FONAR CORP
8-K/A, 1997-09-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                                     FORM 8

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                       AMENDMENT TO APPLICATION OR REPORT

         Filed pursuant to Section 12, 13, or 15 (d) of THE SECURITIES

                              EXCHANGE ACT OF 1934


                                FONAR CORPORATION

               (Exact name of registrant as specified in charter)

                           Commission File No. 0-10248

                                 AMENDMENT NO. 1

          The  undersigned   registrant   hereby  amends  the  following  items,
     financial  statements,  exhibits or other portions of its Current Report on
     Form 8-K (Date of Earliest Event  Reported:  June 30, 1997) as set forth in
     the pages attached hereto:

          Item 7  (Financial  Statements  and  Exhibits):  Amended  to  add  the
     financial  statements  and  information  required  by Item 7 of Form 8-K in
     connection with the acquisition described in the Form 8-K.

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the registrant has duly caused this Amendment to be signed on its behalf by
     the undersigned, thereunto duly authorized.


                                              FONAR CORPORATION
                                               (Registrant)


                                       By: /s/ Raymond V. Damadian
                                           Raymond V. Damadian
                                           President & Chairman

Date:  September 15, 1997





Item 7.  Financial Statements and Exhibits

         (Exhibits previously filed)

<PAGE>

                          AFFORDABLE DIAGNOSTICS, INC.
                                 AND AFFILIATES


                            COMBINED FINANCIAL REPORT


                                  JUNE 30, 1997



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                       INDEX TO COMBINED FINANCIAL REPORT
                                  JUNE 30, 1997






                                                                       Page Nos.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                     1


COMBINED BALANCE SHEETS                                                      2
          As of June 30, 1997 and 1996


COMBINED  STATEMENTS OF INCOME                                               3
     For the Years Ended June 30, 1997 and 1996
     and For the Period from Inception
     (December 14, 1994) to June 30, 1995


COMBINED  STATEMENTS OF EQUITY                                               4
     For the Years Ended June 30, 1997 and 1996
     and For the Period from Inception (December 14, 1994)
     to June 30, 1995


COMBINED STATEMENTS OF CASH FLOWS                                            5
     For the Years Ended June 30, 1997 and 1996 and For the Period
     from Inception (December 14, 1994) to June 30, 1995


NOTES TO COMBINED FINANCIAL REPORT                                        6 - 14






<PAGE>


To the Board of Directors and Owners
  of Affordable Diagnostics, Inc. and Affiliates



                        REPORT OF INDEPENDENT ACCOUNTANTS


     We have  audited the  accompanying  combined  balance  sheet of  Affordable
     Diagnostics,  Inc. and Affiliates  (the  "Company") as of June 30, 1997 and
     1996 and the related combined statements of income,  equity, and cash flows
     for the  years  ended  June  30,  1997 and  1996  and for the  period  from
     inception (December 14, 1994) to June 30, 1995. These financial  statements
     are the responsibility of the Company's  management.  Our responsibility is
     to express an opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
     standards.  Those  standards  require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material  misstatement.  An audit includes  examining,  on a test basis,
     evidence   supporting   the  amounts  and   disclosures  in  the  financial
     statements. An audit also includes 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 combined financial statements referred to above present
     fairly,  in all  material  respects,  the  combined  financial  position of
     Affordable  Diagnostics,  Inc. and Affiliates at June 30, 1997 and 1996 and
     the combined results of their operations and their cash flows for the years
     ended June 30,  1997 and 1996 and for the period from  inception  (December
     14,  1994)  to  June  30,  1995,  in  conformity  with  generally  accepted
     accounting principles.

     As more fully discussed in Note 2 to the financial statements,  the Company
     was merged with a subsidiary of U.S. Health Management  Corporation,  which
     in turn is a wholly-owned subsidiary of FONAR Corporation.






                                           /S/ TABB, CONIGLIARO & McGANN, P.C.
                                           TABB, CONIGLIARO & McGANN, P.C.

New York, New York
September 9, 1997



<PAGE>







                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                             COMBINED BALANCE SHEETS


                                                              June 30,
                                                      ------------------------
                                                         1997          1996
                                                      ----------    ----------
                                   ASSETS

CURRENT ASSETS
  Cash and cash equivalents                           $    1,833    $    -
  Accounts receivable - net of allowance for
    uncollectible accounts of $1,882,364 and
    $892,594 at 1997 and 1996, respectively            1,195,912       570,140
                                                      ----------    ----------

      TOTAL CURRENT ASSETS                             1,197,745       570,140

EQUIPMENT AND LEASEHOLD IMPROVEMENTS -  at cost,
  net of accumulated depreciation and amortization       800,825       386,211

EQUIPMENT UNDER CONSTRUCTION                             315,000         -

OTHER ASSETS                                              19,906         7,500
                                                      ----------    ----------

      TOTAL ASSETS                                    $2,333,476    $  963,851
                                                      ==========    ==========


                           LIABILITIES AND EQUITY

CURRENT LIABILITIES
  Cash overdraft                                      $    -        $   20,819
  Accounts payable and accrued liabilities                84,762        57,116
  Current maturities of capital lease obligations        103,420         -
  Due to officers/shareholders                             -             2,873
  Construction loan                                      315,000         -
                                                      ----------        ------

      TOTAL CURRENT LIABILITIES                          503,182        80,808

CAPITAL LEASE OBLIGATIONS, net of current
  maturities                                             420,484         -

DEFERRED RENT PAYABLE                                     81,900        40,375
                                                      ----------    ----------

      TOTAL LIABILITIES                                1,005,566       121,183
                                                      ----------    ----------

COMMITMENTS AND CONTINGENCIES

EQUITY
  Common stock                                             2,000         2,000
  Paid-in capital                                        200,000       200,000
  Retained earnings                                          563           563
  Members' equity                                      1,097,847       612,605
  Partners' capital                                       27,500        27,500
                                                      ----------    ----------

      TOTAL EQUITY                                     1,327,910       842,668
                                                      ----------    ----------

      TOTAL LIABILITIES AND EQUITY                    $2,333,476    $  963,851
                                                      ==========    ==========

The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.


<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                          COMBINED STATEMENTS OF INCOME








                                        For the Years Ended       For the Period
                                              June 30,            from Inception
                                      ---------------------- (December 14, 1994)
                                         1997           1996    to June 30, 1995
                                      ----------    ---------- -----------------

FEE REVENUE - NET                     $3,035,037    $1,385,837       $  206,563

OPERATING COSTS                       (2,075,686)     (719,501)        (109,495)

GENERAL AND ADMINISTRATIVE
    EXPENSES                            (654,088)     (353,731)         (96,505)
                                      ----------    ----------       ----------

    OPERATING INCOME                     305,263       312,605              563

INTEREST EXPENSE                          70,021         -                -
                                      ----------    ----------        ---------

    INCOME BEFORE PROVISION FOR
      INCOME TAXES                       235,242       312,605              563

PROVISION FOR INCOME TAXES                 -             -                -
                                      ----------    ----------        ---------

     NET INCOME                       $  235,242    $  312,605       $      563
                                      ==========    ==========       ==========



























The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.


<PAGE>

<TABLE>

                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                          COMBINED STATEMENTS OF EQUITY
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995





<CAPTION>

                               Common          Paid-in           Retained           Partners'        Members'
                               Stock           Capital           Earnings           Capital          Equity             Total

<S>                               <C>         <C>               <C>                <C>             <C>               <C>
Issuance of common stock          2,000       $    -            $    -             $    -          $    -            $    2,000
Capital contribution              -              200,000             -                  -               -               200,000
Net income                        -                -                   563              -               -                   563
                             ----------       ----------        ----------         ----------      ----------        ----------

  Balance at June 30, 1995        2,000          200,000               563              -               -               202,563

Partners' contribution            -                -                 -                 27,500           -                27,500
Members' contribution             -                -                 -                  -             300,000           300,000
Net income                        -                -                 -                  -             312,605           312,605
                             ----------       ----------        ----------         ----------      ----------        ----------

  Balance at June 30, 1996        2,000          200,000               563             27,500         612,605           842,668

Members' contribution             -                -                 -                  -             250,000           250,000
Net income                        -                -                 -                  -             235,242           235,242
                             ----------       ----------        ----------         ----------      ----------        ----------

  Balance at June 30, 1997        2,000       $  200,000        $      563         $   27,500      $1,097,847        $1,327,910

                             ==========       ==========        ==========         ==========      ==========        ==========
</TABLE>












The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.


<PAGE>

<TABLE>

                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                        COMBINED STATEMENTS OF CASH FLOWS

<CAPTION>


                                                       For the Years Ended                   For the Period
                                                             June 30,                        from Inception
                                                     --------------------------        (December 14, 1994) to
                                                        1997            1996                June 30, 1995
                                                     ----------      ----------        ------------------

<S>                                                  <C>             <C>                     <C>
Net income                                           $  235,242      $  312,605              $      563
Adjustments to reconcile net income
  to net cash used in operating
  activities:
    Depreciation and amortization                       164,628          90,424                  25,482
    Provision for uncollectible
      accounts                                          989,770         857,101                  35,493
    Deferred rent payable                                41,525          29,900                  10,475
                                                     ----------      ----------              ----------
                                                      1,431,165       1,290,030                  72,013
    Changes in operating assets and liabilities:
        Accounts receivable                          (1,615,542)     (1,293,524)               (169,210)
        Other assets                                    (12,406)         (5,241)                 (2,259)
        Accounts payable and
          accrued liabilities                            27,646          15,565                  41,551
        Due to officers
          shareholders                                   (2,873)        (17,624)                 20,497
                                                     ----------      ----------              ----------

       NET CASH USED IN OPERATING
         ACTIVITIES                                    (172,010)        (10,794)                (37,408)
                                                     ----------      ----------              ----------

CASH USED IN INVESTING ACTIVITIES
    Purchase of equipment and
      leasehold improvements                           (333,753)       (349,709)               (152,408)
                                                     ----------      ----------              ----------

CASH FLOWS FROM FINANCING
  ACTIVITIES
    Proceeds from issuance of
      common stock                                        -               -                       2,000
    Capital contributions                                 -               -                     200,000
    Proceeds from members'
      contribution                                      250,000         300,000                   -
    Proceeds from partners'
      contribution                                        -              27,500                   -
    Proceeds from capital lease                         349,738           -                       -
    Repayment of capital lease
      obligations                                       (71,323)          -                       -
                                                     ----------      ----------              ------

    NET CASH PROVIDED BY FINANCING
      ACTIVITIES                                        528,415         327,500                 202,000
                                                     ----------      ----------              ----------

NET INCREASE (DECREASE) IN CASH                          22,652         (33,003)                 12,184

CASH AT BEGINNING OF THE PERIOD                         (20,819)         12,184                   -
                                                     ----------      ----------              ----------

CASH AT END OF THE PERIOD                            $    1,833      $  (20,819)             $   12,184
                                                     ==========      ==========              ==========


The  accompanying   notes  are  an  integral  part  of  the  combined  financial
statements.
</TABLE>


<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 1 - DESCRIPTION OF BUSINESS

               Affordable  Diagnostics,  Inc.  (herein  referred to as "ADI" and
               collectively with its affiliated  companies as the "Company"),  a
               New York corporation,  was incorporated on December 14, 1994. The
               Company  operates and manages three  magnetic  resonance  imaging
               centers,   one  out-patient  primary  care  clinic  and  provides
               management services including administration, accounting, billing
               and collection to primary care providers.

     NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

               Basis of Presentation
               ---------------------

               The combined financial statements include the accounts of ADI and
               the following companies affiliated through common ownership:

                           Bronx Diagnostic Imaging, LLC ("Bronx")
                           Yonkers Diagnostic Imaging, LLC ("Yonkers")
                           N.E. Medical Billing Services, Inc. ("NE")
                           Magnetic Connections - a partnership ("Magnetic")

               All significant  intercompany balances and transactions have been
               eliminated in combination.

               Effective  June 30, 1997,  ADI entered  into a merger  agreement,
               whereby  ADI merged  with and into a  subsidiary  of U.S.  Health
               Management Corporation ("HMC"), which, in turn, is a wholly-owned
               subsidiary of FONAR Corporation ("FONAR"). Pursuant to the merger
               agreement,  shareholders  of ADI  received  2,740,000  shares  of
               common  stock  of  FONAR,  of which  1,764,000  are to be held in
               escrow  pending  registration  of the shares under the Securities
               Act of 1933. In addition, 576,000 shares are to be held in escrow
               contingent upon ADI achieving  certain defined  financial  goals.
               The remaining  400,000 shares may be sold by the  shareholders of
               ADI subject to certain daily trading volume restrictions.

               Concurrent  with  the  merger  agreement,  ADI  entered  into  an
               agreement, whereby ADI purchased all of the assets and properties
               of Bronx,  Yonkers,  NE and Magnetic,  including  its  equipment,
               accounts receivable, contracts and books and records.

               The   accompanying   balance   sheets   reflect  the  assets  and
               liabilities of the Company  immediately  prior to the merger with
               HMC and acquisition by ADI.



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

               The   preparation  of  the  combined   financial   statements  in
               conformity with generally accepted accounting principles 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  combined  financial
               statements and accompanying notes. The most significant estimates
               relate to accounts receivable  allowances,  contingencies and the
               useful  lives of  equipment.  In  addition,  healthcare  industry
               reforms and  reimbursement  practices will continue to impact the
               Company's   operations   and  the   determination   of  allowance
               estimates. Actual results could differ from those estimates.

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

               For the  Company's  diagnostic  imaging  centers and  out-patient
               primary care clinic,  agreements have been entered into with five
               Medical  Practices  (the  "PC's")  pursuant  to which the Company
               provides management  services,  office space,  diagnostic imaging
               equipment,  other medical equipment and non-medical  personnel to
               the PC's.  The  agreements  have terms of up to 10 years.  The PC
               pays a fee based on the  services  provided  and the usage of the
               equipment and premises (on a per procedure or per patient  basis)
               of the  diagnostic  equipment.  These fees are  recognized on the
               accrual basis as earned (see Note 3).

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

               For  financial  statement  purposes,  cash and  cash  equivalents
               include short-term investments with a maturity of three months or
               less.

               Equipment and Leasehold Improvements
               ------------------------------------

               Medical equipment, office furniture and equipment are depreciated
               on the straight-line basis over the estimated useful lives of the
               assets (5 to 7 years).  Leasehold improvements are amortized over
               the  shorter  of the term of the lease or the life of the  asset.
               Expenditures   for   maintenance   and  repairs  are  charged  to
               operations. Renewals and betterments are capitalized.



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

               Accounting for Impairment in Long-Lived Assets
               ----------------------------------------------

               The Financial Accounting Standards Board ("FASB") has issued SFAS
               No. 121,  "Accounting for the Impairment of Long-Lived Assets and
               for  Long-Lived  Assets  Being  Disposed  of",  which the Company
               adopted on July 1, 1996. This statement  requires that long-lived
               assets and  identifiable  intangibles  be reviewed for impairment
               whenever events or changes in circumstances indicate the carrying
               amounts  of the  assets  may not be  recoverable.  In  evaluating
               recoverability,  the  Company  estimates  the  future  cash flows
               expected to result from the asset and its  eventual  disposition.
               If the sum of  future  undiscounted  cash  flows is less than the
               carrying  amount of the asset,  an impairment loss is recognized.
               No such loss was  recognized  in the  financial  statements.  The
               Company  reviews its long-lived  assets for  impairment  whenever
               events or changes in  circumstances  indicate  that the  carrying
               amount of an asset may not be  recoverable.  In  performing  this
               review,  the Company  estimates the future cash flows expected to
               result from the use of the asset and its eventual disposition.

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

               For the periods  through  June 30, 1997,  ADI and its  affiliates
               were either  limited  liability  corporations,  partnerships,  or
               elected to be treated as S corporations for federal and state tax
               purposes.  Consequently,  the  Company was not subject to federal
               income taxes because the owners  include the Company's  income in
               their own  personal  income tax return.

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

               Cash and cash equivalents,  accounts receivable, accounts payable
               and accrued  liabilities  and loans  payable are reflected in the
               accompanying  balance sheets at amounts  considered by management
               to reasonably approximate fair value.



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 3 - ACCOUNTS RECEIVABLE/CONCENTRATION OF CREDIT RISK

               The accounts  receivable  balance as of June 30, 1997 and 1996 is
               comprised of amounts receivable from five PC's. Collection by the
               Company  of its  usage  fees  from  the  PC's is based on the net
               realizability of the accounts receivable of the PC's. The Company
               maintains a security interest in all receivables billed on behalf
               of the PC's. A significant  portion of the PC's  receivables  are
               concentrated    among   third   party    medical    reimbursement
               organizations, principally insurance carriers, including Worker's
               Compensation and no-fault insurance.  In addition,  the PC's also
               render  services  for which  collection  is  contingent  upon the
               settlement  of pending  personal  injury  litigation  (letters of
               protection).   Payments   for   services   covered  by   Workers'
               Compensation  and no-fault  insurance  and letters of  protection
               generally have long collection  cycles. The Company considers the
               aging of the accounts  receivable  in  determining  the amount of
               allowance for uncollectible accounts.

     NOTE 4 - EQUIPMENT AND LEASEHOLD IMPROVEMENTS

               Equipment  and leasehold  improvements  at June 30, 1997 and 1996
               consisted of the following:

                                                  1997              1996
                                               ----------        ----------

               Medical equipment               $  543,106        $  337,170
               Medical equipment under
                 capital lease                    245,489             -
               Office equipment                    17,188             -
               Leasehold improvements             275,576           164,947
                                               ----------        ----------
                                                1,081,359           502,117
               Less: Accumulated depreciation     280,534           115,906
                                               ----------        ----------

                                               $  800,825        $  386,211
                                               ==========        ==========

               The equipment under capital lease had a book value of $234,441 at
               June 30, 1997.

               Depreciation  and  amortization  charged to expense  amounted  to
               $164,628,  $90,424  and $25,482 for the years ended June 30, 1997
               and 1996 and for the period from inception (December 14, 1994) to
               June 30, 1995, respectively.



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 5 - EQUIPMENT UNDER CONSTRUCTION

               On October 3, 1996,  the  Company  entered  into a contract  with
               Vision Medical Services, Inc. to promote and install a picker 1.0
               HPQ system within an MRI mobile  trailer.  The contract  price of
               $525,000 is being financed  through a construction  loan with DVI
               Financial Services,  Inc. ("DVI").  The loan provides for monthly
               payments of interest  only (11.5% at June 30, 1997) at 3.0% above
               prime. Upon acceptance of the equipment, repayment of the loan is
               to be negotiated at mutually agreed upon terms. At all times, DVI
               will maintain a security  interest in the  equipment.  As of June
               30, 1997, $315,000 had been advanced under the loan agreement.

     NOTE 6 - CAPITAL LEASE OBLIGATIONS

               Capital lease  obligations at June 30, 1997 and 1996 consisted of
               the following:

                                                         Amount         Amount
                                                       Due Within     Due After
                                                        One Year       One Year
                                                       ----------     ---------
               a)  Medical equipment - DVI Financial
                     Services, Inc.                    $   65,342     $  259,981
               b)  Medical equipment - DVI Financial
                     Services, Inc.                        25,911        106,129
               c)  Medical equipment - others              12,167         54,374
                                                       ----------     ----------

                       Total                           $  103,420     $  420,484
                                                       ==========     ==========


               a)   During the year ended June 30,  1997,  the  Company  entered
                    into a  capital  lease  transaction  pursuant  to which  the
                    Company received  $349,738 to fund the purchase of equipment
                    and for  working  capital.  The lease  calls for  payment of
                    $8,477 per month, including interest of 12.3% through August
                    31, 2001, is  collateralized by the related equipment and is
                    personally guaranteed by the members of Bronx.

               b)   The Company has an obligation  under a capital lease for the
                    purchase  of medical  equipment  aggregating  $151,364.  The
                    lease  calls for  payments  of $3,378 per  month,  including
                    interest of 12.15% through August 2001, is collateralized by
                    the related  equipment and is  personally  guaranteed by the
                    members of Bronx.



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 6 - CAPITAL LEASE OBLIGATIONS (Continued)

               c)   The Company has obligations under various capital leases for
                    the purchase of medical equipment  aggregating  $94,125. The
                    leases  call for  payments  of $1,760 per  month,  including
                    interest at rates averaging 13.0%, expiring at various dates
                    through  May 2002,  and are  collateralized  by the  related
                    equipment  and are  personally  guaranteed by the members of
                    Bronx.

               Minimum  future  lease  payments  due  under  the  capital  lease
               obligations as of June 30, 1997 are as follows:

                           Year Ending
                            June 30,                                    Amount
                            --------                                  ----------
                               1998                                   $  162,226
                               1999                                      162,226
                               2000                                      162,226
                               2001                                      162,226
                               2002                                       24,218
                                                                      ----------
                                                                         673,122
                           Less:  Amount representing interest           149,218
                                                                      ----------

                           Present value of minimum lease payments       523,904
                           Less:  Current maturities                     103,420
                                                                      ----------
                                                                      $  420,484
                                                                      ==========

     NOTE 7 - EQUITY

               Common Stock - No Par Value
               ---------------------------

               Common stock - no par value - at June 30, 1997 and 1996 consisted
               of the following:

                                                          1997           1996
                                                       ----------      ---------

               Affordable Diagnostics, Inc.:
                 400 shares authorized, issued and
                 outstanding                           $    1,000    $    1,000

               NE Medical Billing Services, Inc.:
                 400 shares authorized, issued and
                 outstanding                                1,000         1,000
                                                       ----------    ----------

                       Total                           $    2,000    $    2,000
                                                       ==========    ==========



<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 8 - COMMITMENTS AND CONTINGENCIES

               Leases/Related Party Transactions
               ---------------------------------

               The Company rents four operating facilities under long-term lease
               agreements,  one of which is with an entity owned by the officers
               /owners of the  Company.  The leases  call for  monthly  payments
               aggregating  $14,206 and expire at various dates  through  August
               2001. The leases generally  require the Company to pay utilities,
               taxes, insurance, and other costs. The leases include a provision
               for annual increases. The Company has recorded rent expense under
               the  straight-line  method based on the minimum rent payable over
               the period of the lease.

               At June 30,  1997,  the Company  has  obligations  under  various
               operating leases for automobiles,  office and medical  equipment.
               The  leases  call  for  minimum  monthly   payments   aggregating
               approximately  $7,010 and expire at various dates through  August
               2001.

               Future  minimum lease  payments for all  operating  leases are as
               follows:

                             Year Ending
                              June 30,                                Amount
                             ----------                             ----------
                                 1998                               $  254,670
                                 1999                                  268,368
                                 2000                                  279,625
                                 2001                                  257,411
                                 2002                                  137,098
                             2003 and thereafter                       520,111
                                                                    ----------

                                                                    $1,717,283
                                                                    ==========

               Service Contracts
               -----------------

               As of June 30, 1997, the Company  entered into service  contracts
               with FONAR  Corporation  for their MRI  scanners.  The  contracts
               require  monthly  payments  aggregating  $20,235  and  expire  at
               various dates through December 31, 2002.

               Marketing Contracts
               -------------------

               On  December  1,  1996,   the  Company   entered  into  marketing
               agreements  with  two  companies   requiring   monthly   payments
               aggregating  $20,000. The term of the contracts are for ten years
               and may be cancelled by either party by giving 30-day notice.




<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 8 - COMMITMENTS AND CONTINGENCIES (Continued)

               Related Party Transactions
               --------------------------

               During the years  ended June 30, 1997 and 1996 and for the period
               from inception  (December 14, 1994) to June 30, 1995, the Company
               paid  to  entities  owned  by the  officers  of the  Company  the
               following costs and expenses:

                                         For the Years Ended     For the Period
                                              June 30,            from Inception
                                       --------------------- (December 14, 1994)
                                          1997          1996    to June 30, 1995
                                       ----------    ----------   --------------

               Rent                    $   37,000    $   32,000       $   15,000
               Reimbursement of
                 lease payments -
                 equipment                 26,000         1,000            -
               Capital expenditures         2,000       274,000          139,000
                                       ----------    ----------       ----------

                                       $   65,000    $  307,000       $  154,000
                                       ==========    ==========       ==========

               Risk and Uncertainties
               ----------------------

               The  healthcare  industry is highly  regulated by numerous  laws,
               regulations, approvals and licensing requirements at the federal,
               state and local levels.  Regulatory  authorities  have very broad
               discretion  to interpret  and enforce  these laws and  promulgate
               corresponding   regulation.   The  Company   believes   that  its
               operations  under  agreements  pursuant to which it is  currently
               providing   services  are  in  compliance  with  these  laws  and
               regulations.  However,  there can be no assurance that a court or
               regulatory authority will not take the position to determine that
               the  Company's   operations  may  violate   applicable   laws  or
               regulations.  In such an event,  the  Company's  business and its
               prospects could be materially and adversely affected.

               The  Company  believes  that such  expenses  and costs  paid,  as
               indicated  above,  were on terms no less favorable to the Company
               than what the  Company  could  have  otherwise  received  from an
               unrelated party.


<PAGE>


                   AFFORDABLE DIAGNOSTICS, INC. AND AFFILIATES
                     NOTES TO COMBINED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED JUNE 30, 1997 AND 1996 AND
       FOR THE PERIOD FROM INCEPTION (DECEMBER 14, 1994) TO JUNE 30, 1995




     NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

                                        For the Years Ended     For the Period
                                              June 30,            from Inception
                                       --------------------- (December 14, 1994)
                                         1997          1996     to June 30, 1995
                                      ----------    ----------    --------------

               Cash paid for:
                 Interest             $   97,103    $    -            $    -
                                      ==========    ==========        ==========

                 Taxes                $    -        $    -            $    -
                                      ==========    ==========        ==========



               Non-Cash Transactions
               ---------------------

               For the Year Ending June 30, 1997:

               a)   The Company  entered into capital leases for the purchase of
                    medical equipment aggregating $245,489.

               b)   The Company entered into a construction  loan to finance the
                    purchase of medical equipment. As of June 30, 1997, $315,000
                    was advanced under the agreement.



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