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<SEC-DOCUMENT>0000355019-10-000014.txt : 20100811
<SEC-HEADER>0000355019-10-000014.hdr.sgml : 20100811
<ACCEPTANCE-DATETIME>20100811172301
ACCESSION NUMBER:		0000355019-10-000014
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20100811
DATE AS OF CHANGE:		20100811
EFFECTIVENESS DATE:		20100811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FONAR CORP
		CENTRAL INDEX KEY:			0000355019
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
		IRS NUMBER:				112464137
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-168771
		FILM NUMBER:		101008804

	BUSINESS ADDRESS:	
		STREET 1:		110 MARCUS DR
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
		BUSINESS PHONE:		6316942929

	MAIL ADDRESS:	
		STREET 1:		110 MARCUS DRIVE
		CITY:			MELVILLE
		STATE:			NY
		ZIP:			11747
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s8.txt
<TEXT>
         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 2010
                                                   REGISTRATION NO. ____________
   __________________________________________________________________________
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                FONAR CORPORATION
................................................................................
             (Exact name of registrant as specified in its charter)

             Delaware                                       11-2464137
................................................................................
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                       Identification No.)

 110 Marcus Drive, Melville, New York                         11747
................................................................................
(Address of Principal Executive Office)                     (Zip Code)

                              2010 STOCK BONUS PLAN
    .........................................................................
                            (Full Title of the plans)

         Raymond V. Damadian, 110 Marcus Drive, Melville, New York 11747

    .........................................................................
                     (Name and address of agent for service)

                                 (631) 694-2929

    .........................................................................
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________

Title of  securities    Amt. to be   Proposed    Proposed     Amount of
to be registered        registered   maximum     maximum      registration
                                     offering    aggregate    fee
                                     price per   offering
                                     share       price
__________________________________________________________________________
Common Stock
par value $.0001        2,000,000    $ 1.59      $3,180,000   $226.73
__________________________________________________________________________
Total                   2,000,000    $ 1.59      $3,180,000   $226.73

                * Pursuant to Rule 457, subsections (h) and (c)
                       Specified Date:  August 10, 2010
<PAGE>
                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following  documents,  filed with, or furnished to, the  Commission are
incorporated in this registration statement by reference:

     (a)  The  registrant's  latest annual report on Form 10-K filed pursuant to
          Section  13(a) or 15(d) of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

     (b)  All other reports filed by the registrant pursuant to Section 13(a) or
          15(d) of the  Exchange Act since the end of the fiscal year covered by
          the annual report on Form 10-K referred to in (a) above.

     (c)  The description of securities  which is contained in Form 8-A filed by
          the  registrant  pursuant to Section 12 of the Exchange Act  including
          any  amendment  or  report  filed for the  purpose  of  updating  such
          description.

     All  documents  subsequently  filed by the  registrant  pursuant to Section
13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which either indicates that all securities offered have been
sold or deregisters all securities then remaining unsold,  shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing such documents.

ITEM 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

ITEM 5. Interests of Named Experts and Counsel.

     The  validity of the  securities  being  registered  will be passed upon by
Henry T. Meyer,  Esq.,  General  Counsel to the  registrant,  110 Marcus  Drive,
Melville,  New York  11747.  Mr.  Meyer is an  employee  of the  registrant  and
eligible to receive, at the discretion of the appropriate Committee or the Board
of Directors, awards of shares under the 2010 Stock Bonus Plan.

ITEM 6. Indemnification of Directors and Officers.

     Article Eighth of the  Certificate  of  Incorporation,  as amended,  of the
registrant provides as follows:

     The personal  liability of directors to the Corporation or its stockholders
for  monetary  damages  for breach of their  fiduciary  duties as  directors  is
eliminated,  provided  however,  that this  provision  shall not  eliminate  the
liability of a director (i) for any breach of the director's  duty of loyalty to
the  Corporation  or its  stockholders,  (ii) for acts or omissions  not in good
faith or which involve  intentional  misconduct or knowing violation of the law,
(iii) under Section 174 of the Delaware General Corporation law, or (iv) for any
transaction from which the director derived an improper personal benefit.

Article  V  of  the   By-Laws  of  the   registrant   generally   provides   for
indemnification  of its officers and  directors to the full extent  permitted by
Delaware Corporation Law.

Section 145 of the Delaware General  Corporation Law permits  indemnification of
officers,  directors and employees of the Company under certain  conditions  and
subject to certain limitations.

ITEM 7. Exemption From Registration Claimed.

     Not  applicable.  No  restricted  securities  are to be reoffered or resold
pursuant to this registration statement.

ITEM 8. Exhibits.

5    Opinion of Counsel re Legality.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Counsel is included in Exhibit 5.

99.1 2010 Stock Bonus Plan.

ITEM 9. Undertakings.

     The  undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement;

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

               Provided,  however,  that 1 (i) and  1(ii)  do not  apply  if the
               information required to be included in a post-effective amendment
               thereby is contained in periodic  reports filed by the registrant
               pursuant  to  section  13(a) or section  15(d) of the  Securities
               Exchange  Act of 1934 that are  incorporated  by reference in the
               registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of  post-effective  amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

          The undersigned  registrant  hereby  undertakes  that, for purposes of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to section 13(a) or section 15(d)
     of the Securities Exchange Act of 1934 (and, where applicable,  each filing
     of an employee  benefit  plan's annual report  pursuant to section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     the  registration  statement  shall  be  deemed  to be a  new  registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

          The Certificate of Incorporation and By-Laws of the registrant contain
     various  provisions  for  limitation  of liability and  indemnification  of
     officers and directors, as described in Item 6. Section 145 of the Delaware
     General Corporation law permits indemnification of officers,  directors and
     employees under certain conditions.

          Insofar as indemnification  for liability arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the registrant pursuant to the foregoing provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.

<PAGE>
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Village of Melville, State of New York, on August 11, 2010.


                                          FONAR CORPORATION


                                          By:  /s/ Raymond V. Damadian
                                          Raymond V. Damadian, President
                                          Acting Chief Financial Officer, and
                                          Acting Principal Accounting Officer,
                                          Signing in his capacities as
                                          Principal Executive Officer,
                                          Principal Financial Officer and
                                          Principal Accounting Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                     Title                             Date


/s/ Raymond V. Damadian       Chairman of the Board             August 11, 2010
Raymond V. Damadian           of Directors, President
                              and a Director (Principal
                              Executive Officer, Principal
                              Financial Officer and Principal
                              Accounting Officer)

/s/ Claudette J.V. Chan       Director                          August 11, 2010
Claudette J.V. Chan

/s/ Robert J. Janoff          Director                          August 11, 2010
Robert J. Janoff

/s/ Charles N. O'Data         Director                          August 11, 2010
Charles N. O'Data

                              Director
Robert Djerejian
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>x05.txt
<TEXT>

                                    EXHIBIT 5

                         OPINION OF COUNSEL RE: LEGALITY


                                                 August 11, 2010


Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

     I refer to the Registration  Statement on Form S-8 to which this opinion is
an Exhibit (the "Registration  Statement"),  being filed by Fonar Corporation, a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended,  relating to: 2,000,000
shares  of the  Company's  Common  Stock  which may be  issued  pursuant  to the
Company's 2010 Stock Bonus Plan ("Bonus Common Stock").

     As counsel for the Company, I have examined the originals or photostatic or
certified  copies of such records,  certificates and instruments of the Company,
certificates  of officers of the Company and of public  officials and such other
instruments  and  documents  as I have deemed  relevant  and  necessary  for the
purposes of rendering the opinions set forth below. In such examination,  I have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents   submitted  to  me  as  certified  or  photostatic   copies  and  the
authenticity  of the  originals  of  such  copies  and  the  correctness  of all
statements of fact contained therein.

     Based upon the foregoing, I am of the opinion that:

          The Bonus Common Stock has been duly and validly authorized,  and when
     issued in accordance  with the terms of the Company's 2010 Stock Bonus Plan
     and any  applicable  bonus  stock  awards made  thereunder  will be legally
     issued, fully paid and nonassessable.

          I  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
     Registration  Statement  and  to  the  reference  to me in  Item  5 of  the
     Registration Statement.

                                                 Very truly yours,

                                                 /s/ Henry T. Meyer
                                                 Henry T. Meyer, Esq.
                                                 General Counsel
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>x231.txt
<TEXT>
                                 EXHIBIT 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Independent Registered Public Accounting Firm's Consent




We consent to the incorporation by reference in this  Registration  Statement of
Fonar  Corporation and  Subsidiaries on Form S-8 of our report which includes an
explanatory  paragraph  as to the  Company's  ability  to  continue  as a  going
concern,  dated October 5, 2009, with respect to our audits of the  consolidated
financial  statements of Fonar  Corporation and Subsidiaries as of June 30, 2009
and 2008 and for the years ended June 30, 2009 and 2008  appearing in the Annual
Report on Form 10-K of Fonar  Corporation  and  Subsidiaries  for the year ended
June 30, 2009.

/s/ Marcum LLP
Marcum LLP

New York, New York
August 11, 2010
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>x232.txt
<TEXT>
EXHIBIT 23.2

                 (CONSENT OF COUNSEL IS INCLUDED IN EXHIBIT 5)


Consent of Counsel

     The  consent of Henry T. Meyer,  Esq.  is included in his opinion  filed as
Exhibit 5 to this Registration Statement.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>x99.txt
<TEXT>
                                   EXHIBIT 99.1

                              2010 STOCK BONUS PLAN

1.   PURPOSES OF THE PLAN.

     The  purpose of this  Stock  Bonus  Plan (the  "Plan")  is to assist  FONAR
Corporation,  a Delaware corporation (the  "Corporation"),  and its subsidiaries
(as  hereinafter  defined)  in  attracting  and  retaining  the  services of key
employees,  non-employee directors,  officers, advisors and consultants,  and to
secure for the  Corporation and its  subsidiaries  the benefits of the incentive
inherent in ownership of the Corporation's  equity securities by parties who are
responsible  for the continuing  growth and success of the  Corporation  and its
subsidiaries.

     For the purposes of this plan, the term "subsidiary" and/or  "subsidiaries"
shall mean any corporation of which the majority of the outstanding voting stock
is owned directly or indirectly by the Corporation.

2.   SHARES SUBJECT TO THE PLAN.

     Subject  to the  provisions  of  Section 7 of the  Plan,  an  aggregate  of
2,000,000 shares of Common Stock, par value $.0001 per share, of the Corporation
("Common Stock"),  are available for the issuance under the Plan as compensation
for services to the Corporation ("Bonus Stock").

     The shares to be issued as Bonus Stock under the Plan may be authorized but
unissued  shares of Common Stock or issued shares of Common Stock which are held
in the treasury of the Corporation.

3.   TERM OF THE PLAN.

     Subject to the  provisions  of  Section 8 and 10,  the Plan shall  commence
effective  as of the date the Plan is  approved by the  stockholders,  and Bonus
Stock awarded under the Plan must be issued no later than ten years thereafter.

4.   ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by a committee which shall consist of two or
such  greater  or  lesser  number  of  members,  as  determined  by the Board of
Directors from time to time, who shall be appointed by the Board of Directors of
the Corporation (the "Committee") or, in the absence of such a Committee, by the
Board of Directors of the  Corporation.  Directors  of the  Corporation  who are
either eligible to receive Bonus Stock, or to whom Bonus Stock has been granted,
may vote on any matters affecting the administration of the plan or the granting
of Bonus Stock  under the Plan.  Any action of the  Committee  may be taken by a
written  instrument signed by a majority of the members of the Committee then in
office. Members of the Committee need not be members of the Board of Directors.

     Subject to the express  provisions of the Plan,  the Committee or the Board
or Directors,  as the case may be, shall have the authority,  in its discretion:
(i) to determine the parties to receive  Bonus Stock,  the times when they shall
receive such awards,  the number of shares to be issued, and the time, terms and
conditions  of the issuance of any such shares;  (ii) to construe and  interpret
the  terms  of the  Plan;  (iii) to  establish,  amend  and  rescind  rules  and
regulations  for the  administration  of the  Plan;  and (iv) to make all  other
determinations   necessary  or  advisable  for   administering   the  Plan.  The
determinations  of the Committee or the Board of Directors,  as the case may be,
on the matters referred to in this Section 4 shall be final and conclusive.

5.   ELIGIBILITY AND SELECTION.

     The  Committee  or the Board of  Directors,  as the case may be, shall have
sole and  absolute  discretion  to issue  Bonus  Stock  under the Plan to reward
employees,  officers,  directors, advisors and consultants for services rendered
or to be  rendered  to or for  the  benefit  of the  Corporation,  or any of its
subsidiaries (the grant of Bonus Stock under this Plan shall be referred to as a
"Bonus  Stock  Award").  In  determining  the parties to whom Bonus Stock Awards
shall be granted  under the Plan and the number of shares of Common  Stock which
may be granted to such persons, the Committee or the Board of Directors,  as the
case may be,  shall  consider  the  duties of the  parties,  their  present  and
potential  contributions  to the  success  of the  Corporation,  and such  other
factors as the Committee or the Board of Directors  deems relevant in furthering
the  purposes  of the  granting  of such Bonus  Stock and the  interests  of the
Corporation. A party may receive more than one Bonus Stock Award under the Plan.

6.   BONUS STOCK AWARDS.

     (a)  The  Committee  or the Board of  Directors,  as the case may be, shall
          determine   for  each  party  chosen  to   participate   in  the  Plan
          ("Participant")  the number of shares of Common Stock to be covered by
          each Bonus  Stock  Award and the  installments,  if any,  in which the
          Bonus Stock will be granted.

     (b)  The  Committee or the Board of Directors  shall  determine  the terms,
          conditions and restrictions,  if any, to which such Bonus Stock or its
          issuance will be subject.  Any restrictions imposed shall be evidenced
          by a written  agreement  executed by the  Participant.  Such agreement
          shall also  include any terms and  conditions  required by  applicable
          securities laws.

     (c)  The  Corporation   shall  deliver  to  the  Participant  on  the  date
          specified,  or as soon  thereafter  as is  practicable,  the number of
          shares of Common  Stock  specified in such  Participant's  Bonus Stock
          Award, subject to and in accordance with the Bonus Stock Award.

     (d)  Bonus Stock  Awards shall not be  transferable  other than by the last
          will and  testament  of the  holder  of the Bonus  Stock  Award or the
          applicable  laws of descent and  distribution.  Bonus Stock Awards may
          not be assigned, sold, transferred,  pledged, hypothecated or disposed
          of in any way (whether by operation of law or otherwise) except to the
          extent expressly  provided for in the Plan and shall not be subject to
          execution, attachment or similar process.

7.   DILUTION AND OTHER ADJUSTMENTS.

     In the event of any change in the  outstanding  Common  Shares by reason of
any  stock   dividend  or  split,   recapitalization,   merger,   consolidation,
reorganization,  combination  or  exchange of shares of Common  Stock,  or other
similar corporate change,  the Committee or the Board of Directors,  as the case
may be, shall make such  adjustments  as it, in its absolute  discretion,  deems
equitable in the number of kind of shares of Common Stock authorized by the Plan
and, with respect to  outstanding  shares of Common Stock covered by Stock Bonus
Awards but not yet issued, in the number of kind of stock covered by Stock Bonus
Awards made under the Plan.

8.   TERMINATION AND AMENDMENT OF THE PLAN.

     Unless  sooner  terminated,   as  hereinafter  provided,  this  Plan  shall
terminate at 11:59 p.m. on the day following ten years after the approval of the
Plan by the  stockholders,  and no Bonus Stock shall be granted  hereunder after
that date.  The Board of Directors  may terminate or amend this Plan at any time
without  notice,  or make  such  modifications  of this  Plan as it  shall  deem
advisable.  No termination,  amendment or modification of the Plan may adversely
affect the rights of any party to whom a Bonus Stock Award has been made without
such party's consent.

9.   INDEMNIFICATION.

     In addition  to such other  rights of  indemnification  as they may have as
directors or as members of the  Committee,  the members of the Committee and the
Board  of  Directors  shall  be  indemnified  by  the  Corporation  against  the
reasonable expenses, including attorney's fees actually and necessarily incurred
in  connection  with  the  defense  of any  action,  suit or  proceeding,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any Bonus Stock Award granted  thereunder,  and against all amounts paid
by them in settlement  thereof (provided that such settlement is approved by the
Corporation)  or paid by them in  satisfaction of a judgment in any such action,
suit or  proceeding,  except  in  relation  to  matters  as to which it shall be
adjudicated in such action,  suit or proceeding  that such  Committee  member or
director,  as the case may be, is liable for  negligence  or  misconduct  in the
performance of his duties; provided that within 10 days after institution of any
such action, suit, or proceeding a Committee member or director, as the case may
be, shall offer the Corporation in writing the opportunity,  at its own expense,
to handle and defend the same.

10.  EFFECTIVENESS OF THE PLAN.

     The Plan shall become  effective on the date it is approved and ratified by
the stockholders of the Corporation.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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