UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Imaging Diagnostic Systems, Inc.
Common Stock, No Par Value
CUSIP # 45244W 30 8
February 26, 2013
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 45244W 30 8 | 13G | Page 1 of 4 |
| 1. | Name of Reporting Person Black Arch Opportunity Fund LP | |||
| I.R.S. Identification No. of Above Person (entities only) 46-1609537 | ||||
| 2. | Check the Appropriate Box if a Member of a Group | (a) ¨ | ||
| (b) x | ||||
| 3. | SEC Use Only | |||
| 4. | Citizenship or Place of Organization Florida | |||
| 5. | Sole Voting Power | 5,555,556 | ||
| Number of Shares | 6. | Shared Voting Power | 5,555,556 | |
| Owned by Each | ||||
| Reporting Person | 7. | Sole Dispositive Power | 5,555,556 | |
| With | ||||
| 8. | Shared Dispositive Power | 5,555,556 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | 5,555,556 | ||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares | ¨ | ||
| 11. | Percent of Class Represented by Amount in Row 9 9.5% | |||
| 12. | Type of Reporting Person PN | |||
| CUSIP No. 45244W 30 8 | 13G | Page 2 of 4 |
| ITEM 1 (a) | NAME OF ISSUER: | |
| Imaging Diagnostic Systems, Inc. | ||
| (b) | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| 5307 NW 35th Terrace | ||
| Fort Lauderdale, FL 33309 | ||
| ITEM 2 (a) | NAME OF PERSON FILING | Black Arch Opportunity Fund LP |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE | |
| 230 Park Ave. Suite 539 New York, NY 10169 | ||
| (c) | CITIZENSHIP | |
| United States of America | ||
| (d) | TITLE OF CLASS OF SECURITIES | |
| Shares of Common Stock | ||
| (e) | CUSIP NUMBER 45244W 30 8 | |
ITEM 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
| (a) | ¨ Broker or dealer registered under section 15 of the Act | |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act | |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act | |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 | |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E) | |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) | |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) |
| CUSIP No. 45244W 30 8 | 13G | Page 3 of 4 |
| (h) | ¨ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act | |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 | |
| (j) | ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J) |
If this statement is filed pursuant to Rule 13d-1(c), check this box ¨
ITEM 4 OWNERSHIP
(a) Amount beneficially owned: Reporting Person is the beneficial owner of 5,555,556 shares of common stock. In addition, Reporting Person holds Issuer’s convertible promissory notes in the aggregate principal amount of $37,500. The notes may not be converted into common stock such that the Reporting Person would beneficially own more the 9.99% of the Issuer’s common stock at any given time. Reporting Person disclaims beneficial ownership of the Issuer’s securities held by any other person or entity.
(b) Percent of class: 9.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 5,555,556
(ii) Shared power to vote or to direct the vote: 5,555,556
(iii) Sole power to dispose or to direct the disposition of: 5,555,556
(iv) Shared power to dispose or to direct the disposition of: 5,555,556
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
| CUSIP No. 45244W 30 8 | 13G | Page 4 of 4 |
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Black Arch Opportunity Fund LP | ||
| /s/ Scott Levin | ||
| By:
Scott Levin Its: President of the General Partner Date: February 26, 2013 |