**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





S
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31,
                2007.





£
            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**





Delaware
            13-4099008(State
                of Incorporation)
            (IRS
                Employer Identification No.)





104
      W.
      Chestnut  #315 Hinsdale, IL 60521


(Address
      of Principal Executive Offices)





(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 of 1934 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
                S
            
            No
                £





As
      of May
      15, 2007, there were 68,663,284 shares of the Registrant’s Common Stock, $.001
      par value outstanding.





Transitional
      Small Business Disclosure Format (check one).  Yes £ No
S







1




FORM
                10-QSB
            MARCH
                31, 2007








**IMAGIN
      MOLECULAR CORPORATION**


**TABLE
      OF CONTENTS**


**Form
      10-QSB for the quarter ended March 31, 2007**





PART
                I – FINANCIAL INFORMATION
            **Page**Item
                1.  Financial Statements
            3Consolidated
                Balance Sheets at March 31, 2007 and December 31,
                2006
            3Consolidated
                Statements of Operations for the three months
                ended March 31, 2007 and 2006
            4Consolidated
                Statements of Cash Flows for the three
                months ended March 31, 2007 and 2006
            5Notes
                to Financial Statements
            7Item
                2.  Management’s Discussion and
                Analysis
            12Item
                3.  Controls and
                Procedures
            15PART
                II – OTHER INFORMATION
            16Item
                1.  Legal Proceedings
            16Item
                2.   Unregistered Sales of Equity
                Securities and Use of Proceeds
            16Item
                3.  Submission of Matters to a Vote of
                Security Holders
            16Item
                4.   Other
                Information
            16Item
                6.  Exhibits
            16Signature
                Page
            16




2
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





**PART
      1 – FINANCIAL INFORMATION**





**ITEM
      1.  Financial Statements**





The
      unaudited balance sheet of the Registrant as of March 31, 2007, the balance
      sheet at December 31, 2006, the unaudited statements of operations for the
      three
      months ended March 31, 2007 and 2006, and the unaudited statements of cash
      flows
      for the three months ended March 31, 2007 and 2006 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 AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**




**March
                31,**
              **2007**
            
            
            **December
                31,**
              **2006****(Unaudited)****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            3,235
            
            
            $
            3,138Accounts
                receivable
            
            
            181,837
            
            
            
            163,539Total
                current assets
            
            
            185,072
            
            
            
            166,677Property
                and equipment, net
            
            
            228,227
            
            
            
            234,666Other
                assets:Investment
                in securities of Positron Corp.
            
            
            1,588,066
            
            
            
            1,588,066Total
                assets
            
            $
            2,001,365
            
            
            $
            1,989,409**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                liabilities:Accounts
                payable
            
            $
            103,605
            
            
            $
            97,577Advance
                from shareholders
            
            
            4,000
            
            
            
            69,616Accrued
                expenses
            
            
            188,348
            
            
            
            158,246Current
                portion of promissory note payable
            
            
            102,060
            
            
            
            81,684Notes
                payable - other
            
            
            --
            
            
            
            180,000Advances
                from affiliate
            
            
            225,253
            
            
            
            185,385Interest
                payable
            
            
            2,707
            
            
            
            75,732Total
                current liabilities
            
            
            625,973
            
            
            
            848,240Promissory
                note payable
            
            
            185,484
            
            
            
            205,860Majority
                interest in consolidated subsidiary
            
            
            214,723
            
            
            
            --Stockholders’
                Equity:Preferred
                Stock, 5,000,000 shares Authorized, no shares issued and
                outstanding
            
            
            --
            
            
            
            --Common
                Stock, $0.001 par value; 95,000,000 shares authorized, 68,663,284
                and
                67,276,617 shares issued and outstanding, March  31 , 2007 and
                December 31, 2006
            
            
            68,663
            
            
            
            67,277Additional
                paid-in capital
            
            
            2,955,369
            
            
            
            2,826,755Accumulated
                deficit
            
            
            (2,048,847
            )
            
            
            (1,958,723
            )Total
                stockholders’ equity
            
            
            975,185
            
            
            
            935,309Total
                liabilities and stockholders’ equity
            
            $
            2,001,365
            
            
            $
            1,989,409




See
      accompanying notes




3
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





**IMAGIN
      MOLECULAR CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


(Unaudited)





Three
                Months EndedMarch
                31,
              2007
            
            
            March
                31,
              2006Revenues:
            
            $
            35,628
            
            
            $
            --Costs
                of revenues:
            
            
            68,898
            
            
            
            --Gross
                loss
            
            
            (33,270
            )
            
            
            --Operating
                expenses:Professional
                fees
            
            
            12,101
            
            
            
            16,686Marketing,
                general and administrative
            
            
            47,504
            
            
            
            6,992Total
                operating expenses
            
            
            59,605
            
            
            
            23,678Loss
                from operations
            
            
            (92,875
            )
            
            
            (23,678
            )Other
                income (expense)Interest
                income
            
            
            --
            
            
            
            68,542Interest
                expense
            
            
            (8,267
            )
            
            
            (7,078
            )Other
                income
            
            
            11,017
            
            
            
            633Total
                other income
            
            
            2,750
            
            
            
            62,097Net
                (loss) income
            
            $
            (90,125
            )
            
            $
            38,419(Loss)
                earnings Per Share
            
            $
            (0.001
            )
            
            $
            0.001Weighted
                average common shares
            
            
            67,966,988
            
            
            
            50,680,311





See
      accompanying
      notes




4
 *Table
          of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





**IMAGIN
      MOLECULAR CORPORATION AND
      SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Unaudited**




Three
                Months EndedMarch
                31,
              2007
            
            
            March
                31,
              2006Cash
                flows from operating activities:Net
                (loss) income
            
            $
            (90,125
            )
            
            $
            38,419Adjustment
                to reconcile net loss to net cash used in operating
                activitiesCommon
                stock of subsidiary issued for services
            
            
            30,000
            
            
            
            --Depreciation
                expense
            
            
            6,439
            
            
            
            --Amortization
                of discount on notes receivable
            
            
            --
            
            
            
            (33,405
            )Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (18,298
            )
            
            
            --Interest
                receivable
            
            
            --
            
            
            
            (35,137
            )Accounts
                payable and accrued liabilities
            
            
            36,127
            
            
            
            (15,814
            )Interest
                payable
            
            
            (7,914
            )
            
            
            7,078Net
                cash used in operating activities
            
            
            (43,771
            )
            
            
            (38,859
            )Cash
                flows from financing activities:Advances
                from shareholders
            
            
            4,000
            
            
            
            39,300Advance
                from affiliate
            
            
            39,868
            
            
            
            --Net
                cash provided by financing activities
            
            
            43,868
            
            
            
            39,300Net
                increase (decrease) in cash
            
            
            97
            
            
            
            441Cash
                at beginning of period
            
            
            3,138
            
            
            
            1,376Cash
                at end of period
            
            $
            3,235
            
            
            $
            1,817Supplemental
                cash flow information:Interest
                paid
            
            $
            5,559
            
            
            $
            --Income
                taxes paid
            
            
            --
            
            
            
            --




See
      accompanying notes




5
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





**IMAGIN
      MOLECULAR CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


(CONTINUED)





Supplementary
      Schedule of Noncash Transactions





2007





On
      January 10, 2007 and March 12, 2007, the Company issued 586,667 and 800,000
      shares of common stock, par value .001,respectively, to two non-affiliated
      shareholders in final satisfaction of a $130,000 note payable made to the
      Company. The shares were valued at $0.06 per share.





On
      March
      14, 2007, the Company issued 7,448,673 shares of subsidiary Cipher Multimedia,
      Inc. common stock, par value .001 to an affiliated shareholder in final
      satisfaction of $148,973 of advances and other notes payable made to the
      Company. The shares were valued at $0.02 per share.





March
      14, 2007, the Company issued 1,787,500 shares of subsidiary Cipher Multimedia,
      Inc. common stock, par value .001 to a non-affiliated shareholder in final
      satisfaction of $35,750 of interest payable related to a note payable made
      to the Company. The shares were valued at $0.02 per share.





On
      March
      14, 2007, the Company issued a total of 1,500,000 shares of subsidiary Cipher
      Multimedia, Inc. common stock, par value .001 to three consultants for services
      performed. The shares were valued at $0.02 per share.








2006





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





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





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





On
      May
      26, 2006, the Company issued 50,000 shares of common stock, par value $.001
      per
      share, to a consultant for services performed. The shares were valued at $0.17
      per share





During
      September 2006, the Company converted notes receivable and accrued interest
      due
      from Positron Corporation into 762,358 shares of Positron Corporation Series
      B
      Preferred Stock, par value $1.00.  The Company subsequently converted
      40,000 shares of Positron Series B Preferred Stock into 4,000,000 shares of
      Positron Corporation common stock, par value $0.01.




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




6
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            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007




**IMAGIN
      MOLECULAR CORPORATION AND
      SUBSIDIARIES**


**SELECTED
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**





**NOTE
      1. BUSINESS ORGANIZATION**





Imagin
      Molecular Corporation (“Imagin” or the “Company”) (FKA) Cipher Holding
      Corporation (“Cipher”) 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 wholly-owned subsidiary
      Cipher Multimedia, Inc. operates 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 operates in the development stage. See Positron Acquisition
      Corp. and Imagin Nuclear Partners discussions below.







Positron
      Acquisition Corp.





On
      April
      19, 2005, the Company organized a wholly owned subsidiary, 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.





In
      accordance with the terms of the Exchange, Exchange Shares were distributed
      to
      the equity holders of IDC.





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.
      The Company has performed PET imaging on nearly 200 hundred patients and expects
      volume to increase once marketing efforts result in increased physician
      awareness.




7
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007




INP
      intends to joint venture with hospitals or physician groups to own or operate
      nuclear medicine imaging centers throughout North America.  The Company
      plans to offer a full spectrum of Positron Emission Tomography imaging services
      as well as a robust coronary disease reversal and prevention program. The
      Company intends to partner with cardiology groups who are less invasively
      oriented and desire program differentiation from competition.  The Company
      believes that their methodology to detection and management is more cost
      effective than traditional methods currently employed





The
      Company also intends to offer said services to Community Hospitals.  The
      Community Hospital will need to qualify in number of beds and lack of coronary
      angiographic services in order for a cardiac PET program to have the maximum
      cost effective impact on the hospital partner.  The Company has identified
      more than 2,000 hospitals that meet the joint venture criteria.








**NOTE
      2.  BASIS OF PRESENTATION**





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





These
      statements reflect all adjustments, consisting of normal recurring adjustments,
      which, in the opinion of management are necessary for fair presentation of
      the
      information contained therein.  It is suggested that these interim
      financial statements be read in conjunction with the Company’s audited
      financial statements and notes thereto included in its Form 10-KSB for the
      fiscal year ended December 31, 2006.  Results of operations for the
      interim periods are not indicative of annual results.








**NOTE
      3.GOING CONCERN**





These
      financial statements have been prepared in accordance with generally accepted
      accounting principles applicable to a going concern, which contemplates the
      realization of assets and the satisfaction of liabilities and commitments in
      the
      normal course of business.  The Company has sustained losses since
      inception and has accumulated losses of $2,048,847 as of March 31,
      2007.  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 the Company is expending its 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 the Company's
      business plan will be successful








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





*Principles
      of Consolidation and Nature of Operations*





For
      the
      periods ended March 31, 2007 and 2006, the financial statements include the
      accounts and transactions of Cipher Multimedia, Inc., Positron Acquisition
      Corp.
      and Imagin Nuclear Partners Corporation (subsidiaries). All Intercompany
      transactions and balances have been eliminated.




8
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





*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.


In
        June
        2006, the FASB released FASB Interpretation No. 48, "Accounting for Uncertainty
        in Income Taxes," an interpretation of FASB Statement No. 109 ("FIN 48").
        FIN 48
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return. A company must determine whether it is
        "more-likely-than-not" that a tax position will be sustained upon examination,
        including resolution of any related appeals or litigation procedures, based
        on
        the technical merits of the position.  Once it is determined that a
        position meets the more-likely-than-not recognition threshold, the position
        is
        measured to determine the amount of benefit to recognize in the financial
        statements. This interpretation is effective for fiscal years beginning after
        December 15, 2006.  The provisions of FIN 48 were adopted in the first
        quarter of 2007 and did not have a material effect on the Company's
        financial statements.




*Revenue
      recognition*





The
      Company recognizes revenue from PET scans when the procedure is
      performed.  Scan revenue represents the amount charged to patients net
      of contractual adjustments.  Contractual adjustments arise due to the
      terms of reimbursement of Medicaid, Medicare and managed care
      providers.  Such adjustments represent the difference between the
      charges at established rates and estimated recoverable amounts and are
      recognized as a reduction of revenue in the period services are
      rendered.  Any differences between estimated contractual adjustments
      and actual final settlements under reimbursement contracts are recognized as
      contractual adjustments in the period final settlements are
      determined.





*Loss
      Per Share*





Loss
      per
      share is computed based on the weighted average number of shares of common
      stock
      outstanding.  Stock options and warrants are not included in the
      computation of the weighted average number of shares outstanding for dilutive
      net loss per common share during each of the periods presented in the Statement
      of Operations, as the effect would be antidilutive.





*Use
      of Estimates*





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




**New
        Accounting Pronouncements**
 
 In
        September 2006, the FASB issued Statement of Financial Accounting Standards
        No
        157, "Fair Value Measurements". This statement defines fair value, establishes
        a
        framework for measuring fair value under generally accepted accounting
        principles, and expands disclosures about fair value measurements. The statement
        is effective in the fiscal first quarter of 2008 and the Company will adopt
        the
        statement at that time. The Company believes that the adoption of SFAS No
        157
        will not have a material effect on its results of operations, cash flows
        or
        financial position.


9
 *Table
            of Contents*




FORM
                10-QSB
            MARCH
                31, 2007





**NOTE
        5. CIPHER MULTIMEDIA INC. REORGANIZATION**





On
      March
      13, 2007, the Registrant reorganized Cipher as a Nevada corporation via merger
      with Cipher Multimedia, Inc., a Nevada corporation (“Cipher-NV”).  In
      accordance with the Plan of Merger, each ten shares of Cipher were exchanged
      for
      one share of Cipher-NV common stock.  Also on March 13, 2007, the
      Registrant entered into employment agreements on behalf of Cipher with Julia
      Rzeppa as President and Chairman, Corey Conn as Treasurer and Director and
      Domenic Hanzely as Vice President of Product Development and Chief Technology
      officer.  On March 14, 2007, Cipher settled obligations with its two
      largest creditors by retiring $148,973.46 in obligations to Patrick Rooney,
      the
      Registrant’s former chairman and Chief Executive officer and Cipher’s founder,
      for 7,448,673 shares of Cipher-NV common stock, and retiring $35,750 of interest
      payable in exchange for the issuance of 1,787,500 shares of Cipher’s common
      stock.  On March 20, 2007, realizing that Cipher’s software encryption
      business no longer fit the Registrant’s business model of medical imaging
      services, the Registrant’s Board of Directors resolved to spin off the 3,513,200
      shares of Cipher common stock held by the Registrant as a special dividend
      to
      its Shareholders of record as of March 26, 2007.





After
        the
        merger between Cipher and Cipher-NV, the Registrant no longer holds a majority
        of the common stock of the reorganized subsidiary,
        Cipher-NV.   However, in applying the requirements of Financial
        Accounting Standards Board Interpretation No. 46, as revised, (“FIN 46(R)), the
        Registrant believes itself to be the primary beneficiary as evidenced by
        continued management control over the operations of the subsidiary. This
        being
        the case, the operations of Cipher-NV for the three months ended March 31,
        2007
        continue to be consolidated in the Registrant’s financial
        statements.





**NOTE
      6. IMAGIN DIAGNOSTIC CENTRES INC. CONVERTIBLE NOTES
      RECEIVABLE**




On
        June
        29, 2005, through its wholly-owned subsidiary Positron Acquisition Corporation,
        (“PAC”), the Company purchased notes receivable for 30,000,000 restricted shares
        valued at $1,304,000. Below is a brief history of those notes. On May 26,
        2004
        and June 17, 2004, Positron Corporation (“Positron”) sold two separate secured
        convertible promissory notes under a Note Purchase Agreement dated May 21,
        2004,
        to IMAGIN Diagnostic Centres, Inc. (“IDC”) in the principal amounts of $400,000
        and $300,000, respectively. Interest is charged on the outstanding principal
        at
        the rate of ten percent (10%) per annum and is payable annually to the extent
        of
        positive cash flow of Positron on the anniversary dates of these notes. The
        principal and any unpaid interest were originally due on the earlier to occur
        of
        May 21, 2006 or when declared due and payable by IDC upon occurrence of an
        event
        of default. The Company and Positron extended the due date to September 30,
        2006, on which date the notes were converted to Positron Series B Convertible
        Preferred Stock.




In
      a
      second stage of the financing IDC agreed to purchase additional secured
      convertible promissory notes in the aggregate principal amount of $1,300,000.
      These notes were to be purchased over a six and a half month period, commencing
      July 15, 2004. These notes are due and payable on May 21, 2006, the due date
      was
      subsequently extended to September 30, 2006. These notes are initially
      convertible into new shares of Series D Preferred Stock that, in turn is
      convertible into an aggregate of 52,000,000 shares of Positron common stock.
      As
      of June 30, 2005, principal of $1,208,500 has been advanced related to these
      notes. On June 30, 2005, IDC converted $575,000 of these promissory notes into
      shares of Series D Preferred Stock that, in turn were converted into 23,000,000
      shares of the Positron common stock. This conversion reduced the principal
      owed
      under these promissory notes from $1,208,500 to $633,500. On October 21, 2005,
      $770,000 of unpaid principal and interest was converted into 770,000 shares
      of
      Positron’s Series C Convertible Preferred Stock.





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                31, 2007





On
      September 30, 2006 the Company converted $818,066 of principal and interest
      outstanding on the Series D Convertible Promissory Notes and the 770,000 Shares
      of Series C Preferred Stock into 762,358 shares of Positron’s Series B
      Convertible Preferred Stock, par value $1.00 per share (the “Series B”) and
      subsequently converted 40,000 Series B Preferred Stock into 4,000,000 shares
      of
      Positron common stock, par value $0.01.  Each share of Series B is
      convertible into 100 shares of Positron common stock and has 100 votes on all
      matters which Positron shares are entitled to vote.  Due to the
      restrictions on sale or transfer of these securities and the significant number
      of underlying common shares relative to the issuers’ outstanding common shares,
      management believes that any adjustment of its investment to fair value under
      FAS 115 would result in an overstatement of the value of the investment. As
      such
      the securities are valued at the previous carrying value of the note receivable
      and accrued interest at the date of conversion.








**NOTE
      7.  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, the Company is required to make 41 consecutive monthly installments of
      $8,783, including interest.  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,
      2007 the principal balance of the promissory note is $287,544, of which $102,060
      is included in current liabilities.




As
      a
      condition of the promissory note, on September 11, 2006 the Company and Cherry
      Creek entered into an Assignment of Economic Interests whereby the Company
      shall
      be obligated to pay Cherry Creek, on a quarterly basis, an amount equal to
      5% of
      operating income (as defined in the agreement), and upon the occurrence of
      a
      liquidity event, a payment in the amount of 5% of the net proceeds of such
      transaction. At March 31, 2007, no amounts had been recorded for these
      items.






**NOTE
      8.  RELATED PARTY TRANSACTIONS**





In
      September 2006, INP purchased from Positron, a refurbished HZL Positron Emission
      Tomography (“PET”) Imaging System.  The machine is being used at the
      cardiac imaging center located in Beth Israel Medical Center in New York City.
      The total cost of the machine, which includes sales tax and installation was
      $234,760. The Company also executed a service and maintenance contract with
      Positron for the machine. For the three months ended March 31, 2007, Positron
      billed the Company $10,838 under the service contract.





Advances
      from affiliates at March 31, 2007 and December 31, 2006 consisted of the
      following:





March 31,
              2007
            
            
            December 31,
              2006Positron
                Corporation and Subsidiaries
            
            $
            225,253
            
            
            $
            185,385




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                31, 2007




**NOTE
      9. STOCKHOLDERS' EQUITY**





On
      January 10, 2007 and March 12, 2007, the Company issued 586,667 and 800,000
      shares of common stock, par value $ .001 to John Rooney, brother of the
      Company’s former Chairman, President and Chief Executive Officer, and Jaega
      Corporation, respectively, as final satisfaction of a $130,000 note payable
      to
      John Rooney. Pursuant to the terms of the agreement between the Company and
      Mr.
      Rooney, the note was convertible into 1,386,667 shares of the Company’s common
      stock.  In December 2006, Mr. Rooney assigned the conversion rights
      for 800,000 of the shares to Jaega Corporation.







**ITEM
      2.****Management's Discussion And Analysis Of
      Financial Condition And Results Of Operation**




Operations
      of Imagin Nuclear Partners




Results
      for the three months ended March 31, 2007 include the operations of the
      Company’s wholly-owned subsidiary Imagin Nuclear Partners Corporation
      (“INP”).  In 2006 INP commenced scanning patients using Positron
      Emission Tomography myocardial perfusion imaging technology (“PET” or “PET
      imaging technology”) at a cardiac imaging center located in Beth Israel Medical
      Center in New York City (“Beth Israel”.)   Although results for
      the three months ended March 31, 2006 do include some general and administrative
      expenses of INP, no scan revenue and related costs were recognized during that
      period.





Operations
      at Beth Israel have been temporarily suspended while the Company and the
      hospital renegotiate the terms of their agreement.  Completion of a
      new contract is expected in May 2007.





Reorganization
      of Cipher Multimedia, Inc.





On
      March
      13, 2007, the Company reorganized Cipher as a Nevada corporation via merger
      with
      Cipher Multimedia, Inc., a Nevada corporation (“Cipher-NV”).  In
      accordance with the Plan of Merger, each ten shares of Cipher were exchanged
      for
      one share of Cipher-NV common stock.  Also on March 13, 2007, the
      Registrant entered into employment agreements with Julia Rzeppa as President
      and
      Chairman, Corey Conn as Treasurer and Director and Domenic Hanzely as Vice
      President of Product Development and Chief Technology officer.  On
      March 14, 2007, Cipher settled obligations with its two largest creditors by
      retiring $148,973.46 in obligations to Patrick Rooney, the Registrant’s former
      chairman and Chief Executive officer and Cipher’s founder, for 7,448,673 shares
      of Cipher’s common stock, and retiring $35,750 in exchange for the issuance of
      1,787,500 shares of Cipher’s common stock.





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Results
      of Operations





The
      Company had a net loss of $90,125 and net income of $38,419 for the three month
      periods ended March 31, 2007 and 2006, respectively. Net loss for the three
      months ended March 31, 2007 includes a gross loss for $33,270.  The
      Company did not record any interest income during the three months ended March
      31, 2007 while interest income for the same period in 2006 was
      $68,542.





Revenues





Revenue
      through patient scans at the Beth Israel facility totaled $35,628 for the three
      months ended March 31, 2007.  Gross revenues for outpatient scans have
      been adjusted to reflect management’s estimate of amounts reimbursable by
      Medicare, Medicaid and insurance carriers. Cost of revenues, which are mostly
      fixed monthly costs involved with performing scans including operation of the
      PET imaging machines, were $68,898 for the three month period ended March 31,
      2007.





Operating
      Expenses




Marketing
        general and administrative expenses for the three months March 31, 2007 and
        2006
        were $59,605 and $23,678, respectively.  The significant increase is
        due primarily to a $30,000 charge to Cipher Multimedia, Inc. for common pursuant
        to employment contracts with certain employees of the newly reorganized
        subsidiary, Cipher-NV. Additionally general and administrative costs of INP
        and
        the Beth Israel facility including consulting, insurance and medical billing
        services totaled $21,439.   During the same period in 2006
        activity at the Beth Israel facility has just commenced and costs incurred
        at
        INP were minimal.




Professional
      fees for the periods ended March 31, 2007 and 2006 were $12,101 and $16,686,
      respectively.  The higher professional fee in 2006 can be attributed
      in part to legal and other professional fees incurred by INP in conjunction
      with
      commencement of operations at Beth Israel.




Other
      Income (Expense)





Interest
      income for the three months ended March 31, 2006 was $68,542 all of which
      represented accrued interest on a note receivable from Positron Corporation.
      On
      September 30, 2006 the entire note and accrued interest were converted Positron
      Series B Preferred Stock.  The Company had no interest income for the
      three months ended March 31, 2007.





Interest
      expense for the three months ended March 31, 2007 increased 16.8% to $8,267
      compared to $7,078 for the same period in 2006.  The notes for which
      the 2006 interest was accrued were all settled in 2006 or during the current
      quarter.  Interest expense during the current quarter is interest due
      on the note payable to Cherry Creek.  Other income includes the
      reversal of previously recorded accrued interest on obligations that were
      settled in full during the period ended March 31, 2007.




**Financial
      Condition**





The
      Company had cash and cash equivalents of $3,235 and accounts receivable of
      $181,837 on March 31, 2007.  On the same date, accounts payable and
      accrued liabilities outstanding totaled $291,953.  The Company is
      dependent upon the success of INP and PET scanning and/or raising additional
      debt or equity financings to resolve the Company’s liquidity issues and allow it
      to continue to operate as a going concern.





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





On
      March
      31, 2007 the Company had an accumulated deficit of $2,048,847 and total equity
      of $975,185.




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**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.





**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. 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 March 31, 2007 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 Company 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 Company reports filed or submitted
      under
      the Securities Exchange Act is accumulated and communicated to management,
      including the Company's 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, 2007 that materially affected, or is reasonably likely
      to materially affect, the Company's internal control over financial
      reporting.





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**PART
      II - OTHER INFORMATION**





**ITEM
      1. Legal Proceedings**





None





**ITEM
      2. Changes in Securities**





There
      have been no changes in the instruments defining the rights or rights evidenced
      by any class of registered securities.





**ITEM
      3. Defaults Upon Senior
      Securities**





None





**ITEM
      4. Submission of Matters to Vote of Security
      Holders**





None





**ITEM
      5. Other Information**





On
      March
      13, 2007, the Registrant reorganized Cipher as a Nevada corporation via merger
      with Cipher Multimedia, Inc., a Nevada corporation (“Cipher-NV”).  In
      accordance with the Plan of Merger, each ten shares of Cipher were exchanged
      for
      one share of Cipher-NV common stock.  Also on March 13, 2007, the
      Registrant entered into employment agreements with Julia Rzeppa as President
      and
      Chairman, Corey Conn as Treasurer and Director and Domenic Hanzely as Vice
      President of Product Development and Chief Technology officer.  On
      March 14, 2007, Cipher settled obligations with its two largest creditors by
      retiring $148,973.46 in obligations to Patrick Rooney, the Registrant’s former
      chairman and Chief Executive officer and Cipher’s founder, for 7,448,673 shares
      of Cipher’s common stock, and retiring $35,750 in exchange for the issuance of
      1,787,500 shares of Cipher’s common stock.  On March 20, 2007,
      realizing that Cipher’s software encryption business no longer fit the
      Registrant’s business model of medical imaging services, the Registrant’s Board
      of Directors resolved to spin off the 3,513,200 shares of Cipher common stock
      held by the Registrant as a special dividend to its Shareholders of record
      as of
      March 26, 2007





**ITEM
      6. Exhibits**


**(a)  
Exhibit
        Index**
   Exhibit
              Description
                  of the Exhibit
  31.1
              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.
 
 (b)   Reports
        on Form 8-K
  On
          March
          16, 2007, the Company reported its reorganization of its subsidiary Cipher
          Multimedia, Inc. as a Nevada corporation


**SIGNATURES**





Pursuant
      to the requirements of the Section 13 or 15(d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized, in the City of New York, State
      of
      New York on May 15, 2007.





Imagin
      Molecular Corporation





By:
      /s/ Joseph G. Oliverio





Joseph
      G.
      Oliverio


Chief
      Executive Officer, Director




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            MARCH
                31, 2007





**EXHIBIT
      INDEX**




Exhibit
            Description
                of the Exhibit





31.1
            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






17