SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934

(Amendment No. 1)*

RadNet, Inc.
(Name of Issuer)

Common Stock, $.0001 Par Value Per Share
(Title of Class of Securities)

750491 10 2
(CUSIP Number)

JB Capital Partners LP
5 Evan Place
Armonk, NY 10504
(646) 442-6701

With a copy to:

The Law Office of Matthew J. Day PLLC
380 Madison Avenue, 22nd Floor
New York, New York 10017

212-673-0484
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 30,  2013
(Date of Event Which Requires Filing of this Statement)

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

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 13d-7 for other parties to whom copies are to be sent.

(Page 1 of 6 pages)

*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).
 
Schedule 13D
CUSIP No. 750491 10 2
Page 2 of 6 Pages

1.
Names of Reporting Persons
 
 
JB Capital Partners LP
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a) o           (b) x
 
 
 
 
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
WC
 
 
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 
 
 
6.
Citizenship or Place of Organization
 
 
Delaware
 
 
 
 
 
Number of
7.
Sole Voting Power: -0-
 
Shares
 
 
 
Beneficially
8.
Shared Voting Power: 2,002,615
 
Owned by
 
 
 
Each
9.
Sole Dispositive Power: -0-
 
Reporting
 
 
 
Person With
10.
Shared Dispositive Power: 2,002,615
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
2,002,615
 
 
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
 
 
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
 
4.995%
 
 
 
 
 
14.
Type of Reporting Person (See Instructions)
 
 
PN
 

 
Schedule 13D
CUSIP No. 750491 10 2
Page 3 of 6 Pages
 
1.
Names of Reporting Persons
 
 
Alan Weber
 
 
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)  o        (b) x
 
 
 
 
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
AF, PF
 
 
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
 
 
 
6.
Citizenship or Place of Organization
 
 
U.S.A.
 
 
 
 
 
Number of
7.
Sole Voting Power: 437,706
 
Shares
 
 
 
Beneficially
8.
Shared Voting Power: 2,002,615
 
Owned by
 
 
 
Each
9.
Sole Dispositive Power: 437,706
 
Reporting
 
 
 
Person With
10.
Shared Dispositive Power: 2,002,615
 
 
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,440,321
 
 
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
 
 
 
 
 
13.
Percent of Class Represented by Amount in Row (11)
 
 
6.1%
 
 
 
 
 
14.
Type of Reporting Person (See Instructions)
 
 
IN, HC
 

 
Schedule 13D
CUSIP No. 750491 10 2
Page 4 of 6 Pages
 
This Statement of Beneficial Ownership on Schedule 13D Amendment No. 1 (this "Statement") is filed on behalf of the Reporting Persons with the Securities and Exchange Commission (the "Commission").  This Statement amends the Initial Statement of Beneficial Ownership on Schedule 13D (the "Initial Statement," and as so amended, the "Schedule 13D") relating to the Common Stock, $.0001 par value (the "Common Stock"), of RadNet, Inc. (the "Issuer"). Except as amended hereby, the Initial Statement remains in full force and effect.  Capitalized terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Initial Statement.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 2,440,321 shares of Common Stock beneficially held by JB Capital and Mr. Weber is $6,270,000 (including brokerage fees and expenses).  All of the shares of Common Stock beneficially held by JB Capital and Mr. Weber were paid for using working capital and personal funds, respectively.

Item 5. Interest in Securities of the Issuer

(a)-(b) As of June 3, 2013, the aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Reporting Persons, and (ii) to the knowledge of the Reporting Persons, by each other person who may be deemed to be a member of a group, is as follows:
 
 
 
Reporting Person
  
 
 
Aggregate Number of Common Stock
    
Number of
Common
Stock: Sole
Power to Vote
or Dispose
 
    
 
Number of
Common Stock: Shared Power to Vote or Dispose
 
    
 
 
Approximate Percentage*
  
 
 
  
   
   
   
 
Weber (1)(2)
    
2,440,321
      
437,706
(3)
    
2,002,615
      
6.1
%
JB Capital (1)(2)
    
2,002,615
      
0
      
2,002,615
      
4.995
%

*Based on 40,089,196 shares of Common Stock, $0.0001 par value per share, outstanding as of May 6, 2013, as disclosed in the Issuer's Quarterly Report on Form 10-Q, for quarter ended March 31, 2013,  filed with the Securities and Exchange Commission on May 10, 2013.

(1) Each of the Reporting Persons disclaims beneficial ownership of the securities beneficially held by the other Reporting Person except to the extent of such Reporting Person's pecuniary interest therein, if any.
(2) Mr. Weber shares with JB Capital the power to vote or direct the vote, and shares the power to dispose or to direct the disposition, of 2,002,615 shares of Common Stock owned by JB Capital.
(3) Includes shares held by Mr. Weber’s spouse and in custodial accounts for the benefit of his children.

(c) The table set forth on Schedule A attached hereto lists all the transactions in the Issuer's Common Stock in the past sixty days by the Reporting Persons.  All such transactions were made in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock.

(e) Not Applicable.

(The remainder of this page was intentionally left blank)
 
Schedule 13D
CUSIP No. 750491 10 2
Page 5 of 6 Pages
 
SIGNATURE

After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date:           June 3, 2013
 
 
 
JB Capital Partners, LP
 
 
/s/ Alan Weber
By:
/s/ Alan Weber
Alan Weber
 
Name: Alan Weber
 
 
Title: General Partner

 
Schedule 13D
CUSIP No. 750491 10 2
Page 6 of 6 Pages
 
Schedule A
 
Transactions in Shares Within The Past Sixty Days

Date of Purchase/Sale
  
Number of
Shares of
Common Stock
 
  
Buy/Sell
 
 
 Price Per Share
 
 
  
 
 
  
 
 
03/28/2013
    
154
  
Buy
  
$
2.7500
  
04/01/2013
    
27
  
Buy
  
$
2.7500
  
04/02/2013
    
1,312
  
Buy
  
$
2.7500
  
04/03/2013
    
200
  
Buy
  
$
2.7500
  
04/04/2013
    
1,506
  
Buy
  
$
2.9326
  
04/05/2013
    
300
  
Buy
  
$
2.7500
  
04/10/2013
    
1,250
  
Buy
  
$
2.7400
  
04/11/2013
    
11,253
  
Buy
  
$
2.7491
  
04/12/2013
    
2,000
  
Buy
  
$
2.7500
  
04/24/2013
    
1,400
  
Buy
  
$
2.7082
  
04/25/2013
    
4,484
  
Buy
  
$
2.7096
  
04/30/2013
    
350
  
Buy
  
$
2.7200
  
05/01/2013
    
340
  
Buy
  
$
2.7200
  
05/06/2013
    
1,510
  
Buy
  
$
2.7193
  
05/07/2013
    
16,916
  
Buy
  
$
2.6981
  
05/09/2013
    
20,859
  
Buy
  
$
2.6191
  
05/10/2013
    
20,000
  
Buy
  
$
2.5583
  
05/13/2013
    
20,000
  
Buy
  
$
2.4663
  
05/13/2013
    
20,000
  
Buy
  
$
2.47
  
05/20/2013
    
10,153
  
Buy
  
$
2.5145
  
05/21/2013
    
17,337
  
Buy
  
$
2.5159
  
05/22/2013
    
17,510
  
Buy
  
$
2.5024
  
05/24/2013
    
10,000
  
Buy
  
$
2.3645
  
05/24/2013
    
76,000
  
Buy
  
$
2.39
  
05/29/2013
    
45,000
  
Buy
  
$
2.54