SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 DLA Piper LLP (US) 1251 Avenue of the
Americas New York, NY 10020-1104
 www.dlapiper.com
 March 23, 2026 United
States Securities and Exchange Commission Division of Corporation Finance
 Office of Mergers & Acquisitions 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:
 Daniel Duchovny

 Re:
 FONAR Corporation

  
 Schedule 13E-3 filed by FONAR Corporation et al.

  
 Filed February 26, 2026

  
 File No. 005-33323

  
 Preliminary Proxy Statement

  
 Filed February 26, 2026

  
 File No. 000-10248
 Ladies and Gentlemen: On behalf of our client, FONAR
Corporation (the “Company”), we submit this letter setting forth the responses of the Company to the comments that were provided by the staff (the “Staff”) of the Division of Corporation Finance of the United States
Securities and Exchange Commission (the “Commission”) by your letter dated March 20, 2026 (the “Comment Letter”), regarding the above-referenced Schedule 13E-3 (the
“Transaction Statement”) and Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are authorized
by the Company to provide the responses contained in this letter on its behalf. For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.
 In addition to the responses to the Staff’s comments set forth below, concurrently with the filing of this letter, Amendment No. 1 to the
Preliminary Proxy Statement (the “Amended Proxy Statement”) and Amendment No. 1 to the Transaction Statement (the “Amended Transaction Statement”), which include changes to reflect the Staff’s requested disclosure
edits, are being filed with the Commission. Unless otherwise specified, all references to page numbers and captions correspond to the Preliminary Proxy Statement if referring to the Staff’s comment, and to the Amended Proxy Statement if in the
response.

 U.S. Securities and Exchange Commission
 March 23, 2026 Page 2

 Preliminary Proxy Statement on Schedule 14A Filed February 26, 2026
 General

 1.
 Please file the preliminary proxy card.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has filed the preliminary proxy card as an appendix at the
end of the Amended Proxy Statement. Frequently Used Terms, page 1

 2.
 Refer to the definition for “disinterested stockholders.” Revise the definition to provide
the full definition in your disclosure rather than refer to the DGCL. Apply this comment to any other defined terms that refer to sources other than the proxy statement.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its disclosures to provide the full
definitions for “disinterested stockholders” and other defined terms that referred to sources other than the proxy statement and to make conforming changes. These revised disclosures are set forth in the letter to stockholders and on
pages 2-6, 10, 13, 14, 17, 22, 41, 56, 58, 60-63, 79-81, 98, 113, 114, 122, 128, 160, 161 and 165 of the Amended Proxy Statement. Summary Term Sheet,
page 7

 3.
 Please revise your disclosure in this section and in the section “Questions and Answers” to
significantly shorten them and avoid duplication. See Item 1001 of Regulation M-A.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its disclosures in the “Summary Term
Sheet” and “Questions and Answers” sections to significantly shorten them and avoid duplication. These revised disclosures are set forth on pages 9, 10, 13-18, 22, 23, 25-29, 31 and 32 of the Amended Proxy Statement.
 Recommendation of the Disinterested Directors, page 69

 4.
 Revise your disclosure to address how any filing person relying on the
Marshall & Stevens opinion was able to reach the fairness determination as to unaffiliated security holders given that the opinion addressed fairness with respect to the Public Stockholders, rather than all
security holders unaffiliated with the company. RESPONSE : The Company respectfully acknowledges the
Staff’s comment and has revised its disclosures on pages 57, 60 and 64 of the Amended Proxy Statement to address the following explanation: The Company’s unaffiliated security holders, which are determined in accordance with
Rule 13e-3, consist of each holder of Company Capital Stock or Class A Non-voting Preferred Stock (in each instance, other than a holder of any Excluded Shares) who is not an “affiliate”
of the Company within the meaning of Rule 13e-3 (the concept of an affiliate under Rule 13e-3 includes any person that, directly or indirectly, through one or more intermediaries controls, is
controlled by, or is under common control with FONAR). In turn, each FONAR stockholder who is an affiliate of the Company within the meaning of Rule 13e-3 is a member of the Acquisition Group (within the
Amended Proxy Statement and the Transaction Statement on Schedule 13E-3, the Company refers to such Acquisition Group members, collectively, as the Rollover Stockholders). Accordingly, the Company’s unaffiliated security holders consist of the
holders of outstanding FONAR stock excluding the Acquisition Group members. Furthermore, as described in the Amended Proxy Statement, the opinion of

 U.S. Securities and Exchange Commission
 March 23, 2026 Page
 3

Marshall & Stevens was among the factors considered by the Special Committee and the Disinterested Directors in evaluating the proposed Merger. As discussed under the caption
“ Special Factors—Opinion of Marshall & Stevens ” in the Amended Proxy Statement, the opinion of Marshall & Stevens relates only to the fairness, from a financial point of view, of the Merger
consideration to be received by the “Public Stockholders,” which refers to the holders (other than Parent) of outstanding Company stock. As of March 23, 2026, the Acquisition Group members (inclusive of Mr. Damadian,
Mr. Bonanni and Mr. Lehman) own, in the aggregate, 248,774 shares of Common Stock, 254,964 shares of Class C Common Stock and 13,494 shares of Class A Non-voting Preferred Stock, all of
which shares are owned by the Rollover Stockholders, and not by Parent. Each of the Rollover Stockholders has individually committed pursuant to the terms of the Equity Commitment Agreements to contribute, immediately prior to the consummation of
the Merger, all of such Rollover Stockholder’s shares of Company Capital Stock and Class A Non-voting Preferred Stock to Parent in exchange for Class B membership units of Parent. As a result,
as of the Effective Time, all of the outstanding FONAR stock, excluding all shares owned by Parent, will be owned by the Company’s unaffiliated security holders. Accordingly, as of the Effective Time, the Public Stockholders to which the
opinion of Marshall & Stevens relates, will consist of the Company’s unaffiliated security holders as described above. Opinion of
Marshall & Stevens, page 71

 5.
 Please disclose the amount of the compensation paid or payable to
Marshall & Stevens. RESPONSE : The Company respectfully acknowledges
the Staff’s comment and has revised its disclosure to state the amount of the compensation paid or payable to Marshall & Stevens, consisting of an aggregate of $120,000 in cash which has been paid in full, on page 69 of the
Amended Proxy Statement.

 6.
 We note that, in the “Per Share Value Conclusion,”
Marshall & Stevens appear to have compared a range of values of $14.48 to $15.52 per share of Common Stock, Class B Common Stock, and Class C
Common Stock to the offered price of $19 per share for the Common Stock, Class B Common Stock, and Class C Common Stock. We also note that the price of $19 per share applies to the
common stock and the Class B common stock. Please revise the disclosure to clarify this.
 RESPONSE : The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on page 76 of
the Amended Proxy Statement. Positions of Mr. Damadian, Mr. Bonanni and Mr. Lehman as to the
Fairness of the Merger, page 84

 7.
 We note your disclosure in this section and the section stating the position of the Acquisition Group
that such parties “may be deemed to be affiliates of the Company.” Given the filing persons’ determination to file a Schedule 13E-3, it is inappropriate to disclaim the underlying conclusions
reached by each such filing person in making the filing. Please revise. RESPONSE : The Company
respectfully acknowledges the Staff’s comment and has revised its disclosures to reflect that the filing persons do not disclaim the underlying conclusions reached by each such filing person in determining to file a Schedule 13E-3. These revised disclosures are set forth on pages 13-15, 32, 63, 79-81, 97 and 165 of the Amended Proxy Statement.

 U.S. Securities and Exchange Commission
 March 23, 2026 Page
 4

 The Company and its management acknowledge they are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions regarding the matters discussed
above, please contact me at (212) 335-4651 or via email at Jon.Venick@us.dlapiper.com.

 Very truly yours,

 /s/ Jon Venick

 Jon Venick

 cc:
 Timothy Damadian, Chief Executive Officer of the Company
 John P. Collins, General Counsel of the Company

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 March 20, 2026

Jon Venick
Partner
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, NY 10020

 Re: FONAR CORP
 Schedule 13E-3 filed by FONAR Corporation et al.
 Filed February 26, 2026
 File No. 005-33323
 _
 Preliminary Proxy Statement
 Filed February 26, 2026
 File No. 000-10248
Dear Jon Venick:

 We have reviewed your filings and have the following comments. In some
of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

 Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.

Preliminary Proxy Statement
General

1. Please file the preliminary proxy card.
Frequently Used Terms, page 1

2. Refer to the definition for "disinterested stockholders." Revise the
definition to provide
 the full definition in your disclosure rather than refer to the DGCL.
Apply this comment
 to any other defined terms that refer to sources other than the proxy
statement.
 March 20, 2026
Page 2
Summary Term Sheet, page 7

3. Please revise your disclosure in this section and in the section
Questions and
 Answers to significantly shorten them and avoid duplication. See Item
1001 of
 Regulation M-A.
Recommendation of the Disinterested Directors, page 69

4. Revise your disclosure to address how any filing person relying on the
 Marshall & Stevens opinion was able to reach the fairness determination
as to
 unaffiliated security holders given that the opinion addressed fairness
with respect to the
 Public Stockholders, rather than all security holders unaffiliated with
the company.
Opinion of Marshall & Stevens, page 71

5. Please disclose the amount of the compensation paid or payable to
Marshall & Stevens.
6. We note that, in the "Per Share Value Conclusion," Marshall & Stevens
appear to have
 compared a range of values of $14.48 to $15.52 per share of Common
Stock, Class B
 Common Stock, and Class C Common Stock to the offered price of $19 per
share for the
 Common Stock, Class B Common Stock, and Class C Common Stock. We also
note that
 the price of $19 per share applies to the common stock and the Class B
common stock.
 Please revise the disclosure to clarify this.
Positions of Mr. Damadian, Mr. Bonanni and Mr. Lehman as to the Fairness of the
Merger, page
84

7. We note your disclosure in this section and the section stating the
position of the
 Acquisition Group that such parties "may be deemed to be affiliates of
the Company."
 Given the filing persons' determination to file a Schedule 13E-3, it is
inappropriate to
 disclaim the underlying conclusions reached by each such filing person
in making the
 filing. Please revise.

 We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Daniel Duchovny at 202-551-3619.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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                                  June 7, 2005

VIA EDGAR &
UNITED PARCEL DELIVERY

Ms. Angela Crane
Reviewing Accountant
Mail Stop 0306
Securities and Exchange Commission
Washington, D.C.  20549

Re:      Fonar Corporation
         Form 10-K for the fiscal year ended
         June 30, 2004
         Form 10-Q for the quarter ended
         December 31, 2004
         File No. 0-10248

Dear Ms. Crane:

     I am writing in response to the Commission's comment letter dated March 31,
2005 addressed to the attention of Dr.  Raymond V. Damadian,  President of Fonar
Corporation.  As requested,  the responses contained in our letter are presented
in the same order as in the  Commission's  letter.  Amendments to the applicable
Exchange Act reports are being filed concurrently herewith.

Form 10-K for Fiscal Year Ended June 30, 2004

Management's Discussion and Analysis

Comment No. 1. The costs of closing  underperforming  facilities  in fiscal 2004
incurred by our  subsidiary,  Health  Management  Corporation  of America,  also
referred  to as HMCA,  was  $37,370.  The costs  consisted  of the  removal  and
transportation of the magnetic  resonance  imaging,  or MRI,  equipment from the
site in the  amount of  $15,500,  repairs  and  reconstruction  to the  premises
following  removal in the amount of $4,400  and  additional  rent for the period
during  which we were  removing  the  equipment  of  $17,470.  These  costs were
accounted for in our consolidated financial statements under costs of revenues.

     We will revise future  filings to quantify  known or expected  savings that
have  resulted  from  the  closing  of  these  facilities  as  requested  by the
Commission in Comment No. 1.

Liquidity and Capital Resources

Comment No. 2. As  requested  by the  Commission,  we have  expanded in our most
recent filing, and will do so in all future filings, our discussions to describe
the reasons for the increases and decreases in the various components of working
capital impacting cash flow from operations.

Comment No. 3. As requested by the  Commission,  we have revised our most recent
filing, and will do so in all future filings, for the disclosure of liquidity to
describe more fully our overall financial  structure with a particular  emphasis
on agreements between Fonar and related parties. Transactions,  arrangements and
relationships with unconsolidated  entities that are reasonably likely to affect
liquidity will be fully disclosed.

     Please note,  however,  we do not see any part of our financial  structure,
inclusive of our  agreements  with related  entities,  that is not already fully
disclosed.  With respect to our management agreements with related entities, the
fees HMCA  charges are  renegotiated  on an annual  basis.  The  management  fee
receivables  have  remained  fairly  consistent  over the last few years and for
sales of products to related parties,  we receive  progress  payments during the
construction  period and are paid in full prior to the delivery and installation
of the product.

Comment No. 4. As requested by the Commission,  we will revise future filings to
discuss the financial  terms of the  management  contracts and provide  detailed
disclosure of the financial terms of any individually material agreements.

Consolidated Statement of Cash Flows

Comment No. 5. As requested by the  Commission,  we have revised our most recent
filing, and will do so in future filings,  to separately present cash flows from
purchases,  sales and  maturities of  available-for-sale  securities as separate
line items in the  consolidated  statement  of cash flows,  as  contemplated  in
Paragraph 18 of SFAS 115.

Note. 2. Summary of Significant Accounting Policies

Revenue Recognition

Comment No. 6. As noted by the  Commission,  the management  agreements  between
HMCA and each of the MRI  facilities  are for one  year  terms  and the fees are
reviewed on an annual basis and adjusted by mutual  agreement.  HMCA reviews the
fees and  negotiates a  modification  of the fee based upon the change in direct
operating  expenses incurred by HMCA for each individual  management  agreement.
HMCA is not obligated to make up any losses of the MRI facilities.

Comment No. 7. We recognize  revenue for equipment and services to related party
entities the same way we recognize  revenue for unrelated  parties.  On sales of
equipment we recognize  revenues on a percentage  of completion  basis.  Payment
terms require a down payment upon signing,  a second payment 60 days afterwards,
a payment  prior to the  delivery of the magnet  subsystem of the MRI, a payment
prior to the  delivery of the  electronics  system and a final  payment upon the
acceptance  by and  delivery of the MRI system to the  customer.  On our service
agreements,  which are mostly for one-year  periods,  we recognize  revenue on a
monthly basis as services are  provided.  Payment by the customer is required in
advance,  however,  usually on a quarterly  basis.  Sales to related parties are
made on terms  which  are  within  the  same  parameters  as sales to  unrelated
parties.  We have recognized gross profit on sales to related parties which have
been at similar margins to those of unrelated parties.  Due to our net losses in
the last three years,  we did not  recognize  any net profit on sales to related
parties in each of the last three years. We believe these accounting  procedures
comply with GAAP.

Comment  No.  8. We do not  sell  new  products  on terms  for  which  financial
reimbursement  is not guaranteed as payment in full is required  before delivery
and  installation  of the  product.  There  are no third  party  reimbursements,
estimates or adjustments in connection  with new product sales.  Please note our
response  to Comment No. 7 where we discuss  revenue  recognition  and  customer
payment terms.

Note 3 Management Agreements

Comment No. 9. The Company  evaluates the  recoverability  of its intangibles in
accordance  with the Statement of Financial  Accounting  Standards  ("SFAS") No.
144,  "Accounting for Impairment or Disposal of Long-Lived  Assets". At June 30,
2004, the Company  determined there were no triggering events indicating that an
impairment had occurred.  The associated facilities have consistently  generated
operating profits since the Company consummated the acquisitions  (during fiscal
1997  and  1998)  and  allocated  amounts  to  the  management  agreements.  The
facilities  generated operating profits of approximately  $4,000,000 for each of
the years ended June 30, 2004 and 2003, respectively.

The Company  continues to amortize the  management  agreements  over the 20 year
term of the  agreements  as there are no changes to the terms of the  agreements
and no indicators of impairment as discussed above.

Note 11. Capital Stock

Comment  No.  10. We  account  for common  stock  utilized  to pay for goods and
services to  non-employees  based on the fair market value of the stock  issued,
for which stock  certificates  are issued after the goods have been delivered to
us or the services  performed.  As requested by the  Commission,  we will revise
future  filings to provide more  detailed  disclosures  required by SFAS 123 and
EITF 96-18.

Note 16. Commitments and Contingencies

Comment No. 11. As requested by the  Commission we will revise future filings to
disclose any material  commitments and guarantees of the management companies to
the medical  practices  and any  material  amounts  that may be paid under those
arrangements.  Please note,  however,  that we do not  guarantee  any  financial
obligations of the medical practices.

Note 21. Quarterly Financial Data

Comment No. 12. The  $344,000 in selling,  general and  administrative  expenses
consisted  of  royalties  on scanner  sales which had not been  accrued in prior
quarters  under a patent  license  which  we pay on an  annual  basis.  This was
corrected and the royalties are now being accrued as the liabilities arise. This
item was  disclosed  in Item 9A of our Form  10-K.  The  $215,000  consisted  of
various smaller items which also are now being accrued as the liabilities arise.
These amounts were deemed to be immaterial to the previously  reported  quarters
in fiscal 2004.

     During the second quarter of fiscal 2003, we closed one of our  facilities.
At that time,  we did not record any  impairment  loss due to our belief that we
would be successful in transferring the business to our nearby facility.  During
the fourth quarter of fiscal 2003, we determined  that we were  unsuccessful  in
retaining the revenue from our closed facility, and accordingly,  we recorded an
impairment  loss during the fourth  quarter  ended June 30, 2003. We believe the
impairment loss was recorded in the proper period.

Item 9A. Controls and Procedures

Comment No. 13. We believe that our  disclosure  controls and procedures are now
effective because we have taken the necessary steps to correct the issues raised
in Comment No. 12.

     We will amend Item 9A of our Form 10-K to address the Commission's comments
contained  in  Comment  13. We expect to file the  document  with the  following
language:

ITEM 9A. CONTROLS AND PROCEDURES

     As of the end of the period  covered by this annual report on Form 10-K, we
carried out an evaluation of the design and operation of our disclosure controls
and procedures. Based upon that evaluation and the weakness described below, our
principal  executive and acting principal financial officer concluded that as of
the end of the period  covered by the annual report on Form 10-K our  disclosure
controls and procedures were not effective.

     In performing their audit of our consolidated  financial statements for the
year ended June 30, 2004, our  independent  registered  public  accounting  firm
noted that certain  royalties  under a patent license and certain other expenses
had not been accrued during the first three quarters. This was corrected through
appropriate   adjustments   and  our  internal   procedures  and  controls  were
subsequently  modified to assure that such  accruals  will be made on an ongoing
basis.

     Except  as  described  above,  there  were no  significant  changes  in our
internal  controls over financial  reporting that occurred during the year ended
June 30,  2004  that  have  materially  affected,  or are  reasonably  likely to
materially affect, our internal control over financial reporting.

Comment No. 14. There were no such  changes.  We will amend Items 9A to our Form
10-K to reflect this,  consistent  with the language used in amended Item 308(c)
of Regulation S-K. We expect to file the document with the language  included in
the Comment 13 response above.

Form 10-Q for the Quarterly Period ended December 31, 2004

Item 4. Controls and Procedures

Comment  No.  15. We will  amend  Part I, Item 4 of our Form 10-Q for the period
ended December 31, 2004 in accordance with Comment No. 15. We expect to file the
document with the following language:

Item 4. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

     The  Company  maintains  controls  and  procedures  designed to ensure that
information  required to be  disclosed  in the reports  that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within  the time  periods  specified  in the  rules  and  forms of the
Securities  and  Exchange  Commission.  Based  upon  their  evaluation  of those
controls and  procedures  performed as of the end of the period  covered by this
report,  the principal  executive and acting principal  financial officer of the
Company  concluded that disclosure  controls and procedures were effective as of
the end of the period covered by the report.

(b)  Change in internal controls.

     The Company  made no  significant  changes in its  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of the evaluation of those  controls by the principal  executive and acting
principal financial officer.

Comment  No.  16. We will  amend  Part I, Item 4 of our Form 10-Q for the period
ended December 31, 2004 in accordance with Comment No. 16. We expect to file the
document with the language included in the Comment 15 response above.

     Please  feel  free to call me at (631)  694-2929  in  connection  with your
comments and our responses.

                                                               Very truly yours,

                                                               /s/Henry T. Meyer
                                                                  Henry T. Meyer
                                                                 General Counsel

HTM/jr
M-11515Dear

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Mail Stop 0306

March 31, 2005

Dr. Raymond V. Damadian
President, Chief Executive Officer and Chief Financial Officer
Fonar Corporation
110 Marcus Drive
Melville, New York 11747

	RE:	Fonar Corporation
		Form 10-K for the fiscal year ended June 30, 2004
		File No. 0-10248

Dear Dr. Damadian:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Period Ending June 30, 2004

Managements Discussion and Analysis

1. We note that you closed underperforming facilities in fiscal
year
2004.  Supplementally clarify the nature of any closing costs
included in the periods presented and tell us how they were
accounted
for in your financial statements.  Please revise future filings to
quantify the known or expected savings that have resulted from the
closing of these facilities.

Liquidity and Capital Resources

2. In future filings expand to describe the reasons for the
increases
and decreases in the various components of working capital cited
as
impacting cash flow from operations.  In general, when you
describe
the effects of changes in working capital on cash flow from
operations, the reasons for these changes should also be
described.

3. Please revise your disclosure of liquidity in future filing to
describe more fully your overall financial structure, with
particular
emphasis on agreements between Fonar and related entities.
Transactions, arrangements and relationships with unconsolidated
entities that are reasonably likely to affect liquidity should be
fully disclosed.

4. As a related matter, revise future filings to discuss the
financial terms of the management contracts and detailed
disclosure
of the financial terms of individually material agreements.

Consolidated Statement of Cash Flows

5. Cash flows associated with securities classified as available-
for-
sale should be presented gross, as contemplated in paragraph 18 of
SFAS 115.  That is, in future filings, please revise to separately
present cash flows from purchases, sales and maturities of
available-
for-sale securities as separate line item in the cash flow
statements.

Notes to Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition
6. We note that agreements with MRI facilities are for one-year
terms
and are based on the number of procedures performed.  We also note
that fees are reviewed on an annual basis and adjusted by mutual
agreement.  Tell us more about this review.  Are you obligated to
make-up any losses of the MRI facilities?  Please discuss.

7. Please tell us how you recognize revenue for equipment and
services to entities under common control.  Do the terms differ
from
sales to unaffiliated companies or partnerships?  Are you
recognizing
a profit on transactions with entities owned by Dr. Damadian or
his
family members?  Please explain.  Demonstrate that your accounting
complies with GAAP.

8. Tell us how you recognize revenue for new products where
financial
reimbursement is not guaranteed.  Specifically tell us how you
estimate the reimbursement from third parties. Quantify the
adjustment made to the estimate recorded and final settlements
during
the periods presented.

Note 3. Management Agreements

9. Provide us with your impairment analysis as of June 30, 2004.
Explain how you determined that the management agreements were not
impaired and that a 20-year benefit is still appropriate.  Refer
to
the guidance upon which you relied.

Note 11. Capital Stock

10. Supplementally describe how you account for stock paid for
goods
and services and non-employees.  In future filings, revise to
provide
any disclosures required by SFAS 123 and EITF 96-18.

Note 16. Commitments and Contingencies

11. Revise future filings to disclose all material commitments and
guarantees of the management companies to the medical practices
and
any material amounts that may be paid under those arrangements.

Note 21. Quarterly Financial Data

12. We note that selling, general and administrative expenses and
other income for the fourth quarter 2004 included approximately
$344,000 and $215,000 of expenses and other income related to the
prior three quarters.  Also, we note that an impairment loss of
$795,237 related to a facility that was closed in the second
quarter
of fiscal year 2004 was recorded in the fourth quarter 2004.
Supplementally advise us how you gained assurance to the accuracy
of
your quarterly information.  Would this matter impact the
company`s
internal control over financial reporting?  Please advise.

Item 9A. Controls and Procedures
13. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "except as described above."
Given the exceptions noted, it remains unclear whether your chief
executive officer and chief financial officer have concluded that
your disclosure controls and procedures are effective.  Please
revise
your disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures.  For example, if true, you can state that your
disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.

14. Please revise your disclosure concerning changes in your
internal
control over financial reporting to also indicate whether there
was
any change in your internal control over financial reporting that
occurred that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting,
consistent with the language used in amended Item 308(c) of
Regulation S-K.

Form 10-Q for the quarterly period ended December 31, 2004

Item 4. Controls and Procedures
15. We note your disclosure that your principal executive and
acting
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days of the filing date of
your
report.  Please amend your filings to disclose management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the report.
Refer to Item 307 of Regulation S-K and Part II.F of Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports,
Release
No. 33-8238, available on our website at
www.sec.gov/rules/final/33-
8238.htm.

16. We note your statement that your principal executive and
acting
principle financial officer have concluded "that disclosure
controls
and procedures were adequate."  It does not appear that your
certifying officers have reached a conclusion that your disclosure
controls and procedures are effective. Please revise to address
your
officers` conclusion regarding the effectiveness of your
disclosure
controls and procedures.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact Dennis Hult, Staff Accountant, at (202) 942-
2812 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1931 with any other questions.  In this regard, do not
hesitate
to contact Brian Cascio, Accounting Branch Chief, at (202) 942-
1791.

							Sincerely,

							Angela Crane
							Reviewing Accountant

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Dr. Raymond V. Damadian
Fonar Corporation
March 31, 2005
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