**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 September 30, 2007****
            
            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 of Incorporation)
            (Primary
                Standard Industrial Classification Code Number)
            (IRS
                Employer Identification. No.)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   No__




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




Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: 50,257,270
      shares of Common Stock, $0.001 per share, as of November 10,
      2007.




Transitional
      Small Business Disclosure Format (check one): Yes
      __     No _X_


1


**PART
      I – FINANCIAL INFORMATION**




Item
      1.
      Financial Statements




**PATHOGENICS,
      INC.**


**CONSOLIDATED
      BALANCE SHEETS**


**As
      of September 30, 2007 and December 31, 2006**


**(Unaudited)**





**September 30,**
              **2007**
            
            
            **December 31,**
              **2006**ASSETSCurrent
                AssetsCash
            
            $
            11,425
            
            
            $
            86,686Accounts
                receivable
            
            
            34,862
            
            
            
            –Note
                receivable
            
            
            65,705
            
            
            
            140,705Interest
                receivable
            
            
            10,815
            
            
            
            1,173TOTAL
                ASSETS
            
            $
            122,807
            
            
            $
            228,564LIABILITIES
                AND SHAREHOLDERS’ DEFICITLIABILITIESCurrent
                LiabilitiesAccounts
                payable and accrued liabilities
            
            $
            703,592
            
            
            $
            530,230Advances
                from Egenix
            
            
            –
            
            
            
            85,545Loans
                payable – related parties
            
            
            –
            
            
            
            23,921TOTAL
                LIABILITIES
            
            
            703,592
            
            
            
            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 outstanding
            
            
            50,257
            
            
            
            50,257Additional
                paid-in capital
            
            
            278,192
            
            
            
            278,192Accumulated
                deficit
            
            
            (909,234
            )
            
            
            (719,581
            )Treasury
                stock, 689,655 shares
            
            
            (20,000
            )
            
            
            (20,000
            )Total
                shareholders’ deficit
            
            
            (580,785
            )
            
            
            (411,132
            )TOTAL
                LIABILITIES AND SHAREHOLDERS’ DEFICIT
            
            $
            122,807
            
            
            $
            228,564




See
      notes
      to consolidated financial statements.


2




**PATHOGENICS,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **Three
        Months and Nine Months Ended September 30, 2007
        and 2006**
 **(Unaudited)**
 
 Three
                  Months Ended September 30,
              
              
              Nine
                  Months Ended September 30,2007
              
              
              2006
              
              
              2007
              
              
              2006Revenue
                  – license fees
              
              $
              –
              
              
              $
              103,830
              
              
              $
              –
              
              
              $
              153,830Operating
                  Expenses:General
                  and administrative
              
              
              105,300
              
              
              
              125,506
              
              
              
              345,925
              
              
              
              251,408Research
                  and development
              
              
              39,459
              
              
              
              24,011
              
              
              
              147,172
              
              
              
              103,666Total
                  Operating Expenses
              
              
              144,759
              
              
              
              149,517
              
              
              
              493,097
              
              
              
              356,074Operating
                  loss
              
              
              (144,759
              )
              
              
              (45,687
              )
              
              
              (493,097
              )
              
              
              (201,244
              )Other
                  Income (Expense):Interest
                  income
              
              
              2,607
              
              
              
              –
              
              
              
              9,642
              
              
              
              –Interest
                  expense
              
              
              (10,762
              )
              
              
              (7,927
              )
              
              
              (26,743
              )
              
              
              (23,460
              )Gain
                  on forgiveness of debt
              
              
              –
              
              
              
              –
              
              
              
              340,545
              
              
              
              –Total
                  Other Income (Expense)
              
              
              8,155
              
              
              
              (7,927
              )
              
              
              323,444
              
              
              
              (23,460
              )Net
                  loss
              
              
              (152,914
              )
              
              
              (53,614
              )
              
              
              (169,653
              )
              
              
              (224,704
              )Basic
                  and diluted net loss per common share
              
              $
              0.00
              
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
                  average common shares outstanding
              
              
              49,567,615
              
              
              
              47,447,301
              
              
              
              49,567,615
              
              
              
              47,116,807
 
 See
        notes
        to consolidated financial statements.
 3


**PATHOGENICS,
      INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Nine
      Months Ended September 30, 2007 and 2006**


**(Unaudited)**








2007
            
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (169,653
            )
            
            $
            (224,704
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Gain
                on forgiveness of debt
            
            
            (340,545
            )
            
            
            –Stock
                issued for extension of debt
            
            
            –
            
            
            
            20,000Changes
                in:Accounts
                receivable
            
            
            (34,862
            )
            
            
            –Note
                receivable issued for
                license fee
            
            
            –
            
            
            
            (90,000
            )Interest
                receivable
            
            
            (9,642
            )
            
            
            –Other
                receivable
            
            
            –
            
            
            
            7,485Accounts
                payable and accrued
                liabilities
            
            
            173,362
            
            
            
            239,855Net
                Cash Used In Operating Activities
            
            
            (381,340
            )
            
            
            (47,364
            )CASH
                FLOWS FROM INVESTING ACTIVITIESProceeds
                received from note receivable
            
            
            75,000
            
            
            
            –Net
                Cash Provided by Investing Activities
            
            
            75,000
            
            
            
            –CASH
                FLOWS FROM FINANCING ACTIVITIESAdvances
                from related parties
            
            
            –
            
            
            
            7,080Repayments
                of advances from related parties
            
            
            (23,921
            )
            
            
            (15,600
            )Advances
                from Egenix
            
            
            255,000
            
            
            
            69,545Net
                Cash Provided By Financing Activities
            
            
            231,079
            
            
            
            61,025NET
                CHANGE IN CASH
            
            
            (75,261
            )
            
            
            13,661CASH
                AT BEGINNING OF PERIOD
            
            
            86,686
            
            
            
            284CASH
                AT END OF PERIOD
            
            $
            11,425
            
            
            $
            13,945Supplemental
                disclosures:Interest
                paid
            
            $
            –
            
            
            $
            –Income
                tax paid
            
            
            –
            
            
            
            –Non-cash
                investing and financing transactions:Issuance
                of common shares for liabilities
            
            $
            –
            
            
            $
            32,550Issuance
                of common shares to First Coventry for collateral on note
                payable
            
            
            –
            
            
            
            20,000Payment
                by Egenix for legal retainer
            
            
            –
            
            
            
            16,000





See
      notes
      to consolidated financial statements.


4


PATHOGENICS,
      INC.


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE
      1 –
BASIS OF PRESENTATION




The
      accompanying unaudited interim consolidated 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.




Going
      Concern.  As of September 30, 2007, Pathogenics had an accumulated
      deficit of $909,234 and a working capital deficit of $580,785.  In
      addition, Pathogenics did not generate any cash from operations and had no
      cash
      reserve dedicated to fund expenditures.  These factors create a
      substantial doubt as to Pathogenics' ability to continue as a going
      concern.




Pathogenics
      will require substantial additional funding for continuing research and
      development, obtaining regulatory approval and for the commercialization of
      its
      products.  Management expects to be able to raise enough funds to meet
      its working capital requirements through debt and/or equity
      financing.  There is no assurance that Pathogenics will be able to
      obtain sufficient additional funds when needed, or that such funds, if
      available, will be obtainable on terms satisfactory to
      Pathogenics.  The consolidated financial statements do not include any
      adjustments that might be necessary should Pathogenics be unable to continue
      as
      a going concern.




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




NOTE
      2 –
TERMINATED MERGER




On
      May 4,
      2006, Pathogenics entered into an Agreement and Plan of Merger with Egenix,
      Inc.
      (“Egenix”), a Delaware corporation. 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 nine months ended September 30, 2007,
      Pathogenics received additional advances from Egenix of $255,000. On May 15,
      2007, Pathogenics and Egenix terminated the Agreement and Plan of
      Merger.  Total advances from Egenix of $340,545 were
      forgiven.




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.  Egenix defaulted on payment at
      maturity.  However, Pathogenics received a payment of $77,000 from
      Egenix on August 10, 2007 for half of the principal, interest and
      fees.  Egenix paid an additional $27,000 on October 12, 2007 and the
      remaining balance is due on November 21, 2007.




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.




In
      June
      2006, Pathogenics issued 689,655 shares of common stock with a value of $20,000
      to our subsidiary, First Coventry, as collateral on the $20,000 note payable.
      As
      security for the note payable, Pathogenics assigned the 3,000 shares in First
      Coventry to the two noteholders in 2005.  In
        August
        2006, Pathogenics issued 689,656 shares of common stock with a value of $20,000
        for extension on a note agreement.
  In
        September 2006, Pathogenics issued 900,000 shares of common stock with a
        value
        of $25,900 for services rendered by a former officer.


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 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.  We are primarily focused on
      developing this technology.





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,
      none of our product candidates have 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.





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
      most 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 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.


6


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. 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
      September 30, 2007, we had total assets of $122,807 (December 31, 2006 -
      $228,564), comprised of cash of $11,425 (December 31, 2006 - $86,686), account
      receivable of $34,862 (December 31, 2006 - $0),note receivable from Egenix
      of
      $65,705 (December 31, 2006 - $140,705) and interest receivable of $10,815
      (December 31, 2006 - $1,173).





Our
      liabilities at September 30, 2007 totalled $703,592 (December 31, 2006 -
      $639,696), consisting of $703,592 in accounts payables and accrued liabilities
      (December 31, 2006 - $530,230); $0 in advances from Egenix (December 31, 2006
      -
      $85,545); and $0 in loans payable to related parties (December 31, 2006 -
      $23,921).





We
      had net
      loss of $152,914 for the three months ended September 30, 2007 (2006 -
      $53,614).  We incurred net loss of $169,653 for the nine months ended
      September 30, 2007 (2006 - $224,704).





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.





On
      May 15,
      2007, Pathogenics and Egenix, Inc. terminated the Agreement and Plan of
      Merger.  Total advances from Egenix of $340,545 were
      forgiven.  Pathogenics retained a promissory note from Egenix in the
      amount of $140,705 at 10% interest with a maturity date of July 31,
      2007.  Egenix defaulted on payment at maturity.  However,
      Pathogenics received a payment of $77,000 from Egenix on August 10, 2007 for
      half of the principal, interest and fees.  Egenix paid an additional
      $27,000 on October 12, 2007 and the remaining balance is due on November 21,
      2007.





We
      believe
      that we can satisfy our cash requirements until the end of the fourth quarter
      of
      2007, as we believe that we are currently successful in keeping expenses
      low.





If
      we do
      not have sufficient funds to continue our 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 the note 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 our
      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.


7


**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





**ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS**





NONE





**ITEM
      5.  OTHER INFORMATION**





NONE.





**ITEM
      6.  EXHIBITS**





*(a)* *Exhibits*





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


Exhibit
      99.2 – 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.


8


**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:
         November 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.
  9