##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

(Amendment No. 1)

(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 EXCHANGE ACT
|- | ---------------------------------------------------------------

Commission file number 033-17264-NY

OPTICAL MOLECULAR IMAGING, INC.

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



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 11-2856146                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

8797 Beverly Boulevard, Suite 310

Los Angeles, California 90048

(Address of principal executive offices)

(310) 789-1213

(Issuers telephone number)

Check whether the Issuer (1) filed all reports to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   x     No ̈

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

Yes ̈No   x

The Issuer had 9,444,817 shares of its common stock outstanding as
of May 12, 2006.

Transitional Small Business Disclosure Format (Check one)

Yes ̈No   x



---



---

##### Table of Contents

OPTICAL MOLECULAR IMAGING, INC.

FORM 10-QSB/A

Table of Contents



|                               |  |                         |  |     
|------------------------------ |  | ----------------------- |  | ----
|                               |  |                         |  | Page
|EXPLANATORY NOTE               |  | 1                      
|                               | 
|PART I - FINANCIAL INFORMATION |  | 1                      
|                               |  |                        
|Item 3.                        |  | Controls and Procedures |  | 1   
|                               | 
|PART II - OTHER INFORMATION    |  | 1                      
|                               |  |                        
|Item 6.                        |  | Exhibits                |  | 1   
|                               | 
|SIGNATURES                     |  | 2                      
|                               | 
|EXHIBIT LIST                   |  | 3                      



- i -



---

##### Table of Contents

EXPLANATORY NOTE

In response to comments received from the Staff of the Securities and Exchange Commission
(SEC), we are filing this Form 10-QSB/A (Amendment No. 1) to revise the discussion of our internal controls and procedures set forth in Item 3, Controls and Procedures, of Part I of our Form 10-QSB for the
quarter ended March 31, 2006, which was filed with the SEC on May 22, 2006. In accordance with the rules of the SEC, the complete text of Item 3 has been set forth in this Form 10-QSB/A, including those portions of that text that have
not been amended from that set forth in the original Form 10-QSB.

Except for the revised discussion in Item 3, we have not undertaken
in this Form 10-QSB/A to modify or update any other disclosures in our original report on Form 10-QSB, and this Form 10-QSB does not reflect any events occurring after the date of filing of the original Form 10-QSB.

PART I

FINANCIAL INFORMATION



|Item 3. | Controls and Procedures
|------- | -----------------------

As of the end of the fiscal quarter
covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, regarding the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to SEC Rule 15d-15(b) of the Exchange Act. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective
(1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer,
to allow timely decisions regarding required disclosure and (ii) to ensure that information that is required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported or submitted
within the time period specified in the rules and forms of the SEC. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                           
|            | 
|31.1        |  | Certification of the Registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of the Registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.1        |  | Certification of the Registrants Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     
|            | 
|32.2        |  | Certification of the Registrants Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     



- 1 -



---

##### Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 1, 2006



OPTICAL MOLECULAR IMAGING, INC.By:

/s/ David WohlbergName:

David WohlbergTitle:

President (Principal Executive Officer)By:

/s/ C. Kirk PeacockName:

C. Kirk PeacockTitle:

Chief Financial Officer and Treasurer (Principal
financial and accounting officer)




- 2 -



---

##### Table of Contents

EXHIBIT INDEX

OPTICAL MOLECULAR IMAGING, INC.

FORM 10-QSB FOR QUARTER ENDED MARCH 31, 2006



|            |  |                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                           
|            | 
|31.1        |  | Certification of the Registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of the Registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.1        |  | Certification of the Registrants Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     
|            | 
|32.2        |  | Certification of the Registrants Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.     



- 3 -