UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): June 22, 2009AFP Imaging Corporation(Exact name of registrant as specified in its charter)

SECURITIES AND EXCHANGE COMMISSION

New York

0-10832

13-2956272

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Washington, D.C. 20549

250 Clearbrook Road Elmsford, New York		10523
(Address of principal executive offices)		(Zip Code)

~~FORM~~ 8Registrant’s telephone number, including area code: (914) 592-K6100

~~CURRENT~~ ~~REPORT~~Not Applicable(Former name or former address, if changed since last report)

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

Date of Report (Date of earliest event reported): April 19, 2007

AFP Imaging Corporation

(Exact name of registrant as specified in its charter)

New York	0-10832	13-2956272
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

250 Clearbrook Road
Elmsford, New York	10523
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (914) 592-6100

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:

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(c) under the Exchange Act (17 CFR 240.13e-4(c))

⃞ 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 1.01. Entry into a Material Definitive Agreement.

~~Reference~~ is On ~~made~~June to22, 2009, AFP Imaging Corporation (the ~~description~~“Registrant”) amended the Revolving Credit and Term Loan Agreement with ComVest Capital, LLC (“ComVest”) executed in April 2007 (the “Original Agreement”). The Original Agreement contemplated both a term loan and a revolver. The terms, conditions, representations, warranties and covenants of the ~~employment~~Amended ~~agreements~~and Restated Revolving Credit and Term Loan Agreement (the “Amended Agreement”) are substantially similar to those contained in ~~Item~~the Original Agreement, other than the exclusion in the 2 Amended Agreement of permitted revolver borrowings based upon eligible assets and the confirmation by the Registrant that existing outstanding indebtedness under the revolver is the maximum permitted.01 Pursuant to ~~below~~ the Amended Agreement, ~~which~~the term note originally issued in connection with the Original Agreement was amended to reflect a new $4,567,824.09 principal amount (the “Amended Term Note”). The interest rate of the Amended Term Note remains at 10%, the full principal is ~~incorporated~~due byJune ~~reference~~30, 2011, ~~herein~~and the Amended Term Note is no longer convertible into common stock. The revolving loan bears interest at a rate of two percent (2%) per annum plus the prime rate, the maximum borrowing is limited to $3,101,032.55, and is payable in full on April 30, 2012.

~~Item~~ 2 In addition, on June 22, 2009, ComVest loaned the Registrant an additional $1 million in the form of a Subordinated Promissory Note.~~01.~~ This ~~Completion~~new note bears interest at a rate of 11% per annum and provides for repayment in 12 monthly installments of $27,500 ~~Acquisition~~beginning orJuly ~~Disposition~~1, 2010, with a final balloon payment of ~~Assets~~all remaining amounts due thereunder on June 30, 2011, of $670,000.

On ~~April 19,~~ As ~~2007~~part of the transaction, the Registrant, granted ~~through~~warrants ato ~~wholly-owned~~several ~~subsidiary~~entities, ~~consummated the acquisition~~each ofexercisable ~~Quantitative~~for ~~Radiology~~a ~~srl,~~period anof five ~~Italian corporation~~ (~~“QR”~~5) years. First, ~~by acquiring~~the ~~all~~Registrant ofgranted ~~the~~to ~~outstanding~~ComVest ~~share~~an ~~capital~~aggregate of 19,282,200 QRwarrants ~~from~~to purchase shares of the ~~shareholders~~Registrant’s common stock, ~~thereof.~~ par ~~The~~value ~~consideration~~$.01 ~~for~~per ~~the~~share ~~acquisition~~(“Common ~~was~~Stock”) at an ~~aggregate~~exercise price of ~~€13 million,~~$.01 ~~€12~~ per ~~million~~share. The of800,000 ~~which~~warrants ~~was~~previously ~~paid~~issued atto ~~closing~~ComVest ~~and~~in ~~the~~April 2007 ~~remaining~~were €1cancelled. Next, ~~million~~the ofRegistrant ~~which had~~granted ~~previously~~to ~~been~~Snow ~~paid~~Becker toKrauss P.C. ~~the~~(“SBK”) ~~shareholders~~an aggregate of QR500,000 aswarrants ato ~~down~~purchase ~~payment~~shares ~~upon~~ of the ~~execution~~ Common ~~and~~Stock ~~delivery~~at ofan ~~the~~exercise ~~definitive~~price ~~acquisition~~of ~~agreement~~$.01 ~~Funding~~per ~~for~~share. SBK agreed to waive ~~the acquisition~~ a ~~was~~portion ~~principally~~of ~~derived~~its ~~from~~legal ~~two~~fees ~~sources,~~in ~~the~~exchange ~~first~~for ofthese ~~which~~warrants. Finally, ~~was~~ the ~~proceeds~~ ~~raised~~Registrant ~~from~~granted ato ~~private~~Robert ~~offering~~Blatt ofan ~~the~~aggregate ~~Registrant’s~~of ~~common~~26,000 ~~stock to~~warrants ~~equity~~ to ~~investors~~purchase ~~and~~shares ~~the~~of ~~second~~Common ofStock ~~which~~at ~~was~~an ~~the~~exercise ~~loan~~price ~~proceeds~~of ~~from~~$.01 ~~ComVest~~per ~~Capital,~~ share. Mr. ~~LLC~~Blatt inagreed ~~connection~~to ~~with~~waive a ~~term~~portion ~~loan~~of ~~and~~his ~~revolving~~normal ~~credit~~consulting ~~facility~~ fees in exchange for these warrants.

~~The~~ ~~QR shareholders~~ In ~~from~~connection ~~whom~~with the ~~Registrant acquired QR consist of Gianmaria Tommasi~~transaction, on ~~QR’s~~ June ~~president~~22, ~~Mara Tacconi~~2009, ~~Attilio~~the ~~Tacconi,~~Registrant ~~Pierluigi~~entered ~~Mozzo~~into ~~and~~a ~~NIM~~Stock ~~srl.~~Purchase Agreement ~~No material~~ with ~~relationship~~BioWave ~~exists~~Innovations, ~~among~~LLC ~~any~~(the ~~such~~“Stock ~~person~~Purchase orAgreement”), ~~entity~~pursuant to which BioWave purchased and the Registrant ~~other~~ ~~than~~sold in578,466 ~~connection~~shares ~~with~~of the Registrant’s ~~acquisition~~newly-issued ofSeries ~~QR,~~A ~~except~~Convertible ~~that~~Preferred ~~the~~Stock ~~Registrant~~in ~~currently~~ exchange for $500,000, ~~through~~effectively ~~its~~transferring ~~Dent-X~~control ~~division,~~of ~~acts~~the Registrant to BioWave, as ~~QR’s~~described ~~exclusive~~in ~~distributor~~greater detail in Item 5.01 ~~North~~ below. Prior ~~and~~to ~~South~~entering ~~America~~into the Stock Purchase Agreement, ~~excluding~~the Registrant ~~Brazil.~~amended ~~The~~its ~~basis~~Certificate ~~for~~of ~~determining~~Incorporation ~~the~~to create a new ~~purchase~~ class ~~price~~of ~~was~~Series ~~arms-length~~A ~~negotiation~~Convertible ~~among~~Preferred ~~the~~Stock, ~~parties~~as ~~with~~described ~~the~~in ~~assistance~~greater of detail anin ~~investment~~Item ~~banker~~5.02 below.

In ~~connection~~ Item ~~with the acquisition, on April 19, 2007, the Registrant, through its wholly-owned subsidiary, entered into employment agreements with each of Mr~~3. ~~Tommasi, Ms~~02. Unregistered ~~Tacconi, Mr. Tacconi and Mr. Mozzo, each for a term of five~~Sales ~~years, with annual salaries equal to €140,000 for Messrs. Tommasi, Tacconi and Mozzo and €80,000 for Ms. Tacconi. Each employment arrangement is terminable at the option~~ of ~~the~~Equity Registrant after the first anniversary of the date of employment, in which event any employee so terminated would be entitled to one-half of the stated salary for the remaining termSecurities. ~~Each agreement contains a non-compete~~ clause which prohibits the employee from engaging in activities competitive with the business of QR for a period of five years from the date of termination of employment.

QR is On aJune 22, 2009, the Registrant completed ~~global~~ the ~~supplier~~sale of ~~state-~~an aggregate of~~-the-art~~ 578,466 ~~in-office~~shares 3Dof ~~dental~~its ~~computed~~authorized, ~~tomography~~newly ~~(CT).~~ issued QRSeries ~~uses~~A Convertible Preferred Stock to BioWave, for an ~~imaging~~aggregate consideration ~~technology~~of ~~that~~$500,000. Each ~~features~~preferred ashare ~~cone~~is ~~shaped~~convertible ~~beam~~into (a100 shares ~~CBCT~~of Common Stock and entitles the holder to cash dividends paid ~~scanner)~~ quarterly at the rate of ~~x-rays~~10% per annum, subject to any limitations imposed under any outstanding loan agreements. The Series A Convertable Preferred Stock was issued and sold pursuant to the exemption from registration afforded by Regulation D of the Securities Act of 1933, as amended.

~~Item~~ 9 The disclosure contained in Item 1.01~~.Financial~~ of ~~Statements~~ this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 3.02.

~~(a)~~ Item ~~FinancialStatements~~5.01 Changes in Control of ~~Businesses Acquired~~Registrant.

~~Financial~~ ~~Statements~~ On June 22, 2009, BioWave acquired control of ~~Quantitative~~the ~~Radiology~~Registrant ~~srl~~through ~~will~~the bepurchase ~~filed~~of ~~pursuant~~578,466 toshares anof ~~amendment~~the to Registrant’s ~~this~~Series ~~Report~~A ~~within~~Convertible 71Preferred ~~calendar~~Stock ~~days~~in ~~after~~exchange for $500,000. As each share of the ~~date~~Series ~~that~~A ~~this~~Convertible ~~Report~~Preferred Stock is ~~required~~ convertible into 100 shares of Common Stock, after consummation of the transaction, BioWave effectively owns approximately 60% of the Common Stock on an as-converted basis, assuming all existing warrants are exercised (or approximately 75% of the Common Stock prior to bethe exercise ~~filed~~of such warrants).

~~(b)~~ The ~~Pro~~disclosure ~~Forma~~contained ~~Financial~~in ~~Information~~Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

~~Pro~~ ~~Form financial~~ Item ~~information~~5.02 Departure of Directors ~~Quantitative~~or ~~Radiology~~Certain ~~srl~~Officers; ~~will~~Election beof ~~filed~~Directors; ~~pursuant to~~Appointment anof ~~amendment~~ Certain toOfficers; ~~this~~Compensatory ~~Report~~Arrangements ~~within~~of 71Certain ~~calendar days after the date that this Report is required to be filed~~Officers.

~~(c)~~ On ~~Exhibits~~June 22, 2009, Jack Becker and Robert Blatt resigned from the Registrant's Board of Directors. David Vozick resigned as Chairman of the Board and was appointed Chief Executive Officer of the Registrant. David Vozick and Donald Rabinovitch remain on the Board of Directors. On June 22, 2009, the Registrant appointed R. Scott Jones and Gary Jaggard to the Board of Directors and Mr. Jones was appointed as the Chairman of the Board of Directors. Mr. Jones is the Managing Director of BioWave and Mr. Jaggard is a Managing Director of ComVest. Mr. Jones received his B.S. in Biochemistry and Biophysics from the State University of New York in 1980 and his M.S. in Biomedical Engineering in 1984 from Pennsylvania State University. Most recently, he served as the President and Chief Executive Officer of Cantel Medical Corporation from 2006 to 2008. Prior to holding that office, he was the President and Chief Executive Officer of Symphony Health Services, Inc. From 2001 to 2003, he was the President and Chief Executive Officer of Accentia, Inc. Mr. Jones has also served on the boards of directors for various companies, including American Radiology Services, Inc. from 2002 to 2008, MD-Exchange, LLC from 2001 to 2006, and Tech-Health, Inc. from 2000 to 2002.

Exhibit No.		Description
99.1		Press Release issued by AFP Imaging Corporation on April 23, 2007

Prior to joining ComVest in 2007, Mr. Jaggard served as President of Presidential Financial's Florida region where he was responsible for marketing, business origination, portfolio management, and operations. His prior positions include Senior Vice President of Consumer Lending for Southeast Bank, Senior Vice President with GE Capital Business Credit, and various positions at Merrill Lynch Business Financial, U.S. Bank, and National Bank of Canada. Mr. Jaggard has developed his expertise as an asset based, leasing, commercial, and consumer manager and lender, having rebuilt various loan portfolios ranging from start ups to a $2 billion loan portfolio. He is also a Certified Financial Manager and a Registered Investment Advisor, and received his MBA from Nova Southeastern University.

On June 22, 2009, the Registrant entered into employment contracts with Mr. Vozick, Mr. Rabinovitch, and Ms. Nissen, the Registrant’s Chief Financial Officer, each with a term of eighteen months and, each with an annual salary of $150,000. These contracts include usual and customary terms and conditions, including a six-month non-compete clause for the Chief Executive Officer and the President, clauses for termination with and without cause, reimbursement for use of a company car, life insurance, and standard company employee benefits. In the event any of the three employees is terminated without cause, the employee would be entitled to be paid severance, which includes salary, benefits and automobile lease payments, through the termination date of the employment contract. If the employee is terminated with cause, the employee would only be able to receive compensation that had been earned as of the employee’s termination date. The non-compete provision contained in the Chief Executive Officer and President’s employment contracts prohibits each of the Chief Executive Officer and the President from engaging in any businesses with revenues in excess of $1,000,000 in competition with the Company, including products for human application intra-oral or two dimensional panoramic dental x-ray sources, intra-oral, digital x-ray sensors, and human application dental x-ray systems utilizing the Registrant’s cone beam scanning technology, for a period of six months after the termination of the employment contract. Each employment contract contains standard indemnification language which indemnifies each employee against any suit by reason of that fact that the employee was a director, officer or senior-level-employee of the Company.

The Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 22, 2009, the Registrant adopted an amendment to the Registrant’s Certificate of Incorporation (the “Amendment”). The Amendment had previously been authorized by the Board of Directors of the Registrant on June 8, 2009. The Amendment authorized the creation of a series of preferred stock of the Registrant’s authorized and unissued preferred stock, consisting of 578,466 shares, to be known as “Series A Convertible Preferred 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.

		AFP IMAGING CORPORATION	~~AFP IMAGING CORPORATION~~
		(Registrant)	~~(Registrant)~~
Date: April 25, 2007	By:		/s/ Elise Nissen
Date:	June 24, 2009	By:		/s/ Elise Nissen
			~~Elise Nissen~~	Elise Nissen
			~~Chief Financial Officer~~	Chief Financial Officer

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