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,
2008
  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 ofincorporation
      or organization)
              (IRS
      EmployerIdentification
      Number)
 
 1060
Calle Negocio, Suite B, 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 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 9, 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, 2008 (unaudited)
      and  December 31, 2007 (audited)
              
              3Statement
      of Operations for the three months ended March 31, 2008 and 2007
      (unaudited) and for the period from April 1, 2004 to March
      31,2008
              
              4Cash
      Flows for the three months ended March 31, 2008 and 2007 (unaudited) and
      for the period from April 1, 2004 to March 31,2008
              
              5Notes
      to Condensed Financial Statements
              
              6Item
      2.
              
              Management’s
      Discussion and Analysis or Plan of Operation
              
              12Item
      4T.
              
              Controls
      and Procedures
              
              15PART
      II. OTHER INFORMATIONItem
      1.
              
              Legal
      Proceedings
              
              16Item
      2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              16Item
      3.
              
              Defaults
      Upon Senior Securities
              
              16Item
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              16Item
      5.
              
              Other
      Information
              
              16Item
      6.
              
              Exhibits
              
              17
 
  2
  IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)BALANCE
      SHEETMarch
      31, 2008
                
                
                December
      31, 2007(Unaudited)
                
                
                (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                32,765
                
                
                $
                -Accounts
      receivable
                
                
                2,500
                
                
                
                2,500Prepaid
      expenses
                
                
                67,369
                
                
                
                -Total
      current assets
                
                
                102,634
                
                
                
                2,500Intangible
      asset
                
                
                1,803
                
                
                
                1,803TOTAL
      ASSETS
                
                $
                104,437
                
                
                
                4,303LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                
                $
                2,500
                
                
                $
                105,066Accrued
      salaries
                
                
                18,750
                
                
                
                -TOTAL
      CURRENT LIABILITIES
                
                
                21,250
                
                
                
                105,066Commitments
      and contingenciesStockholders’
      Deficit:Preferred
      stock, $0.001 par value, 20,000,000 shares authorized,  none
      issued and outstanding
                
                
                -
                
                
                
                -Common
      stock, no par value, 100,000,000 shares authorized, 15,460,000
                  and
      15,060,000 shares issued and outstanding and additional paid in
      capital
                
                
                551,507
                
                
                
                150,407Deficit
      accumulated during the development stage
                
                
                (468,320
                )
                
                
                (251,170
                )TOTAL
      STOCKHOLDERS’ DEFICIT
                
                
                83,187
                
                
                
                (100,763
                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
                $
                104,437
                
                
                $
                4,303
    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) to2008
                
                
                2007
                
                
                March
      31, 2008(Unaudited)
                
                
                (Unaudited)Revenues
                
                $
                2,500
                
                
                $
                -
                
                
                $
                5,000Operating
      expenses:General
      and administrative
                
                
                25,446
                
                
                
                -
                
                
                
                25,746Rent
                
                
                10,500
                
                
                
                
                
                
                
                10,500Professional
      fees
                
                
                23,193
                
                
                
                -
                
                
                
                117,124Salaries
                
                
                18,750
                
                
                
                
                
                
                
                18,750Research
      and development
                
                
                -
                
                
                
                -
                
                
                
                45,000Advertising
                
                
                2,000
                
                
                
                -
                
                
                
                17,000Consulting
                
                
                139,761
                
                
                
                -
                
                
                
                239,200Total
      operating expenses
                
                
                219,650
                
                
                
                -
                
                
                
                473,320Other
      income/expense:Other
      income (expense), net
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss before income taxes
                
                
                (217,150
                )
                
                
                -
                
                
                
                (468,320
                )Benefit
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (217,150
                )
                
                $
                -
                
                
                $
                (468,320
                )Net
      loss per share - basic and diluted
                
                $
                (0.01
                )
                
                $
                nilWeighted
      average number of shares outstanding during the period - basic and
      diluted
                
                
                15,450,137
                
                
                
                15,000,000
  
  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) to2008
                
                
                2007
                
                
                March
      31, 2008(Unaudited)
                
                
                (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (217,150
                )
                
                $
                -
                
                
                
                (468,320
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services
                
                
                
                
                
                
                -
                
                
                
                60,000Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                
                
                
                
                
                
                
                
                (2,500
                )Prepaid
      expenses
                
                
                (67,369
                )
                
                
                -
                
                
                
                (67,369
                )PatentsAccounts
      payable and accrued liabilities
                
                
                (102,566
                )
                
                
                -
                
                
                
                2,500Accrued
      salaries
                
                
                18,750
                
                
                
                -
                
                
                
                18,750Net
      Cash Used In Operating Activities
                
                
                (368,335
                )
                
                
                -
                
                
                
                (456,939
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      Cash Used in Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from capital contribution from related party
                
                
                1,100
                
                
                
                -
                
                
                
                1,200Issuance
      of common stock
                
                
                400,000
                
                
                
                -
                
                
                
                488,504Net
      Cash Provided by Financing Activities
                
                
                401,100
                
                
                
                -
                
                
                
                489,704CHANGE
      IN CASH
                
                
                32,765
                
                
                
                -
                
                
                
                32,765CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                -
                
                
                
                -
                
                
                
                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                32,765
                
                
                $
                -
                
                
                
                32,765Supplemental
      disclosure of non cash investing & financing
      activities:Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                
                -Cash
      paid for interest expense
                
                $
                -
                
                
                $
                -
                
                
                
                -
   
   5
  IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  March 31,
2008
 (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.
  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.
 As reflected in the accompanying financial statements, the Company is in
the development stage with limited operations, a stockholders' equity of $83,187
working capital of $81,384 and used cash in operations from inception of
$456,939. 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.
 
 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.
  NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 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, 2008 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
 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.
 
 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.
  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.
 
 Revenue
Recognition
 
 Revenue
is recognized when earned. In consideration for theNon-exclusive Patent
License Agreement, Licensee shall manufacture and deliver to Licensor Five
Thousand (5,000) bottles of 10 mg LutiMax tablets, bottled and labeled as
directed byLicensor.
Label copy and lables 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 Five Percent (5%) of net sales of products sold by
Licensee that are covered by the Patent for the first Five Hundred Thousand
$500,000 in sales per year, Seven and One-Half Percent (7.5%) of net sales per
year from Five Hundred Thousand to One Million dollars ($500,000 to $1,000,000)
in sales, and for net sales exceeding One Million Dollars ($1,000,000) per year,
Licensee will payTen
Percent (10%) of net sales. Licensee shall pay to Licensor annually a minimum
earned royalty of Ten Thousand Dollars ($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.
  Concentration of Credit
Risk
  During
the three months ended March 31, 2008 one customer accounted for 100% of the
Company's sales.
 
 
 
 
 7
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 
 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.
 
 The
Corporation adopted the provisions of 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. Preferred
stock conversions to common stock and warrants have been excluded from the
calculation of the diluted loss per share for the three months ended March 31,
2008 and 2007, because all such securities were anti-dilutive.
 
 Long-Lived
Assets
 
 The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards 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.
 
 
 
 8
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
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 57 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 Company is unable at this time to determine the effect that its adoption of
SFAS 157 will have on its results of operations and financial
condition.
 
 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 is not expected to have
a material effect on the Company’s financial statements.
  Disclosure about Derivative
Instruments and Hedging Activities
  In March
2008, the FASB issued SFAS No. 161, “Disclosure about Derivative
Instruments and Hedging Activities,” an amendment of FASB
Statement No. 133, (SFAS 161). This statement requires that objectives for using
derivative instruments be disclosed in terms of underlying risk and accounting
designation. The Company is required to adopt SFAS 161 on January 1, 2009. The
Company is currently evaluating the potential impact of SFAS No. 161 on the
Company’s consolidated financial statements.
  Determination of the Useful
Life of Intangible Assets
  In April
2008, the FASB issued FSP FAS 142-3, “Determination of the Useful Life of
Intangible Assets,”, which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets  under FASB 142 “Goodwill and Other Intangible
Assets”.  The intent of this FSP is to improve the consistency between the
useful life of a recognized intangible asset under SFAS 142 and the period of
the expected cash flows used to measure the fair value of the asset under FASB
141 (revised 2007) “Business Combinations” and other U.S. generally accepted
accounting principles.    The Company is currently evaluating the
potential impact of FSP FAS 142-3 on its consolidated financial
statements.
    9
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  NOTE 4 –
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 5 –
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.
  During
the year ended December 31, 2007 a related party paid $75,357 on behalf of the
Company.
 
 During
the quarter ended March 31, 2008 the Company's President contributed $1,100 cash
to 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).
    10
   IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
  
 NOTE 6 –
RELATED PARTY TRANSACTION
 
 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.
 
 As of
March 31, 2008, no amounts have been paid out under this agreement, therefore,
the Company has accrued $18,750 as salary expense.
             11
  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 statementson 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, 2007
included in our Form 10K-SB for the year ended December 31, 2007 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.
   12
  
 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, 2008 Compared to Three Months Ended March 31, 2007
 
 Revenue-During the quarter
ended March 31, 2008, we generated revenue of $2,500, all
of   which is attributable to royalty payments under the terms of
our license agreement with SYNORx, Inc.  During the same period of
2007, we had no revenue.
  Expenses-
Our total operating expenses for the three months ended March 31, 2008 was
$219,650 as compared to none for the three months ended March 31,
2007.  The operating expenses were primarily attributable to
consulting fees which were $139,761 for the first quarter of 2008 and to a
lesser extent general and administrative fees which were $25,446, professional
fees which were $23,193, salaries which were $18,750, rent which was $10,500 and
advertising expenses which were $2,000 for the first quarter of
2008.  The consulting fees primarily result from 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.
   13
 Continued
-
  General
and administrative expenses included travel expenses and the professional fees
were comprised of legal and accounting fees.  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. In addition, during the three months
ended March 31, 2008, we incurred advertising expenses of $2,000 as opposed to
none for the quarter ended March 31, 2007. 
 Net loss
for the quarter ended March 31, 2008 increased to $217,150 as compared to none
for the period ended March 31, 2007 and was primarily attributable to the
consulting fees incurred and to a lesser extent the other expenses previously
mentioned.
 Liquidity
and Capital Resources
 
 To date,
we have generated minimal revenue from our nutraceutical
business.
  In
January 2008 we issued 400,000 shares of our common stock in a private placement
for proceeds of $400,000.  We expect that such funds will enable us to
continue to operate our business for the short term.
  For the
three months ended March 31, 2008, our cash flows form financing activities was
$401,100, substantially all of which was attributable to the proceeds from the
issuance of the 400,000 shares.  Our cash used in operating activities
was $368,335.  Our cash at the end of the period was
$32,765.
 
 Expenses
  To date,
our expenses have consisted primarily of research and development, consulting
fees and professional fees. 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 $468,320 through March 31, 2008. 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 our research and development
efforts 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.
   14
   Our
continued operations in the 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 may 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 long-term 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 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 principal financial
officer.  Based on this evaluation, this officer has 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.
 
 
 15
  Part
II.   OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 None.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
 
 On
January 10, 2008 we issued 400,000 shares of our common stock to an individual
in a private placement for consideration of $400,000.  The shares were
issued in reliance upon Regulation S of the Securities Act of
1933.  The offering and sale of the common stock qualified under
Regulation S of the Securities Act of 1933 because the offer and sale occurred
outside the United States without any direct selling efforts in the United
States.  In addition, the investor had the necessary investment intent
as required by Regulation S since it agreed to, and received a share certificate
bearing a legend stating that the shares are restricted.
  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 toSection
      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
    16
   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 14, 2008
              IMMUNOBIOTICS,
      INC.
                (Registrant)By:
              /s/Thomas P. LaheyThomas
      P.Lahey
                Chairman
      and Chief Executive Officer
                (Principal
      Executive Officer)