UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








FORM 10-Q





(Mark One)


x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.





For the quarterly period ended

MARCH 31, 2009





OR





o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.





For the transition period from ___________________________ to ___________________________





Commission file number 000-23873





IMAGIN MOLECULAR CORPORATION





(Exact Name of Registrant as specified in its charter)





Delaware
13-4099008(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)





3 Grant Square, #315
Hinsdale, Illinois
60521(Address of Principal Executive Offices)
(Zip Code)





Issuer’s Telephone Number, Including Area Code:  (630) 371-5583






Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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  o





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


Yes QNo  ̈





Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one)





Large accelerated filer  o
Accelerated filer  oNon-accelerated filer  o
Smaller reporting company  x





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





Yes   ̈   No  x





The numbers of shares outstanding of each of the issuer's classes of common equity, as of May 19, 2009, are as follows:





Class of Securities

Shares OutstandingCommon Stock, $0.001 par value

73,663,284







1




FORM 10-Q
MARCH 31, 2009





IMAGIN MOLECULAR CORPORATION


FOR THE QUARTER ENDED MARCH 31, 2009


TABLE OF CONTENTS








INDEX
PagePART I  - FINANCIAL INFORMATIONITEM 1 - FINANCIAL STATEMENTS
3Consolidated Balance Sheet at March 31, 2009 (unaudited) and December 31, 2008
3Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008 (unaudited)
4Consolidated Statements of Cash Flows for the three months ended March 31, 2009 and 2008 (unaudited)
5Notes to Consolidated Financial Statements (unaudited)
7ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
12ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
14ITEM 4 - CONTROLS AND PROCEDURES
14PART II-OTHER INFORMATIONITEM 1 - LEGAL PROCEEDINGS
15ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
15ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
15ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
15ITEM 5 - OTHER INFORMATION
15ITEM 6 – EXHIBITS
15





2
 Table of Contents




FORM 10-Q
MARCH 31, 2009





PART 1 – FINANCIAL INFORMATION





ITEM 1.  Financial Statements





IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS





March 31, 2009
(unaudited)


December 31, 2008ASSETSCurrent assets:Cash

$
196


$
942Due from affiliate


21,140



--Machine held for sale


179,983



--Total current assets


201,319



942Property and equipment, net


--



183,153Other assets:Investment in securities of Positron Corporation


358,700



376,167Total assets

$
560,019


$
560,262LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable

$
63,946


$
64,046Advances from shareholder


5,200



5,200Accrued expenses


379,654



280,152Current portion of promissory note


182,710



182,710Due to affiliate


41,155



3,860Total current liabilities


672,665



535,968Majority interest in consolidated subsidiary


230,058



230,058Total liabilities


902,723



766,026Stockholders’ deficit:Preferred Stock, $0.001 par value; 5,000,000 shares authorized


--



--Common stock, $0.001 par value; 95,000,000 shares authorized, 93,663,284 shares issued, and 73,663,284 shares outstanding


93,663



93,663Additional paid-in capital


3,628,794



3,628,794Accumulated deficit


(3,684,861
)


(3,547,921
)Treasury stock


(380,300
)


(380,300
)Total stockholders’ deficit


(342,704
)


(205,764
)Total liabilities and stockholders’ deficit

$
560,019


$
560,262








See accompanying notes to the financial statements.





3
 Table of Contents




FORM 10-Q
MARCH 31, 2009





IMAGIN MOLECULAR CORPORATION


CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





Three Months EndedMarch 31, 2009


March 31, 2008Revenues:

$
--


$
153,000Costs of revenues:


90,315



90,315Gross profit (loss)


(90,315
)


62,685Operating expenses:Marketing, general and administrative


18,193



39,629Total operating expenses


18,193



39,629Income (loss) from operations


(108,508
)


23,056Interest expense


(10,965
)


(6,837
)Equity in losses of Positron Corporation


(17,467
)


(41,298
)Loss from continuing operations  before income taxes


(136,940
)


(25,079
)Income taxes


--



--Loss from continuing operations


(136,940
)


(25,079
)Income from discontinued operations


--



4,945Net loss

$
(136,940
)

$
( 20,134
)Income (loss) per share:Basic and diluted:From continuing operations

$
(0.0019
)

$
( 0.0003
)From discontinued operations

$
0.0000


$
0.0001Net loss

$
(0.0019
)

$
( 0.0002
)Weighted average common shares:


73,663,284



93,663,284








See accompanying notes to the financial statements.





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FORM 10-Q
MARCH 31, 2009




IMAGIN MOLECULARCORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)








March 31, 2009


March 31, 2008Cash flows from operating activities:Loss from continuing operations

$
(136,940
)

$
(25,079
)Income  from discontinued operations


--



4,945Net loss


(136,940
)


(20,134
)Adjustment to reconcile net loss to net cash provided by (used) in operating activitiesDepreciation expense


245



6,439Loss on disposal of assets


2,925



--Equity in losses of Positron Corporation


17,467



41,298Majority interest in income of subsidiary


--



15,108Changes in operating assets and liabilities:Accounts receivable


--



9,153Accounts payable and accrued liabilities


99,402



(29,357
)Net cash provided by (used in) operating activities


(16,901
)


22,507Cash flows from investing activities:Note receivable to related party


--



(370,000
)Net cash used in investing activities


--



(370,000
)Cash flows from financing activities:Advance from affiliate


16,155



--Payments to affiliates


--



(4,990
)Payments of note payable


--



(34,927
)Preferred stock issued


--



370,000Net cash provided by financing activities


16,155



330,083Net decrease in cash


(746
)


(17,410
)Cash at beginning of period


942



24,120Cash at end of period

$
196


$
6,710Supplemental cash flow information:Interest paid

$
--


$
9,640Income taxes paid


--



--








See accompanying notes to the financial statements.





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FORM 10-Q
MARCH 31, 2009





IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS


(CONTINUED)





Supplementary Schedule of Noncash Transactions





2008





On March 10, 2008 the Company consummated a Securities Purchase and Subscription Agreements with Solaris Opportunity Fund, L.P. (“Solaris”). Under the Agreement Solaris acquired 1,850,000 shares of the Registrant's Series A Convertible Preferred Stock for $700,000.  The preferred shares are convertible into a total
of 37,000,000 shares of Imagin common stock.  At March 31, 2008, Solaris had paid the Company $300,000 for the preferred shares and owed the Company $400,000. The Company has recorded the amount owed as a reduction of stockholders’ equity at March 31, 2008.





6
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IMAGIN MOLECULARCORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)








NOTE 1. BUSINESS ORGANIZATION





Imagin Molecular Corporation (“Imagin” or the “Company”) was originally incorporated under the laws of the State of Delaware.  Imagin commenced operations upon incorporation and was in the development stage through the first quarter of 2006 and through that period had very little revenue.  Imagin’s
subsidiary Cipher Multimedia, Inc (“Cipher”) operated Imagin’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 operated in the development stage. On March 20, 2007, the Company’s
Board of Directors authorized the spin-off of Cipher to the Company’s Shareholders of record on March 26, 2007 The results of Cipher are presented as discontinued operations in the Company’s consolidated statements of operations and cash flows.  See Positron Acquisition Corp. and Imagin Nuclear Partners discussions below.




Positron Acquisition Corp.





On April 19, 2005, the Company organized a wholly owned subsidiary, 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 (“Positron”), a publicly owned Texas corporation.





On May 23, 2005 the Company’s Board of Directors and shareholders holding 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 the Company’s  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, the Company issued 30,000,000 shares (the “Exchange Shares”) of its common stock, par value $.001 per share (the “Common Stock”) in exchange for three convertible promissory notes issued by Positron Corporation (“Positron”), a publicly owned Texas corporation.  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 September 2006 the Company converted principal and interest of $818,066 outstanding upon the Series D Secured Convertible Promissory Notes and 770,000 shares of Series C Preferred Stock into 762,358 shares of Positron Corporation Series
B Preferred Stock, and subsequently converted 40,000 shares of Series B Preferred Stock into 4,000,000 shares of the Positron Common Stock.





Imagin Nuclear Partners Corporation





In 2006, the Company’s wholly-owned subsidiary Imagin Nuclear Partners 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 (“BIMC”).  Through BIMC, the Company has performed PET imaging on several hundred patients.





In May 2007, INP and BIMC executed a new lease agreement whereby BIMC leases PET scanning cameras and other related radiologic equipment from INP for the purpose of operating a PET Lab at its site.  The initial term of the agreement is three years. (See NOTE 8) INP intends
to joint venture with hospitals or physician groups to own or operate nuclear medicine imaging centers throughout North America.





On December 31, 2008, INP advised BIMC that it had breached the Agreement for failure to make certain payments under the Agreement.  In addition, INP advised BIMC that it was seeking payment for certain inpatient scans that BIMC had requested it perform on behalf of BIMC patients and had failed to reimburse INP. .




INP also asserted other claims in the aggregate amount of $318,144 and ceased supplying rubidium to BIMC thereafter.  Also in the first quarter 2009, BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein.  INP is seeking a purchaser or another business opportunity
to implement the device, however, no assurance can be given that such an agreement will be reached or if reached that it will be on terms favorable to the Company.





NOTE 2.  BASIS OF PRESENTATION





7
 Table of Contents





The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission for Interim Reporting.
Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.





In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation for the interim periods have been included. Operating results for the three month period ended March 31, 2009, are not necessarily indicative of the results that may be expected for the year ending December
31, 2009. The accompanying financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Position and Results of Operations” should be read in conjunction with our company’s audited financial statements and related notes included in our company’s Form 10-K for the year ended December 31, 2008.




NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





For a summary of significant accounting policies (which have not changed from December 31, 2008), see the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.





Principles of Consolidation and Nature of Operations





For the periods ended March 31, 2009 and 2008, the financial statements include the accounts and transactions of Imagin Molecular Corporation and its subsidiaries Cipher Multimedia, Inc. (a discontinued operation), Positron Acquisition Corp. and Imagin Nuclear Partners Corporation. All Intercompany transactions and balances have been
eliminated.




Recently Issued Accounting Pronouncements





In March 2008, the FASB issued FASB Statement No. 161Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133 (“SFAS No. 161”), which changes the disclosure requirements for derivative instruments and hedging activities.  Pursuant
to SFAS No. 161, Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning
after November 15, 2008 with early application encouraged. SFAS No. 161 encourages but does not require disclosures for earlier periods presented for comparative purposes at initial adoption.  In years after initial adoption, this Statement requires comparative disclosures only for periods subsequent to initial adoption.  The adoption of SFAS No. 161 did not have a material impact on the financial results of the Company.





In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets. FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS 142, Goodwill
and Other Intangible Assets, and adds certain disclosures for an entity’s accounting policy of the treatment of the costs, period of extension, and total costs incurred.  FSP 143-3 must be applied prospectively to intangible assets acquired after January 1, 2009.  The Company does not expect the adoption of  FSP142-3 to have a material impact on the financial results of the Company.





In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles ("SFAS 162"). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect SFAS 162 to have a material effect on its financial statements.





Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.





8
 Table of Contents





NOTE 4.  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 $3,684,861 and total stockholders’ deficit of $342,704 as of March 31, 2009.  The Company will need to raise additional capital to continue operations.





The Company has made a significant investment into the securities of Positron Corporation, a publicly owned Texas Corporation and affiliate of the Company (“Positron”).  As of March 31, 2009, the Company held 4,000,000 shares of Positron’s common stock and 722,358 shares of Positron’s Series B Convertible
Preferred stock.





While the Company is expending its best efforts to achieve its operating goals, there is no assurance that such activity will generate sufficient funds to accomplish its business purpose, or that the Company’s business plan will be successful. Furthermore, there can be no assurance that amounts invested in and advanced to Positron
Corporation will ever be realized.





NOTE 5.  MACHINE HELD FOR SALE





On December 31, 2008, INP advised Beth Israel Medical Center that it had breached the Equipment Lease Agreement (the “Agreement”) for certain positron emission tomography (“PET”) scanning cameras and related radiologic equipment (the “Equipment”), for failure to make certain payments under the Agreement
(See Note 9). INP also asserted other claims in the aggregate amount of $318,144 and ceased supplying rubidium to BIMC thereafter.  Additionally, BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein.  INP is seeking a purchaser for the Equipment or another business opportunity to implement the device.





On May 1, 2009, INP and Positron Corporation (“Positron”) executed a Bailment Agreement (the “Bailment”) whereby, INP shall provide the Equipment to Positron for the purpose of remanufacturing, reconditioning, remarketing and reselling.  Positron
will take the Equipment subject to the perfected security interest of Cherry Creek Asset-Backed Income Fund II, LP (“Cherry Creek”) (See note 8). Pursuant to the terms of the Bailment, Positron is obligated to instruct any buyer of the Equipment to remit any payment to the Company’s legal counsel for disbursement to pay off the note due Cherry Creek pursuant to a letter agreement dated May, 1 2009 between INP and Cherry Creek.





The Equipment, which was previously reported as property and equipment, net of accumulated depreciation has been reclassified to a current asset as an asset being held for sale. The Company did not record depreciation related to the Equipment during the three months ended March 31, 2009. At March 31, 2009, the net book value of the Equipment
was $179,983. Management believes that the full amount of the machine is recoverable and thus no reserve is required at March 31, 2009.





NOTE 6.  PROPERTY AND EQUIPMENT





Property and equipment at March 31, 2009 and December 31, 2008 consisted of the following:








March 31,2009


December 31,2008Machinery and equipment

$
--


$
234,760Computers and software


2,941



9,442Subtotal


2,941



244,202Less: accumulated depreciation


(2,941)



(61,049)Total

$
--


$
183,153








NOTE 7.  INVESTMENT IN SECURITIES OF POSITRON CORPORATION





At March 31, 2009, the Company owned 4,000,000 shares of Positron Corporation’s common stock, representing 2.34% of the outstanding common stock, and 722,358 of Positron’s Series B Preferred Shares or approximately 11% of the class. The Company accounts for its investment in the securities of Positron Corporation under the
equity method of accounting. Based on its percentage of ownership of Positron common stock, for the three months ended March 31, 2009 and 2008, the Company recorded equity in the losses of Positron of $17,467 and $41,298, respectively, reducing the carrying value of the Positron securities to $358,700 at March 31, 2009.  At March 31, 2009, the Company’s 4,000,000 shares of Positron’s common stock had an aggregate market value of $96,000.  Management believes that the combined fair
value of the common and the preferred exceeds the carrying value at March 31, 2009 and therefore the investment has not been impaired.





9
 Table of Contents





Summarized financial information for Positron for the three months ended March 31, 2009 and 2008 follows:





Three Months Ended March 31, 2009


Three Months Ended March 31, 2008Revenues

$
367,000


$
426,000Loss from operations


(527,000
)


(1,486,000
)Net loss


(746,000
)


(1,099,000
)Loss per share

$
(0.01
)

$
(0.01
)Weighted average shares outstanding


170,733,440



106,428,000





March 31, 2009Current assets

$
1,099,000Total assets


1,153,000Current liabilities


7,334,000Total liabilities


7,642,000Stockholders’ deficit


(6,489,000
)Common shares outstanding


179,015,000




The underlying common shares related to anti-dilutive securities not included in Positron’s net loss per share calculation as of March 31, 2009 were as follows:





Convertible Series A Preferred Stock


457,000Convertible Series B Preferred Stock


676,594,000Convertible Series G Preferred Stock


10,539,000Convertible Series S Preferred Stock


1,000,000,000Stock Warrants


60,588,000Stock Options


19,425,0001,767,603,000








NOTE 8.  NOTES PAYABLE




On September 11, 2006, the Company issued a 12% secured promissory note to Cherry Creek Capital Partners (“Cherry Creek”), an unrelated party, in the amount of $300,000.  Pursuant to the terms of the note, commencing on October 1, 2006, as amended the Company made a payment of $17,566 in November 2006 and is required
to make 30 consecutive monthly installments of $11,142, including interest, commencing in July 2007.  A final payment of all outstanding principal and accrued interest is due and payable on March 10, 2010.   The promissory note is secured by certain assets of the Company including 4,000,000 shares of common stock of Positron Corporation, for which the Company has granted Cherry Creek a security interest. As of March 31, 2009 the principal balance of the promissory note is $182,710, all
of which is included in current liabilities. Accrued interest on the outstanding balance was $20,512 at March 31, 2009.





The Company is in default pursuant to the terms of the promissory note. On March 16, 2009, Cherry Creek issued a Notice of Right To Cure and Demand for Payment of all past due amounts.  On May 1, 2009, the Company and Cherry Creek executed a letter agreement (the “Agreement”) whereby, Cherry Creek acknowledges that
Positron Corporation, in its capacity as remarketing agent (see Note 5), has taken possession of the equipment, defined in Note 9, that collateralizes the note.  Pursuant to the terms of the Agreement, Positron shall instruct any buyer of the equipment to remit all payments to the Company’s legal counsel for disbursement to Cherry Creek for full payment of the note and all accrued interest.




NOTE 9. EQUIPMENT LEASE AGREEMENT




In May 2007, the Company’s wholly-owned subsidiary, INP and Beth Israel Medical Center (“BIMC”) executed an Equipment Lease Agreement (the “Agreement”) for certain positron emission tomography (“PET”) scanning cameras and related radiologic equipment (the “Equipment”).  Under
the terms of the Agreement, BIMC will lease the equipment for use in its on site PET Lab where it performs PET scans on its patients.  The initial lease term is three (3) years commencing on June 4, 2007 (the “Effective Date”).




On December 31, 2008, INP advised BIMC that it had breached the Agreement for failure to make certain payments under the Agreement.  In addition, INP advised BIMC that it was seeking payment of $188,700 for 102 inpatient scans that BIMC had requested it perform on behalf of BIMC patients and had failed to reimburse INP for.  Due
to the uncertainty surrounding the reimbursement of the scans, the Company had either reserved against revenue amounts previously recorded or did not record these scans as revenue.





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INP also asserted other claims in the aggregate amount of $318,144 and ceased supplying rubidium to BIMC thereafter.  BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein. On May 1, 2009,   INP executed a bailment agreement with Positron Corporation, the terms
of which provide Positron with possession of the Equipment for the purpose of remanufacturing, reconditioning, remarketing and reselling.




NOTE 10. INCOME TAXES





The Company has incurred losses since its inception and, therefore, has not been subject to federal income taxes.  As of March 31, 2009, the Company had net operating loss (“NOL”) carryforwards for income tax purposes of approximately $3,900,000, which expire in 2022 through 2028.  Under the provisions
of Section 382 of the Internal Revenue Code the greater than 50% ownership change of the Company’s common stock limits the Company’s ability to utilize its NOL carryforwards to reduce future taxable income and related tax liabilities.





Section 382 allows an owner shift any time there is a transfer of stock by a person who directly, or indirectly, owns more than 5% of the corporation and the percentage of stock of the corporation owned by one or more five percent shareholders has increased, in the aggregate, by more than 50 percentage points over the lowest percentage
of stock owned by such shareholders at any time during the "testing period."  The "testing period" is generally a three-year period ending on the date of any owner or equity structure shift.





The amount of post-change income that may be offset by pre-change losses is limited each year by the "Section 382 Limitation." Generally, the Section 382 Limitation is an amount equal to the value of the old loss corporation multiplied by a long-term interest rate established monthly by the Internal Revenue Service




Deferred income taxes consist of the following as of March 31, 2009 and December 31, 2008:




March 31, 2009


December 31, 2008Deferred tax assetsNet operating loss carryforwards

$
1,322,000


$
1,282,000Accounts receivable allowance


17,000



17,000Unrealized loss on investment impairment and equity in losses of Positron Corporation


418,000



412,0001,757,000



1,711,000Valuation allowance


(1,757,000)



(1,711,000)$
-


$
-





Due to the uncertainty of future realization of the net deferred tax asset, a valuation allowance has been placed against this asset.





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ITEM 2.Management'sDiscussion And Analysis Of Financial Condition And Results Of Operation




Relationship with Beth Israel Hospital





In May 2007, the Company’s wholly-owned subsidiary, INP and Beth Israel Medical Center (“BIMC”) executed an Equipment Lease Agreement (the “Agreement”) for certain positron emission tomography (“PET”) scanning cameras and related radiologic equipment (the “Equipment”).  Under
the terms of the Agreement, BIMC will lease the equipment for use in its on site PET Lab where it performs PET scans on its patients.  The initial lease term is three (3) years commencing on June 4, 2007 (the “Effective Date”).




On December 31, 2008, INP advised BIMC that it had breached the Agreement for failure to make certain payments under the Agreement.  In addition, INP advised BIMC that it was seeking payment of $188,700 for 102 inpatient scans that BIMC had requested it perform on behalf of BIMC patients and had failed to reimburse INP for.  Due
to the uncertainty surrounding the reimbursement of the scans, the Company had either reserved against revenue amounts previously recorded or did not record these scans as revenue.





INP also asserted other claims in the aggregate amount of $318,144 and ceased supplying rubidium to BIMC thereafter.  BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein. On May 1, 2009,   INP executed a bailment agreement with Positron Corporation, the terms
of which provide Positron with possession of the Equipment for the purpose of remanufacturing, reconditioning, remarketing and reselling.




Comparison of the Results of Operations for the Three Months ended March 31, 2009 and 2008





During the three months ended March 31, 2009 the Company had a net loss of $136,940 compared to a net loss of $20,134 for the three months ended March 31, 2008.




The Company did not record any revenues for the three months ended March 31, 2009.  On December 31, 2008, INP advised BIMC that it had breached the Agreement for failure to make certain payments under the lease agreement. The Company has ceased supplying rubidium required to perform the scans. Revenues for the three months ended
March 31, 2008 were $153,000.





For the three months ended March 31, 2009 and 2008, costs of revenues were $90,315.  Under the terms of its agreement with its rubidium supplier, the Company was required give a 90 day notice prior to terminating the agreement. Consequently, the Company recorded an additional $90,315 of costs despite not recording any lease
revenue.





Operating expenses were $18,193 and $39,629 for the three months ended March 31, 2009 and 2008, respectively. The decrease is attributable primarily to a decrease in consulting and professional fees.





Interest expense on notes payable was $10,965 and $6,837 for the three months ended March 31, 2009 and 2008, respectively.  The increase is due to interest accrued on the outstanding balance on the note due to Cherry Creek.  The Company did not make any principal payments during the three months ended March 31, 2009.





For the three months ended March 31, 2009 and 2008, the Company recorded equity in the losses of Positron of $17,467 and $41,298, respectively.




Liquidity and Capital Resources




At March 31, 2009, the Company had current assets of   $201,319 and current liabilities of $672,665 compared to December 31, 2008 when the Company had current assets and current liabilities of $942 and $535,968, respectively.  The Company reclassified to a current asset, its PET scan machine that was being leased
by BIMC.  The Company is currently seeking a buyer for the machine and has entered into a bailment agreement with Positron Corporation for that purpose.  The net book value of the machine included in current assets was $179,983 at March 31, 2009.  The increase in current liabilities is due primarily to the increase in accrued expenses due under the rubidium supply agreement.





Current liabilities at March 31, 2009 included the Cherry Creek note payable of $182,710. The Company is in default pursuant to the terms of the promissory note. On March 16, 2009 Cherry Creek issued a Notice of Right To Cure and Demand for Payment of all past due amounts.  On May 1, 2009, the Company and Cherry Creek executed a
letter agreement (the “Agreement”) whereby, Cherry Creek acknowledges that Positron Corporation, in its capacity as remarketing agent, has taken possession of the equipment that collateralizes the note.  Pursuant to the terms of the Agreement, Positron shall instruct any buyer of the equipment to remit all payments to the Company’s legal counsel for disbursement to Cherry Creek for full payment of the note and all accrued interest.





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Net cash used in operating activities during the three months ended March 31, 2009 was $16,901 compared to net cash provided by operating activities of $22,507 during the three months ended March 31, 2008.   No scans were performed at BIMC during the three months ended March 31, 2009 and therefore no revenue was recorded
thus resulting in a decrease in cash provided.





The Company did not have any investing activities during the three months ended March 31, 2009. During the three months ended March 31, 2008, the Company used $370,000 in investing activities related to a related party note receivable.





Net cash provided by financing activities was $16,155 and $330,083 for the three months ended March 31, 2009 and 2008, respectively.  During the three months ended March 31, 2008, the Company issued preferred stock for $370,000.





On March 31, 2009 the Company had an accumulated deficit of $3,684,861 and total stockholders’ deficit of $342,704.  The Company is dependent upon the sale or lease of its PET machine and additional debt or equity financings to resolve the Company’s liquidity issues and allow it to continue to operate as a going
concern.





Effects of Inflation




The Registrant believes that the relatively low rate of inflation over the past few years has not had a significant impact on the Registrant's financial position or operating results.




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 the Company believes 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.  Quantitativeand Qualitative Disclosures About Market Risk




The Company is not exposed to market risk related to interest rates or foreign currencies.




ITEM 4. Controls And Procedures




Disclosure Controls and Procedures





Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under
the Exchange Act) were not effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.  As reported in our Annual Report on Form 10-K for the year ended December 31, 2008, the Company’s
chief executive and financial officer has determined that there are material weaknesses in our disclosure controls and procedures.





The material weaknesses in our disclosure control procedures are as follows:





1.
Lack of formal policies and procedures necessary to adequately review significant accounting transactions.The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our
management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions. In the case of the Company’s recent restatement of the investment in Positron securities, a periodic review (not less than quarterly)
and discussion of significant transactions (i.e. increasing advances to a related party) may have led to more timely adoption of the proper method of accounting.





2.
Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.





We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:





·
Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel.





·
Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently.




Changes in Internal Control over Financial Reporting





As reported in our Annual Report on Form 10-K for the year ended December 31, 2008, management is aware that there a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of December
31, 2008. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters.  The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.





There have not been any changes in the Company's internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





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FORM 10-Q
SEPTEMBER 30, 2008





PART II - OTHER INFORMATION





ITEM 1. Legal Proceedings





None.





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





None.





ITEM 3. Defaults Upon Senior Securities





None.





ITEM 4. Submission of Matters to Vote of Security Holders





None.





ITEM 5. OtherInformation




ITEM6. Exhibits





(a)  Exhibit Index





Exhibit

Description of the Exhibit31.1

Chairman of the Board Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Chairman of the Board Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.





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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 Hinsdale, State of Illinois on May 19, 2009.





Imagin Molecular Corporation





Date:     May 19, 2008
/s/ Joseph G. OliverioJoseph G. OliverioChief Executive Office, Director(principal executive officer)Date:    May 19, 2008
/s/ Corey N. ConnCorey N. ConnChief Financial Officer(principal accounting officer)








EXHIBIT INDEX








Exhibit

Description of the Exhibit31.1

Chairman of the Board Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*31.2

Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1

Chairman of the Board Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.#32.2

Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.#





* Filed herewith




# Furnished herewith






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