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 ~~February 2~~24, ~~2009 (January 27,~~ 2009)

MODERN MEDICAL MODALITIES CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey		22-3059258
(State or other jurisdiction of		(I.R.S.Employer
incorporation or organization)		Identification Number)

439 Chestnut Street

Union, New Jersey 07083

(Address of principal executive offices, Zip code)

908-687-8840

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12).

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

o	Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e -4©)

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to MODM’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of MODM’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond MODM’s control).

Item 1.01. Entry into a Material Definitive Agreement

Asset Purchase Agreement with ~~Health Diagnostics of~~ New Jersey Imaging Partners, LInc.~~L.C.~~

On ~~January~~November 3019, 2009, Modern Medical Modalities Corporation (“MODM”), and its wholly-owned subsidiaries Union Imaging Associates, Inc. (“UIA”), Union Imaging Center, LLC (“UIC”) and PET Scan at Union Imaging, LLC (“PET”) (UIA, UIC and PET, each a “Seller Company”, collectively, the “Seller Companies”) entered into an Asset Purchase Agreement (the “Agreement”) with ~~Health~~New ~~Diagnostics~~Jersey ofImaging Partners, Inc., a New Jersey corporation (“NJIP”), Land NJIP’s parent corporation RadNet, Inc.~~L.C.~~, a ~~New~~Delaware corporation ~~Jersey~~whose common stock is publicly traded on the NASDAQ Global Market ~~limited~~under ~~liability~~the ~~company~~symbol RDNT (“HDRadNet”), pursuant to which HDNJIP agreed to purchase substantially all of the assets of Seller Companies that are used in connection with Seller Companies’ diagnostic imaging business (the “Asset Sale”), for cash consideration of $85,~~800,~~000 ~~(the “Purchase Price”) minus (a) any liabilities paid off or assumed by HD on the closing date of the Asset Sale (the “Closing Date”)~~, ~~not to exceed $1,600,~~000 inplus ~~the aggregate~~75, ~~(b) a $1,200,~~000 ~~credit~~shares ~~to HD for capital expenditures and leasehold improvements, and (c) the amount, if any, by which the Closing Date working capital~~ of ~~Seller~~restricted ~~Companies~~common ~~(the~~stock ~~“Closing Date Working Capital”) falls short~~ of ~~$525,000 in the aggregate (a “Closing Date~~ ~~Working Capital Shortfall”)~~RadNet. If the Closing Date Working Capital exceeds $525,000 then HD will pay MODM such excess amount. HD will determine the Closing Date Working Capital within 90 days of the Closing Date. MODM will have the right to dispute and propose adjustments to HD’s calculation of the Closing Date Working Capital in accordance with the procedure set forth in the Agreement.

The Agreement provides that MODM and the Seller Companies will indemnify HD NJIP against losses or damages resulting from, among other customary items, any (i) ~~any~~ breach of MODM or the Seller Companies’ representations and warranties in the Agreement, (ii) ~~any~~ breach of any covenant or obligation of MODM or ~~Seller~~the Seller Companies in the Agreement, (iii) ~~any~~ liabilities of MODM or the Seller Companies not assumed by HDNJIP pursuant to the Agreement, (iv) ~~any~~ assets of MODM or ~~Seller~~the Seller Companies not acquired by HD NJIP pursuant to the Agreement, (v) ~~any~~ claims related to the operation of the Seller Companies’ business prior to the Closing ~~Date, and (vi) any claim made by HD~~ ~~during the 12 month period following the Closing~~ Date related to the termination, loss, expiration, suspension or limitation of or amendment or other modification to any third party payor contract, to be listed on the applicable disclosure schedule of Seller Companies, resulting in a projected loss of annualized revenue related thereto in excess of $250,000 (individually or in the aggregate).

On the Closing Date, for the purpose of securing MODM and the Seller Companies’ indemnification obligations pursuant to the ~~Agreement~~ ~~and any Closing Date Working Capital Shortfall~~Agreement, HDNJIP will deposit with an an escrow agent $~~650~~300,000 of the ~~Purchase~~cash ~~Price~~portion of the purchase price (the “Escrow Amount”),. ofNot ~~which (i)~~later than 3 months after the Closing Date, $~~500~~100,000 (of the ~~“Indemnification~~ Escrow Amount”) ~~may~~will be ~~used~~released ~~by HD~~ to ~~satisfy any~~MODM, ~~indemnification~~less ~~claims~~the ~~under~~sum ~~the~~of ~~Agreement,~~any ~~and~~amounts ~~(ii)~~which ~~$150,000~~are ~~(the~~owed ~~“Working~~to ~~Capital~~or ~~Escrow~~have ~~Amount”)~~been ~~may~~retained beby ~~used~~NJIP to satisfy aany ~~Closing Date Working Capital~~indemnification ~~Shortfall~~claims. Not later than ~~six~~6 months after the Closing Date, $~~250~~100,000 of of the Escrow Amount will be released to MODM, less the sum of any amounts which are owed to or have been retained by HDNJIP to satisfy any indemnification claims. Not later than ~~twelve~~9 months after the Closing Date, the ~~remaining~~ ~~Indemnification~~ remaining Escrow Amount will be released to MODM, less the sum of any amounts which are owed to or have been retained by HDNJIP to satisfy any ~~indemnification~~ indemnification claims. HDNJIP’s indemnifiable claims will not be limited by the ~~Indemnification~~ Escrow ~~Amount. The Working Capital Escrow~~ Amount ~~will be released to MODM on the date when the parties settle the issue of whether a Closing Date Working Capital Shortfall exists~~.

AsNJIP’s obligation ofto consummate the ~~date~~ ofAsset ~~the~~Sale ~~Agreement,~~is ~~MODM~~subject ~~and~~to ~~Seller~~certain ~~Companies~~closing conditions, ~~have~~including, ~~not~~that ~~provided~~(i) HDthe ~~with~~representations and warranties of the ~~disclosure~~Company ~~schedules~~and ~~that~~the ~~they~~Seller ~~are~~Companies ~~required~~must tobe ~~provide~~true ~~under~~on the ~~Agreement. Pursuant~~ todate of the Agreement, ~~MODM~~ and on ~~Seller~~the ~~Companies~~Closing ~~will have~~Date, ~~until~~(ii) ~~February~~there 9,shall ~~2009~~be tono ~~provide~~material ~~their~~adverse ~~disclosure~~change ~~schedules~~with torespect ~~HD. HD~~to ~~will~~the ~~then~~Seller ~~have~~Companies’ abusiness ~~period~~operations ofsince ~~ten~~September ~~days~~30, in2009, ~~which~~(iii) there toshall ~~reject~~be ~~any~~no ~~of the~~action ~~disclosure~~or ~~schedules. If~~proceeding ~~MODM~~before ~~and~~any ~~Seller~~court ~~Companies~~or dogovernment ~~not provide~~authority HDseeking ~~with~~to ~~their~~prohibit ~~disclosure~~the ~~schedules~~Asset onSale, or(iv) ~~before~~there ~~February~~shall 9,be ~~2009,~~no orthird ifparty HDclaim to ~~rejects~~ownership ~~any~~ of the ~~disclosure~~assets ~~schedules~~to ~~within~~be ~~the~~acquired ~~ensuing~~by ~~ten~~NJIP, ~~day~~(v) ~~period,~~the HDCompany and the Seller ~~will~~Companies shall have ~~the~~obtained ~~right~~any third party and regulatory approvals required to ~~terminate~~consummate the ~~Agreement. In~~Asset ~~addition~~Sale, asincluding of the ~~date~~approval of the ~~Agreement,~~New ~~none~~Jersey Department of ~~the~~Health ~~exhibits~~and ~~required~~Senior byServices ~~the~~to ~~Agreement~~transfer ~~have been~~the ~~finalized~~facilities orlicenses ~~delivered. MODM,~~of the Seller Companies orto HDNJIP, ~~each~~(vi) ~~have the~~NJIP ~~right~~and ~~to terminate~~ the ~~Agreement~~professional ~~prior~~corporation operated toby the ~~Closing~~Seller ~~Date~~Companies’ ifprincipal ~~MODM~~radiologist, ~~Seller Companies~~Dr. orHoward HDKessler, M.D., asP.A. ~~the~~d/b/a/ ~~case~~Union ~~may~~Imaging beAssociates, doP.A., ~~not~~a ~~accept~~New ~~and~~Jersey ~~enter~~professional association, shall have entered into ~~any~~a ofmanagement services agreement with the ~~exhibits~~Seller Companies’ principal radiologist.

~~HD’s~~The ~~obligation~~Closing toDate ~~consummate the Asset Sale pursuant to the Agreement~~ is ~~subject~~scheduled to ~~certain closing conditions,~~occur ~~including,~~no ~~that~~later ~~(i)~~than HDJanuary ~~shall have obtained financing in amounts and on terms and conditions satisfactory for HD to consummate the Asset Sale~~29, ~~(ii)~~2010. If the ~~representations~~ ~~and warranties of MODM and Seller Companies must be true on the date of the Agreement and on the~~ Closing Date, ~~(iii)~~does ~~there~~not ~~shall~~occur ~~be no material~~on ~~adverse~~or ~~change~~prior ~~with respect~~ to ~~Seller~~that ~~Companies’~~date ~~business operations since September 30, 2008, (iv) there shall be no action~~ or ~~proceeding~~if ~~before~~ any ~~court or government authority seeking to prohibit the Asset Sale, (v) there shall be no third party claim to ownership~~ of the ~~assets~~conditions to beclosing ~~acquired~~are ~~by HD, (vi) the disclosure schedules of MODM and Seller Companies, when provided, must~~ not ~~contain~~ information that materially and negatively impacts the business operations of Seller Companies, (vii) HD shall have completed its business, financial and legal due diligence review of Seller Companies and HD shall be reasonably satisfied ~~with the results of such review, (viii) MODM and Seller~~ ~~Companies~~on ~~shall~~or ~~have~~prior ~~obtained any third party and regulatory approvals required~~ to ~~consummate~~that ~~the~~date, ~~Asset Sale~~MODM, ~~(ix) HD and~~ the ~~professional corporation operated by~~ Seller Companies’ ~~principal radiologist, Dr. Howard Kessler (the “PA”), shall have entered into a management services agreement,~~ and ~~the~~NJIP ~~existing services agreement between the PA and UIA~~ shall ~~have~~each ~~been terminated, and (x) Dr. Kessler shall~~ have ~~finalized and delivered a governance and succession plan related to~~ the ~~PA,~~right ~~reasonably~~to ~~satisfactory~~terminate tothe HDAgreement.

The ~~Closing~~Agreement ~~Date~~was isapproved ~~scheduled~~by ~~to occur~~joint onwritten orconsent ~~before~~of ~~March~~the ~~31,~~board ~~2009. If~~of ~~the~~directors ~~Closing~~of ~~Date~~MODM ~~does~~and ~~not~~the ~~occur~~holders onof ora majority ~~prior~~of tothe ~~that~~issued ~~date~~and oroutstanding ifshares ~~any~~of MODM as of ~~the~~November ~~conditions~~24, 2009. However, tosuch ~~closing~~shareholder ~~are~~approval will not ~~satisfied~~be oneffective and orthe ~~prior~~Agreement tomay ~~that~~not ~~date,~~be ~~MODM,~~consummated ~~Seller~~until ~~Companies~~MODM ~~and~~satisfies HDits ~~shall~~obligations ~~each~~under Regulation ~~have~~14C of the ~~right to~~Securities ~~terminate~~Exchange ~~the~~Act ~~Agreement~~of 1934, as amended.

The Agreement has been approved by joint written consent of the board of directors of MODM and the holders of at least a majority of the issued and outstanding shares of MODM. However, such shareholder approval will not be effective and the Agreement may not be consummated until MODM satisfies its obligations under Regulation 14C of the Securities Exchange Act of 1934, as amended.

The foregoing summary does not purport to be complete and is qualified in its entirety by the Agreement, which is attached as an exhibit to this Current Report.

Agreement for Purchase and Sale of Assets with Medical Equipment Solutions, Inc.

On February 2, 2009, MODM filed a Form 8-K reporting that on January 27, 2009, MODM entered into and consummated an Agreement for Purchase and Sale of Assets (the “Initial MES Agreement”) with Medical Equipment Solutions, Inc., a Georgia corporation (“MES”), pursuant to which MODM acquired all of MES’ interests in (i) a management contract pursuant to which MES managed and earned 5% of the collections of UIC (the “Management Contract”), (ii) a GE Millenium VG nuclear camera (the “Nuclear Camera”) previously owned by MES and used at a diagnostic imaging center operated by UIC and a joint venture controlled by MODM known as Union Imaging Associates, JV (“UIA, JV”), (iii) a rental agreement between MES and UIA, JV, pursuant to which MES leased the Nuclear Camera to UIA, JV in return for 50% of the revenues earned from studies performed using the GE Camera, net of radiologists’ fees (the “Rental Agreement”), and (iv) MES’ entire interest in a ~~joint~~ joint venture known as PET Scan at Union Imaging, LLC (the “PET JV”), which was owned equally by MODM and MES ~~and is now owned entirely by MODM~~ ((i) – (iv) collectively, the “MES Assets”). MODM acquired the MES Assets in consideration of a non-interest bearing promissory note in the principal amount of $540,000 (the “Initial MES Note”), due at the earlier of March 31, 2009 or the ~~Closing~~closing ~~Date~~date of ~~the Asset~~ ~~Sale to HD (~~the ~~“Maturity~~sale ~~Date”). In~~of ~~addition,~~substantially ~~MODM~~all ~~will (a) make weekly payments~~ of ~~$2,500~~the toSeller ~~MES~~Companies’ inassets; ~~order~~provided tothat ~~pay down a past due amount of~~if ~~$127,214.59 owed to MES under~~ the ~~Management~~Note ~~Contract,~~was ~~until~~not ~~such past due amount is~~ paid in full on or ~~until~~before ~~the~~March ~~Closing~~31, ~~Date~~2009, of the ~~Asset~~MES ~~Sale with HD, at~~Agreement ~~which~~would ~~time~~be ~~the~~null ~~entire~~and ~~unpaid~~void ~~past~~and ~~due~~ownership ~~amount~~of ~~will~~the ~~be due to~~ MES, ~~and~~Assets ~~(b) continue~~would torevert ~~accrue~~back ~~payments~~ to MES. Due ~~equal~~ to ~~5% of~~ the ~~collections~~fact ofthat ~~UIC,~~HD ~~net~~(as ~~of radiologists’~~defined ~~fees,~~under ~~and~~Item ~~50%~~1.02 ofbelow) ~~revenues~~was unable ~~earned~~to ~~from~~consummate ~~studies performed using~~ the ~~Nuclear~~ ~~Camera,~~purchase ~~net~~ of ~~radiologists’~~substantially ~~fees,~~all ~~until the earlier~~ of ~~MODM’s~~Seller ~~repayment~~Companies’ ofassets ~~the~~prior ~~Note~~to ~~in full or the Maturity Date. If the Note is not paid in full on or before~~ March 31, 2009, or at all, the MES ~~Agreement~~Assets ~~will~~reverted beback ~~null~~to MES and ~~void and ownership of~~ the Initial MES ~~Assets~~Agreement ~~will~~was ~~revert~~rendered ~~back~~null toand ~~MES~~void.

~~The~~On ~~foregoing~~November ~~summary~~16, ~~does~~2009, ~~not~~MODM ~~purport~~entered into toand beconsummated ~~complete~~a new Agreement for Purchase and isSale ~~qualified~~of Assets with MES (the “New MES Agreement”), pursuant to which MODM reacquired all of MES’ interests in the ~~its~~MES ~~entirety~~Assets. MODM byacquired the MES ~~Agreement~~Assets in consideration of a non-interest bearing promissory note in the principal amount of $670,000 (the “New MES Note”), due at the earlier of February 1, 2010 or the closing date ~~and~~Asset Sale to NJIP; provided that if the ~~attachments~~New ~~thereto~~Note is not paid in full on or before February 1, ~~which~~2010, ~~are~~the ~~attached~~New asMES anAgreement ~~exhibit~~will be null and void and ownership of the MES Assets will revert back to ~~this~~MES. The ~~Current~~New Note is ~~Report~~in satisfaction of all outstanding payment obligations of MODM to MES.

The foregoing summary does not purport to be complete and is qualified in its entirety by the New MES Agreement and the New Note, which are attached as exhibits to this Current Report.

Item 1.02 Termination of a Material Definitive Agreement

On February 2, 2009, MODM filed a Form 8-K reporting that it and the Seller Companies had entered into an asset purchase agreement with Health Diagnostics of New Jersey, L.L.C. (“HD”), pursuant to which HD agreed to purchase substantially all of the assets of Seller Companies used in connection with Seller Companies’ diagnostic imaging business, subject to a condition that HD obtain financing to consummate the transaction (the “HD Agreement”). In the event the HD Agreement failed to close on or before March 31, 2009, MODM, the Seller Companies and HD each had the right to terminate the HD Agreement at any time thereafter. As MODM reported in Part II, Item 5 of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, on August 18, 2009 MODM notified HD that MODM was terminating the HD Agreement as the final closing date specified therein had passed, and HD informed MODM that HD would be unable to close the transaction until an indeterminate date. Until MODM terminated the Asset Purchase Agreement, MODM was bound by the HD Agreement to not enter into any discussions or negotiations with another potential purchaser regarding the sale of the Seller Companies’ diagnostic imaging business. None of MODM, the Seller Companies or any of their respective affiliates had or has a material relationship with HD, other than in respect of the HD Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The disclosure under Item 1.01 above, under the heading “Agreement for Purchase and Sale of Assets with Medical Equipment Solution, Inc.” is incorporated herein under this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

~~10.1~~	~~Asset Purchase Agreement, dated as of January 30, 2009, by and among Health Diagnostics of New Jersey, L~~10.~~L.C., Modern Medical Modalities Corporation, Union Imaging Associates, Inc., Union Imaging Center, LLC and PET Scan at Union Imaging, LLC~~1	Asset Purchase Agreement, dated as of November 19, by and among New Jersey Imaging Partners, Inc., Modern Medical Modalities Corporation, Union Imaging Associates, Inc., Union Imaging Center, LLC and PET Scan at Union Imaging, LLC
~~10.2~~	~~Agreement for Purchase and Sale of Assets, dated as of January 27, 2009, by and between Modern Medical Modalities Corporation and Medical Equipment Solutions, Inc~~10.2	Agreement for Purchase and Sale of Assets, dated as of November 16, 2009, by and between Modern Medical Modalities Corporation and Medical Equipment Solutions, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Modern Medical Modalities Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MODERN MEDICAL MODALITIES CORPORATION
Date: February 2, 2009	/s/ Baruh Hayut
Date: November 24, 2009		/s/ Baruh Hayut
	~~Baruh Hayut, Chairman and Chief Executive Officer~~	Baruh Hayut, Chairman and Chief Executive Officer

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