U.S. SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
 
 FORM 10-QSB/A
 (Mark One)
  (x)
Quarterly Report under section 13 or 15(d) of the Securities Exchange Act of
1934
 for the quarterly period ended June 30, 2005.
  ( )
Transition report under section 13 or 15(d) of the Securities Exchange Act of
1934
 for the
transition period from _____________ to _____________.
 
 Commission
File Number: 000-29449
 
 IMAGIN MOLECULAR CORPORATION
 (Formerly known as)
 Cipher Holding Corporation
 (Name of small business in its charter)
 Delaware
    13-4099008(State
      or other Jurisdiction of Incorporation)
    (IRS
      Employer Identification No.)
 
 3801 N.
Washington St. Oak Brook, IL 60523
 (Address
of Principal executive Offices including Zip Code)
 
 (630)
371-5583
  (Registrant's
Telephone Number)
 
 Indicate
by check mark whether Registrant (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act during the proceeding 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 [ ]
 
 State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:
 
 Shares of Common Stock outstanding at August 2, 2005: 49,430,311
                              shares
 
 Documents
incorporated by reference: None
 
 Transitional
Small Business Disclosure Format (check one): Yes [ X ] No [ ]
   
   IMAGIN MOLECULAR CORPORATION
 (Formerly known as)
 Cipher Holding Corporation
 FORM 10-QSB/A - QUARTER ENDED JUNE 30, 2005
 
 INDEX
 
 PART
      I
    FINANCIAL INFORMATIONItem
      1.
    Financial
      StatementsBalance Sheets at June 30, 2005 (Unaudited)
                                                                      and December 31, 2004 (Audited)Statements of Operations for the six Months
                                                                      ended June 30, 2005 and 2004, and ThreeMonths ended June 30, 2005 and 2004 (Unaudited)Statements of Cash Flows for the Six Months
                                                                      Ended June 30, 2005 and 2004(Unaudited)Notes to Financial StatementsItem
      2.
    Management's Discussion and AnalysisItem
      3.
    Controls and ProceduresPART
      II
    OTHER
      INFORMATIONItem
      6.
    Exhibits and Reports on Form 8-KSIGNATURESEXHIBITS
 **PART I - FINANCIAL INFORMATION**
 
 **ITEM
1. FINANCIAL STATEMENTS**
 
 The unaudited balance sheet of the Registrant as of June 30, 2005, the audited balance sheet at December 31, 2004, and the unaudited statements of operations for the six months ended June 30, 2005 and 2004 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 
                    (FORMERLY KNOWN AS) 
                    Cipher Holding Corporation 
                    (A Development Stage Company) 
                    Consolidated Balance Sheets**
 
 June 30,
                                        
                                        December 31,2005
                                        
                                        2004(Unaudited)
                                        
                                        (Audited)ASSETSCash
                                        
                                        $
                                        4,844
                                        
                                        $
                                        1,625Total Current Assets
                                        
                                        
                                        4,844
                                        
                                        
                                        1,625Convertible notes receivable
                                        
                                        $
                                        1,304,000
                                        
                                        $
                                        —Total Assets
                                        
                                        $
                                        1,308,844
                                        
                                        $
                                        1,625LIABILITIES AND STOCKHOLDERS’ DEFICITAccounts payable
                                        
                                        $
                                        33,252
                                        
                                        $
                                        21,196Notes payable to shareholders’
                                        
                                        
                                        250,974
                                        
                                        
                                        225,974Notes payable - Other
                                        
                                        
                                        180,000
                                        
                                        
                                        130,000Interest payable
                                        
                                        
                                        45,879
                                        
                                        
                                        33,279Total Current Liabilities
                                        
                                        
                                        510,105
                                        
                                        
                                        410,449Commitments and contingencies stockholders’ (Deficit):Preferred stock, 5,000,000 share authorized, no shares issued
                                                            and outstanding
                                        
                                        
                                        —
                                        
                                        
                                        —Common stock, $0.001 par value; 95,000,000 shares authorized
                                                            and 49,430,311 and 19,205,311 shares issued and outstanding, on June 30, 2005
                                                             and December 31, 2004.
                                        
                                        
                                        49,631
                                        
                                        
                                        19,206Additional paid-in capital
                                        
                                        
                                        1,765,927
                                        
                                        
                                        482,558(Deficit) accumulated during the development stage
                                        
                                        
                                        (1,016,819
                                        )
                                        
                                        (910,588Total Stockholders' (Deficit)
                                        
                                        
                                        (798,739
                                        )
                                        
                                        (408,824Total Liabilities and Stockholders' (Deficit)
                                        
                                        $
                                        1,308,844
                                        
                                        $
                                        1,625
 
 The
      accompanying notes are an integral part of the financial
      statements.
  **IMAGIN MOLECULAR CORPORATION 
                                        (FORMERLY KNOWN AS) 
                                        Cipher Holding Corporation 
                                        (A Development Stage Company) 
                                        Consolidated Statement Of Operations 
                                        For The Three Month Period Ended June 30, 2005 And 2004**


|                                                                                                                 | 
|---------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                 | 
|                                                                                                                 | 
|                                                                                                                 | 
|                                                                                                                 | 
|Revenues:                                                                                                        | 
|                                                                                                                 | 
|Operating expenses:                                                                                              | 
|Professional fees                                                                                                | 
|Marketing, general, and administrative                                                                           | 
|                                                                                                                 | 
|Total operating expenses                                                                                         | 
|                                                                                                                 | 
|Operating loss                                                                                                   | 
|                                                                                                                 | 
|Other expenses:                                                                                                  | 
|Interest expense                                                                                                 | 
|Total Other expenses:                                                                                            | 
|                                                                                                                 | 
|Net income (loss)                                                                                                | 
|                                                                                                                 | 
|Provision for income taxes:                                                                                      | 
|Tax benefit of loss carryforward                                                                                 | 
|                                                                                                                 | 
|Net income (loss)                                                                                                | 
|                                                                                                                 | 
|Per share amounts:                                                                                               | 
|Loss per share                                                                                                   | 
|                                                                                                                 | 
|Weighted average common shares                                                                                   | 
|                                                                                                                 | 
|                                                                                                                 | 
|The accompanying notes are an integral part of the financial
                                        statements.

****





**IMAGIN MOLECULAR CORPORATION
          (FORMERLY KNOWN AS)
          Cipher Holding Corporation
          (A Development Stage Company)
          Consolidated Statement Of Cash Flows
          For The Six Month Period Ended June 30, 2005 And 2004 And
          The Period From September 13, 2002 (Inception) To June 30, 2005**


Six months ended
                              
                              September 13,2002 toJune 30,
                              
                              June 30,
                              
                              June 30,2005
                              
                              2004
                              
                              2005Cash Flows From Operating Activities:Net (loss)
                              
                              $
                              (106,231
                              )
                              $
                              ( 223,456
                              )
                              $
                              (1,016,819
                              )Adjustments to Reconcile Net (Loss)to Net Cash (Used) by Operating Activities:Shares issued for services
                              
                              
                              9,794
                              
                              
                              184,650
                              
                              
                              468,644Changes in operating current assets and
                                        LiabilitiesInterest expense-beneficial conversion
                              
                              
                              —
                              
                              
                              —
                              
                              
                              95,514Shares issued for services
                              
                              
                              —
                              
                              
                              3,887
                              
                              
                              —Accounts payable
                              
                              
                              12,057
                              
                              
                              ( 1,455
                              )
                              
                              33,253Interest payable
                              
                              
                              12,599
                              
                              
                              2,876
                              
                              
                              45,880Net Cash (Used) by Operating Activities
                              
                              
                              (71,781
                              )
                              
                              (33,500
                              )
                              
                              (373,528
                              )Cash Flows From Financing Activities:Notes payable shareholders'
                              
                              
                              25,000
                              
                              
                              —
                              
                              
                              100,97255,042Payment of notes
                              
                              
                              —
                              
                              
                              (125,000)
                              
                              
                              (125,000)
                              )Issuance of notes
                              
                              
                              50,000
                              
                              
                              130,000
                              
                              
                              180,000Issuance of common stock
                              
                              
                              —
                              
                              
                              —
                              
                              
                              112,400Loans payable - related party
                              
                              
                              —
                              
                              
                              28,757
                              
                              
                              —Additional paid-in-capital
                              
                              
                              —
                              
                              
                              —
                              
                              
                              110,000Net cash flows provided by (used in) Financing activities
                              
                              
                              75,000
                              
                              
                              33,757
                              
                              
                              378,372Net increase in cash
                              
                              
                              3,219
                              
                              
                              257
                              
                              
                              4,844Cash at beginning of period
                              
                              
                              1,625
                              
                              
                              230
                              
                              
                              —Cash at end of period
                              
                              $
                              4,844
                              
                              $
                              487
                              
                              $
                              4,844





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








**IMAGIN MOLECULAR CORPORATION 
                              (FORMERLY KNOWN AS) 
                              Cipher Holding Corporation 
                              (A Development Stage Company) 
                              Consolidated Statement of Cash Flows 
                              For The Six Month Period Ended June 30, 2005 And 2004 And 
                              The Period From September 13, 2002 (Inception) To June 30, 2005 
                              (CONTINUED)**





SUPPLEMENTARY SCHEDULE OF NONCASH TRANSACTIONS




2004


During the year ended December 31, 2004, 1,552,500 shares were issued in exchange for consulting services,
                              which amounted to $76,973.
                              The amount of $10,746, the proceeds from issuance of the convertible debt, equal to the difference between
                              the fair value of the common stock and the conversion price, was allocated to additional paid-in-capital.
                              Because the debt is convertible at the date of issuance, the debt discount of $10,746 was charged to interest
                              expense at that date.2005
                              On March 28, 2005, the Company issued 200,000 shares of common stock, par value .001 to a consultant for
                              website development services performed. We computed the cost of each share using the Black Scholes model
                              with a risk free rate of 4% and a volatility of 230%.
                              On June 29, 2005, we purchased Positron Corp. convertible promissory notes from Imagin Molecular Corp. for
                              30,000,000 restricted shares valued at $1,304,000. The value was determined by the actual cash paid by Imagin
                              for the notes. 
                              The accompanying notes are an integral part of the financial statements.








**IMAGIN MOLECULAR CORPORATION 
          (FORMERLY KNOWN AS) 
          Cipher Holding Corporation 
          (A Development Stage Company) 
          Notes To Consolidated Financial Statements**





**NOTE 1. 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, 2004. Results of operations
                              for the interim periods are not indicative of annual results.
                              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 convertible promissory notes made 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.
                              Accordingly, our Board of Directors subsequently resolved to change our principal operations from multimedia
                              encryption technology to positron emission tomography and medical imaging.





**IMAGIN MOLECULAR CORPORATION 
                                        (FORMERLY KNOWN AS) 
                                        Cipher Holding Corporation 
                                        (A Development Stage Company) 
                                        Notes To Consolidated Financial Statements**
 
 **NOTE 1. BASIS OF PRESENTATION** **(Continued)**


SUMMARY OF THE EXCHANGE
                              Under the terms of the Securities Exchange Agreement (the “Agreement”), we have exchanged 30,000,000
                              newly-issued shares of our Common Stock for the Positron Notes and shares. Positron is a publicly owned
                              Texas corporation which designs, manufactures and markets medical imaging devices utilizing Positron Emission
                              Tomography (“PET”) technology. PET technology permits the measurement of the biological processes
                              of organs and tissues and produces anatomical and structural issues. PET systems are used by physicians
                              in the diagnosis and management of heart disease and certain other neurological and oncological illnesses.
                              A copy of the Securities Exchange Agreement is attached to our Form 8-K Current Report filed with the Securities
                              and Exchange Commission on April 20, 2005.
                              The Conversion Shares, when issued will represent approximately 60.6% of the issued and outstanding shares
                              of Positron Common Stock. We intend to retain the Positron Notes and shares as an asset and we do not have
                              any present intentions to distribute the Positron Notes or the Conversion Shares underlying the Positron
                              Notes as a dividend to our stockholders. While we will be a potential controlling shareholder of Positron,
                              notwithstanding the appointment or election of officers and directors of our choosing, we will not directly
                              control Positron’s ongoing management nor be involved in its day-to-day operations. NOTE 2. BUSINESS ORGANIZATION
                              Imagin Molecular Corporation (Imagin) (FKA) Cipher Holding Corporation ("Cipher"), a development
                              stage company, was originally incorporated under the laws of the State of Colorado on September 19, 1997
                              under the name Buffalo Capital VI, Ltd. We commenced our operations upon incorporation and has been in the
                              development stage since then and have had very little revenue.
                              Cipher Holding Corporation was a digital distribution solution and marketing company which secures and allows
                              access to digital content through proprietary encoding, encryption and authorization technology. 
                              Reverse Merger
                              On August 19, 2003, Momentum Holdings Corporation (the "Company", Midwest Merger Management, LLC,
                              a Kentucky limited liability Company and Brentwood Capital Corp., a New York Corporation (collectively,
                              the "Selling Shareholders"), consummated the terms of a Stock Purchase Agreement (the "Agreement")
                              with Cipher Multimedia, Inc., a privately-owned, Illinois corporation ("Cipher"). Pursuant to
                              the terms of the Agreement, Cipher purchased an aggregate of 1,900,000 shares of the 2,100,011 issued and
                              outstanding shares of our common Stock, par value $.001 per share, from the Selling shareholders for the
                              purchase price of $275,000 of cash and debt. Cipher delivered the sum of $150,000 by wire transfer and executed
                              promissory notes in the amount of $60,000 due on September 6, 2003 and a second promissory note in the amount
                              of $65,000 due on December 5, 2003. These notes were paid in April 2004.








IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements NOTE 2. BUSINESS ORGANIZATION (continued)Also, under the terms of the exchange agreement, Momentum exchanged 14,052,800 newly-issued
                                        shares of common stock for all of the issued and outstanding shares of common stock of Cipher,
                                        amounting to 100% of Cipher's outstanding capital stock after the Exchange, leaving 16,152,811
                                        shares of the Company's stock issued and outstanding.
                                        As a result of the reverse merger agreement, Cipher acquired voting control of Momentum on August
                                        19, 2003 and became Momentum's majority shareholder.
                                        Also on August 19, 2003, Anthony R. Russo and Danny L. Pixler resigned as the sole officers and
                                        directors of the Company. Patrick Rooney was elected as the Company's President and Chairman of
                                        the Board of Directors and Corey Conn was elected as the Company's Chief Financial Officer, Secretary
                                        and Director.
                                        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 $879,622 as of June 30, 2005. 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 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESPrinciples of Consolidation and Nature of Operations
                                        For the period ended June 30, 2005 and June 30, 2004 and from inception, September 13, 2002 to
                                        June 30, 2005, the financial statements only include the transactions of Cipher Holding Corporation
                                        and not that of Momentum Holdings Corp.
                                        Cash and Cash Equivalents
                                        The Company considers all highly liquid instruments with original maturities of three months or
                                        less to be cash equivalents.





IMAGIN MOLECULAR CORPORATION
                              (FORMERLY KNOWN AS)
                              Cipher Holding Corporation
                              (A Development Stage Company)
                              Notes To Consolidated Financial Statements
                              NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


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.
                              Loss Per Share
                              Loss per share is computed based on the weighted average number of shares of common stock outstanding. All
                              per share data retroactively reflects the effect of the reverse acquisition.
                              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.
                              New Accounting Pronouncements
                              In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment" ("SFAS
                              123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS
                              123") and supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees. "SFAS
                              123R requires that all share-based payments to employees, including grants of employee stock options, be
                              recognized in the financial statements based on their fair values, beginning with the first interim or annual
                              period after June 15, 2005, with early adoption encouraged. The pro forma disclosures previously permitted
                              under SFAS 123, no longer will be an alternative to financial statement recognition. We are required to
                              adopt SFAS 123R in the third quarter of 2005. Under SFAS 123R, we must determine the appropriate fair value
                              model to be used in valuing share-based payments, the amortization method for compensation cost and the
                              transition method to be used at the date of adoption. Upon adoption, we may choose from two transition methods:
                              the modified-prospective transition approach or the modified-retroactive transition approach. Under the
                              modified-prospective transition approach we would be required to recognize compensation cost for awards
                              that were granted prior to, but not vested as of the date of adoption. Prior periods remain unchanged and
                              pro forma disclosures previously required by SFAS No. 123 continue to be required. Under the modified-retrospective
                              transition method, we would be required to restate prior periods by recognizing compensation cost in the
                              amounts previously reported in the pro forma disclosure under SFAS No. 123. Under this method, we would
                              be permitted to apply this presentation to all periods presented or to the start of the fiscal year in which
                              SFAS No. 123R is adopted. We would also be








IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) New Accounting Pronouncements (continued) required to follow the same guidelines as in the modified-prospective transition
                                        method for awards granted subsequent to adoption and those that were granted and not yet vested.
                                        We are currently evaluating the requirements of SFAS 123R and its impact on our consolidated results
                                        of operations and earnings per share. We have not yet determined the method of adoption or the
                                        effect of adopting SFAS 123R, and it has not been determined whether the adoption will result
                                        in amounts similar to the current pro forma disclosures under SFAS 123.
                                        In December 2004, the FASB issued Staff Position ("FSP") No.109-2, "Accounting
                                        and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs
                                        Creation Act of 2004" ("FSP 109-2"). This position provides guidance under FASB
                                        Statement No.109 ("SFAS 109"), "Accounting for Income Taxes", with respect
                                        to recording the potential impact of the repatriation provisions of the American Jobs Creation
                                        Act of 2004 (the "Jobs Act") on enterprises' income tax expense and deferred tax liability.
                                        The Jobs Act was enacted on October 22, 2004. FSP 109-2 states that an enterprise is allowed time
                                        beyond the financial reporting period of enactment to evaluate the effect of the Jobs Act on its
                                        plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS 109. The
                                        Company does not have accumulated income earned abroad and The Act and the FSP No. 109-2 do not
                                        have any effect on the Company's financial statements.
                                        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - An Amendment
                                        of APB Opinion No. 29, Accounting for Nonmonetary Transactions" ("SFAS 153"). SFAS
                                        153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar
                                        productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions,"
                                        and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153
                                        specifies that a nonmonetary exchange have commercial substance if the future cash flows of the
                                        entity are expected to change significantly as a result of the exchange. SFAS 153 is effective
                                        for fiscal periods beginning after June 15, 2005. We have considered SFAS 153 and have determined
                                        that this pronouncement is not applicable to our current operations.
                                        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - An Amendment of ARB Opinion
                                        No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB No. 43, Chapter
                                        4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility
                                        expense, freight, handling costs, and wasted material (spoilage). Among other provisions, the
                                        new rule requires that items such as idle facility expense, excessive spoilage, double freight,
                                        and rehandling costs be recognized as current period charges regardless of whether they meet the
                                        criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151 requires
                                        that the allocation of fixed production overheads to the costs of conversion be based on the normal
                                        capacity of the production facilities. SFAS 151 is effective for fiscal years beginning after
                                        June 15, 2005. We have considered SFAS 151 and have determined that this pronouncement will not
                                        materially impact our consolidated results of operations.







IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
                                        In November 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing
                                        Transactions - An amendment of SFAS No. 66 and 67". This statement amends SFAS No. 66, "Accounting
                                        for Sales of Real Estate, to reference the financial accounting and reporting guidance for real
                                        estate time-sharing transactions which is provided in AICPA Statement of Position ("SOP")
                                        04-2, "Accounting for Real Estate Time-Sharing Transactions." This statement also amends
                                        SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate Projects,"
                                        to state the guidance for (a) incidental costs and (b) costs incurred to sell real estate projects
                                        does not apply to real estate time-sharing transactions. The accounting for those costs is subject
                                        to guidance in SOP 04-2. SFAS 152 is effective for fiscal years beginning after June 15, 2005.
                                        We have considered SFAS 152 and have determined that this pronouncement is not applicable to our
                                        current operations.
                                        In December 2003, the FASB issued a revision to Statement No. 132, Employers' Disclosures about
                                        Pensions and Other Postretirement Benefits. This revision requires additional disclosures by the
                                        Company regarding its plan assets, investment strategies, plan obligations and cash flows. We
                                        have considered revised statement 132 and have determined that at this time this pronouncement
                                        is not applicable to our current operations.
                                        Restatement of financial statements
                                        During 2004, the Company had issued 1,552,500 restricted shares of common stock for consulting
                                        services. The shares were valued at $78,726. As explained in the note 5, the Company used the
                                        Black Scholes model and recomputed and restated the fair value of the restricted shares at 218,850.
                                        As a result of the adjustment, the company’s professional fees and net loss increased by
                                        $140,324. The restatements did not change the total stockholders’ equity. NOTE 4. 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 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, 2005, principal
                                        of $700,000 has been advanced and remains outstanding related to these notes. Full convertibility
                                        of the shares of Series C Preferred Stock into common stock will require an amendment to the Articles
                                        of Incorporation which must be approved by PC’s shareholders. PC has agreed to seek such
                                        approval.  IMAGIN MOLECULAR CORPORATION
                    (FORMERLY KNOWN AS)
                    Cipher Holding Corporation
                    (A Development Stage Company)
                    Notes To Consolidated Financial Statements NOTE 4. IMAGIN DIAGNOSTIC CENTRES, INC. CONVERTIBLE NOTES RECEIVABLE(Continued) 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. 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. Full convertibility of the shares of
                    Series D Preferred Stock into common stock will require an amendment to PC’s Articles of Incorporation which
                    must be approved by the shareholders. PC has agreed to seek such approval. 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 IMAGIN. 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 balance of approximately
                    $29,000 at June 30, 2005. The discount of the debt is to be amortized over the term of the notes payable.NOTE 5. NOTES PAYABLE
                    Notes Payable Other
                    Imagin Molecular Corporation (FKA) Cipher in consideration for the purchase of the shares of Momentum paid the sellers
                    $150,000 and issued two promissory notes in the amounts of $60,000 and $65,000. The $60,000 and $65,000 notes bear
                    9% interest and are payable within 30 and 120 days, respectively. The notes are secured by the personal guarantees
                    of Mr. Patrick Rooney a principal shareholder and officer of the Company. These notes were repaid in April 2004.   IMAGIN MOLECULAR CORPORATION
                    (FORMERLY KNOWN AS)
                    Cipher Holding Corporation
                    (A Development Stage Company)
                    Notes To Consolidated Financial Statements NOTE 5. NOTES PAYABLE (Continued)Related Party Transaction
                    On December 28, 2004, the Registrant modified and amended a promissory note made by Cipher in favor of John Rooney,
                    brother of the Registrant’s President and Chairman, in the principal amount of $130,000. Pursuant to the terms
                    of the amended note, we accepted the obligation for the payment of the note for the release of the obligation of Cipher
                    to repay principal and interest. The due date of the note was extended to December 31, 2006, with interest at the
                    rate of 10%. The note was amended to be convertible into 138,867 shares of our common stock.
                    On December 29, 2004, John Rooney transferred the right to convert 800,000 shares underlying the amended note to Solaris
                    Opportunity Fund, L.P. (“Solaris”) in satisfaction of unpaid obligations to Solaris in the aggregate amount
                    of $30,000. The Registrant’s President and Chairman, Patrick Rooney, is the President of the general partner
                    of Solaris.
                    Notes Payable Shareholder
                    1. Our principal shareholder loaned $150,000 to Cipher to provide for a part of the acquisition cost of Momentum.
                    The unsecured note is a demand note and is payable no later than December 31, 2004. The interest on the note is the
                    prime rate. Since, the shareholder has loaned the corporation an additional $23,000.
                    2. The principal shareholder has advanced funds to finance our working capital requirements. The advances are made
                    against a demand note that is payable by December 31, 2004 interest on the amounts advanced is computed at prime rate.
                    The note may be converted to common stock at a rate of $0.01 per share.  IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements
                                        Item 2. Management's Discussion And Analysis Or Plan Of Operation
                                        For the Six Months ended June 30, 2005 and 2004
                                        Results of Operations
                                        We have been at a development stage since the inception of our operations on September 13, 2002
                                        and have had no substantial revenues to date.
                                        Total operating expenses for 2Q5, 2Q4 and from inception were $95,776, $217,046 and $880,240,
                                        respectively. Of the operating expenses professional fees were $79,957 (83%), $206,450 (95%) and
                                        $722,012 (82%), respectively. Marketing, general and administrative expenses were $15,819 (17%),
                                        $10,596 (.05%) and $124,028 (14%), respectively. There were no research and development costs
                                        for 2Q5, 2Q4 and $34,200 from inception to June 30, 2005, respectively.
                                        During 2004, the Company had issued 1,552,500 restricted shares of common stock for consulting
                                        services. The shares were valued at $78,726. The Company used the Black Scholes model and recomputed
                                        and restated the fair value of the restricted shares at $218,850. As a result of the adjustment,
                                        the company’s professional fees and net loss increased by $140,324. The restatements did
                                        not change the total stockholders’ equity. 
                                        Based on the limited operating background of the company and uncertainty of future cash flows
                                        from operations, we determined that the goodwill resulting from the acquisition of Momentum Holding
                                        Corp. was impaired and we wrote it off. The write off contributed $275,000 or 2.59% of our total
                                        loss of $106,231, from inception. The total loss from inception to June 30, 2005 was $1,016,819.
                                        Financial Condition
                                        We have no substantial revenues or operating cash inflows since inception of operations. The net
                                        cash used in operations were $71,781, $33,500, and $373,528, 2Q5, 2Q4 and from inception on September
                                        13, 2002, respectively. We also expended $150,000 for the acquisition of Momentum Holding Corp.
                                        The principal source of cash inflows since inception were notes payable to a shareholder, and
                                        issuance of common stock in the amounts of $25,000 and $50,000, respectively.
                                        On June 30, 2005, we had a net working capital and total stockholders' equity of $798,739.  IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements
                                        Item 2. Management's Discussion And Analysis Or Plan Of Operation (continued)
                                        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.  IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements
                                        Item 2. Management's Discussion And Analysis Or Plan Of Operation (continued)
                                        For the Three Months Ended June 30, 2005 and 2004
                                        The Company had total operating expenses of $48,414 for the three months ended June 30, 2005 as
                                        compared to $200,157 for the same period in 2004.
                                        Professional fees accounted for $36,073 of operating expense in 2Q5 as compared to $194,650 in
                                        2Q4.
                                        Our total operating losses were $54,176 in 2Q5 as compared to $201,997 in 2Q4.
                                        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, 2005 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, 2005 that materially affected, or is reasonably likely to materially affect, the
                                        Company's internal control over financial reporting.  IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial StatementsPART II. OTHER INFORMATION
                                        ITEM 1. Legal Proceedings
                                        None
                                        ITEM 2. Changes in Securities
                                        There have been no changes in the instruments defining the rights or rights evidenced by any class
                                        of registered securities.
                                        There have been no dividends declared.
                                        ITEM 3. Defaults Upon Senior Securities
                                        None
                                        ITEM 4. Submission of Matters to Vote of Security Holders
                                        As set forth within the Company’s Definitive Information Statement filed with the Securities
                                        and Exchange Commission on June 8, 2005, a majority of the Company’s Shareholders, upon
                                        written consent, approved the exchange with IDC, approved an amendment to the Company’s
                                        Articles of Incorporation to change the name of the Company to Imagin Molecular Corporation and
                                        adopted the Company’s Amended By-Laws.
                                        ITEM 5. Other Information
                                        Related Party
                                        Patrick G. Rooney, Chairman of the Board of the Company is the son of Patrick Rooney, Director
                                        of Corporate Development of IMAGIN Diagnostic Centres, Inc. Patrick G. Rooney was appointed to
                                        the Board of Directors of Positron Corporation in connection with the financing with IDC.
                                        Registration of Director and Principal Officer
                                        On August 19, 2005, Patrick G. Rooney, the Company’s Chairman, President and Chief Executive
                                        officer resigned from these positions. The position of chairman was filled upon unanimous consent
                                        of the Board of directors by Neil Sy, who will also serve as the Company’s President and
                                        Chief Financial Officer. Corey Conn, a Director of the Company, vacated the position of Chief
                                        Financial officer and was elected to serve as the Company’s Chief Executive Officer.  IMAGIN MOLECULAR CORPORATION
                                        (FORMERLY KNOWN AS)
                                        Cipher Holding Corporation
                                        (A Development Stage Company)
                                        Notes To Consolidated Financial Statements
                                        Neil Sy, 37, Chairman, Chief Financial officer. Mr. Sy is engaged in capital raising ventures
                                        including consumer medicine and real estate properties in Chicago, Illinois and Las Vegas, Nevada.
                                        Prior thereto and from 1997 to 2003, Mr. Sy was a member of the Chicago Board Options Exchange
                                        as a market maker. Prior thereto, and from 1992 to 1997, Mr. Sy worked on the Chicago Board Options
                                        Exchange as a trade manager. Mr. Sy received a Bachelor’s Degree in Business Administration
                                        from Southern Illinois University.
                                        ITEM 6. Exhibits and Reports on Form 8-K
                                        (a) Exhibits
                                        Exhibit 31.1 and 31.2 - Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
                                        Exhibit 32.1 and 32.2 - Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
                                        (b) Reports on Form 8-K
                                        Form 8-K filed with the Commission on April 20, 2005 reporting the execution of the Share Exchange
                                        Agreement with Imagin Diagnostic Centres, Inc.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 22, 2005.
                                        Cipher Holding CorporationBy: /s/ Patrick Rooney
                                        Patrick Rooney
                                        Chairman of the Board, President
                                        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 22, 2005.
                                        Cipher Holding CorporationBy: /s/ Neil Sy
                                        Neil Sy 
                                        Chairman of the Board, President