UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010

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

For the transition period from ___________________________ to ___________________________

Commission file number 000-23873

IMAGIN MOLECULAR CORPORATION

(Exact Name of Registrant as specified in its charter)

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

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

Issuer’s Telephone Number, Including Area Code: (630) 230-8734

~~Check~~ Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~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 Q x No ¨

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

Yes o ¨ No ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company Q

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

Yes ¨ No Q

The numbers of shares outstanding of each of the issuer's classes of common equity, as of ~~November 16,~~May ~~2009~~19, 2010 are as follows:

Class of Securities		Shares Outstanding
Common Stock, $0.001 par value		7475,~~443~~000,~~284~~000

FORM 10-Q SEPTEMBER 30, 2009

IMAGIN MOLECULAR CORPORATION

FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2009~~2010

TABLE OF CONTENTS

INDEX	Page
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS	3
Consolidated Balance Sheet at September 30, 2009 (unaudited) and December 31, 2008	3
Consolidated Balance Sheet at March 31, 2010 (unaudited) and December 31, 2009	3
Consolidated Statements of Operations for the three and nine months ended September 30, 2009 and 2008 (unaudited)	4
Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 (unaudited)	4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2009 and 2008 (unaudited)	5
Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 (unaudited)	5
Notes to Consolidated Financial Statements (unaudited)	76
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1210
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1412
ITEM 4 - CONTROLS AND PROCEDURES	1412
PART II-OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS	1513
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1513
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES	1513
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	15
ITEM 4 - OTHER INFORMATION	13
ITEM 5 - OTHER INFORMATION	15
ITEM 5 – EXHIBITS	13
ITEM 6 – EXHIBITS	15

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FORM 10-Q SEPTEMBER 30, 2009

PART 1 – FINANCIAL INFORMATION

ITEM 1. Financial Statements

IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS	~~September~~March 3031, ~~2009~~2010 (unaudited)			December 31, ~~2008~~2009
Current assets:
Cash	$	~~137~~98		$	~~942~~140
Due from affiliate		~~21,140~~--			--
Machine held for sale		~~179,983~~--			--
Total current assets		~~201,260~~98			~~942~~140
Property and equipment, net		--			183,153
Other assets:
Investment in securities of Positron Corporation		~~317~~254,~~717~~945			~~376~~286,~~167~~773
Total assets	$	~~518~~255,~~977~~043		$	~~560~~286,~~262~~913
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	5148,~~337~~238		$	6448,~~046~~238
Advances from shareholder		5,200			5,200
Accrued expenses		576,499			562,836
Accrued expenses		571,053			280,152
Due to affiliate		29,224			29,224
Current portion of promissory note		182,710			182,710
Total current liabilities		653,961			640,298
Due to affiliate		50,364			3,860
Total current liabilities		860,664			535,968
Majority interest in consolidated subsidiary		230,058			230,058
Total liabilities		1884,~~090,722~~019			~~766~~870,~~026~~356
Stockholders’ deficit:
Preferred Stock, $0.001 par value; 5,000,000 shares authorized		--			--
Common stock, $0.001 par value; 95,000,000 shares authorized, 74,443,284 and 93,663,284 shares outstanding		74,443			93,663
Common stock, $0.001 par value; 95,000,000 shares authorized, 75,000,000 and 74,443,284 shares issued and outstanding		75,000			74,443
Additional paid-in capital		4,~~106~~150,~~714~~687			34,~~628~~112,~~794~~274
Accumulated deficit		(4,~~752~~854,~~902~~663	)		(34,~~547~~770,~~921~~160	) )
Treasury stock		--			(380,300	)
Total stockholders’ deficit		(628,976	)		(583,443	)
Total stockholders’ deficit		(571,745	)		(205,764	)
Total liabilities and stockholders’ deficit	$	255,043		$	286,913
Total liabilities and stockholders’ deficit	$	518,977		$	560,262

See accompanying notes to the financial statements.

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FORM 10-Q SEPTEMBER 30, 2009

IMAGIN MOLECULAR CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
	March 31, 2010			March 31, 2009
Revenues:	$	--		$	~~154,045~~--		$	--		$	~~460,045~~
Costs of revenues:		--			90,315			~~90,315~~			~~270,945~~
Gross profit (loss)		--			63,730			(90,315	)		189,100
Gross loss		--			(90,315	)
Operating expenses:
Marketing, general and administrative		~~746~~52,~~281~~675			1718,~~232~~193			~~1,052,548~~			~~95,517~~
Total operating expenses		~~746~~52,~~281~~675			1718,~~232~~193			~~1,052,548~~			~~95,517~~
Income (loss) from operations		(746,281	)		46,498			(1,142,863	)		93,583
Loss from operations		(52,675	)		(108,508	)
Miscellaneous or other income		14,399			43,979			11,474			67,875
Interest expense		--			(10,965	)
Interest expense		(1,621	)		(5,201	)		(15,142	)		(18,069	)
Equity in losses of Positron Corporation		(31,828	)		(17,467	)
Equity in losses of Positron Corporation		(20,931	)		(6,345	)		(58,450	)		(117,156	)
Loss from continuing operations before income taxes		(84,503	)		(136,940	)
Total other income (expense)		(8,153	)		32,433			(62,118	)		(67,350	)
Income taxes		--			--
Income (loss) from continuing operations before income taxes		(754,434	)		78,931			(1,204,981	)		26,233
Net loss	$	(84,503	)	$	(136,940	)
Income taxes		--			--			--			--
Loss per share	$	(0.0011	)	$	(0.0019	)
Income (loss) from continuing operations		(754,434	)		78,931			(1,204,981	)		26,233
Weighted average common shares:		74,847,056			73,663,284
Income (loss) from discontinued operations		--			(188	)		--			4,590
Net income (loss)	$	(754,434	)	$	78,743		$	(1,204,981	)	$	30,823
Earnings (Loss) Per Share:
Basic:
From continuing operations	$	(0.0101	)	$	0.0008		$	(0.0163	)	$	0.0003
From discontinued operations	$	0.0000		$	0.0000		$	0.0000		$	0.0000
Net income (loss)	$	(0.0101	)	$	0.0008		$	(0.0163	)	$	0.0003
Diluted:
From continuing operations	$	(0.0101	)	$	0.0004		$	(0.0163	)	$	0.0002
From discontinued operations	$	0.0000		$	0.0000		$	0.0000		$	0.0000
Net income (loss)	$	(0.0101	)	$	0.0004		$	(0.0163	)	$	0.0002
Weighted Average Common Shares:
Basic:		74,443,284			93,663,284			74,017,570			93,663,284
Diluted:		74,443,284			181,413,284			74,017,570			171,603,065

See accompanying notes to the financial ~~statement~~statements.

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FORM 10-Q SEPTEMBER 30, 2009

IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
	March 31, 2010			March 31, 2009
	September 30, 2009			September 30, 2008
Cash flows from operating activities:
Income (loss) from continuing operations	$	(1,204,981	)	$	26,233
Net loss	$	(84,503	)	$	(136,940	)
Income from discontinued operations		--			4,590
Adjustment to reconcile net loss to net cash provided by (used in) operating activities
Net income (loss)		(1,204,981	)		30,823
Depreciation expense		--			245
Adjustment to reconcile net income (loss) to net cash provided by (used) in operating activities
Loss on disposal of assets		--			2,925
Depreciation expense		245			19,317
Equity in losses of Positron Corporation		31,828			17,467
Stock based compensation		839,000			--
Common stock issued for services		38,970			--
Equity in losses of Positron Corporation		58,450			117,156
Loss on disposal of assets		2,925			--
Majority interest in income of subsidiary					14,025
Changes in operating assets and liabilities:
Accounts receivable		--			69,422
Accounts payable and accrued liabilities		13,663			99,402
Interest receivable		--			(67,875	)
Net cash used in operating activities		(42	)		(16,901	)
Accounts payable and accrued liabilities		278,192			(33,838	)
Net cash provided by (used in) operating activities		(26,169	)		149,030
Cash flows from investing activities:
Note receivable to related party		--			(835,000	)
Net cash used in investing activities		--			(835,000	)
Cash flows from financing activities:
Advance from affiliate		~~25,364~~--			--16,155
Payments to affiliates		--			(191,890	)
Net cash provided by financing activities		--			16,155
Payments of note payable		--			(62,051	)
Net decrease in cash		(42	)		(746	)
Deposits for equity investment		--			200,000
Cash at beginning of period		140			942
Preferred stock issued		--			770,000
Cash at end of period	$	98		$	196
Net cash provided by financing activities		25,364			716,059
Net increase (decrease) in cash		(805	)		30,089
Cash at beginning of period		942			24,120
Cash at end of period	$	137		$	54,209
Supplemental cash flow information:
Interest paid	$	--		$	~~15,942~~--
Income taxes paid		--			--

See accompanying notes to the financial statements.

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FORM 10-Q SEPTEMBER 30, 2009

IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(CONTINUED)

Supplementary Schedule of Noncash Transactions

2009

On July 7, 2009, the Company returned 20,000,000 shares of treasury stock to unissued shares reducing common stock $20,000 and additional paid in capital by $360,300.

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IMAGIN MOLECULAR CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BUSINESS ORGANIZATION

Imagin Molecular Corporation (“Imagin” or the “Company”) was originally incorporated under the laws of the State of Delaware. Imagin commenced operations upon incorporation and was in the development stage through the first quarter of 2006 and through that period had very little revenue. Imagin’s subsidiary Cipher Multimedia, Inc (“Cipher”) operated Imagin’s original business, a digital distribution solution and marketing company which secures and allows access to digital content through proprietary encoding, encryption and authorization technology.

In 2005 Imagin’s Board of Director’s resolved to change the Company’s principal operations from multimedia encryption technology to positron emission tomography and medical imaging. Operations began in the second quarter of 2006 and the Company no longer operated in the development stage. On March 20, 2007, the Company’s Board of Directors authorized the spin-off of Cipher to the Company’s Shareholders of record on March 26, 2007. Solely from an accounting perspective, the results of Cipher are presented as discontinued operations in the Company’s consolidated statements of operations and cash flows. ~~See Positron Acquisition Corp. and Imagin Nuclear Partners discussions below.~~

Imagin Molecular Corporation, through its subsidiary Imagin Nuclear Partners (“INP”), engages in the business and operations of positron emission tomography (PET). The Company engages in the ownership of PET imaging center and the diagnosis and treatment of cancer, heart, and neurological diseases. It provides myocardial perfusion imaging technology, and 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 also offers cardiovascular PET and noninvasive coronary artery disease reversal programs to general/family/internal medicine physicians in the United States.

The Company is actively seeking a partner to assist in the execution of its business and operation’s plan moving forward.

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.

The Company holds 722,358 shares of Positron Corporation Series B Preferred Stock and 4,000,000 shares of the Positron Common Stock.

Imagin Nuclear Partners Corporation

In 2006, the Company’s wholly-owned subsidiary Imagin Nuclear Partners Corporation (“INP”) commenced scanning patients using Positron Emission Tomography myocardial perfusion imaging technology (“PET” or “PET imaging technology”) at a cardiac imaging center located in Beth Israel Medical Center in New York City (“BIMC”). Through BIMC, the Company has performed PET imaging on several hundred patients.

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

INP also asserted other claims in the aggregate amount of $318,144 and subsequently ceased supplying rubidium to BIMC thereafter. Also in the first quarter 2009, BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein. In August 2009, BIMC made payment for scans and services rendered in December 2008 in the amount of $51,000. In November 2009, INP sold the scanner to Positron Corporation which sold it to an unrelated third party –see note 5

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NOTE 2. BASIS OF PRESENTATION

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

In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation for the interim periods have been included. Operating results for the ~~nine~~ three month period ended ~~September~~March 3031, ~~2009~~ 2010, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2009~~2010. The accompanying financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Position and Results of Operations” should be read in conjunction with our company’s audited financial statements and related notes included in our company’s Form 10-K for the year ended December 31, ~~2008~~2009.

In preparing the interim unaudited consolidated financial statements, management was required to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgements that can be subjective and complex and consequently actual results may differ from these estimates.

All significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to the prior-period balances to conform to the current-period presentation.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a summary of significant accounting policies (which have not changed from December 31, ~~2008~~2009), see the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009.

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Principles of Consolidation and Nature of Operations

For the periods ended ~~September~~March 3031, ~~2009~~2010 and ~~2008~~2009, the financial statements include the accounts and transactions of Imagin Molecular Corporation and its subsidiaries Cipher Multimedia, Inc. (a discontinued operation ~~from an accounting perspective~~), Positron Acquisition Corp. and Imagin Nuclear Partners Corporation. All Intercompany transactions and balances have been eliminated.

Subsequent Events

The Company has evaluated subsequent events through November 16, 2009, the date it filed this quarterly report on Form 10-Q.

Recently Issued Accounting Pronouncements

In June 2009, the FASB issued new accounting guidance related to accounting standards codification and the hierarchy of GAAP. FASB Accounting Standards Codification (“Codification”) is to become the single official source of authoritative U.S. generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The Guidance reorganizes the previously issued GAAP pronouncements into accounting topics and displays them using a consistent structure. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. The guidance is effective for the Company as of the interim period ended September 30, 2009. As the Codification was not intended to change or alter existing GAAP, it did not have an impact on the Company’s consolidated financial statements. The only impact will be that any future references to authoritative accounting literature will be in accordance with the new numbering system prescribed by the Codification.

In April 2008, the FASB issued new accounting guidance on determining the useful life of intangible assets. This guidance amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets and adds certain disclosures for an entity’s accounting policy regarding treatment of the costs, period of extension, and total costs incurred. This guidance was applied prospectively to intangible assets acquired after January 1, 2009 and has not had a material impact on the financial results of the Company.

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

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NOTE 4. GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has sustained losses since inception and has accumulated losses of $4,~~752~~854,~~902~~663 and total stockholders’ deficit of $~~571~~628,~~745~~976 as of ~~September~~March 3031, ~~2009~~2010. The Company will need to raise additional capital to continue operations.

The Company has made a significant investment into the securities of Positron Corporation, a publicly owned Texas Corporation and affiliate of the Company (“Positron”). As of ~~September~~December 3031, 2009, the Company held 4,000,000 shares of Positron’s common stock and 722,358 shares of Positron’s Series B Convertible Preferred stock.

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

NOTE 5. ~~SALE~~INVESTMENT IN SECURITIES OF ~~EQUIPMENT~~POSITRON CORPORATION

~~On December~~At March 31, ~~2008~~2010, ~~INP~~the ~~advised~~Company ~~Beth~~owned ~~Israel~~4,000,000 ~~Medical~~shares ~~Center~~of ~~that~~Positron itCorporation’s ~~had~~common ~~breached the~~stock, ~~Equipment~~representing ~~Lease~~.97% ~~Agreement~~of (the ~~“Agreement”)~~outstanding ~~for~~common ~~certain~~stock, ~~positron~~and ~~emission tomography~~722,358 ~~(“PET”)~~of ~~scanning~~Positron’s ~~cameras~~Series ~~and~~B ~~related~~Preferred ~~radiologic~~Shares ~~equipment~~or (approximately 11% of the ~~“Equipment”),~~ class. The Company accounts for ~~failure~~its toinvestment ~~make~~in ~~certain~~the ~~payments~~securities of Positron Corporation under the ~~Agreement~~equity ~~(See~~method ~~Note 9)~~of accounting. ~~INP~~Based ~~also~~on ~~asserted~~its ~~other~~percentage ~~claims~~of inownership of Positron common stock, for the ~~aggregate~~three ~~amount~~months ofended ~~$318~~March 31,~~144~~ 2010 and ~~ceased~~ ~~supplying~~2009, ~~rubidium~~the toCompany ~~BIMC~~recorded ~~thereafter. Additionally,~~equity ~~BIMC asserted~~in ~~that~~the ~~INP~~losses ~~had~~of ~~breached~~Positron ~~the~~of ~~Agreement~~$31,828 and ~~demanded~~$17,467, ~~that~~respectively, ~~INP~~reducing ~~remove~~the carrying value of the ~~scanner~~ ~~located~~Positron ~~therein~~securities to $254,945 at March 31, 2010.

OnSummarized ~~May~~financial ~~1, 2009,~~information ~~INP~~for ~~and~~ Positron ~~Corporation~~for ~~(“Positron”)~~the ~~executed~~three amonths ~~Bailment~~ended ~~Agreement (the~~March ~~“Bailment”) whereby~~31, 2010 and 2009 follows:

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

	Three Months Ended March 31, 2010			Three Months Ended March 31, 2009
Revenues	$	467,000		$	367,000
Loss from operations		(3,146,000	)		(527,000	)
Net loss		(3,265,000	)		(746,000	)
Loss per share	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding		410,371,000			170,733,440

The Equipment, which was previously reported as property and equipment, net of accumulated depreciation has been reclassified to a current asset as an asset being held for sale. The Company did not record depreciation related to the Equipment during the nine months ended September 30, 2009. At September 30, 2009, the net book value of the Equipment was $179,983. In November 2009, the Company sold the machine to Positron and satisfied its obligation to Cherry Creek. Positron subsequently sold the machine to an unrelated third party.

	March 31, 2010
Current assets	$	1,540,000
Total assets		1,667,000
Current liabilities		8,887,000
Total liabilities		9,147,000
Stockholders’ deficit		(7,480,000	)
Common shares outstanding		455,620,000

~~NOTE 6. PROPERTY~~The ~~AND~~underlying ~~EQUIPMENT~~common shares related to anti-dilutive securities not included in Positron’s net loss per share calculation as of March 31, 2010 were as follows:

Property and equipment at September 30, 2009 and December 31, 2008 consisted of the following:

Convertible Series A Preferred Stock			457,000
Convertible Series B Preferred Stock			634,599,000
Convertible Series G Preferred Stock			5,829,000
Convertible Series S Preferred Stock			1,000,000,000
Stock Warrants			190,642,000
Stock Options			26,645,000
			250,000,000
			2,108,172,000

	September 30,2009		December 31,2008
Machinery and equipment	$	--	$	234,760
Computers and software		2,941		9,442
Subtotal		2,941		244,202
Less: accumulated depreciation		(2,941)		(61,049)
Total	$	--	$	183,153

NOTE 7. INVESTMENT IN SECURITIES OF POSITRON CORPORATION

At September 30, 2009, the Company owned 4,000,000 shares of Positron Corporation’s common stock, representing 2.34% of the outstanding common stock, and 722,358 of Positron’s Series B Preferred Shares or approximately 11% of the class. The Company accounts for its investment in the securities of Positron Corporation under the equity method of accounting. Based on its percentage of ownership of Positron common stock, for the three months ended September 30, 2009 and 2008, the Company recorded equity in the losses of Positron of $20,931 and $6,345, respectively. For the nine months ended September 30, 2009 and 2008, the Company recorded equity in the losses of Positron of $58,450 and $117,156, respectively, reducing the carrying value of the Positron securities to $317,717 at September 30, 2009. At September 30, 2009, the Company’s 4,000,000 shares of Positron’s common stock had an aggregate market value of $280,000. Management believes that the combined fair value of the common and the preferred exceeds the carrying value at September 30, 2009 and therefore the investment has not been impaired.

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~~Summarized financial~~NOTE ~~information~~6. ~~for~~STOCKHOLDERS’ ~~Positron for the nine months ended September 30, 2009 and 2008 follows:~~DEFICIT

	Nine Months Ended September 30, 2009			Nine Months Ended September 30, 2008
Revenues	$	889,000		$	1,577,000
Loss from operations		(2,368,000	)		(3,124,000	)
Net loss		(2,664,000	)		(3,381,000	)
Loss per share	$	(0.014	)	$	(0.030	)
Weighted average shares outstanding		198,935,000			126,357,,000

On January 25, 2010, the Company issued 556,716 shares of common stock to it Chief Financial Officer as compensation. On the date the shares were issued the common stock had a fair market value of $0.07 per share. For the three months ended March 31, 2010, the Company recorded compensation expense of $38,970 to the shares issued.

	September 30, 2009
Current assets	$	1,290,000
Total assets		1,323,000
Current liabilities		7,212,000
Total liabilities		7,651,000
Stockholders’ deficit		(6,328,000	)
Common shares outstanding		250,623,684

NOTE 7. INCOME TAXES

The ~~underlying~~ ~~common~~Company ~~shares~~has ~~related~~incurred tolosses ~~anti-dilutive~~since ~~securities~~its inception and, therefore, has not ~~included~~been ~~in Positron’s~~subject to federal income taxes. As of March 31, 2010, the Company had net operating loss ~~per~~(“NOL”) ~~share~~carryforwards ~~calculation~~for asincome tax purposes of ~~September~~approximately 30$6,000,000, ~~2009~~which ~~were~~expire ~~as follows:~~in 2022 through 2029. Under the provisions of Section 382 of the Internal Revenue Code the greater than 50% ownership change of the Company’s common stock limits the Company’s ability to utilize its NOL carryforwards to reduce future taxable income and related tax liabilities.

Convertible Series A Preferred Stock			457,000
Convertible Series B Preferred Stock			716,822,000
Convertible Series G Preferred Stock			6,939,000
Convertible Series S Preferred Stock			1,000,000,000
Stock Warrants			149,338,000
Stock Options			24,675,000
			1,898,231,000

NOTE 8. NOTES PAYABLE

On September 11, 2006, the Company issued a 12% secured promissory note to Cherry Creek Capital Partners (“Cherry Creek”), an unrelated party, in the amount of $300,000. Pursuant to the terms of the note, commencing on October 1, 2006, as amended the Company made a payment of $17,566 in November 2006 and is required to make 30 consecutive monthly installments of $11,142, including interest, commencing in July 2007. A final payment of all outstanding principal and accrued interest is due and payable on March 10, 2010. The promissory note is secured by certain assets of the Company including 4,000,000 shares of common stock of Positron Corporation ("Positron"), for which the Company has granted Cherry Creek a security interest. As of September 30, 2009 the principal balance of the promissory note is $182,710, all of which is included in current liabilities. Accrued interest on the outstanding balance was $23,068 at September 30, 2009.

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

NOTE 9. EQUIPMENT LEASE AGREEMENT

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

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INP also asserted other claims in the aggregate amount of $318,144 and ceased supplying rubidium to BIMC thereafter. BIMC asserted that INP had breached the Agreement and demanded that INP remove the scanner located therein. On May 1, 2009, INP executed a bailment agreement with Positron Corporation, the terms of which provide Positron with possession of the Equipment for the purpose of remanufacturing, reconditioning, remarketing and reselling. In November 2009, the Company sold the machine to Positron and satisfied its obligation to Cherry Creek. Positron subsequently sold the machine to an unrelated third party.

NOTE 10. STOCK OPTIONS

For all of the Company’s stock-based compensation plans, the fair value of each grant was estimated at the date of grant using the Black-Scholes option-pricing model. Black-Scholes utilizes assumptions related to volatility, the risk-free interest rate, the dividend yield (which is assumed to be zero, as the Company has not paid cash dividends to date and does not currently expect to pay cash dividends) and the expected term of the option. Expected volatilities utilized in the model are based mainly on the historical volatility of the Company’s stock price over a period commensurate with the expected life of the share option as well as other factors. The risk-free interest rate is derived from the zero-coupon U.S. government issues with a remaining term equal to the expected life at the time of grant. Fair market value using the Black-Scholes option-pricing model for the nine months ended September 30, 2009 was determined using the following assumptions:

Expected life (years)	5
Risk free rate of return	2.375	%
Dividend yield	0
Expected volatility	547	%

On August 14, 2009, the Company granted 20,000,000 stock options to employees and board members at an exercise price of $0.015 per share. For the three and nine months ended September 30, 2009 the Company recorded compensation expense of $800,000 related to stock option grants.

NOTE 11. INCOME TAXES

The Company has incurred losses since its inception and, therefore, has not been subject to federal income taxes. As of September 30, 2009, the Company had net operating loss (“NOL”) carryforwards for income tax purposes of approximately $4,200,000, which expire in 2022 through 2028. Under the provisions of Section 382 of the Internal Revenue Code the greater than 50% ownership change of the Company’s common stock limits the Company’s ability to utilize its NOL carryforwards to reduce future taxable income and related tax liabilities.

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

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

Deferred income taxes consist of the following as of ~~September~~March 3031, ~~2009~~2010 and December 31, ~~2008~~ 2009:

	September 30, 2009		December 31, 2008
	March 31, 2010		December 31, 2009
Deferred tax assets
Net operating loss carryforwards	$	1,~~417~~535,000	$	1,~~282~~500,000
Accounts receivable allowance		--		17,000
Unrealized loss on investment impairment and equity in losses of Positron Corporation		503,000		442,000
Stock option compensation		272,000		--
Stock Based Compensation		285,000		272,000
Unrealized loss on investment impairment and equity in losses of Positron Corporation		432,000		412,000
		2,323,000		2,214,000
		2,121,000		1,711,000
Valuation allowance		(2,323,000)		(2,214,000)
Valuation allowance		(2,121,000)		(1,711,000)
	$	-	$	-

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

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

~~Relationship with~~The ~~Beth~~Company ~~Israel~~is ~~Hospital~~including the following cautionary statement in this Quarterly Report on Form 10-Q to make applicable and utilize the safe harbor provision of the Private Securities Litigation Reform Act of 1995 regarding any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

InThe ~~May 2007, the~~ Company’s ~~wholly-owned subsidiary~~expectations, ~~INP~~beliefs and ~~Beth Israel Medical Center~~ ~~(“BIMC”)~~projections ~~executed~~are anexpressed ~~Equipment~~in ~~Lease Agreement~~good ~~(the~~faith ~~“Agreement”)~~and ~~for~~are ~~certain~~believed ~~positron~~by ~~emission~~the ~~tomography~~Company ~~(“PET”) scanning~~to ~~cameras~~have ~~and~~a ~~related~~reasonable ~~radiologic~~basis, ~~equipment~~including ~~(the “Equipment”). Under~~without ~~the~~limitations, ~~terms~~examination of ~~the~~historical ~~Agreement~~operating trends, ~~BIMC~~data ~~leased~~contained ~~the equipment~~in ~~for~~records ~~use~~and inother ~~its~~data onavailable ~~site~~from ~~PET~~third ~~Lab~~parties, ~~where~~but itthere ~~performs~~can ~~PET~~be ~~scans~~no onassurance ~~its patients. The~~that ~~initial~~the ~~lease~~Company’s ~~term~~expectations, ~~was~~beliefs ~~three~~or ~~(3)~~projections ~~years~~will ~~commencing~~result, ~~on June~~or 4be achieved, ~~2007~~or ~~(the~~be ~~“Effective Date”)~~accomplished.

On December 31, 2008, INP advised BIMC that it had breached the Agreement for failure to make certain payments under the Agreement. In addition, INP advised BIMC that it was seeking payment of $188,700 for 102 inpatient scans that BIMC had requested it perform on behalf of BIMC patients and had failed to reimburse INP for. Due to the uncertainty surrounding the reimbursement of the scans, the Company had either reserved against revenue amounts previously recorded or did not record these scans as revenue. In August 2009, BIMC made payment for scans and services rendered in December 2008 in the amount of $51,000 which had been previously reserved. In November 2009, the Company sold the machine to Positron Corporation. Positron Corporation subsequently sold the machine to an unrelated third party.Overview

~~Comparison~~Imagin Molecular Corporation, through its subsidiaries, has engaged in the business and operations of positron emission tomography (PET). The Company engaged in the ~~Results~~ownership of ~~Operations~~ ~~for~~PET imaging center and the ~~Three~~diagnosis ~~Months~~and ~~ended~~treatment ~~September~~of 30cancer, ~~2009~~heart, and ~~2008~~ neurological diseases. It provides myocardial perfusion imaging technology, and 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 also offers cardiovascular PET and noninvasive coronary artery disease reversal programs to general/family/internal medicine physicians in the United States.

~~During the~~Although ~~three~~not ~~months~~currently ~~ended~~engaged ~~September~~in ~~30,~~any ~~2009~~PET imaging operations, the Company ~~had~~is aactively ~~net~~seeking ~~loss~~a ofpartner ~~$754,434 compared~~ to ~~net~~assist ~~income~~in ofthe ~~$78,743~~execution ~~for~~of ~~the~~its ~~three~~business ~~months~~and ~~ended~~operation’s ~~September~~plan ~~30, 2008~~moving forward.

~~The Company~~Comparison ~~did~~of ~~not~~the ~~record~~Results ~~any~~of ~~revenues~~Operations for the ~~three~~Three ~~months~~Months ended ~~September~~March 3031, ~~2009. The~~ ~~Company~~2010 ~~has subsequently removed~~ and sold the scanner. Revenues for the three months ended September 30, 2008 were $154,045. The decrease in revenue was due to the termination of the Company’s relationship with Beth Israel Medical Center.2009

InDuring ~~March 2009,~~ the ~~Company~~three ~~terminated~~months ~~the~~ended ~~rubidium~~March ~~supply~~31, ~~agreement.~~2010 ~~Under~~ the ~~terms of its agreement with its rubidium supplier, the~~ Company ~~was~~had ~~required give~~ a 90net ~~day notice~~loss ~~prior~~of to$84,503 ~~terminating~~compared ~~the agreement. During the 90 day termination period the Company was required~~ to ~~continue~~a ~~its~~net ~~purchase~~loss of ~~rubidium.~~$136,940 ~~The 90 day period expired in June 2009 and therefore no additional was recorded~~ for the three months ended ~~September~~March 3031, 2009. ~~For the three months ended September 30, 2008, costs of revenues were $90,315, which represents its supply of rubidium.~~

~~Operating expenses~~For ~~were $746,281 and $17,232 for~~ the three months ended ~~September~~March 3031, 2009 ~~and~~ ~~2008,~~costs ~~respectively.~~of ~~For~~revenues ~~the~~were ~~three~~$90,315. ~~months~~The ~~ended~~Company ~~September~~terminated ~~30,~~its ~~2009,~~agreement ~~operating expenses~~with ~~include~~the ~~approximately~~supplier ~~$800~~of rubidium,~~000~~ ofthe ~~compensation~~pharmaceutical ~~expense~~agent ~~related~~used toin the ~~issuance~~ ofPET 20scanning process. However,~~000,000~~ ~~stock~~under ~~options~~the toterms ~~certain~~of ~~employees~~its ~~and~~agreement ~~directors. Operating~~with ~~expenses~~the ~~also~~supplier, ~~include~~the Company was required give a ~~$51,000~~90 ~~recovery~~day ofnotice ~~bad~~prior ~~debts~~to asterminating ~~well~~the asagreement. Consequently, the ~~reversal~~ ofCompany ~~over~~recorded ~~accrual~~an ~~amounts~~additional ~~for~~$90,315 ~~previously~~of ~~recorded~~costs ~~general~~despite ~~and administrative~~not ~~expenses~~recording any lease revenue.

~~Interest expense~~Operating onexpenses ~~notes~~were ~~payable was~~ $152,~~621~~675 and $518,~~201~~193 for the three months ended ~~September~~ 30March 31, ~~2009~~2010 and ~~2008~~2009, respectively. ~~The~~ ~~interest~~For ~~is on~~ the ~~principal~~ ~~balance~~three ofmonths ~~the~~ended ~~Cherry~~March ~~Creek~~31, ~~loan.~~2010, ~~The~~the Company ~~also~~ recorded ~~miscellaneous~~ ~~income~~compensation expense of $1438,~~400~~ 970 for ~~certain~~shares ~~debt~~of ~~forgiveness~~common onstock ~~the Cherry~~issued ~~Creek~~to ~~note~~its Chief Financial Officer.

For the three months ended ~~September~~March 3031, 2009, ~~and~~interest ~~2008,~~expense ~~the~~on ~~Company~~notes ~~recorded~~payable ~~equity~~was in $10,965. In October 2009, the ~~losses~~Company ofsatisfied ~~Positron~~its ofobligation ~~$20,931~~with ~~and~~respect ~~$6345,~~to ~~respectively~~the notes.

~~Comparison~~For ofthe three months ended March 31, 2010 and 2009, the ~~Results~~Company ~~of Operations~~recorded ~~for~~equity in the ~~Nine~~losses ~~Months~~of ~~ended~~Positron ~~September~~of 30$31,828 ~~2009~~ and ~~2008~~ $17,467, respectively.

During the nine months ended September 30, 2009 the Company had a net loss of $1,204,981 compared to net income of $30,823 for the nine months ended September 30, 2008.

The Company did not record any revenues during the nine months ended September 30, 2009. Revenues for the nine months ended September 30, 2008 were $460,045. The decrease in revenue was due to the termination of the Company’s relationship with Beth Israel Medical Center.

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For the nine months ended September 30, 2009 and 2008, costs of revenues were $90,315 and $270,945. Despite not performing any scans in 2009, the Company did incur the cost of the rubidium. In March 2009, the Company terminated the rubidium supply agreement. Under the terms of its agreement with its rubidium supplier, the Company was required give a 90 day notice prior to terminating the agreement. During the 90 day termination period the Company was required to continue its purchase of rubidium. The expense incurred subsequent to termination has been classified as an operating expense.

Operating expenses were $1,052,548 and $95,517 for the nine months ended September 30, 2009 and 2008, respectively. For the nine months ended September 30, 2009, operating expenses include approximately $180,000 of costs due pursuant to termination provisions under the Company’s rubidium supply agreement. In prior periods, all rubidium cost were included as cost of revenues. Additionally, operating expenses include approximately $800,000 of compensation expense related to the issuance of 20,000,000 stock options to certain employees and directors. Other operating costs incurred consisted primarily of professional fees.

Interest expense on notes payable was $15,142 and $18,069 for the six months ended September 30, 2009 and 2008, respectively. The interest accrued is on the outstanding balance on the note due to Cherry Creek. The Company did not make any principal payments during the nine months ended September 30, 2009. The Company also recorded miscellaneous income of $14,400 for certain debt forgiveness on the Cherry Creek note. The note obligation was settled in full in November 2009.

For the nine months ended September 30, 2009 and 2008, the Company recorded equity in the losses of $58,450 and $117,156, respectively.

Liquidity and Capital Resources

At ~~September~~ 30March 31, ~~2009~~2010, the Company had current assets of $~~201,260~~ 98 and current liabilities of $~~860~~653,~~664~~961 compared to December 31, ~~2008~~2009 when the Company had current assets and current liabilities of $~~942~~140 and $~~535~~640,~~968~~298, respectively. The Company reclassified to a current asset, its PET scan machine that was being leased by BIMC. The net book value of the machine included in current assets was $179,983 at September 30, 2009. In November 2009, the Company sold the machine to an unrelated third party for $350,000. The increase in current liabilities is due primarily to the increase in accrued expenses due under the rubidium supply agreement.

Current liabilities at ~~September~~March 3031, ~~2009~~2010 ~~included~~include ~~the~~accounts ~~Cherry Creek note~~ payable ~~of $182,710. On March 16, 2009 Cherry Creek issued a Notice of Right To Cure~~ and ~~Demand~~ ~~for~~accrued ~~Payment~~expenses of ~~all past due amounts. On May 1~~$624,737 ~~2009, the Company~~ and ~~Cherry~~amounts ~~Creek~~due ~~executed~~affiliated acompanies ~~letter~~totaling ~~agreement (the “Agreement”) whereby~~$29, ~~Cherry Creek acknowledged that Positron Corporation, in its capacity as remarketing agent, has taken possession of the equipment that collateralizes the note~~224. Pursuant to the terms of the Agreement, Positron would instruct any buyer of the equipment to remit all payments to the Company’s legal counsel for disbursement to Cherry Creek for full payment of the note and all accrued interest. In November 2009, the equipment was sold and the note to Cherry Creek was satisfied in full.

Net cash used in operating activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 was $~~26,169~~42 compared to ~~net cash provided by operating activities of~~ $~~149~~16,~~030~~901 during the ~~nine~~three months ended ~~September~~March 3031, ~~2008~~2009. NoOverall, ~~scans~~the ~~were performed~~decrease atis ~~BIMC~~attributable to a lower net loss during the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2010 ~~and~~as ~~therefore no~~compared ~~revenue~~to ~~was~~the ~~recorded~~three ~~thus~~months ~~resulting~~ended inMarch a31, ~~decrease in cash provided~~2009.

The Company did not have any investing activities during the nine months ended September 30, 2009. During the nine months ended September 30, 2008, the Company used $835,000 in investing activities related to a related party note receivable.10

~~Net~~Table ~~cash provided~~of by financing activities was $25,364 and $716,059 for the nine months ended September 30, 2009 and 2008, respectively. During the nine months ended September 30, 2008, the Company issued preferred stock for $770,000.Contents

~~On September~~The ~~30, 2009 the~~ Company ~~had~~did annot ~~accumulated~~have ~~deficit~~any ofinvesting ~~$4,752,902~~activities ~~and total~~during ~~stockholders’ deficit of $571,745. The Company is dependent upon~~ the ~~sale~~three ormonths ~~lease~~ended ofMarch ~~its~~31, ~~PET~~2010 ~~machine (subsequently sold in November 2009) and additional debt~~ or ~~equity~~March ~~financings~~31, ~~to resolve the Company’s liquidity issues and allow it to continue to operate~~2009.

Net cash provided by financing activities was $16,155 for the three months ended March 31, 2009 which represents advances from Positron Corporation, an affiliated company. The Company did not record any financing activity during the three months ended March 31, 2010.

On March 31, 2010 the Company had an accumulated deficit of $4,854,663and total stockholders’ deficit of $628,976. The Company is dependent on debt or equity financings to resolve the Company’s liquidity issues and allow it to continue to operate as a going concern.

Effects of Inflation

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

Forward Looking Statements

This report includes "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be considered "forward looking statements". Such statements are included, among other places in this registration statement, in the sections entitled "Management's Discussion and Analysis or Plan of Operation," "Description of Business" and "Description of Property." Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Registrant can give no assurance that such expectations will prove to have been correct.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 4. Controls And Procedures

Disclosure Controls and Procedures

Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. As reported in our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009, the Company’s chief executive and financial officer ~~have~~has determined that there are material weaknesses in our disclosure controls and procedures.

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

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

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

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

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

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

Changes in Internal Control over Financial Reporting

As reported in our Annual Report on Form 10-K for the year ended December 31, ~~2008~~2009, management is aware that there is a significant deficiency and a material weakness in our internal control over financial reporting and therefore has concluded that the Company’s internal controls over financial reporting were not effective as of December 31, ~~2008~~2009. The significant deficiency relates to a lack of segregation of duties due to the small number of employees involvement with general administrative and financial matters. The material weakness relates to a lack of formal policies and procedures necessary to adequately review significant accounting transactions.

There have not been any changes in the Company's internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2009~~2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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FORM 10-Q

SEPTEMBER 30, 2008

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

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

None.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. ~~Submission~~Other ~~of Matters to Vote of Security Holders~~Information

~~None~~ITEM 5. Exhibits

ITEM 5. Other Information

None.

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.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hinsdale, State of Illinois on ~~November~~May 1617, ~~2009~~2010.

Imagin Molecular Corporation

Date: November 16, 2009	/s/ Joseph G. Oliverio
Date: May 19, 2010	/s/ Joseph G. Oliverio
	Joseph G. Oliverio
	Chief Executive Office, Director
	(principal executive officer)
Date: November 16, 2009	/s/ Corey N. Conn
Date: May 19, 2010	/s/ Corey N. Conn
	Corey N. Conn
	Chief Financial Officer
	(principal accounting officer)

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

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Filing Compare · IMAGIN MOLECULAR CORP