U.
      S.
      SECURITIES AND EXCHANGE




COMMISSION




Washington,
      D.C. 20549




FORM
      10Q-SB




(Mark
      One)




(x)
      Quarterly Report under section 13 or 15(d) of the Securities Exchange Act of
      1934 for the quarterly period ended March 31, 2006.




(
      )
      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.)




**Imagin
      Molecular Corporation**


**104
      W. Chestnut St. #315**


**Hinsdale,
      IL  60521**


(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 preceding 12
      months (or for such shorter period that the registrant was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days: Yes [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 May 18, 2006: 50,680,511 shares




Documents
      incorporated by reference: None




Transitional
      Small Business Disclosure Format (check one): Yes [X] No [ ]









**IMAGIN
                MOLECULAR CORPORATION**(Formerly
                known as)Cipher
                Holding CorporationForm
                10-Qsb - Quarter Ended March 31, 2006INDEXPART
                I FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements:Balance
                Sheets at March 31, 2006 and December 31, 2005.Statements
                of Operations for the Three Months ended March 31, 2006 and 2005
                and
                inception September 13, 2002 through March 31, 2006.Statements
                of Cash Flows for the Three Months Ended March 31, 2006 and 2005
                and
                inception September 13, 2002 through March 31, 2005.Notes
                to Financial StatementsItem
                2.
            Management's
                Discussion and AnalysisItem
                3.
            Controls
                and ProceduresPART
                II
            OTHER
                INFORMATIONItem
                6.
            Exhibits
                and Reports on Form 8-KSIGNATURESEXHIBITSPART
                I - FINANCIAL INFORMATIONITEM
                1.
            FINANCIAL
                STATEMENTS




PART
      1 -
      FINANCIAL INFORMATION




ITEM
      1.
      FINANCIAL STATEMENTS




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







**IMAGIN
                MOLECULAR CORPORATION****(FORMERLY
                KNOWN AS)****Cipher
                Holding Corporation****(A
                Development Stage Company)****Consolidated
                Balance Sheets**March
                30, 2006
            
            December
                31, 2005(Unaudited)
            
            (Audited)ASSETSCash
            
            $
            1,817
            
            $
            1,376Total
                current assets
            
            
            1,817
            
            
            1,376Other
                assetsInterest
                Receivable
            
            
            107,363
            
            
            72,226Convertible
                notes receivable
            
            
            1,404,027
            
            
            1,370,622Total
                Assets
            
            $
            1,513,207
            
            $
            1,444,224LIABILITIES
                AND STOCKHOLDERS’ DEFICITAccounts
                payable
            
            $
            45,381
            
            $
            61,195Advance
                from shareholders’
            
            
            292,974
            
            
            253,974Notes
                payable - Other
            
            
            193,300
            
            
            193,000Interest
                payable
            
            
            65,981
            
            
            58,903Total
                current liabilities
            
            
            597,636
            
            
            567,072Commitments
                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 50,680,311
                and
                50,680,311 shares issued and outstanding, on March 31, 2006 and December
                31, 2005.
            
            
            50,681
            
            
            50,680Additional
                paid-in capital
            
            
            1,812,378
            
            
            1,812,378(Deficit)
                accumulated during the development stage
            
            
            (947,487)
            
            
            (985,906)Total
                Stockholders' (Deficit)
            
            
            915,571
            
            
            877,152Total
                Liabilities and Stockholders' (Deficit)
            
            $
            1,513,207
            
            $
            1,444,224The
                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 March 31, 2006 And 2005
                And****The
                Period From September 13, 2002 (Inception) To March 31,
                2006**InceptionSeptember
                13,March
                31,
            
            March
                31,
            
            2002
                to March 31,2006
            
            2005
            
            2006Revenues:
            
            $
            633
            
            $
            1,520
            
            $
            6,579Operating
                expenses:Professional
                fees
            
            
            16,686
            
            
            43,884
            
            
            828,457Research
                and development
            
            
            --
            
            
            --
            
            
            34,200Marketing,
                general, and administrative
            
            
            6,992
            
            
            3,478
            
            
            137,304Total
                operating expenses
            
            
            23,678
            
            
            47,362
            
            
            999,961Operating
                loss
            
            
            (
                23,045
            )
            
            (
                45,842
            )
            
            (993,382
            )Other
                (expenses):Interest
                income
            
            
            68,542
            
            
            --
            
            
            207,390Interest
                expense
            
            
            (7,078
            )
            
            (6,212
            )
            
            (161,495
            )Total
                other expenses
            
            
            61,464
            
            
            (6,212
            )
            
            45,895Net
                gain (loss)
            
            
            38,419
            
            
            (52,054
            )
            
            (947,487)Provision
                for income taxes:
            
            
            (5,763)Tax
                benefit of loss carryforward
            
            
            5,763
            
            
            --
            
            
            --Net
                gain (loss)
            
            $
            38,419
            
            $
            (52,054
            )
            $
            (947,487)Per
                share amounts:Loss
                per share
            
            
            (0.001
            )
            
            (0.003
            )
            
            --Weighted
                average common shares
            
            
            50,680,311
            
            
            18,722,619
            
            
            --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 Three Month Period Ended March 31, 2006 And 2005
                And****The
                Period From September 13, 2002 (Inception) To March 31,
                2006**Three
                months ended
            
            September
                13,March
                31,
            
            March
                31,
            
            2002
                to March 31,2006
            
            2005
            
            2006Cash
                Flows From Operating Activities:Net
                (loss)
            
            $
            38,419
            
            $
            (52,054
            )
            $
            (947,487)Adjustments
                to reconcile net (loss) to net cash (used) by operating
                activities:Shares
                issued for services
            
            
            --
            
            
            8,000
            
            
            516,144Changes
                in operating current assets and liabilities:Amortization
                of discount on note receivable
            
            
            (33,405)
            
            
            
            
            
            (100,027)Interest
                expense- beneficial conversion
            
            
            --
            
            
            --
            
            
            95,513Interest
                receivable
            
            
            (35,137)
            
            
            
            
            
            (107,363)Accounts
                payable
            
            
            (15,814)
            
            
            25,830
            
            
            45,383Interest
                payable
            
            
            7,078
            
            
            6,211
            
            
            65,982Net
                cash (used) by operating activities
            
            
            (38,859)
            
            
            (12,013
            )
            
            (431,855)Cash
                Flows From Financing Activities:Notes
                payable shareholders’
            
            
            39,300
            
            
            11,000
            
            
            206,272Payment
                of notes
            
            
            --
            
            
            --
            
            
            (125,000)Issuance
                of notes
            
            
            --
            
            
            --
            
            
            130,000Issuance
                of common stock
            
            
            --
            
            
            --
            
            
            224,400Net
                cash flows provided by (used in) Financing activities
            
            
            39,300
            
            
            11,000
            
            
            433,672Net
                increase in cash
            
            
            441
            
            
            (1,013)
            
            
            1,817Cash
                at beginning of period
            
            
            1,376
            
            
            1,625
            
            
            --Cash
                at end of period
            
            $
            1,817
            
            $
            612
            
            $
            1,817The
                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 Three Month Period Ended March 31, 2006 and 2005 And**


**The
      Period from September 13, 2002 (Inception) To March 31,
      2006**


(CONTINUED)




SUPPLEMENTARY
      SCHEDULE OF NONCASH TRANSACTIONS






**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. The shares were valued
      at
      $.04 per share.





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





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




On
      June
      29, 2005, we purchased Positron Corp. convertible promissory notes from
      Imagin 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
      shares were valued at $.004 per share. The face value of the note is $1,425,000
      and bears 10% annual interest. The note is due on May 31, 2006. The discount
      on
      the note is amortized on straight line basis, over approximately 11 months,
      the
      remaining life of the note from the date of acquisition.





In
      December 2005, the Company issued 250,000 and 800,000 shares of common stock,
      par value .001 to two consultants for services performed. The shares were valued
      at $.03 and $.05 per share, respectively.








**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.








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. 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 have been in the development
      stage since then and have had very little revenue. Our principal line of
      business is to acquire and operate positron emission tomography and medical
      imaging centers which have purchased equipment from our affiliate Positron
      Corporation (“Positron”).




Cipher
      Holding Corporation was a digital distribution solution and marketing company
      that secured and provided access to digital content through proprietary
      encoding, encryption and authorization technology.





**Reverse
      Merger with Momentum Holdings Corporation**




On
      August
      19, 2003, Momentum Holdings Corporation, Midwest Merger Management, LLC, a
      Kentucky limited liability Company and Brentwood Capital Corp., a New York
      Corporation consummated a Stock Purchase Agreement with Cipher Multimedia,
      Inc.,
      a privately-owned, Illinois corporation. Pursuant to the terms of the Agreement,
      Cipher Multimedia, Inc. purchased an aggregate of 1,900,000 shares of the
      2,100,011 issued and outstanding shares of Momentum Holdings Corporation. The
      purchase price of the shares was $275,000. Cipher Multimedia, Corp. delivered
      the sum of $150,000 by wire transfer and executed two promissory notes in the
      amounts of $60,000 due on September 6, 2003 and $65,000 due on December 5,
      2003.
      These notes were paid in April 2004.





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 Multimedia, Corp. After the exchange the number of
      issued and outstanding shares of Momentum Holdings Corporation increased to
      16,152,811 shares.




As
      a
      result of the reverse merger agreement, Cipher Multimedia, Corp. acquired voting
      control of Momentum Holdings Corporation 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.





**Positron
      Acquisition Corp.**





On
      April
      19, 2005, we organized a wholly-owned subsidiary company, under the laws of
      the
      State of Nevada, called Positron Acquisition Corp ("PAC"). Imagin’s original
      intent to create PAC was to acquire controlling interest in Positron
      Corporation, a publicly owned Texas corporation. Imagin no longer intends to
      acquire a controlling interest in Positron and PAC will serve as a holding
      company for Positron Corporation’s securities.





On
      May
      23, 2005, we acquired three convertible notes receivable issued by Positron
      Corporation to Imagin Diagnostic Centres, Inc., a Canadian Corporation in
      exchange for 30,000,000 shares of Imagin common







**IMAGIN
      MOLECULAR CORPORATION**


**(Formerly
      known as)**


**Cipher
      Holding Corporation**


**(A
      Development Stage Company)**


**Notes
      To Consolidated Financial Statements**





**NOTE
      1. BUSINESS ORGANIZATION (continued)**





**Positron
      Acquisition Corp. (continued)**





stock.
      The Positron Notes are convertible into shares of Positron’s Series C and Series
      D Preferred shares that are in turn convertible, under certain circumstances,
      into 64,000,000 shares with accrued interest of 6,000,000 shares of Positron’s
      common stock, par value $.01 per share. Consequently, if the Positron Notes
      were
      converted, we would be the controlling shareholder of Positron Corporation.
      However, there is no restriction on Positron for the issuance of Positron’s
      securities and, on a fully-diluted basis; we would not have a controlling
      interest in Positron.





Positron
      is a publicly owned Texas corporation that 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.





With
      the
      acquisition of Positron Corporation we have changed our principal operations
      from multimedia encryption technology to positron emission tomography and
      medical imaging and related services.





**Acquisition
      of Positron Corporation Notes Receivable and Issuance and Distribution of New
      Shares**





On
      May
      23, 2005 our Board of Directors and shareholders holding approximately 60.1%
      of
      the Company’s issued and outstanding and common stock approved an agreement
      between our subsidiary Positron Acquisition Corp. and Imagin Diagnostic Centres,
      Inc., a Canadian corporation (“IDC”). Pursuant to the terms of the agreement, we
      issued 30,000,000 shares of our common stock, in exchange for PAC acquiring
      two
      convertible promissory notes made by Positron Corporation.





IDC
      became the controlling shareholder of the Company being the beneficial owner
      of
      30,000,000 of the 49,430,311 issued and outstanding shares of Common Stock
      upon
      consummation of the Exchange on June 29, 2005. IDC has represented that it
      will
      distribute the shares to its equity-holders as a dividend and that it has
      commenced preparations with the Company's transfer agent to do so. Upon
      distribution, IDC will no longer be the Company's controlling
      shareholder.





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.





**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 $947,487 as of March 31, 2006. The Company's ability
      to continue as a going concern is dependent upon the successful completion
      of
      additional financing arrangements and its ability to develop and sell its
      services. Management plans to raise equity capital to finance the operating
      and
      capital requirements of the Company. While we are expending our best efforts
      to
      achieve the above plans, there is no assurance that such activity will generate
      sufficient funds to accomplish its business purpose, or that our business plan
      will be successful.








**IMAGIN
      MOLECULAR CORPORATION**


**(Formerly
      known as)**


**Cipher
      Holding Corporation**


**(A
      Development Stage Company)**


**Notes
      To Consolidated Financial Statements**








**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





*Principles
      of Consolidation and Nature of Operations*





For
      the
      year ended December 31, 2005 and 2004, the consolidated financial statements
      include the transactions of Cipher Multimedia, Inc., Positron Acquisition Corp.
      and Imagin Nuclear Partners Corporation (subsidiaries) and the transactions
      of
      Momentum Holding Corp. (parent) from August 19, 2003, the time of reverse merger
      to the end of the year. For the period September 13, 2002 to December 31, 2005,
      the consolidated financial statements include only the accounts of Cipher
      Multimedia Inc. All Intercompany transactions have been eliminated.





*Cash
      and Cash Equivalents*





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





*Income
      Taxes*





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





*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.





*Accounting
      for Convertible Notes*





The
      Company has issued convertible debt securities with non-detachable conversion
      features. The note holder has the right to have the notes and all or a portion
      of accrued and unpaid interest converted into a number of shares of the Common
      Stock at a Conversion Price of $0.001 per share. The Company has recorded the
      fair value of the beneficial conversion features as interest expense and an
      increase to Additional Paid in Capital.





*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.





**IMAGIN
      MOLECULAR CORPORATION**


**(FORMERLY
      KNOWN AS)**


**Cipher
      Holding Corporation**


**(A
      Development Stage Company)**


**Notes
      To Consolidated Financial Statements**





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**New
      Accounting Pronouncements**





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      of Accounting Standard (SFAS) 123R, Share-Based Payment: This statement is
      a
      revision of SFAS 123, Accounting for Stock-Based Compensation and supersedes
      APB
      25, Accounting for Stock Issued to Employees. SFAS 123R requires all share-based
      payments to employees, including grants of employee stock options, to be
      recognized in the financial statements based at their fair values beginning
      with
      the first fiscal year beginning after June 15, 2005, with early adoption
      encouraged. Under the current rules, the Company will be required to adopt
      SFAS
      123R in the first quarter of fiscal 2006, beginning December 1,
      2005.





Under
      SFAS 123R, the pro forma disclosures previously permitted will no longer be
      an
      alternative to financial statement cognition. We must determine the appropriate
      fair value model to be used for valuing share-based payments to employees,
      the
      amortization method for compensation cost and the transition method to be used
      at the date of adoption. The transition methods include modified prospective
      and
      modified retrospective adoption options. Under the modified retrospective
      options, prior periods may be restated either as of the beginning of the year
      of
      adoption or for all periods presented. The modified prospective method requires
      that compensation expense be recorded for all unvested stock options and
      restricted stock at the beginning of the first of adoption of SFAS 123R, while
      the modified retrospective method would record compensation expense for all
      unvested stock options and restrictive stock beginning with the first period
      restated.





Additionally,
      SFAS 123R clarifies the timing for recognizing compensation expense for awards
      subject to acceleration of vesting on retirement. This compensation expense
      must
      be recognized over the period from the date of grant to the date retirement
      eligibility is met if it is shorter than the vesting term. The effect on future
      earnings is dependent upon a number of factors including the number of options
      granted, the vesting period, the exercise price of the options, the Company
      stock price and volatility, and other factors and therefore cannot be
      determined. However, while the adoption of FAS 123R will have no effect on
      the
      Company's cash flows or financial position, the Company believes that it will
      have an adverse effect on future results of operations.





In
      March
      2005, the U.S. Securities and Exchange Commission, or SEC, released Staff
      Accounting Bulletin 107, Share-Based Payments, ("SAB 107"). The interpretations
      in SAB 107 express views of the SEC staff, or staff, regarding the interaction
      between SFAS 123R and certain SEC rules and regulations, and provide the staff's
      views regarding the valuation of share-based payment arrangements for public
      companies. SAB 107 provides guidance related to share-based payment transactions
      with non-employees, the transition from nonpublic to public entity status,
      valuation methods (including assumptions such as expected volatility and
      expected term), the accounting for certain redeemable financial instruments
      issued under share-based payment arrangements, the classification of
      compensation expense, non-GAAP financial measures, first-time adoption of SFAS
      123R in an interim period, capitalization of compensation cost related to
      share-based payment arrangements, the accounting for income tax effects of
      share-based payment arrangements upon adoption of SFAS 123R, the modification
      of
      employee share options prior to adoption of SFAS 123R and disclosures in
      Management's Discussion and Analysis subsequent to adoption of SFAS 123R. SAB
      107 requires stock-based compensation to be classified in the same expense
      lines
      as cash compensation is reported for the same employees. We will apply the
      principles of SAB 107 in conjunction with our adoption of SFAS
      123R.










**IMAGIN
      MOLECULAR CORPORATION**


**(FORMERLY
      KNOWN AS)**


**Cipher
      Holding Corporation**


**(A
      Development Stage Company)**


**Notes
      To Consolidated Financial Statements**





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**





**New
      Accounting Pronouncements**





In
      May
      2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, a
      replacement of APB 20, Accounting Changes and SFAS 3 Reporting Accounting
      Changes in Interim Financial Statements. SFAS 154 requires retrospective
      application to prior periods' financial statements of a voluntary change in
      accounting principle unless it is impracticable. SFAS 154 improves financial
      reporting because its requirements enhance the consistency of financial
      information between periods. SFAS 154 is effective for





Accounting
      changes and corrections of errors made in fiscal years beginning after December
      15, 2005. The Company is required to adopt the provisions of SFAS 154 in its
      first fiscal quarter of fiscal 2006. We do not expect the adoption of this
      statement to have a material impact on our financial position or results of
      operations.





The
      adoption of SFAS 151, *Inventory
      Costs,* an
      amendment of ARB No. 43, Chapter 4; had no effect on the Company's financial
      position or results of operations.





***FASB
      Interpretation No. 46R, Consolidation of Variable Interest Entities - An
      Interpretation of ARB51*** The FASB
      finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51 and
      various EITFs and can require consolidation of legal structures, called *Variable
      Interest Entities (VIEs)* .
      Companies with investments in *Special
      Purpose Entities (SPEs)* were
      required to implement FIN 46R in 2003; however, companies with VIEs are
      permitted to implement in the first quarter of 2004.





Reclassifications:
      Certain prior year amounts may be reclassified to conform to the presentation
      used in 2005.





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.















**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**






*Results
      of Operations*




For
      the
      Three Months ended March 31, 2006 and 2005





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 1Q6, 1Q5 and from inception were $23,678,  $47,362  and
      $999,961, respectively. Of the operating expenses professional fees were $16,686 (70%),
      $43,884 (93%) and $828, 457
      (83%) ,
      respectively. Marketing, general and administrative expenses were $6,992 (30%), $3,478
      (7%) and
      $137,304 (17%), respectively. There were no research and development costs
      for
      3Q6, 3Q5 and $34,200 from inception to March 31, 2006,
      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 March 31, 2006 was
      $947,487.





Our
      total
      operating losses were $68,419 in 1Q6 as compared to $45,842 in 1Q5.




Financial
      Condition




We
      have
      no substantial revenues or operating cash inflows since inception of operations.
      Net cash used in operations was $38,859,  $12,013  and
      $431,855 1Q6, 1Q5
      and from inception on September 13, 2002, respectively. We also expended
      $150,000 for the acquisition of Momentum Holding Corp.




The
      principal sources 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
      March
      31, 2006, we had a net working capital deficit of $595,819 and total
      stockholders' equity of $915,571.











**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
      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 March 31, 2006 that materially affected, or is reasonably likely
      to materially affect, the Company's internal control over financial
      reporting.










**PART
      II. OTHER INFORMATION**




**Item
      1. Legal Proceedings**




None




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





On
      January 2, 2006 the Registrant entered into an additional settlement agreement
      with Patrick Rooney, the Registrant’s former Chairman, President and Chief
      Executive Officer and affiliate shareholder whereby Mr. Rooney agreed to accept
      7,054,825 of the Registrant’s common stock in exchange for the full and final
      satisfaction of unpaid and un-reimbursed expenses in the aggregate amount of
      $253,973.70. The obligation was converted into shares of the Registrant’s common
      stock at the average of the closing bid price five (5) trading days preceding
      the conversion ($0.036).





Also
      on
      January 2, 2006, the Registrant entered into a settlement agreement with a
      non-affiliated shareholder whereby the Registrant issued 481,481 shares of
      the
      common stock in full and final satisfaction of unpaid and un-reimbursed expenses
      and advances made on behalf of the Registrant in the aggregate amount of
      $13,000. The obligation was converted at the closing bid price of the
      Registrant’s common stock as of the settlement date ($0.027).





On
      January 4, 2006, the Registrant settled a defaulted promissory note in the
      amount of $150,000 in exchange for 6,000,000 newly issued share of the
      Registrant’s common stock. The original Note was entered into in February 2003
      between the Registrant’s wholly owned subsidiary, Cipher Multimedia, Inc., and
      Pinnacle Investment Partners, LP, a non-affiliated third party (“Pinnacle”).
      Pinnacle assigned the Note and the Holder thereof presented the Note to the
      Registrant for the repayment, whereon the Registrant entered into the
      aforementioned settlement agreement.





*Basis
      of exemption from registration.* The
      Registrant relied on the exemptions from registration afforded by Section 4(2)
      of the Securities Act of 1933, as amended.




**Item
      3 - Defaults upon Senior Securities**






There
      have been defaults in the payment of principal, interest, sinking or purchase
      fund installments or any other defaults with respect to indebtedness of the
      Registrant. No material arrearage in the payment of dividends and no delinquency
      with respect to any preferred stock of the Registrant have occurred.






**Item
      4. Submission of Matters to a Vote of Security Holders.**






None.
















**Item
      5. Other Information.**




*Commencement
      of Operations*





In
      February 2006, the Registrant’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. INP will attempt to use related technical and educational
      services to diagnose and treat patients with coronary artery disease and
      patients who are at risk of developing coronary heart disease. The Company
      plans
      to use PET perfusion imaging and vigorous risk factor modification programs
      to
      diagnose and guide the management of patients with coronary artery disease.
      This
      program is aimed at the regression of coronary atherosclerosis and stabilization
      of plaque to prevent the clinical events of myocardial infarction, sudden death
      and unstable coronary syndromes requiring invasive intervention (PTCA or bypass
      surgery).





*Related
      Party Transactions*





INP
      purchased the rubidium isotope used in its operations through financing secured
      from an affiliated entity, Positron Corporation, a publicly owned Texas
      corporation (“Positron”). Positron’s Chairman, Patrick Rooney, owns
      approximately 20.7% of the Registrant’s common stock and was the Registrant’s
      Chairman, President and Chief Executive Officer until August 2005.




**Item
      6. Exhibits and Reports on Form 8-K**




(a)
      Exhibits





ExhibitNo.
            Description31.1
            Certifications
                Required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
                as
                amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002 - CEO.31.2
            Certifications
                Required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
                as
                amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley
                Act of
                2002 - CFO.32
            Certifications
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                18
                U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
                Oxley Act of 2002.




(b)
      Reports on Form 8-K




None.












**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 21, 2006.




CIPHER
      HOLDING CORPORATION




By: /s/
      Corey Conn


Corey
      Conn


Chief
      Executive Officer, Director