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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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(MARK ONE)

|x | Quarterly Report Pursuant to Section 13
                              or 15(d) of the Securities Exchange Act of 1934 for the Quarterly
                              Period ended June 30, 2006.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OR



| ̈ | Transition Report Under Section 13 or
                              15(d) of the Securities Exchange Act of 1934 for the Period from ______ to ________.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------



Commission File Number: 000-29449

IMAGIN MOLECULAR CORPORATION

(Exact name of small business issuer as
          specified in its charter)



|                                                                             |  |                                                                          
|---------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|Delaware                                                                     |  | **13-4099008**                                                           
|(State
        or other jurisdiction of
      incorporation or organization) |  | (IRS
                                        Employer Identification No.)

**104
  W. Chestnut St. #315 
  Hinsdale, IL 60521**

(Address
  of principal corporate offices)

(630) 371-5583

(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 of 1934 during the past 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 x    NO ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

YES ̈NO x

As of August 17,
	2006, there were 67,266,617 shares of the Registrants Common Stock,  $.001
	par value, outstanding.

Transitional
  Small Business Disclosure Format

YES ̈NO x



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|                                                                                                        |  |   
|------------------------------------------------------------------------------------------------------- |  | --
|IMAGIN MOLECULAR
				CORPORATIONTABLE OF CONTENTS                                                       |  |   
|PART
				I. FINANCIAL INFORMATION                                                                       |  |   
|                                                                                                        |  |   
|Item 1. Financial Statements                                                                            |  |   
|                                                                                                        |  |   
|Consolidated Balance Sheets at June 30,
				2006 and December 31, 2005                                  |  | 1 
|                                                                                                        |  |   
|Consolidated Statements of Operations
				for the three and six months ended June 30, 2006 and
				2005 |  | 2 
|                                                                                                        |  |   
|Consolidated Statements of Cash Flows
				for the six months ended June 30, 2006 and 2005               |  | 3 
|                                                                                                        |  |   
|Notes to the Financial Statements                                                                       |  | 4 
|                                                                                                        |  |   
|Item 2. Managements Discussion
				and Analysis                                                        |  | 9 
|                                                                                                        |  |   
|Item 3. Controls and Procedures                                                                         |  | 11
|                                                                                                        |  |   
|PART
				II. OTHER INFORMATION                                                                          |  |   
|                                                                                                        |  |   
|Item 1. Legal Proceedings                                                                               |  | 12
|                                                                                                        |  |   
|Item 2. Unregistered Sales of
				Equity Securities and Use of Proceeds                                 |  | 12
|                                                                                                        |  |   
|Item 3.  Defaults
				Upon Senior Securities                                                            |  | 12
|                                                                                                        |  |   
|Item 4.
			  Submision Of Matters To A Vote Of Security Holders                                         |  | 12
|                                                                                                        |  |   
|Item 5 . Other Information                                                                              |  | 12
|                                                                                                        |  |   
|Item 6.  Exhibits                                                                                       |  | 12
|                                                                                                        |  |   
|Signature Page                                                                                          |  | 13





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PART
	I.   FINANCIAL INFORMATION



ITEM  I.
	   FINANCIAL STATEMENTS



The
  unaudited balance sheet of the Registrant as of June 30, 2006, the balance sheet
  at December 31, 2005, the unaudited statements of operations for the three and
  six months ended June 30, 2006 and 2005, and the unaudited statements of cash
  flows for the six month ended June 30, 2006 and 2005 follow. The unaudited financial
  statements reflect all adjustments that are, in the opinion of management, necessary
  to a fair statement of the results for the interim periods presented.



IMAGIN
	MOLECULAR CORPORATION



Consolidated Balance Sheets





June 30,
                                        2006
                              
                              
                              December 31,
                                        2005(Unaudited)**ASSETS**Current assets:Cash
                                                  and cash equivalents
                              
                              $
                              375
                              
                              
                              $
                              1,376Accounts
                                                  receivable
                              
                              
                              142,595
                              
                              
                              
                              Total
                                                  current assets
                              
                              
                              142,970
                              
                              
                              
                              1,376Other
                                                  assets:Interest
                                                  receivable
                              
                              
                              142,709
                              
                              
                              
                              72,226Convertible
                                                  notes receivable
                              
                              
                              1,425,000
                              
                              
                              
                              1,370,622Total
                                                  assets
                              
                              $
                              1,719,551
                              
                              
                              $
                              1,444,224**LIABILITIES AND STOCKHOLDERS
                                        DEFICIT**Current
                                                  liabilities:Accounts payable
                              
                              $
                              59,172
                              
                              
                              $
                              61,195Advance from shareholders
                              
                              
                              40,600
                              
                              
                              
                              253,974Accrued expenses
                              
                              
                              150,133
                              
                              
                              
                              Notes payable -
                                        other
                              
                              
                              180,000
                              
                              
                              
                              193,000Notes
                                                  payable affiliate
                              
                              
                              132,030
                              
                              
                              
                              Interest
                                                  payable
                              
                              
                              69,230
                              
                              
                              
                              58,903Total
                                                  current liabilities
                              
                              
                              631,165
                              
                              
                              
                              567,072Stockholders
                                                  Equity:Preferred
                                                  stock, 5,000,000 shares authorized, no shares issued and outstanding
                              
                              
                              
                              
                              
                              
                              Common
                                                  stock, $0.001 par value; 95,000,000 shares authorized, 67,266,617 and 50,680,311 shares
                                                  issued and outstanding, on June 30 , 2006 and December 31, 2005
                              
                              
                              67,267
                              
                              
                              
                              50,680Additional
                                                  paid in capital
                              
                              
                              2,826,065
                              
                              
                              
                              1,812,378Accumulated deficit
                              
                              
                              (1,804,946
                              )
                              
                              
                              (985,906
                              )Total
                                                  stockholders equity
                              
                              
                              1,088,386
                              
                              
                              
                              877,152Total
                                                  liabilities and stockholders equity
                              
                              $
                              1,719,551
                              
                              
                              $
                              1,444,224


See accompanying notes



1



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IMAGIN
	MOLECULAR CORPORATION



Consolidated
	Statements of Operations (Unaudited)



Three
                                        Months Ended
                              
                              
                              Six
                                        Months EndedJune 30,
                                        2006
                              
                              
                              June 30,
                                        2005
                              
                              
                              June 30,
                                        2006
                              
                              
                              June 30,
                                        2005Revenues:
                              
                              $
                              142,595
                              
                              
                              $
                              —
                              
                              
                              $
                              142,595
                              
                              
                              $
                              —Costs
                                                  of revenues:
                              
                              
                              167,150
                              
                              
                              
                              —
                              
                              
                              
                              167,150
                              
                              
                              
                              —Gross
                                                  profit
                              
                              
                              (24,555
                              )
                              
                              
                              —
                              
                              
                              
                              (24,555
                              )
                              
                              
                              —Operating Expenses:Professional
                                                  fees
                              
                              
                              777,941
                              
                              
                              
                              36,073
                              
                              
                              
                              794,627
                              
                              
                              
                              79,958Marketing,
                                                  general and administrative
                              
                              
                              83,539
                              
                              
                              
                              12,341
                              
                              
                              
                              90,531
                              
                              
                              
                              15,819Total
                                                  operating expenses
                              
                              
                              861,480
                              
                              
                              
                              48,414
                              
                              
                              
                              885,158
                              
                              
                              
                              95,776Loss
                                                  from operations
                              
                              
                              (866,035
                              )
                              
                              
                              (48,414
                              )
                              
                              
                              (909,713
                              )
                              
                              
                              (95,776
                              )Other
                                                  income (expense)Interest
                                                  income
                              
                              
                              56,319
                              
                              
                              
                              —
                              
                              
                              
                              124,861
                              
                              
                              
                              —Interest
                                                  expense
                              
                              
                              (3,250
                              )
                              
                              
                              (6,387
                              )
                              
                              
                              (10,328
                              )
                              
                              
                              (12,599
                              )Other
                                                  (expense) income
                              
                              
                              (24,493
                              )
                              
                              
                              625
                              
                              
                              
                              (23,860
                              )
                              
                              
                              2,144Total
                                                  other income (expense)
                              
                              
                              28,576
                              
                              
                              
                              (5,762
                              )
                              
                              
                              68,686
                              
                              
                              
                              (10,455
                              )Net
                                                  loss
                              
                              $
                              (857,459
                              )
                              
                              $
                              (54,176
                              )
                              
                              $
                              (819,040
                              )
                              
                              $
                              (106,231
                              )Net
					loss per share
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.002
                              )
                              
                              $
                              (0.01
                              )
                              
                              $
                              (0.005
                              )Weighted
                                                  average common shares
                              
                              
                              65,281,452
                              
                              
                              
                              23,972,256
                              
                              
                              
                              63,929,328
                              
                              
                              
                              21,471,886


See accompanying notes



2



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|                                                                                         |   |          |   |                     |          |   |                  |  | 
|---------------------------------------------------------------------------------------- | - | -------- | - | ------------------- | -------- | - | ---------------- |  | 
|IMAGIN
				MOLECULAR CORPORATION
			
			Consolidated Statements of Cash Flows(Unaudited)
|                                                                                         |   |          |   | Six
			Months Ended |          |  
|                                                                                         |   |          |   | June
			30, 2006    |          |   | June 30,
			2005 |  | 
|                                                                                        
|Cash flows
			from operating activities:                                                 |   |          |   |                     |          |   |                 
|Net
			loss                                                                              | $ | (819,040 | ) | $                   | (106,231 | ) |                 
|Adjustment
			to reconcile net loss to netcash                                           |   |          |   |                     |          |   |                 
|used in operating activities                                                             |   |          |   |                     |          |   |                 
|Common stock issued for services                                                         |   | 763,000  |   |                     | 9,794    |   |                 
|Depreciation expense                                                                     |   | 570      |   |                     | —        |   |                 
|Amortization of discount on notes receivable                                             |   | (54,738  | ) |                     | —        |   |                 
|Changes in operating assets and liabilities:                                             |   |          |   |                     |          |   |                 
|Accounts receivable                                                                      |   | (142,595 | ) |                     | —        |   |                 
|Interest receivable                                                                      |   | (70,483  | ) |                     | —        |   |                 
|Accounts payable and accrued liabilities                                                 |   | 148,409  |   |                     | 12,057   |   |                 
|Interest payable                                                                         |   | 10,328   |   |                     | 12,599   |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|Net cash used in operating activities                                                    |   | (164,189 | ) |                     | (71,781  | ) |                 
|                                                                                        
|Cash flows
			from investing activities:                                                 |   |          |   |                     |          |   |                 
|Purchase
			of fixed assets                                                              |   | (9,442   | ) |                     | —        |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|Net
			cash used in investing activities                                                 |   | (9,442   | ) |                     | —        |   |                 
|                                                                                        
|Cash flows
			from financing activities:                                                 |   |          |   |                     |          |   |                 
|Advances
			from shareholders                                                            |   | 40,600   |   |                     | 25,000   |   |                 
|Issuance
			of notes                                                                     |   | —        |   |                     | 50,000   |   |                 
|Advance
			from affiliate                                                                |   | 132,030  |   |                     | —        |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|Net
			cash provided by financing activities                                             |   | 172,630  |   |                     | 75,000   |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|                                                                                        
|Net increase
			(decrease) in cash                                                       |   | (1,001   | ) |                     | 3,219    |   |                 
|                                                                                        
|Cash at beginning
			of period                                                           |   | 1,376    |   |                     | 1,625    |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|Cash at end
			of period                                                                 | $ | 375      |   | $                   | 4,844    |   |                 
|                                                                                         |   |          |   |                     |          |   |                 
|Supplemental
			cash flow information:                                                   |   |          |   |                     |          |   |                 
|Interest
			paid                                                                         |   | —        |   |                     | —        |   |                 
|Income
			taxes paid                                                                     |   | —        |   |                     | —        |   |                 
|                                                                                        
|                                                                                        
|See
				accompanying notes
			
			
			3                                                 





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IMAGIN
  MOLECULAR CORPORATION

CONSOLIDATED
  STATEMENT OF CASH FLOWS

(Continued)



Supplementary Schedule of Noncash Transactions

2006

On January 4, 2006, the Company issued 481,481 shares of common stock,
	par value $.001 per share, to a non-affiliated shareholder in final satisfaction of
	advances in the aggregate amount of $13,000 made to the Company. The shares were valued
	at $0.027 per share.

On January 4, 2006, the Company issued 7,054,825 shares of common stock,
	par value $.001 per share, to an affiliated shareholder in final satisfaction of advances
	in the aggregate amount of $253,974 made to the Company. The shares were valued at
	$0.036 per share.

On April 13, 2006, the Company issued 50,000 shares of common stock, par
	value $.001 per share, to a consultant for services performed.  The shares
	were valued at $0.26 per share.

On May 26, 2006, the Company issued 3,000,000 shares of common stock,
	par value $.001 per share, to a consultant for services performed. The shares were
	valued at $0.17 per share.

2005

On March 28, 2005, the Company issued 200,000 shares of common stock,
	par value $.001 per share, to a consultant for website development services performed.
	The shares were valued at $.04 per share.

On April 5, 2005, the Company issued 100,000 shares of common stock,
	par value $.001 per share, to a consultant for services performed. The shares were
	valued at $.008 per share.

On June 23, 2005, the Company issued 125,000 shares of common stock,
	par value $.001 per share, to a consultant for services performed. The shares were
	valued at $.008 per share.

On June 29, 2005, we purchased Positron Corp. convertible promissory notes from Imagin Diagnostics Corp. ("IDC")
          for 30,000,000 restricted shares valued at $1,304,000. The value was determined by the actual cash paid by IDC for the notes.

.

The accompanying notes are an integral part of the financial statements.



4

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IMAGIN MOLECULAR CORPORATION

SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   BUSINESS ORGANIZATION

Imagin Molecular Corporation ("Imagin") (FKA) Cipher Holding Corporation ("Cipher"), was originally incorporated
          under the laws of the State of Colorado. Cipher commenced operations upon incorporation and has been in the development stage
          since then and has had very little revenue. Imagin's wholly-owned subsidiary Cipher Multimedia, Inc. operates Cipher's original
          business, a digital distribution solution and marketing company which secures and allows access to digital content through proprietary
          encoding, encryption and authorization technology.

In 2005 Imagin's Board of Director's resolved to change the Company's principal operations from multimedia encryption
          technology to positron emission tomography and medical imaging. Operations began in the second quarter of 2006 and the Company
          no longer operates in the development stage.See Positron Acquisition Corp. and Imagin Nuclear
          Partners discussions below.

Positron Acquisition Corp.

On April 19, 2005, the Company organized a wholly owned subsidiary company, under the laws of the state of Nevada,
          named Positron Acquisition Corp. ("PAC"). Imagin's original intent to create PAC was to acquire controlling interest in Positron
          Corporation, a publicly owned Texas corporation. Imagin no longer intends to acquire a controlling interest in Positron Corporation
          and PAC now serves as a holding company for Positron Corporation's securities.

On May 23, 2005 our Board of Directors and shareholders holdings, approximately 60.1% of the Company's issued and
          outstanding and common stock par value $.001 per share (the "Common Stock"), approved a Securities Exchange Agreement (the "Exchange")
          between our wholly-owned subsidiary Positron Acquisition Corp., a Nevada corporation ("PAC") and Imagin Diagnostic Centres,
          Inc., a Canadian corporation ("IDC"). Pursuant to the terms of the Exchange, we issued 30,000,000 shares (the "Exchange Shares")
          of our common stock, par value $.001 per share (the "Common Stock") in exchange for three convertible promissory notes issued
          by Positron Corporation, a publicly owned Texas corporation ("Positron") (the "Positron Notes"). The Positron Notes are convertible
          into shares of Positron's Series C and Series D Preferred Stock which convert, under certain circumstances, into 64,000,000
          shares of Positron's common stock, par value $.01 per share (the "Conversion Shares").

In accordance with the terms of the Exchange and the issuance of the Exchange Shares to IDC, IDC became the controlling
          shareholder of the Company being the beneficial owner of 30,000,000 of the 49,430,311 issued and outstanding shares of Common
          Stock upon consummation of the Exchange on June 29, 2005. IDC has since paid a dividend of the Exchange Shares to its individual
          equity holders on a pro rata basis.

Imagin Nuclear Partners Corporation

In 2006, the Company's wholly-owned subsidiary Imagin Nuclear Partners
	Corporation, a New York Corporation ("INP"), commenced scanning patients using Positron
	Emission Tomography myocardial perfusion imaging technology ("PET" or "PET imaging
	technology") at a cardiac imaging center located in Beth Israel Medical Center in
	New York City. In June 2006 the Company received regulatory approval from Medicaid
	and expects their Medicare approval by August 2006. The Company has performed PET
	imaging on more than 100 patients.  The Company operates under a memorandum of
	understanding with Beth Israel Medical Center and Manhattan Cardiac PET Imaging, PLLC,
	owned by Andrew Van Tosh, M.D., a well known nuclear cardiologist in the New York
	City imaging community. The Company is aggressively moving toward definitive agreements
	with all parties.



5

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NOTE 2.  BASIS OF PRESENTATION

The interim financial statements included herein are presented in accordance with United States generally accepted
          accounting principles and have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and
          Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared
          in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations,
          although we believe that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
          management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial
          statements be read in conjunction with our audited financial statements and notes thereto included in its Form 10-KSB for the
          fiscal year ended December 31, 2005. Results of operations for the interim periods are not indicative of annual results.

NOTE 3.GOING CONCERN

These financial statements have been prepared in accordance with generally
	accepted accounting principles applicable to a going concern, which contemplates the
	realization of assets and the satisfaction of liabilities and commitments in the normal
	course of business. The Company has sustained losses since inception and has accumulated
	losses of $1,804,946 as of June 30, 2006. The Company's ability to continue as a going
	concern is dependent upon the successful completion of additional financing arrangements
	and its ability to develop and sell its services. Management plans to raise equity
	capital to finance the operating and capital requirements of the Company. While we
	are expending our best efforts to achieve the above plans, there is no assurance that
	such activity will generate sufficient funds to accomplish its business purpose, or
	that our business plan will be successful.

NOTE 4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Nature of Operations

For the periods ended June 30, 2006 and June 30, 2005, the financial statements include the transactions of Cipher
          Multimedia, Inc., Positron Acquisition Corp. and Imagin Nuclear Partners Corporation (subsidiaries). All intercompany transactions
          have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less to be cash
          equivalents.

Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for
          Income Taxes". Under Statement No. 109, the asset and liability method is used in accounting for income taxes. Deferred taxes
          are recognized for temporary differences between the bases of assets and liabilities for financial statement and income tax
          purposes. The temporary differences relate primarily to net operating loss carryforwards. A valuation allowance is recorded
          for deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized through
          future operations.



6

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Loss Per Share

Loss per share is computed based on the weighted average number of shares of common stock outstanding.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United
          States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 5.IMAGIN DIAGNOSTIC CENTRES, INC. CONVERTIBLE NOTES RECEIVABLE

On June 29, 2005, we purchased notes receivable for 30,000,000 restricted shares valued at $1,304,000. Below is
          a brief history of those notes. On May 26, 2004 and June 17, 2004, Positron Corporation (PC) sold two separate secured convertible
          promissory notes under a Note Purchase Agreement dated May 21, 2004, to IMAGIN Diagnostic Centres, Inc. ("IDC") in the principal
          amounts of $400,000 and $300,000, respectively. Interest is charged on the outstanding principal at the rate of ten percent
          (10%) per annum and is payable annually to the extent of positive cash flow of PC on the anniversary dates of these notes. The
          principal and any unpaid interest must be paid on the earlier to occur of May 21, 2006 or when declared due and payable by IDC
          upon occurrence of an event of default. The Company and PC have agreed to extend the due date to September 30, 2006. Interest
          will continue to accrue at 10% per annum. The notes are initially convertible into new shares of Series C Preferred Stock that,
          in turn are convertible into an aggregate of 35,000,000 shares of the PC's common stock. These notes are collateralized by all
          of the assets of PC. As of June 30, 2006, principal of $800,000 has been advanced and remains outstanding related to these notes.

In a second stage of the financing IDC agreed to purchase additional secured convertible promissory notes in the
          aggregate principal amount of $1,300,000. These notes were to be purchased over a six and a half month period, commencing July
          15, 2004. These notes are due and payable on May 21, 2006, the due date was subsequently extended to September 30, 2006. These
          notes are initially convertible into new shares of Series D Preferred Stock that, in turn is convertible into an aggregate of
          52,000,000 shares of PC's common stock. As of June 30, 2005, principal of $1,208,500 has been advanced related to these notes.
          On June 30, 2005, IDC converted $575,000 of these promissory notes into shares of Series D Preferred Stock that, in turn were
          converted into 23,000,000 shares of the PC's common stock. This conversion reduced the principal owed under these promissory
          notes from $1,208,500 to $633,500. We did not purchase the notes ($575,000) that were converted on June 30, 2005 for 23,000,000
          shares of Positron.

The agreements with IDC provided for a $200,000 transaction fee payable
	to IDC upon completion of the financing. Under terms of these agreements, this fee
	obligation was to be reduced by an amount equal to $0.02 multiplied by the number
	of warrants issued to IDC. The agreements with IDC also provided for the issuance
	of new warrants for the purchase of 4,575,000 shares of common stock, which resulted
	in a $91,500 decrease in this fee obligation to $108,500. This fee obligation is included
	in the principal of the notes payable to IDC at June 30, 2005. The Company allocated
	the proceeds received from this convertible debt with detachable warrants using the
	relative fair value of the individual elements at the time of issuance. The notes
	payable to IDC contain an unamortized discount that is being amortized over the term
	of the notes payable.



7

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6.      NOTES PAYABLE

Notes payable includes $130,000 to two related parties which is due December
	31, 2006, and accrues interest at a rate of 10% per annum. Accrued interest on the
	note was $32,500 as of June 30, 2006. The note is convertible into1,386,667 shares
	of our common stock. The Company also has a note payable to another related party
	in the amount of $50,000.

In 2006, former President and Chairman, Patrick G. Rooney advanced the Company $40,500. The
	Company also owes Mr. Rooney $29,400 of accrued interest related to previously settled
	notes and advances.



7.      STOCKHOLDERS' EQUITY

On January 2, 2006, the Company entered into a settlement agreement with a non-affiliated shareholder whereby the
          Company issued 481,481 shares of the common stock in full and final satisfaction of Ms. Rzeppa's unpaid and unreimbursed expenses
          and advances made on behalf of the Registrant in the aggregate amount of $13,000. The obligation was converted at the closing
          bid price of the Company's common stock as of the settlement date ($0.27) .

On January 2, 2006 the Company entered into an additional settlement
	agreement with Patrick Rooney, the Registrant's former Chairman, President and Chief
	Executive Officer and affiliate shareholder whereby Mr. Rooney agreed to accept 7,054,825
	of the Company's common stock in exchange for the full and final satisfaction of unpaid
	and unreimbursed expenses in the aggregate amount of $253,974. The obligation was
	converted into shares of the Company's common stock at the average of the closing
	bid price five (5) trading days preceding the conversion ($0.36) .

During the six months ended June 30, 2006 the Company issued 9,050,000
	shares of common stock in exchange for consulting and other professional services
	and recorded professional fees expenses of $763,000 to reflect the fair market value
	of the common shares issued.



8

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ITEM 2.   Management's Discussion And Analysis Or Plan Of Operation

Commencement of Operations of Imagin Nuclear Partners

Results for the three months ended June 30, 2006 include the operations
	of the Company's wholly-owned subsidiary Imagin Nuclear Partners ("INP"). In 2006,
	INP commenced scanning patients using Positron Emission Tomography myocardial perfusion
	imaging technology ("PET" or "PET imaging technology") at a cardiac imaging center
	located in Beth Israel Medical Center in New York City. Prior to INP's operations
	the Company was a development stage company generating very little revenue. In 2005
	Imagin's Board of Director's resolved to change the Company's principal operations
	from multimedia encryption technology to positron emission tomography and medical
	imaging. All of the Company's revenues and a large majority of its operating expenses
	were generated in INP during the three month period ended June 30, 2006.

Results of Operations

The Company had net losses of $857,459 and $819,040 for the three and
	six month periods ended June 30, 2006. Net losses for the same periods in 2005 were
	$54,176 and 106,230, respectively. The Company issued a significant amount of common
	stock in exchange for consulting services which resulted in the significant increase
	in net loss in 2006.

Revenues

INP generated revenue through patient scans at Beth Israel. Revenue includes both in-patient and out-patient scans
          at the facility and totaled $142,595 for the three and six month period ended June 30, 2006. Cost of revenues, which are mostly
          fixed monthly costs involved with performing scans including operation of the PET imaging machines, were $167,150 for the three
          and six month period.

Operating Expenses

Marketing general and administrative expenses for the three months and
	six months ended June 30, 2006 were $83,539 and $90,531, respectively as compared
	to $12,341 and $15,819 for the same periods in 2005. The significant increases are
	due primarily to administrative costs at the Beth Israel facility including rent,
	personnel and other overhead.

Professional fees for the three and six month period ended June 30, 2006
	were $777,941 and 794,627, respectively. For the same periods in 2005 professional
	fees totaled $36,073 and 79,958. During the current quarter the Company issued common
	stock in exchange for consulting and other services. The fair market value of the
	shares issued was $763,000. Other professional fees include legal and accounting.

Other Income (Expense)

Interest income represents accrued interest on the notes receivable from
	Positron Corporation including amortization of discount. Interest income for the quarter
	was $56,319 and $124,861 for the three and six months ended June 30, 2006, respectively.

Other expenses for the three and six months ended June 30, 2006 includes a $25,000 settlement payment to a former
          officer of the Company's wholly-owned subsidiary Cipher Multimedia Inc.

Financial Condition

The Company had cash and cash equivalents of $375 and accounts receivable of $142,595 on June 30, 2006. On the
          same date, accounts payable and accrued liabilities outstanding totaled $278,535.  The Company is dependent upon the success
          of INP and PET scanning and/or raising additional debt or equity financings to resolve the Company's liquidity issues and allow
          it to continue to operate as a going concern.



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The Company's principal source of cash flows since inception has been through notes payable to shareholders or
          other related parties and issuances of common stock.

On June 30, 2006 the Company had an accumulated deficit of $1,804,946 and total equity of $1,088,386.

Effects of Inflation

The Registrant believes that the relatively moderate rate of inflation over the past few years has not had a significant
          impact on the Registrant's financial position or operating results. Future Plans Our Digital Rights Management technology allows
          publishers and distributors to mass distribute, full-feature video and/or software in a secure format. Secured digital content
          is delivered in the form of CD/DVD's, PC disk drives, and Internet download. Once received, the consumer has the ability to
          view a trailer of the video or demo the software before the decision to purchase and unlock the full product for immediate use
          on PC. The purchase and delivery transactions are immediate and facilitated through our transaction processing service. Our
          technology protects publisher's content from copyright infringement. This delivery of secure content enables publishers and
          distributors to gain exposure through mass distribution, create and immediately fulfill demand for digital product. We develop
          unique and cost effective distribution campaigns for software and video content publishers. We enable publisher's exposure and
          delivery to the end consumer on a massive scale. Utilizing our technology and services, publishers produce multimedia CD's that
          introduce, promote and sell digital content for immediate use on customer's PC. Publishers can also offer an additional up sell
          opportunity to customers by offering an additional feature on the unused portion of their own DVD's that can be purchased and
          immediately used by the consumer on their PC. Our distribution solution focus is the development of campaigns that assist our
          clients with greater reach and increased sales of products. Our services benefit the following; major and independent film studios,
          software publishers, monthly magazine and catalog companies, retail stores, Internet retailers, computer manufacturers, Internet
          Service Providers and digital content direct marketing companies. These companies represent substantial distribution opportunities
          of CD's, DVD's, PC hard drives and Internet downloads per year.

Forward Looking Statements

This report includes "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act and Section
          21E of the Exchange Act. Any statements that express or involve discussions with respect to predictions, expectations, beliefs,
          plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such
          as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends",
          or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved)
          are not statements of historical fact and may be considered "forward looking statements". Such statements are included, among
          other places in this registration statement, in the sections entitled "Management's Discussion and Analysis or Plan of Operation,"
          "Description of Business" and "Description of Property." Forward-looking statements are based on expectations, estimates and
          projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results
          or events to differ materially from those presently anticipated. Although we believe that the expectations reflected in such
          forward-looking statements are reasonable, the Registrant can give no assurance that such expectations will prove to have been
          correct.



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ITEM 3.   Controls And Procedures

(a) Evaluation of disclosure controls and procedures

An evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures
          (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of June 30, 2006 was carried out under the supervision and with
          the participation of the Company's management, including the President and Chief Executive Officer and the Chief Financial Officer
          ("the Certifying Officers"). Based on that evaluation, the Certifying Officers concluded that the Company's disclosure controls
          and procedures are effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports
          filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods
          specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
          designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange
          Act is accumulated and communicated to management, including our President and Chief Financial Officer, as appropriate, to allow
          timely decisions and timely reporting regarding required disclosure.

(b) Changes in internal controls

There was no change to the Company's internal control over financial reporting during the quarter ended June 30,
          2006 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



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PART II
				- OTHER INFORMATIONITEM 1.
				 Legal ProceedingsNone.ITEM 2.Unregistered
				Sales of Equity Securities and Use of ProceedsNone.ITEM 3.
				 Defaults Upon Senior SecuritiesNone.ITEM 4.
				 Submission of Matters to Vote
				of Security HoldersNone.ITEM 5.
				 Other InformationNone.ITEM 6.
				 Exhibits and Reports on Form 8-Ka. Exhibits.Exhibit
				31.1 - Certification of Chief Executive OfficerExhibit 31.2 - Certification
				of Chief Financial OfficerExhibit
				32.1 - Certification of Chief Executive OfficerExhibit 32.2 - Certification
				of Chief Financial Officerb. Reports on Form 8-K.Current
							Report on Form 8-K, filed
							on July 19, 2006 reporting
							the dismissal of Bloom
							&Company,
							LLP as the Company's registered
							public accounting firm
							and the retention of Frank L. Sassetti &
							Co., as its registered
							public accounting firm.




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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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, in the City of New York, State
	of New York on August 17, 2006.

|                                 
|---------------------------------
|Imagin Molecular Corporation     
|                                 
|By:/s/ Corey Conn                
|Corey Conn                       
|Chief Executive Officer, Director

Pursuant to the requirements of the Section 13 or 15(d) 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, in the City of New York, State
	of New York on August 17, 2006.

|                            
|----------------------------
|Imagin Molecular Corporation
|                            
|By:/s/ Neil Sy              
|Neil Sy                     
|Chief financial Officer     





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Exhibit Index



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