2011 and 2010

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
 AND COMPREHENSIVE INCOME (LOSS)
 For the Years Ended June 30, 2011 and 2010

CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Years Ended June 30, 2011 and 2010

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
FONAR Corporation and Subsidiaries

We  have  audited  the  accompanying   consolidated   balance  sheets  of  FONAR
Corporation and  Subsidiaries  (the "Company") as of June 30, 2011 and 2010, and
the related consolidated  statements of operations/income,  stockholders' equity
(deficiency) and  comprehensive  income (loss) and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor  were we  engaged  to  perform,  an audit of  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated  financial position of FONAR
Corporation and  Subsidiaries as of June 30, 2011 and 2010, and the consolidated
results  of its  operations  and its cash  flows for the years  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that FONAR  Corporation and  Subsidiaries  will continue as a going concern.  As
more fully described in Note 1, the Company has negative working capital at June
30,  2011  and is  dependent  on  asset  sales  to fund  its  operations.  These
conditions raise  substantial doubt about the Company's ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 1. The consolidated  financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


/s/ Marcum, LLP
New York, New York
September 30, 2011



                       FONAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------

                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
Current Assets:
  Cash and cash equivalents                           $ 9,251,244   $ 1,299,493
  Marketable securities                                    32,531        27,613
  Accounts receivable - net of allowances for
    doubtful accounts of $1,777,794 and $2,289,049
    at June 30, 2011 and 2010, respectively             5,263,903     4,820,541
  Medical receivables - net of allowances for
    doubtful accounts of $1,622,000
    at June 30, 2011 and at June 30, 2010                    -           25,225
  Management and other fees receivable - net of
    allowances for doubtful accounts of $6,508,345
    and $5,808,345 at June 30, 2011 and 2010,
    respectively                                        3,308,456     2,568,526
  Management and other fees receivable - related
    medical practices - net of allowances for
    doubtful accounts of $403,047 and $1,129,818 at
    June 30, 2011 and 2010, respectively                1,668,880     1,921,983
  Costs and estimated earnings in excess of
    billings on uncompleted contracts                     169,443       277,384
  Inventories                                           2,400,240     2,826,211
  Current portion of advances and notes to related
    medical practices - net of allowance for
    doubtful accounts of $264,791 at June 30, 2011
    and at June 30, 2010                                     -           83,423
  Current portion of note receivable - net of
    allowances for doubtful accounts of
    $65,000 and $115,000 at June 30, 2011 and at
    June 30, 2010, respectively                           114,058       271,796
  Prepaid expenses and other current assets               351,906       552,800
                                                      ------------  ------------
      Total Current Assets                             22,560,661    14,674,995

Property and Equipment - Net                            3,769,424     2,108,556

Notes Receivable                                          358,769          -

Other Intangible Assets - Net                           4,318,311     4,291,419

Other Assets                                              573,509       553,875
                                                      ------------  ------------
      Total Assets                                    $31,580,674   $21,628,845
                                                      ============  ============



See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                   LIABILITIES
                                   -----------

                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
Current Liabilities:
  Current portion of long-term debt and
    capital leases                                    $ 2,025,836  $    579,436
  Current portion of long-term debt - related
     party                                                 -             87,835
  Accounts payable                                      2,187,115     3,191,960
  Other current liabilities                             8,236,105     8,065,069
  Unearned revenue on service contracts                 5,762,394     5,219,547
  Customer advances                                     4,845,794     4,813,327
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                       4,045     2,743,398
  Income tax payable                                       75,000         -
                                                      ------------  ------------
      Total Current Liabilities                        23,136,289    24,700,572
                                                      ------------  ------------
Long-Term Liabilities:
  Accounts payable                                        102,000        62,622
  Due to related medical practices                        228,267       527,891
  Long-term debt and capital leases, less
    current portion                                     1,746,286     1,566,622
  Long-term debt, less current
    portion - related party                                 -            72,341
  Other liabilities                                       502,018       474,763
                                                      ------------  ------------
      Total Long-Term Liabilities                       2,578,571     2,704,239
                                                      ------------  ------------
      Total Liabilities                                25,714,860    27,404,811
                                                      ------------  ------------
Commitments, Contingencies and Other Matters

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                        STOCKHOLDERS' EQUITY (DEFICIENCY)
                        --------------------------------

                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
Stockholders' Equity (Deficiency):
  Class A non-voting preferred stock - $.0001
    par value; authorized - 453,000 and 1,600,000
    shares at June 30, 2011 and 2010, respectively;
    issued and outstanding - 313,451 shares
    at June 30, 2011 and 2010                         $        31   $        31
  Preferred stock - $.001 par value;
    authorized - 567,000 and 2,000,000 shares
    at June 30, 2011 and 2010, respectively;
    issued and outstanding - none                            -             -
  Common stock - $.0001 par value; authorized -
    8,500,000 and 30,000,000 shares at
    June 30, 2011 and 2010, respectively;
    issued - 5,636,571 and 4,985,850 shares
    at June 30, 2011 and 2010, respectively;
    outstanding - 5,624,928 and 4,974,207
    shares at June 30, 2011 and 2010, respectively            562           497
  Class B common stock (10 votes per share) -
    $.0001 par value; authorized - 227,000 and
    800,000 shares at June 30, 2011 and 2010,
    respectively; issued and outstanding - 158
    shares at June 30, 2011 and 2010                        -             -
  Class C common stock (25 votes per share) -
    $.0001 par value; authorized - 567,000 and
    2,000,000 shares at June 30, 2011 and 2010,
    respectively; issued and outstanding -
    382,513 shares at June 30, 2011 and 2010                   38            38
  Paid-in capital in excess of par value              173,476,059   172,379,863
  Accumulated other comprehensive loss                    (16,179)      (18,489)
  Accumulated deficit                                (174,110,439) (177,271,349)
  Notes receivable from employee stockholders            (115,305)     (191,167)
  Treasury stock, at cost - 11,643 shares
    of common stock at June 30, 2011 and 2010            (675,390)     (675,390)
  Non controlling interests                             7,306,437         -
                                                      ------------  ------------
      Total Stockholders' Equity (Deficiency)           5,865,814    (5,775,966)
                                                      ------------  ------------
      Total Liabilities and Stockholders'
        Equity (Deficiency)                           $31,580,674   $21,628,845
                                                      ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF OPERATIONS/INCOME

                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
Revenues
  Product sales - net                                 $ 6,682,297   $ 9,056,307
  Service and repair fees - net                        10,936,839    10,864,927
  Service and repair fees - related
    parties - net                                         192,500       220,000
  Management and other fees                            10,170,086     7,302,216
  Management and other fees - related
    medical practices - net                             5,154,673     3,786,612
  License fees and royalties                                -           585,493
                                                      ------------  ------------
      Total Revenues - Net                             33,136,395    31,815,555
                                                      ------------   -----------
Costs and Expenses
  Costs related to product sales                        5,768,601     7,248,756
  Costs related to service and repair fees              2,936,435     3,026,598
  Costs related to service and repair fees
    - related parties                                      51,684        61,284
  Costs related to management and other fees            6,781,638     5,320,756
  Costs related to management and other fees
    - related medical practices                         2,941,192     2,962,826
  Research and development                              1,440,032     2,458,342
  Selling, general and administrative, inclusive of
    compensatory element of stock issuances of
    $204,486 and $99,269 for the years ended
    June 30, 2011 and 2010, respectively                8,462,335    11,939,223
  Provision for bad debts                                 963,009     1,378,500
                                                      ------------  ------------
      Total Costs and Expenses                         29,344,926    34,396,285
                                                      ------------  ------------
      Income (Loss) from Operations                     3,791,469    (2,580,730)

Other Income and (Expenses):
  Interest expense                                       (514,703)     (313,416)
  Interest expense - related parties                     (  3,829)      (74,486)
  Investment income                                       226,610       249,290
  Interest income - related parties                         1,564        10,926
  Other (expense) income - net                           (116,617)       45,674
  Loss on note receivable                                    -         (350,000)
                                                      ------------  ------------
 Income (Loss) Before Provision For
  Income Taxes and Non Controlling Interests            3,384,494    (3,012,742)

Provision for Income Taxes                                 75,475          -
                                                      ------------  ------------
Net Income (Loss)                                     $ 3,309,019   $(3,012,742)

Net Income - Non Controlling Interests                   (148,109)         -
                                                      ------------  ------------
Net Income (Loss) - Controlling Interests             $ 3,160,910   $(3,012,742)
                                                      ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS/INCOME


                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
Net Income (Loss) Available to Common Stockholders    $ 2,941,026   $(3,012,742)
                                                      ============  ============
Net Income Available to Class A Non-Voting
  Preferred Stockholders                              $   163,886        N/A
                                                      ============  ============
Net Income Available to Class C Common Stockholders   $    55,998        N/A
                                                      ============  ============
Basic Net Income (Loss) Per Common Share
  Available to Common Stockholders                    $     0.56    $    (0.61)
                                                      ============  ============
Diluted Net Income (Loss) Per Common Share
  Available to Common Stockholders                    $     0.55     $   (0.61)
                                                      ============  ============
Basic and Diluted Income Per Share - Common C         $     0.15          N/A
                                                      ============  ============
Weighted Average Basic Shares Outstanding               5,264,795     4,932,044
                                                      ============  ============
Weighted Average Diluted Shares Outstanding             5,392,299     4,932,044
                                                      ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                        FOR THE YEAR ENDED JUNE 30, 2011


                                           Class A
                                         Non-Voting          Common Stock
                                         Preferred    --------------------------
                                           Stock         Shares        Amount
                                        ------------  ------------  ------------

Balance - June 30, 2010                 $        31     4,974,207   $       497

Net income                                     -             -             -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                -             -             -
Stock issued to employees under stock
  bonus plans                                  -          128,803            13
Issuance of stock for goods and services       -          521,918            52
Capital contribution in Fair Haven
  acquisition                                  -             -             -
Payments on notes receivable
  from employee stockholders                   -             -             -
Proceeds from non controlling interests        -             -
Distributions to non controlling interests     -             -             -
Purchase of non controlling interest           -             -             -
Effect of change from equity method to
  consolidation of investment (Note 13)        -             -             -
                                        ------------  ------------  ------------
Balance - June 30, 2011                 $        31     5,624,928   $       562
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                        FOR THE YEAR ENDED JUNE 30, 2011

                                                                     Paid-in
                                           Class B       Class C     Capital in
                                           Common        Common      Excess of
                                           Stock         Stock       Par Value
                                        ------------  ------------  ------------
                                           Shares
                                        ------------

Balance  -  June  30,  2010                     158   $        38   $172,379,863

Net income                                     -             -              -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                -             -              -
Stock issued to employees under stock
  bonus plans                                  -             -           204,473
Issuance of stock for goods and services       -             -           862,759
Capital contribution in Fair Haven
  acquisition                                  -             -            28,964
Payments on notes receivable
  from employee stockholders                   -             -              -
Proceeds from non controlling interests        -             -              -
Distributions to non controlling interests     -             -              -
Purchase of non controlling interest           -             -              -
Effect of change from equity method to
  consolidation of investment (Note 13)        -             -              -
                                        ------------  ------------  ------------

Balance  -  June  30,  2011                     158   $        38   $173,476,059
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                        FOR THE YEAR ENDED JUNE 30, 2011

                                                         Notes
                                                       Receivable   Accumulated
                                                          From         Other
                                          Treasury      Employee   Comprehensive
                                            Stock     Stockholders     Loss
                                        ------------  ------------  ------------

Balance - June 30, 2010                 $  (675,390)  $  (191,167)  $   (18,489)

Net income                                     -             -             -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during  the year, net of tax               -             -            2,310
Stock issued to employees under stock
  bonus plans                                  -             -             -
Issuance of stock for goods and services       -             -             -
Capital contribution in Fair Haven
  acquisition                                  -             -             -
Payments on notes receivable
  from employee stockholders                   -           75,862          -
Proceeds from non controlling interests        -             -             -
Distributions to non controlling interests     -             -             -
Purchase of non controlling interest           -             -             -
Effect of change from equity method to
  consolidation of investment (Note 13)        -             -             -
                                        ------------  ------------  ------------

Balance - June 30, 2011                 $  (675,390)  $  (115,305)  $   (16,179)
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES

     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

                        FOR THE YEAR ENDED JUNE 30, 2011

                                                                         Non
                                                      Accumulated    Controlling
                                                        Deficit       Interests
                                                    --------------  ------------


Balance - June 30, 2010                             $(177,271,349)  $      -

Net income                                              3,160,910       148,109

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                              -             -
Stock issued to employees under stock
  bonus plans                                                -             -
Issuance of stock for goods and services                     -             -
Capital contribution in Fair Haven
  acquisition                                                -             -
Payments on notes receivable
  from employee stockholders                                 -             -
Proceeds from non controlling interests                      -        6,700,000
Distributions to non controlling interests                   -          (22,500)
Purchase of non controlling interest                         -          (10,500)
Effect of change from equity method to
  consolidation of investment (Note 13)                                 491,328
                                                    --------------  ------------

Balance - June 30, 2011                             $(174,110,439)  $ 7,306,437
                                                    ==============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
                        FOR THE YEAR ENDED JUNE 30, 2011

                                                                   Comprehensive
                                                        Total      Income (Loss)
                                                    ------------   -------------


Balance - June 30, 2010                             $(5,775,966)   $      -

Net income                                            3,309,019       3,309,019

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                           2,310           2,310
Stock issued to employees under stock bonus plans       204,486            -
Issuance of stock for goods and services                862,811            -
Capital contribution in Fair Haven
  acquisition                                            28,964            -
Payments on notes receivable from
  employee stockholders                                  75,862            -
Proceeds from non controlling interests               6,700,000            -
Distributions to non controlling interests              (22,500)           -
Purchase of non controlling interest                    (10,500)           -
Effect of change from equity method to
  consolidation of investment (Note 13)                 491,328            -
                                                    ------------    ------------

Balance  - June 30, 2011                            $ 5,865,814    $  3,311,329
                                                    ============   =============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE LOSS
                        FOR THE YEAR ENDED JUNE 30, 2010

                                          Class A
                                         Non-Voting          Common Stock
                                         Preferred    --------------------------
                                           Stock         Shares        Amount
                                        ------------  ------------  ------------

Balance    -    June   30,   2009       $        31     4,906,275   $       491

Net loss                                       -             -            -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                -             -            -
Stock issued to employees under stock
  bonus plans                                  -           67,932             6
Payments on notes receivable
  from employee stockholders                   -             -            -
                                        =-----------  ------------  ------------

Balance   -   June   30,    2010        $        31     4,974,207   $       497
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE LOSS
                        FOR THE YEAR ENDED JUNE 30, 2010


                                                                     Paid-in
                                           Class B       Class C     Capital in
                                           Common        Common      Excess of
                                           Stock         Stock       Par Value
                                        ------------  ------------  ------------
                                          Shares
                                        ------------

Balance   -  June  30,  2009                    158   $        38   $172,280,600

Net loss                                      -              -              -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax               -              -              -
Stock issued to employees under
  stock bonus plans                           -              -            99,263
Payments on notes receivable from
  employee stockholders                       -              -              -
                                        ------------  ------------  ------------

Balance  -  June   30,  2010                    158   $        38   $172,379,863
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE LOSS
                        FOR THE YEAR ENDED JUNE 30, 2010


                                                          Notes
                                                       Receivable   Accumulated
                                                          From         Other
                                          Treasury      Employee   Comprehensive
                                           Stock      Stockholders     Loss
                                        ------------  ------------  ------------
Balance - June 30, 2009                 $  (675,390)  $  (267,030)  $   (20,995)

Net loss                                       -             -             -

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                -             -            2,506
Stock issued to employees under stock
  bonus plans                                  -             -             -
Payments on notes receivable
  from employee stockholders                   -           75,863          -
                                        ------------  ------------  ------------

Balance - June 30, 2010                 $  (675,390)  $  (191,167)  $   (18,489)
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY AND COMPREHENSIVE LOSS
                        FOR THE YEAR ENDED JUNE 30, 2010


                                        Accumulated                Comprehensive
                                          Deficit        Total     Income (Loss)
                                        ------------  ------------ -------------


Balance - June 30, 2009               $(174,258,607)  $(2,940,862)  $      -

Net loss                                 (3,012,742)   (3,012,742)   (3,012,742)

Other comprehensive loss, net of tax:
  Unrealized gains on securities arising
    during the year, net of tax                -            2,506         2,506
Stock issued to employees under stock
  bonus plans                                  -           99,269          -
Payments on notes receivable
  from employee stockholders                   -           75,863          -
                                        ------------  ------------  ------------

Balance - June 30, 2010               $(177,271,349)  $(5,775,966)  $(3,010,236)
                                        ============  ============  ============

See accompanying notes to consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    For the Years Ended June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                   $ 3,309,019   $(3,012,742)

 Adjustments to reconcile net income
   (loss) to net cash provided by
   (used in)
    Operating activities:
      Depreciation and amortization                     2,073,006     1,445,065
      Abandoned patents written off                        79,958       391,415
      Provision for bad debts                             963,009     1,378,500
      Compensatory element of stock issuances             204,486        99,269
      Stock issued for costs and Expenses                 862,811          -
      Discount on note receivable                            -          350,000

  (Increase) decrease in operating
    assets, net:
      Accounts, management fee and medical receivable  (1,550,287)      435,498
      Notes receivable                                   (336,717)      180,012
      Costs and estimated earnings in excess of
        Billings on uncompleted contracts                 107,941     1,198,322
      Inventories                                         425,971       346,186
      Prepaid expenses and other current assets           200,894       (80,403)
      Other assets                                        (57,724)     (162,638)
      Advances and notes to related
        Parties medical practices                          83,423       170,220
  Increase (decrease) in operating
    Liabilities, net:
      Accounts payable                                 (1,012,493)     (448,195)
      Other current liabilities                           699,929       (13,390)
      Customer advances                                    32,467    (4,424,594)
      Billings in excess of costs and estimated
        Earnings on uncompleted contracts              (2,739,353)      716,957
      Other liabilities                                    27,255        47,398
      Due to related medical practices                   (299,624)     (115,244)
      Income tax payable                                   75,000          -
                                                      ------------  ------------
        NET CASH PROVIDED BY (USED IN)
          OPERATING ACTIVITIES                          3,148,971    (1,498,364)
                                                      ------------  ------------

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                    For the Years Ended June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Sales of marketable securities                      $    (2,608)  $    (2,455)
  Purchases of property and equipment                    (532,562)      (24,339)
  Costs of capitalized software development               (67,258)     (203,644)
  Proceeds from note receivable                              -        1,580,862
  Cash acquired from business combination                 290,102          -
  Cost of patents                                        (135,210)     (195,851)
                                                      ------------  ------------
        NET CASH (USED IN) PROVIDED BY
          INVESTING ACTIVITIES                           (447,536)    1,154,573
                                                      ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from non controlling interests               6,700,000          -
  Proceeds from debt                                         -          580,000
  Repayment of borrowings and capital
     Lease obligations                                 (1,492,546)     (238,198)
  Repayment of notes receivable from
     employee stockholders                                 75,862        75,863
  Distributions to non controlling interests              (22,500)         -
  Purchase of non controlling interest                    (10,500)         -
                                                      ------------  ------------
        NET CASH PROVIDED BY
          FINANCING ACTIVITIES                          5,250,316       417,665
                                                      ------------  ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS               7,951,751        73,874

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR           1,299,493     1,225,619
                                                      ------------  ------------
CASH AND CASH EQUIVALENTS - END OF YEAR               $ 9,251,244   $ 1,299,493
                                                      ============  ============

See accompanying notes to consolidated financial statements.


                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES

Description of Business
-----------------------

FONAR  Corporation (the "Company" or "FONAR") is a Delaware  corporation,  which
was   incorporated  on  July  17,  1978.  FONAR  is  engaged  in  the  research,
development,  production and marketing of medical scanning equipment, which uses
principles of Magnetic Resonance Imaging ("MRI") for the detection and diagnosis
of human diseases.  In addition to deriving revenues from the direct sale of MRI
equipment,  revenue  is also  generated  from its  installed-base  of  customers
through its service and upgrade programs.

FONAR,  through its wholly-owned  subsidiary  Health  Management  Corporation of
America  ("HMCA")  provides  comprehensive  management  services  to  diagnostic
imaging  facilities.  The services provided by the Company include  development,
administration,  leasing of office  space,  facilities  and  medical  equipment,
provision of supplies,  staffing and supervision of non-medical personnel, legal
services,   accounting,   billing  and  collection  and  the   development   and
implementation of practice growth and marketing strategies.

The Company  completed a private  placement  of equity and  succeeded in raising
$6,000,000  by  May 2,  2011.  The  offering  consisted  of  Preferred  Class  A
membership  interests  in a newly formed  limited  liability  company,  Imperial
Management  Services,  LLC ("Imperial").  Class B membership  interests,  all of
which  were  retained  by the  Company's  subsidiary,  HMCA,  holds a 75% equity
interest in Imperial. The Class A membership interests are entitled to receive a
dividend of 18% per annum of their cash capital  contribution  of  $6,000,000 to
the limited liability company. HMCA contributed all of its assets, together with
its  liabilities,  to  Imperial as HMCA's  capital  contribution.  The  Imperial
operating  agreement  provides  for the  Class A  members  to  receive  priority
distributions  until their original capital  contributions  are returned.  As of
June 30, 2011,  Imperial  manages 10 diagnostic  imaging  facilities  located in
states of New York and Florida.

On  October  1,  2010,  the  Company  purchased  100% of the stock of Fair Haven
Services Inc., an entity wholly owned by Raymond Damadian.  The entity is in the
business of leasing medical equipment to various unrelated PC's.

During the year, the Company  purchased a 50% controlling  interest in an entity
from an unrelated party that provides management services to a diagnostic center
in the New York Metropolitan  area. The Company also has another 50% controlling
interest  in an entity that will  provide  management  services to a  diagnostic
center in New York. The center is in the process of being installed.

Liquidity and Going Concern
---------------------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America  ("US  GAAP") and  assume  that the  Company  will  continue  as a going
concern.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES

Liquidity and Going Concern (Continued)
---------------------------

At June 30, 2011,  the Company had a working  capital  deficit of  approximately
$576,000 and stockholders'  equity of approximately  $5.9 million.  For the year
ended June 30, 2011, the Company's  share of net income was  approximately  $3.2
million, which included non-cash expenses of approximately $4.2 million.

The Company's backlog as of September 20, 2011 is $9.4 million.

Management's   plans  include  focusing  its  efforts  on  increased   marketing
campaigns,  which  management  believes  will  strengthen  the  demand  for  the
Company's  products  and  services.  Management  anticipates  that  its  capital
resources  will  improve if  Fonar's  MRI  scanner  products  gain wider  market
recognition and acceptance  resulting in increased  product sales. The Company's
subsidiary,  Imperial  Management  Services  LLC  ("Imperial")  has  focused its
efforts to market the  scanning  services  of its  customers  (related  and non-
related professional  corporations or "PCs") and to expand the number of PCs for
which  it  performs  management  services.  The  Company  is  planning  to raise
additional  capital through obtaining  financing in the capital market.  Current
economic credit  conditions have contributed to a slowing business  environment.
Given such liquidity and credit constraints in the markets, the business has and
may  continue  to  suffer,  should the credit  markets  not  improve in the near
future. The direct impact of these conditions is not fully known. However, there
can be no assurance that the Company would be able to secure additional funds if
needed and that if such funds were  available,  whether the terms or  conditions
would be  acceptable  to the  Company.  In such case,  the further  reduction in
operating  expenses  might need to be  substantial  in order for the  Company to
generate positive cash flow to sustain the operations of the Company.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  The accompanying  consolidated  financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
---------------------------

The consolidated financial statements include the accounts of FONAR Corporation,
its majority and  wholly-owned  subsidiaries and  partnerships.  All significant
intercompany accounts and transactions have been eliminated in consolidation.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates
----------------

The  preparation of the  consolidated  financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities in
the  consolidated   financial   statements  and  accompanying  notes.  The  most
significant  estimates  relate to  accounts  receivable  allowances,  intangible
assets,  income taxes,  useful lives of property and  equipment,  contingencies,
revenue recognition and litigation. In addition, healthcare industry reforms and
reimbursement practices will continue to impact the Company's operations and the
determination of contractual and other allowance estimates. Actual results could
differ from those estimates.

Investment in Marketable Securities
-----------------------------------

The Company accounts for its investments  using Financial  Accounting  Standards
Board ("FASB"),  Accounting Standard Codification ("ASC") Topic 820, "Fair Value
Measurements  and  Disclosures".  This  standard  requires that certain debt and
equity  securities  be  adjusted to market  value at the end of each  accounting
period.  Unrealized  market value gains and losses are charged to  operations if
the securities  are traded for short-term  profit.  Otherwise,  such  unrealized
gains and losses are charged or credited to other comprehensive income (loss).

Management  determines the proper  classifications of investments in obligations
with fixed maturities and marketable  equity  securities at the time of purchase
and  re-evaluates  such  designations as of each balance sheet date. At June 30,
2011 and 2010, all securities  covered by Topic 820 were designated as available
for sale.  Accordingly,  these securities are stated at fair market value,  with
unrealized  gains and losses reported in comprehensive  income (loss).  Realized
gains  and  losses  on  sales  of  investments,  as  determined  on  a  specific
identification  basis,  are included in  investment  income in the  accompanying
consolidated statements of operations.

Inventories
-----------

Inventories  consist of purchased  parts,  components  and supplies,  as well as
work-in-process,  and are stated at the lower of cost  determined  on the first-
in, first-out method or market.



                      FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment
----------------------

Property and  equipment  procured in the normal  course of business is stated at
cost.  Property and equipment  purchased in connection  with an  acquisition  is
stated at its estimated fair value,  generally  based on an appraisal.  Property
and equipment is being depreciated for financial  accounting  purposes using the
straight-line method over the shorter of their estimated useful lives, generally
five to seven years,  or the term of a capital lease,  if applicable.  Leasehold
improvements  are being  amortized  over the  shorter of the useful  life or the
remaining lease term. Upon retirement or other disposition of these assets,  the
cost and related  accumulated  depreciation of these assets are removed from the
accounts  and the  resulting  gains or losses are  reflected  in the  results of
operations.  Expenditures for maintenance and repairs are charged to operations.
Renewals  and  betterments  are  capitalized.  Maintenance  and repair  expenses
totaled  approximately  $334,000  and $282,000 for the years ended June 30, 2011
and 2010, respectively.

Other Intangible Assets
-----------------------

1) Capitalized Software Development Costs

Capitalization  of software  development  costs begins upon the establishment of
technological feasibility.  Technological feasibility for the Company's computer
software is generally based upon  achievement of a detail program design free of
high risk  development  issues and the completion of research and development on
the  product  hardware  in  which  it  is  to  be  used.  The  establishment  of
technological  feasibility  and the  ongoing  assessment  of  recoverability  of
capitalized computer software development costs require considerable judgment by
management with respect to certain external factors,  including, but not limited
to,  technological  feasibility,  anticipated  future gross  revenue,  estimated
economic life and changes in software and hardware technology. Prior to reaching
technological  feasibilty  those costs are  expensed as incurred and included in
research and development.

Amortization  of  capitalized  software  development  costs  commences  when the
related products become available for general release to customers. Amortization
is  provided  on a product by product  basis.  The  annual  amortization  is the
greater of the amount  computed  using (a) the ratio that current  gross revenue
for a product bear to the total of current and anticipated  future gross revenue
for that product,  or (b) the straight-line  method over the remaining estimated
economic life of the product.

The  Company  periodically  performs  reviews  of  the  recoverability  of  such
capitalized software development costs. At the time a determination is made that
capitalized  amounts are not recoverable based on the estimated cash flows to be
generated from the applicable  software,  any remaining  capitalized amounts are
written off.

2) Patents and Copyrights

Amortization is calculated on the straight-line basis over a period ranging from
15 to 17 years.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets
-----------------

The Company  periodically  assesses the  recoverability  of  long-lived  assets,
including property and equipment and intangibles,  when there are indications of
potential impairment,  based on estimates of undiscounted future cash flows. The
amount of impairment is calculated by comparing  anticipated  discounted  future
cash flows with the carrying  value of the related  asset.  In  performing  this
analysis,  management  considers such factors as current  results,  trends,  and
future prospects, in addition to other economic factors.

Revenue Recognition
-------------------

Revenue on sales  contracts  for  scanners,  included in "product  sales" in the
accompanying  consolidated  statements of  operations,  is recognized  under the
percentage-of-completion  method in  accordance  with FASB ASC 605-35,  "Revenue
Recognition -  Construction-Type  and  Production-Type  Contracts".  The Company
manufactures  its scanners  under  specific  contracts that provide for progress
payments.  Production and installation take  approximately  three to six months.
The  percentage of  completion  is determined by the ratio of costs  incurred to
date on completed  sub-assemblies  to the total estimated cost for each scanner.
Contract  costs  include  purchased  parts  and  components,  direct  labor  and
overhead.  Revisions in cost estimates and  provisions  for estimated  losses on
uncompleted  contracts,  if any, are made in the period in which such losses are
determined.  The asset,  "Costs and Estimated  Earnings in Excess of Billings on
Uncompleted  Contracts",  represents  revenues  recognized  in excess of amounts
billed.  The liability,  "Billings in Excess of Costs and Estimated  Earnings on
Uncompleted  Contracts",   represents  amounts  billed  in  excess  of  revenues
recognized.

Revenue on scanner service contracts is recognized on the  straight-line  method
over the related contract period, usually one year.

Revenue from sales of other items is recognized upon shipment.

Revenue  under  management   contracts  is  recognized  based  upon  contractual
agreements  for  management  services  rendered by the Company  primarily  under
various  long-term  agreements with various medical providers (the "PCs"). As of
June 30, 2011, the Company has ten management agreements of which three are with
PC's owned by Raymond V. Damadian,  M.D., President and Chairman of the Board of
FONAR ("the Related medical  practices") and seven are with PC's,  which are all
located in the state of New York ("the New York PC's"),  owned by one  unrelated
radiologist.  The contractual fees for services  rendered to the PCs consists of
fixed monthly fees per diagnostic  imaging facility  ranging from  approximately
$100,000 to  $212,000.  All fees are  re-negotiable  at the  anniversary  of the
agreements  and  each  year  thereafter.   Revenue  under  lease  contracts  are
recognized  based  upon  contractual  agreements  for  the  leasing  of  medical
equipment  primarily  under long term contracts to various  unrelated  PC's. The
lease fees for the medical equipment consists of fixed monthly fees ranging from
$2,500  to  $21,000.  All  fees  are  re-negotiable  at the  anniversary  of the
agreements and each year thereafter.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development Costs
------------------------------

Research and development costs are charged to expense as incurred.  The costs of
materials  and  equipment  that are  acquired or  constructed  for  research and
development activities, and have alternative future uses (either in research and
development,  marketing or production), are classified as property and equipment
and depreciated over their estimated useful lives.

Advertising Costs
-----------------

Advertising  costs are expensed as incurred.  Advertising  expense  approximated
$466,000 and $415,000 for the years ended June 30, 2011 and 2010, respectively.

Shipping Costs
--------------

The Company's  shipping and handling  costs are included in revenue from product
sales and the  related  expense  included in costs  related to product  sales is
$49,712 and $45,930 for the years ended June 30, 2011 and 2010, respectively.

Income Taxes
------------

Deferred  tax assets and  liabilities  are  determined  based on the  difference
between the  financial  statement  carrying  amounts and tax basis of assets and
liabilities  using  enacted  tax  rates in  effect  in the  years  in which  the
differences are expected to reverse.

Customer Advances
-----------------

Cash  advances and progress  payments  received on sales orders are reflected as
customer advances until such time as revenue recognition begins.

Earnings (Loss) Per Share
-------------------------

Basic earnings  (loss) per share ("EPS") is computed  based on weighted  average
shares outstanding and excludes any potential  dilution.  In accordance with ASC
topic 260-10,  "Participating  Securities and the Two-Class Method", the Company
uses the two-class method to calculate the effect of the Company's participating
convertible  securities  on basic  EPS,  which  include  the Class A  Non-voting
Preferred  stock,  Class B  common  stock  and  Class C  common  stock,  and the
if-converted method is used to calculate the effect of participating convertible
securities on diluted EPS. These participating  convertible  securities were not
included  in the  computation  of basic  EPS for the year  ended  June 30,  2010
because the  participating  securities did not have a contractual  obligation to
share in the  losses of the  Company.  For the year  ended  June 30,  2011,  the
Company used the Two-Class  method for calculating  basic earnings per share and
applied the if converted method in calculating diluted earnings per share.



                     FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) Per Share (Continued)
-------------------------

Diluted EPS reflects the  potential  dilution from the exercise or conversion of
all dilutive  securities  into common stock based on the average market price of
common  shares  outstanding  during  the  period.  The  number of common  shares
potentially  issuable upon the exercise of options and warrants or conversion of
the participating convertible securities that were excluded from the diluted EPS
calculation,  because they are  antidilutive as a result of the net losses,  was
195,896 as of June 30,  2010.  For the year ended June 30,  2011,  the number of
common  shares  potentially  issuable  upon the  exercise of certain  options of
22,537 have not been included in the computation of diluted EPS since the effect
would be antidilutive.

                                     June 30, 2011                 June 30, 2010
                           -----------------------------------     -------------
                                                      Class C
                                           Common     Common
                               Total        Stock     Stock
Basic                      -----------  ------------  --------
-----
Numerator:
 Net income (loss) available
  to stockholders          $3,160,910   $ 2,941,026   $ 55,998     $ (3,012,742)
                           ===========  ============   =======     =============
Denominator:
 Weighted average shares
  outstanding              $5,264,795     5,264,795    382,513        4,932,044
                           ===========  ============   =======     =============
Basic income (loss)
  per common share         $    0.60    $     0.56     $0.15       $    (0.61)
                           ===========  ============   =======     =============

Diluted
-------
Denominator:
 Weighted average shares
  outstanding                             5,264,795    382,513        4,932,044
 Stock options                                 -          -                -
 Convertible Class C Stock                  127,504       -                -
                                        ------------   -------     -------------

Total Denominator for diluted
  earnings per share                      5,392,299    382,513        4,932,044
                                        ============   =======     =============

Diluted income (loss) per
  common share                          $     0.55     $ 0.15      $ (0.61)
                                        ============   =======     =============



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents
-------------------------

The Company considers all short-term  highly liquid  investments with a maturity
of three months or less when purchased to be cash or cash equivalents.

Concentration of Credit Risk
----------------------------

Cash: The Company maintains its cash and cash equivalents with various financial
institutions, which exceed federally insured limits throughout the year. At June
30, 2011, the Company had cash on deposit of approximately  $7,812,000 in excess
of federally insured limits of $250,000.

Related Parties:  Net revenues from related parties  accounted for approximately
16% and 13% of the  consolidated  net revenues for the years ended June 30, 2011
and 2010, respectively.  Net management fee receivables from the related medical
practices  accounted for approximately 16% and 21% of the consolidated  accounts
receivable for the years ended June 30, 2011 and 2010, respectively.

Fair Value of Financial Instruments
-----------------------------------

The financial  statements  include various  estimated fair value  information at
June 30, 2011 and 2010,  as required by ASC topic 820,  "Disclosures  about Fair
Value  of  Financial  Instruments".  Such  information,  which  pertains  to the
Company's financial instruments,  is based on the requirements set forth in that
Statement  and does not purport to represent the aggregate net fair value to the
Company.

The following  methods and  assumptions  were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and cash equivalents:  The carrying amount  approximates fair value because
of the short-term maturity of those instruments.

Accounts receivable and accounts payable:  The carrying amounts approximate fair
value because of the short maturity of those instruments.

Investments  and advances and notes to related medical  practices:  The carrying
amount  approximates fair value because the discounted present value of the cash
flow  generated by the related  parties  approximates  the carrying value of the
amounts due to the Company.

Long-term debt, notes payable and accounts payable: The carrying amounts of debt
and notes payable  approximate  fair value due to the length of the  maturities,
the interest rates being tied to market indices and/or due to the interest rates
not being significantly different from the current market rates available to the
Company.

All of the  Company's  financial  instruments  are held for purposes  other than
trading.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accumulated Other Comprehensive Loss
------------------------------------

Accumulated other  comprehensive  loss generally  includes all changes in equity
during a period,  except those resulting from  investments by  stockholders  and
distributions to stockholders.

Recent Accounting Pronouncements
--------------------------------

In June 2009, the FASB issued ASC 860 (formerly SFAS No. 166),  "Accounting  for
Transfers of Financial  Assets - an amendment of FASB Statement No. 140, ASC 860
requires additional disclosures concerning a transferor's continuing involvement
with  transferred  financial  assets.  ASC  860  eliminates  the  concept  of  a
"qualifying   special-purpose   entity"  and  changes   the   requirements   for
derecognizing  financial assets. ASC 860 is effective for fiscal years beginning
after November 15, 2009. The Company  adopted ASC topic 860 on July 1, 2010. The
adoption  did  not  have  a  material  impact  on  its  consolidated   financial
statements.

In June 2009,  the FASB issued ASC 810 (formerly  SFAS No. 167),  "Amendments to
FASB  Interpretation  ("FIN") No.  46(R)," which changes how a reporting  entity
determines  when  an  entity  that  is  insufficiently  capitalized  or  is  not
controlled  through  voting (or  similar  rights)  should be  consolidated.  The
determination of whether a reporting  entity is required to consolidate  another
entity is based on, among other things,  the other  entity's  purpose and design
and the reporting  entity's ability to direct the activities of the other entity
that most significantly impact the other entity's economic performance.  ASC 810
will  require a reporting  entity to provide  additional  disclosures  about its
involvement with variable interest entities and any significant  changes in risk
exposure  due to that  involvement.  A  reporting  entity  will be  required  to
disclose  how its  involvement  with a  variable  interest  entity  affects  the
reporting entity's financial  statements.  ASC 810 is effective for fiscal years
beginning  after  November 15,  2009,  and interim  periods  within those fiscal
years.  The adoption of ASC 810 did not have a material  impact on the Company's
consolidated financial statements.

In September 2009, the FASB reached final consensus on a new revenue recognition
standard,  ASC topic 815 (formerly EITF Issue No. 08-1),  "Revenue  Arrangements
with Multiple Deliverables". ASC topic 815 addresses how to determine whether an
arrangement  involving  multiple  deliverables  contains  more  than one unit of
accounting,  and how the arrangement consideration should be allocated among the
separate units of accounting. This Issue is effective for fiscal years beginning
after June 15, 2010 and may be applied  retrospectively or prospectively for new
or materially modified arrangements.  In addition,  early adoption is permitted.
The  adoption  of ASC  815 did  not  have a  material  impact  on the  Company's
consolidated financial statements.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

In September 2009, the EITF reached final consensus on a new revenue recognition
standard, ASC topic 350 (formerly EITF Issue No. 09-3),  "Applicability of AICPA
Statement  of  Position  97-2 to  Certain  Arrangements  That  Contain  Software
Elements".  ASC topic 350 amends the scope of AICPA  Statement of Position 97-2,
Software Revenue  Recognition to exclude tangible products that include software
and  non-software  components  that  function  together to deliver the product's
essential functionality.  This Issue shall be applied on a prospective basis for
revenue  arrangements  entered  into or  materially  modified  in  fiscal  years
beginning on or after June 15, 2010. Earlier  application is permitted as of the
beginning of a company's  fiscal year  provided  the company has not  previously
issued financial statements for any period within that year. An entity shall not
elect early application of this Issue unless it also elects early application of
Issue  08-1.  The  adoption  of ADC 350 did not have a  material  impact  on the
Company's consolidated financial statements.

In January  2010,  the FASB  issued  Accounting  Standards  Update  No.  2010-6,
Improving  Disclosures  about  Fair  Value  Measurements.  The  Update  provides
amendments to FASB ASC 820-10 that require  entities to disclose  separately the
amounts of  significant  transfers  in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfers.  In addition the Update
requires  entities to present  separately  information  about purchases,  sales,
issuances,  and settlements in the  reconciliation  for fair value  measurements
using  significant  unobservable  inputs (Level 3). The  disclosures  related to
Level 1 and Level 2 fair value  measurements  are  effective  for the Company in
2010  and the  disclosures  related  to  Level  3 fair  value  measurements  are
effective for the Company in 2011. The Update requires new disclosures only, and
will have no impact on the Company's consolidated financial position, results of
operations, or cash flow.

In February 2010, the FASB issued ASU 2010-09,  Subsequent  Events (Topic 855) -
Amendments  to Certain  Recognition  and  Disclosure  Requirements.  ASU 2010-09
requires an entity that is an SEC filer to evaluate  subsequent  events  through
the date that the financial  statements  are issued and removes the  requirement
that an SEC filer  disclose the date through which  subsequent  events have been
evaluated.  ASC  2010-09  was  effective  upon  issuance.  The  adoption of this
standard  had no effect on the  Company's  consolidated  financial  position  or
results of operations.



                      FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)
--------------------------------

Issued in April 2010,  ASC 2010-12,  Income Taxes  (Topic 740),  Accounting  for
Certain  Tax Effect of the Health  Care  Reform  Acts.  On March 30,  2010,  the
President of the United  States  ("U.S.")  signed the Health Care and  Education
Reconciliation  Act of 2010,  which is a  reconciliation  bill that  amends  the
Patient  Protection  and  Affordable  Act that was  signed  on  March  23,  2010
(collectively, the "Acts"). ASU 2010-12 allows entities to consider the two Acts
together for accounting  purposes.  The adoption of this standard did not have a
material impact on the Company's  consolidated financial position and results of
operations.

FASB,  the  Emerging  Issues  Task Force and the SEC have issued  certain  other
accounting  standards,  updates,  and  regulations as of June 30, 2011 that will
become  effective in subsequent  periods;  however,  management does not believe
that any of those  updates  would  have  significantly  affected  our  financial
accounting  measures or disclosures had they been in effect during 2011 or 2010,
and it does not believe that any of those pronouncements will have a significant
impact  on our  consolidated  financial  statements  at  the  time  they  become
effective.

Reclassifications
-----------------

Certain prior year amounts have been reclassified to conform to the current year
presentation.  The  reclassifications  did not have any effect on  reported  net
income (losses) for any periods presented.

NOTE 3 - MEDICAL RECEIVABLES

The  Company  was  assigned  medical  receivables  valued  at  $11,775,000,   in
connection with the  satisfaction  of the management  fees and termination  fees
related to a  Termination  and  Replacement  Agreement  dated May 23, 2005.  The
balance of the net medical  receivables  as of June 30, 2011 and 2010 was $0 and
$25,225,  respectively.  As of June 30, 2011 and June 30,  2010,  the  Company's
allowance for doubtful accounts totaled $1,622,000 on these receivables.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 4 - MARKETABLE SECURITIES

The following is a summary of marketable securities at June 30, 2011 and 2010:


                                         June 30, 2011
                           ----------------------------------------
                                         Unrealized    Fair Market
                               Cost         Loss          Value
                           ------------  ------------  ------------
        Equities - other   $    48,710   $   (16,179)  $    32,531
                           ============  ============  ============


                                         June 30, 2010
                           ----------------------------------------
                                          Unrealized    Fair Market
                               Cost         Loss            Value
                           ------------  ------------  ------------
        Equities - other   $    46,102   $  ( 18,489)  $    27,613
                           ============  ============  ============


All marketable securities are deemed to be available for sale.

NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE

The Company's customers are concentrated in the healthcare industry.

Management Fee Receivable
-------------------------

The  Company's  receivables  from  the  related  and  non-related   professional
corporations ("PCs") substantially consists of fees outstanding under management
agreements.  Payment of the  outstanding  fees is dependent on collection by the
PCs of fees from third party medical  reimbursement  organizations,  principally
insurance companies and health management organizations.

Payment of the management fee  receivables  from the PC's may be impaired by the
inability of the PC's to collect in a timely  manner their medical fees from the
third party payors,  particularly  insurance  carriers  covering  automobile no-
fault and workers  compensation claims due to longer payment cycles and rigorous
informational  requirements and certain other disallowed  claims.  Approximately
34% and 42%,  respectively,  of the PCs' 2011 and 2010 net revenues were derived
from no-fault and personal injury protection  claims.  The Company considers the
aging of its accounts  receivable  in  determining  the amount of allowance  for
doubtful  accounts and contractual  allowances.  The Company generally takes all
legally  available steps to collect its  receivables.  Credit losses  associated
with the receivables are provided for in the consolidated  financial  statements
and have historically been within management's expectations.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)

Net  revenues  from  management  and other fees  charged to the related  medical
practices  accounted  for  approximately  16% and 12%, of the  consolidated  net
revenues for the years ended June 30, 2011 and 2010, respectively.

Effective June 30, 2009,  Tallahassee  Magnetic Resonance Imaging,  PA, Stand Up
MRI of Boca Raton,  PA and Stand Up MRI &  Diagnostic  Center,  PA (all  related
medical  practices)  entered into a guaranty  agreement,  pursuant to which they
cross  guaranteed  all management  fees which are payable to the Company,  which
have arisen under each individual management agreement.

Accounts Receivable
-------------------

Credit risk with respect to the Company's accounts receivable related to product
sales and  service  and repair  fees is  limited  due to the  customer  advances
received prior to the  commencement of work performed and the billing of amounts
to customers as sub-assemblies are completed. Service and repair fees are billed
on a monthly or  quarterly  basis and the Company  does not  continue  providing
these  services if accounts  receivable  become past due.  The Company  controls
credit risk with  respect to accounts  receivable  from  service and repair fees
through its credit evaluation process, credit limits,  monitoring procedures and
reasonably  short   collection   terms.  The  Company  performs  ongoing  credit
authorizations  before a product  sales  contract is entered into or service and
repair fees are provided.


NOTE 6 - COSTS AND  ESTIMATED  EARNINGS ON  UNCOMPLETED  CONTRACTS  AND CUSTOMER
ADVANCES

1) Information relating to uncompleted contracts as of June 30, 2011 and 2010 is
as follows:

                                                As of June 30,
                                         --------------------------
                                             2011           2010
                                         -----------    -----------
        Costs incurred on uncompleted
          Contracts                      $ 1,868,568    $ 6,115,699
        Estimated earnings                 1,077,387      3,659,324
                                         -----------    -----------
                                           2,945,955      9,775,023
        Less: Billings to date             2,780,557     12,241,037
                                         -----------    -----------
                                         $   165,398    $(2,466,014)
                                         ===========    ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 6 - COSTS AND  ESTIMATED  EARNINGS ON  UNCOMPLETED  CONTRACTS  AND CUSTOMER
ADVANCES (Continued)

Included in the  accompanying  consolidated  balance  sheets under the following
captions:

                                                  As of June 30,
                                          --------------------------
                                             2011           2010
                                          ------------  ------------
         Costs and estimated earnings
           in excess of billings on
           uncompleted contracts          $   169,443   $   277,384
         Less:  Billings in excess
           of costs and estimated
           earnings on uncompleted              4,045     2,743,398
           contracts
                                          ------------  ------------
                                          $   165,398   $(2,466,014)
                                          ============  ============


2)  Customer advances consist of the following:

                                              As of June 30, 2011
                                    ---------------------------------------
                                                   Related
                                       Total       Parties        Other
                                    -----------  ------------  -----------
     Total advances                 $ 7,626,351  $       -     $ 7,626,351
     Less: Advances on contracts
             Under construction       2,780,557          -       2,780,557
                                    -----------  ------------  -----------
                                    $ 4,845,794  $       -     $ 4,845,794
                                    ===========  ============  ===========


                                              As of June 30, 2010
                                    --------------------------------------
                                                   Related
                                       Total       Parties        Other
                                    -----------  ------------  -----------
     Total advances                 $17,054,364  $       -     $17,054,364
     Less: Advances on contracts
             Under construction      12,241,037          -      12,241,037
                                    -----------  ------------  -----------
                                    $ 4,813,327  $       -     $ 4,813,327
                                    ===========  ============  ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

NOTE 7 - INVENTORIES

Inventories included in the accompanying consolidated balance sheets consist of:

                                                        As of June 30,
                                                 --------------------------
                                                     2011          2010
                                                 ------------  ------------
    Purchased parts, components and supplies     $ 1,818,542   $ 1,774,958
    Work-in-process                                  581,698     1,051,253
                                                 ------------  ------------
                                                 $ 2,400,240   $ 2,826,211
                                                 ============  ============


NOTE 8 - PROPERTY AND EQUIPMENT

Property and equipment, at cost, less accumulated depreciation and amortization,
at June 30, 2011 and 2010, is comprised of:

                                                  As of June 30,
                                           --------------------------
                                               2011          2010
                                           ------------  ------------
           Diagnostic equipment under
             capital leases                $ 2,270,719   $   633,675
           Diagnostic equipment              2,518,035     1,641,808
           Research, development and
             demonstration equipment         9,605,961     9,605,961
           Machinery and equipment           4,982,085     4,982,085
           Furniture and fixtures            2,127,809     2,101,603
           Leasehold improvements            4,663,666     4,785,102
           Building                            939,614       939,614
                                           ------------  =-----------
                                            27,107,889    24,689,848
           Less: Accumulated depreciation
                   and amortization         23,338,465    22,581,292
                                           ------------  ------------
                                           $ 3,769,424   $ 2,108,556
                                           ============  ============

Depreciation and amortization of property and equipment for the years ended June
30, 2011 and 2010 was $1,464,055 and $808,163, respectively.

Depreciation and  amortization of diagnostic  equipment under capital leases for
the years ended June 30, 2011 and 2010 was $869,561 and $105,631,  respectively.
Accumulated  depreciation and amortization of diagnostic equipment under capital
leases for the years ended June 30, 2011 and 2010 was  $1,503,236  and $633,675,
respectively.



                       FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 9 - OTHER INTANGIBLE ASSETS

Other intangible assets, net of accumulated  amortization,  at June 30, 2011 and
2010 are comprised of:

                                                   As of June 30,
                                            -------------=------------
                                               2011           2010
                                            ------------  ------------
           Capitalized software
             development costs              $ 6,368,960   $ 6,301,702
           Patents and copyrights             4,030,579     3,975,327
           Management agreement                 513,333          -
                                            ------------  ------------
                                             10,912,872    10,277,029
           Less: Accumulated amortization     6,594,561     5,985,610
                                            ------------  ------------
                                            $4,318,311    $ 4,291,419
                                            ============  ============

Information  related to the above intangible assets for the years ended June 30,
2011 and 2010 is as follows:

                                                2011          2010
                                            ------------  ------------
           Balance - Beginning of Year      $ 4,291,419   $ 4,920,241
           Amounts capitalized and other        715,801       399,495
           Abandon patents written off          (79,958)     (391,415)
           Amortization                        (608,951)     (636,902)
                                            ------------  ------------
           Balance - End of Year            $ 4,318,311   $ 4,291,419
                                            ============  ============

Amortization  of patents  and  copyrights  for the years ended June 30, 2011 and
2010 amounted to $142,049 and $134,001,  respectively. The Company also recorded
a write off of abandon  patents in the amount of $79,958  and  $391,415  for the
years ended June 30, 2011 and June 30, 2010, respectively.

Amortization of capitalized  software development costs for the years ended June
30, 2011 and 2010 was $448,569 and $502,901, respectively.

Amortization of management  agreement for the years ended June 30, 2011 and 2010
amounted to $18,333 and $0, respectively.


                      FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 9 - OTHER INTANGIBLE ASSETS (Continued)

The estimated  amortization of patents and copyrights and  capitalized  software
development  costs for the five years ending June 30, 2016 and  thereafter is as
follows:

                                                 Capitalized
                                                  Software
      For the Years                Patents and   Development   Management
     Ending June 30,     Total      Copyrights      Costs       Agreement
     ---------------  ----------   ------------  ------------  ----------
          2012        $  581,840   $   147,686   $   397,487   $  36,667
          2013           523,971       163,820       323,484      36,667
          2014           476,697       179,954       260,076      36,667
          2015           447,997       196,088       215,242      36,667
          2016           459,054       203,576       218,811      36,667
       Thereafter      1,828,752     1,413,975       103,112     311,665
                      ----------   ------------  ------------  ----------
                      $4,318,311   $ 2,305,099   $ 1,518,212   $ 495,000
                      ==========   ============  ============  ==========

The weighted  average  amortization  period for other  intangible  assets is 9.2
years and has no expected residual value.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 10 - NOTES RECEIVABLE

Notes receivable as of June 30, 2011 and 2010 consist of the following:

                                              As of June 30,
                                       --------------------------
                                           2011          2010
                                       ------------  ------------
               Note Receivable - (a)   $    65,000        65,000
               Note Receivable - (b)       264,985          -
               Note Receivable - (c)          -          185,686
               Note Receivable - (d)       207,842       136,110

                                       ------------  ------------
               Total Notes Receivable      537,827       386,796
               Allowance                   (65,000)     (115,000)
                                       ------------  ------------
               Net Notes Receivable    $   472,827   $   271,796
                                       ============  ============
               Current Portion         $   114,058   $   271,796
                            Long-Term  $   358,769   $      -
               Portion

a) This note  receivable  represents a note due from a customer for the purchase
of a system.  The note was payable over two years.  The Company has an allowance
for doubtful accounts of $65,000 as of June 30, 2011 and 2010 on this note.

b) This note  receivable  represents a note due from a customer for the purchase
of an Upright MRI system.  The note is payable in 60  consecutive  equal monthly
payments of principal and interest of $5,798 commencing November 2010.

c) This note  receivable  represents a note due from a customer for the purchase
of an Upright MRI system.  The note was payable in 48 consecutive  equal monthly
payments of principal  and interest of $8,426.  This note was written off during
the year ended June 30, 2011.

d) This  represents  notes from a customer for past due service  provided to two
Upright MRI systems.  The notes are payable in monthly payments of principal and
interest of $5444.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 11 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES

The Company had advanced a former  subsidiary,  Tallahassee  Magnetic  Resonance
Imaging, P.A., $546,183.  This balance was evidenced by a promissory note and is
payable as follows:  $546,183 in 40 monthly  installments  commencing  September
2007,  including  interest at 6%. The balance due under this note as of June 30,
2011 was $0.  Interest income on this note for the years ended June 30, 2011 and
2010 amounted to $1,564 and $10,926, respectively.

NOTE 12 - CAPITAL STOCK

The Company  amended its certificate of  incorporation  decreasing the number of
authorized  shares of Common Stock from 30,000,000 to 8,500,000,  Class B Common
Stock from 800,000 to 227,000,  Class C Common Stock from  2,000,000 to 567,000,
Class A Non-voting Preferred Stock from 1,600,000 to 453,000 and Preferred Stock
from 2,000,000 to 567,000.

Common Stock
------------

Cash  dividends  payable on the common  stock shall,  in all cases,  be on a per
share basis,  one hundred twenty percent (120%) of the cash dividend  payable on
shares of Class B common stock and three  hundred  sixty  percent  (360%) of the
cash dividend payable on a share of Class C common stock.

Class B Common Stock
--------------------

Class B common  stock is  convertible  into shares of common stock on a one-for-
one basis.  Class B common stock has 10 votes per share.  There were 158 of such
shares outstanding at June 30, 2011 and 2010.

Class C Common Stock
--------------------

On April 3, 1995, the  stockholders  ratified a proposal  creating a new Class C
common stock and  authorized  the  exchange  offering of three shares of Class C
common stock for each share of the Company's  outstanding  Class B common stock.
The Class C common  stock has 25 votes per share,  as  compared  to 10 votes per
share for the Class B common stock and one vote per share for the common  stock.
The Class C common stock was offered on a three-for-one  basis to the holders of
the Class B common stock.  Although  having greater voting power,  each share of
Class C common  stock  has only  one-third  of the  rights of a share of Class B
common stock to dividends and distributions. Class C common stock is convertible
into shares of common stock on a three-for-one basis.

Class A Non-Voting Preferred Stock
----------------------------------
On  April  3,  1995,  the stockholders ratified a proposal  consisting  of  the
creation of a new class  of  Class  A  non-voting  preferred stock with special
dividend rights and the declaration of a stock dividend on the Company's common
stock consisting of one share of Class A non-voting  preferred  stock for every
five  shares  of  common  stock.  The stock dividend was payable to holders  of
common stock on October 20,  1995.   Class  A non-voting preferred stock issued
pursuant to such stock dividend approximates 313,000 shares.



                     FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2011


NOTE 12 - CAPITAL STOCK (Continued)

Class A Non-Voting Preferred Stock (Continued)
----------------------------------

The Class A non-voting  preferred stock is entitled to a special  dividend equal
to 3-1/4% of first $10 million, 4-1/2% of next $20 million and 5-1/2% on amounts
in excess  of $30  million  of the  amount  of any cash  awards  or  settlements
received  by the  Company  in  connection  with the  enforcement  of five of the
Company's  patents in its patent  lawsuits,  less the revised  special  dividend
payable on the common stock with respect to one of the Company's patents.

The Class A non-voting  preferred stock participates on an equal per share basis
with the common  stock in any  dividends  declared  and ranks  equally  with the
common stock on  distribution  rights,  liquidation  rights and other rights and
preferences (other than the voting rights).

Options
-------

The Company has stock option plans,  which provide for the awarding of incentive
and non-qualified stock options to employees,  directors and consultants who may
contribute  to the  success of the  Company.  The  options  granted  vest either
immediately  or ratably over a period of time from the date of grant,  typically
three or four  years,  at a price  determined  by the  Board of  Directors  or a
committee of the Board of  Directors,  generally the fair value of the Company's
common  stock at the date of grant.  The options  must be  exercised  within ten
years from the date of grant.

FONAR's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997, permits the
issuance of stock  options  covering an  aggregate  of 200,000  shares of common
stock of FONAR. The options may be issued at such prices and upon such terms and
conditions as are determined by FONAR.  The 1997 Plan terminated on May 8, 2007.
During the year ended June 30, 2011,  2,384  options were  forfeited  and 42,016
options  expired,  therefore of the options granted under this plan 8,272 remain
outstanding.

FONAR's 2002  Incentive  Stock  Option Plan (the "FONAR 2002 Plan"),  adopted on
July 1, 2002,  is intended to qualify as an  incentive  stock  option plan under
Section 422A of the Internal  Revenue Code of 1954,  as amended.  The FONAR 2002
Plan  permits the  issuance of stock  options  covering an  aggregate of 100,000
shares of common stock of FONAR. The options have an exercise price equal to the
fair market value of the underlying stock on the date the option is granted, are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary termination of employment. The FONAR 2002 Plan will terminate
on June 30, 2012.  As of June 30,  2011,  options to purchase  50,943  shares of
common stock of FONAR were  available  for future grant under this plan.  During
the year ended June 30, 2011,  1,297 options were  forfeited,  therefore  14,265
shares remain outstanding.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011

NOTE 12 - CAPITAL STOCK (Continued)

Options (Continued)
-------

FONAR's 2005  Incentive  Stock  Option Plan (the "FONAR 2005 Plan"),  adopted on
February  16,  2005,  is intended to qualify as an  incentive  stock option plan
under Section 422A of the Internal  Revenue Code of 1954, as amended.  The FONAR
2005 Plan permits the issuance of stock options  covering an aggregate of 80,000
shares of common stock of FONAR. The options have an exercise price equal to the
fair market value of the underlying stock on the date the option is granted, are
non-transferable,  are  exercisable  for a period not exceeding  ten years,  and
expire upon the voluntary  termination of  employment.  The FONAR 2005 Plan will
terminate  on February 14, 2015.  As of June 30, 2011,  80,000  shares of common
stock of FONAR were available for future grant under this Plan.

Stock option activity and weighted average exercise prices under these plans and
grants for the years ended June 30, 2011 and 2010 were as follows:

                                                 Weighted
                                                 Average      Aggregate
                                    Number of    Exercise     Intrinsic
                                    Options      Price        Value
                                    ---------    --------     ---------
       Outstanding, June 30, 2009     96,014      30.69           -
       Granted                           -        -               -
       Exercised                         -        -               -
       Forfeited / Expired           (27,780)     26.27           -
                                    ---------    --------
       Outstanding, June 30, 2010     68,234      29.63           -
       Granted                          -           -             -
       Exercised                        -           -             -
       Forfeited / Expired           (45,697)     29.31           -
                                    ---------    --------
       Outstanding, June 30, 2011     22,537      30.27           -
                                    =========    ========

       Exercisable at:
         June 30, 2010                68,234      $29.63
         June 30, 2011                22,537      $30.27


The range of exercise prices for options  outstanding as of June 30, 2011 was as
follows:

                                                   Weighted
                                                   Average
                                   Number of      Remaining
                   Range of         Options      Contractual
                Exercise Price    Outstanding   Life in Years
                ---------------   -----------   -------------
                $25.00 - $28.13      10,229          1.0
                $29.00 - $34.38      10,081          2.0
                $46.88                2,227          0.1
                                  -----------
                                     22,537
                                  ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 12 - CAPITAL STOCK (Continued)

Stock Bonus Plans
-----------------

On April 23,  2010,  the Board  approved  the 2010 Stock  Bonus  Plan.  The plan
entitles the Company to reserve  2,000,000 shares of common stock. On August 10,
2010,  the Company filed Form S-8 to register the 2,000,000  shares.  As of June
30, 2011,  1,349,279  shares of common stock of FONAR were  available for future
grant under this plan. 650,721 shares were issued during the year ended June 30,
2011.

NOTE 13 - CONTROLLING INTERESTS

On May 2,  2011,  the  Company  completed  a private  placement  of  equity  and
succeeded in raising  $6,000,000.  The offering  consisted of Preferred  Class A
membership  interests  in a newly formed  limited  liability  company,  Imperial
Management  Services,  LLC ("Imperial").  Class B membership  interests,  all of
which  were  retained  by the  Company's  subsidiary,  HMCA,  holds a 75% equity
interest in Imperial. The Class A membership interests are entitled to receive a
dividend of 18% per annum of their cash capital  contribution  of  $6,000,000 to
the limited liability company. HMCA contributed all of its assets, together with
its  liabilities,  to  Imperial as HMCA's  capital  contribution.  The  Imperial
operating  agreement  provides  for the  Class A  members  to  receive  priority
distributions until their original capital contributions are returned. Dividends
are payable quarterly beginning August 1, 2011.

On May 1, 2010, the Company  purchased a 15.2% interest from an unrelated  party
of an entity that provides management services to a diagnostic center in the New
York Metropolitan  area. On January 1, 2011, the Company purchased an additional
34.8% interest by the issuance of a promissory note of $400,000. Commencing with
January 1, 2011,  the  Company  has  consolidated  the  activity  of this entity
commencing on January 1, 2011. The fair values  assigned to the assets  acquired
and liabilities assumed were as follows:

                       Cash                         $ 289,185
                       Property and equipment-net     303,659
                       Management contracts-net       513,333
                       Security deposits               45,784
                       Accounts payable              ( 47,026)
                       Notes payable                 (130,650)
                       Non controlled interests      (491,328)
                       Less prior investment         ( 82,957)
                                                    ----------
                               Subtotal               400,000

                       Purchase price                (400,000)
                                                    ----------
                       Cash used in purchase                0
                                                    ==========

The Company also has a 50%  controlling  interest in an entity that will provide
management  services to a diagnostic center in the New York  Metropolitan  area.
The center is in the process of being installed.


                       FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2011


NOTE 14 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES

Long-term debt, notes payable and capital leases consist of the following:

                                                                 June 30,
                                                          ----------  ----------
                                                             2011        2010
                                                          ----------  ----------

Capital  lease  requiring  monthly  payments of $13,623,
including interest at a rate of 10.51% per annum through
July  2010.  The lease was  restructured  in July  2008,
requiring  twelve monthly payments of $6,923 followed by
31 monthly  payments  of $9,585  through  January  2012,
including  interest  at a rate of  11.82%.  The lease is
collateralized by the related equipment.                  $  73,390   $ 181,033

Notes  payable of $580,000  entered into in order to pay
back a customer deposit of $580,000 requiring  aggregate
monthly  payments  of $20,106,  including  interest at a
rate of 15% per annum through June 2013. Amount due to a
related party as of June 30, 2011 is $57,196.               399,024     580,000

Note payable requiring monthly payments of interest at a
rate  of 7%  until  May  2009  followed  by 240  monthly
payments of $4,472  through  October  2026.  The loan is
collateralized by the related building.                     500,411     519,203

Note  payable  requiring  monthly  payments  of $12,150,
including  interest  at a rate of 5% per  annum  through
August 2014 and a final  payment of $5,091 in  September
2014.                                                       544,555     659,992

Note  payable  requiring  monthly  payments  of  $8,325,
including  interest  at a rate of 10% per annum  through
April 2012.                                                  72,341     160,176

Note  payable from the Fair Haven  acquisition  requires
three  monthly  payments  of  $15,000,   twelve  monthly
payments of $20,000 and six monthly payments of $25,000,
including  interest at a rate of 8.58% per annum through
November  2011 then 6 payments of  $25,000.  The loan is
collateralized by the related equipment.                    257,246        -

Note  payable from the Fair Haven  acquisition  requires
monthly  payments  of $21,000,  including  interest at a
rate of 4.5% per annum through February 2011 and a final
payment  of  $533,783   in  March  2011.   The  loan  is
collateralized by the related equipment.                    510,771        -



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 14 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES (Continued)

                                                                 June 30,
                                                          ----------  ----------
                                                             2011        2010
                                                          ----------  ----------
Note  payable from the Fair Haven  acquisition  requires
monthly  payments  of $18,850,  including  interest at a
rate of 11.2% per annum through  January 2014.  The loan
is collateralized by the related equipment.               $ 533,502        -

Note  payable of $400,000  entered into for the purchase
of 34.2%  interest in a management  company  requiring 2
payments of $100,000 and $300,000  including interest at
a rate of 10% per annum through January 2013.               400,000        -

Other   (including   capital  leases  for  property  and
equipment).                                                 480,882     205,830
                                                          ----------  ----------
                                                          3,772,122   2,306,234
Less: Current portion                                     2,025,836     667,271
                                                          ----------  ----------
                                                          $1,746,286  $1,638,963
                                                          ==========  ==========


The  maturities of long-term debt over the next five years and thereafter are as
follows:
                           Years Ending
                             June 30,
                           ------------
                              2012        $2,025,836
                              2013           861,725
                              2014           377,859
                              2015            89,815
                              2016            24,791
                              Thereafter     392,096
                                          ----------
                                          $3,772,122
                                          ==========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 15 - INCOME TAXES

Effective  January 1, 2007, the Company  adopted the provisions of ASC topic 740
(formerly FASB  Interpretation  No. 48/FASB  Statement No. 109,  "Accounting for
Uncertainty in Income Taxes"). ASC topic 740 prescribes a recognition  threshold
and  a  measurement  attribute  for  the  financial  statement  recognition  and
measurement  of tax  positions  taken or expected to be taken in a corporate tax
return.  For those  benefits  to be  recognized,  a tax  position  must be more-
likely-than-not  to  be  sustained  upon  examination  by  taxing   authorities.
Differences  between tax positions taken or expected to be taken in a tax return
and the benefit  recognized  and  measured  pursuant to the  interpretation  are
referred to as "unrecognized  benefits". A liability is recognized (or amount of
net operating loss  carryforward  or amount of tax refundable is reduced) for an
unrecognized tax benefit because it represents an enterprise's  potential future
obligation to the taxing authority for a tax position that was not recognized as
a result of applying the provisions of ASC topic 740.

In accordance  with ASC topic 740,  interest costs related to  unrecognized  tax
benefits are required to be calculated (if  applicable)  and would be classified
as "Interest  expense,  net".  Penalties if incurred  would be  recognized  as a
component of "Selling, general and administrative" expenses.

The Company files  corporate  income tax returns in the United States  (federal)
and in various state and local jurisdictions.  In most instances, the Company is
no longer  subject to federal,  state and local income tax  examinations  by tax
authorities for years prior to 2006.

Upon the adoption and as of June 30, 2011,  no liability  for  unrecognized  tax
benefits  was  required  to  be  recorded.  The  Company  does  not  expect  its
unrecognized tax benefit position to change during the next 12 months.

The  Company  recognized  a deferred  tax asset of $784,348  and a deferred  tax
liability of $784,348 as of June 30, 2011,  primarily  relating to net operating
loss  carryforwards  of  approximately  $163,660,000  available to offset future
taxable income  through 2031.  The net operating  losses begin to expire in 2012
for federal tax purposes and in 2012 for state income tax purposes.

The ultimate  realization  of deferred tax assets is dependent on the generation
of future taxable income during the periods in which those temporary differences
become deductible. The Company considers projected future taxable income and tax
planning strategies in making this assessment.  At present, the Company does not
have a sufficient history of income to conclude that it is  more-likely-than-not
that the  Company  will be able to realize  all of its tax  benefits in the near
future and therefore a valuation allowance was established for the full value of
the deferred tax asset.

A valuation  allowance will be maintained  until  sufficient  positive  evidence
exists to support the  reversal of any portion or all of the  valuation.  Should
the Company become  profitable in future periods with  supportable  trends,  the
valuation allowance will be reversed accordingly.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 15 - INCOME TAXES (Continued)

Components of the current provision for income taxes are as follows:

                                    Years Ended June 30,
                                 --------------------------
                                     2011          2010
                                 ------------  ------------
                      Current:
                        Federal  $    75,000   $      -
                        State            475          -
                                 ------------  ------------
                                 $  75,475 $          -
                                 ============  ============


A  reconciliation  of the  federal  statutory  income tax rate to the  Company's
effective tax rate as reported is as follows:

                                              Years Ended June 30,
                                           --------------------------
                                               2011          2010
                                           ------------  ------------
          Taxes at federal statutory rate      34.0)%       (34.0)%
          State and local income
            Taxes (benefit), net of
            Federal benefit                    (6.0)         (6.0)
          Permanent differences (decrease)      1.9           1.0
            Increase in the valuation
            Allowance and true ups             30.3          39.0
                                           ------------  ------------
          Effective income tax rate            (7.8)%         0.0%
                                           ============  ============


As of June 30, 2011, the Company has net operating loss ("NOL") carryforwards of
approximately  $163,660,000  that will be  available  to offset  future  taxable
income.  The  utilization  of certain of the NOLs is limited by separate  return
limitation year rules pursuant to Section 1502 of the Internal Revenue Code.

The Company has, for federal income tax purposes,  research and  development tax
credit carryforwards  aggregating $4,323,000,  which are accounted for under the
flow-through method.

In addition,  for New York State income tax purposes, the Company has tax credit
carryforwards,  aggregating  approximately  $1,135,000,  which are accounted for
under the flow-through  method. The tax credit  carryforwards  expire during the
years ending June 30, 2012 to June 30, 2031.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 15 - INCOME TAXES (Continued)

Significant  components of the Company's  deferred tax assets and liabilities at
June 30, 2011 and 2010 are as follows:

                                                               June 30,
                                                      --------------------------
                                                          2011          2010
                                                      ------------  ------------
                  Deferred tax assets:
                    Allowance for doubtful accounts   $ 4,256,391  $  4,453,601
                    Non-deductible accruals               273,497       227,547
                    Net operating carryforwards        65,464,211    66,544,239
                    Tax credits                         5,559,462     5,177,209
                    Inventory capitalization for
                      tax purposes                        (42,793)         -
                    Property and equipment and
                      depreciation                      1,742,367     1,456,302
                    Other                                    -             -
                                                      ------------  ------------
                                                       77,253,135    77,858,898
                  Valuation allowance                 (76,468,787)  (77,101,373)
                                                      ------------  ------------
                  Net deferred tax assets                 784,348       757,525
                                                      ------------  ------------

                  Deferred tax liabilities:
                    Capitalized software
                      Development costs                  (784,348)     (757,525)
                                                      ------------  ------------
                  Gross deferred tax liabilities         (784,348)     (757,525)
                                                      ------------  ------------
                  Net deferred tax liabilities        $      -      $      -
                                                      ============  ============

The net change in the valuation  allowance for deferred tax assets  decreased by
approximately  $632,000  during the year ended June 30,  2011 and  increased  by
approximately $1,309,000 during the year ended June 30, 2010.



                      FONAR CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2011


NOTE 16 - OTHER CURRENT LIABILITIES

Included in other current liabilities are the following:

                                                               June 30,
                                                      ------------  ------------
                                                          2011          2010
                                                      ------------  ------------
                 Accrued salaries, commissions and
                   payroll taxes                      $   839,531   $   637,856
                 Accrued interest                         156,571       122,108
                 Litigation accruals                      193,349       193,349
                 Sales tax payable                      2,731,751     2,597,352
                 Legal and other professional fees        693,590       736,622
                 Accounting fees                          435,000       474,590
                 Insurance premiums                        21,633        45,989
                 Interest and penalty - Sales tax       1,922,804     1,687,040
                 Penalty - 401k plan                      250,000       250,000
                 Purchase scanners                        105,000       390,000
                 Rent                                     461,413       356,247
                 Other                                    425,463       573,916
                                                      ------------  ------------
                                                      $ 8,236,105   $ 8,065,069
                                                      ============  ============


NOTE 17 - ACQUISITION OF FAIR HAVEN SERVICES

On  October  1,  2010,  the  Company  purchased  100% of the stock of Fair Haven
Services,  an entity  wholly owned by Raymond V. Damadian for $10. The entity is
in the  business of leasing  medical  equipment  to various  unrelated  PCs. The
transaction was accounted for as a merger of  commonly-controlled  entities. The
carrying  value  of  the  assets  and  liabilities  at  the   acquisition   date
approximated  the fair value.  The  carrying  value of the assets  acquired  and
liabilities assumed consisted of the following:


                 Accounts Receivable             $  182,000
                 Equipment                        2,288,703
                 Short term portion of debt      (1,733,955)
                 Other accrued expenses             (13,955)
                 Long term debt less
                    current portion                (693,829)
                                                 -----------
                 Net Capital Contributed         $   28,964
                                                 ===========



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 18 - COMMITMENTS AND CONTINGENCIES

Leases
------

The Company rents its operating  facilities and certain  equipment,  pursuant to
operating  lease  agreements  expiring at various dates through March 2016.  The
leases for certain  facilities  contain escalation clauses relating to increases
in real property taxes as well as certain maintenance costs.

Future minimum  operating lease  commitments  consisted of the following at June
30, 2011:

                                               Facilities
                                                  And
                                                Equipment
                      Year Ending              (Operating
                       June 30,                   Lease)
                      -----------              -----------
                         2012                  $ 2,309,886
                         2013                    2,345,707
                         2014                    1,747,615
                         2015                    1,544,006
                         2016                    1,005,028

                                               -----------
              Total minimum obligations        $ 8,952,242
                                               ===========

Rent expense for operating leases approximated $2,436,000 and $2,162,000 for the
years ended June 30, 2011 and 2010, respectively.

License Agreements
------------------

In July 2000,  the Company  entered into a  non-exclusive  sales  representative
agreement with an unrelated third party. The agreement  requires the third party
to sell at least two Fonar MRI  scanners or if it does not,  pay an amount equal
to the Company's gross margin on the unsold MRI scanners.  The Company  received
the last gross margin payment of $585,493 in July 2009,  which has been included
in revenue for the year ended June 30, 2010.  As of April 2009,  this  agreement
has expired.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 18 - COMMITMENTS AND CONTINGENCIES (Continued)

Employee Benefit Plans
----------------------

The Company has a  non-contributory  401(k) Plan (the "401(k) Plan"). The 401(k)
Plan  covers all  non-union  employees  who are at least 21 years of age with no
minimum service requirements.  There were no employer  contributions to the Plan
for the years ended June 30, 2011 and 2010. (see Other Matters below)

The  stockholders of the Company  approved the 2000 Employee Stock Purchase Plan
("ESPP") at the Company's annual  stockholders'  meeting in April 2000. The ESPP
provides  for  eligible  employees  to acquire  common stock of the Company at a
discount,  not to exceed 15%.  This plan has not been put into effect as of June
30, 2011.

Litigation
----------

The Company is subject to legal proceedings and claims arising from the ordinary
course  of its  business,  including  personal  injury,  customer  contract  and
employment  claims. In the opinion of management,  the aggregate  liability,  if
any, with respect to such actions,  will not have a material  adverse  effect on
the consolidated financial position or results of operations of the Company.

On or about June 30,  2010,  one of the  Company's  customers,  Golden  Triangle
Company,  commenced an action  against Fonar and certain  individual  defendants
employed or formerly  employed by Fonar, in the United States District Court for
the Eastern  District of New York based on the alleged wrongful failure of Fonar
to deliver a scanner  in  Kuwait.  The claim  alleges  various  causes of action
including breach of contract,  fraud, conspiracy to defraud and conversion.  The
plaintiff  seeks relief in the amount of $5,000,000.  The Company  believes that
the  plaintiff's  claims  are  without  merit and made a motion to  dismiss  the
complaint as to the individual  defendants and most of the causes of action. The
motion  has  been   granted  and  the  Company  will  serve  its  answer  and  a
counterclaim.

In addition,  the Company is a party to additional less  significant  actions in
which the  customers  are seeking to obtain a return of their  deposits  for MRI
scanners due to various contingencies that failed to materialize. Upright MRI of
Chicago, LLC v. Fonar, Circuit Court of Cook County,  Illinois ($310,000),  Matt
Malek Madison v. Fonar,  U.S.  District Court,  Northern  District of California
($300,000), and Jack Shapiro v. Fonar Corporation, Supreme Court, Nassau County,
New York ($500,000  although the actual deposit was $323,000).  In the Anchorage
Neurological  Associates,  Inc.  v. Fonar  case,  a  stipulation  of  settlement
agreement was entered into on December 23, 2010 to pay  Anchorage  their deposit
of $155,000 in monthly  payments  until March 2014.  The Company's down payments
are generally non-refundable,  but in some instances, where specified conditions
are met,  Fonar will refund a down payment.  In the Upright MRI of Chicago case,
the down payment was  specifically  stated to be non-  refundable  and the case,
although  still  pending,  is close to being  settled.  In the Madison case, the
Court  recently  granted  summary  judgment  to  Madison  for  the  deposit  and
prejudgment interest.



                      FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2011


NOTE 18 - COMMITMENTS AND CONTINGENIES (Continued)

Stipulation Agreements
----------------------

The  Company  has  entered  into  stipulation  agreements  with a number  of its
creditors that in the aggregate totals $336,700 as of June 30, 2011. The monthly
payments total $38,052.

The amounts to be paid over the next four years are as follows:

                          Year Ending
                            June 30,
                          -----------
                             2012         $ 234,700
                             2013            48,000
                             2014            48,000
                             2015             6,000
                                           --------
                                            336,700
                                           ========


Other Matters
-------------

The Company is also  delinquent in filing sales tax returns for certain  states,
for which the Company has  transacted  business.  The Company has  recorded  tax
obligations  of  $2,376,000   plus  interest  and  penalties  of   approximately
$1,923,000.  The  Company  is  in  the  process  of  determining  is  regulatory
requirements in order to become compliant.

The Company had determined  they may not be in compliance with the Department of
Labor and Internal  Revenue Service  regulations  concerning the requirements to
file Form 5500 to report activity of its 401K Employee Benefit Plan. The filings
do not require the  Company to pay tax,  however  they may be subject to penalty
for  non-compliance.  The  Company has  recorded  provisions  for any  potential
penalties  totaling  $250,000.  The amount was the  Company's  best  estimate of
potential  penalties.  Management  is unable to  determine  the  outcome of this
uncertainty.  The Company has engaged  outside counsel to handle such matters to
determine the necessary  requirements to ensure compliance.  On August 31, 2011,
the Company has  submitted  with the  Internal  Revenue  Service a request for a
compliance statement and a determination letter for our 401K plan.



                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 19 - OTHER (EXPENSE) INCOME

Other (expense) income consists of:

                                            For the Years Ended June 30,
                                            ----------------------------
                                               2011              2010
                                            ----------       -----------
         (Loss) income from investment      $ (61,466)       $   14,982
         Litigation settlement                   -               33,147
         Loss on abandonment of property      (64,565)             -
         Other income (expense)                 9,414            (2,455)
                                            ----------       -----------
                                            $(116,617)       $   45,674
                                            ==========       ===========


NOTE 20 - SUPPLEMENTAL CASH FLOW INFORMATION

During the years ended June 30, 2011 and 2010,  the Company  paid  $309,003  and
$195,269 for interest, respectively.

Non-cash investing and financing activities related to business combinations:

                                October 1, 2010  January 1, 2011
                                  Acquisition      Acquisition         Total
                                ---------------  ---------------  --------------
Accounts receivable               $   182,000             -         $  182,000
Property & equipment                2,288,703          303,659       2,592,362
Management agreement                     -             513,333         513,333
Other assets                             -              45,784          45,784
Other current liabilities             (13,955)            -            (13,955)
Accounts payable                         -             (47,026)        (47,026)
Notes payable                      (2,427,784)        (530,650)     (2,958,434)
Paid in capital                       (28,964)            -            (28,964)
Non-controlling interests                -            (491,328)       (491,328)
Reclassification of investment
  from other assets                      -             (82,957)        (82,957)


NOTE 21 - DUE TO RELATED MEDICAL PRACTICES

In  June  2009,  an  entity  owned  by the  Company's  Chairman  of  the  Board,
Tallahassee  Scanning  Services PA, sold its Upright MRI scanning  system to the
Company for $550,000 in exchange  for 35 monthly  payments of $18,769 to be made
over a three year period,  commencing  October 18, 2009 including  interest at a
rate of 10.41% per annum.  The Company  used this  scanning  system to fulfill a
sales order with an unrelated  customer.  The balance of as of June 30, 2011 and
2010 was $134,880 and $435,179, respectively.


                       FONAR CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2011


NOTE 22 - SEGMENT AND RELATED INFORMATION

The Company provides segment data in accordance with the provisions of ASC topic
280, "Disclosures about Segments of an Enterprise and Related Information".

The Company operates in two industry  segments - manufacturing and the servicing
of medical equipment and management of diagnostic imaging services.

The accounting  policies of the segments are the same as those  described in the
summary of significant  accounting policies.  All intersegment sales are market-
based.  The  Company  evaluates   performance  based  on  income  or  loss  from
operations.

Summarized financial information concerning the Company's reportable segments is
shown in the following table:

                                  Manufacturing    Management
                                  and              of
                                  Servicing        Diagnostic
                                  of Medical       Imaging
                                  Equipment        Centers         Totals
                                  -------------    -------------   -------------
Fiscal 2011:
-----------

Net revenues from external
  Customers                       $ 17,811,636     $ 15,324,759    $ 33,136,395
Intersegment net revenues         $    924,166     $    -          $    924,166
Income from operations            $  1,433,331     $  2,358,138    $  3,791,469
Depreciation and amortization     $    806,117     $  1,266,889    $  2,073,006
Compensatory element of stock
  Issuances                       $    139,308     $     65,178    $    204,486
Total identifiable assets         $ 13,439,701     $ 18,140,973    $ 31,580,674
Capital expenditures              $    202,468     $    532,562    $    735,030

Fiscal 2010:
-----------

Net revenues from external
  customers                       $ 20,726,727     $ 11,088,828    $ 31,815,555
Intersegment net revenues         $    930,000     $     -         $    930,000
Income (loss) from operations     $ (1,121,696)    $ (1,459,034)   $( 2,580,730)
Depreciation and amortization     $    915,344     $    529,721    $  1,445,065
Compensatory element of stock
  issuances                       $     99,270     $     -         $     99,270
Total identifiable assets         $ 14,695,150     $  6,933,695    $ 21,628,845
Capital expenditures              $    401,310     $     22,524    $    423,834



                       FONAR CORPORATION AND SUBS IDIARIES
                   NOTES TO CONSOLIDATED FINANCIA L STATEMENTS
                                  JUNE 30, 2011

NOTE 22 - SEGMENT AND RELATED INFORMATION (Continued)

Export Product Sales
--------------------

The Company's  areas of operations are  principally  in the United  States.  The
Company had export  sales of medical  equipment  amounting to 28.0% and 32.4% of
product  sales  revenues to third  parties for the years ended June 30, 2011 and
2010, respectively.

The  foreign  product  sales,  as a  percentage  of product  sales to  unrelated
parties, were made to customers in the following countries:

                                For the Years Ended June 30,
                                ----------------------------
                                 2011                 2010
                                ------               ------
                     Kuwait        - %                (0.5)%
                     Holland       -                   8.3
                     Germany     19.5                 (0.4)
                     Greece       5.8                  8.3
                     Canada        -                  (0.1)
                     Australia     .7                   -
                     Puerto Rico   .9                   .4
                     Libya        1.1                 16.4
                                 ------              ------
                                 28.0%                32.4%
                                 ======              ======


Foreign Service and Repair Fees
-------------------------------

The Company's  areas of service and repair are principally in the United States.
The  Company had  foreign  revenues  of service and repair of medical  equipment
amounting to 7.8% and 7.8% of  consolidated  net service and repair fees for the
years ended June 30, 2011 and 2010, respectively. The foreign service and repair
fees,  as  a  percentage  of  total  service  and  repair  fees,  were  provided
principally to the following countries:

                                 For the Years Ended June 30,
                                 -----------------------------
                                   2011      2010
                                  ------    ------
                      Spain          1.1%      1.0   1.6%
                      Puerto Rico    0.5       0.3   1.1
                      Switzerland    1.7            (0.1)
                      Germany        1.3             0.4
                      England        0.9             2.0
                      Holland        0.3             1.3
                      Scotland       0.4             1.0
                      Canada         0.3             0.5
                      Australia    ------             -
                      Libya          7.8%             -
                                  ======          ------
                                                     7.8%
                                                  ======

The Company does not have any material assets outside of the United States.



                   FONAR CORPORATION AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                JUNE 30, 2011


NOTE 23 - ALLOWANCE FOR DOUBTFUL ACCOUNTS

The following  represents a summary of allowance  for doubtful  accounts for the
years ended June 30, 2011 and 2010, respectively:



                                   Balance                                Balance
Description                       June 30, 2010  Additions    Deductions  June 30, 2011
-------------                     -------------  -----------  ----------  -------------
                                                              
Receivables from equipment
  Sales and service contracts       $2,289,049   (1)$127,323   $641,414    $ 1,774,958
Management fee receivable            5,808,345   (1) 700,000       -         6,508,345
Management fee receivable from
  Related medical practices          1,129,818   (1)    -       726,771        403,047
Medical receivables                  1,622,000   (1)    -          -         1,622,000
Advance and notes to related
  Parties                              264,791          -          -           264,791
Notes receivable                       115,000   (1) 135,686    185,686         65,000




                                    Balance                               Balance
Description                       June 30, 2009  Additions    Deductions  June 30, 2010
-----------                       -------------  -----------  ----------  -------------
                                                              

Receivables from equipment sales
  and service contracts            $ 2,393,326   (1)$300,000   $404,277    $ 2,289,049
Management fee receivable            5,093,345   (1) 715,000       -         5,808,345
Management fee receivable from
  Related medical practices          1,094,818   (1)  35,000       -         1,129,818
Medical receivables                  1,343,500   (1) 278,500       -         1,622,000
Advance and notes to related
  Parties                              264,791         -           -           264,791
Note receivable                         65,000   (1)  50,000       -           115,000


(1)  Included in provision for bad debts.


NOTE 24 - SUBSEQUENT EVENTS

The Company  evaluates  events that have occurred  after the balance sheet date,
but before the consolidated financial statements are issued.

During the period from July 1, 2011 through  September 16, 2011, the Company has
issued 52,600 shares of common stock for costs and expenses of $106,976.



ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

There  have  been  no  disagreements  with  our  independent  registered  public
accounting firm or other matters requiring disclosure under Regulation S-K, Item
304(b).

ITEM 9A(T).  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure  controls  and  procedures  (as  defined  in Rule  13(a) - 15(e)) are
controls  and other  procedures  that are  designed to ensure  that  information
required to be  disclosed  by a public  company in the reports  that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time  periods  specified  in the SEC's  rules and  forms.  Disclosure
controls and procedures  include,  without  limitation,  controls and procedures
designed to ensure that information required to be disclosed by a public company
in the reports that it files or submits  under the  Exchange Act is  accumulated
and communicated to the company's management,  including its principal executive
and principal  financial officers,  or persons performing similar functions,  as
appropriate to allow timely decisions regarding required disclosure.  Disclosure
controls and procedures  include many aspects of internal control over financial
reporting.

Based on their  evaluation,  our Chief  Executive  Officer  and Chief  Financial
Officer  have  concluded  that  our  disclosure  controls  and  procedures  were
effective at June 30, 2011.

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act. Internal control over financial  reporting refers to a process designed by,
or under the  supervision  of, our Chief  Executive  Officer and Chief Financial
Officer and effected by our Board,  management and other  personnel,  to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted   accounting   principles,   including  those  policies  and
procedures that:

     pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets;

     provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

     provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisition,  use or disposition of our assets that could have
     a material effect on our consolidated financial statements.

It should be noted, however, that because of its inherent limitations,  internal
control  over  financial  reporting  cannot  provide  absolute  assurance of the
prevention  or  detection of  misstatements.  In  addition,  projections  of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.


Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal
control over our  financial  reporting (as defined in Rule  13a-15(f)  under the
Securities  Exchange  Act of 1934,  as  amended).  Our  management  assessed the
effectiveness of our internal  controls over financial  reporting as of June 30,
2011. In making its  assessment of the  effectiveness  of our internal  controls
over  financial  reporting,  our  management  used the criteria set forth by the
Committee of Sponsoring  Organizations  of the Treadway  Commission  ("COSO") in
Internal  Control-Integrated  Framework. Based on these criteria, our management
has concluded  that, as of June 30, 2011,  our internal  control over  financial
reporting  is  effective.  This annual  report  does not include an  attestation
report of our independent  registered public accounting firm regarding  internal
control over financial reporting.

There was no changes in our  internal  controls or in other  factors  that could
significantly  affect these  controls,  during our fourth quarter ended June 30,
2011,  that have  materially  affected,  or are reasonably  likely to materially
affect, our internal control over financial reporting.



PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors serve from the date of their election until the next annual meeting of
stockholders  and until  their  successors  are elected  and  qualify.  With the
exception of Dr. Raymond V. Damadian,  who does not receive any fees for serving
as a director,  each director  receives $20,000 per annum for his or her service
as a director. Officers serve at the discretion of the Board of Directors.

During  fiscal 2011 and the beginning of fiscal 2012, a majority of our board of
directors was composed of independent  directors:  Robert J. Janoff,  Charles N.
O'Data and Robert  Djerejian.  On August 21, 2011, Mr.  Djerejian  died, and the
Company is seeking a replacement  independent  director.  The outside  directors
also serve as the members of the audit committee,  which is a standing committee
of board of directors  having a charter  describing  its  responsibilities.  Mr.
O'Data has been designated as the audit committee financial expert. His relevant
experience is described in his biographical information.  We have adopted a code
of ethics applicable to, among other personnel, our principal executive officer,
principal   financial  officer,   controllers  and  persons  performing  similar
functions.  The code is designed to deter  wrongdoing and to promote:  1. honest
and  ethical  conduct,  including  the  ethical  handling  of actual or apparent
conflicts of interest between personal and professional relationships;  2. full,
fair,  accurate,  timely and understandable  disclosure in reports and documents
that we file or submit to the  Securities  and Exchange  Commission and in other
public communications we make; 3. compliance with applicable  governmental laws,
rules and  regulations;  4. the prompt  internal  reporting of violations of the
code  to an  appropriate  person  or  persons  identified  in  the  code  and 5.
accountability  for adherence to the code. We will provide a copy of the code to
any person who  requests a copy. A person may request a copy by writing to Fonar
Corporation, 110 Marcus Drive, Melville, New York 11747, to the attention of the
Legal Department or Investor Relations.

The officers and directors of the Company are set forth below:

Raymond V. Damadian, M.D.     75          President, Treasurer,

                                          Chairman of the Board
                                          and a Director

Claudette J.V. Chan           73          Director and Secretary

Robert J. Janoff              84          Director

Charles N. O'Data             75          Director

Robert Djerejian              80          Director
                                          Through 8/21/11

Raymond V.  Damadian,  M.D. has been the Chairman of the Board and  President of
Fonar since its  inception  in 1978 and  Treasurer  since  February,  2001.  Dr.
Damadian was employed by the State  University  of New York,  Downstate  Medical
Center,  New  York,  as an  Associate  Professor  of  Biophysics  and  Associate
Professor of Internal  Medicine from 1967 until  September  1979.  Dr.  Damadian
received an M.D.  degree in 1960 from Albert Einstein  College of Medicine,  New
York, and a B.S. degree in mathematics from the University of Wisconsin in 1956.
In addition,  Dr. Damadian conducted  post-graduate work at Harvard  University,
where  he  studied  extensively  in  the  fields  of  physics,  mathematics  and
electronics.  Dr.  Damadian is the author of numerous  articles and books on the
nuclear  magnetic  resonance  effect in human tissue,  which is the  theoretical
basis  for the Fonar MRI  scanners.  Dr.  Damadian  is a 1988  recipient  of the
National  Medal  of  Technology  and in 1989  was  inducted  into  the  National
Inventors Hall of Fame, for his  contributions  in conceiving and developing the
application of magnetic resonance technology to medical  applications  including
whole body  scanning and  diagnostic  imaging.  Dr.  Damadian is the  President,
Treasurer and director of HMCA and a Manager of IMPERIAL.

Claudette  J.V.  Chan  has  been a  Director  of Fonar  since  October  1987 and
Secretary of Fonar since January 2008.  Mrs. Chan was employed from 1992 through
1997 by Raymond V. Damadian,  M.D. MR Scanning  Centers  Management  Company and
since 1997 by  HMCA-IMPERIAL,  as "site  inspector,"  in which  capacity  she is
responsible for supervising and  implementing  standard  procedures and policies
for MRI  scanning  centers.  From 1989 to 1994  Mrs.  Chan was  employed  by St.
Matthew's  and St.  Timothy's  Neighborhood  Center,  Inc.,  as the  director of
volunteers  in the  "Meals on Wheels"  program,  a program  which  cares for the
elderly. In approximately 1983, Mrs. Chan formed the Claudette Penot Collection,
a retail mail-order business specializing in women's apparel and gifts, of which
she was the President until she stopped  operating the business in approximately
1989.  Mrs. Chan  practiced and taught in the field of nursing until 1973,  when
her son was born.  She  received a bachelor  of science  degree in nursing  from
Cornell University in 1960. Mrs. Chan is the sister of Raymond V. Damadian.

Robert J. Janoff has been a Director of Fonar since  February  1989.  Mr. Janoff
has been a self-employed  New York State licensed private  investigator for more
than  thirty-five  years and was a Senior Adjustor in Empire Insurance Group for
more than 15 years until retiring from that position on July 1, 1997. Mr. Janoff
also served, from June 1985 to June 1991, as President of Action Data Management
Strategies,  Ltd.,  a  supplier  of  computer  programs  for  use  by  insurance
companies.  Mr. Janoff was a member of the Board of Directors of Harmony Heights
of Oyster  Bay,  New York for over 25 years,  which is a  nonprofit  residential
school for girls with learning disabilities.

Charles N. O'Data has been a Director of Fonar since February 1998. From 1968 to
1997, Mr. O'Data was the Vice President for Development  for Geneva  College,  a
liberal arts college located in western Pennsylvania. In that capacity, he acted
as  the  College's  chief  investment  officer.  His  responsibilities  included
management of the College's  endowment fund and fund raising.  In July 1997, Mr.
O'Data  retired  from  Geneva  College  after 36 years of  service  to  assume a
position of  National  Sales  Executive  for SC Johnson  Company's  Professional
Markets  Group,  a unit of SC Johnson Wax, and  specialized  in  healthcare  and
education  sales,  a position he held until the spring of 1999.  In his capacity
with SC Johnson he was responsible for sales to the nation's three largest Group
Purchasing  Organizations  which  included  some  4,000  hospitals.  Mr.  O'Data
presently acts as an independent  financial consultant to various entities.  Mr.
O'Data served on the board of The Medical Center,  Beaver,  Pennsylvania,  now a
part of Heritage  Valley Health System,  a 500 bed acute care  facility,  for 26
years,  three as its Chair.  Mr. O'Data also served on the board of the Hospital
Council  of  Western  Pennsylvania,   a  shared-services  and  group  purchasing
organization  covering seven states. He founded The Beaver County Foundation,  a
Community  Foundation,  in 1992, and serves as its President.  He also serves as
Director of  Philanthropic  Advisors for McKinley  Carter Wealth  Management,  a
regional wealth  management firm in  Pennsylvania,  Ohio and West Virginia.  Mr.
O'Data is  listed  as a finance  associate  in the  Middle  States  Association,
Commission on Higher  Education.  The commission is the formal  accrediting body
for higher  education in the eastern region of the country.  In this capacity he
evaluates the financial  aspects of educational  organizations.  Mr. O'Data is a
graduate of Geneva  College,  where he received a B.S.  degree in  Economics  in
1958.

Robert  Djerejian  served as a Director for Fonar from June 2002 until his death
on August 21,  2011.  Since 1996 he served as a senior  consultant  for  Haines,
Lundberg  &  Waehler   International  (HLW  International),   an  architectural,
engineering,   planning   interior  design  firm,   which  among  other  hi-tech
specialties  designs hospitals and  laboratories.  Prior to that time he was the
Senior Managing Partner of HLW  International  for a period of 22 years where he
received  numerous  design awards  including  the National  Honor Award from the
Endowment  for the Arts and The Design  Excellence  Award from the NY Society of
the  American  Institute of  Architects.  During his  management  of the firm he
brought the firm to  international  prominence with offices in London,  Shanghai
and Saudi Arabia.  He also consulted for private  clientele in design management
in planning,  design and  construction  services.  Mr. Djerejian was an Emeritus
member of the Board of Trustees of Pratt Institute since 1992,  where he chaired
the Nominations  Committee and was the Vice Chairman of the Executive Committee.
He served as a Board Member  coordinating  the joint venture of Corcoran College
of Art & Design in  Washington  DC with Pratt  Institute  as one of the founding
directors forming the Delaware College of Art and Design. He was a member of the
American institute of Architects and the NY Society of Architects. Mr. Djerejian
was a graduate of Pratt Institute School of Architecture,  where he received his
B.A. in Architecture in 1955.



ITEM 11.  EXECUTIVE COMPENSATION.

With the  exception of the Chief  Executive  Officer,  the  compensation  of the
Company's  executive  officers is based on a  combination  of salary and bonuses
based on performance.  The Chief Executive Officer's  compensation consists of a
salary.

The Chief  Executive  Officer's  salary  varies only  slightly and is by his own
decision  relatively low. It is not expected to increase  materially in the near
future.  At such time as we become  consistently and sufficiently  profitable or
there is a reconsideration of our compensation  policy, the compensation payable
to the Chief Executive Officer may be reconsidered.  As presently existing,  the
Chief Executive Officer's  compensation  package includes no understandings with
respect to bonuses,  options or other incentives;  as such, it is not subject to
our general policy later discussed.

The Board of Directors  does not have a compensation  Committee.  Dr. Raymond V.
Damadian, President, Chief Executive Officer and Chairman of the Board, controls
over 50% of the voting  power of our  capital  stock.  Dr.  Damadian is the only
executive  officer  who is a member  of the  Board of  Directors.  Dr.  Damadian
participates in the determination of executive compensation for our officers.

The Board of Directors has  established an audit  committee.  The members of the
committee  are Robert J.  Janoff,  Charles N. O'Data and until  August 21, 2011,
Robert Djerejian.

Our compensation policy includes a combination of salary, commissions,  bonuses,
stock bonuses and stock options, designed to incentivize our employees. There is
no universal  plan  applicable to all of our  employees.  The fixed and variable
components of our employees' compensation tend to be individualized,  based on a
combination of the employees'  performance,  responsibilities and position,  our
assessment of how best to motivate a person in such a position and the needs and
preferences of the particular  employees,  as negotiated  between  employees and
their supervisors or management.

There is set forth in the following Summary  Compensation Table the compensation
provided by us during fiscal 2011 to our Principal  Executive Officer,  who also
serves as our  acting  Principal  Financial  Officer.  There is set forth in the
following  Outstanding  Equity Awards Table and Director  Compensation Table the
required information.


I. SUMMARY COMPENSATION TABLE

--------------------------------------------------------------------------------
Name and All                                        All Other       Total
Other Principal            Salary         Bonus     Compensation    Compensation
Position         Year      ($)            ($)       ($)             ($)
(a)              (b)       (c)            (d)       (i)             (j)
--------------------------------------------------------------------------------
Raymond V.       2011      $35,934.29      -         -               $35,934.29
Damadian,        2010      $57,358.12      -         -               $57,358.12
PEO/ PFO         2009      $72,285.12      -         -               $72,285.12
--------------------------------------------------------------------------------

II.  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name         Number        Option     Option
             Of            Exercise   Expiration
             Securities    Price      Date
             Underlying    ($)
             Unexercised
             Options
             (#)
             Exercisable
                 (a)          (b)         (c)
----------   -----------   --------   ----------
Raymond V.
Damadian,         0            0          N/A
PEO/PFO
------------------------------------------------

III.  DIRECTOR COMPENSATION

                         Fees
                        Earned
                          or
                        Paid in
                         Cash         Total
Name                      ($)          ($)
-------------------   ----------   ----------

Raymond V. Damadian         0            0

Claudette J.V. Chan   $20,160.00   $20,160.00

Robert J. Janoff      $20,000.24   $20,000.24

Charles N. O'Data     $20,000.24   $20,000.24

Robert Djerejian      $19,999.98   $19,999.98


EMPLOYEE COMPENSATION PLANS

Equity Compensation Plan Information as of June 30, 2011

                 (a)                  (b)                  (c)
Plan category    Number of securities Weighted-average     Number of securities
                 to be issued upon    exercise price of    remaining available
                 exercise of          outstanding options, for future issuance
                 outstanding options, warrants and rights  under equity
                 warrants and rights                       compensation plans
                                                           (excluding securities
                                                           reflected in column
                                                           (a)

Equity           22,537               $ 30.27              130,943
compensation
plans
approved by
security
holders

Equity             -                      -                   -
compensation
plans not
approved by
security
holders

Total            22,537               $ 30.27              130,943


Fonar's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997,  terminated
on  May  8,  2007.  Of  the  options  granted  under  this  plan,  8,272  remain
outstanding.

Fonar's 2002 Incentive  Stock Option Plan,  adopted on July 1, 2002, is intended
to qualify as an incentive  stock option plan under Section 422A of the Internal
Revenue Code of 1954, as amended.  The 2002 Incentive  Stock Option Plan permits
the issuance of stock options  covering an aggregate of 100,000 shares of Common
Stock of Fonar.  The  options  have an  exercise  price equal to the fair market
value  of  the  underlying  stock  on  the  date  the  option  is  granted,  are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary  termination of  employment.  The 2002 Stock Option Plan will
terminate on June 30,  2012.  As of June 30,  2011,  options to purchase  50,943
shares of Common Stock of Fonar were available for future grant. under the plan.
Of the options granted under this plan 14,265 remain outstanding.

Fonar's  2005  Incentive  Stock Option  Plan,  adopted on February 15, 2005,  is
intended to qualify as an incentive  stock option plan under Section 422A of the
Internal  Revenue  code of 1954,  as amended.  The Plan  permits the issuance of
stock  options  covering an aggregate of 80,000 shares of common stock of Fonar.
The  options  have an  exercise  price  equal  to the fair  market  value of the
underlying stock on the date the option is granted,  are  non-transferable,  are
exercisable for a period not exceeding ten years,  and expire upon the voluntary
termination of  employment.  The Plan will terminate on February 14, 2015. As of
June 30, 2011,  80,000 shares of common stock of Fonar were available for future
grant under this plan.

Fonar  adopted its 2010 Stock Bonus Plan,  on June 28,  2010.  This Plan permits
Fonar to issue an  aggregate  of  2,000,000  shares of common  stock of Fonar as
bonus or compensation.  As of June 30, 2011, 1,349,279 shares were available for
issuance.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table sets forth the number and  percentage of shares of Fonar's
securities held by each director, by each person known by us to own in excess of
five percent of Fonar's voting securities and by all officers and directors as a
group as of September 8, 2011.

Name and Address of               Shares               Percent
Beneficial Owner (1)              Beneficially Owned   of Class
-------------------------------   ------------------   --------
Raymond V. Damadian, M.D.
c/o Fonar Corporation
Melville, New York
 Director, President, Treasurer
 CEO, 5% + Stockholder
    Common Stock                        120,302          2.12%
    Class C Stock                       382,447         99.98%
    Class A Preferred                    19,093          6.09%

Claudette Chan
Director and Secretary
    Common Stock                            106              *
    Class A Preferred                        32              *

Robert J. Janoff
Director
    Common Stock                          3,000              *
    Class A Preferred                        79              *

Charles N. O'Data
Director
    Common Stock                             28              *

Robert Djerejian
Director until August 21, 2011
    Common Stock                              0              *

All Officers and Directors
as a Group (5 persons)
    Common Stock                        123,406          2.17%
    Class C Stock                       382,447         99.98%
    Class A Preferred                    19,204          6.13%
___________________________
*   Less than one percent

1.  Address provided for each beneficial owner owning more than Five percent of
the voting securities of Fonar.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Background.

Between 1990 and 1996, Raymond V. Damadian, M.D. MRI Scanning Centers Management
Company,  also  referred  to as  "RVDC",  a  Delaware  corporation  of which Dr.
Damadian was the sole stockholder,  director and President, purchased and leased
scanners  from  Fonar  to  establish  a  network  of  professional  corporations
operating MRI scanning centers, also referred to as the "Centers",  in New York,
Florida,  Georgia and other locations.  Dr. Raymond V. Damadian is the Chairman,
President and principal  stockholder  of Fonar and was also the owner,  director
and  President of each of these  professional  corporations.  RVDC  provided the
necessary  management  and the  scanners  to the  Centers,  although  in certain
situations, a Center would acquire the scanner directly from Fonar.

ACQUISITION OF RVDC.

Effective June 30, 1997,  Fonar's  wholly-owned  subsidiary,  Health  Management
Corporation  of  America,  also  referred to as "HMCA",  formerly  known as U.S.
Health Management Corporation, acquired RVDC by purchasing all of the issued and
outstanding  shares of RVDC from Dr. Damadian for 400 shares of the Common Stock
of Fonar. The transactions  can be rescinded by Dr.  Damadian,  however,  in the
event of a change of control in Fonar or the  bankruptcy  of Fonar.  There is no
time limit on the right to rescind.  In connection with the  transaction,  Fonar
granted  RVDC a  nonexclusive  royalty  free  license  to  Fonar's  patents  and
software.  These  licenses  may be  terminated  by  Fonar  in the  event  of the
bankruptcy of RVDC or a change in control of RVDC.

AGREEMENTS WITH HMCA-IMPERIAL

Effective  July 1, 1997,  new  management  agreements  were  entered into by the
Centers and HMCA-IMPERIAL.  Since that time certain of the original Centers have
been  closed  and new  Centers  opened.  Each new  Center  also  entered  into a
management agreement with HMCA-IMPERIAL.

Pursuant to the management agreements,  HMCA-IMPERIAL is providing comprehensive
management and administrative services and office facilities,  including billing
and collection of accounts,  payroll and accounts payable  processing,  supplies
and utilities to the Centers.  Under the  management  agreements,  HMCA-IMPERIAL
provides service through Fonar for the scanners at the Centers. In total, 10 MRI
Centers have management agreements with HMCA-IMPERIAL.

At the end of fiscal 2007, Dr. Damadian sold all of his stock in the MRI Centers
located in New York State. The new owner is one of the radiologists who has been
reading and  interpreting  scans  performed at those  facilities,  Dr. Robert A.
Diamond. In connection with the sale,  HMCA-IMPERIAL entered into new management
agreements with the MRI Centers under which HMCA-IMPERIAL  performs  essentially
the same  services for the MRI Centers as prior to the sale.  The fees  charged,
however, are flat fees charged on a monthly basis.

Dr. Damadian remains the owner of three MRI Centers in Florida.  The MRI Centers
owned by Dr.  Damadian  in  Florida  pay flat rate  monthly  fees  ranging  from
$137,444 to $206,686 to HMCA-IMPERIAL per month.  These fees are renegotiable on
an annual basis.

During the fiscal  years ended June 30, 2011 and June 30, 2010 the net  revenues
received  by  HMCA-IMPERIAL  from the MRI  Centers  owned by Dr.  Damadian  were
approximately $5.2 million and $3.8 million respectively.

During April 2009, Fair Haven Services,  Inc. lent HMCA-IMPERIAL  $258,000.  The
loan bears interest at a rate of 10% per annum and is payable in 36 installments
with the final  payment due April 30, 2012. Dr Damadian is the President of Fair
Haven Services, Inc.

In June  2009,  Tallahassee  Scanning  Services,  P.A.  an  entity  owned  by Dr
Damadian,  sold its Upright MRI scanning  system to  HMCA-IMPERIAL  for $550,000
payable in 35 monthly  installments  beginning on October 18, 2009 with interest
at the rate of 10.41% per annum.

On  October  1, 2010,  HMCA-IMPERIAL  purchased  100% of the stock of Fair Haven
Services, Inc., an entity wholly owned by Dr. Damadian for $10. Fair Haven is in
the business of leasing medical equipment to various unrelated PCs.

On May 2, 2011, Dr. Damadian  participated in the private placement of equity in
Imperial by investing $100,000 in Imperial's Class A membership interests.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed by Marcum LLP for the audit of our annual consolidated
financial  statements for the fiscal year ended June 30, 2011 and the reviews of
the  financial  statements  included in our Forms 10-Q for the fiscal year ended
June 30, 2011 were $417,480.

The  aggregate  fees billed by Marcum LLP for the audit of our annual  financial
statements  for the  fiscal  year  ended  June 30,  2010 and the  reviews of the
financial  statements  included in our Forms 10-Q for the fiscal year ended June
30, 2010 were $465,006.

Audit Related Fees

No fees were  billed by Marcum LLP for the fiscal  years  ended June 30, 2011 or
June 30,  2010 for  services  related  to the audit or  review of our  financial
statements that are not included under the caption "Audit Fees".

No fees were  billed by Marcum LLP for the fiscal  years  ended June 30, 2011 or
June 30, 2010 for designing,  operating,  supervising or implementing any of our
financial  information  systems or any  hardware  or  software  systems  for our
financial information.

Tax Fees

The aggregate fees billed by Marcum LLP for tax  compliance,  tax advice and tax
planning in the fiscal year ended June 30, 2011 were $82,438.

The aggregate fees billed by Marcum LLP for tax  compliance,  tax advice and tax
planning in the fiscal year ended June 30, 2010 were $116,439.

All Other Fees

The aggregate fees billed by Marcum LLP for all other services  rendered by them
during the fiscal  years ended June 30, 2011 and June 30, 2010 were  $63,138 and
$59,294,   respectively,   which  included   services  in  connection  with  the
registration  of  securities,  employee  benefit  plan  audits and  reviews  and
procedures  that we requested  Marcum LLP to undertake to provide  assurances on
matters not required by laws or regulations.

Since January 1, 2003, the audit  committee has adopted  policies and procedures
for  pre-approving  all non-audit work performed by the auditors.  Specifically,
the committee  must  pre-approve  the use of the auditors for all such services.
The audit committee has  pre-approved  all non-audit work since that time and in
making its determination  has considered  whether the provision of such services
was compatible with the independence of the auditors.

Our audit  committee  believes  that the  provision by Marcum LLP of services in
addition  to  audit  services  in  fiscal  2011 and 2010  were  compatible  with
maintaining their independence.


PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

a) FINANCIAL STATEMENTS AND SCHEDULES

The following consolidated financial statements are included in Part II, Item 8.

     Report of Independent Registered Public Accounting Firm

     Consolidated Balance Sheets as at June 30, 2011 and 2010.

     Consolidated  Statements of Operations/Income  for the Years Ended June 30,
2011 and 2010.

     Consolidated    Statements    of    Stockholders'     Equity(Deficiency)and
Comprehensive Income(Loss)for the Years Ended June 30, 2011 and 2010.

     Consolidated Statements of Cash Flows for the Years Ended June 30, 2011 and
2010.

     Notes to Consolidated Financial Statements.

     Information required by schedules called for under Regulation S-X is either
not applicable or is included in the consolidated  financial statements or notes
to the financial statements.

b) REPORTS ON FORM 8-K

     Registrant's  Report on Form 8-K containing the Company's  Earnings  Report
for the first nine months of Fiscal  2011.  May 10,  2011,  Commission  File No.
0-10248.

c) EXHIBITS

     3.1   Certificate  of   Incorporation,   as  amended,   of  the  Registrant
incorporated  by  reference  to  Exhibit  3.1 to the  Registrant's  registration
statement on Form S-1,Commission File No. 33-13365.

     3.2 Article Fourth of the Certificate of Incorporation,  as amended, of the
Registrant  incorporated  by  reference  to  Exhibit  4.1  to  the  Registrant's
registration statement on Form S-8, Commission File No. 33-62099.

     3.3 Section A of Article  Fourth of the  Certificate of  Incorporation,  as
amended,  of the  Registrant  incorporated  by  reference  to Exhibit 4.3 to the
Registrant's registration statement on Form S-3, Commission File No. 333-63782.

     3.4 Section A of Article  Fourth of the  Certificate of  Incorporation,  as
amended,  of the  Registrant  incorporated  by  reference  to Exhibit 3.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
Commission File No. 0-10248.

     3.5 By-Laws,  as amended,  of the Registrant  incorporated  by reference to
Exhibit 3.2 to the Registrant's  registration  statement on Form S-1, Commission
File No. 33-13365.

     4.1 Specimen Common Stock Certificate  incorporated by reference to Exhibit
4.1 to the Registrant's  registration statement on Form S-1, Commission File No.
33-13365.

     4.2 Specimen Class B Common Stock Certificate  incorporated by reference to
Exhibit 4.2 to the Registrant's  registration  statement on Form S-1, Commission
File No. 33-13365.

     4.3 Form of 4%  Convertible  Debentures due June 30, 2002  incorporated  by
reference to Exhibit 4.1 of the Registrant's current report on Form 8-K filed on
June 11, 2001. Commission File No. 0-10248.

     4.4 Form of Purchase  Warrants  incorporated by reference to Exhibit 4.2 of
the Registrant's  current report on Form 8-K filed on June 11, 2001.  Commission
File No. 0-10248.

     4.5 Form of Callable  Warrants  incorporated by reference to Exhibit 4.3 of
the Registrant's  current report on Form 8-K filed on June 11, 2001.  Commission
File No. 0-10248.

     4.6 Form of  Replacement  Callable  Warrants  incorporated  by reference to
Exhibit 4.7 of the Registrant's  registration statement on Form S- 3, Commission
File No. 333-10677.

     4.7 Form of Amended and Restated  Purchase  Warrant for The Tail Wind Fund,
Ltd.  incorporated by reference to Exhibit 4.7 of the  Registrants  registration
statement on Form S-3, Commission File No. 333-116908.

     4.8 Form of Amended and Restated  Purchase  Warrant for Placement Agent and
Designees   incorporated  by  reference  to  Exhibit  4.8  of  the  Registrant's
registration statement on Form S-3, Commission File No. 333- 116908.

     10.1  License  Agreement  between the  Registrant  and Raymond V.  Damadian
incorporated  by  reference  to Exhibit 10 (e) to Form 10-K for the fiscal  year
ended June 30, 1983, Commission File No. 0-10248.

     10.2 1983  Nonstatutory  Stock  Option Plan  incorporated  by  reference to
Exhibit 10 (a) to Form 10-K for the fiscal year ended June 30, 1983,  Commission
File No.  0-10248,  and  amendments  thereto dated as of March 7, 1984 and dated
August 22, 1984,  incorporated  by referenced to Exhibit 28 (a) to Form 10-K for
the year ended June 30, 1984, Commission File No. 0-10248.

     10.3 1984 Incentive Stock Option Plan  incorporated by reference to Exhibit
28 (c) to Form 10-K for the year ended  June 30,  1984,  Commission  File No. 0-
10248.

     10.4 1986  Nonstatutory  Stock  Option Plan  incorporated  by  reference to
Exhibit  10.7 to Form 10-K for the fiscal year ended June 30,  1986,  Commission
File No. 0-10248.

     10.5 1986 Stock Bonus Plan  incorporated  by  reference  to Exhibit 10.8 to
Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.

     10.6 1986 Incentive Stock Option Plan  incorporated by reference to Exhibit
10.9 to Form 10-K for the fiscal year ended June 30, 1986,  Commission  File No.
0-10248.

     10.7 Lease Agreement,  dated as of August 18, 1987,  between the Registrant
and Reckson  Associates  incorporated by reference to Exhibit 10.26 to Form 10-K
for the fiscal year ended June 30, 1987, Commission File No. 0-10248.

     10.8 1993 Incentive Stock Option Plan  incorporated by reference to Exhibit
28.1 to the Registrant's registration statement on Form S-8, Commission File No.
33-60154.

     10.9 1993  Non-Statutory  Stock  Option Plan  incorporated  by reference to
Exhibit 28.2 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-60154.

     10.10 1993 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.3 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
60154.

     10.11 1994  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-81638.

     10.12 1994 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
81638.

     10.13 1995  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No. 33-62099.

     10.14 1995 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the  Registrant's  registration  statement on Form S-8,  Commission File No. 33-
62099.


     10.15 1997  Non-Statutory  Stock Option Plan  incorporated  by reference to
Exhibit 28.1 to the Registrant's  registration statement on Form S-8, Commission
File No.: 333-27411.

     10.16 1997 Stock Bonus Plan  incorporated  by  reference to Exhibit 28.2 to
the Registrant's  registration  statement on Form S-8,  Commission File No: 333-
27411.

     10.17 Stock  Purchase  Agreement,  dated July 31, 1997, by and between U.S.
Health  Management  Corporation,  Raymond V. Damadian,  M.D. MR Scanning Centers
Management Company and Raymond V. Damadian, incorporated by reference to Exhibit
2.1 to the Registrant's Form 8-K, July 31, 1997, commission File No: 0-10248.

     10.18 Merger Agreement and  Supplemental  Agreement dated June 17, 1997 and
Letter of  Amendment  dated June 27,  1997 by and among U.S.  Health  Management
Corporation and Affordable Diagnostics Inc. et al., incorporated by reference to
Exhibit 2.1 to the  Registrant's  8-K,  June 30,  1997,  Commission  File No: 0-
10248.

     10.19 Stock  Purchase  Agreement  dated March 20, 1998 by and among  Health
Management Corporation of America, Fonar Corporation,  Giovanni Marciano,  Glenn
Muraca et al.,  incorporated by reference to Exhibit 2.1 to the  Registrant's 8-
K, March 20, 1998, Commission File No: 0-10248.

     10.20 Stock  Purchase  Agreement  dated August 20, 1998 by and among Health
Management Corporation of America, Fonar Corporation, Stuart Blumberg and Steven
Jonas, incorporated by reference to Exhibit 2 to the Registrant's 8-K, September
3, 1998, Commission File No. 0-10248.

     10.21 2000 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  Statement on Form S-8, Commission File No.: 333-
66760.

     10.22 2002 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8, Commission File No.: 333-
89578.

     10.23 2002 Incentive Stock Option Plan incorporated by reference to Exhibit
99.1 to the  Registrant's  registration  statement on Form S-8,  Commission File
No.: 333-96557.

     10.24 2003 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8,  Commission File No: 333-
106626.

     10.25 2003  Supplemental  Stock Bonus Plan  incorporated  by  reference  to
Exhibit 99.1 to the Registrant's  registration statement on Form S-8, Commission
File No: 333-106626.

     10.26 2004 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8,  Commission File No. 333-
112577.

     10.27 2005 Stock Bonus Plan  incorporated  by  reference to Exhibit 99.1 to
the  Registrant's  registration  statement  on Form  S-8,  Commission  File  No.
333-122859.

     10.28 2005  Supplemental  Stock Bonus Plan  incorporated  by  reference  to
Exhibit 99.1 to the Registrant's registration statement on Form S- 8, Commission
File No. 333-126658.

     10.29 Purchase  Agreement  dated May 24, 2001 by and between the Registrant
and The Tail Wind Fund Ltd.  incorporated  by  reference  to Exhibit 10.1 to the
Registrant's current report on Form 8-K filed June 11, 2001. Commission File No.
0-10248.

     10.30  Registration  Rights  Agreement  dated May 24, 2001 by and among the
Registrant, The Tail Wind Fund Ltd. and Roan Meyers, Inc. incorporated herein by
reference to Exhibit 10.2 to the  Registrant's  current report on Form 8-K filed
June 11, 2001. Commission File No. 0-10248.

     10.31 Amendment to Callable Warrant dated April 28, 2004 by and between The
Tail Wind Fund,  Ltd. and the  Registrant  incorporated  by reference to Exhibit
10.17 to the Registrant's  registration  statement on Form S-3,  Commission File
No. 333-116908.

     10.32  First  Amendment  to  Purchase  Warrant  dated April 28, 2004 by and
between The Tail Wind Fund, Ltd. and the Registrant incorporated by reference to
Exhibit 10.18 to the Registrant's registration statement on Form S-3, Commission
File No. 333-116908.

     10.33 Form of First Amendment to Purchase Warrant dated June 1, 2004 by and
between  each  of  Roan/Meyers  Associates,  L.P.  and  its  designees  and  the
Registrant,  incorporated  by  reference  to Exhibit  10.19 to the  Registrant's
registration statement on Form S-3, Commission File No. 333-116908.

     10.34  Asset  Purchase  Agreement  dated July 28,  2005 among  Health  Plus
Management Services,  L.L.C., Health Management Corporation of America,  p
Healthcare Management, Inc. and Fonar Corporation,  incorporated by reference to
Exhibit 2 to the Registrant's  Form 8-K, August 2, 2005,  Commission File No. 0-
10248.

     10.35 Partnership  Interest Purchase  Agreement dated September 29, 2008 by
and between Diagnostic Management, LLC and Raymond V. Damadian, M.D. MR Scanning
Centers Management  Company,  incorporated by reference to Exhibit 10.35 to Form
10-K for the fiscal year ended June 30, 2008. Commission File No. 0- 10248.

     10.36 2010 Stock Bonus Plan,  incorporated  by reference to Exhibit 99.1 to
the Registrant's  registration  statement on Form S-8,  Commission File No. 333-
168771.

     10.37  Operating  Agreement  for  Imperial  Management  Services,  LLC. See
Exhibits.

     14.1  Code  of  Ethics,  incorporated  by  reference  to  Exhibit  14.1  of
registrant's Form 10-K for the fiscal year ended June 30, 2004,  Commission File
No.: 0-10248.

     21.1 Subsidiaries of the Registrant. See Exhibits.

     23.1 Independent Registered Public Accounting Firm's Report See Exhibits.

     31.1 Section 302 Certification. See Exhibits.

     32.1 Section 906 Certification. See Exhibits.

     99.1  Press  Release  on  Sale  to  Largest  Orthopedic   Hospital  in  the
Netherlands, incorporated by reference to Exhibit 99.1 of registrant's Form 10-K
for the fiscal year ended June 30, 2006, Commission File No.: 0-10248.



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:  September 30, 2011

                               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        September 30, 2011
Raymond V. Damadian      Board of Directors,
                         President, Director
                         Principal Executive
                         Officer and Acting
                         Principal Financial
                         Officer)

/s/Claudette J.V. Chan   Secretary              September 30, 2011
Claudette J.V. Chan      Director


/s/ Robert J. Janoff     Director               September 30, 2011
Robert J. Janoff

/s/ Charles N. O'Data    Director               September 30, 2011
Charles N. O'Data



                              CORPORATE INFORMATION

Corporate Headquarters

110 Marcus Drive
Melville, NY  11747
(631) 694-2929

Investor Relations

FONAR Corporation
110 Marcus Drive
Melville, NY  11747
(631) 694-2929

Stock Transfer Agency

Computershare Trust Company, Inc.
144 Fernwood Avenue
Edison, New Jersey  08837

Auditors

Marcum LLP
New York, New York

Board of Directors

Raymond V. Damadian, M.D.
Chairman of the Board

Claudette Chan, Director

Robert Janoff, Director

Charles O'Data, Director

Ronald G. Lehman, Director

Officers

Raymond V. Damadian, M.D.
President, Chief Executive Officer and Treasurer

Claudette J.V. Chan
Secretary