UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended: June
30, 2012



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from __________
to __________



Commission File Number: 0-32523



IBOD IMAGING, INC.

(Exact Name of registrant as specified in
its charter)



|Delaware                        | 98-0222710            
|------------------------------- | ----------------------
|(State or other Jurisdiction of | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)



85 Challenger Road Suite 501

Ridgefield Park, NJ 07660

(Address of principal executive offices)



(201) 848-2200

(Registrant’s telephone number, including
area code)





Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes  ̈   No x



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes  ̈   No
x



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act:



| ̈ | Large Accelerated Filer |  ̈ | Accelerated Filer        
|- | ----------------------- | - | -------------------------
|  |                         |   |                          
| ̈ | Non-Accelerated Filer   | x | Smaller Reporting Company



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes  ̈   No
x



August 14 there are 1,000,000 shares outstanding  of the registrant’s common stock.















TABLE OF CONTENTS



|                                                                                               |  | Page |   
|---------------------------------------------------------------------------------------------- |  | ---- | --
|PART I — FINANCIAL INFORMATION                                                                 | 
|                                                                                               |  |      |   
|Item 1. Financial Statements.                                                                  |  |      | 3 
|                                                                                               |  |      |   
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |  |      | 13
|                                                                                               |  |      |   
|Item 3. Quantitative and Qualitative disclosures about Market Risk.                            |  |      | 17
|                                                                                               |  |      |   
|Item 4. Controls and Procedures.                                                               |  |      | 17
|PART II – OTHER
        INFORMATION                                                            |  |      |   
|Item 1. Legal Proceedings.                                                                     |  |      | 18
|                                                                                               |  |      |   
|Item 1A. Risk Factors.                                                                         |  |      | 18
|                                                                                               |  |      |   
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.                           |  |      | 18
|                                                                                               |  |      |   
|Item 3. Defaults Upon Senior Securities.                                                       |  |      | 18
|                                                                                               |  |      |   
|Item 4. Mining Safety Disclosures.                                                             |  |      | 18
|                                                                                               |  |      |   
|Item 5. Other Information.                                                                     |  |      | 18
|                                                                                               |  |      |   
|Item 6. Exhibits.                                                                              |  |      | 18
|                                                                                               |  |      |   
|Signatures                                                                                     |  |      | 19















PART I—FINANCIAL INFORMATION



Item 1. Financial Statements.



INDEX TO FINANCIAL STATEMENTS





|                                                                                                                                | Page(s)
|------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                |        
|Balance Sheets as of June 30, 2012 (Unaudited) and December 31, 2011                                                            | 4      
|                                                                                                                                |        
|Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 (Unaudited)                                  | 5      
|                                                                                                                                |        
|Statement of Stockholders’ Equity for the Six Months Ended June 30, 2012 (Unaudited) and Years Ended December 31, 2011 and 2010 | 6      
|                                                                                                                                |        
|Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (Unaudited)                                            | 7      
|                                                                                                                                |        
|Notes to Financial Statements (Unaudited)                                                                                       | 8-12   





3









Item 1. Financial Statements





IBOD Imaging, Inc.

Balance Sheets







|                                                               |  | June 30, 2012 |         |  | December 31, 2011 |  
|-------------------------------------------------------------- |  | ------------- | ------- |  | ----------------- | -
|                                                               |  | (Unaudited)   |         |  |                   |  
|                                                               |  |               |         |  |                   |  
|Assets                                                         |  |               |         |  |                   |  
|                                                               |  |               |         |  |                   |  
|Current Assets:                                                |  |               |         |  |                   |  
|Cash                                                           |  | $             | 211,927 |  |                   | $
|Receivable - other                                             |  |               | 6,750   |  |                   |  
|Prepaid expenses                                               |  |               | 1,250   |  |                   |  
|Total Current Assets                                           |  |               | 219,927 |  |                   |  
|                                                               |  |               |         |  |                   |  
|Total Assets                                                   |  | $             | 219,927 |  |                   | $
|                                                               |  |               |         |  |                   |  
|Liabilities and Stockholders' Equity                           |  |               |         |  |                   |  
|                                                               |  |               |         |  |                   |  
|Liabilities:                                                   |  |               |         |  |                   |  
|Accounts payable and accrued expenses                          |  | $             | 51,821  |  |                   | $
|Income taxes payable                                           |  |               | 47,423  |  |                   |  
|Total Current Liabilities                                      |  |               | 99,244  |  |                   |  
|                                                               |  |               |         |  |                   |  
|Stockholders' Equity:                                          |  |               |         |  |                   |  
|Common stock, ($0.0001 par value, 1,000,000 shares authorized, |  |               |         |  |                   |  
|1,000,000 issued and outstanding)                              |  |               | 100     |  |                   |  
|Additional paid-in capital                                     |  |               | 118,589 |  |                   |  
|Retained earnings                                              |  |               | 1,994   |  |                   |  
|Total Stockholders' Equity                                     |  |               | 120,683 |  |                   |  
|                                                               |  |               |         |  |                   |  
|Total Liabilities and Stockholders' Equity                     |  | $             | 219,927 |  |                   | $



See accompanying notes to financial statements





4









IBOD Imaging, Inc.

Statements of Operations

(Unaudited)



|                                                     |  | Three Months Ended June 30, |           |   | Six Months Ended June 30, |  
|---------------------------------------------------- |  | --------------------------- | --------- | - | ------------------------- | -
|                                                     |  | 2012                        |           |   | 2011                      |  
|                                                     |  |                             |           |   |                           |  
|Royalty income                                       |  | $                           | 6,750     |   |                           | $
|                                                     |  |                             |           |   |                           |  
|General and administrative expenses                  |  |                             | 19,387    |   |                           |  
|                                                     |  |                             |           |   |                           |  
|Loss from operations before income tax benefit       |  |                             | (12,637   | ) |                           |  
|                                                     |  |                             |           |   |                           |  
|Income tax benefit                                   |  |                             | 2,207     |   |                           |  
|                                                     |  |                             |           |   |                           |  
|Net loss                                             |  | $                           | (10,430   | ) |                           | $
|                                                     |  |                             |           |   |                           |  
|Net loss per common share - basic and diluted        |  | $                           | (0.01     | ) |                           | $
|                                                     |  |                             |           |   |                           |  
|Weighted average number of common shares outstanding |  |                             |           |   |                           |  
|during the period - basic and diluted                |  |                             | 1,000,000 |   |                           |  





See accompanying notes to financial statements





5







IBOD Imaging, Inc.

Statement of Stockholders' Equity

Six Months Ended June 30, 2012 and
Years Ended December 31, 2011 and 2010

(Unaudited)



|                                         |  |                                 |           |  |            |   |     | Retained 
Earnings |  |   | Total         | 
|---------------------------------------- |  | ------------------------------- | --------- |  | ---------- | - | --- | ------------------ |  | - | ------------- | 
|                                         |  | Common Stock, $0.0001 Par Value |           |  | Additional |   |     | (Accumulated       |  |   | Stockholders' | 
|                                         |  | Shares                          |           |  | Amount     |   |     | Paid in Capital    |  |   | Deficit)      | 
|                                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|Balance, December 31, 2010               |  |                                 | 1,000,000 |  |            | $ | 100 |                    |  | $ | 118,589       | 
|                                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|Net income, 2011                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|                                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|Balance, December 31, 2011               |  |                                 | 1,000,000 |  |            |   | 100 |                    |  |   | 118,589       | 
|                                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|Net loss, six months ended June 30, 2012 |  |                                 |           |  |            |   |     |                    |  |   |               | 
|                                         |  |                                 |           |  |            |   |     |                    |  |   |               | 
|Balance, June 30, 2012                   |  |                                 | 1,000,000 |  |            | $ | 100 |                    |  | $ | 118,589       | 



See accompanying notes to financial statements







6









IBOD Imaging, Inc.

Statements of Cash Flows

(Unaudited)





|                                                                    |  | Six Months Ended June 30, |        
|------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                    |  | 2012                      |        
|                                                                    |  |                           |        
|CASH FLOWS FROM OPERATING ACTIVITIES:                               |  |                           |        
|Net loss                                                            |  | $                         | (27,135
|Adjustments to reconcile net loss to net cash provided by (used in) |  |                           |        
|operating activities:                                               |  |                           |        
|Changes in operating assets and liabilities:                        |  |                           |        
|Deferred tax asset                                                  |  |                           | -      
|Receivable - other                                                  |  |                           | 93,250 
|Prepaid expenses                                                    |  |                           | (1,250 
|Accounts payable and accrued expenses                               |  |                           | (19,221
|Income taxes payable                                                |  |                           | (10,887
|Net Cash Provided by (Used In) Operating Activities                 |  |                           | 34,757 
|                                                                    |  |                           |        
|Net Increase (Decrease) in Cash                                     |  |                           | 34,757 
|                                                                    |  |                           |        
|Cash - Beginning of Period                                          |  |                           | 177,170
|                                                                    |  |                           |        
|Cash - End of Period                                                |  | $                         | 211,927
|                                                                    |  |                           |        
|SUPPLEMENTARY CASH FLOW INFORMATION:                                |  |                           |        
|Cash paid during the period for:                                    |  |                           |        
|Income taxes                                                        |  | $                         | -      
|Interest                                                            |  | $                         | -      



See accompanying notes to financial statements





7









IBOD Imaging, Inc.

Notes to Financial Statements

June 30, 2012

(Unaudited)









Note
1 Nature of Operations and Basis of Presentation



Nature of Operations



IBOD Imaging, Inc. (‘the Company’
or “Ibod’) developed technology associated with the imaging of the human body referred to as dynamic functional imaging.
In December 2011 Ibod sold the technology for cash and a royalty stream expiring February 2013, plus the non-exclusive right, which
expires in February 2016, to distribute the technology in the United States.



The Company generates revenue solely from
its licensing agreement.



Basis of Presentation



Prior to the bankruptcy and reorganization
discussed below, the Company previously reported under U.S. Securities and Exchange Commission rules and regulations under the
name DOBI Medical International, Inc.



The accompanying unaudited interim financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the
rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information
and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC.



The financial information as of December
31, 2011 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10 for the years
ended December 31, 2011 and 2010. The unaudited interim financial statements should be read in conjunction with the Company’s
Annual Report on Form 10, which contains the audited financial statements and notes thereto, together with the Plan of Operations
for the years ended 2011 and 2010.



Certain information or footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results
for the three and six months ended June 30, 2012 are not necessarily indicative of results for the full fiscal year.



Reorganization Proceedings



On June 14, 2007 (“Petition Date”),
the Company filed voluntary petition for relief under chapter 11 of the United States Code with the United States Bankruptcy Court. 
On October 26, 2007, the Company filed its Plan of reorganization, which was confirmed on February 19, 2008 (“Emergence Date”).
As a result, the Successor Company (IBOD) adopted fresh start accounting. The adoption of fresh start accounting resulted in the
Company becoming a new entity for financial reporting purposes with no assets or liabilities.



Note
2 Summary of Significant Accounting Policies



Use of Estimates



The preparation of financial statements
in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.





8











IBOD Imaging, Inc.

Notes to Financial Statements

June 30, 2012

(Unaudited)







Making estimates requires management to
exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or
set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly
from estimates.



Risks and Uncertainties



The Company's operations are subject to
significant risks and uncertainties including financial, operational, technological, and regulatory risks including the potential
risk of business failure.



Cash



The Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30,
2012 and December 31, 2011, respectively.



Fair Value of Financial Instruments



The Company measures assets and liabilities
at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents
the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction
between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset
or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value
on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.



The following are the hierarchical levels
of inputs to measure fair value:



| |  ̈ | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  ̈ | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
| |  ̈ | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.                                                                                                                             



The Company's financial instruments consisted
of accounts payable and accrued expenses. The carrying amounts of the Company's financial instruments generally approximated their
fair values as of June 30, 2012 and December 31, 2011, due to the short-term nature of these instruments.



Revenue Recognition



The Company records revenue when all of
the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product has been shipped by the third party,
(3) the royalty is fixed or determinable, and (4) collectability is reasonably assured.



Sale of Intellectual Property



In February 2007, prior to the bankruptcy
and reorganization, the Company transferred equipment, inventory, and the rights to use intellectual property to a third party
to continue the manufacture, development and distribution of these assets. The third party had the option to purchase these the
intellectual property assets for $250,000 by February 2012. In September 2011, the option was exercised and in December 2011, the
asset sale closed with the third party.





9











IBOD Imaging, Inc.

Notes to Financial Statements

June 30, 2012

(Unaudited)







Terms of the agreement were as follows:



| | ● | Intellectual property was sold for $250,000; $150,000 was received in September 2011 and the remaining $100,000 was received in January 2012.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The Company expects to receive royalty revenue through the February 14, 2013, the termination date of the agreement.
| | - | --------------------------------------------------------------------------------------------------------------------



Share-Based Payments



Generally, all forms of share-based payments,
including stock option grants, warrants and restricted stock grants are measured at their fair value on the awards’ grant
date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees
for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment,
whichever is more readily determinable. The expense resulting from share-based payments are recorded as general and administrative
expense.



Income Taxes



Provisions for federal and state income
taxes are calculated based on reported pre-tax earnings and current tax law.



Significant judgment is required in determining
income tax provisions and evaluating tax positions. The Company periodically assess its liabilities and contingencies for all periods
that are currently open to examination or have not been effectively settled based on the most current available information. When
it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax
liability and any applicable interest and penalties in the financial statements. Penalties and interest assessed by income taxing
authorities are included in operating expenses.



Deferred tax assets and liabilities are
recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial
statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents
the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.



The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records
a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized.
The Company evaluates its deferred tax assets and liabilities on a periodic basis.



At June 30, 2012 and December 31, 2011,
respectively, the Company did not believe it had any liabilities for uncertain tax positions.



Earnings (loss) per share



Basic earnings per share (“EPS”)
is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding
during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential
of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by
using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock
options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes
all dilutive potential of shares of common stock if their effect is anti-dilutive.





10











IBOD Imaging, Inc.

Notes to Financial Statements

June 30, 2012

(Unaudited)







A separate computation of diluted earnings
per share is not presented since the Company has no common stock equivalents.



Recent accounting pronouncements



There are no recent accounting pronouncements
that are expected to have an effect on the Company’s interim unaudited financial statements



Note 3 Commitments and Contingencies



Contingencies



Prior to the reorganization, there were
secured debenture holders (“holders”) who represented a component of the discharged liabilities in connection with
the bankruptcy. Following the sale of the 60th device employing the technology licensed (see revenue recognition policy note),
the holders would be entitled to royalties of 80% of the gross cash proceeds generated.



Litigations, Claims and Assessments



The Company may become involved in lawsuits
and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any
such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its
business, financial condition or operating results.



Note 4 Income Taxes



The Company recognizes deferred tax assets
and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities,
and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. The Company will establish
a valuation allowance to reflect the likelihood of realization of deferred tax assets.



Temporary differences, which give rise
to a net deferred tax asset, are as follows:



Deferred tax assets at June 30, 2012 and
December 31, 2011 are as follows:



|                                |  | 2012 |        |   | 2011 |  
|------------------------------- |  | ---- | ------ | - | ---- | -
|                                |  |      |        |   |      |  
|Net operating loss carryforward |  | $    | 2,000  |   |      | $
|Valuation allowance             |  |      | (2,000 | ) |      |  
|                                |  | $    | -      |   |      | $



The valuation allowance at June 30, 2012
and December 31, 2011 was $2,000 and $0, respectively. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which
those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities,
projected future taxable income, and tax planning strategies in making this assessment.





11











IBOD Imaging, Inc.

Notes to Financial Statements

June 30, 2012

(Unaudited)







The Company has not filed its federal or
state income tax returns for the years ended December 31, 2011, 2010, 2009 or 2008. Management plans to file all delinquent tax
returns by December 31, 2012.



Taxpayers who don’t file past due
returns are subject to the following:



| | · | Assessment of penalties and interest,
| | - | -------------------------------------

| | · | A substitute return may be filed by tax agency based on information the tax agency has from other
sources. It will not include any additional exemptions or expenses and may overstate the Company’s tax liability,
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Levy on bank account,
| | - | ---------------------

| | · | Federal and/or state tax lien
| | - | -----------------------------

| | · | Loss of net operating loss carryback; and
| | - | -----------------------------------------

| | · | Revocation of corporate charter
| | - | -------------------------------



During the three months ended June 30,
2012, the Company accrued and charged to operating expenses interest and penalties on its delinquent income tax returns of $556
and $7,432, respectively.



During the six months ended June 30, 2012,
the Company accrued and charged to operating expenses interest and penalties on its delinquent income tax returns of $1,011 and
$10,106, respectively.



For financial reporting purposes, the Company’s
federal and state taxable income related to 2008 was absorbed by the Company’s net operating losses for 2009 and 2010. The
Company carried back the entire federal net operating loss from 2009 and the portion of its federal net operating loss from 2010
sufficient to eliminate any prior period tax liability. The balance was carried forward and utilized in 2011 against taxable income.
Expected net operating losses for 2012 will be carried back to 2011 to reduce the 2011 tax liability.



The State of New Jersey does not allow
for the carryback of net operating losses, only a 20 year carryforward. The net operating losses from prior years were carried
forward and utilized in 2011 against taxable income. Expected net operating losses for 2012 will be carried forward to 2013.



The Company’s income tax liability
at June 30, 2012 is as follows:



|December 31, 2011                      |  | $ | 58,310  |  
|-------------------------------------- |  | - | ------- | -
|Net operating loss carryback - federal |  |   | (10,887 | )
|June 30, 2012                          |  | $ | 47,423  |  



Income tax benefit, of approximately $11,000
and $6,000, for the six months ended June 30, 2012 and 2011, respectively, is based on the Company's estimate of the effective
tax rate expected to be applicable for the full year 2012, which is 39%.





12









Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.



Forward Looking Statements



This quarterly report on Form 10-Q and
other reports filed by the Company from time to time with the SEC contain or may contain forward-looking statements (collectively
the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s
management as well as estimates and assumptions made by Company’s management.  Readers are cautioned not to place
undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof.  When
used in the Filings, the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company
or the Company’s management identify forward-looking statements.  Such statements reflect the current view of the
Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks
contained in the “Risk Factors” section of the Company’s Registration Statement on Form 10-12G, filed with the
SEC on April 16, 2012, relating to the Company’s industry, the Company’s operations and results of operations, and
any businesses that the Company may acquire.  Should one or more of these risks or uncertainties materialize, or should
the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended, or planned.



Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of
activity, performance, or achievements.  Except as required by applicable law, including the securities laws of the United
States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.



Our financial statements are prepared in
accordance with accounting principles generally accepted in the United States (“GAAP”).  These accounting
principles require us to make certain estimates, judgments and assumptions.  We believe that the estimates, judgments
and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments
and assumptions are made.  These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities
as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented.  Our
financial statements would be affected to the extent there are material differences between these estimates and actual results.  In
many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s
judgment in its application.  There are also areas in which management’s judgment in selecting any available alternative
would not produce a materially different result.  The following discussion should be read in conjunction with our financial
statements and notes thereto appearing elsewhere in this report.



Management's Discussion and Analysis
of Financial Condition and Results of Operations.



The following
plan of operation provides information which management believes is relevant to an assessment and understanding of our results
of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This
section includes a number of forward-looking statements that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these
forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from our predictions.



Plan of Operations



We completed a
clinical study in Beijing, China in early 2006 and submitted the documentation of this study for review by the Chinese State Food
and Drug Administration (“SFDA”), China’s medical device approving authority, which, in early 2007, approved
our ComfortScan® system as an adjunct to mammography for sale in China.



In
February 2007, we licensed our technology to a third party pursuant to an exclusive worldwide master distribution agreement (the
“License Agreement”) through which such third party (“XMDT”) pays royalties in connection with sale of
the ComfortScan® system.  Since the execution of the License Agreement in February 2007, the Licensee has sold approximately
thirty one (31) ComfortScan® systems, and has established
manufacturing operations in Lang Fang, China, a suburb of Beijing, in order to fulfill a sales backlog. Renewal of SFDA approval
was officially granted to XMDT on July 27, 2011. The application process included (i). Production Permit and Standard Expert Panel
Meeting, (ii). Quality System On-site Auditing and Approval,(iii) Product Safety Testing and Inspection, (iv). Clinical Trial,
Evaluation and Clinical Expert Panel Meeting, and (v). Material Submission, SFDA Administrative Review and Approval.The previous approval expired on March 17, 2011, and the application for renewal was begun
on March 15, 2011.





13







In December 2011,
the XMDT purchased the technology and all related intellectual property previously licensed through the License Agreement, and
the name “DOBI Medical International, Inc.” from us for a) $250,000, b) an extension of the royalty agreement through
February 2013 at a rate of $2,500 per device sold, and c) the right to act as a non-exclusive distributor of CS2
in the event that CS2 is approved for use in the United States by the United States Food and Drug Administration (“US FDA”).
This right expires in February 2016. During the 2012 second calendar quarter, 3 ComfortScan devices were sold by XMDT.



We have been told
by XMDT, that it plans to expand its customer base in China through delivery of the ComfortScan® system while conducting pilot
trials of CS2 to determine the efficacy of the CS2 device as a screening device. Further, the XMDT has informed us that in the
event that CS2 pilot trials are successful, the SMDT will seek approval to sell CS2 in China.  Once a customer base for
CS2 is established in China, XMDT plans to conduct larger clinical trials. In the event that these larger clinical trials are successful,
Licensee will likely seek a partner to obtain US FDA approval.



Limited Operating
History



We have not generated
an independent financial history and have not previously demonstrated that we will be able to expand our business. Our business
is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business
model and/or sales methods.



















Results of
Operations





For the Three
Months Ended June 30, 2012 and 2011:



|                                                       |  | Three Months Ended June 30, |        
|------------------------------------------------------ |  | --------------------------- | -------
|                                                       |  | 2012                        |        
|                                                       |  |                             |        
|Royalty Income                                         |  | $                           | 6,750  
|Total General and Administrative Expenses              |  | $                           | (19,387
|Income tax benefit (expense)                           |  | $                           | 2,207  
|Other Income                                           |  | $                           | -      
|Net Income (Loss)                                      |  | $                           | (10,430
|Net Income (Loss) per common share – basic and diluted |  | $                           | (0.01  





14







Total Income



The Company developed
technology associated with the imaging of the human body referred to as dynamic functional imaging. In December 2011 Ibod sold
the technology for cash and a royalty stream expiring February 2013, plus the non-exclusive right, which expires in February 2016,
to distribute the technology in the United States.



The Company earned
royalty revenue during the three months ended June 30, 2012 and 2011 of $6,750 and $0, respectively.



Total General
and Administrative Expenses



Total general
and administrative expenses for the three months ended June 30, 2012, were $19,387, as compared to $11,308 for the comparable three
months ended June 30, 2011.  The increase is primarily attributable to accounting and legal work for the company’s
Form 10 filing with the Securities Exchange Commission and penalties and interest charged to expense due to the Company’s
delinquent tax filings.



Income
Tax Benefit



The Company recognized
income tax benefit (expense) of $2,207 and $4,410 during the three months ended June 30, 2012 and 2011 from the utilization of
net operating losses.







For the Six
Months Ended June 30, 2012 and 2011:



|                                                       |  | Six Months Ended June 30, |        
|------------------------------------------------------ |  | ------------------------- | -------
|                                                       |  | 2012                      |        
|                                                       |  |                           |        
|Royalty Income                                         |  | $                         | 6,750  
|Total General and Administrative Expenses              |  | $                         | (44,772
|Income tax benefit (expense)                           |  | $                         | 10,887 
|Other Income                                           |  | $                         | -      
|Net Income (Loss)                                      |  | $                         | (27,135
|Net Income (Loss) per common share – basic and diluted |  | $                         | (0.03  















Total Income



The Company earned
royalty revenue during the six months ended June 30, 2012 and 2011 of $6,750 and $0, respectively.



Total General
and Administrative Expenses



Total general
and administrative expenses for the six months ended June 30, 2012, were $44,772, as compared to $14,182 for the comparable six
months ended June 30, 2011.  The increase is primarily attributable to accounting and legal work for the company’s
Form 10 filing with the Securities Exchange Commission and penalties and interest charged to expense due to the Company’s
delinquent tax filings.





15







Income
Tax Benefit



The Company recognized
income tax benefit of $10,887 and $5,531 during the six months ended June 30, 2012 and 2011 from the utilization of net operating
losses.



Liquidity and
Capital Resources



Liquidity is the
ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate
on an ongoing basis. We have been funding our operations through the sale of our common stock and intellectual property.



Our primary uses
of cash have been for legal and professional fees. The following trends are reasonably likely to result in a material decrease
in our liquidity over the near to long term:



| | · | The cost of being a public company
| | - | ----------------------------------



We are not aware
of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any
material way. We are not aware of any matters that would have an impact on future operations.



At
June 30, 2012, we had a cash balance of$211,927. We currently have no material commitments for
capital expenditures.



Our liquidity
may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated
with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other
rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly
increase our legal and financial compliance costs and to make some activities more time consuming and costly.



Operating activities



For the six
months ended June 30, 2012 the company’s operating activities generated cash of $34,757.



Critical Accounting
Policies and Estimates



Our significant
accounting policies are more fully described in Note 2 to our financial statements for the period ended June 30, 2012.



Our financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates,
including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We
base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported
amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions
or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in
the preparation of the financial statements.



Recent Accounting
Pronouncements



There are no recent
accounting pronouncements that are expected to have an effect on the Company’s financial statements.



Off-Balance
Sheet Arrangements



We do not have
any material off-balance sheet arrangements or liabilities.





16







Item 3. Quantitative and Qualitative
Disclosures about Market Risk.



We do not hold any derivative instruments
and do not engage in any hedging activities.



Item 4. Controls and Procedures.



(a) Evaluation of Disclosure Controls
and Procedures



Pursuant to Rule 13a- 15(b) under the Exchange
Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s
Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the
period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure
controls and procedures were not effectiveto ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s
management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.



(b) Changes in Internal Control over
Financial Reporting



There were no changes in our internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.





17







PART II—OTHER INFORMATION



Item 1. Legal Proceedings .



We are currently not involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations.  There is no
action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or
affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a material adverse effect.



Item 1A. Risk Factors.



There have been no material changes from
the risk factors previously disclosed in the Company’s Registration Statement on Form 10-12G, filed with the SEC on April
16, 2012.



Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.



There were no unregistered sales of the
Company’s equity securities during the quarter ended June 30, 2012, that were not otherwise disclosed on a Form 8-K.



Item 3. Defaults upon Senior Securities.



There has been no default in the payment
of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect
to any indebtedness of the Company.



Item 4. Mining Safety Disclosures.



Not applicable



Item 5. Other Information.



There is no other information required
to be disclosed under this item which was not previously disclosed.



Item 6. Exhibits.



|Exhibit No. |  | Description                                                                                                                                                   
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).* 
|            |  |                                                                                                                                                               
|31.2        |  | Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
|            |  |                                                                                                                                                               
|32.1        |  | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*            
|            |  |                                                                                                                                                               
|32.2        |  | Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*           

________________

|* | Filed herewith
|- | --------------





18









SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                      | IBOD IMAGING, INC. |                                                                                                                            
|--------------------- | ------------------ | ---------------------------------------------------------------------------------------------------------------------------
|                      |                    |                                                                                                                            
|Date: August 14, 2012 | By:                | /s/ Michael
    Jorgensen                                                                                                  
|                      |                    | Name: Michael Jorgensen                                                                                                    
|                      |                    | Title: Chief Executive Officer
        (Principal
        Executive Officer)                                               
|                      |                    |                                                                                                                            
|Date: August 14, 2012 | By:                | /s/ Michael Jorgensen                                                                                                      
|                      |                    | Name: Michael Jorgensen                                                                                                    
|                      |                    | Title: Chief Financial Officer
        (Principal
        Financial Officer)
        (Principal
        Accounting Officer)





19