CURRENT REPORT ON FORM 8-K

UNITED 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): ~~November~~March 2527, ~~2008~~2009

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)


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

Not 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))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~January~~ 30March 29, 2009, the Company ~~entered~~reported ~~into~~that ait ~~Letter~~received ~~Agreement~~a ~~Re:~~notice ~~an Omnibus Amendment to Loan Documents (the “Letter Agreement”), restating term notes in favor~~ of ~~Valens~~default ~~U.S.~~from ~~SPV I, LLC (“Valens US”) in the amount of $3,797,500,~~LV ~~evidenced~~Administrative byServices ~~the~~as ~~Second~~administrative ~~Amended~~ and ~~Restated~~collateral ~~Term~~agent ~~Note~~for ~~(the~~Laurus ~~“Second Term Note”)~~Master ~~and Valens Offshore SPV II~~Fund, ~~Corp.~~Ltd (~~“Valens Offshore II”)~~ in ~~the amount of $1,902,500, evidenced by the Third Amended and Restated Term Note (the “Third Term Note”~~liquidation). ~~Valens US~~ and ~~Valens~~other ~~Offshore~~affiliates IIof ~~and LV Administrative Services are entities controlled by~~ Laurus ~~Master Fund, Ltd.~~ (~~"Laurus"). In consideration of the Letter Agreement for the new loan to the Company of $2,000,000 and the $3,700,000 previous loans incorporated in the Second and Third Term Notes (the~~ “~~Term Notes~~Laurus”), ~~the Company agreed to issue additional warrants ("the Additional~~with ~~Warrants")~~respect to ~~Valens~~its USSecured ~~and~~Non-convertible ~~Valens~~Revolving ~~Offshore II for the purchase of a total of 120~~note,~~000,000~~ ~~shares~~dated ofas ~~the Company’s Common Stock. The maturity date~~ of ~~the~~March ~~Term Notes is August 31~~24, ~~2009. Interest is payable monthly, with interest accruing at~~ ~~the~~2006 ~~rate~~issued ofby ~~15% per annum and payable monthly in cash at 10% per annum. The new $2,000,000 proceeds under~~ the ~~Term Notes were disbursed on February 2, 2009 principally as follows: 1) $145,000 was disbursed directly to the~~ Company, ~~2) $472,175.55~~and ofwith ~~the~~respect ~~proceeds were paid~~ to ~~LV Administrative Services at closing in satisfaction of outstanding interest and~~ other obligations ~~owing to Laurus under other loans and securities previously issued to Laurus, 3) $1,312,544.45~~ of the ~~proceeds were funded and placed in the~~ Company~~’s restricted account, with~~ ~~the disbursement of such funds subject~~ to ~~the conditions described below, 4) Valens Capital Management, LLC and Valens US were paid closing fees amounting to 3-1/2% of the loan~~Laurus. A Incopy ~~accordance with existing agreements with Laurus, the incremental release~~ of the ~~funds~~notice ~~deposited into the restricted account will only occur pursuant to written operating budgets~~ of ~~the~~default ~~Company~~is toattached behereto ~~submitted to~~as ~~Laurus~~Exhibit no99.1 ~~less~~and ~~than~~is ~~bi-weekly~~incorporated ~~(the "Operating Budgets"), which budgets shall be,~~ in ~~form~~this ~~and~~Item ~~substance~~8.01 ~~acceptable~~by ~~to Laurus~~reference. IfThe ~~the~~Company ~~Operating Budgets fail to be~~is ~~acceptable~~consulting towith ~~Laurus~~its inoutside ~~form~~legal orcounsel ~~substance,~~and nofinancial ~~funds~~advisers ~~from~~regarding ~~the restricted account~~its ~~shall~~response ~~be released~~ to ~~the~~this ~~Company~~notice.

~~Previously,~~On March ~~Laurus~~30, ~~issued~~2009 ~~under~~ the ~~same~~Company’s ~~terms~~Board ~~incorporated~~of inDirectors ~~these~~accepted ~~Term~~the ~~Notes~~resignation ~~amounts equal~~of toCharles $1A. Dickinson,~~200,000~~ onChairman ~~November~~of ~~25,~~the ~~2008 and $750~~Board,~~000~~ onas ~~December~~tendered 30March 22, ~~2008~~2009, ~~in addition~~and toelected $1James B. McCarthy,~~750,000~~ ~~reported~~presently ~~earlier~~serving inas ~~the~~a ~~Company’s~~member ~~Form~~of ~~10-Q for~~ the ~~period~~ ~~ended September 30~~Board, ~~2008.~~as Nothe ~~warrants were issued under these~~new ~~financings~~Chairman.

Item 39.0201 ~~Unregistered~~Financial ~~Sales~~Statements ofand ~~Equity Securities~~Exhibits.

In further consideration of the January 30, 2009 Letter Agreement and Term Notes, the Company agreed that it shall, by no later than March 1, 2009, issue an additional warrant to each of Valens US and Valens Offshore II (~~each an “Additional Warrant”~~d) to purchase (i) in respect of Valens US, 57,600,000 shares of the Common Stock of the Company, and (ii) in respect of Valens Offshore II, 62,400,000 shares of the Common Stock of 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.Exhibits

Item 5.01 Changes in Control of Registrant.


Exhibit		Description of Document
99.1		Copy of the Notice of Default from LV Administrative Services, as Agent.

Exercise of the Additional Warrants to purchase 120 million shares of the Company's Common Stock, as described in Item 3.02 above and incorporated herein by this reference, would result in Laurus owning more than 50% of the Company's Common Stock. However, the Additional Warrants, when issued, will have a provision limiting the exercise of the Additional Warrants so that at no time would the holder and its “Affiliates” (as defined in the Additional Warrants) beneficially own more than 9.99% of the Company’s Common Stock.

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.
February 5, 2009	By:	/s/ C. Neil Beer
April 2, 2009	By:	/s/ C. Neil Beer
		Name: C. Neil Beer
		Title: Chief Executive Officer

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