UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





(Mark
One)


x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended March 31, 2009




OR




 ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934




For
the transition period from  
to








Commission
File Number 0-10832








AFP
Imaging Corporation


(Exact
Name of Registrant as Specified in Its Charter)








New
      York
                
                13-2956272(State
      or Other Jurisdiction of

                    Incorporation
      or Organization)
                
                (I.R.S.
      Employer Identification No.)250 Clearbrook Road,
      Elmsford, New York
                
                10523(Address
      of Principal Executive Offices)
                
                (Zip
      Code)




914-592-6100


(Registrant's
Telephone Number, Including Area Code)





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YesX    No_____




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one)






Large
      accelerated filer
                        
                        
                        Accelerated
      filer
                        
                        
                        Non-accelerated
      filer(Do not check if a smaller reporting company)Smaller
      reporting company
                        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
registrant had 17,928,800 shares of its common stock outstanding as of May 12,
2009.







AFP
Imaging Corporation
 
 Table of
Contents
   PagePart I.
                              Financial InformationItem 1.
                              Financial
      Statements.Condensed Consolidated Balance Sheets as of March 31, 2009
      (unaudited) and June 30, 2008
                              4Condensed Consolidated
      Statements of Operations for the threeand nine  months ended
      March31, 2009 and 2008(unaudited)
                              5Condensed Consolidated
      Statements of Shareholders’
      (Deficit)/Equity for the ninemonths
      ended March31, 2009 and
      2008(unaudited)
                              6Condensed Consolidated
      Statements of
      Cash Flows for the ninemonths endedMarch31, 2009and2008(unaudited)
                              7Notes
      toConsolidated Interim
      Financial Statements
                              8-16Item 2.
                              Management’sDiscussion and
      Analysis of Financial Condition and Results of Operations.
                              17-25Item 3.
                              Quantitative
      andQualitative Disclosures About Market
      Risk.
                              25Item 4T.
                              Controlsand
      Procedures.
                              25-27Part II.
                              Other
      InformationItem 1.
                              Legal Proceedings.
                              28Item 6.
                              Exhibits.
                              28Signatures
                              29-35






2




This
Quarterly Report on Form 10-Q contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995.  Forward-looking statements involve known and unknown risks and
uncertainties and other factors that could cause the actual results of AFP
Imaging Corporation (collectively with its subsidiaries, the “Company”) or
achievements expressed or implied by such forward-looking statements to not
occur, not be realized or differ materially from that stated in such
forward-looking statements.  Forward-looking statements may be
identified by terminology such as “plan,” “may,” “will,” “could,” “would,”
“project,” “expect,” “believe,” “estimate,” “anticipate,” ”intend,” “continue,”
“potential,” “opportunity” or similar terms, variations of such terms, or the
negative of such terms or variations.  Potential risks, uncertainties
and factors include, but are not limited to:
 ·
              adverse
      changes in general economic
conditions,
 ·
              the
      Company’s ability to cure the default situation with its senior secured
      lender,
 ·
              the
      Company’s ability to repay its debts when
due,
 ·
              changes
      in the markets for the Company’s products and
  services,
 ·
              the
      ability of the Company to successfully design, develop, manufacture and
      sell new products,
 ·
              the
      Company’s ability to successfully market its existing and new
      products,
 ·
              adverse
      business conditions,
 ·
              changing
      industry and competitive
conditions,
 ·
              the
      effect of technological advancements on the marketability of the Company’s
      products,
 ·
              the
      Company’s ability to protect its intellectual property rights and/or where
      its intellectual property rights may infringe on the intellectual property
      rights of others,
 ·
              maintaining
      operating efficiencies,
 ·
              pricing
      pressures,
 ·
              risks
      associated with foreign sales,
 ·
              risks
      associated with the loss of services of the key executive
      officers,
 ·
              the
      Company’s ability to attract and retain key
  personnel,
 ·
              difficulties
      in maintaining adequate long-term financing to meet the Company’s
      obligations and fund the Company’s
operations,
 ·
              changes
      in the nature or enforcement of laws and regulations concerning the
      Company’s products, services, suppliers, or
  customers,
 ·
              determinations
      in various outstanding legal
matters,
 ·
              the
      success of the Company’s strategy to increase its market share in the
      industries in which it competes,
 ·
              the
      Company’s ability to successfully integrate the operations of any entity
      acquired by the Company with the Company’s
  operations,
 ·
              changes
      in currency exchange rates and regulations,
and
 ·
              other factors set forth in this
      Quarterly Report on Form 10-Q, and the Company’s Annual Report on Form
      10-K for the year ended June 30, 2008, and from time to time in the
      Company’s other filings with the Securities and Exchange
      Commission.
 
 Readers
are urged to carefully review and consider the various disclosures made by the
Company in this Quarterly Report on Form 10-Q, the Company’s Annual Report on
Form 10-K for the year ended June 30, 2008, and the Company’s other filings with
the SEC.  These reports attempt to advise interested parties of the
risks and factors that may affect the Company’s business, financial condition
and results of operations and prospects.  The forward-looking
statements made in this Form 10-Q speak only as of the date hereof and the
Company disclaims any obligation to provide updates, revisions or amendments to
any forward-looking statements to reflect changes in the Company’s expectations
or future events.
 
 PART I
 FINANCIAL
INFORMATION
 The
consolidated financial statements included herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission.  While certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles in the United States have been
condensed or omitted pursuant to such rules and regulations, the Company
believes that the disclosures made herein are adequate to make the information
presented not misleading.  It is recommended that these consolidated
financial statements be read in conjunction with the Company’s consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 2008.
 
 In the
opinion of the Company, all adjustments necessary to present fairly the
Company’s consolidated financial position as of March 31, 2009, and its results
of operations for the nine and three-month periods ended March 31, 2009 and
2008, and its cash flows for the nine-month periods ended March 31, 2009 and
2008, consisting of normal recurring adjustments, have been
included.  The accompanying unaudited interim consolidated financial
statements include all adjustments (consisting only of those of a normal
recurring nature) necessary for a fair statement of the results of the interim
periods.
  3


Item 1:  FINANCIAL STATEMENTS


AFP
Imaging Corporation and Subsidiaries
 Condensed
Consolidated Balance Sheets – March 31, 2009 and June 30,
2008
  Assets
                                                                                                                                                                                  March
      31,
                                                                                                                                                                                  
                                                                                                                                                                                  June
      30,
                                                                                                                                                                                  
                                                                                                                                                                                  Liabilities
      and Shareholders' Equity
                                                                                                                                                                                  March
      31,
                                                                                                                                                                                  
                                                                                                                                                                                  June
      30,2009
                                                                                                                                                                                  
                                                                                                                                                                                  2008
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  2009
                                                                                                                                                                                  
                                                                                                                                                                                  2008(Unaudited)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (Unaudited)Current
      Assets:
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  Current
      Liabilities:Cash
      and cash equivalents
                                                                                                                                                                                  $
                                                                                                                                                                                  873,390
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  819,444
                                                                                                                                                                                  
                                                                                                                                                                                  Current
      portion of long-term debt
                                                                                                                                                                                  $
                                                                                                                                                                                  8,650,440
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  8,578,056Accounts receivable,less
      allowance fordoubtful
      accounts of $504,723 and
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  Accounts
      payable
                                                                                                                                                                                  
                                                                                                                                                                                  2,695,000
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  3,557,357$919,483,
      respectively
                                                                                                                                                                                  
                                                                                                                                                                                  1,761,405
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  4,281,796Accrued
      expenses and other currentliabilities
                                                                                                                                                                                  
                                                                                                                                                                                  2,889,764
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  3,525,308Deferred
      revenue
                                                                                                                                                                                  
                                                                                                                                                                                  22,000
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  822,000Total
      current liabilities
                                                                                                                                                                                  
                                                                                                                                                                                  14,257,204
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  16,482,721Inventories
                                                                                                                                                                                  
                                                                                                                                                                                  3,848,238
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  6,950,129Prepaid
      expenses and other currentassets
                                                                                                                                                                                  
                                                                                                                                                                                  442,366
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  557,947
                                                                                                                                                                                  
                                                                                                                                                                                  Deferred
      liabilities
                                                                                                                                                                                  
                                                                                                                                                                                  925,457
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  718,358Deferred
      income taxes
                                                                                                                                                                                  
                                                                                                                                                                                  56,395
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  76,921
                                                                                                                                                                                  
                                                                                                                                                                                  Long-term
      debt
                                                                                                                                                                                  
                                                                                                                                                                                  16,303
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  22,957Total
      current assets
                                                                                                                                                                                  
                                                                                                                                                                                  6,981,794
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  12,686,237
                                                                                                                                                                                  
                                                                                                                                                                                  Total
      liabilities
                                                                                                                                                                                  
                                                                                                                                                                                  15,198,964
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  17,224,036Commitments
      and Contingencies (Note 9)Property
      and equipment
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  Shareholders’
      Equity:At
      cost
                                                                                                                                                                                  
                                                                                                                                                                                  2,218,963
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  2,252,099
                                                                                                                                                                                  
                                                                                                                                                                                  Preferred stock -$.01 par
      value; authorizedLess
      accumulated depreciation
                                                                                                                                                                                  
                                                                                                                                                                                  (1,878,970)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1,778,510)
                                                                                                                                                                                  
                                                                                                                                                                                  5,000,000
      shares, none issued
                                                                                                                                                                                  
                                                                                                                                                                                  -
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -339,993
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  473,589
                                                                                                                                                                                  
                                                                                                                                                                                  Common stock,$.01 par
      value; authorized100,000,000
      shares at March 31, 2009 and30,000,000
      shares at June 30, 2008; and17,928,800  shares
      outstanding at March31,
      2009 and June 30, 2008
                                                                                                                                                                                  
                                                                                                                                                                                  179,288
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  179,288Deferred
      income taxes
                                                                                                                                                                                  
                                                                                                                                                                                  593,980
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  466,022
                                                                                                                                                                                  
                                                                                                                                                                                  Common
      stock warrants
                                                                                                                                                                                  
                                                                                                                                                                                  91,131
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  91,131Other
      assets
                                                                                                                                                                                  
                                                                                                                                                                                  149,329
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  323,813
                                                                                                                                                                                  
                                                                                                                                                                                  Paid-in
      capital
                                                                                                                                                                                  
                                                                                                                                                                                  25,444,176
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  25,444,176Goodwill
                                                                                                                                                                                  
                                                                                                                                                                                  3,749,963
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  4,453,627
                                                                                                                                                                                  
                                                                                                                                                                                  Accumulated
      deficit
                                                                                                                                                                                  
                                                                                                                                                                                  (28,839,732)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (21,809,709)Other
      intangibles, net
                                                                                                                                                                                  
                                                                                                                                                                                  2,209,143
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  2,997,551
                                                                                                                                                                                  
                                                                                                                                                                                  Cumulative
      translation adjustment
                                                                                                                                                                                  
                                                                                                                                                                                  1,950,375
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  271,917Total
      shareholders’ (deficit)/equity
                                                                                                                                                                                  
                                                                                                                                                                                  (1,174,762)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  4,176,803Total
      Liabilities and Shareholders’Total
      Assets
                                                                                                                                                                                  $
                                                                                                                                                                                  14,024,202
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  21,400,839
                                                                                                                                                                                  
                                                                                                                                                                                  (Deficit)/Equity
                                                                                                                                                                                  $
                                                                                                                                                                                  14,024,202
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  21,400,839






The
accompanying notes to condensed consolidated financial statements are an
integral part of these statements.


4




AFP
Imaging Corporation and Subsidiaries
 Condensed
Consolidated Statements of Operations
 (Unaudited)
  Three
      Months Ended
                      March
      31,
                    
                    
                    Nine
      Months Ended
                      March
      312009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Net
      sales
                    
                    $
                    4,868,589
                    
                    
                    $
                    8,562,300
                    
                    
                    $
                    18,798,168
                    
                    
                    $
                    24,669,738Cost
      of sales
                    
                    
                    (2,632,068
                    )
                    
                    
                    5,044,692
                    
                    
                    
                    (10,417,810
                    )
                    
                    
                    14,505,785Gross
      profit
                    
                    
                    2,236,521
                    
                    
                    
                    3,517,608
                    
                    
                    
                    8,380,358
                    
                    
                    
                    10,163,953Selling,
      general and administrative expenses
                    
                    
                    3,395,423
                    
                    
                    
                    4,543,187
                    
                    
                    
                    10,509,709
                    
                    
                    
                    11,334,969Amortization
      of intangibles
                    
                    
                    103,105
                    
                    
                    
                    314,482
                    
                    
                    
                    326,259
                    
                    
                    
                    906,764Research
      and development expenses
                    
                    
                    286,781
                    
                    
                    
                    495,855
                    
                    
                    
                    1,096,032
                    
                    
                    
                    1,498,8593,785,309
                    
                    
                    
                    5,353,524
                    
                    
                    
                    11,932,000
                    
                    
                    
                    13,740,592Operating
      loss
                    
                    
                    (1,548,788
                    )
                    
                    
                    (1,835,916
                    )
                    
                    
                    (3,551,642
                    )
                    
                    
                    (3,576,639
                    )Foreign
      currency (loss)/gain on intercompany note
                    
                    
                    (385,549
                    )
                    
                    
                    992,678
                    
                    
                    
                    (2,536,254
                    )
                    
                    
                    2,088,024Interest
      expense, net
                    
                    
                    241,931
                    
                    
                    
                    220,613
                    
                    
                    
                    1,522,132
                    
                    
                    
                    714,077Loss
      before provision for income taxes
                    
                    
                    (2,176,268
                    )
                    
                    
                    (1,063,851
                    )
                    
                    
                    (7,610,028
                    )
                    
                    
                    (2,202,692
                    )(Benefit)/provision
      for income taxes
                    
                    
                    (196,809
                    )
                    
                    
                    307,644
                    
                    
                    
                    (580,005
                    )
                    
                    
                    1,607,022Net
      loss
                    
                    $
                    (1,979,459
                    )
                    
                    $
                    (1,371,495
                    )
                    
                    $
                    (7,030,023
                    )
                    
                    $
                    (3,809,714
                    )Net
      loss per common share:Basic
                    
                    $
                    (.11
                    )
                    
                    $
                    (.08
                    )
                    
                    $
                    (.39
                    )
                    
                    $
                    (.21
                    )Diluted
                    
                    $
                    (.11
                    )
                    
                    $
                    (.08
                    )
                    
                    $
                    (.39
                    )
                    
                    $
                    (.21
                    )Weighted
      average shares outstanding common stock:Basic
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800Diluted
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800
                    
                    
                    
                    17,928,800




The
accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
 5




AFP
Imaging Corporation and Subsidiaries
 Condensed Consolidated Statements of Shareholders’
(Deficit)/Equity
 For
the Nine Months Ended March 31, 2009 and 2008
 (Unaudited)
  Comprehensive
                      Loss
                    
                    
                    Common
      Stock
                    
                    
                    Common
      Stock
                      Warrants
                    
                    
                    Paid-in-Capital
                    
                    
                    Accumulated
                      Deficit
                    
                    
                    Foreign
      Currency
                      Translation
                      Adjustment
                    
                    
                    TotalBalance
      June 30, 2007
                    
                    
                    
                    
                    $
                    179,288
                    
                    
                    $
                    91,131
                    
                    
                    $
                    25,404,045
                    
                    
                    $
                    (10,760,543
                    )
                    
                    $
                    (38,488
                    )
                    
                    $
                    14,875,433Foreign
      currency translation gain
                    
                    $
                    163,795
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    163,795
                    
                    
                    
                    163,795Stock
      based compensation expense
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    40,131
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    40,131Net
      loss for nine months ended March 31, 2008
                    
                    
                    (3,809,714
                    )
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    (3,809,714
                    )
                    
                    
                    --
                    
                    
                    
                    (3,809,714
                    )Comprehensive
      loss
                    
                    $
                    (3,645,919
                    )
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --Balance
      March 31, 2008
                    
                    
                    
                    
                    
                    $
                    179,288
                    
                    
                    $
                    91,131
                    
                    
                    $
                    25,444,176
                    
                    
                    $
                    (14,570,257
                    )
                    
                    $
                    125,307
                    
                    
                    $
                    11,269,645Balance
      June 30, 2008
                    
                    
                    
                    
                    
                    $
                    179,288
                    
                    
                    $
                    91,131
                    
                    
                    $
                    25,444,176
                    
                    
                    $
                    (21,809,709
                    )
                    
                    $
                    271,917
                    
                    
                    $
                    4,176,803Foreign
      currency translation gain
                    
                    $
                    1,678,458
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    1,678,458
                    
                    
                    
                    1,678,458Net
      loss for nine months ended March 31, 2009
                    
                    
                    (7,030,023
                    )
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    (7,030,023
                    )
                    
                    
                    --
                    
                    
                    
                    (7,030,023
                    )Comprehensive
      loss
                    
                    $
                    (5,351,565
                    )
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --
                    
                    
                    
                    --Balance
      March 31, 2009
                    
                    
                    
                    
                    
                    $
                    179,288
                    
                    
                    $
                    91,131
                    
                    
                    $
                    25,444,176
                    
                    
                    $
                    (28,839,732
                    )
                    
                    $
                    1,950,375
                    
                    
                    $
                    (1,174,762
                    )




The
accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
 6




AFP
Imaging Corporation and Subsidiaries
 Condensed
Consolidated Statements of Cash Flows
 (Unaudited)
  Nine
      Months Ended
                                  March
      31,2009
                                
                                
                                2008Cash
      flows from operating activities:Net
      loss
                                
                                $
                                (7,030,023
                                )
                                
                                $
                                (3,809,714
                                )Adjustments
      to reconcile net loss to net cash provided by/(used in)
      operating activities-Depreciation
      and amortization
                                
                                
                                658,010
                                
                                
                                
                                1,166,085Loss
      on disposal of fixed assets
                                
                                
                                17,399
                                
                                
                                
                                ---Amortization
      of discount on term loan
                                
                                
                                861,626
                                
                                
                                
                                152,321Non-cash
      compensation expense
                                
                                
                                ---
                                
                                
                                
                                40,131Provision
      for losses on accounts receivable
                                
                                
                                ---
                                
                                
                                
                                683,494Exchange
      rate effect on intercompany note
                                
                                
                                2,478,163
                                
                                
                                
                                (2,088,024
                                )Deferred
      income taxes
                                
                                
                                (619,873
                                )
                                
                                
                                1,161,841Change
      in assets and liabilities:Decrease
      in accounts receivable
                                
                                
                                2,282,446
                                
                                
                                
                                1,093,691Decrease
      in inventories
                                
                                
                                2,836,261
                                
                                
                                
                                608,173Increase
      in prepaid expenses and other assets
                                
                                
                                (140,247
                                )
                                
                                
                                (135,249
                                )(Decrease)/increase
      in accounts payable
                                
                                
                                (538,643
                                )
                                
                                
                                21,219Increase/(decrease)  in
      accrued expenses and other current liabilities
                                
                                
                                540,354
                                
                                
                                
                                (391,992
                                )Decrease
      in deferred revenue and liabilities
                                
                                
                                (808,514
                                )
                                
                                
                                (95,355
                                )Total
      adjustments
                                
                                
                                7,566,982
                                
                                
                                
                                2,216,335Net
      cash provided by/(used in) operating activities
                                
                                
                                536,959
                                
                                
                                
                                (1,593,379
                                )Cash
      flows from investing activities:Purchases
      of property and equipment
                                
                                
                                (46,189
                                )
                                
                                
                                (141,213
                                )Net
      cash used in investing activities
                                
                                
                                (46,189
                                )
                                
                                
                                (141,213
                                )Cash
      flows from financing activities:Borrowing
      of debt
                                
                                
                                692,094
                                
                                
                                
                                1,399,601Repayment
      of debt
                                
                                
                                (1,112,361
                                )
                                
                                
                                (462,963
                                )Net
      cash (used in)/provided by financing activities
                                
                                
                                (420,267
                                )
                                
                                
                                936,638Exchange
      rate effect on cash and cash equivalents
                                
                                
                                (16,557
                                )
                                
                                
                                535,993Net
      increase in cash and cash equivalents
                                
                                
                                53,946
                                
                                
                                
                                (261,961
                                )Cash
      and cash equivalents, at beginning of period
                                
                                
                                819,444
                                
                                
                                
                                921,632Cash
      and cash equivalents, at end of period
                                
                                $
                                873,390
                                
                                
                                $
                                659,671Supplemental
      cash flow disclosures:
                                  Cash
      paid during the periods for-Interest
                                
                                $
                                259,571
                                
                                
                                $
                                587,962Income
      taxes, net of refunds
                                
                                $
                                76,426
                                
                                
                                $
                                750,447Supplemental
      schedule of non-cash activity:Equipment
      under capital lease
                                
                                
                                ---
                                
                                
                                $
                                35,872
 The
accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
 7


AFP
Imaging Corporation and Subsidiaries


Notes to Consolidated Financial Statements
 March 31,
2009
 (Unaudited)
  (1)
General:
  AFP
Imaging Corporation (together with its subsidiaries, the “Company”) was
organized on September 20, 1978 under the laws of the State of New
York.  Since such date, the Company has been engaged in the business
of designing, developing, manufacturing and distributing equipment for
generating and/or capturing medical and dental diagnostic images.  The
products utilize electronic and radiographic technologies, as well as the
chemical processing of photosensitive materials.  The Company is ISO
9001 certified.  Medical, dental, veterinary and industrial
professionals use these products.  The Company’s products are sold and
distributed to worldwide markets under various brand names and trademarks
through a network of independent and unaffiliated dealers and independent sales
representatives.   The Company has one business segment - medical
and dental x-ray imaging.
  The
Company’s primary objective is to be a leading provider of cost effective,
diagnostic radiographic products for applications in the medical, dental,
veterinary and industrial imaging fields.  The Company is
concentrating on:
 ·
              continually
      broadening its product offerings in the transition from x-ray film to
      electronic imaging,
 ·
              enhancing
      both its domestic and international distribution channels,
    and
 ·
              expanding
      its worldwide market presence in the diagnostic dental and medical imaging
      fields.
 
 On April
19, 2007, the Company completed the acquisition of Quantitative Radiology srl,
an Italian corporation (“QR”), by acquiring all of the outstanding share capital
of QR from its shareholders.  QR is a global supplier of
state-of-the-art, in-office three-dimensional dental and medical computed
tomography (“CT”).  QR uses an imaging technology that features a cone
shaped beam of x-rays (a “CBCT scanner”).  Prior to the acquisition of
QR, the Company acted as QR’s exclusive distributor in North and South America,
excluding Brazil.
  The
Company presently believes that its senior secured credit facility and foreign
lines of credit will not be sufficient to finance its ongoing worldwide working
capital requirements for the next twelve months.  ComVest Capital, LLC
(the “Senior Secured Lender”) agreed to lend to the Company an aggregate of up
to $8 million in the form of a $5 million term loan and a $3 million revolving
loan facility (the “Revolver”).  The Company’s aggregate outstanding
advances under the Revolver exceed the maximum revolving credit commitment
permissible under the Loan Agreement as a direct result of additional borrowings
made by the Company under the Revolver to pay the term loan principal and
interest charges and revolver interest charges for August 2008 through March
2009, and for accrued fees related to the facility.  The Company is in
default under the Revolving Credit and Term Loan Agreement with respect to the
Company’s obligation to repay the outstanding advances in excess of the
permissible maximum.  The Senior Secured Lender has not accelerated the
Revolver.The Senior
Secured Lender began charging the default rate of interest (an additional four
points) on the Revolving Credit and Term Loan effective December 1,
2008.  As of March 31, 2009, the rate was 14% on the convertible term
note and 9.25% on the revolving loan facility.  The Company’s
Revolving Credit and Term Loan Agreement contains a subjective acceleration
clause and accordingly, all such debt has been classified as a current liability
as of March 31, 2009 and June 30, 2008 in accordance with FASB Technical
Bulletin No. 79-3 “Subjective Acceleration Clauses in Long-Term Debt
Agreements”.
  The
Company’s foreign subsidiary, QR, has failed to make timely payments with
respect to certain amounts due to one of its financial institutions pursuant to
one of its line of credit agreements.  In January 2009, this lender
agreed to an extended repayment through October 2009, eliminated the available
line of credit, increased the interest rate on the outstanding debt, and agreed
it will extend no further borrowings on this line of credit.
  All of the
Company’s debt, except for the capitalized lease, has been classified as a
current liability in the accompanying consolidated financial
statements.
 The
Company has instituted significant cost cutting measures in order to reduce its
operating cash requirements.  The Company has reduced its overhead and many
of its discretionary expenditures.  The Company, along with its
investment banking consultants and its Senior Secured Lender, is also currently
in the process of seeking out additional financing alternatives, including
potential private equity sales of its securities, or seeking out a domestic or
foreign strategic and/or financial partner to negotiate a transaction, including
a merger with or acquisition by another entity of either the Company or QR, to
best serve the Company’s long-term goals and needs.  There can be no
assurance that the Company will be able to obtain any such financing or
consummate any such strategic transaction, upon favorable terms to it, or at
all.  In the event that the Company is unable to secure sufficient
financing or complete a transaction to maintain its operations, its business and
financial condition would be materially adversely affected.  These factors
raise substantial doubt about the Company’s ability to continue as a going
concern.  The consolidated financial statements do not include any
adjustments regarding this uncertainty.  Due to the continued losses
from operations and  the write-offs associated with the acquisition of
QR, as of March 31, 2009, the Company had negative shareholders’
equity.
  8




The
consolidated financial statements reflect the financial position of the Company
and its wholly-owned subsidiaries.  All significant intercompany
transactions have been eliminated.




The
accounting policies followed during the interim periods reported on herein are
in conformity with accounting principles generally accepted in the United States
and are consistent with those applied for annual periods, as described in the
Company's consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended June 30, 2008.  The Condensed
Consolidated Balance Sheet at June 30, 2008 has been derived from the audited
financial statements.




Certain
prior-period amounts have been reclassified to conform to the current-period
presentation.




(2) Stock
Option Plans:




Effective July 1, 2005, the
Company adopted the fair value based method of accounting for stock-based
employee compensation under the provisions of Statement of Financial Accounting
Standards No. 123 (Revised 2004), Share
Based Payment (“SFAS 123R”), using the modified prospective method
without restatement of the interim periods prior to the adoption date, as
described in SFAS 123R.  As a result, the Company began recognizing
expenses in an amount equal to the fair value of share-based payments (including
stock option awards) on their date of grant over the vesting period of the
awards.  Under SFAS 123R, the Company must recognize compensation
expense for (1) all share-based payments granted on or after July 1, 2005 and
(2) any partially vested options as of July 1, 2005.  Prior to the
adoption of SFAS 123R, the Company accounted for these plans pursuant to
Accounting Principles Board Opinion No. 25 Accounting
for Stock Issued to Employees.   Therefore, compensation
expense related to stock option awards was not reflected in operating expenses
in any period prior to July 2005 (first quarter of Fiscal Year 2006), and prior
period results have not been restated.  For the three and nine months
ended March 31, 2009 and March 31, 2008 no incentive stock options were
granted.  There was no non-cash stock based compensation expense
related to stock option awards for the three and nine months ended March 31,
2009.  For the  three and nine months ended March 31, 2008,
non-cash stock based compensation expense was $40,131 and $40,131, respectively,
and related to a stock option award granted to an employee in
2007.
 
 When
granting incentive stock options, the fair value of each option granted under
the Company’s incentive stock plans is estimated on the date of grant using the
Black-Scholes option pricing method.  Using this model, fair value is
calculated based on assumptions with respect to (a) expected volatility of the
market price of the Company’s common stock (the “Common Stock”), (b) the periods
of time over which employees, directors and other option holders are expected to
hold their options prior to exercise (expected lives), (c) expected dividend
yield on the Common Stock and (d) risk-free interest rates which are based on
quoted U.S. Treasury rates for securities with maturities approximating the
options’ expected lives.  Expected volatility has been estimated based
on actual movements in the Company’s stock price over the most recent historical
period’s equivalent to the options’ expected lives.  Expected lives
are principally based on the Company’s limited historical exercise experience
with option grants with similar prices.  The expected dividend yield
is zero as the Company has never paid dividends and does not currently
anticipate paying any dividends in the foreseeable future.
 
 In April
2007, the Company granted an aggregate of 50,000 shares of Common Stock to an
employee, at their current market value ($1.63), half of which vested
immediately and the remainder of which vested in April 2008.  These
options were issued with a ten-year contractual life.




(3)Per Share Data and
Significant Capital Transactions:





The
Company’s basic net loss per share amounts are calculated by dividing net loss
by the weighted average number of common shares outstanding during the
period.  Diluted net loss per share is based upon the weighted average
number of common shares and common share equivalents outstanding, when
dilutive. Common Stock equivalents include (1) outstanding stock options
and (2) outstanding warrants.





The
following is a reconciliation from basic to diluted shares for the three and
nine months ended March 31, 2009 and 2008:




9




Three
      months ended March 31,
                                      
                                      
                                      Nine
      months ended March 31,2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009
                                      
                                      
                                      2008Basic
      Shares
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800Dilutive:Options
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---Warrants
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---
                                      
                                      
                                      
                                      ---Diluted
      Shares
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800
                                      
                                      
                                      
                                      17,928,800
  The
following stock options and warrants have been excluded from the diluted
weighted average number of shares outstanding for the three and nine months
ended March 31, 2009 and 2008, since their potential exercise would be
anti-dilutive.
  Three
      and nine months ended March 31,2009
                          
                          
                          2008Options
                          
                          
                          849,400
                          
                          
                          
                          889,900Warrants
                          
                          
                          850,000
                          
                          
                          
                          850,000Diluted
      Shares
                          
                          
                          1,699,400
                          
                          
                          
                          1,739,900




The
Company’s Certificate of Incorporation was amended, in December 2008, to
increase the number of outstanding authorized shares of common stock from
30,000,000 to 100,000,000, all with a stated par value of $.01 per
share.  No new shares of common stock have been
issued.




(4)
Long
and Short Term Debt:




On April 13, 2007, the
Company entered into a senior secured facility (“Revolving Credit and
Term Loan”) with the Senior Secured Lender that replaced the Company’s existing
$2.5 million revolving line of credit  that was due to expire on
September 21, 2007.  The Revolving Credit and Term Loan consists of a
$5 million convertible term note and a $3 million revolving loan
facility.  The convertible term note bears interest at a rate of ten
percent (10%) per annum and provides for repayment over five years commencing in
November 2007 with a final balloon payment of all remaining amounts due
there-under on April 30, 2012.  The revolving loan bears interest at a
rate of two percent plus prime rate per annum, has a specific formula to
calculate available funds based on eligible accounts receivable and inventory,
is subject to maximum “borrowing base” limitations, and hascertain
reporting requirements to the lender.  The convertible term note, in
addition to being convertible by the Company upon the satisfaction of certain
conditions, is convertible by the lender at any time into shares of Common Stock
at a conversion price of $2.37 per share or 2,109,705 shares based on the
initial principal amount of the convertible term note.
 
 The
Company and each of its wholly-owned domestic subsidiaries executed a collateral
agreement pursuant to which each such party agreed to grant a security interest
in all of its respective assets to the Senior Secured Lender as collateral
security for repayment of the loans.  The Revolving Credit and Term
Loan is secured by all of the Company’s and its wholly-owned subsidiaries’
inventory, accounts receivable, equipment, officer life insurance policies and
proceeds thereof, trademarks, licenses, patents and general
intangibles.
 
 The
Company’s aggregate outstanding advances under the Revolver exceed the maximum
revolving credit commitment permissible under the Loan Agreement as a direct
result of additional borrowings made by the Company under the Revolver to pay
the term loan principal and interest charges and revolver interest charges for
August 2008 through March 2009, and for accrued fees related to the loan
facility.  The Company is in default under the Revolving Credit and
Term Loan Agreement with respect to the Company’s obligation to repay the
outstanding advances in excess of the permissible maximum borrowings. The Senior
Secured Lender has not accelerated the Revolver.  The Senior Secured
Lender began charging the default rate of interest (an additional four points)
on the Revolving Credit and Term Loan effective December 1, 2008.  As
of March 31, 2009, the rate was 14% on the convertible term note and 9.25% on
the revolving loan facility.  As described in Note 1, factors exist
that raise substantial doubt as to the Company’s ability to continue as a going
concern.  The Company’s Revolving Credit and Term Loan Agreement contains a
subjective acceleration clause and accordingly, all such debt has been
classified as a current liability as of March 31, 2009 and June 30, 2008, in
accordance with FASB Technical Bulletin No. 79-3 “Subjective Acceleration
Clauses in Long-Term Debt Agreements.”  In the first quarter of Fiscal Year
2009, the Company wrote-off the balance of the deferred financing costs related
to this debt, approximately $152,250, which has been recorded as selling,
general and administrative costs in the accompanying consolidated statements of
operations, as the Company has not been able to successfully negotiate a waiver
or forbearance agreement or renegotiate this debt.




10




As part of
the original transaction, the Company granted to the Senior Secured Lender an
aggregate of 800,000 five-year warrants to purchase shares of the Company’s
Common Stock at exercise prices per share equal to $1.85 with respect to 266,666
warrants, $2.02 with respect to an additional 266,666 warrants, and $2.19 with
respect to the remaining 266,668 warrants.The Company classified the
warrants as equity, using the Black-Scholes Method to value these detachable
warrants.  They have been recorded in the accompanying Consolidated
Balance Sheets at $1,114,784.
 
 The fair
value of the warrants issued to the Senior Secured Lender is being treated as
debt discount, and was originally accreted as interest expense utilizing the
interest method over the 60-month term of the Term Loan.  As the
Company has reclassified this debt as a current liability and has not been able
to successfully negotiate a waiver or forbearance agreement, or renegotiate this
debt, the balance of the debt discount, approximately $808,701, was accreted as
interest expense in the quarter ended September 30, 2008, and is included in the
accompanying  nine months ended March 31, 2009, consolidated
statements of operations.  The original assumptions used for the
Black-Scholes pricing model were as follows:  a risk-free interest
rate of 4.66%, an expected volatility of 123%, an expected life of five years,
and no expected dividends.  A summary of the balances of the Term Loan
are as follows:
  March 31, 2009
                    
                    
                    June 30, 2008Term
      Loan
                    
                    $
                    5,000,000
                    
                    
                    $
                    5,000,000Fair
      value of warrants (recorded as capital in excess of par)
                    
                    
                    (1,114,784
                    )
                    
                    
                    (1,114,784
                    )Principal
      payments
                    
                    
                    (833,334
                    )
                    
                    
                    (740,741
                    )Accretion
      of debt discount (recorded as interest expense)
                    
                    
                    1,114,784
                    
                    
                    
                    253,158Recorded
      value of Term Loan
                    
                    $
                    4,166,666
                    
                    
                    $
                    3,397,633




QR
currently has the ability to borrow up to 1,000,000 Euros under various lines of
credit with one foreign financial institution and all such borrowings are
classified as short term debt.  Most of these lines are guaranteed by
QR’s accounts receivables and inventory.  These lines of credit were
granted in August 2007 and increased from 1,750,000 to 2,000,000 Euros in April
2008 then decreased to 1,000,000 Euros in January 2009.  There were
914,844 Euros outstanding as of March 31, 2009 and 1,652,712 Euros outstanding
as of June 30, 2008.  The funds borrowed in Italy are guaranteed by
specific outstanding accounts receivable and inventory, and the current rate of
borrowing is a function of Euribor plus .75% to 1.5%.
  QR has
failed to make timely payments with respect to certain amounts due to one of its
financial institutions pursuant to one of its line of credit
agreements.  In January 2009, this lender agreed to an extended
repayment through October 2009, eliminated the available line of credit,
increased the interest rate on the outstanding debt, and agreed to extend no
further borrowings on this line of credit.
 
 As of
March 31, 2009 and June 30, 2008, the Company’s debt consisted of the
following:
  March 31, 2009
                                    
                                    
                                    June 30, 2008Senior
      Secured Lender Term Loan, net of debt discount, where
      applicable
                                    
                                    $
                                    4,166,666
                                    
                                    
                                    $
                                    3,397,633$3.0
      Million Revolving Senior Credit Facility
                                    
                                    
                                    3,262,046
                                    
                                    
                                    
                                    2,569,952Capitalized
      lease
                                    
                                    
                                    25,039
                                    
                                    
                                    
                                    30,903Foreign
      line of credit borrowings
                                    
                                    
                                    1,212,992
                                    
                                    
                                    
                                    2,602,5258,666,743
                                    
                                    
                                    
                                    8,601,013Less
      current portion
                                    
                                    
                                    8,650,440
                                    
                                    
                                    
                                    8,578,056Total
      long-term debt
                                    
                                    $
                                    16,303
                                    
                                    
                                    $
                                    22,957
  At March
31, 2009, the Company had no unused lines of credit available.
 Due to the
short-term nature of all of the debt, the fair market value of all of the
Company's debt approximated its carrying value.
 (5)
Inventories:
  Inventories, which
include material, labor and manufacturing overhead, are stated at the lower of
cost (first-in, first-out) or market (net realizable
value).  Inventory reserves are provided for risks relating to slow
moving items.  Demonstration equipment which is on consignment with
customers is valued at cost, reduced for reductions in value due to technical
obsolescence and/or wear and tear over periods up to five years, and is held for
sale.  As of March 31, 2009 and June 30, 2008, demonstration equipment
included in inventory was approximately $201,800 and $606,700,
respectively.  At March 31, 2009 and June 30, 2008 inventories,
consisted of the following:
  11




March 31, 2009
                                
                                
                                June 30, 2008Raw
      materials and sub-component parts
                                
                                $
                                2,694,098
                                
                                
                                $
                                3,675,763Work-in-process
      and finished goods
                                
                                
                                1,154,140
                                
                                
                                
                                3,274,366$
                                3,848,238
                                
                                
                                $
                                6,950,129




(6)
Income
Taxes:
 Income
taxes are accounted for under the asset and liability
method.  Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and
liabilities.  Deferred tax assets reflect the tax rates expected to be
in effect in the period in which the differences are expected to
reverse.  The Company records a valuation allowance to reduce its
deferred tax asset to an amount that is more likely than not to be
realized.  As of March 31, 2009, the Company has recorded net deferred
tax assets of approximately $460,620 and as of June 30, 2008, net deferred tax
liabilities of approximately $155,000.  The March 31, 2009 net
deferred tax assets include approximately $650,375 of deferred tax assets and
$189,755 of deferred tax liabilities.  The June 30, 2008 net deferred
tax liabilities are comprised of approximately $698,000 of deferred tax
liabilities and $543,000 of deferred tax assets.  As of March 31,
2009, deferred tax liabilities relate to differences resulting from the
amortization of the acquisition goodwill for tax purposes.  As of June
30, 2008, deferred tax liabilities related to the previously recorded net
unrealized exchange gain on the intercompany note denominated in U.S. dollars,
which was reversed as of March 31, 2009 due to the unrealized exchange losses in
the current year.  The deferred tax assets are mainly related to the
temporary differences on the intangible assets amortization and for the loss
from operations in Italy.
  The net
tax benefit recorded for the three and nine months ended March 31, 2009 and the
net tax provision recorded for the three and nine months ended March 31, 2008
include foreign taxes at the statutory rates on the Company’s foreign
operations, changes to the deferred tax accounts, and state income and capital
taxes generated in the United States. As of December 31, 2008, the Company
established a non-current deferred tax liability of approximately $166,000 to
reflect tax differences related to the amortization of the acquisition goodwill
for tax purposes.  The current amount of approximately $23,719 and
$189,755 is included in the tax benefit for the three and nine months ended
March 31, 2009, respectively.  As of March 31, 2009, the Company had
approximately $12.3 million in federal net operating loss (NOL) carry-forwards,
and approximately $16.4 million in state NOL carry-forwards.  These
NOLs will begin to expire in 2010 and are subject to review by the Internal
Revenue Service.  Past and future changes in ownership of the Company
as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the
“Code”), may limit the amount of NOLs available for use in any one
year.
 
 Effective
July 1, 2007, the Company adopted the provisions of the Financial Accounting
Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), Accounting for Uncertainties in
Income Taxes – an interpretation of FASB Statement No. 109.In
accordance with FIN 48, the Company classifies interest as a component of income
tax expense.  The implementation of FIN 48 had no impact on the
Company’s financial statements, and no interest and penalties related to
uncertain tax positions were accrued at March 31, 2009 and June 30,
2008.
 (7)
Intangible Assets and
Goodwill:
 
 On April
19, 2007, the Company acquired QR, an Italian corporation located in Verona,
Italy.  The carrying values of QR’s assets and liabilities were
adjusted to their fair values on April 19, 2007 and the difference between the
purchase price and the fair value of the net assets and liabilities was recorded
as goodwill.  The goodwill and intangible amounts are maintained in
Euros on the subsidiary’s books and converted into U.S. dollars at the
respective exchange rate.
 
 The
Company performed the required annual impairment tests as of June 30, 2008, in
accordance with FASB Statements No. 142, Goodwill and Other Intangibles,and No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets.  The
Company expressly tested the developed technologies and customer relationships
for impairment and determined that there had been impairment of $5,615,880 in
their respective values.  The impairment charge was recognized in the
fourth quarter of Fiscal Year 2008.  There were considerable changes
in the marketplace for the Company’s three-dimensional Cone Beam dental
equipment between April 2007 (when the Company acquired the Italian subsidiary
and recorded these long-lived assets) and June 2008.  These factors
affected the fair values related to the developed technologies and customer
relationships initially recorded by the Company.  These circumstances
included:
  12




·
              Increased
      competition (more companies and more Cone Beam models available for sale)
      between April 2007 and June 2008.
 ·
              The
      developed technologies applied to a horizontal patient positioning unit
      originally produced and manufactured by the Italian subsidiary; which have
      been principally replaced by a vertical patient positioning
      unit.  The marketplace showed a marked preference for the
      vertical unit due to lower cost and much reduced floor
      space.  The Company continues to sell both types of units, but
      there appears to be much more demand for the vertical units, at its lower
      sales price.
 ·
              Significant
      price competition.
 ·
              The
      total dealer base acquired with the acquisition in April 2007 represented
      the basis for the original valuation of the customer
      relationships.  Due to increased market competition, price
      competition, and the beginnings of the credit crises in the United States,
      the Company realized impairment in the value ascribed to its customer
      relationships.
 
 The
Company, with the assistance of an outside consulting firm, calculated the fair
value of the intangible assets using discounted cash flows, then determined that
the carrying amount of the intangible assets were not recoverable using
discounted cash flows.  For Customer Relationships, a three-year
forecast, under a lost income method to estimate the lost profit upon attrition
of the customers was used.  For developed technologies, a forecast
based on nine years of cash flows (plus terminal value) was
used.  This forecast estimated the remaining cash flows attributable
to the developed technologies after deducting capital charges for returns on
other identified assets of the Company.  These cash flows were then
discounted by a present value factor of 16% for developed technologies and 17%
for customer relationships (amounting to 1% and 2% respectively, over the
Company’s weighted average cost of capital based upon the inherent risk
associated with the nature of the intangible assets).
 
 As of June
30, 2008 and March 31, 2009, the Company considered goodwill impairment and
determined that there was no impairment in the carrying value.  The
Company only has one Reporting Unit.  Therefore, the quoted market
price of the Company’s stock was used in its determination of the fair value of
the Reporting Unit, to be compared to the carrying amount.  As of June
30, 2008 and March 31, 2009, the market capitalization of the Company (without
taking a control premium, estimated at June 30, 2008 to be 15%, into account to
determine fair value) was greater than its carrying value.  Therefore,
the Company determined that there was no impairment in the carrying value of
goodwill as of June 30, 2008 and March 31, 2009.  At June 30, 2008,
the Company reviewed various models to consider the possible impairment of
goodwill including:  Discounted Cash Flows, (Income Approach),
Guideline Companies Method, Market Transactions Method and Public Market Price
Method (all being Market Approach).  All models indicated that the
fair value of the goodwill of the Reporting Unit exceeded the carrying value of
the Reporting Unit.  The Discounted Cash Flow Method and Public Market
Price Method were deemed to be the most indicative of the fair value of the
Reporting Unit.
 
 As of
March 31, 2009, the Company does not believe there is any impairment of its
goodwill or of its other intangible assets.  However, the occurrence of
future events or deteriorating conditions, not limited to the Company’s
inability to obtain additional financing alternatives (as described in Note 1),
operating or cash flow losses, potential merger with or acquisition by another
entity, potential sale or disposal of assets significantly before the end of
their previous estimated useful lives, and decreases in the market
capitalization of the Company may result in a future impairment.
 
 The
following is a summary of the intangible assets subject to
amortization:
  June 30, 2008
                                                                                  
                                                                                  Gross
      carrying amount
                                                                                  
                                                                                  
                                                                                  Impairment
                                                                                  
                                                                                  
                                                                                  Adjusted
      carrying amount
                                                                                  
                                                                                  
                                                                                  Accumulated
                                                                                    amortization
                                                                                  
                                                                                  
                                                                                  NetDeveloped
      technologies
                                                                                  
                                                                                  $
                                                                                  6,159,856
                                                                                  
                                                                                  
                                                                                  $
                                                                                  4,006,292
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2,153,564
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,053,564
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,100,000Customer
      relationships
                                                                                  
                                                                                  
                                                                                  3,646,125
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,609,588
                                                                                  
                                                                                  
                                                                                  
                                                                                  2,036,537
                                                                                  
                                                                                  
                                                                                  
                                                                                  436,537
                                                                                  
                                                                                  
                                                                                  
                                                                                  1,600,000Non-compete
      contracts and other
                                                                                  
                                                                                  
                                                                                  389,044
                                                                                  
                                                                                  
                                                                                  
                                                                                  ---
                                                                                  
                                                                                  
                                                                                  
                                                                                  389,044
                                                                                  
                                                                                  
                                                                                  
                                                                                  91,493
                                                                                  
                                                                                  
                                                                                  
                                                                                  297,551Total
                                                                                  
                                                                                  $
                                                                                  10,195,025
                                                                                  
                                                                                  
                                                                                  $
                                                                                  5,615,880
                                                                                  
                                                                                  
                                                                                  $
                                                                                  4,579,145
                                                                                  
                                                                                  
                                                                                  $
                                                                                  1,581,594
                                                                                  
                                                                                  
                                                                                  $
                                                                                  2,997,551




March 31, 2009
                                                  
                                                  Gross
      carrying amount
                                                  
                                                  
                                                  Accumulated
                                                    amortization
                                                  
                                                  
                                                  NetDeveloped
      technologies
                                                  
                                                  $
                                                  1,813,305
                                                  
                                                  
                                                  $
                                                  1,006,756
                                                  
                                                  
                                                  $
                                                  806,549Customer
      relationships
                                                  
                                                  
                                                  1,714,767
                                                  
                                                  
                                                  
                                                  513,574
                                                  
                                                  
                                                  
                                                  1,201,193Non-compete
      contracts and other
                                                  
                                                  
                                                  327,575
                                                  
                                                  
                                                  
                                                  126,174
                                                  
                                                  
                                                  
                                                  201,401Total
                                                  
                                                  $
                                                  3,855,647
                                                  
                                                  
                                                  $
                                                  1,646,504
                                                  
                                                  
                                                  $
                                                  2,209,143






13




Amortization
for the three and nine months ended March 31, 2009 were $103,105 and $326,259,
respectively.  Amortization for the three and nine months ended March
31, 2008 were $314,482 and $906,764, respectively.
 
 The change
in the value of the other intangibles from the date of acquisition to March 31,
2009, and the change in accumulated amortization, include changes in the U.S.
Dollar/Euro exchange rates, which fluctuated during the periods.  For
the nine months ended March 31, 2009, there was an impact of approximately
$462,149 on the long-lived intangibles subject to amortization.
 
 The
changes in the carrying amount of goodwill are as follows:
  For
      the period ended
                    
                    Fiscal
      Year 2008
                    
                    
                    Nine
      Months ended March 31, 2009Balance
      as of July 1,
                    
                    $
                    3,846,405
                    
                    
                    $
                    4,453,627Foreign
      currency translation difference
                    
                    
                    607,222
                    
                    
                    
                    (703,665
                    )Balance
      as of March 31, 2009
                    
                    
                    ---
                    
                    
                    $
                    3,749,963Balance
      as of June 30, 2008
                    
                    $
                    4,453,627
                    
                    
                    
                    ---




(8) Segment
Information:
  As of March 31, 2009 and 2008, and June
30, 2008, the Company had one business segment, medical and dental x-ray
imaging.  The medical and dental segment operations are conducted
under the Dent-X, EVA, NewTom and Company trade names and consist of the design,
development, manufacturing, marketing and distribution of medical and dental
x-ray imaging systems and all related accessories.  The amortization
and impairment of the intangibles associated with the acquisition of QR has been
attributed to the Italian operations.  Geographical financial
information is as follows:




Three
      months ended March 31,
                                        
                                        
                                        Nine
      months ended March 31,2009
                                        
                                        
                                        2008
                                        
                                        
                                        2009
                                        
                                        
                                        2008Net
      sales:United
      States
                                        
                                        $
                                        2,952,486
                                        
                                        
                                        $
                                        4,727,010
                                        
                                        
                                        $
                                        10,759,496
                                        
                                        
                                        $
                                        13,033,641Europe
                                        
                                        
                                        1,156,927
                                        
                                        
                                        
                                        2,056,216
                                        
                                        
                                        
                                        4,614,592
                                        
                                        
                                        
                                        5,321,356Other
                                        
                                        
                                        759,176
                                        
                                        
                                        
                                        1,779,074
                                        
                                        
                                        
                                        3,424,080
                                        
                                        
                                        
                                        6,314,741$
                                        4,868,589
                                        
                                        
                                        $
                                        8,562,300
                                        
                                        
                                        $
                                        18,798,168
                                        
                                        
                                        $
                                        24,669,738Net
      (loss)/incomeUnited
      States
                                        
                                        $
                                        (1,014,064
                                        )
                                        
                                        $
                                        (1,772,229
                                        )
                                        
                                        $
                                        (3,720,006
                                        )
                                        
                                        $
                                        (4,807,361
                                        )Europe
                                        
                                        
                                        (965,395
                                        )
                                        
                                        
                                        400,734
                                        
                                        
                                        
                                        (3,310,017
                                        )
                                        
                                        
                                        997,647$
                                        (1,979,459
                                        )
                                        
                                        $
                                        (1,371,495
                                        )
                                        
                                        $
                                        (7,030,023
                                        )
                                        
                                        $
                                        (3,809,714
                                        )




March
      31, 2009
                          
                          
                          June
      30, 2008Identifiable
      assets:United
      States
                          
                          $
                          4,571,408
                          
                          
                          $
                          8,282,539Europe
                          
                          
                          9,452,794
                          
                          
                          
                          13,118,300Total
                          
                          $
                          14,024,202
                          
                          
                          $
                          21,400,839




(9) Commitments
and Contingencies:
 
 The
Company is a defendant in an environmental claim relating to a property in New
Jersey owned by the Company between August 1984 and June 1985.  This
claim relates to the offsite commercial disposition of trash and waste in a
landfill in New Jersey.  The Company maintains that its waste
materials were of a general commercial nature.  This claim was
originally filed in 1998 by the federal government in United States District
Court for the District of New Jersey, Newark Vicinage, citing several hundred
other third-party defendants.  The Company (through its former
subsidiary, Kenro Corporation) was added, along with many other defendants, to
the suit.  The Company's claimed liability was potentially assessed by
the plaintiff at $150,000.  The Company joined the other involved
defendants in an alternative dispute resolution (ADR) process for smaller
claims.  On May 7, 2008, a tentative mediated settlement was reached
by all parties, and the Consent Decree memorializing the settlement was lodged
with the Court in January 2009.  The Company’s share is $82,880, of
which the Company’s insurance carrier has agreed to pay 50% and to continue to
equally share the defense costs incurred in this environmental
claim.  In October 2008, the Company and its insurance carrier each
contributed $41,440 to an escrow account to settle this outstanding environment
claim.  There is a ninety-day comment period, and the Court is
expected to enter the Consent Decree in May 2009.  The Company is
unable at this time to assess the amount of liability that could result if this
settlement is not finalized.
  14




On May 5,
2008, the Company and Dent-X International, Inc. commenced litigation in the
United States District Court, Southern District of New York, against Genexa
Medical, Inc. (“Genexa”) to recover $394,610 for goods sold and delivered to
Genexa during the period from December 11, 2007 through March 13, 2008, after
Genexa failed and refused to pay the amount due.  On June 27, 2008,
Genexa filed an Answer and Counterclaims.  In November 2008, both
parties were instructed by the court to meet on January 9, 2009 to attempt to
negotiate through a court appointed mediator.  Genexa did not appear
and they did not appear at the next court date which was set for February 5,
2009.  The court permitted Genexa’s attorneys to withdraw from the
case and no new attorneys have been appointed.  The shareholders of
Genexa have allegedly voted in favor of its liquidation.  The Company
filed a motion requesting Default Judgment and dismissal of the case, which was
granted on March 26, 2009.  The Court also dismissed all of Genexa’s
counterclaims.  The Company doubts that it will be able to collect any
monies under the Judgment.
 
 The
Company is a defendant (with several other parties) in a product liability
insurance action, which was filed in January 2009, in the Superior Court of
Justice, Ontario, Canada, under the simplified procedure provided in Rule 76 of
the Rules of Civil Procedure.  The plaintiff, through its insurance
company, claims that the Company’s equipment caused damage to the plaintiff’s
premises in May 2007.  The complaint seeks approximately $50,000 in
compensatory damages.  The Company maintains that its equipment was
not the cause of the incident or the resultant damage.  The Company’s
insurance carriers, and their attorneys, are assisting in the Company’s defense
in this matter.  The Company does not believe that the final outcome
of this matter will have a material adverse effect on its consolidated financial
statements.
 
 The
Company is a defendant (with another party) in a product liability insurance
action, which was filed in April 2009 in the Supreme Court of the State of New
York, County of Chemung.  The plaintiff, through its insurance
company, claims that the Company’s equipment caused damage to the plaintiff’s
premises in March 2007.  The complaint seeks approximately $1.1
million in compensatory damages.  The Company maintains that its
equipment was not the cause of the incident or the resultant
damage.  The Company’s insurance carriers, and their attorneys, are
assisting in the Company’s defense in this matter.  The Company is
unable at this time to assess if the final outcome of this matter will have a
material adverse effect on its consolidated financial statements.
 
 The
Company received notification of a complaint filed in the Superior Court of
California, County of Placer, on December 19, 2007.  The Complaint
sought damages in excess of $25,000.  On February 3, 2009, this case
was settled and a payment was made for $22,000 through a court appointed
mediator.
 
 In
December 2008, the Company received notification of a complaint filed on
December 11, 2008, in Superior Court of California, County of
Tuolumne.  The complaint alleges breach of warranty and breach of
contract, and seeks damages in excess of $25,000.  The Company has
recorded a reserve of $50,000 as of March 31, 2009, in the accompanying
consolidated financial statements.  The Company has referred this case
to its attorneys who are attempting to settle this case.  The Company
is unable at this time to assess if the final outcome of this matter will have a
material adverse effect on its consolidated financial statements.
 
 From time
to time, the Company may be party to other claims and litigation arising in the
ordinary course of business.  The Company cannot express an opinion
that any adverse final outcome of any of these matters, whether covered by
insurance or otherwise, would have a material adverse effect on its consolidated
financial statements.
 
 As part of
the acquisition of QR, the Company granted consulting agreements to each of the
four former owners, for a total yearly commitment of 500,000
Euros.  Each agreement is for a period of five years and contains a
non-compete clause.  The Company can terminate each agreement after
the first year (April 2008), in which event, any individual so terminated is
entitled to one-half of the compensation for the remaining term.  In
November 2008,   two of the individuals resigned effective
January 1, 2009, and per the terms of their consulting agreements, each of their
commitments was reduced to one-half of the original amount for the remaining
contractual term.  In March 2009, the remaining two individuals
resigned effective April 1, 2009 and per the terms of their consulting
agreements, each of their commitments was reduced to one-half of the original
amount for the remaining contractual term.  The total revised
commitment is for 250,000 Euros per year, through April 2012.  As of
March 31, 2009, the Company has recorded a contractual liability of
approximately 790,000 Euros, or approximately $1 million, which reflects the
total amount due, through April 2012, to the four former owners. The expense has
been reflected in the accompanying consolidated financial statements as selling,
general and administrative expenses, the long-term portion of the liability has
been recorded in deferred liabilities and the current portion has been recorded
in accrued expenses.
  15




(10)
New Accounting
Standards:
 
 In June
2008, the FASB issued EITF Issue 07-5, “Determining Whether an Instrument (or
Embedded Feature) is indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 provides guidance in assessing whether an
equity-linked financial instrument (or embedded feature) is indexed to an
entity’s own stock for purposes of determining whether the appropriate
accounting treatment falls under the scope of SFAS 133, “Accounting for
Derivative Instruments and Hedging Activities”, and/or EITF 00-19, “Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Company’s Own Stock.”  EITF 07-5 is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and early application
is not permitted.  The Company is evaluating the effect of EITF 07-5,
to assess whether or not there will be a material effect on the Company’s
consolidated financial statements.
 
 Management
does not believe that there were any other recently issued, but not yet
effective, accounting standards, other than mentioned above, if currently
adopted, would have a material effect on the accompanying consolidated financial
statements.
   16




Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.
 
 The
following should be read in conjunction with the Company’s Consolidated
Financial Statements and notes thereto included elsewhere in this Quarterly
Report on Form 10-Q.  This discussion may contain certain
forward-looking statements based on current expectations that involve risks and
uncertainties.  Actual results and timing of certain events may differ
significantly from those projected in such forward-looking statements due to a
number of factors, including those set forth in elsewhere in this
report.  Except as otherwise disclosed, all amounts are reported in
U.S. dollars ($).
 
 Capital Resources and
Liquidity
 
 The
Company believes that its senior secured credit facility and foreign lines of
credit will not be sufficient to finance its ongoing worldwide working capital
requirements for the next twelve months.  As previously disclosed, the
Senior Secured Lender agreed to lend to the Company an aggregate of up to $8
million in the form of a $5 million term loan and a $3 million revolving loan
facility (“Revolver”).  The Company’s aggregate outstanding advances
under the Revolver exceed the maximum revolving credit commitment permissible
under the Loan Agreement as a direct result of additional borrowings made by the
Company under the Revolver to pay the term loan principal and interest charges
and revolver interest charges for August 2008 through March 2009, and for
accrued fees related to the facility.  The Company is in default under the
Revolving Credit and Term Loan Agreement with respect to the Company’s
obligation to repay the outstanding advances in excess of the permissible
maximum. The Senior
Secured Lender has not accelerated the Revolver.  The Senior Secured
Lender began charging the default rate of interest (an additional four points)
on the Revolving Credit and Term Loan effective December 1, 2008. As of March
31, 2009, the rate was 14% on the convertible term note and 9.25% on the
revolving loan facility.
 
 Additionally,
QR has failed to make timely payments with respect to certain amounts due to one
of its financial institutions pursuant to one of its line of credit
agreements.  In January 2009, this lender agreed to an extended
repayment through October 2009, eliminated the available line of credit,
increased the interest rate on the outstanding debt, and agreed to extend no
further borrowings on this line of credit.  All of the Company’s debt,
except for the capitalized lease, has been classified as a current liability in
the accompanying consolidated financial statements.  The Company has
instituted significant cost cutting measures to reduce its cash
requirements.
 
 The
Company, along with its investment banking consultants and its Senior Secured
Lender, is also currently in the process of seeking out additional financing
alternatives, including potential private equity sales of its securities, or
seeking out a domestic or foreign strategic and/or financial partner to
negotiate a transaction, including a merger with or acquisition by another
entity of either the Company or QR, to best serve the Company’s long-term goals
and needs.  There can be no assurance that the Company will be able to
obtain any such financing or consummate any such strategic transaction, upon
favorable terms to it, or at all.  In the event that the Company is unable
to secure sufficient financing or complete a transaction to maintain its
operations, its business and financial condition would be materially adversely
affected.  These factors raise substantial doubt about the Company’s
ability to continue as a going concern.  The consolidated financial
statements do not include any adjustments regarding this
uncertainty.  Due to the continued losses from operations and the
write-offs associated with the acquisition of QR, as of March 31, 2009, the
Company had negative shareholders’ equity.
 
 The
Company’s working capital at March 31, 2009 decreased by approximately $3.5
million from June 30, 2008.  This decrease is principally due to
decreases in accounts receivable and inventory, offset by decreases in accounts
payable and accrued expenses.  Sales were approximately 24% lower in
the nine months ended March 31, 2009 compared to the nine months ended March 31,
2008, mainly because of the continuing worldwide economic credit crisis which
has, in turn, continued to delay the purchasing decisions regarding the
Company’s high technology products and reduced the ability for potential
customers to obtain financing.  The decrease in inventory is due to a
better correlation of inventory levels with decreased sales levels and the
Company limiting its on-hand inventory to better manage the current cash flow
situation.  The decrease in accounts payable is due to reduced
inventory levels, which was reduced to better match the current
sales.  The net decrease in accrued expenses is mainly due to the
timing of the payment of certain year-end accruals, offset by the establishment
of the contractual liability to the four previous owners of
QR.   The current portion of the outstanding debt increased
slightly due to (1) accrued interest and fees, (2) the Company wrote-off the
balance of the imputed debt discount related to the warrants issued to the
Senior Secured Lender, which was $808,701, as the Company has currently not been
able to successfully negotiate a waiver or forbearance agreement or renegotiate
the debt, and offset by (3) the Company’s foreign subsidiary reduced its line of
credit borrowings from 1.79M to approximately .92M Euros based on collections of
pledged accounts receivable.  The Company is continuing to work with
its vendors so as to maintain production schedules.  Still, it has had
to delay payments to vendors based on available cash resources and is currently
60-90 days past due on many accounts.
  17




Operating
cash flows were positive for the nine months ended March 31, 2009, including the
loss from operations.   As mentioned previously, the Company
significantly reduced its inventory levels by decreasing both finished goods and
raw materials inventory levels.  Accounts receivable collections were
maintained during this period and the Company is continuing to require
significant deposits or pre-payment for its high technology products. The
operating loss for the nine months ended March 31, 2009 includes approximately
$1,029,000 related to the accrual of the contractual obligation to the four
previous owners of QR.  The operating loss is mainly attributable to
lower sales in this nine month period, as the Company instituted significant
measures to reduce costs in October 2008.  The operating loss for the
three-month period ended March 31, 2009 reflects these cost reductions and
operating costs for the current quarter are significantly less than the two
prior quarters of this fiscal year.  The Company does not have any
access to additional funds for working capital requirements.  The
Company does not have the capacity to borrow on its senior secured debt in the
United States and has limited borrowing ability on its lines of credit in Europe
which were reduced in January 2009 from 2,000,000 to 1,000,000
Euros.
 
 Capital
expenditures for the first nine months of Fiscal Year 2009 were $46,189,
consisting mainly of small tooling expenditures related to the redesign,
development and production of new imaging equipment, and some new computer
equipment.  The Company sold a vehicle and recognized a loss of
approximately $17,399.  The Company expects to continue to finance any
future capital requirements principally from internally generated
funds.  The total amount of capital expenditures is not limited under
the Company’s Revolving Credit and Term Loan Agreement; however, the Company has
significantly reduced or delayed its capital purchases in the current period due
to its limited cash flow.
 
 On April
12, 2007, the Company completed the sale of an aggregate of 5,500,000 shares of
its Common Stock to certain accredited investors for an aggregate consideration
of $8,140,000.  The Company has registered these shares for
resale.  The Common Stock was issued and sold pursuant to the
exemption from registration pursuant to Regulation D of the Securities
Act.  In connection with the transaction, the Company paid the
placement agent a five (5%) percent fee.  The net proceeds were used
to fund a portion of the purchase price of QR.
 
 On April
13, 2007, the Company entered into a senior secured facility (“Revolving Credit
and Term Loan”) with the Senior Secured Lender that replaced the Company’s
existing $2.5 million revolving line of credit  that was due to expire
on September 21, 2007.  The Revolving Credit and Term Loan consists of
a $5 million convertible term note and a $3 million revolving loan
facility.  The convertible term note bears interest at a rate of ten
percent (10%) per annum and provides for repayment over five years commencing in
November 2007 with a final balloon payment of all remaining amounts due
there-under on April 30, 2012.  The revolving loan bears interest at a
rate of two percent plus prime rate per annum, has a specific formula to
calculate available funds based on eligible accounts receivable and inventory,
is subject to maximum “borrowing base” limitations, and hascertain
reporting requirements to the Senior Secured Lender.  The convertible
term note, in addition to being convertible by the Company upon the satisfaction
of certain conditions, is convertible by the Senior Secured Lender at any time
into shares of Common Stock at a conversion price of $2.37 per share or
2,109,705 shares based on the initial principal amount of the convertible term
note.
 
 As
previously disclosed, the Company’s aggregate outstanding advances under the
Revolver exceed the maximum revolving credit commitment permissible under the
Loan Agreement and the Company is in default under the Revolving Credit and Term
Loan Agreement with respect to the Company’s obligation to repay the outstanding
advances in excess of the permissible maximum borrowings. The Senior Secured
Lender has not accelerated the Revolver.  The Senior Secured Lender
began charging the default rate of interest (an additional four (4) points) on
the Revolving Credit and Term Loan effective December 1, 2008.  As of
March 31, 2009, the rate was 14% on the convertible term note and 9.25% on the
revolving loan facility.  As described in Note 1, factors exist that
result in doubt as to the Company’s ability to continue as a going
concern.  The Company’s Revolving Credit and Term Loan Agreement contains a
subjective acceleration clause and accordingly, all such debt has been
classified as a current liability as of March 31, 2009 and June 30, 2008 in
accordance with FASB Technical Bulletin No. 79-3 “Subjective Acceleration
Clauses in Long-Term Debt Agreements. The Company was in compliance with all
other terms and conditions of the Revolving Credit and Term Loan Agreement as of
June 30, 2008.
 
 Both loans
are subject to mandatory prepayment in full in the event of certain events
deemed to be a “sale,” including, but not limited to, a merger, sale of assets
or change in control.  The term loan is convertible at the Company’s
option upon the satisfaction of certain conditions, including a reported trading
price equal to 175% of the conversion price, the Common Stock being traded on
NASDAQ, and a certain minimum trading volume, among others.  In
addition, the Company and each of its wholly-owned subsidiaries executed a
Collateral Agreement pursuant to which each such party agreed to grant a
security interest in all of its respective assets to the Senior Secured Lender
as collateral security for repayment of the loans.  Further, each
domestic subsidiary agreed to guarantee performance of all of the Company’s
obligations to the Senior Secured Lender.
  18




As part of
the transaction, the Company granted to the Senior Secured Lender an aggregate
of 800,000 warrants to purchase shares of Common Stock at exercise prices per
share equal to $1.85 with respect to 266,666 warrants, $2.02 with respect to an
additional 266,666 warrants, and $2.19 with respect to the remaining 266,668
warrants.  The Company registered the shares of Common Stock issuable
upon the exercise of the warrants and conversion of the term note and must use
its best efforts to keep the registration statement effective during the
applicable registration period.
 
 QR
maintains various lines of credit with one financial institution. In January
2009, these lines were decreased from 2,000,000 to 1,000,000 Euros; in April
2008, these lines had been previously increased from 1,750,000 to 2,000,000
Euros.  The borrowings under most of these lines of credit are
guaranteed by specific foreign accounts receivable and
inventory.  These lines of credit were granted in August 2007 and
there are no restrictive covenants, subordination clauses or corporate
guarantees.  As of March 31, 2009, there was 914,844 Euros outstanding
in connection therewith.  QR has failed to make timely payments with
respect to certain amounts due to one of its financial institutions pursuant to
one of its line of credit agreements.  In January 2009, this lender
agreed to an extended repayment through October 2009, eliminated the available
line of credit, increased the interest rate on the outstanding debt, and agreed
to extend no further borrowings on this line of credit.  As of March
31, 2009, 310,993 Euros was owed to this financial institution.
 
 The
Company is dependent upon its Revolving Credit and Term Loan Agreement with the
Senior Secured Lender, its foreign lines of credit, and continued minimum sales
levels to finance its ongoing operations.  As of March 31, 2009, and
the current date, the Company did not have any unused credit under the Revolving
Credit and Term Loan Agreement as described above.
 
 Off-Balance Sheet
Arrangements
 The
Company has no off-balance sheet financing arrangements or interests in
so-called special purpose entities.
 
 Results of
Operations
 
 Fluctuations in Operating
Results
 
 The
results of operations for the Company have changed significantly as a result of
the acquisition of QR.  QR, located in Verona, Italy is a global
supplier of state-of-the-art, in-office three-dimensional dental computed
tomography (CT).  QR uses an imaging technology that features a cone
shaped beam of x-rays (a CBCT scanner).  The carrying values of QR’s
assets and liabilities were adjusted to their fair values and the difference
between the purchase price and the fair value of the net assets was recorded as
goodwill and other intangibles, and is subject to periodic impairment
testing.  The Company’s results of operations have been and will
continue to be materially affected by the amortization costs associated with
these other intangibles and any impairment charges.
 
 The U.S.
dollar is the Company’s reporting currency; however, a significant portion of
the consolidated operating results are denominated in Euros.  Since
the acquisition in April 2007, the U.S. dollar/Euro exchange rate has fluctuated
significantly, thereby impacting the Company’s financial
results.  Between April 2007 and March 2009, the U.S. dollar/Euro
exchange rate ranged from as low as $1.25 to as high as $1.59.  In the
current nine months ended March 31, 2009, the U.S. dollar/Euro exchange rate
varied from $1.59 to $1.25, based on the current worldwide economic conditions
and marketplace uncertainty.  The Company does not usually use foreign
exchange contracts to manage foreign currency exposure.  As of March
31, 2009, there were no outstanding foreign exchange contracts.
 
 Based on
the recent losses, the Company instituted significant cost cutting measures in
the first quarter of Fiscal Year 2009, which began to take effect in the second
quarter of Fiscal Year 2009.  These measures include:
 
 ·
              Approximately
      10% of U.S. employees were terminated or took early
      retirement.
 ·
              Salary
      reductions for all employees, including reduced work
      schedules.
 ·
              Elimination
      of several management positions.
 ·
              Reduction
      of trade show attendance, outside consultants, and advertisement
      placements.
 ·
              Elimination
      of the Safe Harbor Match for the Company’s 401K
  plan.
 ·
              Reduction
      in worldwide travel and all related
costs.
 ·
              Replaced
      several salaried sales personnel with industry-knowledgeable, independent
      sales representatives to augment sales and reduce fixed
    costs.




19




The
Company has significantly scaled down its operating costs and expenses to better
match the current reduced sales levels which have been adversely affected by the
worldwide economic recession.  Currently, management does not believe
that these cost reductions have had or will have a materially adverse impact on
operations or future cash flows.  Therefore, the Company does not
expect there to be any further asset impairments as a result of the above
activities.   However, in accordance with FASB Statement No. 144,
Accounting for the Impairment
or Disposal of Long Lived Assets, the Company will test
for recoverability its long-lived assets should events or changes in
circumstances indicate that the current carrying amount may not be recoverable
including projections or forecasts of continuing losses associated with the
long-lived assets.  Based on recent stock price decreases, the Company
has begun a quarterly comparison of its market capitalization to its book value
in consideration of potential goodwill impairment.
 
 The
Company’s operating results have varied in the past and are likely to vary in
the future.  Due to variations that the Company has experienced in
operating results, management does not believe that period-to-period comparisons
of results of operations are necessarily meaningful or reliable as indicators of
future performance.  These variations result from several factors,
many of which are not in the Company’s control, including, but not limited
to:
 
 ·
              Changes
      in technology, specifically imaging
modalities,
 ·
              Demand
      for products and services,
 ·
              The
      level of product, price and service
competition,
 ·
              Changes
      in product mix, which could affect profit
  margins,
 ·
              Federal,
      state or local government
regulations,
 ·
              The
      timing of industry trade shows,
 ·
              Currency
      fluctuations,
 ·
              Capital
      spending budgets of customers,
 ·
              General
      economic trends and conditions specific to the Company’s
      industry,
 ·
              Changes
      in the prime rate of borrowing in the United
  States,
 ·
              Changes
      in federal and foreign tax laws,
 ·
              The
      timing of new product introductions by the Company as well as by its
      competitors,
 ·
              Worldwide
      economic events which have continued to negatively impact potential
      customers’ purchasing decisions,
and
 ·
              Worldwide
      economic events which have continued to negatively impact the ability of
      customers to obtain financing.
 
 Nine Months in Fiscal Year
2009 Versus Nine Months in Fiscal Year 2008
 
 Sales
decreased by approximately $5.9 million or 23.9% between the Fiscal Year 2008
and Fiscal Year 2009 nine-month comparable periods.  The Company
experienced lower sales in the current nine-month period, which can be
attributable to the current worldwide economic credit crisis which has
negatively impacted the potential purchasing decisions for all of the Company’s
products and reduced the ability for customers to obtain financing for these
products.  Many customers continue to reconsider their purchases for
the Company’s equipment and many distributors continue to reduce their on-hand
inventory, based on their own economic circumstances and evolving worldwide
market conditions.  In the current nine-month period, there was a
decrease of approximately $255,600 related to sales of the three-dimensional
dental x-ray imaging systems; and approximately $800,000 of Fiscal Year 2009
revenue related to the reclassification from deferred revenue to revenue, based
on completion of certain contractual obligations.  The amount of sales
from the Company’s veterinary products’ business decreased by approximately $1.1
million due to reduced market demand.  The Company’s dental
radiographic products decreased by approximately $2 million due to the closing
by the Company’s Canadian distributor and lower worldwide sales as dentists
continue to delay their purchasing decisions, especially for the more expensive
digital radiographic systems.  The Company’s analog film processor
business, including spare parts and chemistry, showed a decrease of
approximately $2.5 million in the current nine-month period, due to the
continuing transition from analog to digital imaging processing as U.S.
healthcare professionals continue to migrate to digital imaging equipment, which
the Company also supplies, and the postponement of a large international order
until the next fiscal year.  The Company continues to try to increase
its worldwide distribution and expand and develop new international markets for
its digital products; however, the global financial crisis has negatively
impacted foreign customers as they too have reduced their
purchases.
 
 Gross
profit as a percent of sales improved 3.4% between the Fiscal Year 2008 and
Fiscal Year 2009 nine-month comparable periods mainly due to the U.S. dollar
improving in relation to the Euro in the second and third quarters of Fiscal
Year 2009, which reduced the cost of foreign purchased items.  The
Company decreased its U.S. manufacturing overhead costs by approximately
$726,000 in the current nine-month period.
  20




Selling,
general, and administrative costs decreased by approximately $825,260, or 7.3%,
between the Fiscal Year 2008 and Fiscal Year 2009 nine-month comparable
periods.  There was an increase of approximately $935,000 in operating
costs in Italy, and a decrease of approximately $1,760,000 in operating costs in
the United States.  The Company’s Italian operations recorded a
three-year future contractual obligation of approximately $1,029,000 to the four
former owners who have resigned effective January 1, 2009 and April 1,
2009.  The Company increased administrative and sales personnel in
Italy to properly produce, position, market and distribute the three-dimensional
products worldwide.  The Company sponsored “NewTom” day in July 2008
for its existing dealers and potential new customers to promote awareness of the
Company’s three-dimensional imaging products and product
improvements.  The Company incurred higher sales commissions in Italy,
as it used more sales agents to increase sales.   The nine months
ended March 31, 2008 included an increase in the Italian operation’s reserve for
doubtful accounts of approximately $300,000.  The decrease in the
United States was offset by the write-off of approximately $152,250 in September
2008, which was related to the deferred financing costs which had been
capitalized in April 2007, as the Company has not been able to successfully
negotiate a waiver or forbearance agreement or renegotiate its senior secured
debt.  There was a decrease of approximately $1.9 million related to
the Company’s administrative and marketing/sales costs.  The Company
reduced the number of exhibitions it attended in the current nine-month period,
reduced its outside consultants and advertising due to the current restraints on
available funding, and reduced overhead costs and payroll and related
benefits.  The Company’s legal fees increased approximately $393,000
in the current nine-month period due to the ongoing negotiations with its senior
secured lender.  The nine months ended March 31, 2008 included an
increase in the Company’s U.S. operation’s allowance for doubtful accounts of
approximately $400,000.  The Company has continued to maintain its
technical support department infrastructure to assure timely customer
satisfaction.  The three-dimensional imaging systems require a devoted
technical support system, including installation, training and related costs to
assist the end users.
 
 Amortization
of intangibles decreased approximately $580,536 or 64.0% due to the impairment
charge of $5.6 million recorded in Fiscal Year 2008, which lowered the gross
value of the other intangibles being amortized.
 
 Research
and development costs decreased by approximately $402,827, or 26.9%, between the
Fiscal Year 2008 and Fiscal Year 2009 comparable nine-month periods. The
decrease is due to reductions in the U.S., as the Company has focused its
research and development efforts on its three-dimensional imaging products in
Italy.  The Company continues to invest in the design, development and
refinement of its existing digital imaging products, as well as the design and
development of new digital imaging products for the human dental and broad
veterinary applications.  Research and development costs may fluctuate
between reporting periods, due to changing research and development consulting
agreements, initiation or completion of certain project tasks, and market
demands.  The Company continues to evaluate its strategy to develop
and market additional high-tech digital products.
 
 For the
nine-month period ended March 31, 2009, the loss on foreign currency
transactions amounted to approximately  $2,536,254 due to the
continued decrease in the value of the Euro in relation to the U.S. dollar
during this time period.  A deferred tax asset has been recorded in
Italy for this unrealized loss, in accordance with local laws.  For
the nine-month period ended March 31, 2008, the gain on foreign currency
transactions amounted to $2,088,024 due to the increase in the value of the Euro
in relation to the U.S. dollar during this time period.  The deferred
tax liability which was recorded in Italy for this unrealized gain was reversed
as of March 31, 2009.  This is an unrealized non-cash foreign currency
transaction related to the U.S. dollar denominated intercompany note and
recorded by QR in Euros.  On October 31, 2008, the Company reduced
this intercompany note from $14 to $9 million and converted the $5 million to
equity on the Italian subsidiary’s records to comply with local laws which
require companies to maintain certain levels of equity.
 
 For the
nine-month period ended March 31, 2009, net interest expense was approximately
$1.52 million.  For the nine-month period ended March 31, 2008, net
interest expense was approximately $714,000.  This increase of
approximately $808,000 is mainly attributable to the acceleration and write-off
of the balance of the Term Note imputed debt discount of $808,701, as the
Company has not been able to successfully negotiate a waiver or a forbearance
agreement or renegotiate its senior secured debt.  There was also
approximately $399,000 more in average borrowings during the current nine-month
period, most of which consisted of foreign debt at lower interest rates compared
to the interest rates in the comparable period in Fiscal Year
2008.  Additionally, the U.S. average borrowing rate was approximately
the same for the two comparable periods, due to the default interest rate being
charged since December 2008.
 
 The net
tax benefit recorded for the nine-month period ended March 31, 2009 and net tax
expense for the nine-month  period ended March 31, 2008, include
foreign taxes at the statutory rates on the Company’s foreign operations,
changes to the deferred tax accounts, and state income and capital taxes
generated in the United States.  Included in the tax benefit for the
period ended March 31, 2009 is a charge of approximately $189,755 to reflect tax
differences related to the amortization of the acquisition goodwill which is not
deductible for book purposes.  A long-term deferred tax liability has
been established.  As of March 31, 2009, the Company had approximately
$12.3 million in federal net operating loss carry forwards, and approximately
$16.4 million in state net operating loss carry forwards.  These NOL’s
will begin to expire in 2010 and are subject to review by the Internal Revenue
Service.  Past and future changes in ownership of the Company as
defined in Section 382 of the Internal Revenue Code, may limit the amount of
NOL’s available for use in any one year.
  21




As of
March 31, 2009, the Company has recorded net deferred tax assets of
approximately $460,620 and as of June 30, 2008, net deferred tax liabilities of
approximately $155,000.  The March 31, 2009 net deferred tax assets
are comprised of approximately $650,375 of deferred tax assets and $189,755 of
deferred tax liabilities.  The June 30, 2008 net deferred tax
liabilities are comprised of approximately $698,000 of deferred tax liabilities
and $543,000 of deferred tax assets. As of March 31, 2009, deferred tax
liabilities relate to differences due to the amortization of the acquisition
goodwill for tax purposes.  As of June 30, 2008, deferred tax
liabilities related to the previously recorded net unrealized exchange gain on
the intercompany note denominated in U.S. dollars, and was reversed as of March
31, 2009 due to the unrealized exchange losses in the current
year.  The deferred tax assets are mainly related to the temporary
differences on the intangible assets amortization and for the loss from
operations in Italy.
  Third Quarter of Fiscal Year
2009 Versus Third Quarter of Fiscal Year 2008
 
 Sales for
the third quarter of Fiscal Year 2009 were approximately $4.87 million, which
represents a decrease of approximately $3.7 million, or 43.1%, compared to the
third quarter of Fiscal Year 2008, principally due to reduced volumes as the
Company continues to be adversely effected by the current worldwide economic
credit crisis which has negatively impacted the potential purchasing decisions
for all of the Company’s products and reduced the ability for customers to
obtain financing for these products..  There was a decrease of
approximately $1.9 million related to sales of the three-dimensional dental
x-ray imaging systems, as dental specialists continue to delay their purchasing
commitments for this specialized equipment.  The Company’s veterinary
products business decreased approximately $456,000, with the decline across all
of the products, specifically the digital, all-purpose x-ray systems, due to
reduced market demand for this higher priced equipment.  The sales
from the Company’s dental radiographic products decreased approximately $465,000
due to lower worldwide sales as dentists continued to delay their purchasing
decisions, especially for the more expensive digital radiographic
systems.  The Company’s analog film processor business including spare
parts and chemistry showed a decrease of approximately $867,000 in the current
three-month period due to the continuing transition from analog to digital
imaging processing as U.S. healthcare professionals continue to migrate to
digital imaging equipment, which the Company also supplies.
 
 Gross
profit as a percent of sales was approximately 4.9% higher in the third quarter
of Fiscal Year 2009 as compared to the third quarter of Fiscal Year 2008 due to
improvements in the U.S. dollar in relation to the Euro in the current quarter,
which also reduced the cost of foreign purchased items.  Additionally,
there was approximately $284,000 less in U.S. manufacturing overhead costs in
the current three-month period attributable to the extensive cost cutting
procedures the Company recently implemented.
 
 Selling,
general, and administrative costs decreased by approximately $1.15 million or
25.3%, between the third quarter of Fiscal Year 2008 and the third quarter of
Fiscal Year 2009.  Operating costs in Italy were fairly constant
between the two comparable periods.  The Company recorded a
contractual obligation of approximately $556,700 to two of the former owners who
have resigned effective April 1, 2009.  The quarter ended March 31,
2008 included an increase in the Italian operation’s allowance for doubtful
accounts of approximately $300,000.  The Euro was much stronger than
the U.S. dollar in the quarter ended March 31, 2008, which effected the
conversion of the expenses to U.S. dollars.  There was a decrease in
the US operating costs of approximately $1.1 million due to the recent
restructuring of the U.S. operations including significant reductions in
operating costs and worldwide sales, marketing and distribution costs, including
payroll, employee benefits and operating overhead charges.   The
Company reduced the number of exhibitions it attended in the current three-month
period, reduced its outside consultants and advertising expenditures, due to the
current restraints on available funding.  The Company’s legal fees
increased by approximately $297,000 in the current quarter due to the Company’s
ongoing negotiations with its senior secured lender.  There was an
increase in the U.S. operation’s allowance for doubtful accounts of
approximately $400,000 during the quarter ended March 31, 2008.  The
Company has continued to maintain its technical support department to assure
timely customer satisfaction.  The three-dimensional imaging systems
require a devoted infrastructure support system, including installation,
training and related costs to assist the end users.
 
 Amortization
of intangibles in the third quarter of Fiscal Year 2009 compared to the prior
year decreased by $211,377 or 67.2% due to the impairment charge of $5.6 million
recorded in Fiscal Year 2008, which lowered the gross value of the other
intangibles being amortized.
  22




Research
and development costs decreased by approximately $209,074, or 42.2%, between the
third quarter of Fiscal Year 2008 and third quarter of Fiscal Year 2009. The
decrease is mainly due to cost reductions in the U.S., as the Company has
focused its research and development efforts on its three-dimensional imaging
products in Italy.  The Company continues to invest in the design,
development and refinement of its existing digital imaging products, as well as
the design and development of new digital imaging products for the human dental
and broad veterinary applications. Research and development costs may fluctuate
between reporting periods, due to changing research and development consulting
agreements, initiation or completion of certain project tasks, and market
demands.  The Company continues to evaluate its strategy to develop
and market additional high-tech digital products.
 
 For the
third quarter of Fiscal Year 2009, the loss on foreign currency transactions
amounted to approximately $385,549, due to the continued decrease in the value
of the Euro in relation to the U.S. dollar during this time period.  A
deferred tax asset has been recorded in Italy for this unrealized loss, in
accordance with local laws.  For the three-month period ended March
31, 2008, the gain on foreign currency transactions amounted to $992,678 due to
the increase in the value of the Euro in relation to the U.S. dollar during this
time period.  The deferred tax liability which had been recorded in
Italy for this unrealized gain was reversed as of March 31,
2009.  This is an unrealized non-cash foreign currency transaction
related to the U.S. dollar denominated intercompany note and recorded by QR in
Euros.  On October 31, 2008, the Company reduced this inter-company
note from $14 million to $9 million and converted the $5 million to equity on
the Italian subsidiary’s records to comply with local laws which require
companies to maintain certain levels of equity.
 
 For the
third quarter of Fiscal Year 2009, net interest expense was
$241,931.  For the third quarter of Fiscal Year 2008, net interest
expense was $220,613.  This increase of approximately $21,318 is
mainly attributable to higher interest rates in the current quarter due to the
default interest rate being charged in the U.S. since December 2008 and higher
rates in Italy on the debt renegotiated in January 2009.
 
 The
Company made a small state tax payment in the U.S. in the third quarter of
Fiscal Year 2009, based on the consolidated loss from operations and made the
required national and local tax payments in Italy for Fiscal Year 2009, based on
its foreign operations, as required by local law.  There is a charge
of $23,719 included in the benefit for the three months ended March 31, 2009 to
reflect tax differences related to the amortization of the acquisition goodwill
which is not deductible for book purposes.  The Company recorded a tax
benefit for taxes on QR’s loss from operations at the combined required
statutory tax rate.  The net tax benefit recorded for the three months
ended March 31, 2009 and net tax expense recorded for the three months ended
March 31, 2008, include foreign taxes at the statutory rates on the Company’s
foreign operations, changes to the deferred tax accounts, and state income and
capital taxes generated in the United States.  As of March 31, 2009,
the Company had approximately $12.3 million in federal net operating loss carry
forwards, and approximately $16.4 million in state net operating loss carry
forwards.  These NOL’s will begin to expire in 2010 and are subject to
review by the Internal Revenue Service.  Past and future changes in
ownership of the Company as defined in Section 382 of the Internal Revenue Code,
may limit the amount of NOL’s available for use in any one
year.
 
 Critical Accounting Policies
and Estimates
 
 The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to makes estimates and
assumptions that affect the reported amounts of assets and liabilities and the
reported amounts of revenues and expenses.  These estimates and
assumptions are evaluated on an ongoing basis based on historical internal
operations, industry trends and conditions, market conditions and other
information that management believes to be reasonable or applicable under the
circumstances.  There can be no assurances that actual results of
operations will be consistent with management’s estimates and assumptions, and
that reported results of operations will not be adversely affected by the
requirement to make accounting adjustments to reflect changes in these estimates
from time to time.  The following policies are those that management
believes to be the most sensitive to estimates and judgments.
 
 Revenue
Recognition
 
 The
Company recognizes revenue net of related discounts and allowances for its
consolidated operations when persuasive evidence of the arrangement exists, the
price is fixed or determinable, collectability is reasonably assured, and
delivery or title and risk of loss has passed to the customer, based on the
specific shipping terms.   The Company includes shipping and
handling costs as a component of cost of sales.  Revenue related to
equipment orders that contain one or more elements to be delivered at a future
date is recognized in accordance with EITF 00-21 “Accounting for Revenue Arrangements
with Multiple Deliverables”.The Company allocates revenue
between the various elements using the relative fair value method, based on
evidence of fair value for the respective elements.    The
revenue allocated to deferred service contracts, installation and training for
the three-dimensional imaging equipment is deferred until service is
provided.  Amounts received from customers in advance of equipment
deliveries are recorded as deferred income until the revenue can be recognized
in accordance with the Company’s revenue recognition policy.
  23




Accounts
Receivable
  The
Company reports accounts receivable net of reserves for doubtful
accounts.  Credit is extended to distributors on varying terms,
usually between 30 and 90 days.  Most of the sales to our direct users
are payment in advance.  Letters of Credit or payment in advance is
required for certain foreign sales.  The reserve for doubtful accounts
is management’s best estimate of the amount of probable credit losses in the
Company’s existing accounts receivable and is based upon continual analysis of
the accounts receivable aging including credit risk of specific customers,
historical trends and other related information.  The Company writes
off accounts receivable when they become uncollectible.  There have
been no significant changes in the computation methodology of the reserve for
doubtful accounts in the past three years. The Company has not had significant
bad debt write-offs in the past few years, except for Fiscal Year 2008, when the
Company recorded certain write-offs related to the receivables associated with
the acquisition of QR srl and the write-off related to an exclusive Canadian
distributor. The allowance for doubtful accounts is based on the Company’s
analysis of aged accounts receivable.  Management believes that any
potential risk associated with the estimate of reserve for doubtful accounts is
therefore limited.
 
 Inventories
  Inventories,
which include material and a small component of work-in-process labor and
overhead, are stated at the lower of cost (first in, first out) or market (net
realizable value).  The Company has established inventory reserves
based on inventory estimated to be obsolete, slow moving, or unmarketable due to
changing technological and/or market conditions.  If actual market and
technical conditions are less favorable than those anticipated, additional
inventory reserves would be required.  There have been no significant
changes in the computation methodology of the reserves for inventory in the past
two years.
 
 Warranties
  The
Company records a liability for an estimate of costs that it expects to incur
under its limited warranty based on revenues.  Various factors affect
the Company’s warranty liability, including: (1) number of units sold, (2)
historical rates of claims, (3) anticipated rates of claims, and (4) costs per
claim.  The Company periodically assesses the adequacy of its warranty
liability based on changes in these factors.
 
 In March
2005, the Company began to include an extended warranty with its digital
sensors.  The Company continues to monitor the rate and costs of
claims and review the adequacy of its warranty liability and has made changes in
the warranty reserve, as necessary based upon the number of units sold, the
actual amount of warranty claims processed, and the specific warranty
period.  The increase in the warranty reserve has resulted in
decreased gross profit for the Company.
 
 In Fiscal
Year 2008, the Company’s Italian subsidiary began to separately account for
warranty costs related to its three-dimensional digital imaging equipment and
has recorded a warranty reserve as of June 30, 2008 and March 31,
2009.
 
 Stock-based
Compensation
  Effective
July 1, 2005, the Company began to account for stock based compensation under
Financial Accounting Standards Board Statement No. 123R, Share Based
Payment.  The Company determines the fair value of options
based on the Black-Scholes model, which is based on specific assumptions
including (1) expected life of the option, (2) risk free interest rates, (3)
expected volatility and (4) expected dividend yield.
 
 Deferred Tax Asset and
Income Taxes
  Income
taxes are accounted for under the asset and liability
method.  Deferred income taxes are recorded for temporary differences
between financial statement carrying amounts and the tax basis of assets and
liabilities.  Deferred tax assets and liabilities reflect the tax
rates expected to be in effect in the period in which the differences are
expected to reverse.  Any changes in tax laws which affect the
applicable tax rates will affect the deferred tax asset and will be reflected in
the accompanying current tax provision.  The Company records a
valuation allowance to reduce its deferred tax asset when it is more likely than
not that a portion of the amount may not be realized.  The Company
estimates its valuation allowance based on an estimated forecast of its future
profitability.  Any significant changes in future profitability
resulting from variations in future revenues or expenses could affect the
valuation allowance on the deferred tax asset and operating results could be
affected.  In reviewing the valuation allowance, the Company considers
future taxable income and determines whether it is more likely than not that a
portion of the deferred tax asset will be realized.  Changes in these
circumstances, such as an increase or decline in estimated future taxable
income, would result in a re-determination of the valuation
allowance.  In Fiscal Year 2008, the Company increased its valuation
allowance on the U.S. portion of its deferred tax asset by approximately
$4,398,000, as it does not believe that it is more likely than not that it will
be able to utilize the net operating loss carry forwards based on recent losses
and anticipated market conditions.
  24




The
Company has recorded deferred tax assets and liabilities associated with its
operations.  Certain tax assets were acquired upon the acquisition of
QR in April 2007 and primarily relate to the financial statement carrying amount
of existing assets and liabilities and their respective tax bases.
 
 The
Company has recorded NOLs amounting to approximately $12.3 million in federal
NOLs and $16.4 million in state NOLs at March 31, 2009.  The NOLs are
subject to review by the Internal Revenue Service.  Past and future
changes in ownership of the Company, as defined in Section 382 of the Internal
Revenue Code, may limit the amount of NOLs available for use in any one
year.
 
 Goodwill and other
intangibles
  Prior to
April 2007, the Company did not have any long-lived assets or
goodwill.  Long-lived assets held for use by the Company will be
reviewed for impairment whenever circumstances provide evidence that suggests
the carrying amount of the asset may not be recoverable, at which time, the
Company will perform an impairment analysis primarily related to technology and
customer relationships.  Determination of whether impairment exists
will be based upon comparison of the fair value of the assets to the carrying
values of the respective assets. This could result in a material charge to
earnings.  The Company considers factors such as operating results,
market trends, technological developments, competition, other economic factors,
and the effects of obsolescence for this assessment.
 
 Goodwill
is not amortized, but will be tested for impairment on an annual basis each June
30th, or
whenever circumstances or events indicate that the carrying amount may not be
recoverable.  These events include, without limitation, a significant
change in the business climate, operating performance indicators, legal factors,
competition or a significant change in the business entity.  The first
step of the goodwill impairment tests will be based upon a comparison of the
fair value of the reporting unit to the respective carrying value.  If
the fair value of the reporting unit exceeds its carrying amount, no impairment
exists.  If, however, the carrying amount of a reporting unit exceeds
its fair value, the second step of the goodwill impairment test will be
performed to measure the amount of impairment loss, if any.  The
implied fair value requires a fair value process similar to a business
combination, where the individual assets and liabilities are valued at fair
value with the difference between the fair value of the reporting unit being the
implied fair value of goodwill.  If the carrying amount of the
reporting unit exceeds its fair value, the goodwill impairment loss is measured
as the excess of the carrying amount of goodwill over its implied fair
value.  Any identified impairment will result in a charge to reduce
the carrying value of the associated goodwill.  This could result in a
material charge to earnings.
 
 As of
March 31, 2009, the Company does not believe there was any impairment of its
goodwill or of its other intangible assets.  However, the occurrence of
future events or deteriorating conditions, not limited to the Company’s
inability to obtain additional financing alternatives (as described in Note 1),
operating or cash flow losses, potential merger with or acquisition by another
entity, potential sale or disposal of assets significantly before the end of
their previous estimated useful lives, and decreases in the market
capitalization of the Company may result in a future impairment
 
 Litigation and
Contingencies
  The Company is party to lawsuits arising
out of its respective operations.  The Company records a liability
when it is probable and can be reasonably estimated.  The Company
believes it has properly estimated in the past; however, court decisions and/or
other unforeseen events could cause liabilities to be incurred in excess of
estimates.
  Item 3.  Quantitative and Qualitative Disclosures About
Market Risk.
  Not
Applicable.
 
 Item 4T.  Controls and Procedures.
 
 a) Evaluation of Disclosure
Controls and Procedures
 
 The
Company conducted an evaluation of the effectiveness of the design and operation
of the Company’s disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of March 31, 2009.  The controls evaluation
was conducted under the supervision and with the participation of our
management, including our Co-Chief Executive Officers and Chief Financial
Officer.  Based upon that evaluation, the Co-Chief Executive Officers
and Chief Financial Officer have concluded that, as a result of the
identification of the material weaknesses identified below, as of the end of the
period covered by this report, our disclosure controls and procedures were not
effective.
  25




In its
assessment of the effectiveness of internal control over financial reporting as
of March 31, 2009, management concluded that the Company's internal controls
over financial reporting were not effective.  It was determined that
there were control deficiencies that when aggregated, were a material weaknessin our internal control over financial reporting as of March 31,
2009.  None of these individual deficiencies were deemed to be a
material weakness in our internal control separately.  Those
deficiencies were as follows:
 
 1.
              We
      do not employ an Audit Committee as defined by Section 3(a)(58) of the
      Exchange Act and none of the Company’s directors are
      independent.  While not being legally obligated to have an audit
      committee, it is the Company's view that such a committee, including a
      financial expert, is an utmost important entity level control over the
      Company's financial statements.  Currently, the full Board of
      Directors acts in the capacity of the Audit
  Committee.
 
 2.
              The
      Company does not have an individual who meets the criteria to be defined
      as a financial expert on its Board of Directors.  The financial
      expert could lead the Audit Committee to provide additional oversight of
      the Company’s Chief Financial Officer, as well as provide the Company’s
      financial management with enhanced segregation of duties and controls
      which would minimize the risk of a material
  misstatement.
 
 3.
              There
      are no processes in place for someone to review and determine financial
      impacts of contracts and agreements.  The financial expert could
      assist in this review prior to the legal review and minimize any potential
      financial exposures.
 
 In light
of this identified material weakness, the Company’s Board interacts with
management frequently and management performed (1) significant additional
substantive review of the financial information, (2) performed additional
analyses, including but not limited to a substantive analytical review that
compared changes from the prior period's financial statements and analyzed all
significant amounts that deviated from expectations, and (3) utilized an outside
consultant to provide assistance with technical accounting and reporting
matters.  These enhanced procedures were completed to mitigate the
entity level control deficiencies noted above.
 
 Remediation of Material
Weaknesses
 
 The above
identified material weakness did not result in any errors to the Company’s 2008
financial statements. However, it is reasonably possible that, if not
remediated, one or more of the identified deficiencies noted above could result
in a material misstatement in our financial statements that might result in a
material misstatement in a future annual or interim period.
 
 In an
effort to remediate the identified material weaknesses, consideration will be
given to the following:
 
 1.
Management will continue to consider seeking candidates to expand the Board of
Directors in order to ensure a majority of the Board is
independent.
 
 2. Once
the expansion of the Board is completed, the Company’s Board of Directors will
nominate an Audit Committee, which includes a financial expert that has an
understanding of U.S. generally accepted accounting principles and financial
statements; the ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves; experience
in preparing, auditing, analyzing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can reasonably
be expected to be raised by the registrant's financial statements, or experience
actively supervising one or more persons engaged in such activities; an
understanding of internal controls and procedures for financial reporting; and
an understanding of audit committee functions.
 
 This
financial expert will have any one or more of the following
attributes:
 
 ·
              Education
      and experience as a principal financial officer, principal accounting
      officer, controller, public accountant or auditor or experience in one or
      more positions that involve the performance of similar
      functions;
 ·
              Experience
      actively supervising a principal financial officer, principal accounting
      officer, controller, public accountant, auditor or person performing
      similar functions;
 ·
              Experience
      overseeing or assessing the performance of companies or public accountants
      with respect to the preparation, auditing or evaluation of financial
      statements; or
 ·
              Other
      relevant experience.






26




Limitations of Effectiveness
of Controls
 
 As of the
date of this filing, the Company is satisfied that actions implemented to date
and those under consideration will remediate the material weaknesses and
deficiencies in the internal controls that have been
identified.   The Company notes that, like other companies, any
system of internal controls, however well designed and operated, can provide
only reasonable assurance, and not absolute assurance, that the objectives of
the internal control system will be met.   The design of any
control system is based, in part, upon the benefits of the control system
relative to its costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been
detected.  These inherent limitations include the realities that
judgments in decision making can be faulty, and that controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people or by management override of control. In addition, over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate.  In
addition, the design of any control system is based in part upon certain
assumptions about the likelihood of future events. Because of the limitations
inherent in a cost-effective control system, misstatements due to error or fraud
may occur and may not be detected.
 
 (b) Changes in Internal Controls
over Financial Reporting
 
 During the
third quarter ended March 31, 2009, there were no significant changes in the
Company’s internal controls over financial reporting or in other factors that
have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
   27




PART II
 OTHER
INFORMATION
  Item 1.   Legal Proceedings.
 
 Reference
is made to Item 3 in the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2008, and to the references therein, for a discussion of all
material pending legal proceedings to which the Company and its subsidiaries are
parties.
 
 In October
2008, the Company and its insurance carrier each contributed $41,440 to an
escrow account to settle the outstanding environmental litigation relating to
property owned by the Company in New Jersey between August 1984 and June
1985.  In January 2009, the Consent Decree memorializing the
settlement was lodged with the Court.  There is a ninety day comment
period and the Court is expected to enter the Consent Decree in May
2009.
 
 In
November 2008, the Company and Genexa Medical Inc. (“Genexa”), were instructed
by the court to attempt to negotiate through a court appointed mediator on
January 9, 2009 the outstanding litigation which had been filed on May 5, 2008,
in the United States District Court, Southern District of New York. Genexa did
not appear and they did not appear at the next court date which was set for
February 5, 2009.  The court permitted Genexa’s attorneys to withdraw
from the case and no new attorneys have been appointed.  The Company
filed a motion requesting Default Judgment and dismissal of the case, which was
granted on March 26, 2009.  The court also dismissed all of Genexa’s
counterclaims.  The Company doubts that it will be able to collect any
monies under the Judgment.
 
 On
February 3, 2009, the Company settled, through a court appointed mediator, the
customer complaint which had been filed on December 19, 2007 in the Superior
Court of California, County of Placer.  The complaint was settled for
$22,000 and full releases were obtained.
 
 The
Company is a defendant (with several other parties) in a product liability
insurance action, which was filed in January 2009, in the Superior Court of
Justice, Ontario, Canada, under the simplified procedure provided in Rule 76 of
the Rules of Civil Procedure.  The plaintiff, through its insurance
company, claims that the Company’s equipment caused damage to the plaintiff’s
premises in May 2007.  The complaint seeks approximately $50,000 in
compensatory damages.  The Company maintains that its equipment was
not the cause of the incident or the resultant damage.  The Company’s
insurance carriers, and their attorneys, are assisting in the Company’s defense
in this matter.  The Company does not believe that the final outcome
of this matter will have a material adverse effect on its consolidated financial
statements.
 
 The
Company is a defendant (with another party) in a product liability insurance
action, which was filed in April 2009 in the Supreme Court of the State of New
York, County of Chemung.  The plaintiff, through its insurance
company, claims that the Company’s equipment caused damage to the plaintiff’s
premises in March 2007.  The complaint seeks approximately $1.1
million in compensatory damages.  The Company maintains that its
equipment was not the cause of the incident or the resultant
damage.  The Company’s insurance carriers, and their attorneys, are
assisting in the Company’s defense in this matter.  The Company is
unable at this time to assess if the final outcome of this matter will have a
material adverse effect on its consolidated financial statements.
 
 In
December 2008, the Company received notification of a complaint filed on
December 11, 2008, in Superior Court of California, County of
Tuolumne.  The complaint alleges breach of warranty and breach of
contract, and seeks damages in excess of $25,000.  The Company has
recorded a reserve of $50,000 as of March 31, 2009, in the accompanying
consolidated financial statements.  The Company has referred this case
to its attorneys who are attempting to settle this case.  The Company
is unable at this time to assess if the final outcome of this matter will have a
material adverse effect on its consolidated financial statements.
 
 From time
to time, the Company may be party to other claims and litigation arising in the
ordinary course of business.  The Company cannot express an opinion
does that any adverse final outcome of any of these matters, whether covered by
insurance or otherwise, would have a material adverse effect on its consolidated
financial statements.
 
 Item
6.  Exhibits.
 31.1 -
Certification Pursuant to Exchange Act Rule 13a – 14 (a) or Rule
15d-14(a).*
 31.2 -
Certification Pursuant to Exchange Act Rule 13a – 14 (a) or Rule
15d-14(a).*
 31.3 -
Certification Pursuant to Exchange Act Rule 13a – 14 (a) or Rule
15d-14(a).*
 32.1 -
Certification Pursuant to 18 U.S.C. Section 1350 of the Sarbanes – Oxley Act of
2002.*
 32.2 -
Certification Pursuant to 18 U.S.C. Section 1350 of the Sarbanes – Oxley Act of
2002.*
 32.3 -
Certification Pursuant to 18 U.S.C. Section 1350 of the Sarbanes – Oxley Act of
2002.*
  *Filed
herewith.
  28




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

                          (Registrant)By:
                      /s/David
      VozickDavid
      VozickChairman
      of the Board,

                          (Co-Chief
      Executive Officer)

                            Secretary,
      TreasurerDate:  May
      14, 2009






By:
                      /s/Donald
      RabinovitchDonald
      RabinovitchPresident

                          (Co-Chief
      Executive Officer)Date:  May
      14, 2009






By:
                      /s/Elise
      NissenElise
      NissenChief
      Financial Officer

                          (Principal
      Financial and Accounting Officer)Date:  May
      14, 2009










29