**IMAGIN
      MOLECULAR CORPORATION**


**(Formerly
      Known As)**


**Cipher
      Holding Corporation**





Exhibit
      31.3


CERTIFICATIONS





I,
      Neil
      Sy, the Registrant's Chief Financial Officer, certify that:





1.
      I have
      reviewed this quarterly report on Form 10-KSB of Imagin Molecular
      Corporation;





2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this quarterly
      report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this quarterly report, fairly present in all material respects
      the
      financial condition, results of operations and cash flows of the registrant
      as
      of, and for, the periods presented in this quarterly report;





4.
      The
      Registrant's other certifying officers and I are responsible for establishing
      and maintaining disclosure controls and procedures (as defined in Exchange
      Act
      Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such
      disclosure controls and procedures to ensure that material information relating
      to the registrant, including its consolidated subsidiaries, is made known to
      us
      by others within those entities, particularly during the period in which this
      quarterly report is being prepared; b) evaluated the effectiveness of the
      Registrant's disclosure controls and procedures as of a date within 90 days
      prior to the filing date of this quarterly report (the "Evaluation Date");
      and
      c) presented in this quarterly report our conclusions about the effectiveness
      of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;





5.
      The
      Registrant's other certifying officers and I have disclosed, based on our most
      recent evaluation, to the registrant's auditors and the audit committee of
      Registrant's board of directors (or persons performing the equivalent function):
      a) all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the Registrant's
      auditors any material weaknesses in internal controls; and b) any fraud, whether
      or not material, that involves management or other employees who have a
      significant role in the Registrant's internal controls; and





6.
      The
      Registrant's other certifying officers and I have indicated in this quarterly
      report whether or not there were significant changes in internal controls or
      in
      other factors that could significantly affect internal controls subsequent
      to
      the date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material weaknesses.





Date:
      April 17, 2006





/s/Neil
      Sy


Chief
      Financial Officer