Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - IMAGIN MOLECULAR CORP | ex32_2.htm |
| EX-31.1 - EXHIBIT 31.1 - IMAGIN MOLECULAR CORP | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - IMAGIN MOLECULAR CORP | ex32_1.htm |
| EX-31.2 - EXHIBIT 31.2 - IMAGIN MOLECULAR CORP | ex31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the quarterly period ended
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JUNE 30, 2010
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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For the transition period from ___________________________ to ___________________________
Commission file number 000-23873
IMAGIN MOLECULAR CORPORATION
(Exact Name of Registrant as specified in its charter)
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Delaware
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13-4099008
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification No.)
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1324 36th Avenue North East
Calgary, Alberta Canada
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T2E 8S1
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(Address of Principal Executive Offices)
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(Zip Code)
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Issuer’s Telephone Number, Including Area Code:
(416) 817-5803
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3 Grant Square, #315
Hinsdale, Illinois 60521
(630) 230-8734
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(Former address and phone number since last report)
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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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a larger accelerated filer, an accelerated filer, a non-accelerated or a smaller reporting company. See the definition of "large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
The numbers of shares outstanding of each of the issuer's classes of common equity, as of August 23, 2010, are as follows:
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Class of Securities
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Shares Outstanding
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Common Stock, $0.001 par value
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95,000,000
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Explanatory Note: The Registrant is filing this Form 10-Q/A since the original Form 10-Q filed on August 23, 2010 contained financial statements which were not reviewed by the Registrant’s independent public accountants. The financial statements contained within this Form 10-Q/A have been reviewed by the Registrant’s independent public accountants.
IMAGIN MOLECULAR CORPORATION
FOR THE QUARTER ENDED JUNE 30, 2010
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INDEX
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Page
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PART I - FINANCIAL INFORMATION
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3
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3
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4
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5
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6
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8
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10
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10
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PART II-OTHER INFORMATION
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12
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12
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12
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12
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12
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12
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PART 1 – FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
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ASSETS
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June 30, 2010
(unaudited)
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December 31,
2009
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||||||
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Current assets:
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Cash
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$ | -- | $ | 140 | ||||
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Total current assets
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-- | 140 | ||||||
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Other assets:
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Investment in securities of Positron Corporation
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210,818 | 286,773 | ||||||
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Total assets
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$ | 210,818 | $ | 286,913 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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Accounts payable
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$ | 48,238 | $ | 48,238 | ||||
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Accrued expenses
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576,499 | 562,836 | ||||||
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Due to affiliate
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29,224 | 29,224 | ||||||
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Total current liabilities
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653,961 | 640,298 | ||||||
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Majority interest in consolidated subsidiary
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230,058 | 230,058 | ||||||
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Total liabilities
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884,019 | 870,356 | ||||||
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Stockholders’ deficit:
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Preferred Stock, $0.001 par value; 5,000,000 shares authorized
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-- | -- | ||||||
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Common stock, $0.001 par value; 95,000,000 shares authorized, 95,000,000 shares issued, and 95,000,000 shares outstanding as of June 30, 2010 and 74,443,284 as of December 31, 2009.
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95,000 | 74,443 | ||||||
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Additional paid-in capital
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4,246,184 | 4,112,274 | ||||||
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Accumulated deficit
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(5,014,385 | ) | (4,770,160 | ) | ||||
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Total stockholders’ deficit
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(673,201 | ) | (583,443 | ) | ||||
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Total liabilities and stockholders’ deficit
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$ | 210,818 | $ | 286,913 | ||||
See accompanying notes to the financial statements.
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FORM 10-Q
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JUNE 30, 2010
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
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Six Months Ended
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June 30, 2010
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June 30, 2009
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June 30, 2010
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June 30, 2009
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Revenues:
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$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
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Costs of revenues:
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-- | -- | -- | 90,315 | ||||||||||||
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Gross loss
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-- | -- | -- | (90,315 | ) | |||||||||||
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Operating expenses:
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Marketing, general and administrative
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200,098 | 290,999 | 252,773 | 309,192 | ||||||||||||
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Total operating expenses
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200,098 | 290,999 | 252,773 | 309,192 | ||||||||||||
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Loss from operations
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(200,098 | ) | (290,999 | ) | (252,773 | ) | (399,507 | ) | ||||||||
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Interest expense
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-- | (2,556 | ) | -- | (13,521 | ) | ||||||||||
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Equity in losses of Positron Corporation
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(44,127 | ) | (20,052 | ) | (75,955 | ) | (37,519 | ) | ||||||||
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Total other expense
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(44,127 | ) | (22,608 | ) | (75,955 | ) | (51,040 | ) | ||||||||
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Loss before income taxes
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(244,225 | ) | (313,607 | ) | (328,728 | ) | (450,547 | ) | ||||||||
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Income taxes
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-- | -- | -- | -- | ||||||||||||
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Net loss
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$ | (244,225 | ) | $ | (313,607 | ) | $ | (328,728 | ) | $ | (450,547 | ) | ||||
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Loss Per Share:
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$ | (0.0027 | ) | $ | (0.0042 | ) | $ | ( 0.0042 | ) | $ | ( 0.0061 | ) | ||||
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Weighted average common shares:
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95,000,000 | 73,937,570 | 77,685,536 | 73,801,185 | ||||||||||||
See accompanying notes to the financial statement
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FORM 10-Q
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JUNE 30, 2010
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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June 30, 2010
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June 30, 2009
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Cash flows from operating activities:
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Net loss
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$ | (328,728 | ) | $ | (450,547 | ) | ||
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Adjustment to reconcile net loss to net cash used in operating activities
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Depreciation expense
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-- | 245 | ||||||
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Loss on disposal of assets
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-- | 2,925 | ||||||
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Common stock issued for services
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238,970 | 39,000 | ||||||
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Equity in losses of Positron Corporation
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75,955 | 37,519 | ||||||
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Changes in operating assets and liabilities:
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Accounts payable and accrued liabilities
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13,663 | 344,578 | ||||||
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Net cash used operating activities
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(140 | ) | (26,280 | ) | ||||
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Cash flows from financing activities:
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Advance from affiliate
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-- | 25,364 | ||||||
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Net cash provided by financing activities
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-- | 25,364 | ||||||
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Net decrease in cash
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(140 | ) | (916 | ) | ||||
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Cash at beginning of period
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140 | 942 | ||||||
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Cash at end of period
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$ | -- | $ | 26 | ||||
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Supplemental cash flow information:
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Interest paid
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$ | -- | $ | -- | ||||
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Income taxes paid
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$ | -- | $ | -- | ||||
See accompanying notes to the financial statements.
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.
On April 1, 2010, the Company entered into an agreement with Imaging Diagnostic Centres, Inc., a Canadian corporation (“IDC”) agreed to sell 3,100,000 shares of Positron Corporation’s Series B Convertible Preferred Stock held by IDC to the Company in exchange for 310,000,000 newly-issued shares of the Company’s Common Stock. The valuation of the IMAGIN Molecular Corporation stock and also the Positron Corporation Series B Preferred Stock on the date of the agreement was $4,100,000. In consideration for 310,000,000 newly-issued shares of the Company’s Common Stock. Additionally, the Company agreed to transfer a viable positron emission tomography concept to develop “Positron Cardiac Care Clinics” (the "Imagin Business Concept") and IDC would deliver a viable concept to develop and operate a biodegradable plastic bottle subsidiary. If the Company fails to deliver the Imagin Business Concept at the closing, it shall issue an interest-free promissory note in the principal amount of $1,000,000 to IDC, due on the third anniversary of the closing with the right to prepayment, without penalty, from excess cash generated by the Company. The consummation of this transaction is contingent upon the amendment of the Company’s Certificate of Incorporation to increase its authorized number of shares of Common Stock to 950,000,000 shares. When consummated, the transaction will result in a change of control of the Company and IDC will become the Company’s majority shareholder. As of September 24, 2010, this transaction has not yet been consummated.
On July 21, 2010, the Company filed a Definitive Information Statement with the Securities and Exchange Commission to amend the Company’s Certificate of Incorporation to increase its authorized capitalization to 1,000,000,000 shares, of which 950,000,000 will be Common Stock and 50,000,000 will be preferred stock, and to change the name of the Company to The Planet Bottle Corporation.
The Company holds 722,358 shares of Positron Corporation Series B Preferred Stock and 4,000,000 shares of the Positron Common Stock.
Resignation and Election of New Directors and Officers
On June 3, 2010, Joseph G. Oliverio resigned as Director and Chief Executive Officer of the Registrant, Corey Conn resigned as Director and Chief Financial Officer of the Registrant and Neil Sy resigned as Director of the Registrant.
On June 3, 2010, Patrick J. Rooney, Ghassan Barazi and Nicholas Anthony Havercroft were elected and appointed to the Board of Directors of the Registrant. Also on that date, Mr. Rooney was appointed Chief Executive Officer and Director of Corporate Development and Mr. Barazi was appointed the Registrant’s President.
Amendments to Certificate of Incorporation and Refocus of Operations
On June 8, 2010, our Board of Directors and a majority of shareholders authorized an amendment to the Company’s Certificate of Incorporation to change the name of the Registrant to “The Planet Bottle Corporation”, effect a reverse split of the Registrant’s Common Stock per share on a 1:10 basis and authorize the issuance of blank check preferred stock, par value $0.001 per share. In addition, the Company intends to adopt a new business plan in the oxo-biodegradable and/or “Green” sector. Oxo-biodegradable technology is based on proven science wherein the molecular structure of plastic is reduced then fragmented by the introduction of a masterbatch additive, changing the very nature of the plastic thus making it more susceptible to digestion by microbes or bacteria as found commonly in landfills and/or the environment.
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 six month period ended June 30, 2010, are not necessarily indicative of the results that may be expected for the year ending December 31, 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, 2009.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a summary of significant accounting policies (which have not changed from December 31, 2009), see the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.
Principles of Consolidation and Nature of Operations
For the periods ended June 30, 2010 and 2009, the financial statements include the accounts and transactions of Imagin Molecular Corporation and its subsidiaries Cipher Multimedia, Inc. (a discontinued operation), Positron Acquisition Corp. and Imagin Nuclear Partners Corporation. All Intercompany transactions and balances have been eliminated.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
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 $5,014,385 and total stockholders’ deficit of $673,201 as of June 30, 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 June 30, 2010, 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. INVESTMENT IN SECURITIES OF POSITRON CORPORATION
At June 30, 2010, the Company owned 4,000,000 shares of Positron Corporation’s common stock, representing .58% of the outstanding common stock, and 722,358 of Positron’s Series B Preferred Shares or approximately 12% 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 ownership of Positron common stock, for the six months ended June 30, 2010 and 2009, the Company recorded equity in the losses of Positron of $75,955 and $37,519, respectively, reducing the carrying value of the Positron securities to $210,818 at June 30, 2010.
Summarized financial information for Positron for the six months ended June 30, 2010 and 2009 follows:
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Six Months Ended
June 30, 2010
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Six Months Ended
June 30, 2009
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Revenues
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$ | 1,401,000 | 701,000 | |||||
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Loss from operations
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(10,246,000 | ) | (1,373,000 | ) | ||||
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Net loss
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(9,658,000 | ) | (1,675,000 | ) | ||||
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Loss per share
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$ | (0.02 | ) | (0.009 | ) | |||
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Weighted average shares outstanding
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495,417,000 | 185,402,000 | ||||||
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June 30, 2010
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Current assets
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$ | 5,540,000 | ||
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Total assets
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5,722,000 | |||
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Current liabilities
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6,648,000 | |||
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Total liabilities
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10,814,000 | |||
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Stockholders’ deficit
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(5,092,000 | ) | ||
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Common shares outstanding
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686,510.878 | |||
The underlying common shares related to anti-dilutive securities not included in Positron’s net loss per share calculation as of June 30, 2010 were as follows:
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Convertible Series A Preferred Stock
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457,000 | |||
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Convertible Series B Preferred Stock
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607,200,000 | |||
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Convertible Series G Preferred Stock
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2,920,000 | |||
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Convertible Series S Preferred Stock
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1,000,000,000 | |||
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Stock Warrants
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215,062,505 | |||
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Stock Options
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250,000,000 | |||
| 2,075,639,505 |
NOTE 6. STOCKHOLDERS’ DEFICIT
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 six months ended June 30, 2010, the Company recorded compensation expense of $238,970 to the shares issued.
On April 1, 2010, the Company granted 20,000,000 shares of common stock to company management and consultants for services rendered. On the date the shares were issued the common stock had a fair market value of $0.01 per share. For the six months ended June 30, 2010, the Company recorded compensation expense of $200,000 to the shares issued.
The Company is 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.
The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, examination of historical operating trends, data contained in records and other data available from third parties, but there can be no assurance that the Company’s expectations, beliefs or projections will result, or be achieved, or be accomplished.
Overview
Imagin Molecular Corporation, through its subsidiaries, has engaged in the business and operations of positron emission tomography (PET). The Company engaged 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 no longer engaged in any PET imaging business. The Company is adopting a new business plan in the oxo-biodegradable and/or “Green” sector. Oxo-biodegradable technology is based on proven science wherein the molecular structure of plastic is reduced then fragmented by the introduction of a masterbatch additive, changing the very nature of the plastic thus making it more susceptible to digestion by microbes or bacteria as found commonly in landfills and/or the environment.
Comparison of the Results of Operations for the Three Months ended June 30, 2010 and 2009
During the three months ended June 30, 2010 the Company had a net loss of $244,225 compared to a net loss of $313,607 for the three months ended June 30, 2009.
The Company did not record any revenues during the three months ended June 30, 2010 or the three months ended June 30, 2009.
Operating expenses were $200,098 and $252,000 for the three months ended June 30, 2010 and 2009, respectively. For the three months ended June 30, 2010, the Company recorded consulting expense of $200,000 for shares of common stock issued to various individuals, compared to $39,000 for the three months ended June 30, 2009..
For the three months ended June 30, 2009, interest expense on notes payable was $ 2,556. In October 2009, the Company satisfied its obligation with respect to the notes.
For the three months ended June 30, 2010 and 2009, the Company recorded equity in the losses of Positron of $44,127 and $20,052, respectively.
Comparison of the Results of Operations for the Six Months ended June 30, 2010 and 2009
During the six months ended June 30, 2010 the Company had a net loss of $328,728 compared to a net loss of $450,547 for the six months ended June 30, 2009.
The Company did not record any revenues during the six months ended June 30, 2010 or the six months ended June 30, 2009.
In March 2009, the Company terminated its agreement with the supplier of rubidium, the pharmaceutical agent used in the PET scanning process. However, under the terms of its agreement with the supplier, the Company was required to give a 90 day notice prior to terminating the agreement. Consequently, the Company recorded an additional $90,315 of costs despite not recording any lease revenue.
Operating expenses were $252,773 and $309,192 for the six months ended June 30, 2010 and 2009, respectively. For the six months ended June 30, 2010, the Company recorded consulting expense of $200,000 for shares of common stock issued to various individuals and compensation expense of $38,970 for shares of common stock issued to its Chief Financial Officer.
For the six months ended June 30, 2010 and 2009, the Company recorded equity in the losses of Positron of $75,955 and $37,519, respectively.
Liquidity and Capital Resources
We do not have sufficient funds to operate. Future operating activities are expected to be funded by loans from our officers and directors or funds raised through the sale of our securities. However, there can be no assurance that we will be able to raise funds through any of these means or if funds are raised that they will be sufficient to support our planned business operations.
At June 30, 2010, the Company had current assets of $0 and current liabilities of $653,961 compared to December 31, 2009 when the Company had current assets and current liabilities of $140 and $640,298, respectively.
Current liabilities at June 30, 2010 include accounts payable and accrued expenses of $624,737 and amounts due affiliated companies totaling $29,224.
Net cash used in operating activities during the six months ended June 30, 2010 was $140 compared to $26,280 during the six months ended June 30, 2009.
The Company did not have any investing activities during the six months ended June 30, 2010 or June 30, 2009.
Net cash provided by financing activities was $25,364 for the six months ended June 30, 2009 which represents advances from Positron Corporation, an affiliated company. The Company did not record any financing activity during the six months ended June 30, 2010.
On June 30, 2010, the Company had an accumulated deficit of $5,014,385 and total stockholders’ deficit of $673,201. 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.
The Company is not exposed to market risk related to interest rates or foreign currencies.
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, 2009, the Company’s previous chief executive officer and chief financial officer determined that there are material weaknesses in our disclosure controls and procedures.
The material weaknesses in our disclosure control procedures are as follows:
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1.
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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.
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2.
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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.
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We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
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·
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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.
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·
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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.
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Changes in Internal Control over Financial Reporting
As reported in our Annual Report on Form 10-K for the year ended December 31, 2009, prior management was 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, 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 June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. In addition, the Company’s new management has concurred with the assessment of its previous chief executive officer and chief financial officer.
None.
None.
None.
None.
(a) Exhibit Index
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Exhibit
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Description of the Exhibit
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31.1
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Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Chief Executive 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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32.2
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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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(b) Reports on Form 8-K. During the fiscal quarter ended June 30, 2010, the Company filed the following Current Report on Form 8-K:
On June 4, 2010, the Company reported that on June 3, 2010, Joseph G. Oliverio resigned as Director and Chief Executive Officer of the Registrant, Corey Conn resigned as Director and Chief Financial Officer of the Registrant and Neil Sy resigned as Director of the Registrant. On June 3, 2010, Patrick J. Rooney, Ghassan Barazi and Nicholas Anthony Havercroft were elected and appointed to the Board of Directors of the Registrant. Also on that date, Mr. Rooney was appointed Chief Executive Officer and Director of Corporate Development and Mr. Barazi was appointed the Registrant’s President.
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 Calgary, Alberta Canada on September 24, 2010.
Imagin Molecular Corporation
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Date: September 24, 2010
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/s/ Patrick J. Rooney
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Patrick J. Rooney, Chief Executive Officer
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(Principal Executive Officer)
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Date: September 24, 2010
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/s/ Gregory Pappas
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Gregory Pappas, Chief Financial Officer
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(Principal Accounting Officer)
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EXHIBIT INDEX
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Exhibit
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Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Chief Executive 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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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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13