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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                (Amendment No. 2)

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934  For the fiscal year ended June 30, 2007.

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934  For the transition period from ____________
         to ____________.

         Commission file number 0-12697

                             DYNATRONICS CORPORATION
                 (Name of small business issuer in its charter)

           Utah                                          87-0398434
----------------------------------          ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                             7030 Park Centre Drive
                         Salt Lake City, Utah 84121-6618
                         -------------------------------
               (Address of principal executive offices, Zip Code)

Issuer's telephone number  (801) 568-7000

Securities registered under Section 12(b) of the Exchange Act:   None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, no
par value

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes ___  No   X
                                                                -----

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).      Yes            No   X
                                          -------        -----

The issuer's revenues for the fiscal year ended June 30, 2007 were $17,837,104.
The aggregate market value of the voting and non-voting common stock held by
non-affiliates of the issuer was approximately $17.6 million as of September 17,
2007, based on the average bid and asked price on that date.

As of September 17, 2007, there were 13.7 million shares of the issuer's common
stock outstanding.

                       Documents Incorporated by Reference

The issuer hereby incorporates information required by Part III (Items 9, 10, 11
and 14) of this report by reference to the issuer's definitive proxy statement
to be filed pursuant to Regulation 14A and provided to shareholders subsequent
to the filing of this report.

Transitional Small Business Disclosure Format (Check one):  Yes       No   X
                                                                ----     ------

<PAGE>

                                Explanatory Note
                                ----------------

         This amendment is filed for the following reasons: (1) The report of
the independent registered public accounting firm was inadvertently omitted in
the original annual report on Form 10-KSB. Amendment No. 1, which was filed by
the Company to include the report of the independent registered public
accounting firm, did not include those exhibits and items that had been filed
with the original annual report on Form 10-KSB. This Amendment No. 2 includes a
complete set of financial statements along with the accompanying report of
independent registered public accounting firm as provided in Rule 2-02 of
Regulation S-X and Item 310 of Regulation S-B. (2) This Amendment No. 2 also
includes currently dated and signed certifications of the Company's Principal
Executive Officer and Principal Accounting and Financial Officer under Section
906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.1). The certifications filed
with the original report for the year ended June 30, 2007 inadvertently omitted
the date the certifications were signed by the responsible officers. This
amendment also includes updated and currently signed certifications in Exhibits
31.1 and 31.2. No other changes were made to the amended report on Form
10-KSB/A.

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

Item 1.       Description of Business.........................................1
Item 2.       Description of Property.........................................8
Item 3.       Legal Proceedings...............................................9
Item 4.       Submission of Matters to a Vote of Security Holders.............9

                                     PART II

Item 5.       Market for Common Equity, Related Stockholder Matters
              and Small Business Issuer Purchases of Equity Securities........9
Item 6.       Management's Discussion and Analysis or Plan of Operation......11
Item 7.       Financial Statements..........................................F-1
Item 8.       Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure.........................20
Item 8A.      Controls and Procedures........................................20
Item 8B.      Other Information..............................................20

                                    PART III

Item 9.       Directors and Executive Officers of the Registrant.............20
Item 10.      Executive Compensation.........................................20
Item 11.      Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters.....................20
Item 12.      Certain Relationships and Related Transactions.................20
Item 13.      Exhibits.......................................................20
Item 14.      Principal Accountant Fees and Services.........................22
Signatures    ...............................................................23
Certifications  .............................................................24

Unless the context  otherwise  requires,  all references in this report to "we,"
"us," "our," "Dynatronics" or the "Company" include Dynatronics  Corporation,  a
Utah corporation.


                                                         iii

<PAGE>
                                     PART I

Item 1. Description of the Business
        ---------------------------

         When used in this report, the words "believes," "anticipates,"
"expects," and similar expressions are intended to identify forward-looking
statements within the statutory safe harbor provisions of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These statements are subject to risks and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date of this report or to reflect the occurrence of
unanticipated events.

         All references to the financials statements herein refer to the
consolidated financial statements of Dynatronics Corporation, its affiliates and
subsidiaries.

         Dynatronics was organized as a Utah corporation on April 29, 1983. The
principal business of the Company is the design, manufacture, marketing and
distribution of physical medicine products and aesthetic products.

         Dynatronics currently sells approximately 4,000 physical medicine and
aesthetic products. We manufacture approximately 17% of the physical medicine
products and 15% of the aesthetic products in our product line. The remainder of
the product line is manufactured by third parties for whom Dynatronics acts as a
distributor. Physical medicine products accounted for approximately 87% of total
sales revenues in each of the last two fiscal years.

         Sales of Company manufactured physical medicine products in both fiscal
years 2007 and 2006 represented approximately 76% of the Company's physical
medicine product sales with the balance each year sold by the Company as a
distributor. Sales of Company manufactured aesthetic products in fiscal years
2007 and 2006 represented approximately 96% of the Company's aesthetic product
sales each year with the balance sold by the Company as a distributor.

Recent Developments

         For the past 20 years, we have distributed our products in three
primary ways: 1) through a network of independent dealers nationwide and
internationally, 2) through direct relationships with certain national accounts,
and 3) through a full-line catalog. Some of our aesthetic products are sold
through manufacturer representatives or directly to the practitioner by Company
representatives. Recently there has been significant consolidation within the
physical medicine market that is changing the dynamics of our industry. In order
to compete more effectively within the changing marketplace, we moved
aggressively to create a direct channel of distribution. On June 30, 2007, we
acquired our largest independent distributor, Rajala Therapy Sales Associates of
Pleasanton, California. Subsequent to the year ended June 30, 2007, on July 2,
2007, Dynatronics acquired five additional independent distributors: Responsive
Providers, Inc. of Houston, Texas; Therapy and Health Care Products, Inc. of
Girard, Ohio; Cyman Therapy, Inc. of Detroit, Michigan; Al Rice and Associates,
Inc. of Jeffersonville, Indiana; and Theratech, Inc. of Minneapolis, Minnesota.
The vertical integration of these distributors is a key strategic step toward
strengthening and preserving our distribution channels. We believe that these
acquisitions, as they are integrated into our business operations, will provide
Dynatronics with more effective direct distribution of our products in 20
states.

         Subsequent to these acquisitions, we have added new direct sales
persons in Southern California, Louisiana, Kansas, and Oklahoma expanding our
direct sales channels to 22 states.

         In August 2006, the Company began shipping the Dynatron X3, a
stand-alone infrared light therapy unit. Infrared light therapy has been used
for decades in Europe and Asia for treating pain as well as a wide variety of
soft tissue conditions. The Dynatron X3 is capable of operating two Xp infrared
light pads for treating larger areas of the body, or one infrared light therapy
probe and one Xp light pad simultaneously. The X3 device incorporates touch
screen technology for easy interface with the practitioner.

         In August 2006, we also introduced the Elite LT device to the aesthetic
market. This innovative infrared light therapy unit is comparable to the
Dynatron X3 device, but is tailored specifically for the aesthetician market. It
provides on screen tutorials and specific protocols for aesthetic applications
using its interactive touch screen display.

         In September 2006, the Company introduced the DX2 Decompression/Light
therapy device. Combining the pain relieving characteristics of infrared light
therapy, as offered through our new Xp Light Pad, with the traditional benefits
of decompression therapy through traction, makes our DX2 device one of the most


                                        1
<PAGE>

unique devices of its kind on the market. It is designed to provide
practitioners a more efficacious way to relieve pain using combination therapy.
During fiscal year 2007, the Company also introduced a new traction therapy
table, the Dynatron T4, which is used in conjunction with the DX2 Decompression
device.

         In September 2006, the Company introduced a line of proprietary
iontophoresis electrodes with the brand name of "Dynatron Ion" electrodes. These
electrodes replace the line of electrodes the Company previously distributed for
other manufacturers and enjoys improved margins over the previous distributed
products.

         In June 2007, the Company introduced the Dynatron X5 Oscillation
Therapy device. This unique modality combines the effectiveness of
electrotherapy with the beneficial effects of therapeutic massage for treating
pain and increasing local blood circulation. The X5 unit's gross profit margin
as a percent of sales is one of the highest of any of the therapy devices
produced by Dynatronics.

         In July 2007, the new T3 treatment table was introduced to the market.
This three-section table is becoming quite popular due to its unique features
and the tremendous value it provides for practitioners. The metal frames of the
T3 tables are manufactured in Asia for optimal cost savings.

Description of Products Manufactured and/or Distributed by Dynatronics

         Dynatronics manufactures and distributes a broad line of medical
equipment including therapy devices, medical supplies and soft goods, treatment
tables and rehabilitation equipment. In addition, we manufacture and distribute
a line of aesthetic equipment including aesthetic massage and microdermabrasion
devices, as well as skin care products. Our products are used primarily by
physical therapists, chiropractors, sports medicine practitioners, podiatrists,
plastic surgeons, dermatologists, aestheticians and other aesthetic services
providers.

Physical Medicine Products
--------------------------

         Electrotherapy - The therapeutic effects of electrical energy have
occupied an important position in physical medicine for over four decades. There
has been an evolution through the years to use the most effective and painless
waveforms and frequencies for patient comfort and for success in the treatment
of pain and related physical ailments. Medium frequency alternating currents,
which are used primarily in the Company's electrotherapy devices, are believed
to be the most effective and comfortable for patients. Electrotherapy can be
effective in treating chronic intractable pain and/or acute post-traumatic pain,
increasing local blood circulation, relaxation of muscle spasms, prevention or
retardation of disuse atrophy, and muscle re-education.

         Therapeutic Ultrasound - Ultrasound therapy is a process of providing
therapeutic deep heat to soft tissues through the introduction of sound waves
into the body. It is one of the most common modalities used in physical therapy
today for treating pain, muscle spasms and joint contractures.

         Dynatronics markets 15 devices that include electrotherapy, ultrasound
or a combination of both modalities in a single device. The Dynatron 125
ultrasound device and the Dynatron 525 electrotherapy device target the
low-priced segment of the market. The "50 Series Plus" products offer
combinations of electrotherapy and ultrasound modalities at a reasonable cost to
the practitioner. The Dynatron Solaris(TM) products provide our most advanced
technology in combination therapy devices by adding infrared light therapy
capabilities to enhanced electrotherapy and ultrasound combination devices. (See
"Schedule of Therapy Products" below.) Dynatronics intends to continue
development of its electrotherapy and ultrasound technology and remain a leader
in the design, manufacture and sale of therapy devices.

         Infrared Light Therapy - The Company's five Dynatron Solaris units, as
well as the Dynatron 702 and the new Dynatron X3 and DX2 devices, feature
infrared light therapy technology. These units are capable of powering various
cluster probes at different wavelengths for treating a variety of medical
conditions including pain and stiffness associated with arthritis, as well as
muscle and joint pain. In fiscal year 2006, the Company introduced the Dynatron
Xp light pad for treating larger areas of the body via unattended infrared light
therapy. This light pad can be powered by several of the Company's devices
including the Dynatron 702, Dynatron X3 and Dynatron DX2. The benefits of light
therapy have been documented by thousands of research studies published over the
past four decades.

         Oscillation Therapy - Soft tissue oscillation therapy has been used in
Europe for over 15 years, yet is relatively new to the United States market. The
Dynatron X5 Oscillation Therapy device creates an electrostatic field within the
patient, resulting in a highly effective treatment for pain. Not only does it
reduce pain, but it decreases muscle soreness and muscle spasm while also
improving circulation.


                                        2
<PAGE>

         Iontophoresis - Iontophoresis uses electrical current to transdermally
deliver drugs such as lidocaine for localized treatment of inflammation without
the use of needles. In fiscal year 2006, the Company developed its own
proprietary iontophoresis device - the Dynatron iBox - which is capable of
delivering two treatments simultaneously. In addition, the Company began
distribution in September 2006 of a line of proprietary iontophoresis electrodes
with the brand name of Dynatron Ion electrodes. These electrodes replace the
line of electrodes the Company previously distributed for Life-Tech and Naimco.

         The following chart lists the therapy device products manufactured
and/or distributed by the Company.

                          Schedule of Therapy Products
                 Manufactured and/or Distributed by Dynatronics

      Product Name                      Description
      ------------                      -----------
    Dynatron(R) 125                Ultrasound
    Dynatron(R) 525                Electrotherapy
    Dynatron(R) 150 Plus**         Ultrasound
    Dynatron(R) 550 Plus**         Multi-modality Electrotherapy
    Dynatron(R) 650 Plus**         Multi-modality Electrotherapy
    Dynatron(R) 850 Plus**         Combination Electrotherapy/Ultrasound
    Dynatron(R) 950 Plus**         Combination Electrotherapy/Ultrasound
    Dynatron(R) STS                Electrotherapy for Chronic Pain
    Dynatron(R) STS Rx             Electrotherapy for Chronic Pain
    Dynatron(R) STSi               Multi-modality Electrotherapy for Chronic
                                   Pain
    Dynatron Solaris(TM) 701       Ultrasound with Infrared Light Therapy
    Dynatron 702                   Infrared Light Therapy
    Dynatron Solaris(TM) 705       Electrotherapy with Infrared Light Therapy
    Dynatron Solaris(TM) 706       Electrotherapy with Infrared Light Therapy
    Dynatron Solaris(TM) 708       Combination Electrotherapy/Ultrasound with
                                   Infrared Light Therapy
    Dynatron Solaris(TM) 709       Combination Electrotherapy/Ultrasound with
                                   Infrared Light Therapy
    Dynatron Solaris(TM) 880       Accessory Infrared Light Probe
    Dynatron Solaris(TM) 890       Accessory Infrared Laser Light Probe
    Dynatron X3                    Infrared Light Therapy
    DX2                            Combination Traction with Infrared Light
                                     Therapy
    Dynatron X5                    Oscillation Therapy
    Dynatron iBox                  Iontophoresis
    Dynatron TX900                 Traction Therapy
- ---------------------

Dynatron(R) is a registered trademark (#1280629) owned by Dynatronics ** "50
Series Plus" Product Line

         Medical Supplies and Soft Goods - We currently manufacture over 700
medical supply and soft good products including: hot packs, cold packs, therapy
wraps, wrist splints, ankle weights, lumbar supports, cervical collars, slings,
cervical pillows, back cushions, weight racks, and parallel bars. We also
distribute products such as: hot and cold therapy products, exercise balls,
lotions and gels, paper products, athletic tape, canes and crutches, reflex
hammers, stethoscopes, splints, elastic wraps, exercise weights, Thera-Band(R)
(a registered mark of Hygenic Corp.) tubing, walkers, treadmills, stair
climbers, heating units for hot packs, whirlpools, gloves, electrodes,
Transcutaneous Electrical Nerve Stimulation or "TENS" devices, and traction
equipment. As a result of the acquisition of six independent distributors in
June and July, 2007, the Company significantly expanded the number of products
it now distributes to include more capital exercise equipment, massage therapy
products, chiropractic tables, and portable electrotherapy products.



                                        3
<PAGE>

         Dynatronics markets its products through direct sales representatives,
independent dealers and through a product catalog. We continually seek to update
our line of manufactured and distributed medical supplies and soft goods.

         Treatment Tables and Rehabilitation Equipment - Dynatronics
manufactures and distributes motorized and manually operated physical therapy
treatment tables, rehabilitation parallel bars, and other specialty
rehabilitation products.

Aesthetic Products
------------------

         Dynatronics manufactures and markets a line of aesthetic products under
the brand name of Synergie. The Synergie Aesthetic Massage System (AMS) applies
therapeutic vacuum massage to skin and subcutaneous tissues to achieve a
temporary reduction in the appearance of cellulite as well as reducing the
circumferential body measurements of the treated areas.

         The results of a Company-sponsored research study show that 91% of
Synergie participants experienced a reduction in the appearance of cellulite. In
addition, participants on average reported a cumulative reduction of six-inches
in girth around the hips, thighs, and waist.

         The Company also manufactures and markets the Synergie
microdermabrasion device (MDA) as a companion to the Synergie AMS device. The
Synergie MDA device gently exfoliates the upper layers of skin, exposing softer,
smoother skin. In conjunction with the Synergie MDA device, the Company offers a
unique line of skin care products under the trade name: Calisse,(TM) which are
designed to enhance the effects of the Synergie MDA treatments.

         In January 2004, we introduced the Synergie LT device which provides
light therapy for aesthetic applications. Light therapy is becoming popular in
spas and health clubs for improving skin tone and appearance. Combining elements
of the AMS vacuum massage techniques with microdermabrasion and Synergie LT for
light therapy has provided aestheticians with the ability to provide an enhanced
"ultimate facial" available only with the use of Synergie devices.

Allocation of Sales Among Key Products

         No product accounted for more than 10% of the Company's revenues during
fiscal years 2007 and 2006.

Patents and Trademarks

         Dynatronics holds a patent on the "Target" feature of its
electrotherapy products that will remain in effect until April 4, 2008, a patent
on the multi-frequency ultrasound technology that will remain in effect until
June 2013, and a patent on the microdermabrasion device that will remain in
effect until February 2020. In addition, we hold a patent on the STS technology
for treating chronic pain that will remain in effect until July 17, 2021 and a
patent on the combination of our aesthetic massage and microdermabrasion
technologies that will remain in effect until May 11, 2019. We also hold two
design patents on the microdermabrasion device that will remain in effect until
November 2015. Two additional patent applications pertaining to the Company's
infrared light therapy technology and combination traction/light therapy
technology have been filed with the U.S. Patent and Trademark Office and are
currently pending. One of these patents received a notice of allowance in August
2007 and will be issued during fiscal year 2008. Dynatronics owns the exclusive,
worldwide rights (under a license agreement) to a second existing patent on the
STS technology for the treatment of chronic pain.

         The trademark "Dynatron" has been registered with the United States
Patent and Trademark Office. In addition, U.S. trademark registrations have been
obtained for the trademarks: "Synergie," "Synergie Peel," "Sympathetic Therapy,"
and "Dynatron Solaris," and trademark registration has been obtained or is now
pending for various other product trademarks. Company materials are also
protected under copyright laws, both in the United States and internationally.

Warranty Service

         The Company warrants all products it manufactures for time periods
ranging in length from 90 days to five years from the date of sale. Warranty
service is provided from the Company's Salt Lake City, Utah and Chattanooga,
Tennessee facilities according to the service required. These warranty policies
are comparable to warranties generally available in the industry. Warranty
claims as a percentage of gross sales were not material in fiscal years 2007 and
2006.

         Products distributed by Dynatronics carry warranties provided by the
manufacturers of those products. We do not generally supplement these warranties
or provide warranty services for distributed products. We also sell accessory
items for our manufactured products that are supplied by other manufacturers.
These accessory products carry warranties from their original manufacturers
without supplement from Dynatronics.



                                        4
<PAGE>

Customers and Markets

         Dynatronics' products are sold primarily to licensed practitioners such
as physical therapists, chiropractors, podiatrists, sports medicine specialists,
medical doctors, hospitals, plastic surgeons, dermatologists and aestheticians.
As a result of the acquisition of six dealers and the appointment or hiring of
other sales representatives, Dynatronics now has 37 direct sales representatives
selling our products in 22 states. Additionally, Dynatronics works through a
network of over 275 independent dealers throughout the United States and
internationally. The dealers purchase and take title to the products, which they
then sell to the licensed practitioners mentioned above.

         The Company has entered into direct sales relationships with a few
national and regional chains of physical therapy clinics and hospitals. We sell
our products directly to these clinics and hospitals pursuant to preferred
pricing arrangements. We also have preferred pricing arrangements with key
dealers who commit to purchase certain volumes and varieties of products. No
single dealer or national account or group of related accounts was responsible
for 10% or more of total sales in fiscal years 2007 or 2006.

         Dynatronics exports products to approximately 30 different countries.
International sales (i.e., sales outside North America) totaled $711,490 in
fiscal year 2007 compared to $1,040,930 in fiscal year 2006. This 32% decline in
international sales was due primarily to reduced sales of aesthetic products
internationally. The Company is working to establish effective distribution for
its products in international markets. Our Salt Lake City facility is certified
to the ISO 13485 quality standard for medical device manufacturing. Many of the
Company's therapy devices carry the CE Mark, a designation required for
marketing products in the European community that signifies the device or
product was manufactured pursuant to a certified quality system. The Company has
no foreign manufacturing operations. However, we do purchase certain products
and components from foreign manufacturers.

Competition

         Despite significant competition, Dynatronics has distinguished key
products by using the latest technology, many of which are protected by patents.
We believe that the integration of advanced technology in the design of each
product, has distinguished Dynatronics' products in a competitive market.
Dynatronics was the first company to integrate infrared light therapy as part of
a combination therapy device. The Company has applied for two patents on its
light therapy technology. In addition, by manufacturing many of the medical
supplies, soft goods and tables it sells, the Company can focus on quality
manufacturing at competitive prices. We believe these factors give Dynatronics
an edge over many competitors who are solely distributors of such products.
Furthermore, the acquisition of six key distributors in June and July 2007 and
the addition of four other sales representatives provides Dynatronics with
direct distribution of products into 22 states. We expect that this vertical
integration will improve efficiencies, while at the same time allow the Company
to exercise better control over the sale and distribution of our products.

         A discussion of the competition by category follows. However, it should
be noted that by virtue of the acquisition of the six dealers in June and July,
2007, Dynatronics now is a distributor of many of these competitive products
such as Mettler, MedX, and some ReAble products as well as many manufacturers of
treatment tables, medical supplies and soft goods.

         Electrotherapy/Ultrasound Competition. Competition in the clinical
market for electrotherapy and ultrasound devices comes from both domestic and
foreign companies. Approximately one dozen companies produce electrotherapy
and/or ultrasound devices. Some of these competitors are larger and better
established, and have greater resources than the Company. Other than
Dynatronics, few companies, domestic or foreign, provide multiple-modality
devices, which is one important distinction between us and our competition.
Furthermore, we believe no competitor offers three frequencies on multiple-sized
soundheads for which Dynatronics holds a patent. The Company's primary domestic
competitors in the sale of electrotherapy and ultrasound products include:
Reable Therapeutics (Chattanooga Group division), Rich-Mar Corporation and
Mettler Electronics.

         Light Therapy. Competitors that manufacture and market light therapy
devices include: Reable Therapeutics, Erchonia, Anodyne and MedX, among others.
These competitors offer units that are not as powerful as our units. We are
aware of only one competitor, Reable Therapeutics, that offers a combination
light therapy device that includes electrotherapy and ultrasound capabilities.



                                        5
<PAGE>

         Medical Supplies & Soft Goods. The Company competes against various
manufacturers and distributors of medical supplies and soft goods, some of which
are larger, more established and have greater resources than Dynatronics.
Excellent customer service along with providing value to customers is of key
importance in this market. While there are many specialized manufacturers in
this area such as Reable Therapeutics and Fabrication Enterprises, most
competitors are primarily distributors such as North Coast Medical, Sammons
Preston (a division of Patterson Dental), and Meyer Distributing. Dynatronics
enjoys cost advantages on the products it manufactures and distributes compared
to companies that only distribute similar products.

         Iontophoresis. Competition in the iontophoresis market includes Reable
Therapeutics (EMPI and Iomed divisions), Birch Point Medical, Vyteris and
Naimco. Reable Therapeutics enjoys the largest market share. We believe that our
strong distribution network is important to our continued ability to compete in
this increasingly competitive market. In addition, our products target a lower
selling price than the products of Reable Therapeutics and Birch Point. Our new
Dynatron iBox iontophoresis device is helping us expand our presence in this
market, while, at the same time, increasing profit margins on these products.

         Treatment Tables. The primary competition in the treatment table market
is from domestic manufacturers including Hill Laboratories Company, Hausmann
Industries, Sammons Preston, Bailey Manufacturing, Tri-W-G, Reable Therapeutics,
Armedica, and Clinton Industries. We believe we compete based on our industry
experience and product quality. In addition, certain components of the treatment
tables are manufactured overseas, which allows for pricing advantages over
competitors.

         Aesthetic Products. The Company's two primary competitors in the
therapeutic massage industry are LPG Systems, and Silhouette Tone. Other
competitors include Cynosure, Inc., Diamond Systems, Palomar Medical and
Durmafirm. The Synergie AMS device utilizes proprietary technology that has been
proven effective in a research study. In addition, we provide a comprehensive
training and certification program for aestheticians. Dynatronics' aesthetic
massage equipment is priced lower than competitor's units, providing a
significant advantage in the marketplace. Dynatronics is developing a network of
domestic and international distributors and national accounts, which is expected
to provide another competitive advantage in the marketplace for these products.

         There are a number of competitors in the microdermabrasion market
including: Mega Peel, Diamond Peel, DermaGenesis, DermaMed, E-Med, Integremed,
Medical Alliance, Palomar, Slimtone USA and Soundskin Corp. The Synergie MDA
device incorporates a patented anti-clogging design for the crystals, which sets
it apart from competitors' units. In addition, the system has an innovative
disposable system for the abrasive material, which prevents unwanted contact
with the spent crystals following treatment. Powered by the Synergie AMS device,
the Synergie MDA is one of the most powerful units on the market.

         Competitors in the light therapy segment of the aesthetic market
include Revitalite, Silhouette Tone, Photo Actif, and DermaPulse. We believe the
Synergie LT device is the most powerful of all the units on the market. It
features a computerized dosage calculation system and is competitively priced.

         Information necessary to determine or reasonably estimate the market
share of Dynatronics or any competitor in any of these markets is not readily
available.

Manufacturing and Quality Assurance

         Dynatronics manufactures therapy devices, soft goods and other medical
products at its facilities in Salt Lake City, Utah and Chattanooga, Tennessee.
The Company purchases some components for its manufactured products from
third-party suppliers. All parts and components purchased from these suppliers
meet specifications set by Dynatronics. Trained staff performs all sub-assembly,
final assembly and quality assurance procedures. Every effort is made to design
Dynatronics' products to incorporate component parts and raw materials that are
readily available from suppliers.

         The development and manufacture of many of our products is subject to
rigorous and extensive regulation by the United States Food and Drug
Administration ("FDA") and other regulatory agencies and authorities in the
United States and abroad. In compliance with the FDA's Good Manufacturing
Practices ("GMP"), we have developed a comprehensive program for processing
customer feedback and analyzing product performance trends. By insuring prompt
processing of timely information, we are better able to respond to customer
needs and insure proper operation of the products.

         The Company established the Quality First Program, a concept for total
quality management designed to involve each employee in the quality assurance
process. Under this program, employees are not only expected to inspect for
quality, but they are empowered to stop any process and make any changes
necessary to insure that quality is not compromised. An incentive program is
established to insure the continual flow of ideas and to reward those who show
extraordinary commitment to the Quality First concept. Quality First has not
only become the Company motto, but it is the standard by which all decisions are
made. We believe the Quality First Program reinforces employee pride, increases
customer satisfaction, and improves overall operations of Dynatronics.



                                        6
<PAGE>

         Our Salt Lake facility is certified to ISO 13485 standards for medical
products. ISO 13485 is an internationally recognized standard for quality
systems and manufacturing processes adopted by over 90 countries. In addition,
the Company has qualified for the CE Mark Certification on its electrotherapy,
ultrasound, light therapy and Synergie products. With the CE Mark Certification,
we are qualified to market these products throughout the European Union and in
other countries where CE Mark Certification and ISO 13485 certification are
recognized.

Research and Development (R&D)

         In fiscal year 2007, Dynatronics continued its aggressive R&D campaign,
developing four new products during the year including the Dynatron X3 stand
alone light therapy device, the DX2 Decompression and Light Therapy device, the
T4 treatment table and the Dynatron X5 Oscillation Therapy device. Total R&D
expenditures for 2007 were $1,492,774, compared to $1,756,281 in 2006. R&D
expenses represented approximately 8.4% and 9.0% of the revenues of the Company
in 2007 and 2006, respectively. Substantially all of the research and
development expenditures during both years were for the development of new
products, or the upgrading of existing products.

Regulatory Matters

         The manufacture, packaging, labeling, advertising, promotion,
distribution and sale of our products are subject to regulation by numerous
national and local governmental agencies in the United States and other
countries. In the United States, the FDA regulates our products pursuant to the
Medical Device Amendment of the Food, Drug, and Cosmetic Act ("FDC Act") and
regulations promulgated thereunder. Advertising and other forms of promotion and
methods of marketing of the products are subject to regulation by the Federal
Trade Commission ("FTC") under the Federal Trade Commission Act ("FTC Act").

         As a device manufacturer, we are required to register with the FDA and
once registered we are subject to inspection for compliance with the FDA's
Quality Systems regulations. These regulations require us to manufacture our
products and maintain our documents in a prescribed manner with respect to
manufacturing, testing, and control activities. Further, we are required to
comply with various FDA requirements for reporting. The FDC Act and medical
device reporting regulations require us to provide information to the FDA on
deaths or serious injuries alleged to have been caused or contributed to by the
use of our products, as well as product malfunctions that would likely cause or
contribute to death or serious injury if the malfunction were to occur. The FDA
also prohibits an approved device from being marketed for unapproved uses. All
of our therapeutic and aesthetic treatment devices as currently designed are
cleared for marketing under section 510(k) of the Medical Device Amendment to
the FDC Act ("510(k)" or are considered 510(k) exempt. If a device is subject to
section 510(k), the FDA must receive premarket notification from the
manufacturer of its intent to market the device. The FDA must find that the
device is substantially equivalent to a legally marketed predicate device before
the agency will clear the new device for marketing. We intend to continuously
improve our products after they have been introduced to the market. Certain
modifications to the Company's marketed devices may require a premarket
notification and clearance under section 510(k) before the changed device may be
marketed, if the change or modification could significantly affect safety or
effectiveness. As appropriate, we may therefore submit future 510(k)
notifications, Pre-Market Approval ("PMA") or PMA supplement applications to the
FDA. No assurance can be given that clearance or approval of such new
applications will be granted by the FDA on a timely basis, or at all.
Furthermore, we may be required to submit extensive preclinical and clinical
data depending on the nature of the product changes. All of the Company's
devices, unless specifically exempted by regulation, are subject to the FDC
Act's general controls, which include, among other things, registration and
listing, adherence to the Quality System Regulation requirements for
manufacturing, Medical Device Reporting and the potential for voluntary and
mandatory recalls described above.

         During fiscal year 2003, Congress enacted the Medical Device User Fee
and Modernization Act (MDUFMA). Among other things, this act imposes for the
first time a user fee on medical device manufacturers. Under the provisions of
MDUFMA, manufacturers seeking clearance to market a new device must pay a fee to
the FDA in order to have their applications reviewed. Dynatronics primarily
submits new products for clearance under section 510(k) of the Medical Device
Amendment of the FDC Act. The fee per 510(k) submission in fiscal year 2007 was
$3,066. It is anticipated that MDUFMA will be reauthorized in September 2007.
This reauthorization is expected to impose annual registration fees of
approximately $1,700 per manufacturing site, but will lower the submission fees
for 510(k) applications to approximately $1,700.



                                        7
<PAGE>

         Failure to comply with applicable FDA regulatory requirements may
result in, among other things, injunctions, product withdrawals, recalls,
product seizures, fines, and criminal prosecutions. Any such action by the FDA
could materially adversely affect the Company's ability to successfully market
its products. Our Salt Lake City facility is inspected periodically by both the
FDA and state agencies for compliance with the FDA's GMP and other requirements,
including appropriate reporting regulations and various requirements for
labeling and promotion. The FDA Quality Systems Regulations is now based in
large part on the ISO 13485 Quality Standard. The GMP regulation requires, among
other things, that (i) the manufacturing process be regulated and controlled by
the use of written procedures, and (ii) the ability to produce devices that meet
the manufacturer's specifications be validated by extensive and detailed testing
of every aspect of the process.

         Advertising of our products is subject to regulation by the FTC under
the FTC Act. Section 5 of the FTC Act prohibits unfair methods of competition
and unfair or deceptive acts or practices in or affecting commerce. Section 12
of the FTC Act provides that the dissemination or the causing to be disseminated
of any false advertisement pertaining to, among other things, drugs, cosmetics,
devices or foods, is an unfair or deceptive act or practice. Pursuant to this
FTC requirement, the Company is required to have adequate substantiation for all
advertising claims made about its products. The type of substantiation required
depends upon the product claims made.

         If the FTC has reason to believe the law is being violated (e.g., the
manufacturer or distributor does not possess adequate substantiation for product
claims), it can initiate an enforcement action. The FTC has a variety of
processes and remedies available to it for enforcement, both administratively
and judicially, including compulsory process authority, cease and desist orders,
and injunctions. FTC enforcement could result in orders requiring, among other
things, limits on advertising, consumer redress, divestiture of assets,
rescission of contracts, and such other relief as may be deemed necessary.
Violation of such orders could result in substantial financial or other
penalties. Any such action by the FTC could materially adversely affect the
Company's ability to successfully market its products.

         From time to time, legislation is introduced in Congress that could
significantly change the statutory provisions governing the approval,
manufacturing, and marketing of medical devices and products like those
manufactured by Dynatronics. In addition, FDA regulations and guidance are often
revised or reinterpreted by the agency in ways that may significantly affect our
business and our products. It is impossible to predict whether legislative
changes will be enacted, or FDA regulations, guidance, or interpretations will
be changed, and what the impact of such changes, if any, may be on the Company's
business and the results of its operations. We cannot predict the nature of any
future laws, regulations, interpretations, or applications, nor can we determine
what effect additional governmental regulations or administrative orders, when
and if promulgated, would have on our business in the future. They could
include, however, requirements for the reformulation of certain products to meet
new standards, the recall or discontinuance of certain products, additional
record keeping, expanded documentation of the properties of certain products,
expanded or different labeling, and additional scientific substantiation. Any or
all such requirements could have a material adverse effect on the Company.

         We believe all of our present products are in compliance in all
material respects with all applicable performance standards as well as GMP,
record keeping and reporting requirements in the production and distribution of
the products.

Environment

         Environmental regulations are not material to our business. Dynatronics
does not discharge into the environment any pollutants that are regulated by a
governmental agency with the exception of the requirement to provide proper
filtering of discharges into the air from the painting processes at our
Tennessee location.

Employees

         On June 30, 2007, we had a total of 144 full-time employees and 7
part-time employees, which includes 24 full time and 2 part time employees from
the Rajala acquisition, compared to 141 full-time employees and 10 part-time
employees at June 30, 2006.

Item 2. Description of Property
        -----------------------

         The Company's headquarters and principal place of business are located
at 7030 Park Centre Drive, Salt Lake City, Utah, 84121. The headquarters consist
of a single facility housing administrative offices and manufacturing space
totaling approximately 36,000 square feet. The Company owns the land and
building, subject to mortgages requiring a monthly payment of approximately
$27,429. The mortgages mature in 2008, 2013 and 2017. The Company also owns a
53,200 sq. ft. manufacturing facility in Ooltewah, Tennessee, and accompanying
undeveloped acreage for future expansion subject to a mortgage requiring monthly
payments of $13,278 and maturing in 2021. The Company rents or will rent office
and/or warehouse space for its newly acquired dealers in Pleasanton, California;
Houston, Texas; Detroit, Michigan; Girard, Ohio; Jeffersonville, Indiana and
Minneapolis, Minnesota. Current leases for each location are on a short-term
basis with negotiations presently underway to locate appropriate facilities in
each location.



                                        8
<PAGE>

         We believe the manufacturing facilities described above to be adequate
and able to accommodate presently expected growth and needs of the Company for
its operations. Distribution facilities currently used by acquired targets are
being consolidated into more regional facilities to reduce overhead and
operational complexity. Those negotiations are currently underway and are
expected to be finalized during the second quarter of Fiscal Year 2008. As
Dynatronics continues to grow, additional facilities or the expansion of
existing facilities will likely be required.

         The Company owns equipment used in the manufacture and assembly of its
products. The nature of this equipment is not specialized and replacements may
be readily obtained from any of a number of suppliers. The Company also owns
computer equipment and engineering and design equipment used in its research and
development programs.

Item 3. Legal Proceedings.
        -----------------

         There are no pending legal proceedings of a material nature to which
Dynatronics is a party or of which any of its property is the subject.

Item 4. Submission of Matters to a Vote of Security Holders.
        ---------------------------------------------------

         No matter was submitted to a vote of security holders through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year covered by this report. The Company's annual meeting of shareholders will
be held in November 2007.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
        ------------------------------------------------------------------------
        Issuer Purchases of Equity Securities.
        --------------------------------------

         Market Information. As of September 17, 2007, there were 13.7 million
shares of common stock of Dynatronics issued and outstanding. The common stock
of the Company is listed on the Nasdaq Capital Market (symbol: DYNT). The
following table shows the range of high and low sale prices for the common stock
as quoted on the Nasdaq system for the quarterly periods indicated.

                                                Year Ended June 30,
                                          2006                      2007
                                          ----                      ----
                                     High         Low        High         Low
                                   ---------------------------------------------

1st Quarter (July-September)         $2.02       $1.55        $1.36      $1.13
2nd Quarter (October-December)       $1.70       $1.32        $1.45      $1.11
3rd Quarter (January-March)          $1.76       $1.36        $1.27      $1.02
4th Quarter (April-June)             $1.75       $1.12        $1.22      $.97

         Holders. As of September 17, 2007, the approximate number of common
stock shareholders of record was 479. This number does not include beneficial
owners of shares held in "nominee" or "street" name. Including beneficial
owners, we estimate that the total number of shareholders exceeds 2,000.

         Dividends. The Company has never paid cash dividends on its common
stock. Our anticipated capital requirements are such that we intend to follow a
policy of retaining earnings in order to finance the development of the
business.

         Securities Authorized for Issuance Under Equity Compensation Plans

         The table shows information related to our equity compensation plans as
of June 30, 2007:



                                        9
<PAGE>

-------------------------------- --------------- ---------------- --------------
         Plan Category             Number of    Weighted-average    Number of
                                 securities to  exercise price      securities
                                   be issued          of            remaining
                                     upon         outstanding     available for
                                  exercise of      options,      future issuance
                                  outstanding      warrants        under equity
                                   options,       and rights       compensation
                                   warrants                           plans
                                  and rights                        (excluding
                                                                    securities
                                                                   reflected in
                                                                   column (a))
                                                      (b)
                                      (a)                              (c)
-------------------------------- --------------- ---------------- --------------
Equity compensation plans
  approved by security holders     1,048,192         $1.40           520,854
-------------------------------- --------------- ---------------- --------------
Equity compensation plans not
  approved by security holders        60,000         $3.00              0
-------------------------------- --------------- ---------------- --------------
       Total                       1,108,192                         520,854
-------------------------------- --------------- ---------------- --------------

         Recent sales of unregistered securities; use of proceeds from
registered securities.

         On June 30, 2007, the Company entered into a merger agreement with
Rajala Therapy Sales Associates, a California corporation ("Rajala"). On July 2,
2007, the Company entered into separately negotiated merger agreements with
Responsive Providers, Inc., a Texas corporation ("RPI"), Therapy and Health Care
Products, Inc., an Ohio corporation ("THCP"), Cyman Therapy Products, Inc., a
Michigan corporation ("Cyman"), Al Rice & Associates, Inc., a Indiana
corporation ("Al Rice"), and Theratech, Inc., a Minnesota corporation
("Theratech"). Pursuant to these several agreements, each of these entities was
merged with and into a wholly-owned subsidiary of the Company, Dynatronics
Distribution Company. In connection with these mergers, the Company paid cash
and issued shares of common stock to the shareholders of Rajala, RPI, THCP,
Cyman, Al Rice, and Theratech in exchange for all of the issued and outstanding
stock of the target companies. The total number of shares of common stock issued
in these transactions was 4,561,593 restricted shares of Dynatronics Corporation
common stock at an exchange price of $1.13 per share. Prior to the merger
transactions, none of Rajala, RPI, THCP, Cyman, Al Rice or Theratech was
affiliated with or related to the Company or any of its subsidiaries or
affiliates. Prior to the merger transactions, each of these entities was a
vendor or distributor of the Company's products.

         In each of these transactions the securities were issued without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon exemptions from registration applicable to limited or
non-public offers and sales of securities afforded by Section 4(2) and Rule 506
of Regulation D under the Securities Act. The Company filed a Form D reporting
each such transaction with the Securities and Exchange Commission and with state
securities regulators.

         Stock Options. In fiscal year 2007, Dynatronics granted 40,959 options
to employees and officers pursuant to stock option plans. The total number of
shares of common stock issuable under such options is 40,959 shares with an
average exercise price of $1.22 per share. In fiscal year 2006, Dynatronics
granted 236,374 stock options for shares of common stock at an average exercise
price of $1.49 per share.

         Stock Repurchase. On September 3, 2003, the Company announced a stock
repurchase program. The Board of Directors authorized the expenditure of up to
$500,000 to purchase the Company's common stock on the open market pursuant to
regulatory restrictions governing such repurchases. During fiscal year 2004, the
Company purchased 77,400 shares for approximately $89,000. No shares were
repurchased during fiscal year 2005. During fiscal year 2006, the Company
purchased 46,393 shares for $59,449. During fiscal year 2007, the Company
purchased 208,793 shares for $244,682, leaving $106,869 of original authorized
funds for future stock repurchases. The stock repurchase program is conducted
pursuant to safe harbor regulations under Rule 10b-18 of the Exchange Act for
the repurchase by an issuer of its own shares. The following table summarizes
purchases of equity securities by the Company under the repurchase program
during the last quarter of fiscal year 2007:



                                       10
<PAGE>

              Small Business Issuer Purchases of Equity Securities

--------------------------------------------------------------------------------
    Period           (a)            (b)             (c)               (d)
                 Total number     Average     Total number of    Maximum number
                   of shares    price paid      shares (or       (or approximate
                  (or units)     per share   units) purchased   dollar value) of
                   purchased     (or unit)      as part of         shares (or
                                                 publicly        units) that may
                                              announced plans   yet be purchased
                                                or programs      under the plans
                                                                   or programs
--------------------------------------------------------------------------------
April 1 to
April 30, 2007      5,400            $1.15            5,400             152,870
--------------------------------------------------------------------------------
May 1 to
May 31, 2007       17,329            $1.12           17,329             133,400
--------------------------------------------------------------------------------
June 1 to
June 30, 2007      24,853            $1.07           24,853             106,869
--------------------------------------------------------------------------------
Total              47,582                            47,582
--------------------------------------------------------------------------------

Item 6. Management's Discussion and Analysis or Plan of Operation
        ---------------------------------------------------------

Overview
--------

         Our principal business is the design, manufacture, marketing and
distribution of physical medicine products and aesthetic products. With the
acquisition of six key distributors in June and July 2007, we expanded the
number of products we sell from approximately 2,000 to over 4,000 physical
medicine and aesthetic products through a combination of direct sales
representatives, a network of national and international independent dealers,
direct relationships with certain national accounts, and a full-line catalog. We
manufacture approximately 17% of the physical medicine products and 15% of the
aesthetic products in our product line. The remainder of the products are
manufactured by third parties and distributed by Dynatronics.

         Sales of manufactured physical medicine products in both fiscal years
2007 and 2006 represented approximately 76% of the Company's physical medicine
product sales with the balance each year sold by the Company as a distributor.
Sales of manufactured aesthetic products in fiscal years 2007 and 2006
represented approximately 96% of the Company's aesthetic product sales each year
with the balance sold by the Company as a distributor. The majority of the
Company's revenues during fiscal years 2007 and 2006 were generated from the
sale of its manufactured products because demand for these products is much
greater and because the average selling price of our manufactured products is
significantly higher than distributed products. While sales of manufactured
products is expected to grow in future years because of the acquisition of
distributors and the addition of more direct sales representatives focusing more
on our products, these distributors also represented many other lines of
products that will likely cause the source of revenues to shift more heavily
toward distributed products in the coming fiscal years.

         Sales of all physical medicine products represented 87% of total
revenues in both fiscal year 2007 and fiscal year 2006; sales of aesthetic
products accounted for 7% of total revenues both years. Chargeable repairs,
billable freight revenue and other miscellaneous revenue accounted for 6% of
total revenues in both 2007 and 2006.

         The manufacture, packaging, labeling, advertising, promotion,
distribution and sale of our products are regulated by both national and local
governmental agencies in the United States and other countries, including the
FDA. In addition, the FTC regulates our advertising and other forms of product
promotion and marketing. Failure to comply with applicable FDA, FTC or other
regulatory requirements may result in, among other things, injunctions, product
withdrawals, recalls, product seizures, fines, criminal prosecutions, limits on
advertising, consumer redress, divestiture of assets, and rescission of
contracts.

Selected Financial Data
-----------------------

         All references to the financials statements herein refer to the
consolidated financial statements of Dynatronics Corporation, its affiliates and
subsidiaries.



                                       11
<PAGE>

         The table below summarizes selected financial data contained in the
Company's audited financial statements for the past five fiscal years. The
audited financial statements for the fiscal years ended June 30, 2007 and 2006
are included with this report.

                             Selected Financial Data
                            Fiscal Year Ended June 30

                   2007          2006          2005         2004        2003
               -----------------------------------------------------------------

Net Sales      $ 17,837,104  $ 19,513,136 $ 20,404,368 $ 20,587,273 $ 16,896,992
Net Income
  (loss)       $    (85,042) $    194,031 $    728,816 $    883,300 $     24,799

Net Income
 (loss) per
 share
 (diluted)     $       (.01) $        .02 $       .08  $       .10  $        .00
Working
  Capital      $  8,116,391  $  7,390,147 $  7,043,854 $  6,300,582 $  5,516,720
Total Assets   $ 18,567,616  $ 14,523,655 $ 13,459,723 $ 14,272,579 $ 12,713,029
Long-term
  Obligations  $  3,961,436  $  2,637,263 $  1,914,490 $  2,034,854 $  2,203,779

Fiscal Year 2007 Compared to Fiscal Year 2006
---------------------------------------------

         The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with the Audited Financial
Statements and Notes thereto appearing elsewhere in this report.

Net Sales

         Total net sales for the year ended June 30, 2007 were $17,837,104,
compared to $19,513,136 during fiscal year 2006, a decrease of approximately
8.6%. Lower sales of the Company's products reflect a general softening in
demand for capital equipment and supplies broadly reported by our dealer network
together with the impact of increased competition. To combat these trends,
management is aggressively pursuing plans to position the Company to compete
more effectively within the physical medicine marketplace. One important element
of this plan is to strengthen the Company's direct distribution channel by
vertical integration of product distributors through strategic acquisitions. In
July 2007, the Company announced the acquisition of six of its key distributors,
with operations in 20 states. We believe that having a direct distribution
channel will provide improved efficiencies and better margins on each product
sold at the retail level compared to the wholesale level. The total
consideration paid for the six separately-negotiated acquisitions was
approximately $8.4 million comprised of approximately $3.3 million in cash and
4.6 million shares of common stock. The Company expects net sales in fiscal year
2008 will increase 80% over fiscal year 2007 levels as a result of the
integration of these acquisitions, based on actual historical sales of the
acquired entities, although there can be no assurance that the Company will have
that increase in sales.

         In June 2007, the Company introduced an important new product, the
Dynatron X5 Oscillation Therapy device, which combines the benefits of
electrotherapy with the effectiveness of therapeutic massage. Practitioners are
finding this new product attractive from a reimbursement perspective while, at
the same time, providing excellent therapeutic benefit for their patients.
Strong sales of the Dynatron X5 gave a boost to net income for the fourth
quarter ended June 30, 2007, contributing to an increased net profit of $214,943
compared to $39,101 generated in the same quarter in the prior year.

Gross Profit

         During fiscal year 2007, gross profit was $6,911,788 or 38.7% of net
sales compared to $7,291,761 or 37.4% of net sales in 2006. The decrease in
overall gross margin in 2007 reflects the reduction in overall sales. The
increase in gross margin as a percent of sales reflects sales of the new
high-margin Dynatron X5 Oscillation Therapy device, which is one of our highest
gross margin percentage products. In addition, the Company achieved higher
margins on certain manufactured rehabilitation supply products and treatment
tables, which helped improve margins as a percent of sales.

Selling, General and Administrative Expense

         Selling, general and administrative (SG&A) expenses for the year ended
June 30, 2007 were $5,541,860 or 31.1% of net sales compared to $5,239,462 or
26.9% of net sales in 2006, an increase of $302,398 or 5.8% compared to 2006.
The primary components of this increase in expense were:



                                       12
<PAGE>

         o    Approximately $248,000 in higher labor and labor-related costs
              such as health insurance premiums; and

         o    Approximately $42,000 in higher selling expenses.

Research and Development

         In fiscal year 2007, we continued to invest heavily in R&D in order to
develop new products. We spent $1,492,774 developing new, state-of-the-art
equipment during the year. This compares to $1,756,281 spent in fiscal year
2006. Among the new products developed during the year was the Dynatron X3 stand
alone light therapy device, the DX2 Decompression and Light Therapy device and
the Dynatron X5 Oscillation Therapy device. We also spent time and costs
developing the T4 and T3 motorized therapy tables which were introduced in March
and July 2007, respectively. Dynatronics intends to continue its commitment to
developing innovative products for the physical medicine market in fiscal year
2008 and beyond in order to position the Company for growth. R&D expenses
represented approximately 8.4% and 9.0% of the net sales of the Company in the
2007 and 2006, respectively. R&D costs are expensed as incurred. We anticipate
that R&D expenses in fiscal year 2008 will be approximately the same or lower
than fiscal year 2007.

Pre-tax profit

         Pre-tax loss for the year ended June 30, 2007 was $271,243 compared to
pre-tax profit of $209,221 in 2006. Lower sales and gross profit generated
during fiscal year 2007, together with higher SG&A expenses decreased overall
profits during the year. These factors were partially offset by lower R&D
expenses.

Income Tax

         Income tax benefit for the year ended June 30, 2007 was $186,201
compared to income tax expense of $15,190 in 2006. The income tax accrual rate
in fiscal years 2007 and 2006 was different from standard rates due to research
and development tax credits and certain other items.

Net Income (Loss)

         Net loss for the year ended June 30, 2007 was $85,042 ($.01 per share),
compared to net income of $194,031 ($.02 per share) in fiscal 2006. As
previously stated, lower sales and gross profit generated during fiscal year
2007, together with higher SG&A expenses decreased overall profits during the
year. These factors were partially offset by lower R&D expenses.

Liquidity and Capital Resources
-------------------------------

         The Company has financed its operations through cash reserves,
available borrowings under its line of credit, and from cash provided by
operations. The Company had working capital of $8,116,391 at June 30, 2007,
inclusive of the current portion of long-term obligations and credit facilities,
as compared to working capital of $7,390,147 at June 30, 2006. The increase in
working capital reflects the acquisition of Rajala Therapy Sales Associates
(Rajala) on June 30, 2007, which accounted for approximately $464,902 of the
total working capital.

Accounts Receivable

         Trade accounts receivable, net of allowance for doubtful accounts,
increased $734,493 to $3,757,484 at June 30, 2007 compared to $3,022,991 at June
30, 2006. The Company added $885,567 of trade accounts receivable in the
acquisition of Rajala on June 30, 2007. Management anticipates accounts
receivable will increase in future periods due to the acquisition of five other
key distributors on July 2, 2007 as their operations are integrated with the
Company's.

         Trade accounts receivable represent amounts due from the Company's
dealer network and from medical practitioners and clinics. We estimate that the
allowance for doubtful accounts is adequate based on our historical knowledge
and relationship with these customers. Accounts receivable are generally
collected within 30 days of the agreed terms.

Inventories

         Inventories, net of reserves, at June 30, 2007 increased $330,994 to
$5,313,984 compared to $4,982,990 at June 30, 2006. The Company added $573,356
of inventories from the acquisition of Rajala. Excluding the inventories added
as a result of the Rajala acquisition, inventories at June 30, 2007 were reduced
by approximately $242,000 compared to the prior year period. Inventories will
increase in fiscal year 2008 with the acquisition of five other distributors on
July 2, 2007 as their operations are combined with the Company's.



                                       13
<PAGE>

Goodwill

         Goodwill at June 30, 2007 increased to $2,758,572 compared to $789,422
at June 30, 2006, with approximately $1,969,150 added as a result of the
acquisition of Rajala.

         Beginning July 1, 2002, the Company adopted the provisions of SFAS No.
142 Goodwill and other Intangible Assets. In compliance with SFAS 142,
management utilized standard principles of financial analysis and valuation
including: transaction value, market value and income value methods to arrive at
a reasonable estimate of the fair value of the Company in comparison to its book
value. The Company has determined it has one reporting unit. As of July 1, 2002
and June 30, 2007, the fair value of the Company exceeded the book value of the
Company. Therefore, there was no indication of impairment upon adoption of SFAS
No. 142 or at June 30, 2007. Management is primarily responsible for the FAS 142
valuation determination and performed the annual impairment assessment during
the Company's fourth quarter.

Accounts Payable

         Accounts payable increased $648,014 to $1,241,030 at June 30, 2007
compared to $593,016 at June 30, 2006. The Company added $578,265 of accounts
payable from the acquisition of Rajala. All accounts payable are within term. We
continue to take advantage of available early payment discounts when offered.

Accrued Expenses and Acquisition Cash Obligation

         Accrued expenses decreased $40,358 to $287,773 at June 30, 2007
compared to $328,131 at June 30, 2006.

         The Company recorded $1 million of acquisition cash obligation on June
30, 2007 in conjunction with the acquisition of Rajala. This amount was paid to
the previous shareholders of Rajala on July 2, 2007, subsequent to the end of
the fiscal year.

Accrued Payroll & Benefit Expenses

         Accrued payroll & benefit expenses remained relatively constant at
$276,754 at June 30, 2007 compared to $254,453 at June 30, 2006.

Cash

         The Company's cash position increased $877,921 to $1,301,105 at June
30, 2007 compared to $423,184 at June 30, 2006 as a result of the deposit of
financing proceeds in anticipation of the acquisition of six independent
distributors made on June 30, 2007 and July 2, 2007, together with strong
collections on trade receivables. The Company believes that its current cash
balances, amounts available under its line of credit and cash provided by
operations will be sufficient to cover its operating needs in the ordinary
course of business for the next twelve months. If we experience an adverse
operating environment or unusual capital expenditure requirements, additional
financing may be required. However, no assurance can be given that additional
financing, if required, would be available on favorable terms.

Line of Credit

         In June 2007, the Company increased its revolving line of credit with a
commercial bank to $6,000,000 in anticipation of making acquisitions. At June
30, 2007, the Company owed $250,000 compared to $577,232 at June 30, 2006. The
entire $250,000 amount reflects a separate line of credit acquired in the Rajala
acquisition, which has been paid off and closed subsequent to June 30, 2007.
Interest on Dynatronics' line of credit is based on the bank's prime rate, which
at June 30, 2007, equaled 8.75%. Following the fiscal year end, the Company drew
approximately $3 million on its line of credit to complete the acquisitions. As
of September 17, 2007, $3.8 million was outstanding on its line of credit. The
line of credit is collateralized by accounts receivable and inventories.
Borrowing limitations are based on 35% of eligible inventory and up to 80% of
eligible accounts receivable. Interest payments on the line are due monthly. The
line of credit is renewable biennially on December 15th and includes covenants
requiring the Company to maintain certain financial ratios. As of June 30, 2007,
the Company was in compliance with all loan covenants.



                                       14
<PAGE>

         The current ratio was 3.3 to 1 at June 30, 2007 compared to 4.3 to 1 at
June 30, 2006. Current assets represented 63% of total assets at June 30, 2007.

Debt

         Long-term debt excluding current installments totaled $3,251,631 at
June 30, 2007 compared to $2,023,410 at June 30, 2006. The Company obtained $1.5
million of long-term mortgage debt financing to acquire six of its key
distributors in June and July 2007. Long-term debt is comprised primarily of the
mortgage loans on our office and manufacturing facilities in Utah and Tennessee.
The principal balance on the mortgage loans is approximately $3.5 million with
monthly principal and interest payments of $40,707.

Inflation and Seasonality

         The Company's revenues and net income from continuing operations have
not been unusually affected by inflation or price increases for raw materials
and parts from vendors.

         The Company's business operations are not materially affected by
seasonality factors.

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

         We have identified the policies below as critical to our business
operations and the understanding of our results of operations. The impact and
risks related to these policies on our business operations are discussed in this
Management's Discussion and Analysis where such policies affect our reported and
expected financial results. For a detailed discussion of the application of
these and other accounting policies, see Notes to the Audited Financial
Statements contained in this annual report. In all material respects, management
believes that the accounting principles that are utilized conform to accounting
principles generally accepted in the United States of America.

         The preparation of this annual report requires us to make significant
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses reported in our Audited Financial Statements. By their
nature, these judgments are subject to an inherent degree of uncertainty. On an
on-going basis, we evaluate these estimates, including those related to bad
debts, inventories, and revenue recognition. We base our estimates on historical
experience and other facts and circumstances that are believed to be reasonable,
and the results form the basis for making judgments about the carrying value of
assets and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.

Inventory Reserves

         The nature of our business requires that we maintain sufficient
inventory on hand at all times to meet the requirements of our customers. We
record finished goods inventory at the lower of standard cost, which
approximates actual costs (first-in, first-out) or market. Raw materials are
recorded at the lower of cost (first-in, first-out) or market. Inventory
valuation reserves are maintained for the estimated impairment of the inventory.
Impairment may be a result of slow moving or excess inventory, product
obsolescence or changes in the valuation of the inventory. In determining the
adequacy of reserves, we analyze the following, among other things:

         o    Current inventory quantities on hand.
         o    Product acceptance in the marketplace.
         o    Customer demand.
         o    Historical sales.
         o    Forecast sales.
         o    Product obsolescence.
         o    Technological innovations.

         Any modifications to estimates of inventory valuation reserves are
reflected in the cost of goods sold within the statements of income during the
period in which such modifications are determined necessary by management. At
June 30, 2007 and 2006, our inventory valuation reserve balance, which
established a new cost basis, was $293,810 and $383,492, respectively, and our
inventory balance was $5,313,984 and $4,982,990 net of reserves, respectively.



                                       15
<PAGE>

Revenue Recognition

         The majority of our product sales for the past two fiscal years were to
customers who are independent distributors. These distributors resell the
products, typically to end users, including physical therapists, professional
trainers, athletic trainers, chiropractors, medical doctors and aestheticians.
We also sell our products direct to end users through our field sales
representatives. With the recent acquisition of six of our independent
distributors we expect to reduce our dependence on distributor sales. Sales
revenues are recorded when products are shipped FOB shipping point under an
agreement with a customer, risk of loss and title have passed to the customer,
and collection of any resulting receivable is reasonably assured. Amounts billed
for shipping and handling of products are recorded as sales revenue. Costs for
shipping and handling of products to customers are recorded as cost of sales.

Allowance for Doubtful Accounts

         We must make estimates of the collectibility of accounts receivable. In
doing so, we analyze historical bad debt trends, customer credit worthiness,
current economic trends and changes in customer payment patterns when evaluating
the adequacy of the allowance for doubtful accounts. Our accounts receivable
balance was $3,757,484 and $3,022,991, net of allowance for doubtful accounts of
$330,857 and $244,238, at June 30, 2007 and June 30, 2006, respectively.

Business Plan and Outlook
-------------------------

         During fiscal year 2007, management began implementing a four-fold
strategy to improve overall operations. This strategy focused on (1)
strengthening distribution channels; (2) developing several new,
state-of-the-art products for future growth; (3) reducing manufacturing and R&D
labor expenses; and (4) enhancing product profit margins through improved
manufacturing processes. Management's goal in implementing this four-fold
strategy is to enable the Company to address short-term profitability without
jeopardizing long-term growth. We believe that this strategy began to positively
affect our operations during and immediately following the fourth quarter of
fiscal year 2007 as we completed the acquisition of six of our independent
distributors and as new products were released to the market. Net income in the
quarter ended June 30, 2007 was $214,943, compared to $39,101 in the same
quarter of the prior year.

         Our primary market, the physical medicine marketplace, has experienced
significant change over the past few years, most notably with consolidation
among manufacturers and distributors. In order to compete more favorably and
effectively, our management believed that it needed to move aggressively to
strengthen the Company's channels of distribution by acquiring key distributors.
They identified six key distributors with operations in 20 states. On June 30,
2007, Dynatronics acquired its largest independent distributor headquartered in
California. On July 2, 2007, Dynatronics acquired five additional key
independent distributors headquartered in Texas, Ohio, Michigan, Indiana and
Minnesota. Dynatronics also began hiring direct sales representatives in key
locations around the country resulting in direct sales representatives now in 22
states. The creation of a direct distribution channel through these key
acquisitions and hiring direct sales representatives provides Dynatronics with
expanded ability to sell at the retail level, which we will improve gross profit
margins and enhance the Company's control over the distribution process. We
expect these changes will open new opportunities for improving future sales as
we continue to pursue our strategy of strengthening our distribution channels.

         During fiscal year 2007, we introduced some important new products
including the Dynatron X3, a powerful light therapy device capable of powering a
light probe and two light pads simultaneously. This device incorporates touch
screen technology for easy interface with the practitioner. We also introduced
the DX2 combination traction and light therapy device. The DX2 is Dynatronics'
first proprietary traction device and incorporates not only touch screen
technology, but other unique and proprietary technology that will facilitate
traction and decompression therapy. We believe it is the only unit on the market
that offers traction and infrared light therapy from the same device. Market
reception of the X3 did not meet expectations of management mostly due to the
selling price of the unit. Efforts are being made to reduce costs of this unit
to make it more affordable. The DX2 has performed closer to expectations and
seems to have been well received as an innovative device for delivering traction
and decompression therapy.

         The introduction of the new T4 motorized treatment table in March 2007
and the introduction of the new T3 treatment table in July 2007 round out the
full traction package concept originally conceived. These tables are designed
with a higher lift capacity and several unique features. The T4 therapy table is
specially designed for performing traction and decompression therapies with the
DX2 unit and has been very well received in the market.

         In June 2007, we introduced an important new product to the market, the
Dynatron X-5 Oscillation Therapy device. The unique product effectively reduces
pain and swelling through the creation of an electrostatic field within the
patient by combining concepts of electrotherapy with therapeutic massage.
Initial sales of this product exceeded management's projections. The X5 unit's
gross profit margin as a percent of sales is one of the highest of any of the
therapy devices produced by Dynatronics.



                                       16
<PAGE>

         During fiscal 2007, management identified a number of improvements that
could be implemented to lower  manufacturing  costs and increase profit margins,
not only for the new X-Series products but also for our other therapy equipment.
Those improvements  included labor cost reductions  through improved  production
efficiencies,  trimming production  staffing,  and reductions in R&D labor which
had been ramped up in fiscal years 2007 and 2006 to  accelerate  development  of
the X-Series products.  While these objectives were elusive in fiscal year 2007,
we continue to focus on our strategy to achieve them for the coming fiscal year.

         International sales is viewed as having untapped potential for growth
and expansion. Adding new distributors in several countries will be the key to
this expansion effort. Past efforts to improve international marketing have
yielded only marginal improvements. We remain committed, however, to finding the
most cost effective ways to expand our markets internationally. The Company's
Salt Lake City operation, where all electrotherapy, ultrasound, STS devices,
light therapy and Synergie products are manufactured, is certified to ISO 13485,
an internationally recognized standard of excellence in medical device
manufacturing. This designation is an important requirement in obtaining the CE
Mark certification, which allows us to market our products in the European Union
and other foreign countries.

         Marketing efforts are being increased to promote our aesthetic products
which include the Synergie AMS device for dermal massage, the Synergie MDA
device for microdermabrasion, and the Synergie LT device, an infrared light
therapy unit designed specifically for aesthetic applications. In addition, we
are redesigning our Synergie product line to give it a fresh appearance and
greater functionality. We also plan to develop and introduce additional products
for the aesthetic market. A new national sales manager was hired in the quarter
ended December 31, 2006 with experience in setting up dealer and distributor
networks. Also, Kelvyn Cullimore Sr., who managed the Synergie branded products
until departing two years ago on a humanitarian mission to Asia, has returned to
again manage the department. Under his leadership, sales momentum of Synergie
branded products has continued to mount with June 2007 representing one of the
highest sales months for Synergie products in our history. Numerous strategic
partnerships, both domestic and international, are currently under consideration
that would help maintain the sales momentum that is being built.

         Based on our defined strategic initiatives, we are focusing our
resources in the following areas:

         o    Reinforcing our position in the physical medicine market by
              securing channels of distribution through a strategy of acquiring
              dealers, recruiting direct sales representatives and working
              closely with the most successful dealers of capital equipment.

         o    Continuing development of new, state-of-the-art products, both
              high tech and commodity, in fiscal year 2008, for both the
              rehabilitation and aesthetic markets.

         o    Reducing manufacturing labor and certain other expenses through
              improved production efficiencies, possible reductions in personnel
              count where appropriate and decreasing R&D labor costs which had
              been increased over the past two years to accelerate the
              introduction of the X-Series products.

         o    Enhancing product profit margins through improved manufacturing
              processes, particularly for the recently introduced X-Series
              products.

         o    Improving distribution of aesthetic products domestically and
              exploring the opportunities to introduce more products into the
              aesthetics market.

         o    Expanding distribution of both rehabilitation and aesthetic
              products internationally.

         o    Establishing strategic business alliances that will leverage and
              complement the Company's competitive strengths.

Forward-Looking Statements
--------------------------

         This Report on Form 10-KSB contains certain statements that are
"forward-looking" within the meaning of the statutory safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements and other information are
based on our beliefs as well as assumptions made by us using information
currently available.



                                       17
<PAGE>

         The words "anticipate," "believe," "estimate," "expect,' "intend,"
"will," "should" and similar expressions, as they relate to us, are intended to
identify forward-looking statements. Such statements reflect our current views
with respect to future events and are subject to certain risks, uncertainties
and assumptions. Should one or more of these risks and uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may vary materially from those described herein as anticipated,
believed, estimated, expected, intended or using other similar expressions.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date of this report or to reflect the occurrence of unanticipated
events. Risks and circumstances that may cause actual results to vary from the
Company's expectations include, among others, the following:

         Assimilation of Acquired Companies and Migration of our Business Model.
Through the end of fiscal year 2007, Dynatronics had operated primarily as a
manufacturer of medical products sold through a network of specialty and general
line distributors. Due to consolidation in our market place and the threat from
that consolidation to the channels of distribution available to Dynatronics, the
Company acquired six of its distributors and has continued to add direct sales
reps around the country. This represents a significant change in our business
model. Going forward, Dynatronics will be distributing many more products than
it manufactures. Additionally, Dynatronics will be much more vertically
integrated in the distribution chain working with a staff of direct sales
representatives instead of the traditional model of working through dealers.
There can be no assurance that Dynatronics will be successful in assimilating
these companies or migrating to the new business model without incurring
significant unanticipated costs or experiencing unexpected operational problems.
Some of the risks include:

         o    Many sales representatives not being contractually obligated to
              stay with the Company
         o    Management of an expanded inventory base
         o    Controlling operations that are more geographically diverse
         o    Collecting accounts receivable from thousands of smaller customers
              instead of hundreds of larger dealers
         o    Securing adequate working capital
         o    Ability to reduce overhead costs and streamline operations
         o    Conflicts distributing products from manufacturers who were
              previously a competitor
         o    Availability of trained support personnel

         Technological Obsolescence. The business of designing and manufacturing
medical and aesthetic products is characterized by rapid technological change.
Although Dynatronics has obtained patents on certain aspects of its technology,
there can be no assurance that our competitors will not develop or manufacture
products technologically superior to those of the Company.

         Extensive Government Regulation. The manufacture, packaging, labeling,
advertising, promotion, distribution and sale of our products are subject to
regulation by numerous national and local governmental agencies in the United
States and other countries, which adds to the expense of doing business and, if
violated, could adversely affect the Company's financial condition and results
of operations.

         Health Care Reform. Governments are continually reviewing and
considering expansive legislation that may lead to significant reforms in health
care delivery systems. The pressure for reform stems largely from the rising
cost of health care in recent years. We cannot predict whether or when new or
proposed legislation will be enacted and there can be no assurance that such
legislation, when enacted, will not impose additional restrictions on part or
all of the Company's business or its intended business, which might adversely
affect such business.

         Product Liability. Manufacturers and distributors of products used in
the medical device, aesthetics and related industries are from time to time
subject to lawsuits alleging product liability, negligence or related theories
of recovery, which have become an increasingly frequent risk of doing business
in these industries. Although from time to time lawsuits may arise or claims
asserted based on product liability matters, all such actions have been insured
against. Although we maintain product liability insurance coverage which we deem
to be adequate based on historical experience, there can be no assurance that
such coverage will be available for such risks in the future or that, if
available, it would prove sufficient to cover potential claims or that the
present amount of insurance can be maintained in force at an acceptable cost.
Furthermore, the assertion of such claims, regardless of their merit or eventual
outcome, also may have a material adverse effect on the Company, its business
reputation and its operations.



                                       18
<PAGE>

         Risks Associated with Manufacturing. The Company's results of
operations are dependent upon the continued operation of its manufacturing
facilities in Utah and Tennessee. The operation of a manufacturing facility
involves many risks, including power failures, the breakdown, failure or
substandard performance of equipment, failure to perform by key suppliers, the
improper installation or operation of equipment, natural or other disasters and
the need to comply with the requirements or directives of government agencies,
including the FDA. There can be no assurance that the occurrence of these or any
other operational problems at our facilities would not have a material adverse
effect on the Company's business, financial condition and results of operations.

         Reliance on Information Technology. The Company's success is dependent
in large part on the accuracy, reliability and proper use of sophisticated and
dependable information processing systems and management information technology.
Our information technology systems are designed and selected in order to
facilitate order entry and customer billing, maintain records, accurately track
purchases, accounts receivable and accounts payable, manage accounting, finance
and manufacturing operations, generate reports and provide customer service and
technical support. Any interruption in these systems could have a material
adverse effect on the Company's business, financial condition and results of
operations.

         Competition. Our industry is highly competitive. Numerous
manufacturers, distributors and retailers compete actively for consumers and
customers. The Company competes directly with other entities that manufacture,
market and distribute products in each of its product lines. The consolidation
that has occurred in the physical medicine market has resulted in two large
competitors, ReAble and Sammons Preston division of Patterson Companies, where
competitors of such magnitude had not existed before. Many of these competitors
are substantially larger than the Company and have greater financial resources
and broader brand name recognition. The market is highly sensitive to the
introduction of new products that may rapidly capture a significant share of the
market. There can be no assurance that the Company will be able to compete in
this intensely competitive environment.

         Dependence on Patents and Proprietary Rights. The Company has seven
patents issued and two patents pending relating to its products. In addition, we
have obtained by license the worldwide rights to the STS patent. The Company's
trademarks have also been registered in the United States and in other
countries. There can be no assurance that patents owned by or licensed to us
will not be challenged or circumvented or will provide us with any competitive
advantages or that a patent will issue from any pending patent application. In
addition, each patent owned by the Company expires after approximately 17 years
from its date of issuance. We also rely upon copyright protection for our
proprietary software and other property. There can be no assurance that any
copyright obtained will not be circumvented or challenged. In addition, we rely
on trade secrets that we seek to protect, in part, through confidentiality
agreements with employees and other parties. There can be no assurance that
these agreements will not be breached, that the Company would have adequate
remedies for any breach or that our trade secrets will not otherwise become
known to or independently developed by competitors. The Company may become
involved from time to time in litigation to determine the enforceability, scope
and validity of proprietary rights. Any such litigation could result in
substantial cost to the Company and divert the efforts of its management and
technical personnel.

         Foreign Duties and Import Restrictions. Some of the Company's products
are exported to the countries in which they ultimately are sold. The countries
in which we sell products may impose various legal restrictions on imports,
impose duties of varying amounts, or enact regulatory requirements, adverse to
the Company's products. There can be no assurance that changes in legal
restrictions, increased duties or taxes, or stricter health and safety
requirements would not have a material adverse effect in the Company's ability
to market its products in a given country.

         Effect of Exchange Rate Fluctuations. Exchange rate fluctuations may
have a significant effect on the Company's sales and gross margins in a given
foreign country. If exchange rates fluctuate dramatically, it may become
uneconomical for the Company to establish or continue activities in certain
countries. Differences in the exchange rates may also create a marketing
advantage for foreign competitors, making the purchase price of their products
lower than prices originally denominated in U.S. dollars. As the Company's
business expands outside the United States, an increasing share of its revenues
and expenses will be transacted in currencies other than the U.S. dollar.
Consequently, the reported earnings of the Company in future periods may be
significantly affected by fluctuations in currency exchange rates, with earnings
generally increasing with a weaker U.S. dollar and decreasing with a
strengthening U.S. dollar.

Item 7. Financial Statements
        --------------------

         The consolidated financial statements and accompanying report of the
Company's auditors follow immediately and form a part of this report.



                                       19
<PAGE>
           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of
Dynatronics Corporation

We have audited the consolidated  balance sheets of Dynatronics  Corporation and
subsidiary as of June 30, 2007 and 2006, and the related consolidated statements
of operations,  stockholders'  equity,  and cash flows for the years then ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial statements are free of material  misstatement.  We were not engaged to
perform an audit of the Company's internal control over financial reporting. Our
audit included  consideration of internal control over financial  reporting as a
basis for designing audit procedures that are appropriate in the  circumstances,
but not for the purpose of  expressing  an opinion on the  effectiveness  of the
Company's internal control over financial reporting.  Accordingly, we express no
such opinion. An audit 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 consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Dynatronics  Corporation  and  subsidiary as of June 30, 2007 and 2006,  and the
consolidated results of their operations and their cash flows for the years then
ended in conformity with accounting  principles generally accepted in the United
States of America.



/s/ Tanner LC

Salt Lake City, Utah
September 28, 2007


<PAGE>

                             DYNATRONICS CORPORATION
                           Consolidated Balance Sheets
                             June 30, 2007 and 2006


                     Assets                             2007            2006
                                                    ------------    ------------

Current assets:
   Cash                                             $  1,301,105        423,184
   Trade accounts receivable, less allowance
     for doubtful accounts of $330,857 at
     June 30, 2007 and $244,238 at
     June 30, 2006                                     3,757,484      3,022,991
   Other receivables                                     282,741        216,847
   Inventories, net                                    5,313,984      4,982,990
   Prepaid expenses                                      507,755        505,786
   Prepaid income taxes                                   92,702         65,869
   Deferred tax asset - current                          396,156        387,830
                                                    ------------    ------------
          Total current assets                        11,651,927      9,605,497

Property and equipment, net                            3,453,495      3,671,216
Goodwill, net                                          2,758,572        789,422
Intangibles asset, net                                   356,792         30,516
Other assets                                             346,830        427,004
                                                    ------------    ------------
                                                    $ 18,567,616     14,523,655
                                                    ============    ============


          Liabilities and Stockholders' Equity

Current liabilities:
   Current installments of long-term debt           $    271,979        254,518
   Line of credit                                        250,000        577,232
   Warranty reserve                                      208,000        208,000
   Accounts payable                                    1,241,030        593,016
   Accrued expenses                                      287,773        328,131
   Accrued payroll and benefit expenses                  276,754        254,453
   Acquisition cash obligation                         1,000,000              -
                                                    ------------    ------------
          Total current liabilities                    3,535,536      2,215,350

Long-term debt, excluding current installments         3,251,631      2,023,410
Deferred compensation                                    420,470        388,250
Deferred tax liability - noncurrent                      289,335        225,603
                                                    ------------    ------------
          Total liabilities                            7,496,972      4,852,613
                                                    ------------    ------------
Commitments and contingencies

Stockholders' equity:
   Common stock, no par value.  Authorized
      50,000,000 shares; issued 10,308,522
      shares at June 30, 2007 and
      8,988,173 shares at June 30, 2006                4,227,147      2,742,503
   Retained earnings                                   6,843,497      6,928,539
                                                    ------------    ------------

          Total stockholders' equity                  11,070,644      9,671,042

                                                    ------------    ------------
                                                    $ 18,567,616     14,523,655
                                                    ============    ============



See accompanying notes to financial statements.


                                       F-1
<PAGE>
                             DYNATRONICS CORPORATION
                      Consolidated Statements of Operations
                       Years Ended June 30, 2007 and 2006



                                                        2007            2006
                                                    ------------    ------------

Net sales                                           $ 17,837,104     19,513,136
Cost of sales                                         10,925,316     12,221,375
                                                    ------------    ------------
          Gross profit                                 6,911,788      7,291,761

Selling, general, and administrative expenses          5,541,860      5,239,462
Research and development expenses                      1,492,774      1,756,281
                                                    ------------    ------------
          Operating income (loss)                       (122,846)       296,018
                                                    ------------    ------------

Other income (expense):
   Interest income                                        28,330         10,714
   Interest expense                                     (209,292)      (163,287)
   Other income, net                                      32,565         65,776
                                                    ------------    ------------
          Total other income (expense)                  (148,397)       (86,797)
                                                    ------------    ------------

          Income (loss) before income taxes             (271,243)       209,221

Income tax expense (benefit)                            (186,201)        15,190
                                                    ------------    ------------

          Net income (loss)                         $    (85,042)       194,031
                                                    ============    ============

          Basic net income (loss) per
            common share                            $      (0.01)          0.02

          Diluted net income (loss) per
            common share                            $      (0.01)          0.02


Weighted average basic and diluted common shares outstanding:

          Basic                                        8,916,317      9,019,416
          Diluted                                      8,916,317      9,170,270




See accompanying notes to financial statements.


                                       F-2
<PAGE>

                             DYNATRONICS CORPORATION
                 Consolidated Statements of Stockholders' Equity
                       Years Ended June 30, 2007 and 2006


                                                                       Total
                                 Number      Common      Retained  stockholders'
                               of shares     stock       earnings     equity
                              ----------  ------------  ---------- -------------

Balances at
 June 30, 2005                 9,015,128  $  2,779,000   6,734,508    9,513,508

Issuance of common
 stock upon exercise
 of employee stock
 options                          14,238        15,797           -       15,797

Redemption of common
 stock                           (46,393)      (59,449)          -      (59,449)

Income tax benefit
 disqualifying disposition
 of employee stock options             -         3,155           -        3,155

Issuance of restricted
 stock to outside
 directors                         5,200             -           -            -

Deferred restricted
 stock compensation                    -         4,000           -        4,000

Net income                                           -     194,031      194,031
                              ----------  ------------  ---------- -------------

Balances at
 June 30, 2006                 8,988,173     2,742,503   6,928,539    9,671,042

Issuance of common
 stock upon exercise
 of employee stock
 options                           1,664         1,697           -        1,697

Redemption of common
 stock                          (208,793)     (244,682)          -     (244,682)

Income tax benefit
 disqualifying
 disposition
 of employee stock
 options                               -         1,810           -        1,810

Issuance of restricted
 stock to outside
 directors                         7,476             -           -            -

Deferred restricted
 stock compensation                    -         8,000           -        8,000

Issuance of common
 stock upon exercise
 of non employee
 stock options                    20,000        21,600           -       21,600

Share based
 compensation                          -         1,217           -        1,217

Issuance of common
 stock in business
 acquisition                   1,500,002     1,695,002           -    1,695,002

Net loss                               -             -     (85,042)     (85,042)
                              ----------  ------------  ---------- -------------

Balances at
June 30, 2007                 10,308,522  $  4,227,147   6,843,497   11,070,644
                              ==========  ============  ========== =============



See accompanying notes to financial statements.



                                       F-3
<PAGE>

                             DYNATRONICS CORPORATION
                      Consolidated Statements of Cash Flows
                       Years Ended June 30, 2007 and 2006

                                                        2007            2006
                                                    ------------    ------------
Cash flows from operating activities:
  Net income (loss)                                 $    (85,042)       194,031
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization of property
        and equipment                                    366,047        354,220
      Amortization of intangible asset                     7,324          7,324
      Stock based compensation expense                     9,217          4,000
      Provision for doubtful accounts                    141,401         48,000
      Provision for inventory obsolescence                38,599        252,000
      Provision for warranty reserve                     270,124        280,085
      Provision for deferred compensation                 32,220         27,732
      Change in operating assets and liabilities:
           Receivables                                   (41,466)      (190,394)
           Inventories                                   203,763       (522,467)
           Prepaid expenses and other assets             120,833       (210,916)
           Deferred tax asset, net                       (37,010)        (1,797)
           Accounts payable and accrued expenses        (759,411)      (442,381)
           Prepaid income taxes                          (25,023)       (41,013)
                                                    ------------    ------------

                 Net cash provided by (used in)
                 operating activities                    241,577       (241,576)
                                                    ------------    ------------

Cash flows from investing activities:
  Capital expenditures                                  (128,560)      (804,992)
  Proceeds from business acquisition                      67,839
  Proceeds from sale of assets                                 -          1,500
                                                    ------------    ------------

                 Net cash used in investing
                 activities                              (60,721)      (803,492)
                                                    ------------    ------------

Cash flows from financing activities:
  Proceeds from issuance of long-term debt             1,500,000      1,530,000
  Principal payments on long-term debt                  (254,318)      (803,466)
  Net change in line of credit                          (327,232)       312,471
  Proceeds from issuance of common stock                  23,297         15,797
  Redemption of common stock                            (244,682)       (59,449)
                                                    ------------    ------------

                 Net cash provided by financing
                 activities                              697,065        995,353
                                                    ------------    ------------

                 Net change in cash                      877,921        (49,715)

Cash at beginning of year                                423,184        472,899
                                                    ------------    ------------

Cash at end of year                                 $  1,301,105        423,184
                                                    ============    ============

Supplemental disclosures of cash flow information:
  Cash paid for interest                            $    209,139        156,723
  Cash paid for income taxes                              13,049         58,000
Supplemental disclosure of non-cash investing and
 financing activities:
  Common stock issued for directors fees                   8,000          8,000
  Income tax benefit from non-employee exercise
    of stock options                                       1,810          3,155
  Business acquisition disclosure see note 14
    for details


See accompanying notes to financial statements.


                                       F-4
<PAGE>

                             DYNATRONICS CORPORATION

                   Notes to Consolidated Financial Statements

                             June 30, 2007 and 2006



(1)   Basis of Presentation and Summary of Significant Accounting Policies

      (a)     Basis of Presentation

              Dynatronics  Corporation (the Company) manufactures,  markets, and
              distributes  a  broad  line  of   therapeutic,   diagnostic,   and
              rehabilitation   equipment,   medical  supplies  and  soft  goods,
              treatment  tables and  aesthetic  medical  devices to an expanding
              market  of   physical   therapists,   podiatrists,   orthopedists,
              chiropractors, plastic surgeons, dermatologists, and other medical
              professionals.  The products  are  distributed  primarily  through
              dealers  in  the  United  States  and  Canada,   with   additional
              distribution in foreign countries.

      (b)     Principles of Consolidation

              The  consolidated  financial  statements  include the accounts and
              operations  of  Dynatronics   Corporation  and  its  wholly  owned
              subsidiary, Dynatronics Distribution Company, LLC. All significant
              intercompany   account   balances  and   transactions   have  been
              eliminated in consolidation.

      (c)     Cash Equivalents

              For purposes of the combined  statements of cash flows, all highly
              liquid  investments  with  maturities  of three months or less are
              considered to be cash equivalents.  There were no significant cash
              equivalents as of June 30, 2007 and 2006.

      (d)     Inventories

              Finished  goods  inventories  are stated at the lower of  standard
              cost, which  approximates  actual cost (first-in,  first-out),  or
              market.  Raw materials are stated at the lower of cost  (first-in,
              first-out), or market.

      (e)     Trade Accounts Receivable

              Trade accounts  receivable are recorded at the invoiced amount and
              do not bear interest.  The allowance for doubtful  accounts is the
              Company's best estimate of the amount of probable credit losses in
              the Company's existing accounts receivable. The Company determines
              the  allowance  based  on  historical  write-off  experience.  The
              Company reviews its allowance for doubtful accounts  monthly.  All
              account  balances are  reviewed on an  individual  basis.  Account
              balances are charged off against the allowance  after all means of
              collection  have been  exhausted and the potential for recovery is
              considered remote. The Company does not have any off-balance-sheet
              credit exposure related to its customers.

      (f)     Property and Equipment

              Property  and  equipment  are  stated at cost and are  depreciated
              using the straight-line  method over the estimated useful lives of
              related  assets.  The building and its  component  parts are being
              depreciated over their estimated useful lives that range from 5 to
              31.5 years. Estimated lives for all other depreciable assets range
              from 3 to 7 years.



                                       F-5
<PAGE>

      (g)     Goodwill and Long-Lived Assets

              Goodwill  represents the excess of costs over fair value of assets
              of businesses acquired. Goodwill and intangible assets acquired in
              business  combinations and determined to have an indefinite useful
              life are not amortized, but instead tested for impairment at least
              annually.  Management is primarily  responsible  for the valuation
              determination.   Management   utilizes   standard   principles  of
              financial  analysis and valuation  including:  transaction  value,
              market  value,  and income value methods to arrive at a reasonable
              estimate  of the fair value of the  Company in  comparison  to its
              book value.  The Company has determined it has one reporting unit.
              Management  performed its annual impairment  assessment during the
              Company's  fourth  quarter  of  fiscal  year 2007 and 2006 and has
              determined there is not an indication of impairment.

              Long-lived  assets,  such as property,  plant, and equipment,  and
              purchased  intangibles  subject to amortization,  are reviewed for
              impairment  whenever events or changes in  circumstances  indicate
              that  the  carrying  amount  of an asset  may not be  recoverable.
              Recoverability  of  assets  to be held and used is  measured  by a
              comparison  of  the  carrying  amount  of an  asset  to  estimated
              undiscounted  future cash flows  expected to be  generated  by the
              asset.  If the carrying  amount of an asset  exceeds its estimated
              future cash  flows,  an  impairment  charge is  recognized  by the
              amount by which the carrying  amount of the asset exceeds the fair
              value of the asset.  Assets to be disposed of would be  separately
              presented  in the balance  sheet and  reported at the lower of the
              carrying  amount  or fair  value  less  costs to sell,  and are no
              longer depreciated. The assets and liabilities of a disposed group
              classified  as held for sale would be presented  separately in the
              appropriate asset and liability sections of the balance sheet.

      (h)     Intangible asset

              Intangible  assets  are  amortized  over  their  useful  life on a
              straight line method. The estimated lives for the intangible asset
              range from 3 months to 15 years.

      (i)     Revenue Recognition

              Sales  are  generally  recorded  when  products  are  shipped  FOB
              shipping  point under an agreement  with a customer,  risk of loss
              and title  have  passed to the  customer,  and  collection  of any
              resulting  receivable is reasonably  assured.  Amounts  billed for
              shipping and  handling of products are recorded as sales  revenue.
              Costs for  shipping  and  handling of products  to  customers  are
              recorded as cost of sales.

      (j)     Research and Development Costs

              Research and development costs are expensed as incurred.

      (k)     Product Warranty Reserve

              Costs  estimated to be incurred in  connection  with the Company's
              product  warranty  programs are charged to expense as products are
              sold based on historical warranty rates.

      (l)     Earnings per Common Share

              Basic  earnings per common share is the amount of earnings for the
              period available to each share of common stock outstanding  during
              the  reporting  period.  Diluted  earnings per common share is the
              amount of  earnings  for the  period  available  to each  share of
              common stock  outstanding  during the reporting period and to each
              share that would have been  outstanding  assuming  the issuance of
              common shares for all dilutive potential common shares outstanding
              during the period.



                                       F-6
<PAGE>

              The reconciliation  between the basic and diluted weighted average
              number  of  common  shares  for  2007 and  2006 is  summarized  as
              follows:

                                                        2007            2006
                                                    ------------    ------------
              Basic weighted average number of
              common shares outstanding during
              the year                                 8,916,317      9,019,416

              Weighted average number of dilutive
              common stock options outstanding
              during the year                                -0-        150,854
                                                    ------------    ------------
              Diluted weighted average number of
              common and common equivalent shares
              outstanding during the year              8,916,317      9,170,270
                                                    ============    ============

              Outstanding options not included in the computation of diluted net
              income per share based on the treasury  stock method total 797,042
              and 675,638 as of June 30, 2007 and 2006, respectively, because to
              do so would have been antidilutive.

      (m)     Income Taxes

              The  Company  accounts  for  income  taxes  using  the  asset  and
              liability method.  Under the asset and liability method,  deferred
              tax assets and deferred tax  liabilities  are  recognized  for the
              future tax  consequences  attributable to differences  between the
              financial  statement  carrying  amounts  of  existing  assets  and
              liabilities  and their  respective tax bases.  Deferred tax assets
              and deferred tax  liabilities are measured using enacted tax rates
              expected  to apply to taxable  income in the years in which  those
              temporary differences are expected to be recovered or settled. The
              effect on deferred tax assets and deferred  tax  liabilities  of a
              change in tax rates is  recognized  in income in the  period  that
              includes the enactment date.

      (n)     Share-Based Compensation

              Restricted Stock
              ----------------

              The Company  recognizes as compensation  expense the fair value of
              restricted  common stock  granted as  compensation  to  directors.
              During  the  years  ended  June 30,  2007 and  2006,  the  Company
              recognized  $5,280 and $2,640 in  director  compensation  expense,
              respectively, net of related tax effects. As of June 30, 2007, the
              Company  has  not  recognized  $2,640  in  director   compensation
              expense,  net of  related  tax  effects.  The  Company  expects to
              recognize this compensation over a weighted-average  period of six
              months.

              Stock Options
              -------------

              In December 2004, the Financial  Accounting Standards Board issued
              Statement of Financial  Accounting  Standards  (SFAS) No.  123(R),
              "Share-Based Payment", which amended SFAS No. 123, "Accounting for
              Stock Based  Compensation",  which the Company  adopted on July 1,
              2006.  This  amendment   requires  the  Company  to  recognize  as
              compensation  expense the fair value of stock options  granted for
              compensation  to  employees  (fair  value  method).  Prior to this
              amendment and in  accordance  with SFAS No. 123, the Company opted
              to recognize as compensation  expense the intrinsic value of stock
              options  granted as  compensation  to employees  (intrinsic  value
              method),  and to disclose as pro forma compensation the fair value
              of those stock  options.  The Company  recognizes as  compensation
              expense the fair value of stock options granted as compensation to
              non-employees.



                                       F-7
<PAGE>

             During the year ended June 30, 2007, the Company recognized $803 in
             employee  compensation  expense, net of related tax effects,  under
             the fair  value  method as  required  by SFAS No.  123(R).  Had the
             Company  not  adopted  SFAS No.  123(R),  the  Company  would  have
             disclosed  the pro forma impact of adopting the fair value  method,
             and would have  recognized no employee  compensation  expense under
             the intrinsic value method.

             During the years ended June 30,  2006,  the Company  recognized  no
             employee  compensation  expense under the intrinsic method. Had the
             Company opted to recognize employee  compensation expense using the
             fair value  method,  the  Company's net income and income per share
             would have been as follows:

                                                                      Year ended
                                                                        June 30,
                                                                            2006
                                                                   -------------
             Net income as reported                                $    194,031
             Less: pro forma adjustment for stock
                based compensation, net of income
                tax                                                    (563,489)
                                                                   -------------
                        Pro forma net  income (loss)               $   (369,458)
                                                                   =============
             Basic net income (loss) per share:
               As reported                                         $       0.02
               Effect of pro forma adjustment                             (0.06)
                                                                   -------------
                        Pro forma                                         (0.04)
                                                                   =============

             Diluted net income (loss) per share:
               As reported                                                 0.02
               Effect of pro forma adjustment                             (0.06)
                                                                   -------------
                        Pro forma                                  $      (0.04)
                                                                   =============

              As of June 30,  2007,  the  Company has not  recognized  $5,663 in
              employee  compensation  expense,  net of related tax effects.  The
              Company   expects   to   recognize   this   compensation   over  a
              weighted-average period of 4.4 years.

              On May 19, 2006 the Board of Directors  accelerated the vesting of
              certain  unvested stock options  awarded to employees and officers
              under the  Company's  stock  option  plan.  The Company  took this
              action to avoid an accounting charge (as compensation expense) for
              these options  starting in the quarter ending  September 30, 2006,
              as required by FAS 123(R).  A portion of the increase in pro forma
              compensation  expense in fiscal 2006, as shown above,  is a result
              of the vesting acceleration.

      (o)     Concentration of Risk

              In the normal course of business,  the Company provides  unsecured
              credit terms to its customers. Most of the Company's customers are
              involved in the medical  industry.  The Company  performs  ongoing
              credit  evaluations of its customers and maintains  allowances for
              possible losses which,  when realized,  have been within the range
              of management's  expectations.  The Company  maintains its cash in
              bank deposit accounts which at times may exceed federally  insured
              limits.  The  Company  has  not  experienced  any  losses  in such
              accounts.   The  Company   believes  it  is  not  exposed  to  any
              significant credit risks on cash or cash equivalents.



                                       F-8
<PAGE>

      (p)     Operating Segments

              The Company  operates in one line of  business,  the  development,
              marketing,  and  distribution of a broad line of medical  products
              for the physical  therapy and  aesthetics  markets.  As such,  the
              Company has only one  reportable  operating  segment as defined by
              SFAS No. 131,  Disclosures  about  Segments of an  Enterprise  and
              Related Information.

              The Company groups their sales into physical medicine products and
              aesthetic products. Physical medicine products consisted of 87% of
              net  sales  for both the  years  ended  June  30,  2007 and  2006,
              respectively. Aesthetics products consisted of 7% of net sales for
              both years ended June 30, 2007 and 2006, respectively.  Chargeable
              repairs,  billable freight and other miscellaneous revenue account
              for the  remaining  6% of total  revenues in both years ended June
              30, 2007 and 2006, respectively.

      (q)     Use of Estimates

              Management  of the  Company  has made a number  of  estimates  and
              assumptions  relating  to the  reporting  of assets,  liabilities,
              revenues and expenses and the disclosure of contingent  assets and
              liabilities  to prepare these  financial  statements in conformity
              with accounting principles generally accepted in the United States
              of  America.  Significant  items  subject  to such  estimates  and
              assumptions  include the carrying amount of property,  plant,  and
              equipment; valuation allowances for receivables, income taxes, and
              inventories;  accrued  product  warranty  reserve;  and  estimated
              recoverability of goodwill. Actual results could differ from those
              estimates.

      (r)     Fair Value Disclosure

              The  carrying  value of  accounts  receivable,  accounts  payable,
              accrued expenses,  and line of credit approximates their estimated
              fair  value  due  to  the   relative   short   maturity  of  these
              instruments. The carrying value of long-term debt approximates its
              estimated  fair  value due to recent  issuance  of the debt or the
              existence of interest rate reset provisions.

      (s)     Advertising Cost

              Advertising  costs are expensed as incurred.  Advertising  expense
              for the  years  ended  June 30,  2007  and 2006 was  approximately
              $177,000 and $186,000, respectively.

(2)   Inventories

      Inventories consist of the following:

                                                        2007            2006
                                                    ------------    ------------
             Raw materials                          $  2,961,653      3,034,919
             Finished goods                            2,646,141      2,331,563
             Inventory reserve                          (293,810)      (383,492)
                                                    ------------    ------------
                                                    $  5,313,984      4,982,990
                                                    ============    ============

(3)   Property and Equipment

      Property and equipment consist of the following:

                                                        2007            2006
                                                    ------------    ------------
             Land                                   $   354,743         354,743
             Buildings                                3,603,380       3,590,088
             Machinery and equipment                  1,521,601       1,481,796
             Office equipment                         1,147,667       1,059,664
             Vehicles                                    95,124          94,290
                                                    ------------    ------------
                                                       6,722,515      6,580,581
             Less accumulated depreciation
               and amortization                        3,269,020      2,909,365
                                                    ------------    ------------
                                                    $  3,453,495      3,671,216
                                                    ============    ============



                                       F-9
<PAGE>

(4)   Product Warranty Reserve

      A  reconciliation  of the changes in the product warranty reserve consists
      of the following:

                                                        2007            2006
                                                    ------------    ------------
             Beginning product warranty reserve
               balance                              $   208,000         208,000
             Warranty repairs                          (270,124)       (280,085)
             Warranties issued                           256,027        138,975
             Changes in estimated warranty costs          14,097        141,110
                                                    ------------    ------------
                     Ending product warranty
                     reserve balance                $    208,000        208,000
                                                    ============    ============

(5)   Line of Credit

      The Company has a revolving line of credit facility with a commercial bank
      in the amount of $6  million.  Borrowing  limitations  are based on 35% of
      eligible inventory and up to 80% of eligible accounts receivable.  At June
      30, 2007 and 2006,  the  outstanding  balance was  approximately  $-0- and
      $577,000,  respectively. The line of credit is collateralized by inventory
      and accounts  receivable  and bears  interest at the bank's  "prime rate,"
      (8.75% and 8.25% at June 30,  2007 and 2006,  respectively).  This line is
      subject to bi-annual  renewal and matures on December  15,  2008.  Accrued
      interest is payable monthly.

      The  Company's  revolving  line of  credit  agreement  includes  covenants
      requiring the Company to maintain certain financial ratios. As of June 30,
      2007, the Company was in compliance with all loan covenants.

      The acquisition of Rajala Therapy Sales Associates,  Inc on June 30, 2007,
      included a line of credit  with a balance  due of  $250,000 as of June 30,
      2007. The Rajala line of credit was subsequently  paid off and canceled in
      July 2007.

(6)   Long-Term Debt

      Long-term debt consists of the following:

                                                        2007            2006
                                                    ------------    ------------

           9.11% promissory note secured by
           building, maturing June 2017,
           payable in  monthly installments
           beginning at $11,388                     $  1,500,000              -

           6.44% promissory note secured by
           trust deed on real property,
           maturing January 2021, payable
           in monthly installments of $13,278          1,440,070      1,504,394

           6.21% promissory note secured by a
           trust deed on real property, maturing
           November 2013, payable in decreasing
           installments currently at $7,373              442,803        498,159

           5.84% promissory note secured by a
           trust deed on real property, payable
           in monthly installments of $8,669
           through November 2008                         140,737        233,422

           8.87% promissory note secured by
           fixed assets, payable in monthly
           installments of $3,901 through
           May 2007                                           -          41,435

           Other notes payable                                -             518
                                                    ------------    ------------
                        Total long-term debt           3,523,610      2,277,928

           Less current installments                     271,979        254,518
                                                    ------------    ------------
                        Long-term debt, excluding
                        current installments        $  3,251,631      2,023,410
                                                    ============    ============


                                      F-10
<PAGE>

      The  aggregate  maturities  of  long-term  debt  for  each  of  the  years
      subsequent to 2007 are as follow:  2008, $271,979;  2009, $278,174;  2010,
      $255,109; 2011, $275,031; 2012, $291,050 and thereafter $2,152,267.

(7)   Leases

      The  Company  leases   vehicles  under   noncancelable   operating   lease
      agreements.  Rent  expense  for the years ended June 30, 2007 and 2006 was
      $28,736 and $29,765, respectively. Future minimum rental payments required
      under noncancelable  operating leases that have initial or remaining lease
      terms in  excess  of one year as of 2007 are as  follows:  2008,  $27,883;
      2009, $15,800; 2010, $8,098 and 2011, $7,423.

(8)   Goodwill and Other Intangible Assets

      Goodwill.  The cost of acquired  companies  in excess of the fair value of
      the net assets and  purchased  intangible  assets at  acquisition  date is
      recorded as goodwill. As of June 30, 2002, the Company had net goodwill of
      $789,422  arising from the acquisition of Superior  Orthopaedic  Supplies,
      Inc. on May 1, 1996 and the  exchange  of  Dynatronics  Laser  Corporation
      common stock for a minority interest in Dynatronics  Marketing Corporation
      on June  30,  1983.  On June  30,  2007 the  Company  recorded  additional
      goodwill in the amount of $1,969,150 in conjunction  with the  acquisition
      of Rajala Therapy Sales Associates, Inc.

      Identifiable  Intangibles.  Identifiable  intangibles assets,  included in
      other assets, consists of the following:

                                                       As of           As of
                                                      June 30,        June 30,
                                                        2007            2006
                                                    ------------    ------------
       Trade name - 15 years                        $    118,000             -0-
       Domain name - 15 years                              1,200             -0-
       Non-compete covenant - 4 years                    114,000             -0-
       Customer relationships - 7 years                   89,000             -0-
       Backlog of orders - 3 months                        2,700             -0-
       Customer database - 7 years                         8,700             -0-
       License agreement - 10 years                       73,240          73,240
                                                    ------------    ------------
          Total identifiable intangibles                 406,840          73,240
       Accumulated amortization                           50,048          42,724
                                                    ------------    ------------
                  Net carrying amount               $    356,792          30,516
                                                    ============    ============


                                      F-11
<PAGE>

      Amortization  expense associated with the license agreement was $7,324 for
      2007  and  2006.  Estimated  amortization  expense  for  the  identifiable
      intangibles is expected to be as follows:  2008,  $60,428;  2009, $57,728;
      2010, $57,728; 2011, $51,623; 2012, $21,904 and thereafter $107,381.

(9)   Income Taxes

      Income tax expense (benefit) for the years ended June 30 consists of:

                                       Current      Deferred         Total
                                      --------------------------- -------------
      2007:
           U.S. federal              $   (134,760)    (32,576)      (167,336)
           State and local                (14,430)     (4,434)       (18,864)
                                      --------------------------- -------------
                                     $   (149,190)    (37,010)      (186,200)
                                      =========================== =============
      2006:
           U.S. federal              $     (3,724)     (1,556)        (5,280)
           State and local                 20,711        (241)        20,470
                                      --------------------------- -------------
                                     $     16,987      (1,797)        15,190
                                      =========================== =============

      Actual  income  tax  expense  differs  from  the  "expected"  tax  expense
      (computed by applying the U.S. federal corporate income tax rate of 34% to
      income before income taxes) as follows:

                                                        2007            2006
                                                    ------------    ------------
      Expected tax expense                          $    (92,223)        71,135
      State taxes, net of federal tax benefit            (12,450)        11,206
      Officers' life insurance                            (3,479)        (3,278)
      Extraterritorial income exclusion                      -0-         (7,662)
      Other, net                                         (78,048)       (56,211)
                                                    ------------    ------------
                                                    $   (186,200)        15,190
                                                    ============    ============

      Deferred income tax assets and  liabilities  related to the tax effects of
      temporary differences are as follows:

                                                        2007            2006
                                                    ------------    ------------
       Net deferred tax asset - current:
            Inventory capitalization for income
              tax purposes                          $     62,447         63,523
            Inventory reserve                            117,348        143,043
            Warranty reserve                              77,584         77,584
            Accrued product liability                     12,521         12,580
            Charitable contribution                        2,846            -0-
            Allowance for doubtful accounts              123,410         91,100
                                                    ------------    ------------
                 Total deferred tax asset - current $    396,156        387,830
                                                    ============    ============
       Net deferred tax asset (liability) -
        non-current:
            Deferred compensation                   $    156,835        144,817
            Property and equipment, principally
              due to differences in
            depreciation                                (488,896)      (373,052)
            R&D credit carryover                          40,752            -0-
            Non-compete and goodwill                       1,974          2,632
                                                    ------------    ------------
       Total deferred tax liability - non-current   $   (289,335)      (225,603)
                                                    ============    ============



                                      F-12
<PAGE>

      In  assessing  the  realizability  of  deferred  tax  assets,   management
      considers  whether it is more likely than not that some  portion or all of
      the deferred tax assets will not be realized.  The ultimate realization of
      deferred tax assets is dependent  upon the  generation  of future  taxable
      income  during the periods in which  those  temporary  differences  become
      deductible.  Management  considers the scheduled  reversal of deferred tax
      liabilities,  projected future taxable income, and tax planning strategies
      in making  this  assessment.  Based upon the level of  historical  taxable
      income and  projections  for future  taxable income over the periods which
      the deferred  tax assets are  deductible,  management  believes it is more
      likely  than not that the  Company  will  realize  the  benefits  of these
      deductible differences.

(10)  Major Customers and Sales by Geographic Location

      During the fiscal years ended June 30, 2007 and 2006,  sales to any single
      customer did not exceed 10% of total net sales.

      Sales in the  United  States and other  countries  were  approximately  95
      percent and 5 percent for both fiscal  years ended June 30, 2007 and 2006,
      respectively.

(11)  Common Stock and Stock Equivalents

      On July 15, 2003,  the Company  approved an open-market  share  repurchase
      program for up to $500,000 of the Company's common stock.  During the year
      ended June 30, 2007, the Company  acquired and retired  $244,682 of common
      stock.  During the year ended June 30,  2006,  the  Company  acquired  and
      retired $59,449 of common stock.

      During the years ended June 30, 2007 and 2006,  the Company  granted 7,476
      and 5,200 shares of restricted  common stock to directors as compensation,
      respectively, 7,476 shares of which had not vested as of June 30, 2007.

      The  Company  maintains a 2005  equity  incentive  plan for the benefit of
      employees.  Incentive and nonqualified  stock options,  restricted  common
      stock,  stock  appreciation  rights,  and other share-based  awards may be
      granted   under  the  Plan.   Awards   granted   under  the  Plan  may  be
      performance-based.  At June 30, 2007,  520,854 shares of common stock were
      authorized and reserved for issuance, but were not granted under the terms
      of the 2005 equity incentive plan.

      The Company  granted options to acquire common stock under its 2005 equity
      incentive  plan for fiscal  2007 and 2006.  The options are granted at not
      less  than  100% of the  market  price of the  stock at the date of grant.
      Option terms are determined by the board of directors,  and exercise dates
      may range from six months to ten years from the date of grant.

      The fair  value of each  option  grant is  estimated  on the date of grant
      using  the   Black-Scholes   option-pricing   model  with  the   following
      assumptions:

                                                        2007            2006
                                                    ------------    ------------
             Expected dividend yield                     0%              0%
             Expected stock price volatility           55-58%          70-88%
             Risk-free interest rate                4.50 - 5.03%    4.14 - 4.98%
             Expected life of options                  7 years      5 - 10 years

                                      F-13
<PAGE>

      The weighted  average fair value of options  granted  during 2007 and 2006
      was $.75 and $1.22, respectively.

      The following table  summarizes the Company's stock option activity during
      the years ended June 30, 2007 and 2006:

                                        2007                         2006
                               -------------------------------------------------
                                              Weighted                Weighted
                                              average                  average
                                Number         exercise     Number    exercise
                               of shares        price     of shares     price
                               ----------- ------------------------  -----------
      Options outstanding at
        beginning of year       1,129,858  $       1.42   1,155,839  $    1.41
      Options granted              40,959          1.22     236,374       1.49
      Options exercised            (1,664)          1.02    (14,238)      1.11
      Options canceled or
        expired                  (120,961)          1.54   (248,117)      1.42
                               -----------               ----------
      Options outstanding
        at end of year          1,048,192          1.40   1,129,858       1.42
                               ===========               ==========
      Options exercisable
         at end of year         1,041,816          1.39   1,129,858       1.42
                               ===========               ==========
      Range of exercise
        prices at end
        of year               $0.66 - 3.00              $0.66 - 3.00

      At June 30,  2007 and 2006 the  Company  had  60,000  and  80,000  options
      respectively,  outstanding  that were not issued under the Company's stock
      option plan. The exercise price of the options ranges from $1.08 to $4.00.
      The options expire during fiscal 2008 through fiscal 2010.

      The aggregate intrinsic value on the date of exercise of options exercised
      during  the  years  ended  June 30,  2007  and  2006 was $383 and  $7,478,
      respectively.

(12)  Employee Benefit Plan

      During  1991,  the  Company  established  a  deferred  savings  plan which
      qualifies under Internal Revenue Code Section 401(k).  The plan covers all
      employees  of the  Company who have at least six months of service and who
      are age 20 or  older.  For  2007  and  2006,  the  Company  made  matching
      contributions of 25% of the first $2,000 of each employee's  contribution.
      The Company's contributions to the plan for 2007 and 2006 were $31,212 and
      $34,120, respectively. Company matching contributions for future years are
      at the discretion of the board of directors.

(13)  Salary Continuation Agreements

      As of June 30, 2007 the Company had salary  continuation  agreements  with
      two  key  employees.   The  agreements  provide  a  pre-retirement  salary
      continuation income to the employee's designated  beneficiary in the event
      that the employee dies before  reaching age 65. This death benefit  amount
      is the lesser of $75,000 per year or 50% of the  employee's  salary at the
      time of death, and continues until the employee would have reached age 65.
      The  agreements  also  provide the  employee  with a 15-year  supplemental
      retirement  benefit  if the  employee  remains  in the  employment  of the
      Company until age 65.  Estimated  amounts to be paid under the  agreements
      are being accrued over the period of the employees' active employment.  As
      of  2007  and  2006,  the  Company  has  accrued  $420,470  and  $388,250,
      respectively, of deferred compensation under the terms of the agreements.



                                      F-14
<PAGE>

(14)  Acquisition and Non-Cash Disclosure

      On June 30, 2007, the Company completed the acquisition of a 100% interest
      in its largest independent distributor, Rajala Therapy Sales Associates of
      Pleasanton,  California  (Rajala).  Over the past few years there has been
      significant  consolidation  within the physical  medicine  market which is
      changing  the  dynamics  of  the  industry.   In  order  to  compete  more
      effectively within the changing marketplace, the Company has implemented a
      strategy  to  create  a  direct  channel  of   distribution   through  the
      acquisition of its  independent  distributors,  the  recruitment of direct
      sales representatives and the retention of strong independent dealers. The
      Rajala  purchase  was  $2,695,002,   paid  through  an  acquisition   cash
      obligation  $1 million of cash and the  issuance of 1.5 million  shares of
      the Company's common stock.

      The acquisition value of Rajala Therapy Sales Associates was accounted for
      using the purchase method of accounting.  Accordingly,  the purchase price
      was assigned to the assets acquired and the  liabilities  assumed based on
      fair market values at the purchase date. The following  table reflects the
      estimated fair values of the assets acquired and the  liabilities  assumed
      as of the acquisition date:

      Cash                                                         $     67,839

      Trade accounts receivable                                         900,322

      Inventories                                                       573,356

      Prepaid expenses                                                   42,629

      Property and equipment                                             19,766

      Intangible assets - weighted average 9 years                      333,600

      Goodwill                                                        1,876,734
                                                                   -------------
      Total assets acquired                                           3,814,246

      Line of credit                                                   (250,000)

      Accounts payable and accrued expenses                            (869,244)
                                                                   -------------
      Net assets acquired                                             2,695,002
                                                                   =============

      The  acquisition  resulted  in a $7,757  current  income tax benefit and a
      $100,173  deferred  income  tax  liability,  the net  amount  of which was
      recognized  as a $92,416  increase to goodwill.  The results of operations
      for 2007 and 2006 for Rajala are not included in the  Company's  Statement
      of Operations  because the acquisition was made on June 30, 2007, the last
      day of the Company's fiscal year 2007.

      Unaudited  pro forma  results of  operations  for the years ended June 30,
      2007 and 2006, as though Rajala had been acquired as of July 1, 2005,  are
      as follows:

                                                        2007            2006
                                                    ------------    ------------
      Net sales                                     $ 24,036,702     24,844,582
      Net income (loss)                                  (55,006)       211,839
      Basic and diluted net income (loss) per
       common share                                         (.01)           .02

(15)  Subsequent Events

      On July 2, 2007 the  Company  acquired  five  additional  key  independent
      distributors  including  Responsive  Providers,  Inc. of  Houston,  Texas,
      Therapy and Health Care Products, Inc. of Youngstown, Ohio, Cyman Therapy,


                                      F-15
<PAGE>

      Inc. of Detroit, Michigan, Al Rice and Associates, Inc. of Jeffersonville,
      Indiana  and  Theratech  Inc.  of   Minneapolis,   Minnesota.   The  total
      consideration  paid for the five  separately-negotiated  acquisitions  was
      approximately $5.7 million comprised of approximately $2.3 million in cash
      and 3.1 million shares of common stock. As a result of these  acquisitions
      there will be an increase in intangible assets,  goodwill and deferred tax
      assets and liabilities,  the dollar amounts of which are undeterminable as
      of  this  report.   The  Company  has  also  begun  hiring   direct  sales
      representatives in key locations.

(16)  Recent Accounting Pronouncements

      On July 13,  2006,  FASB  Interpretation  (FIN)  No.  48,  Accounting  for
      Uncertainty  in Income  Taxes - An  Interpretation  of FASB No.  109,  was
      issued.  FIN 48 clarifies the accounting  for  uncertainty in income taxes
      recognized in a company's  financial  statements  in accordance  with FASB
      Statement No. 109,  Accounting for Income Taxes.  The provisions of FIN 48
      are  effective  for  fiscal  years  beginning  after  December  15,  2006.
      Accordingly,  the Company will implement the revised standard in the first
      quarter of fiscal year 2008.

      In September 2006, the FASB issued SFAS No. 157, Fair Value  Measurements.
      SFAS 157 defines fair value,  establishes a framework  for measuring  fair
      value,   and  expands   disclosure   requirements   regarding  fair  value
      measurement. Where applicable, this statement simplifies and codifies fair
      value related guidance  previously  issued within United States of America
      generally  accepted  accounting  principles.  SFAS  157 is  effective  for
      financial  statements issued for fiscal years beginning after November 15,
      2007,  and interim  periods  within  those  fiscal  years.  The Company is
      currently  reviewing  SFAS 157 and has not yet  determined the impact that
      the  adoption  of SFAS 157  will  have on its  results  of  operations  or
      financial condition.






                                      F-16
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
        ---------------------------------------------------------------
        Financial Disclosure
        ---------------------

         None.

Item 8A. Controls and Procedures
         -----------------------

         Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934), as of the end of the
period covered by this Report. Based upon that evaluation, our management have
concluded that our disclosure controls and procedures are effective to
reasonably ensure that information we are required to disclose in reports filed
by the Company under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures. There have been no significant changes in
internal controls over financial reporting during the fourth quarter or fiscal
year 2007, or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Item 8B.  Other Information

         None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        ------------------------------------------------------------------------
With Section 16(a) of the  Exchange Act
---------------------------------------

         The Company hereby incorporates by reference into and makes a part of
this report the information and disclosure set forth under the headings
"Executive Officers and Directors," "Compliance with Section 16(a) of the
Securities Exchange Act of 1934," "Committees and Meetings of the Board of
Directors," "Audit Committee Financial Expert" and "Code of Ethics" contained in
the Company's definitive proxy statement for its 2007 Annual Meeting of
Shareholders, to be sent to shareholders of the Company subsequent to the filing
of this report on Form 10-KSB.

Item 10.  Executive Compensation
          ----------------------

         The Company hereby incorporates by reference into and makes a part of
this report the information and disclosure set forth under the heading
"Executive Compensation and other Matters" and "Director Compensation" contained
in the Company's definitive proxy statement for its 2007 Annual Meeting of
Shareholders, to be sent to shareholders of the Company subsequent to the filing
of this report on Form 10-KSB.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          ------------------------------------------------------------------
Related Stockholder Matters
---------------------------

         The Company hereby incorporates by reference into and makes a part of
this report the information and disclosure set forth under the heading "Voting
Securities and Principal Shareholders" and "Equity Compensation Plan
Information" contained in the Company's definitive proxy statement for its 2007
Annual Meeting of Shareholders, to be sent to shareholders of the Company
subsequent to the filing of this report on Form 10-KSB.

Item 12. Certain Relationships and Related Transactions
         ----------------------------------------------

         During the two years ended June 30, 2007, the Company was not a party
to any transaction in which any director, executive officer or shareholder
holding more than 5% of the Company's issued and outstanding common stock had a
direct or indirect material interest.

Item 13. Exhibits
         --------

       (a)   Exhibits and documents required by Item 601 of Regulation S-B:


                                       20
<PAGE>

         1.   Financial Statements (included in Part II, Item 7):

              Report of Independent Registered Public Accounting Firm........F-1

              Consolidated Balance Sheets at June 30, 2007 and 2006..........F-2

              Consolidated Statements of Operations for years ended
              June 30, 2007 and 2006.........................................F-3

              Consolidated Statements of Stockholders'
              Equity for years ended June 30, 2007
              and 2006.......................................................F-4

              Consolidated Statements of Cash Flows for
              years ended June 30, 2007 and 2006 ............................F-5

              Notes to Consolidated Financial Statements.....................F-6


       Exhibits:
       --------

        Reg. S-B
       Exhibit No.            Description
       -----------            -----------

         3.1         Articles of Incorporation and Bylaws of Dynatronics Laser
                     Corporation. Incorporated by reference to a Registration
                     Statement on Form S-1 (No. 2-85045) filed with the
                     Securities and Exchange Commission and effective November
                     2, 1984.

         3.2         Articles of Amendment dated November 21, 1988 (previously
                     filed)

         3.3         Articles of Amendment dated November 18, 1993 (previously
                     filed)

         4.1         Form of certificate representing Dynatronics Laser
                     Corporation common shares, no par value. Incorporated by
                     reference to a Registration Statement on Form S-1 (No.
                     2-85045) filed with the Securities and Exchange Commission
                     and effective November 2, 1984.

         4.2         Amended and Restated 1992 Stock Option Plan, effective
                     November 28, 1996 (previously filed)

         10.1        Employment Agreement with Kelvyn H. Cullimore, Jr.
                     (previously filed)

         10.2        Employment Agreement with Larry K. Beardall (previously
                     filed)

         10.3        Loan Agreements with Zion Bank (previously filed)

         10.4        Settlement Agreement dated March 29, 2000 with Kelvyn
                     Cullimore, Sr. (previously filed)

         10.7        Dynatronics Corporation 2005 Equity Incentive Award Plan
                     (previously filed as Annex A to the Company's Definitive
                     Proxy Statement on Schedule 14A filed on October 27, 2005)

         10.8        Form of Option Agreement for the 2005 Equity Incentive
                     Award Plan for incentive stock options (filed as Exhibit to
                     June 30, 2006 Annual Report on Form 10-KSB)

         10.9        Form of Option Agreement for the 2005 Equity Incentive
                     Award Plan for non-qualified options (filed as Exhibit to
                     June 30, 2006 Annual Report on Form 10-KSB)

         23.1        Consent of Independent Registered Public Accounting Firm
                     dated August 26, 2009 (filed herewith)

         31          Certification under Rule 13a-14(a)/15d-14(a) of principal
                     executive officer and principal accounting and financial
                     officer (filed herewith)

                                       21
<PAGE>

         32          Certification under Section 906 of the Sarbanes-Oxley Act
                     of 2002 (18 U.S.C. SECTION 1350) (filed herewith)


Item 14.  Principal Accountant Fees and Services
          --------------------------------------

         The Company hereby incorporates by reference into and makes a part of
this report the information and disclosure set forth under the heading "Auditor
Fees" contained in the Company's definitive proxy statement for its 2007 Annual
Meeting of Shareholders, to be sent to shareholders of the Company subsequent to
the filing of this report on Form 10-KSB.





                                       22
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       DYNATRONICS CORPORATION


                                       By   /s/ Kelvyn H. Cullimore, Jr.
                                          --------------------------------------
                                           Kelvyn H. Cullimore, Jr.
                                           Chief Executive Officer and President

Date:  August 26, 2009

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this amended report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/ Kelvyn H. Cullimore, Jr.   Chairman, President,           August 26, 2009
----------------------------   CEO (Principal
Kelvyn H. Cullimore, Jr.       Executive Officer)


/s/ Terry M. Atkinson          Chief Financial                August 26, 2009
----------------------------   Officer (Principal
Terry M. Atkinson, CPA         Financial Officer
                               and Principal
                               Accounting Officer)











                                       23



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