**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**




x
            
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period ended March 31, 2007o
            
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the transition period
                from_____to_____




**Commission
      File No. 333-123431**





**PATHOGENICS,
      INC.**




Exact
      Name
      of Registrant as Specified in its Charter)




**Delaware**
            **2833**
            **43-2078278**(State
                or Other Jurisdiction
            (Primary
                Standard Industrial
            (IRS
                Employer Identification. No.)of
                Incorporation)
            Classification
                Code Number)99
                Derby Street, Suite 200, Hingham, MA 02043(Address
                of Principal Executive Offices) (Zip Code)Issuer’s
                telephone number, including area code: (781) 556-1090Securities
                registered pursuant to Section 12(b) of the Exchange Act:
                None




Securities
                registered pursuant to Section 12(g) of the Act: Common Stock, par
                value
                $0.001 per share





Indicate
      by check mark whether the issuer (1) has 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 Noo




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act. Yes o No x




Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: 49,567,615 shares of Common Stock,
      $0.001 per share, as of May 9, 2007.




Transitional
      Small Business Disclosure Format (check one): Yes o No x


1




**PART
      I - FINANCIAL INFORMATION**




Item
      1.
      Financial Statements




**PATHOGENICS,
      INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**As
      of March 31, 2007 and December 31, 2006**


**(Unaudited)**





**March 31,**
            
            **December 31,****2007**
            
            **2006**ASSETSCurrent
                AssetsCash
            
            $
            15,300
            
            $
            86,686Note
                receivable
            
            
            140,705
            
            
            140,705Interest
                receivable
            
            
            4,690
            
            
            1,173TOTAL
                ASSETS
            
            $
            160,695
            
            $
            228,564LIABILITIES
                AND STOCKHOLDERS’ DEFICITLIABILITIESCurrent
                LiabilitiesAccounts
                payable and accrued liabilities
            
            $
            469,044
            
            $
            530,230Advances
                from Egenix
            
            
            280,545
            
            
            85,545Loans
                payable - related parties
            
            
            -
            
            
            23,921TOTAL
                LIABILITIES
            
            
            749,589
            
            
            639,696Shareholders’
                DeficitPreferred
                stock, $0.001 par value, 10,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock, $0.001 par value, 100,000,000 shares authorized, 50,257,270
                shares
                issued and 49,567,615 shares outstanding
            
            
            50,257
            
            
            50,257Additional
                paid-in capital
            
            
            278,192
            
            
            278,192Accumulated
                deficit
            
            
            (897,343
            )
            
            (719,581
            )Treasury
                stock, 689,655 shares
            
            
            (20,000
            )
            
            (20,000
            )Total
                shareholders’ deficit
            
            
            (588,894
            )
            
            (411,132
            )TOTAL
                LIABILITIES AND SHAREHOLDERS’ DEFICIT
            
            $
            160,695
            
            $
            228,564





See
      notes
      to consolidated financial statements.




2


**PATHOGENICS,
      INC.**


**CONSOLIDATED
      STATEMENTS OF EXPENSES**


**Three
      Months Ended March 31, 2007 and 2006**


**(Unaudited)**








2007
            
            2006Revenue
            
            $
            -
            
            $
            -Operating
                expenses:General
                & administrative
            
            
            118,944
            
            
            53,699Research
                & development
            
            
            52,882
            
            
            29,560Total
                operating expenses
            
            
            171,826
            
            
            83,259Loss
                from operations
            
            
            (171,826
            )
            
            (83,259
            )Other
                income (expense):Interest
                income
            
            
            3,516
            
            
            -Interest
                expense
            
            
            (9,452
            )
            
            (8,046
            )Total
                other income (expense)
            
            
            (5,936
            )
            
            (8,046
            )Net
                loss
            
            $
            (177,762
            )
            $
            (91,305
            )Basic
                and diluted net loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average common shares outstanding
            
            
            49,567,615
            
            
            46,916,811




See
      notes
      to consolidated financial statements.




3


**PATHOGENICS,
      INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Three
      Months Ended March 31, 2007 and 2006**


**(Unaudited)**








2007
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (177,762
            )
            $
            (91,305
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Changes
                in:Interest
                receivable
            
            
            (3,517
            )Accounts
                payable and accrued liabilities
            
            
            (61,186
            )
            
            86,859Net
                Cash Used In Operating Activities
            
            
            (242,465
            )
            
            (4,446
            )CASH
                FLOWS FROM FINANCING ACTIVITIESAdvances
                from related parties
            
            
            -
            
            
            4,509Repayments
                of advances from related parties
            
            
            (23,931
            )
            
            -Advances
                from Egenix
            
            
            195,000
            
            
            -Net
                Cash Provided By Financing Activities
            
            
            171,079
            
            
            4,509NET
                CHANGE IN CASH
            
            
            (71,386
            )
            
            63CASH
                AT BEGINNING OF PERIOD
            
            
            86,686
            
            
            284CASH
                AT END OF PERIOD
            
            $
            15,300
            
            $
            347Supplemental
                disclosures:Interest
                paid
            
            $
            2,800
            
            $
            -Income
                tax paid
            
            
            -
            
            
            -Non-cash
                investing and financing transactions:Issuance
                of common shares for liabilities
            
            $
            -
            
            $
            6,650





See
      notes
      to consolidated financial statements.




4


PATHOGENICS,
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
      1 -
      BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES




The
      accompanying unaudited interim financial statements of Pathogenics, Inc.
      (“Pathogenics”) have been prepared in accordance with accounting principles
      generally accepted in the United States of America for interim financial
      information and with the instructions to Form 10-QSB. Accordingly, they do
      not
      include all of the information and footnotes required by generally accepted
      accounting principles for complete financial statements and should be read
      in
      conjunction with the Management’s Discussion and Analysis and the audited
      financial statements and notes thereto contained in Pathogenics’ annual report
      on Form 10-KSB. In the opinion of management, all adjustments, consisting of
      normal recurring adjustments, necessary for a fair presentation of financial
      position and the results of operations for the interim periods presented have
      been reflected herein. The results of operations for the interim periods are
      not
      necessarily indicative of the results to be expected for the full year. Notes
      to
      the financial statements which would substantially duplicate the disclosure
      contained in the audited financial statements for 2006 as reported in Form
      10-KSB have been omitted.




Reclassifications.
      Certain prior year amounts have been reclassified to conform with the current
      year presentation.




NOTE
      2 -
      PROPOSED MERGER WITH EGENIX




On
      May 4,
      2006, Pathogenics entered into an Agreement and Plan of Merger with Egenix,
      Inc.
      (“Egenix”), a Delaware corporation. The agreement provides that Egenix shall
      merge with and into Pathogenics and Pathogenics shall become the surviving
      corporation and shall change its name to Egenix, Inc. In June and July 2006,
      Pathogenics received a total of $69,545 from Egenix, Inc. in connection with
      the
      Agreement and Plan of Merger. In August 2006, Egenix paid $16,000 on behalf
      of
      Pathogenics to an attorney for a retainer. During the quarter ended March 31,
      2007, Pathogenics received additional advances from Egenix of $195,000. Total
      advances from Egenix at March 31, 2007 were $280,545.




On
      November 28, 2006 Egenix issued Pathogenics a promissory note in the amount
      of
      $140,705 at 10% interest with a maturity date of July 31, 2007. The promissory
      note is for the reimbursement of expenses incurred by Pathogenics.




NOTE
      3 -
      LOANS PAYABLE TO RELATED PARTIES




Pathogenics
      borrowed $20,000 on May 25, 2005 from two related parties at 8% interest.
      Pathogenics repaid the note in January 2007.




NOTE
      4 -
      COMMON STOCK




In
      January
      2006, Pathogenics issued 229,310 shares of common stock with a value of $6,650
      for a penalty accrued in 2005 related to the preferred stock.




NOTE
      5 -
      SUBSEQUENT EVENTS




In
      April
      2007, Pathogenics received an additional advance from Egenix of
      $60,000.





5


**ITEM
      2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS.**





**You
      should read the following discussion of our results of operations and financial
      condition in conjunction with our most recent Annual Report on Form 10-KSB
      for
      the year ended December 31, 2006. This discussion includes “forward-looking”
statements that reflect our current views with respect to future events and
      financial performance. We use words such as we “expect,” “anticipate,”
“believe,” and “intend” and similar expressions to identify forward-looking
      statements. Investors should be aware that actual results may differ materially
      from our expressed expectations because of risks and uncertainties inherent
      in
      future events, particularly those risks identified in the “Risk Factors” section
      of the Annual Report, and should not unduly rely on these forward looking
      statements.**





**GENERAL**





We
      are a
      biopharmaceutical company engaged in the acquisition, development and
      commercialization of novel therapeutics that have potential significant
      commercial viability and that target certain unmet market needs. Pathogenics
      does not initiate any in-house research or development programs but instead
      outsources as many activities as possible, thereby minimizing fixed costs and
      maximizing development flexibility. We believe that this business model allows
      a
      flexible approach to partnering during the development process.





We
      currently own the rights to the two following technologies:





·
            N-chlorotaurine,
                a novel anti-microbial agent that has been shown to produce broad
                spectrum
                activity against bacteria, fungi, and viruses in preclinical animal
                models
                and in small-scale clinical studies for various topical body-cavity
                infections; and


·
            Chloroquine
                Diphosphate based formulations to reduce motor complications provoked
                by
                current dopamine replacement therapy in Parkinson’s diseases patients and
                as a treatment for arresting the progression of Parkinson’s
                Disease.





We
      are
      primarily focused on developing these two technologies. Our core business
      strategy is to add value to our technologies by developing them up to the point
      they demonstrate efficacy in small-scale clinical trials and we obtain US Food
      & Drug Administration (“FDA”) approval of an Investigational New Drug
      (“IND”) application. We then plan to license them out to larger pharmaceutical
      companies for FDA approved larger-scale clinical efficacy trials (Phase I,
      II
      and III trials), FDA New Drug Approval (“NDA”), and sales and marketing, in
      return for upfront and milestone payments and royalties. To date, neither
      product candidate has completed the pre-clinical development necessary to
      support an FDA IND application which is required to conduct FDA approved
      clinical trials. Furthermore, Pathogenics has out-licensed only one product
      to
      date, and we have only recently received any commercial revenues.





All
      of the
      research and development which has been completed on N-chlorotaurine has been
      completed by the researchers in Austria. The researchers have completed studies
      on the impact of N-chlorotaurine on the Candida virus; studies on the chemical
      properties of N-chlorotaurine and how it is a key compound in the human defense
      system to infections; research on N-chlorotaurine for the treatment of infected
      leg ulcers; a study of the influence of N-chlorotaurine on nasal mucous; the
      application of N-chlorotaurine to combat sinus infections complicated by immune
      suppression; the tolerability of N-chlorotaurine in the middle ear of a guinea
      pig; the efficacy and tolerability of N-chlorotaurine in treating swimmers
      ear;
      the efficacy and tolerability of N-chlorotaurine in treating pink eye; and
      the
      tolerability of N-chlorotaurine in treating sinus infections.





6




All
      of the
      research and development on Chloroquine Diphosphate has been conducted by Alpha
      Research Group, LLC. Alpha Research Group, LLC has conducted
      a ten (10) patient clinical study using less than one half of the conventional
      malarial treatment dose of commercially available Chloroquine Diphosphate in
      a
      time-released formula with a brain targeting agent. Data from this study showed
      that Alpha Research Group, LLC’s novel Chloroquine Diphosphate formulation
      alleviated both Parkinson's Disease motor symptoms in patients diagnosed with
      Parkinson's Disease, as well as the manifestation of involuntary jerky motions
      in patients and was generally well tolerated even after several months of
      continual use.




Because
      all of our potential products are currently in research, preclinical development
      or the early or middle stages of clinical testing, revenues from the sales
      of
      any of our products will not occur for at least the next several years, if
      at
      all. As a result, we will need to raise substantial additional funds in the
      future to continue our research and development programs and to commercialize
      our potential products. We hope to obtain means of financing our operations
      through debt and/or equity financing in connection with a proposed merger with
      Egenix, Inc. and will continue to seek funding through various sources,
      including the sale of Pathogenics’ securities, collaborative arrangements with
      third parties and other strategic alliances and business
      transactions.





OVERVIEW
      AND PLAN OF OPERATION





Pathogenics
      was incorporated in Delaware on December 16, 1997, and had no business
      operations until the date of the Reorganization, February 10, 2005. We are
      a
      biopharmaceutical company engaged in the acquisition, development and
      commercialization of novel therapeutics that have potential significant
      commercial viability and that target certain unmet market needs. We currently
      own the rights to N-chlorotaurine, a novel anti-microbial agent we believe
      may
      be useful in the treatment of a variety of diseases, and Chloroquine Diphosphate
      based formulations we believe may be useful in the treatment of symptoms and
      arresting the progression of Parkinson’s Disease. We have been unprofitable
      since inception and expect to incur substantial additional operating losses
      over
      the next several years. The following discussion and analysis should be read
      in
      conjunction with the consolidated financial statements and notes thereto
      appearing elsewhere in this Form 10-QSB.





At
      March
      31, 2007, we had total assets of $160,695 (December 31, 2006 - $228,564),
      comprised of cash of $15,300 (December 31, 2006 - $86,686), note receivable
      from
      Egenix of $140,705 (December 31, 2006 - $140,705) and interest receivable of
      $4,690 (December 31, 2006 - $1,173).





Our
      liabilities at March 31, 2007 totalled $749,589 (December 31, 2006 - $639,696),
      consisting of $469,044 in accounts payables and accrued liabilities (December
      31, 2006 - $530,230); $280,545 in advances from Egenix (December 31, 2006 -
      $85,545); and $0 in loans payable to related parties (December 31, 2006 -
      $23,921).





We
      incurred net loss of $177,762 for the three months ended March 31, 2007 (2006
      -
      $91,305).





We
      are
      presently operating at a loss. We will need to raise additional capital, either
      debt or equity capital, to fund future operation and ultimately to attain
      profitable operation.




We
      believe
      that we can satisfy its cash requirements until the end of the fourth quarter
      of
      2007, assuming the receipt of funds from Egenix as part of the Agreement and
      Plan of Merger, as we believe that we are currently successful in keeping its
      expenses low. In connection with the Agreement and Plan of Merger with Egenix,
      we received $195,000 in cash from January 1, 2007 through March 31, 2007. During
      April 2007, we received $60,000 in cash from Egenix in connection with the
      Agreement and Plan of Merger. We expect to receive $60,000 in cash per month
      until the Closing, intended to be no later than September 30,
      2007.




7





If
      we do
      not have sufficient funds to continue its operations as planned, we plan to
      scale down our operations and/or accrue salaries and expenses until additional
      financing can be raised. However, there can be no assurance that any new capital
      will be available to us after the receipt of funds from Egenix, if at all,
      or
      that adequate funds for our operations, whether from our financial markets,
      or
      other arrangements will be available when needed or on terms satisfactory to
      us.
      We have no commitments from officers, directors or affiliates to provide
      funding. The failure of us to obtain adequate additional financing may require
      us to delay, curtail or scale back some or all of its operations. Any additional
      financing may involve dilution to our then-existing shareholders.





Based
      on
      our history of losses, there is substantial doubt about our ability to continue
      as a going concern, and the financial statements as presented do not include
      any
      adjustments relating to the classification of the liabilities that might be
      necessary should we be unable to continue as a going concern.





**ITEM
      3.  CONTROLS AND PROCEDURES**





Evaluation
      of disclosure controls and procedures:





We
      maintain disclosure controls and procedures designed to provide reasonable
      assurance that information required to be disclosed in the reports we file
      with
      the SEC is recorded, processed, summarized and reported within the time periods
      specified in the rules of the SEC. Within the 90 days prior to the filing date
      of this report, we carried out an evaluation, under the supervision and the
      participation of our President, Chief Executive Officer and Treasurer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
      Exchange Act of 1934, as amended). Based upon that evaluation, our President,
      and Chief Executive Officer and Treasurer concluded that our disclosure controls
      and procedures were effective as of that date in ensuring that the information
      required to be disclosed by Pathogenics in the reports that it files or submits
      under the Exchange Act is accumulated and communicated to the Company's
      management, including its President, Chief Executive Officer and Treasurer,
      as
      appropriate to allow timely decisions regarding required disclosure.
      Additionally, that evaluation showed that our controls and procedures are
      designed to ensure that information required to be disclosed by the us in our
      reports that we file with the Securities and Exchange Commission are recorded,
      processed, summarized and reported, within the time periods specified in the
      Securities and Exchange Commission's rules and forms, and that they are
      effective in accomplishing those goals.





Changes
      in
      internal controls:





There
      were
      no significant changes in our internal controls or in other factors that could
      significantly affect those controls since the most recent evaluation of such
      controls.





**PART
      II**





**ITEM
      1. LEGAL PROCEEDINGS**





From
      time
      to time, we may become party to litigation or other legal proceedings that
      we
      consider to be a part of the ordinary course of our business.





We
      are not
      currently involved in legal proceedings that could reasonably be expected to
      have a material adverse effect on our business, prospects, financial condition
      or results of operations. We may become involved in material legal proceedings
      in the future.





**ITEM
      2. CHANGES IN SECURITIES**





NONE





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





NONE





8




**I** **TEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





NONE





**ITEM
      5. OTHER INFORMATION**





NONE.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





*(a)*  *Exhibits*





Exhibit
      31.1 - Certification required by Rule 13a-14(a) or Rule 15d-14(a).


Exhibit
      32.1 - Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section
      906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.





*(b)
      Reports on Form 8K.*





None







9




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Company has duly caused this report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized.


PATHOGENICS,
                  INC.(Registrant)By
                     /s/Frederic
                  P. ZotosFrederic
                  P. Zotos,
                  President, CEO and Director





Date:
       May 14, 2007





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Company has duly caused this report to be signed on its behalf by
      the
      undersigned, thereunto duly authorized.




10