UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~ STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~September~~November 1225, ~~2007~~2008

JMAR Technologies, Inc. ~~__________________________________________ (Exact name of registrant as specified in its charter)~~

Delaware	001-10515	68-0131180
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
10905 Technology Place, San Diego, California		92127
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

(Exact name of registrant as specified in its charter)


Delaware	001-10515	68-0131180
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

10905 Technology Place, San Diego, California		92127
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		(858) 946-6800

Not ~~Applicable~~ ~~______________________________________________ Former name or former address, if changed since last report~~ Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ] Soliciting ~~Top~~material ofpursuant to Rule 14a-12 under the ~~Form~~Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January ~~September 12~~30, ~~2007~~2009, the Company entered into a ~~Securities~~Letter ~~Purchase~~ Agreement ~~("SPA"),~~Re: ~~dated~~an ~~for~~Omnibus Amendment ~~identification~~to ~~purposes~~Loan asDocuments of(the ~~August~~“Letter 31Agreement”), ~~2007,~~restating ~~with~~term ~~Laurus~~notes ~~Master~~in favor ~~Fund,~~of ~~Ltd.~~Valens ~~("Laurus") and related agreements~~U. ~~Pursuant~~S. toSPV ~~the SPA~~I, onLLC ~~September~~(“Valens ~~12,~~US”) ~~2007~~in ~~Laurus completed a loan to~~ the ~~Company~~amount of $73,797,500,~~000~~ evidenced by athe ~~Secured~~Second ~~Term~~Amended ~~Note ("Note")~~ and ~~was~~Restated ~~issued~~Term ~~two~~Note ~~warrants~~ (~~"Warrants") for~~ the ~~purchase~~“Second ofTerm aNote”) and ~~total~~Valens ofOffshore ~~119,000,000~~SPV ~~shares of the Company’s Common Stock. The maturity date of the loan is August 31~~II, ~~2009~~Corp. ~~Interest~~ on(“Valens ~~the~~Offshore ~~Note~~II”) isin ~~payable monthly, with interest accruing at~~ the ~~rate~~amount of ~~two percent above the prime rate, as determined from time to time, but at a rate of no less than 10.25% per annum. The~~ $~~7,500,000 loan was disbursed principally as follows:~~ 1~~) $620~~,~~000 was disbursed directly to the Company~~902, ~~2) $6~~500,~~420,600.61~~ ofevidenced ~~the~~by ~~proceeds of~~ the ~~Note~~Third ~~were~~Amended ~~funded~~ and ~~placed~~Restated inTerm aNote ~~restricted account, with~~ (the ~~disbursement~~“Third Term ~~of such funds subject to the conditions described below, 3~~Note”) ~~$194,899~~.39 ofValens ~~the~~US ~~proceeds of the Note were paid to Laurus at closing in satisfaction of outstanding interest, dividends~~ and ~~other~~Valens ~~obligations~~Offshore ~~owing~~II ~~to Laurus under other loans~~ and ~~securities~~LV ~~previously~~Administrative ~~issued~~Services toare entities ~~Laurus,~~controlled ~~and~~by 4) Laurus ~~Capital~~Master ~~Management~~Fund, ~~LLC,~~Ltd. ~~was paid a closing fee of $262,500~~("Laurus"). ~~The~~ ~~incremental~~In ~~release~~consideration of the ~~funds~~Letter ~~deposited~~Agreement ~~into~~for the ~~restricted~~new ~~account~~loan ~~will only occur pursuant~~ to ~~written operating budgets of~~ the Company toof be$2,000,000 ~~submitted~~and ~~to Laurus no less than monthly (~~the ~~"Monthly Operating Budgets")~~ $3,700,000 ~~which~~previous ~~budgets~~loans ~~shall~~incorporated ~~be,~~ in ~~form~~the Second and ~~substance~~Third ~~acceptable~~Term toNotes ~~Laurus. If~~ (the “Term ~~Monthly Operating Budgets fail to be acceptable to Laurus in form or substance~~Notes”), ~~no funds from~~ the ~~restricted~~Company ~~account~~agreed ~~shall~~to beissue ~~released~~additional towarrants ("the ~~Company.The~~ Additional Warrants") ~~have~~to anValens ~~exercise~~US ~~price of $0.01 per share~~ and aValens ~~term~~Offshore ofII ~~ten~~for ~~years. In no event may~~ the ~~Warrants~~purchase ~~be exercised in excess~~ of ~~the~~a ~~number of shares which would cause the~~ total ~~number~~ of 120,000,000 ~~issued and outstanding~~ shares of the Company’s Common Stock. ~~plus~~The ~~the~~maturity ~~number~~date of ~~shares~~the ofTerm Notes ~~Common~~is ~~Stock~~August ~~reserved~~31, ~~for~~2009. ~~issuance~~Interest ~~under~~is ~~all~~payable ~~outstanding options~~monthly, ~~warrants~~with ~~(including~~interest accruing at the ~~Warrants)~~rate ~~and~~of ~~preferred~~15% ~~stock~~per toannum ~~exceed~~and ~~the~~payable ~~number~~monthly ofin ~~the~~cash ~~Company’s~~at ~~authorized~~10% ~~shares~~per ~~of Common Stock~~annum. The ~~Company’s current authorized number of shares is 80~~new $2,000,000 ~~shares. Pursuant~~proceeds tounder the ~~SPA,~~Term ~~the~~Notes ~~Company~~were ~~agreed~~disbursed ~~that~~ on orFebruary ~~before March 5~~2, ~~2008~~2009 principally itas ~~will~~follows: ~~seek~~1) ~~and have obtained shareholder approval and will have amended its certificate of incorporation to increase its authorized Common Stock to no less than 300~~$145,000~~,000~~ ~~shares.~~was Adisbursed ~~failure~~directly to ~~increase~~ the Company’s, ~~authorized shares to at least 300~~2) $472,~~000,000~~175.55 ~~shares on or before such date will constitute an event~~ of ~~default under~~ the ~~Note.Under~~proceeds ~~the~~were ~~SPA,~~paid ~~the Company also agreed~~ to ~~pay~~LV ~~Laurus~~Administrative aServices ~~monthly~~at ~~royalty~~closing in ~~payment~~satisfaction ~~equal to (x) two percent (2.0%)~~ of ~~all~~outstanding ~~gross~~interest ~~receipts~~and ofother ~~the~~obligations ~~Company~~owing ~~arising~~to ~~from~~Laurus under ~~sales,~~other ~~licenses~~loans orand ~~royalty~~securities ~~payments~~previously ofissued ~~any~~to ~~kind~~Laurus, ~~from~~3) ~~any municipal~~$1, ~~city~~312,544.45 of ~~state or federal entity (each, a "Governmental Body") received by~~ the ~~Company~~proceeds ~~within~~were ~~the~~funded ~~previous calendar month;~~ and ~~(y)~~placed ~~twelve~~in ~~percent (12.0%) of all gross receipts of~~ the Company’s ~~arising~~restricted ~~from sales~~account, ~~licenses~~with the ordisbursement ~~royalty payments~~ of such ~~any~~funds ~~kind~~subject ~~(the~~to ~~"12% Royalty") from any entity that is not a Governmental Body received by~~ the ~~Company~~conditions ~~within~~described ~~the~~below, 4) ~~previous~~Valens ~~calendar~~Capital ~~month provided~~Management, ~~however~~LLC ~~that~~and ~~solely~~Valens ~~with~~US ~~respect~~were topaid ~~gross~~closing ~~receipts~~fees ~~arising~~amounting to ~~from~~3-1/2% ~~sales~~ of the ~~Company’s BioSentry product to any entity that is not a Governmental Body, the 12~~loan.0% ~~Royalty shall be reduced to 7%.~~In ~~connection~~accordance with ~~the~~existing ~~SPA,~~agreements ~~the~~with ~~Company and~~ Laurus, ~~also entered into an Omnibus Amendment which amended~~ the incremental ~~terms~~release of the ~~Company’s~~funds ~~Series~~deposited G,into Ithe ~~and~~restricted Jaccount ~~Convertible~~will ~~Preferred~~only occur ~~Stock~~pursuant ~~held by Laurus~~ to ~~discontinue~~written ~~all~~operating ~~monthly~~budgets ~~redemption obligations and to extend the respective redemption dates so that the full stated amount~~ of ~~such preferred stock will be redeemable, if not previously converted or redeemed, in full on August 31, 2009. The Omnibus Amendment also amended~~ the ~~Secured Revolving Note related to the~~ Company’s ~~working capital line of credit~~ to ~~extend~~be ~~its~~submitted ~~maturity date from March 27, 2008~~ to Laurus ~~August~~no ~~31,~~less ~~2009~~than ~~and~~bi-weekly ~~amended~~ (the ~~Term~~"Operating ~~Note for $750~~Budgets"),~~000~~ ~~entered~~which ~~into~~budgets inshall ~~April~~be, in ~~2007~~form toand ~~extend~~substance ~~its~~acceptable ~~maturity date~~ to ~~August 31, 2009~~Laurus. ~~Pursuant~~ toIf the ~~SPA,~~Operating ~~the~~Budgets ~~Company~~fail ~~also~~to ~~agreed~~be acceptable ~~that~~to byLaurus ~~mid-October~~in ~~2007~~form itor ~~will~~substance, ~~discontinue~~no ~~all~~funds ~~business~~from ~~operations at its Burlington Vermont location ("Burlington") and sell~~ the ~~assets~~restricted ~~associated~~account shall ~~with~~be ~~the~~released ~~Burlington business~~ to ~~one or more third parties and transfer any remaining assets to~~ the Company~~’s San Diego location~~.

Previously, Laurus issued under the same terms incorporated in these Term Notes amounts equal to $1,200,000 on November 25, 2008 and $750,000 on December 30, 2008, in addition to $1,750,000 reported earlier in the Company’s Form 10-Q for the period ended September 30, 2008. No warrants were issued under these financings.

Item 3.02 Unregistered Sales of Equity Securities.

In Onfurther ~~September~~consideration ~~12,~~of ~~2007~~the January 30, 2009 Letter Agreement and Term Notes, the Company ~~issued~~agreed ~~the~~that ~~Warrants~~it toshall, ~~Laurus~~by asno ~~described~~later inthan ~~Item~~March 1~~.01~~, ~~above~~2009, ~~which~~issue isan additional ~~incorporated~~warrant ~~herein~~to byeach ~~this~~of ~~reference. The~~Valens ~~issuance~~US ~~was~~and Valens Offshore II (each an “Additional Warrant”) to purchase (i) in arespect ~~transaction~~of ~~exempt~~Valens ~~from~~US, ~~registration~~57,600,000 ~~under~~shares of ~~Section~~the 4Common Stock of the Company, and (2ii) in respect of Valens Offshore II, 62,400,000 shares of the ~~Securities~~Common ~~Act~~Stock of ~~1933~~the Company. Each Additional Warrant shall have an exercise price of $0.01 and otherwise be in the form and substance acceptable to Valens US and Valens Offshore II in their sole discretion.

Item 5.01 Changes in Control of Registrant.

Exercise of the Additional Warrants to purchase ~~119~~120 million shares of the Company's Common Stock, as described in Item 13.0102 above and incorporated herein by this reference, would result in Laurus owning more than 50% of the Company's Common Stock. As ~~noted above~~However, the Additional Warrants, ~~may~~when ~~not~~issued, bewill ~~exercised~~have toa ~~the~~provision limiting ~~extent that~~ the exercise ~~would exceed the authorized number~~ of ~~shares of~~ the ~~Company's~~Additional ~~Common~~Warrants ~~Stock.~~so ~~The~~that ~~Company's~~at ~~current~~no ~~authorized~~time ~~number~~would ~~of shares is 80,000,000 shares, but~~ the holder ~~Company has agreed to seek~~ and ~~obtain~~its ~~shareholder~~“Affiliates” ~~approval~~(as bydefined ~~March 5, 2008 of an increase~~ in ~~its~~the ~~authorized~~Additional ~~shares~~Warrants) tobeneficially own atmore ~~least~~than ~~300 million shares~~9.99% ~~Such~~of ~~an increase in~~ the Company'’s ~~authorized shares of~~ Common Stock ~~would enable full exercise of the Warrants~~.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press release dated September 17, 2007.

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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 hereunto duly authorized.

	JMAR Technologies, Inc.
September 18, 2007	By:	/s/ C. Neil Beer
February 5, 2009	By:	/s/ C. Neil Beer
		Name: C. Neil Beer
		Title: Chief Executive Officer

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Exhibit Index

Exhibit No.		Description
99.1		Press Release dated September 17, 2007

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