As filed with the Securities and Exchange Commission on February [__], 2006
                                                   Registration No. 333-________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ---------------------------------------
                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                    ---------------------------------------

                             DYNATRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

                  Utah                                      87-0398434
     (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                   Identification Number)

                             7030 Park Centre Drive
                           Salt Lake City, Utah 84121
               (Address of principal executive offices) (Zip Code)


                    ---------------------------------------

            Dynatronics Corporation 2005 Equity Incentive Award Plan
                            (Full title of the Plans)


                    ---------------------------------------

            Kelvyn H. Cullimore, Jr.                       Copies to:
     President and Chief Executive Officer             Wayne D. Swan, Esq.
            DYNATRONICS CORPORATION               Durham Jones & Pinegar, P.C.
             7030 Park Centre Drive               111 East Broadway, Suite 900
           Salt Lake City, Utah 84121               Salt Lake City, UT 84111
                 (801) 568-7000                          (801) 415-3000
(Name, address, including zip code, and telephone number,
        including area code, of agent for service)



                    ---------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

=====================================================================================================================
                                        Amount          Proposed Maximum     Proposed Maximum        Amount of
      Title of Securities                to be           Offering Price     Aggregate Offering      Registration
        to be Registered             Registered(1)        Per Share(2)            Price                 Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                       <C>              <C>                     <C>
Common Stock, without par value     402,413 shares            $1.54            $619,716.02             66.31
=====================================================================================================================
</TABLE>


(1)      Represents  shares  issuable  under the  Dynatronics  Corporation  2005
         Equity  Incentive  Award Plan. This  Registration  Statement shall also
         cover  any  additional  shares of Common  Stock  attributable  to these
         registered   shares  which  become   issuable  under  the   Dynatronics
         Corporation  2005  Equity  Incentive  Award Plan by reason of any stock
         dividend,  stock split,  recapitalization  or other similar transaction
         effected  without  the  Registrant's  receipt  of  consideration  which
         results in an increase in the number of the  outstanding  shares of the
         Registrant's Common Stock.

(2)      Calculated  solely for purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h) of the Securities  Act of 1933, as amended,  on
         the basis of the average of the high  ($1.62)  and low ($1.45)  selling
         prices per share of the Registrant's Common Stock on February 13, 2006,
         as reported on the Nasdaq Small Cap Market, or $1.54.



<PAGE>
                                     PART I

Item 1.  Plan Information

         Not filed as part of this Registration  Statement  pursuant to the Note
to Part 1 of Form S-8. The documents  containing  the  information  specified in
this item have been or will be sent or given to  employees  as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information

         Not filed as part of this Registration  Statement  pursuant to the Note
to Part 1 of Form S-8. The documents  containing  the  information  specified in
this item have been or will be sent or given to  employees  as specified by Rule
428(b)(1) of the Securities Act.

                                     PART II

Item 3.  Incorporation of Documents by Reference

         Dynatronics  Corporation  (the  "Company" or the  "Registrant")  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents filed with the Securities and Exchange Commission (the "Commission"):

         A.   The  Company's  annual  report  on  Form  10-KSB  filed  with  the
              Commission on September 28, 2005 for the year ended June 30, 2005;

         B.   The  Company's  quarterly  report on Form  10-QSB  filed  with the
              Commission  on November 14, 2005 for the quarter  ended  September
              30, 2005;

         C.   The  Company's  quarterly  report on Form  10-QSB  filed  with the
              Commission  on  February 13, 2006 for the quarter  ended  December
              31, 2005;

         D.   The Company's current report on Form 8-K filed with the Commission
              on November 29, 2005; and

         E.   The  description  of the  Company's  common  stock  contained in a
              registration  statement filed with the Commission under Section 12
              of the  Exchange  Act under such Act  including  any  amendment or
              report filed for the purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold are incorporated by reference in this  Registration  Statement
(other  than  information  furnished  under  either  2.02 or 7.01 of any current
report  on Form  8-K)  and are a part  hereof  from  the  date  of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers

         Section  16-10a-841 of the Utah Revised  Business  Corporation Act (the
"UBCA") allows a Utah corporation to provide in its articles of incorporation or
by shareholder  resolution or in its bylaws for the elimination or limitation of
personal  liability of a director to the corporation or to its  shareholders for
monetary damages for any action or omission, as a director, except (i) liability
for a financial  benefit  received  by a director to which he was not  entitled,
(ii)  intentional  infliction of harm on the  corporation  or the  shareholders,
(iii) an unlawful  distribution  to  shareholders  in violation of the UBCA, and
(iv) intentional violation of criminal law.

         Section  16-10a-902 of the UBCA provides  that a Utah  corporation  may
indemnify any  individual  made a party to a proceeding  because he or she is or
was a  director,  against  liability  incurred  in the  proceeding,  if: (a) the
director's conduct was in good faith, (b) the director  reasonably believed that
his or her conduct was in, or not opposed to, the corporation's  best interests;
and (c) in the case of any criminal  proceeding,  the director had no reasonable
cause  to  believe  such  conduct  was  unlawful;   provided,  however,  that  a
corporation  may not  indemnify  a  director  under  Section  16-10a-902  if the
director was adjudged liable to the corporation in proceeding by or in the right
of the corporation or adjudged liable for deriving an improper personal benefit.
All indemnification is limited to reasonable expenses only.

         Section  16-10a-903 of the UBCA provides  that,  unless  limited by its
articles of incorporation, a Utah corporation shall indemnify a director who was
successful,  on the merits or otherwise, in the defense of any proceeding, or in
the  defense  of any  claim,  issue or  matter in the  proceeding,  to which the
director was a party because he or she is or was a director of the  corporation,
against reasonable  expenses incurred in connection with the proceeding or claim
with respect to which the director has been successful.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905 of the UBCA provides  that,  unless  otherwise  limited by a
corporation's   articles   of   incorporation,   a   director   may   apply  for
indemnification  to the court  conducting  the proceeding or to another court of
competent jurisdiction.

         Under Section 16-10a-904 of the UBCA, a Utah corporation may pay for or
reimburse  the  reasonable  expenses  incurred by a director in advance of final
disposition  of the  proceeding  if the director  furnishes  the  corporation  a
written  affirmation  of his or her good faith  belief that the director has met
the applicable standard of conduct,  provides a written  undertaking  personally
binding the director to pay the advance if it is ultimately  determined  that he
or she did not meet the standard of conduct,  and a  determination  is made that
the  facts  then  known  to those  making a  determination  would  not  preclude
indemnification.  The  director's  undertaking  need not be  secured  and may be
accepted  without  reference to  financial  ability to make  repayment.  Section
16-10a-906    prohibits   a   corporation   from   making   any    discretionary
indemnification, payment or reimbursement of expenses unless a determination has
been made that the director has met the applicable standard of conduct.

         The determination  required under Sections 16-10a-904 and 16-10a-906 of
the UBCA  must be made as  follows:  (1) by a  majority  vote of a quorum of the
board of directors who are not parties to the proceeding; (2) if a quorum cannot
be obtained as  contemplated by (1), above, by a majority vote of a committee of
two or more  members  of the  board  of  directors  who are not  parties  to the
proceeding  and are  designated by the board of directors;  (3) by special legal
counsel selected by a quorum of the board of directors or its committee composed
of persons  determined in the manner  prescribed in (1) or (2),  above,  or if a
disinterested  quorum of the board of directors  or  committee is not  possible,
then  selected by a majority  vote of the full board of  directors,  or (4) by a
majority of the shareholders entitled to vote by person or proxy at a meeting.

         Section  16-10a-907 of the UBCA provides that,  unless a  corporation's
articles of incorporation  provide otherwise,  (i) an officer of the corporation
is entitled to mandatory  indemnification  under  Section 903 and is entitled to
apply for court-ordered  indemnification  under Section 905, in each case to the
same extent as a director, (ii) a corporation may indemnify and advance expenses
to an  officer,  employee,  fiduciary  or agent of the  corporation  to the same
extent as a director,  and (iii) a  corporation  may also  indemnify and advance
expenses to an officer, employee,  fiduciary or agent who is not a director to a
greater extent, if not inconsistent  with public policy,  and if provided for by
its articles of incorporation,  bylaws,  general or specific action of its board
of directors or contract.

                                       3
<PAGE>

         Section 16-10a-908 of the UBCA provides that a corporation may purchase
and maintain liability insurance on behalf of a person who is or was a director,
officer, employee,  fiduciary, or agent of the corporation or who, while serving
as a director, officer, employee,  fiduciary, or agent of the corporation, is or
was serving at the request of the corporation as a director,  officer,  partner,
trustee,   employee,   fiduciary,  or  agent  of  another  foreign  or  domestic
corporation or other person,  or of an employee  benefit plan against  liability
asserted  against or incurred by the individual in that capacity or arising from
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against the same  liability  under Sections 902, 903 or 907
of the UBCA.

         Section  16-10a-909 of the UBCA  provides  that a provision  treating a
corporation's  indemnification  of or advance for expenses to, directors that is
contained in its articles of  incorporation  or bylaws,  in a resolution  of its
stockholders  or board of  directors  or in a  contract,  (except  an  insurance
policy),  or otherwise,  is valid only if and to the extent the provision is not
inconsistent  with  Sections 901 through 909 of the Revised Act. If the articles
of   incorporation   limit   indemnification   or   advancement   of   expenses,
indemnification  and  advancement  of expenses  are valid only to the extent not
inconsistent with the articles.

         The Company's Articles of Incorporation,  as amended,  provide that the
personal liability of a Director to the Company or its shareholders for monetary
damages for breach of fiduciary duty is limited to the fullest extent  permitted
by Section  16-10-49.1 of the Utah Business  Corporation Act, as the same may be
amended  from time to time.  In the event such Section is amended to decrease or
limit in any manner the protection or rights  currently  available to Directors,
such amendment  shall not be  retroactively  applied in determining the personal
liability of a Director pursuant to Company's Articles of Incorporation prior to
the enactment of such amendment.

         The foregoing  description is necessarily general and does not describe
all details regarding the indemnification of officers,  directors or controlling
persons of the Company.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following is a list of exhibits filed as part of this  Registration
Statement, which are incorporated herein:

Exhibit Number             Exhibit
--------------             -------

      4.1(1)      Dynatronics Corporation 2005 Equity Incentive Award Plan

      5.1         Opinion and Consent of Durham, Jones & Pinegar, P.C. as to the
                  legality of the issuance of Common Stock offered hereby

      23.1        Consent of Tanner LC, Independent Registered Public Accounting
                  Firm.

      23.2        Consent of Durham, Jones & Pinegar,  P.C. (included in Exhibit
                  5.1).

      24.1        Power of Attorney  (included  in the  signature  pages to this
                  Registration Statement).

      (1)     Incorporated herein by reference to the Company's Definitive Proxy
              Statement  on  Schedule  14A (File No.  000-12697)  filed with the
              Securities and Exchange Commission on October 27, 2005.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)    To file,  during  any  period in which  offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement:

                     (i)      To  include  any  prospectus  required  by Section
                              10(a)(3) of the Securities Act of 1933, as amended
                              (the "Act");


                                       4
<PAGE>
                     (ii)     To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date  of  this
                              Registration   Statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the Registration  Statement.  Notwithstanding  the
                              foregoing,  any  increase or decrease in volume of
                              securities  offered (if the total  dollar value of
                              securities offered would not exceed that which was
                              registered) and any deviation from the low or high
                              end of the estimated maximum offering range may be
                              reflected in the form of prospectus filed with the
                              Commission pursuant to Rule 424(b)  (ss.230.424(b)
                              of this chapter) if, in the aggregate, the changes
                              in volume and price  represent  no more than a 20%
                              change in the maximum aggregate offering price set
                              forth in the  "Calculation  of  Registration  Fee"
                              table in the effective registration statement;

                     (iii)    To include any material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  Registration  Statement  or any
                              material   change  to  such   information  in  the
                              Registration Statement;

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to  information  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

              (2)    That,  for the purpose of determining  any liability  under
                     the Act, each such post-effective amendment shall be deemed
                     to  be  a  new  registration   statement  relating  to  the
                     securities  offered  therein,  and  the  offering  of  such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

              (3)    To remove from  registration  by means of a  post-effective
                     amendment  any of the  securities  being  registered  which
                     remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining  any  liability  under  the Act,  each  filing  of the
              Registrant's  annual  report  pursuant to section 13(a) or section
              15(d) of the Exchange Act (and, where  applicable,  each filing of
              an employee benefit plan's annual report pursuant to section 15(d)
              of the  Exchange  Act) that is  incorporated  by reference in this
              Registration  Statement  shall be deemed to be a new  registration
              statement  relating  to the  securities  offered  herein,  and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         (c)  Insofar as indemnification  for liabilities  arising under the Act
              may be permitted to directors, officers and controlling persons of
              the Registrant pursuant to the foregoing provisions, or otherwise,
              the  Registrant  has  been  advised  that  in the  opinion  of the
              Securities and Exchange Commission such indemnification is against
              public  policy  as  expressed  in  the  Act  and  is,   therefore,
              unenforceable.  In the  event  that a  claim  for  indemnification
              against such liabilities (other than the payment by the Registrant
              of expenses incurred or paid by a director, officer or controlling
              person of the Registrant in the successful  defense of any action,
              suit or  proceeding)  is  asserted  by such  director,  officer or
              controlling   person  in  connection  with  the  securities  being
              registered,  the  Registrant  will,  unless in the  opinion of its
              counsel  the matter has been  settled  by  controlling  precedent,
              submit to a court of appropriate jurisdiction the question whether
              such  indemnification  by it is against public policy as expressed
              in the Act and will be governed by the final  adjudication of such
              issue.

                                       5
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in Salt Lake City, State of Utah on this 15th day of February,
2006.

                                      DYNATRONICS CORPORATION

                                      By:  /s/ KELVYN H. CULLIMORE, JR.
                                           ----------------------------
                                           Kelvyn H. Cullimore, Jr.
                                           Chairman of the Board, President and
                                           Chief Executive Officer


                                POWER OF ATTORNEY
                                -----------------


KNOW ALL PERSONS BY THESE PRESENTS:

         Each person whose  signature  appears below does hereby  constitute and
appoint Kelvyn H. Cullimore,  Jr. and Terry M. Atkinson,  and each of them, with
full power of substitution and full power to act without the other, his true and
lawful  attorney-in-fact and agents to act for him in his name, place and stead,
in any and all capacities,  to sign a registration statement on Form S-8 and any
or all amendments  thereto  (including  without  limitation  any  post-effective
amendments thereto),  and any registration  statement for the same offering that
is to be effective  under Rule 462(b) of the Securities Act, and to file each of
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could do in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>

Signature                                                       Title                                  Date
---------                                                       -----                                  ----
<S>                                         <C>                                              <C>
   /s/ KELVYN H. CULLIMORE, JR.             Chairman of the Board, President and Chief       February 15, 2006
-------------------------------             Executive Officer (Principal Executive Officer)
      Kelvyn H. Cullimore, Jr.

   /s/ TERRY M. ATKINSON                    Chief Financial Officer (Principal Financial     February 15, 2006
-------------------------------             and Accounting Officer)
      Terry M. Atkinson

   /s/ LARRY K. BEARDALL                    Executive Vice President and Director            February 15, 2006
-------------------------------
      Larry K. Beardall

   /s/ HOWARD L. EDWARDS                    Director                                         February 15, 2006
-------------------------------
      Howard L. Edwards

   /s/ VAL J. CHRISTENSEN                   Director                                         February 15, 2006
-------------------------------
      Val J. Christensen

   /s/ JOSEPH H. BARTON                     Director                                         February 15, 2006
-------------------------------
      Joseph H. Barton

-------------------------------             Director
      E. Keith Hansen, M.D.
</TABLE>




                                       6
<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Exhibit
--------------             -------

      4.1(1)      Dynatronics Corporation 2005 Equity Incentive Award Plan

      5.1         Opinion and Consent of Durham, Jones & Pinegar, P.C. as to the
                  legality of the issuance of Common Stock offered hereby

      23.1        Consent of Tanner LC, Independent Registered Public Accounting
                  Firm.

      23.2        Consent of Durham, Jones & Pinegar,  P.C. (included in Exhibit
                  5.1).

      24.1        Power of Attorney  (included  in the  signature  pages to this
                  Registration Statement).

      (1)     Incorporated herein by reference to the Company's Definitive Proxy
              Statement  on  Schedule  14A (File No.  000-12697)  filed with the
              Securities and Exchange Commission on October 27, 2005.





                                       7
[{"type": "S-8", "sequence": "1", "filename": "dynatronicss-8.txt", "secsgml_size_bytes": 27134}]
{"company-data": {"conformed-name": "DYNATRONICS CORP", "cik": "0000720875", "assigned-sic": "3845", "irs-number": "870398434", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131887", "film-number": "06623694"}, "business-address": {"street1": "7030 PARK CENTRE DRIVE", "street2": "BLDG D", "city": "SALT LAKE CITY", "state": "UT", "zip": "84121", "phone": "8014854739"}, "mail-address": {"street1": "7030 PARK CENTER DR", "city": "SALT LAKE CITY", "state": "UT", "zip": "84121"}, "former-company": {"former-conformed-name": "DYNATRONICS LASER CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February [__], 2006
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                    ---------------------------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                    ---------------------------------------

                             DYNATRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

                  Utah                                      87-0398434
     (State or Other Jurisdiction of                     (I.R.S. Employer
     Incorporation or Organization)                   Identification Number)

                             7030 Park Centre Drive
                           Salt Lake City, Utah 84121
               (Address of principal executive offices) (Zip Code)

                    ---------------------------------------

            Dynatronics Corporation 2005 Equity Incentive Award Plan
                            (Full title of the Plans)

                    ---------------------------------------

            Kelvyn H. Cullimore, Jr.                       Copies to:
     President and Chief Executive Officer             Wayne D. Swan, Esq.
            DYNATRONICS CORPORATION               Durham Jones & Pinegar, P.C.
             7030 Park Centre Drive               111 East Broadway, Suite 900
           Salt Lake City, Utah 84121               Salt Lake City, UT 84111
                 (801) 568-7000                          (801) 415-3000
(Name, address, including zip code, and telephone number,
        including area code, of agent for service)

                    ---------------------------------------

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                        Amount          Proposed Maximum     Proposed Maximum        Amount of
      Title of Securities                to be           Offering Price     Aggregate Offering      Registration
        to be Registered             Registered(1)        Per Share(2)            Price                 Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, without par value     402,413 shares            $1.54            $619,716.02             66.31
=====================================================================================================================
(1)      Represents  shares  issuable  under the  Dynatronics  Corporation  2005
         Equity  Incentive  Award Plan. This  Registration  Statement shall also
         cover  any  additional  shares of Common  Stock  attributable  to these
         registered   shares  which  become   issuable  under  the   Dynatronics
         Corporation  2005  Equity  Incentive  Award Plan by reason of any stock
         dividend,  stock split,  recapitalization  or other similar transaction
         effected  without  the  Registrant's  receipt  of  consideration  which
         results in an increase in the number of the  outstanding  shares of the
         Registrant's Common Stock.

(2)      Calculated  solely for purposes of  calculating  the  registration  fee
         pursuant to Rule 457(h) of the Securities  Act of 1933, as amended,  on
         the basis of the average of the high  ($1.62)  and low ($1.45)  selling
         prices per share of the Registrant's Common Stock on February 13, 2006,
         as reported on the Nasdaq Small Cap Market, or $1.54.
PART I

Item 1.  Plan Information

         Not filed as part of this Registration  Statement  pursuant to the Note
to Part 1 of Form S-8. The documents  containing  the  information  specified in
this item have been or will be sent or given to  employees  as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

Item 2.  Registrant Information and Employee Plan Annual Information

         Not filed as part of this Registration  Statement  pursuant to the Note
to Part 1 of Form S-8. The documents  containing  the  information  specified in
this item have been or will be sent or given to  employees  as specified by Rule
428(b)(1) of the Securities Act.

                                     PART II

Item 3.  Incorporation of Documents by Reference

         Dynatronics  Corporation  (the  "Company" or the  "Registrant")  hereby
incorporates  by  reference  into  this  Registration  Statement  the  following
documents filed with the Securities and Exchange Commission (the "Commission"):

         A.   The  Company's  annual  report  on  Form  10-KSB  filed  with  the
              Commission on September 28, 2005 for the year ended June 30, 2005;

         B.   The  Company's  quarterly  report on Form  10-QSB  filed  with the
              Commission  on November 14, 2005 for the quarter  ended  September
              30, 2005;

         C.   The  Company's  quarterly  report on Form  10-QSB  filed  with the
              Commission  on  February 13, 2006 for the quarter  ended  December
              31, 2005;

         D.   The Company's current report on Form 8-K filed with the Commission
              on November 29, 2005; and

         E.   The  description  of the  Company's  common  stock  contained in a
              registration  statement filed with the Commission under Section 12
              of the  Exchange  Act under such Act  including  any  amendment or
              report filed for the purpose of updating such description.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold are incorporated by reference in this  Registration  Statement
(other  than  information  furnished  under  either  2.02 or 7.01 of any current
report  on Form  8-K)  and are a part  hereof  from  the  date  of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers

         Section  16-10a-841 of the Utah Revised  Business  Corporation Act (the
"UBCA") allows a Utah corporation to provide in its articles of incorporation or
by shareholder  resolution or in its bylaws for the elimination or limitation of
personal  liability of a director to the corporation or to its  shareholders for
monetary damages for any action or omission, as a director, except (i) liability
for a financial  benefit  received  by a director to which he was not  entitled,
(ii)  intentional  infliction of harm on the  corporation  or the  shareholders,
(iii) an unlawful  distribution  to  shareholders  in violation of the UBCA, and
(iv) intentional violation of criminal law.

         Section  16-10a-902 of the UBCA provides  that a Utah  corporation  may
indemnify any  individual  made a party to a proceeding  because he or she is or
was a  director,  against  liability  incurred  in the  proceeding,  if: (a) the
director's conduct was in good faith, (b) the director  reasonably believed that
his or her conduct was in, or not opposed to, the corporation's  best interests;
and (c) in the case of any criminal  proceeding,  the director had no reasonable
cause  to  believe  such  conduct  was  unlawful;   provided,  however,  that  a
corporation  may not  indemnify  a  director  under  Section  16-10a-902  if the
director was adjudged liable to the corporation in proceeding by or in the right
of the corporation or adjudged liable for deriving an improper personal benefit.
All indemnification is limited to reasonable expenses only.

         Section  16-10a-903 of the UBCA provides  that,  unless  limited by its
articles of incorporation, a Utah corporation shall indemnify a director who was
successful,  on the merits or otherwise, in the defense of any proceeding, or in
the  defense  of any  claim,  issue or  matter in the  proceeding,  to which the
director was a party because he or she is or was a director of the  corporation,
against reasonable  expenses incurred in connection with the proceeding or claim
with respect to which the director has been successful.

         In addition to the  indemnification  provided by Sections  902 and 903,
Section  16-10a-905 of the UBCA provides  that,  unless  otherwise  limited by a
corporation's   articles   of   incorporation,   a   director   may   apply  for
indemnification  to the court  conducting  the proceeding or to another court of
competent jurisdiction.

         Under Section 16-10a-904 of the UBCA, a Utah corporation may pay for or
reimburse  the  reasonable  expenses  incurred by a director in advance of final
disposition  of the  proceeding  if the director  furnishes  the  corporation  a
written  affirmation  of his or her good faith  belief that the director has met
the applicable standard of conduct,  provides a written  undertaking  personally
binding the director to pay the advance if it is ultimately  determined  that he
or she did not meet the standard of conduct,  and a  determination  is made that
the  facts  then  known  to those  making a  determination  would  not  preclude
indemnification.  The  director's  undertaking  need not be  secured  and may be
accepted  without  reference to  financial  ability to make  repayment.  Section
16-10a-906    prohibits   a   corporation   from   making   any    discretionary
indemnification, payment or reimbursement of expenses unless a determination has
been made that the director has met the applicable standard of conduct.

         The determination  required under Sections 16-10a-904 and 16-10a-906 of
the UBCA  must be made as  follows:  (1) by a  majority  vote of a quorum of the
board of directors who are not parties to the proceeding; (2) if a quorum cannot
be obtained as  contemplated by (1), above, by a majority vote of a committee of
two or more  members  of the  board  of  directors  who are not  parties  to the
proceeding  and are  designated by the board of directors;  (3) by special legal
counsel selected by a quorum of the board of directors or its committee composed
of persons  determined in the manner  prescribed in (1) or (2),  above,  or if a
disinterested  quorum of the board of directors  or  committee is not  possible,
then  selected by a majority  vote of the full board of  directors,  or (4) by a
majority of the shareholders entitled to vote by person or proxy at a meeting.

         Section  16-10a-907 of the UBCA provides that,  unless a  corporation's
articles of incorporation  provide otherwise,  (i) an officer of the corporation
is entitled to mandatory  indemnification  under  Section 903 and is entitled to
apply for court-ordered  indemnification  under Section 905, in each case to the
same extent as a director, (ii) a corporation may indemnify and advance expenses
to an  officer,  employee,  fiduciary  or agent of the  corporation  to the same
extent as a director,  and (iii) a  corporation  may also  indemnify and advance
expenses to an officer, employee,  fiduciary or agent who is not a director to a
greater extent, if not inconsistent  with public policy,  and if provided for by
its articles of incorporation,  bylaws,  general or specific action of its board
of directors or contract.

                                       3
Section 16-10a-908 of the UBCA provides that a corporation may purchase
and maintain liability insurance on behalf of a person who is or was a director,
officer, employee,  fiduciary, or agent of the corporation or who, while serving
as a director, officer, employee,  fiduciary, or agent of the corporation, is or
was serving at the request of the corporation as a director,  officer,  partner,
trustee,   employee,   fiduciary,  or  agent  of  another  foreign  or  domestic
corporation or other person,  or of an employee  benefit plan against  liability
asserted  against or incurred by the individual in that capacity or arising from
his  status as such,  whether  or not the  corporation  would  have the power to
indemnify him or her against the same  liability  under Sections 902, 903 or 907
of the UBCA.

         Section  16-10a-909 of the UBCA  provides  that a provision  treating a
corporation's  indemnification  of or advance for expenses to, directors that is
contained in its articles of  incorporation  or bylaws,  in a resolution  of its
stockholders  or board of  directors  or in a  contract,  (except  an  insurance
policy),  or otherwise,  is valid only if and to the extent the provision is not
inconsistent  with  Sections 901 through 909 of the Revised Act. If the articles
of   incorporation   limit   indemnification   or   advancement   of   expenses,
indemnification  and  advancement  of expenses  are valid only to the extent not
inconsistent with the articles.

         The Company's Articles of Incorporation,  as amended,  provide that the
personal liability of a Director to the Company or its shareholders for monetary
damages for breach of fiduciary duty is limited to the fullest extent  permitted
by Section  16-10-49.1 of the Utah Business  Corporation Act, as the same may be
amended  from time to time.  In the event such Section is amended to decrease or
limit in any manner the protection or rights  currently  available to Directors,
such amendment  shall not be  retroactively  applied in determining the personal
liability of a Director pursuant to Company's Articles of Incorporation prior to
the enactment of such amendment.

         The foregoing  description is necessarily general and does not describe
all details regarding the indemnification of officers,  directors or controlling
persons of the Company.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The following is a list of exhibits filed as part of this  Registration
Statement, which are incorporated herein:

Exhibit Number             Exhibit
--------------             -------

      4.1(1)      Dynatronics Corporation 2005 Equity Incentive Award Plan

      5.1         Opinion and Consent of Durham, Jones & Pinegar, P.C. as to the
                  legality of the issuance of Common Stock offered hereby

      23.1        Consent of Tanner LC, Independent Registered Public Accounting
                  Firm.

      23.2        Consent of Durham, Jones & Pinegar,  P.C. (included in Exhibit
                  5.1).

      24.1        Power of Attorney  (included  in the  signature  pages to this
                  Registration Statement).

      (1)     Incorporated herein by reference to the Company's Definitive Proxy
              Statement  on  Schedule  14A (File No.  000-12697)  filed with the
              Securities and Exchange Commission on October 27, 2005.

Item 9.  Undertakings

         (a)  The undersigned Registrant hereby undertakes:

              (1)    To file,  during  any  period in which  offers or sales are
                     being made, a post-effective amendment to this Registration
                     Statement:

                     (i)      To  include  any  prospectus  required  by Section
                              10(a)(3) of the Securities Act of 1933, as amended
                              (the "Act");

                                       4
(ii)     To reflect in the  prospectus  any facts or events
                              arising   after   the   effective   date  of  this
                              Registration   Statement   (or  the  most   recent
                              post-effective     amendment    thereof)    which,
                              individually  or in  the  aggregate,  represent  a
                              fundamental change in the information set forth in
                              the Registration  Statement.  Notwithstanding  the
                              foregoing,  any  increase or decrease in volume of
                              securities  offered (if the total  dollar value of
                              securities offered would not exceed that which was
                              registered) and any deviation from the low or high
                              end of the estimated maximum offering range may be
                              reflected in the form of prospectus filed with the
                              Commission pursuant to Rule 424(b)  (ss.230.424(b)
                              of this chapter) if, in the aggregate, the changes
                              in volume and price  represent  no more than a 20%
                              change in the maximum aggregate offering price set
                              forth in the  "Calculation  of  Registration  Fee"
                              table in the effective registration statement;

                     (iii)    To include any material  information  with respect
                              to  the  plan  of   distribution   not  previously
                              disclosed  in the  Registration  Statement  or any
                              material   change  to  such   information  in  the
                              Registration Statement;

         Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to  information  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

              (2)    That,  for the purpose of determining  any liability  under
                     the Act, each such post-effective amendment shall be deemed
                     to  be  a  new  registration   statement  relating  to  the
                     securities  offered  therein,  and  the  offering  of  such
                     securities  at that time shall be deemed to be the  initial
                     bona fide offering thereof.

              (3)    To remove from  registration  by means of a  post-effective
                     amendment  any of the  securities  being  registered  which
                     remain unsold at the termination of the offering.

         (b)  The undersigned Registrant hereby undertakes that, for purposes of
              determining  any  liability  under  the Act,  each  filing  of the
              Registrant's  annual  report  pursuant to section 13(a) or section
              15(d) of the Exchange Act (and, where  applicable,  each filing of
              an employee benefit plan's annual report pursuant to section 15(d)
              of the  Exchange  Act) that is  incorporated  by reference in this
              Registration  Statement  shall be deemed to be a new  registration
              statement  relating  to the  securities  offered  herein,  and the
              offering of such securities at that time shall be deemed to be the
              initial bona fide offering thereof.

         (c)  Insofar as indemnification  for liabilities  arising under the Act
              may be permitted to directors, officers and controlling persons of
              the Registrant pursuant to the foregoing provisions, or otherwise,
              the  Registrant  has  been  advised  that  in the  opinion  of the
              Securities and Exchange Commission such indemnification is against
              public  policy  as  expressed  in  the  Act  and  is,   therefore,
              unenforceable.  In the  event  that a  claim  for  indemnification
              against such liabilities (other than the payment by the Registrant
              of expenses incurred or paid by a director, officer or controlling
              person of the Registrant in the successful  defense of any action,
              suit or  proceeding)  is  asserted  by such  director,  officer or
              controlling   person  in  connection  with  the  securities  being
              registered,  the  Registrant  will,  unless in the  opinion of its
              counsel  the matter has been  settled  by  controlling  precedent,
              submit to a court of appropriate jurisdiction the question whether
              such  indemnification  by it is against public policy as expressed
              in the Act and will be governed by the final  adjudication of such
              issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8,  and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in Salt Lake City, State of Utah on this 15th day of February,
2006.

                                      DYNATRONICS CORPORATION

                                      By:  /s/ KELVYN H. CULLIMORE, JR.
                                           ----------------------------
                                           Kelvyn H. Cullimore, Jr.
                                           Chairman of the Board, President and
                                           Chief Executive Officer

                                POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

         Each person whose  signature  appears below does hereby  constitute and
appoint Kelvyn H. Cullimore,  Jr. and Terry M. Atkinson,  and each of them, with
full power of substitution and full power to act without the other, his true and
lawful  attorney-in-fact and agents to act for him in his name, place and stead,
in any and all capacities,  to sign a registration statement on Form S-8 and any
or all amendments  thereto  (including  without  limitation  any  post-effective
amendments thereto),  and any registration  statement for the same offering that
is to be effective  under Rule 462(b) of the Securities Act, and to file each of
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the premises in order to effectuate the same as fully,  to all intents
and purposes,  as they or he might or could do in person,  hereby  ratifying and
confirming  all that said  attorneys-in-fact  and  agents,  or any of them,  may
lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  each of the undersigned has executed this Power of
Attorney as of the date indicated.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:
Signature                                                       Title                                  Date
---------                                                       -----                                  ----
/s/ KELVYN H. CULLIMORE, JR.             Chairman of the Board, President and Chief       February 15, 2006
-------------------------------             Executive Officer (Principal Executive Officer)
      Kelvyn H. Cullimore, Jr.

   /s/ TERRY M. ATKINSON                    Chief Financial Officer (Principal Financial     February 15, 2006
-------------------------------             and Accounting Officer)
      Terry M. Atkinson

   /s/ LARRY K. BEARDALL                    Executive Vice President and Director            February 15, 2006
-------------------------------
      Larry K. Beardall

   /s/ HOWARD L. EDWARDS                    Director                                         February 15, 2006
-------------------------------
      Howard L. Edwards

   /s/ VAL J. CHRISTENSEN                   Director                                         February 15, 2006
-------------------------------
      Val J. Christensen

   /s/ JOSEPH H. BARTON                     Director                                         February 15, 2006
-------------------------------
      Joseph H. Barton

-------------------------------             Director
      E. Keith Hansen, M.D.
6
EXHIBIT INDEX

Exhibit Number             Exhibit
--------------             -------

      4.1(1)      Dynatronics Corporation 2005 Equity Incentive Award Plan

      5.1         Opinion and Consent of Durham, Jones & Pinegar, P.C. as to the
                  legality of the issuance of Common Stock offered hereby

      23.1        Consent of Tanner LC, Independent Registered Public Accounting
                  Firm.

      23.2        Consent of Durham, Jones & Pinegar,  P.C. (included in Exhibit
                  5.1).

      24.1        Power of Attorney  (included  in the  signature  pages to this
                  Registration Statement).

      (1)     Incorporated herein by reference to the Company's Definitive Proxy
              Statement  on  Schedule  14A (File No.  000-12697)  filed with the
              Securities and Exchange Commission on October 27, 2005.

                                       7