Unassociated Document

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

*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 on the remainder of this cover page shall not be deemed to be “filed” for 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)


1	NAMES OF REPORTING PERSONS BioWave Innovations, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions)			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,846,600
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 57,846,600
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,846,600
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 76.3% of Common Stock
14	TYPE OF REPORTING PERSON (see instructions) OO (Limited Liability Company)


1	NAMES OF REPORTING PERSONS R. Scott Jones
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(see instructions)			(a) ¨
				(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,846,600 (1)
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 57,846,600 (1)
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,846,600 (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 78.3% of Common Stock
14	TYPE OF REPORTING PERSON (see instructions) IN

(1) Mr. Jones may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by BioWave Innovations, LLC because he is the sole managing member of BioWave Innovations, LLC. The filing of this Statement and any future amendment by Mr. Jones, and the inclusion of information herein and therein with respect to Mr. Jones, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Jones disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

The name of the issuer is AFP Imaging Corporation, a New York corporation (the “Issuer”). The Issuer’s principal executive offices are located at 250 Clearbrook Road, Elmsford, New York 10523. The title of the class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock of the Issuer, par value $.01 per share (the “Common Stock”).

(a), (b), (c) and (f) This Schedule 13D is filed by BioWave Innovations, LLC (“BioWave”) and Mr. R. Scott Jones (together with BioWave, the “Reporting Persons”). The business address of the reporting persons is BioWave Innovations, LLC, 274 Ridgefield Road, Wilton, CT 06897. BioWave is a private equity and strategic development firm organized as a limited liability company under the laws of the State of Connecticut. Mr. Jones is a citizen of the United States of America.

(d) and (e). During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The total amount of funds required by BioWave to purchase the securities was $500,000 and was furnished from the working capital of BioWave. No funds were borrowed in connection with such purchase.

On June 22, 2009, BioWave entered into a Stock Purchase Agreement (the “Agreement”) with the Issuer, pursuant to which BioWave purchased and the Issuer sold 578,466 shares of the Issuer’s newly-issued Series A Convertible Preferred Stock (the “Preferred Stock”) in exchange for $500,000. Each share of Preferred Stock is convertible into 100 shares of Common Stock. The Preferred Stock has voting rights (voting with the Common Stock as a single class) with each share of Preferred Stock having a number of votes equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible. This transaction effectively transferred control of the Issuer to the Reporting Persons.

In conjunction with the transaction, two directors resigned from the Issuer’s Board of Directors, and Mr. Jones was appointed as the Chairman of the Board of Directors. The previous Chairman of the Board of Directors, who remains a director, resigned from his role as Chairman and was appointed Chief Executive Officer of the Issuer

The Reporting Persons entered into the transaction in the ordinary course of business for investment purposes. Because of the level of ownership by the Reporting Persons of the Preferred Stock and Mr. Jones’ position on the Board of Directors, the Reporting Person is in a position to effect control of the Issuer. In this capacity the Reporting Persons will have an active role in the Company’s affairs and may bring plans, proposals or changes that relate to or would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to take whatever future action they deem appropriate regarding the Issuer and its securities under the circumstances as they then exist. Additionally, the Reporting Persons may, from time to time and at any time, acquire additional equity securities of the Issuer in the open market or otherwise and dispose of any or all of their shares in the open market or otherwise.

Name	Number of shares of Common Stock	Sole or Shared Voting(2)	Sole or Shared Dispositive(2)	% of Total Outstanding(1)

Biowave	57,846,600	Sole	Sole	78.3%

R. Scott Jones	57,846,600	Sole	Sole	78.3%

Total:	57,846,600			78.3%

(1) The calculation of the percentage is based on 17,928,800 shares of common stock outstanding as of May 12, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009, filed with the Securities and Exchange Commission on May 14, 2009.

(2) BiowWave directly beneficially owns the securities identified above in the form of direct ownership of 578,466 shares of Preferred Stock, where each share of Preferred Stock is convertible into 100 shares of Common Stock. Mr. Jones indirectly beneficially owns the securities identified above by virtue of the fact that he is the sole member and the managing member of BioWave.

On June 22, 2009, BioWave entered into an Equity Incentive Agreement with ComVest Capital, LLC (“ComVest”). Under that agreement, in order to incentivize BioWave to cause the Issuer to reduce the Issuer’s loan obligations to ComVest, ComVest agreed to assign to BioWave a portion of ComVest’s warrant to purchase 19,282,200 shares of Common Stock if and when the Issuer makes certain repayments of the principal on the outstanding loans owed to ComVest.

	BioWave Innovations, LLC


	By:	/s/ R. Scott Jones
	Name: R. Scott Jones
	Title: Managing Member



	/s/ R. Scott Jones
	R. Scott Jones, Individually