UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_______________________________





FORM
10 - Q


_______________________________





[mark
one]


x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the quarterly period ended: March 31,
2009




o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the transition period from _________ to
  ____________




Commission
File Number 333-139354


_____________________________________________________________





IMMUNOBIOTICS,
INC.


(Exact
name of registrant as specified in its charter)





Florida
            20-0947115(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)





1062
Calle Negocio, Suite C, San Clemente, California 92673


(Address of principal
executive offices including zip code)





800-524-9172


(Registrant’s telephone number,
including area code)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x  No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
 Yes 
o No 
 ̈




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


Yes o   
No x




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




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            Smaller
      Reporting Company x




Number of
shares outstanding of the issuer’s common stock as of the latest practicable
date: 15,460,000 shares of common stock, $.001 par value per share, as of May
15, 2008.





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













IMMUNOBIOTICS,
INC.





Index





PART I.
      FINANCIAL INFORMATION
              
              PageItem
      1.
              
              Financial
      Statements
              
              3Balance
      Sheets for the three months ended March 31, 2009 (unaudited)
      and  December 31, 2008 (audited)
              
              3Statement
      of Operations for the three months ended March 31, 2009 and 2008
      (unaudited) and for the period from April 1, 2004 to March
      31,2009
              
              4Cash
      Flows for the three months ended March 31, 2009 and 2008 (unaudited) and
      for the period fromApril
      1, 2004 to March 31,2009
              
              5Notes
      to Condensed Financial Statements
              
              6Item
      2.
              
              Management’s
      Discussion and Analysis or Plan of Operation
              
              11Item
      4T.
              
              Controls
      and Procedures
              
              14PART
      II. OTHER INFORMATIONItem
      1.
              
              Legal
      Proceedings
              
              15Item
      2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              15Item
      3.
              
              Defaults
      Upon Senior Securities
              
              15Item
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              15Item
      5.
              
              Other
      Information
              
              15Item
      6.
              
              Exhibits
              
              15







-2-




IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)BALANCE
      SHEETSMarch
      31, 2009
                    
                    
                    December
      31, 2008(Unaudited)
                    
                    
                    (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                    
                    $
                    628
                    
                    
                    $
                    4,870Accounts
      receivable
                    
                    
                    -
                    
                    
                    
                    -Total
      current assets
                    
                    
                    628
                    
                    
                    
                    4,870Furniture
      and fixtures, net
                    
                    
                    2,384
                    
                    
                    
                    2,622Intangible
      asset
                    
                    
                    1,803
                    
                    
                    
                    1,803TOTAL
      ASSETS
                    
                    $
                    4,815
                    
                    
                    
                    9,295LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                    
                    $
                    56,083
                    
                    
                    $
                    48,651Accrued
      salaries
                    
                    
                    75,000
                    
                    
                    
                    56,392Deferred
      revenue
                    
                    
                    6,900
                    
                    
                    
                    900Note
      payable
                    
                    
                    7,000
                    
                    
                    
                    7,000TOTAL
      CURRENT LIABILITIES
                    
                    
                    144,983
                    
                    
                    
                    112,943Commitments
      and contingenciesStockholders’
      Deficit:Common
      stock, no par value, 100,000,000 shares authorized, 15,460,000
                      issued
      and outstanding and additional paid in capital
respectively
                    
                    
                    577,267
                    
                    
                    
                    577,267Deficit
      accumulated during the development stage
                    
                    
                    (717,435
                    )
                    
                    
                    (680,915
                    )TOTAL
      STOCKHOLDERS’ DEFICIT
                    
                    
                    (140,168
                    )
                    
                    
                    (103,648
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    4,815
                    
                    
                    $
                    9,295


The
accompanying notes are an integral part of these financial
statements.




-3-




IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSThree
      Months Ended March 31,
                      
                      
                      For
      the Period From April 1, 2004 (Inception) to2009
                      
                      
                      2008
                      
                      
                      March
      31, 2009Revenues
                      
                      $
                      2,500
                      
                      
                      $
                      2,500
                      
                      
                      $
                      15,000Operating
      expenses:General
      and administrative
                      
                      
                      1,220
                      
                      
                      
                      25,446
                      
                      
                      
                      56,026Rent
                      
                      
                      10,500
                      
                      
                      
                      10,500
                      
                      
                      
                      52,500Professional
      fees
                      
                      
                      8,205
                      
                      
                      
                      23,193
                      
                      
                      
                      256,849Salaries
                      
                      
                      18,750
                      
                      
                      
                      18,750
                      
                      
                      
                      93,750Research
      and development
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      46,875Advertising
                      
                      
                      -
                      
                      
                      
                      2,000
                      
                      
                      
                      25,056Consulting
                      
                      
                      -
                      
                      
                      
                      139,761
                      
                      
                      
                      200,892Total
      operating expenses
                      
                      
                      38,675
                      
                      
                      
                      219,650
                      
                      
                      
                      731,948Other
      expense:Interest
      expense
                      
                      
                      345
                      
                      
                      
                      -
                      
                      
                      
                      487Net
      loss before income taxes
                      
                      
                      (36,520
                      )
                      
                      
                      (217,150
                      )
                      
                      
                      (717,435
                      )Provision
      for (benefit from ) income taxes
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss
                      
                      $
                      (36,520
                      )
                      
                      $
                      (217,150
                      )
                      
                      $
                      (717,435
                      )Net
      loss per share - basic and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.01
                      )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                      
                      
                      15,460,000
                      
                      
                      
                      15,450,137




The
accompanying notes are an integral part of these financial
statements.




-4-






IMMUNOBIOTICS, INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFor
      The Three Months Ended March 31,
                        
                        
                        For
      the Period From April 1, 2004 (Inception) to2009
                        
                        
                        2008
                        
                        
                        March
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (36,520
                        )
                        
                        $
                        (217,150
                        )
                        
                        $
                        (717,435
                        )Adjustments
      to reconcile net loss to net cash used in
                          operating
      activities:Common
      stock issued for services
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        60,000Depreciation
                        
                        
                        238
                        
                        
                        
                        -
                        
                        
                        
                        476Changes
      in operating assets and liabilities:Prepaid
      expenses
                        
                        
                        -
                        
                        
                        
                        (67,369
                        )
                        
                        
                        -Accounts
      payable and accrued liabilities
                        
                        
                        7,432
                        
                        
                        
                        (102,566
                        )
                        
                        
                        56,083Accrued
      salaries
                        
                        
                        18,608
                        
                        
                        
                        18,750
                        
                        
                        
                        75,000Deferred
      revenue
                        
                        
                        6,000
                        
                        
                        
                        -
                        
                        
                        
                        6,900Net
      cash used in operating activities
                        
                        
                        (4,242
                        )
                        
                        
                        (368,335
                        )
                        
                        
                        (518,976
                        )CASH
      FLOWS USED IN INVESTING ACTIVITIES:Purchase
      of computer equipment
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,861
                        )Net
      cash used in investing activities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (2,861
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable
                        
                        
                        -
                        
                        
                        
                        1,100
                        
                        
                        
                        7,000Proceeds
      from capital contribution from related party
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        115,365Issuance
      of common stock
                        
                        
                        -
                        
                        
                        
                        400,000
                        
                        
                        
                        400,100Net
      cash provided by financing activities
                        
                        
                        -
                        
                        
                        
                        401,100
                        
                        
                        
                        522,465NET
      INCREASE (DECREASE) IN CASH
                        
                        
                        (4,242
                        )
                        
                        
                        32,765
                        
                        
                        
                        628CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                        
                        
                        4,870
                        
                        
                        
                        -
                        
                        
                        
                        -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                        
                        $
                        628
                        
                        
                        $
                        32,765
                        
                        
                        $
                        628Supplemental disclosure of non cash investing
      & financing activities:Cash
      paid for income taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Cash
      paid for interest expense
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Issuance
      of stock for patent
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,803Issuance
      of common stock for services rendered
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        60,000




The
accompanying notes are an integral part of these financial
statements.




-5-





IMMUNOBIOTICS,
INC.


(F/K/A
MULTINATIONAL MERGER CORPORATION)


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS




March 31,
2009


(Unaudited)




NOTE 1 –
ORGANIZATION
  Organization
  ImmunoBiotics,
Inc. (the “Company”) was incorporated under the laws of the State of Florida on
April 1, 2004 under the name Multination Merger Corporation.  The
Company was originally formed for the purpose of, and engaged in the business
of, conducting regulatory compliance consulting, through its website, the
archive of which can be seen at
http://web.archive.org/web/20050322155356/http://www.mmc2100.com/.  The
Company discontinued its consulting operations in November 2005.  The
Company changed its name to Immunobiotics, Inc. in May 2007 when it acquired US
Patent number 6,774,142 entitled “Inhibition by 3-Deoxyflavonoids of
T-Lymphocyte Activation and Therapies Related Thereto” which protects the
compounds and formulas that the products manufactured in accordance with its
licensing agreements are based upon as well as the use of Luteolin in the
prevention and treatment of many diseases.  The Company is in the
business of licensing the manufacture, distribution, and sale of nutraceutical
products that are made entirely of naturally occurring dietary
substances.
 
 Activities
during the development stage include developing the business plan and raising
capital.  Management believes that actions presently being taken to
obtain additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
 
 Going
Concern
  The
financial statements are presented on the basis that the Company is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
The Company is in the development stage with limited operations, a stockholders'
deficit of $140,168, working capital deficit of $144,355 and has incurred
operating losses since its inception. This raises substantial doubt about its
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
 
 Interim Financial
Statements
  The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are adequate
to make the information presented not misleading. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company as of March 31, 2009 and
the related operating results and cash flows for the interim period presented
have been made. The results of operations of such interim period are not
necessarily indicative of the results of the full year.
 
 
 -6-
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  March 31,
2009
 (Unaudited)
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement and the reported amounts of revenues and
expenses during the reporting period. Estimates that are critical to the
accompanying financial statements arise from the determination of the fair value
of the Company’s investment. Because such determination involves subjective
judgment, it is at least reasonably possible that the Company’s estimates could
change in the near term with respect to this matter.
 
 Revenue
Recognition
 
 Revenue
is recognized when earned. In consideration for the Non-exclusive Patent License
Agreement, Licensee shall manufacture and deliver to Licensor 5,000 bottles of
10 mg LutiMax tablets, bottled and labeled as directed by Licensor. Label copy
and labels will be provided by Licensor. In addition to the manufacture and
delivery of the 5,000 bottles of LutiMax 10 mg tablets, Licensee will pay a
royalty of 5% of net sales of products sold by Licensee that are covered by the
Patent for the first $500,000 in sales per year, 7.5% of net sales per year from
$500,000 to $1,000,000 in sales, and for net sales exceeding $1,000,000 per
year, Licensee will pay 10% of net sales.
Licensee shall pay to Licensor annually a minimum earned royalty of $10,000.00.
The payments of the royalties or minimum annual royalty payment will be paid
quarterly within 30 days of completion of each quarter beginning the effective
date of this Non­-exclusive Patent License Agreement. For the three months
ended March 31, 2009 and 2008, the Company recognized as revenue the minimum
earned royalty of $2,500.
 Cash and Cash
Equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
  Accounts
Receivable
  The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers.
  Concentration of Credit
Risk
  During
the three months ended March 31, 2009 and 2008, one customer accounted for 100%
of the Company's sales.
 
 Income
Taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income Taxes” (SFAS No. 109).
Deferred income tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Due to the net loss incurred in all
periods, there is no provision for income taxes provided as a full valuation
allowance has been established.
   -7-
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  March 31,
2009
 (Unaudited)
 The
Corporation adopted the provisions of Financial Accounting Standards Board FASB
Interpretation (“FIN”) No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement 109," effective January 1, 2007. FIN 48
prescribes a recognition threshold and a measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. Benefits from tax positions should be recognized in the
financial statements only when it is more likely than not that the tax position
will be sustained upon examination by the appropriate taxing authority that
would have full knowledge of all relevant information. A tax position that meets
the more-likely-than-not recognition threshold is measured at the largest amount
of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. Tax positions that previously failed to meet the
more-likely-than-not recognition threshold should be recognized in the first
subsequent financial reporting period in which that threshold is met. Previously
recognized tax positions that no longer meet the more-likely-than-not
recognition threshold should be derecognized in the first subsequent financial
reporting period in which that threshold is no longer met. FIN 48 also provides
guidance on the accounting for and disclosure of unrecognized tax benefits,
interest and penalties. Adoption of FIN 48 did not have a significant impact on
the Company's financial statements.
  Net Loss per
Share
 
 Basic and
diluted net losses per common share are presented in accordance with SFAS
No.128, Earning Per Share (SFAS No. 128), for all periods
presented.
  Indefinite-lived and
Long-Lived Assets
 
 The
Company accounts for long-lived assets under the SFAS Nos. 142 and 144
“Accounting for Goodwill and Other Intangible Assets” and “Accounting for
Impairment or Disposal of Long-Lived Assets” (SFAS No. 142 and
144).  In accordance with SFAS No. 142 and 144, long-lived assets,
goodwill and certain identifiable intangible assets held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, goodwill and intangible
assets, the recoverability test is performed using undiscounted net cash flows
related to the long-lived assets.
 
 The
Company recognizes an impairment loss when the estimated fair value of the
indefinite-lived purchased intangible assets is less than the carrying value.
The Company currently carries $1,803 as an intangible asset associated with the
acquisition of a patent. The Company does not believe any impairment of this
asset has occurred as of March 31, 2009 and, therefore, has recorded no loss
from impairment in its statement of operations.
 
 Reclassification
 
 Certain
amounts in the prior period financial statements have been reclassified for
comparative purposes to conform to the presentation in the current year
financial statements.
 
 NOTE 3 –
RECENT ACCOUNTING PRONOUNCEMENTS
 
 Fair Value
Measurements
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies’ measure assets and liabilities
at fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and has been adopted by the Company in the first quarter of fiscal year
2008.   The adoption of this statement did not have a material
effect on the Company’s financial statements.
   -8-
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  March 31,
2009
 (Unaudited)
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115.”  This statement permits entities to choose to
measure many financial instruments and certain other items at fair
value.  Most of the provisions of SFAS No. 159 apply only to entities
that elect the fair value option.  However, the amendment to SFAS No.
115 “Accounting for Certain Investments in Debt and Equity Securities” applies
to all entities with available-for-sale and trading securities.  SFAS
No. 159 is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007.  Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007, provided
the entity also elects to apply the provision of SFAS No. 157, “Fair Value
Measurements.”  The adoption of this statement did not have a material
effect on the Company’s financial statements.
 
 NOTE 3 –
INTANGIBLE ASSETS
 
 In May
2007, the Company transferred 8,794,042 shares of common stock in connection
with the purchase of US Patent number 6,774,142 entitled “Inhibition by
3-Deoxyflavonoids of T-Lymphocyte Activation and Therapies Related Thereto”
which protects the compounds and formulas that the products manufactured in
accordance with its licensing agreements are based upon as well as the use of
Luteolin in the prevention and treatment of many diseases.  This
patent was acquired from a related party.  The Company valued the
historical basis of the patent at $1,803.
 
 On
September 1, 2007, the Company entered into a license agreement with SYNORx, a
related party company, whereby ImmunoBiotics, Inc. granted SYNORx Inc, a company
controlled by the majority shareholders in ImmunoBiotics, Inc., a non-exclusive
license to  research, develop, market, distribute and sell Luteolin and
related bioflavonoid-based products covered by ImmunoBiotics, Inc.’s patent
number 6,774,142.
 
 NOTE 4 –
COMPUTER EQUIPMENT
 
 In
October 2008 the Company purchased computer equipment. The Company is
depreciating it over its estimated useful life of 3 years. Depreciation expense
for the three months ended March 31, 2009 was $238.
 
 NOTE 5 –
NOTE PAYABLE
 
 On
November 24, 2008 the Company borrowed $7,000 pursuant to a note payable. The
note bears interest at a rate of 20% per annum.  Accrued interest
amounted to $345 as of March 31, 2009.
 
 NOTE 6 –
EQUITY
  (A)
Common Stock
 
 During
2004 the Company issued 1,000,000 shares of common stock to founders for cash
consideration of $100.
 
 During
2004 the Company issued 5,205,958 shares of common stock to founders in
consideration for capital contributions made on behalf of the Company in the
amount of $12,936.
 
 (B)
Capital contributions
 
 During
the year ended December 31, 2004 a related party paid $12,936 on behalf of the
Company.
 
 During
the year ended December 31, 2005 a related party paid $161 on behalf of the
Company.
 
 During
the year ended December 31, 2006 a related party paid $50 on behalf of the
Company.
   -9-
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  March 31,
2009
 (Unaudited)
 During
the year ended December 31, 2007 a related party paid $75,357 on behalf of the
Company.
 
 During
the year ended December 31, 2008, the Company’s President contributed $1,100
cash to the Company.
 
 During
the year ended December 31, 2008, a related party paid $25,760 on behalf of the
Company.
 
 (C)
Common stock issued for services
 
 During
the year ended December 31, 2007 the Company issued 60,000 shares of common
stock valued at $60,000 ($1.00 per share) for services. The Common stock was
valued at the most recent cash offering price of $1.00 per share.
  (D) Sale
of common Stock
 
 In
January 2008 the Company sold a total of 400,000 shares of common stock to an
unrelated third party for net proceeds of $400,000 ($1.00 per
share).
  NOTE 7 –
RELATED PARTY TRANSACTIONS
  
 On
September 1, 2007, the Company entered into a license agreement with
SYNORx,  a related party company, whereby ImmunoBiotics, Inc. granted
SYNORx Inc, a company controlled by the majority shareholders in ImmunoBiotics,
Inc., a non-exclusive license to  research, develop, market, distribute and
sell Luteolin and related bioflavonoid-based products covered by ImmunoBiotics,
Inc.’s patent.
 
 In
January 2008, the Company entered into employment agreement with an individual
to serve as President and Chief Executive Officer.  The
agreement  provides that he will serve as our President and Chief
Executive Officer for an annual salary of $75,000 with annual increases in the
salary of at least 5% and an annual bonus equal to a percentage of net income
(as defined in the agreement) .  In addition, the agreement also
provides medical benefits and a car allowance of $300 per month.  The
agreement also provides for life insurance in the amount of $2,000,000, with
this individual having the right to name the beneficiary for $1,000,000. The
agreement expires December 31, 2009 and is automatically renewed unless either
party notifies the other 90 days prior to expiration.  The Company has
recorded $93,750 of salary expense, of which $75,000 was accrued as of March 31,
2009.
 
 During
the year ended December 31, 2008, related parties contributed $26,860 to the
Company.









-10-




Item
2.  Management’s Discussion and Analysis of Plan of
Operations




This
discussion and analysis should be read in conjunction with the accompanying
Financial Statements and related notes. Our discussion and analysis of our
financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
of America requires us to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of any contingent
liabilities at the financial statement date and reported amounts of revenue and
expenses during the reporting period. On an on-going basis we review our
estimates and assumptions. Our estimates are based on our historical experience
and other assumptions that we believe to be reasonable under the circumstances.
Actual results are likely to differ from those estimates under different
assumptions or conditions, but we do not believe such differences will
materially affect our financial position or results of operations. Our critical
accounting policies, the policies we believe are most important to the
presentation of our financial statements and require the most difficult,
subjective and complex judgments, are outlined below in ‘‘Critical Accounting
Policies,’’ and have not changed significantly.




FORWARD-LOOKING
STATEMENTS




Certain
statements made in this report may constitute “forward-looking statements on our current expectations and
projections about future events”. These forward-looking statements
involve known or unknown risks, uncertainties and other factors that may cause
the actual results, performance, or achievements of the Registrant to be
materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. In some cases you can identify
forward-looking statements by terminology such as “may,” “should,” “potential,”
“continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions. These statements are based on our current
beliefs, expectations, and assumptions and are subject to a number of risks and
uncertainties.. Although we believe that the expectations reflected-in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements.   These
forward-looking statements are made as of the date of this report, and we assume
no obligation to update these forward-looking statements whether as a result of
new information, future events, or otherwise, other than as required by law. In
light of these assumptions, risks, and uncertainties, the forward-looking events
discussed in this report might not occur and actual results and events may vary
significantly from those discussed in the forward-looking
statements.





General





The
following discussion and analysis should be read in conjunction with the our
financial statements and related footnotes for the year ended December 31, 2008
included in our Form 10K for the year ended December 31, 2008 filed with the
Securities and Exchange Commission.  The discussion of results, causes
and trends should not be construed to imply any conclusion that such results or
trends will necessarily continue in the future.





Overview





We are a
development stage company in the process of establishing a business engaged in
the licensing of the manufacture, distribution and sale of nutraceutical
products that are made entirely of naturally occurring dietary
substances.  To date our nutraceutical activities have been minimal
and have included the acquisition of the patent which protects the compounds and
formulas that the products manufactured in accordance with our licensing
agreements are based upon.  At the present time we have one licensee
who has developed two lines of products based upon our patented compounds and
formulas. LutiMax is an antioxidant and anti-inflammatory product that provides
various health benefits and LutiSport is a performance-enhancing sports
product.  Both product lines consist of products that are intended for
human consumption and consumption by household pets.









-11-







Since
inception, we have funded our operations from the sale of common stock and
contributions from related parties.  We have had minimal revenues from
royalty payments.  We still require funds to advertise the products
made by our licensee and to further establish our distribution network as well
as to hire personnel to run our day to ay operations.  We plan to
obtain the necessary funds through a combination of revenue derived from royalty
payments and direct sales of our products.  If our anticipated
royalty payments received and sales for the next few months do not meet our
current expectations, our existing resources will not be sufficient to meet our
cash flow requirements for the next few months. Furthermore, if our expenses
exceed what we currently anticipate, we will need additional funds to continue
to fully implement our business plan.  If we do not have adequate
working capital we will not be able to fully establish our business and we may
be forced to raise additional funds, whether through a stock offering or
otherwise.





Critical
accounting Policies –




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.




Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.




Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.




RESULTS
OF OPERATIONS





Results
of Operations




Three Months
Ended March 31, 2009 Compared to Three Months Ended March 31, 2008





Revenue-
During the quarter ended March 31, 2009 we generated revenue of
$2,500.  During the same period of 2008, we also generated revenue of
$2,500.
 
 Expenses-
Our total operating expenses for the three months ended March 31, 2009 was
$38,675 as compared to $219,650 for the three months ended March 31,
2008.  The decrease in operating expense was primarily related to a
decrease in consulting fees and to a lesser extent general and administrative
expenses  and professional fees  incurred in becoming a public company
The operating expenses for the three months ended March 31, 2009 were primarily
attributable to accrued salaries which were $18,750 for the first quarter
of 2009 and rent which was $10,500, professional fees which were $8,205
and  to a lesser extent general and administrative fees which were
$1,220.  The professional fees primarily consisted of accounting and
other fees  incurred by us in connection with our obligations as a
reporting company under the Securities Exchange Act of 1934 for our required
regulatory filings and on going corporate
governance.






-12-








Continued
-




Salary
expense and rent expense remained constant for the three month period ended
March 31, 2008 as compared to March 31, 2009. The salary of $18,750
represents accrued salary for amounts which are owed to our President and Chief
Executive Officer pursuant to the terms of his employment agreement. The rent
expense of $10,500 also represents accrued expense for the rent of our office
facility that we share with our licensee.
 
 Net loss
for the quarter ended March 31, 2009 decreased from $217,150 for the quarter
ended March 31, 2008 as compared to $36,520 for the period ended March 31,
2009.  The decrease was primarily attributed to a decrease in
consulting fees and to a lesser extent general and administrative
expenses  incurred in becoming a public
company.


Liquidity
and Capital Resources





To date,
we have generated minimal revenue from our nutraceutical
business.






For the
three months ended March 31, 2009, we had no cash flows from financing
activities.  Our cash used in operating activities was
$4,242.  Our cash at the end of the period was $628.





Expenses




To date,
our expenses have consisted primarily of, consulting fees, salary, general and
administrative  and professional fees, mostly in connection with
becoming a reporting company and the ongoing reporting requirements. We
anticipate that our principal expenses in the next year will consist of
professional fees and consulting fees as well as advertising and marketing, and
personnel required to operate our business.




Accounts Receivable and
Accounts Payable




We do not
anticipate that we will have any significant level of accounts receivable in
connection with the operation of our business.  We will require each
customer to pay us via credit card or cash equivalent prior to the time that any
product is shipped to the customer.  Additionally, we do not
anticipate that we will have a significant level of accounts payable, because
most of the vendors that our licensee derives products from will not have a
direct relationship with us but we anticipate that they will require our
licensee to pay them before products are shipped




Capital
Expenditures




We expect
to purchase additional office furniture, equipment and computers during the next
12 months.  We have budgeted approximately $50,000 for capital
expenditures during this period.




Current and Future Financing
Needs





We have
incurred an accumulated deficit of $140,168 through March 31, 2009. We have
incurred negative cash flow from operations since we started our business. We
have spent, and expect to continue to spend, substantial amounts in connection
with implementing our business strategy, including our planned product
development efforts, our clinical trials, and fees in connection with regulatory
compliance and corporate governance. The actual amount of funds we will need to
operate is subject to many factors, some of which are beyond our
control.  If our anticipated sales for the next few months do not meet
our expectations, our existing resources will not be sufficient to meet our cash
flow requirements for the next few months.  Furthermore, if our
expenses exceed our anticipations, we will need additional funds to implement
our business plan.  We will not be able to fully establish our
business if we do not have adequate working capital and if we do not have
adequate working capital we may need to raise additional funds, whether through
a stock offering or otherwise.








-13-








Our
continued operations in the short and long term will depend on whether we are
able to raise additional funds through various potential sources, such as equity
and debt financing. Such additional funds may not become available on acceptable
terms and there can be no assurance that any additional funding that we do
obtain will be sufficient to meet our needs in the long term. We will continue
to fund operations from cash on hand and through the similar sources of capital
previously described. We can give no assurances that any additional capital that
we are able to obtain will be sufficient to meet our needs.




Other
factors that may impact our financing needs include the following:




•
            the
      progress of the development efforts of parties with whom we have entered
      into research and development agreements;•
            our
      ability to maintain current research and development programs and to
      establish new research and development and licensing
      arrangements;•
            the
      costs involved in prosecuting and enforcing patent claims and other
      intellectual property rights; and•
            the
      costs and timing of regulatory
approvals.




We have
based our estimate on assumptions that may prove to be wrong. As previously
stated, we need to obtain additional funds in the next couple of months or in
greater amounts than we currently anticipate. Potential sources of financing
include strategic relationships, public or private sales of our shares or debt
and other sources. We may seek to access the public or private equity markets
when conditions are favorable due to our capital requirements. We do not have
any committed sources of financing at this time, and it is uncertain whether
additional funding will be available when we need it on terms that will be
acceptable to us, or at all. If we raise funds by selling additional shares of
common stock or other securities convertible into common stock, the ownership
interest of our existing stockholders will be diluted. If we are not able to
obtain financing when needed, we may be unable to carry out our business plan.
As a result, we may have to significantly limit or cease our operations and our
business, financial condition and results of operations would be materially
harmed.





Item 4T - Controls
and Procedures





As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our Chief Executive
Officer, who is our principal executive officer and our principal financial
officer.  Based on this evaluation, these officers have concluded
that the design and operation of our disclosure controls and procedures are
effective. There were no changes in our internal control over financial
reporting or in other factors that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and communicated
to our management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our controls and procedures, our
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of disclosure controls and procedures are
met.  Additionally, in designing disclosure controls and procedures,
our management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and
procedures.  The design of any disclosure controls and procedures also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.








-14-












Part
II.   OTHER INFORMATION





Item
1. Legal Proceedings





None.





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





None.




Item
3.  Defaults Upon Senior Securities





None.





Item
4.  Submission of Matters to a Vote of Security Holders





None.





Item
5.  Other Information





None.





Item
6.  Exhibits





Regulation
                S-B
      Number
              Exhibit31.1
              Certification
      of the Chief Executive Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              Certification
      of the Chief Financial Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act







-15-




SIGNATURES




Pursuant
to the requirements 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.







DATE:
      May 20, 2009
                  IMMUNOBIOTICS,
      INC.
                    (Registrant)By:
                  /s/
      Daniel SmithDaniel  Smith
                    President
      and Chief Executive Officer
                    (Principal
      Executive
Officer)