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: June 30, 2010





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: 23,460,000 shares of common stock, $.001 par value per share, as of September 15, 2010.





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

















IMMUNOBIOTICS, INC.


Index





PART I. FINANCIAL INFORMATION

PageItem 1.

Financial Statements

3Balance Sheets as of June 30, 2010 (unaudited) and  December 31, 2009

3Unaudited Statements of Operations for the three and six months ended June 30, 2010 and 2009 and for the period from April 1, 2004 (inception) to June 30, 2010

4Unaudited Statements of Cash Flows for the six months ended June 30, 2010 and 2009 and for the period from April 1, 2004  (inception) to June 30, 2010

5Unaudited Notes 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

15Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

15Item 3.

Defaults Upon Senior Securities

16Item 4.

Removed and Reserved

16Item 5.

Other Information

16Item 6.

Exhibits

16






2








IMMUNOBIOTICS, INC.
 (A Development Stage Company)


Balance Sheets





ASSETSJune 30,


December 31,2010


2009(Unaudited)CURRENT ASSETSCash and cash equivalent

$
1,010


$
8,389Prepaid expenses


1,778



-Inventory


14,021



15,47116,809



23,860Computer equipment, net


2,754



3,673Deposits


2,500



-Patent


1,803



1,8037,057



5,476TOTAL ASSETS

$
23,866


$
29,336LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses

$
185,877


$
139,603Accounts payable - related party


124,875



124,875Accrued salaries


238,750



176,250Deferred revenue


26,900



24,900Convertible notes payable


112,500



102,500Convertible note payable, net of discount


71,781



27,397Note payable - related party


42,500



13,000Notes payable


7,000



7,000TOTAL CURRENT LIABILITIES


810,183



615,525COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS’ EQUITY (DEFICIT)Common stock, no par value, 100,000,000 shares authorized,  23,460,000 and 15,610,000 shares issuedand outstanding, respectively


2,528,643



857,267Accumulated deficit during development stage


(3,314,960
)


(1,443,456
)Total Stockholders’ Equity (Deficit)


(786,317
)


(586,189
)TOTAL LIABILITIES AND STOCKHOLDERS’  EQUITY (DEFICIT)

$
23,866


$
29,336






3
 
  IMMUNOBIOTICS, INC.
 (A Development Stage Company)
 Unaudited Statements of Operations for the three months ended
 June 30, 2010 and 2009 and for the period from April 1, 2004 (inception) to June 30, 2010




For the Three Months

Ended June 30,


For the Six Months

Ended June 30,


For the Period From April 1, 2004 (Inception) to June 30,2010


2009


2010


2009


2010RevenueSale of products


1,900



770



1,900



770



2,670Licensing fees

$
2,500


$
2,500



5,000


$
5,000


$
27,500Total Revenue


4,400



3,270



6,900



5,770



30,170OPERATING EXPENSESCost of goods sold


1,900



-



1,900



-



1,900General and administrative


3,987



75,102



6,642



76,323



158,684Rent


2,000



10,894



9,394



21,394



94,970Professional fees


16,630



45,659



46,332



50,863



372,611Salaries


24,750



18,750



62,500



37,500



277,500Research and development






31,975



-



31,975



78,850Patent impairment


1,534,375



-



1,534,375



-



1,534,375Advertising


-



7,900



10,000



7,900



42,956Consulting


128,800



73,063



143,800



73,063



682,754TOTAL OPERATING EXPENSES


1,712,442



263,343



1,814943



299,018



3,244,600Loss from operations


(1,708,042
)


(260,073
)


(1,808,043
)


(293,248
)


(3,214,430
)OTHER EXPENSESFinancing expense


8,200



-



8,200



-



8,200Interest expense


29,988



1,742



55,261



2,087



92,33038,188



1,742



63,461



2,087



100,530NET LOSS BEFORE PROVISION FORINCOME TAXES


(1,746,230
)


(261,815
)


(1,871,504
)


(295,335
)


(3,314,960
)PROVISION FOR INCOME TAXES


-



-



-



-



-NET LOSS

$
(1,746,230
)

$
(261,815
)


(1,871,504
)

$
(295,335
)

$
(3,314,960
)Net loss per share - basic and diluted


(0.10
)


(0.02
)


(0.12
)


(0.02
)Weighted average number of shares outstanding during the period - basic and diluted


17,594,066



15,460,000



16,607,514



15,460,000






4
 
  IMMUNOBIOTICS, INC.
 (A Development Stage Company)


Unaudited Statements of Cash Flows for the three months ended
 June 30, 2010 and 2009 (unaudited) and for the period from April 1, 2004 (inception) to June 30, 2010




For The Six Months Ended

June 30,


For The Six Months Ended June 30,


For the Period From

April 1, 2004 (Inception)

to

June 30,2010


2009


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(1,871,504
)

$
(295,335
)

$
(3,314,960
)Adjustments to reconcile net loss to net cash used in operating activities:Common stock issued for services


128,800



-



188,800Common stock issued for financing


8,200







8,200Warrants issued for services


-



-



180,000Amortization of debt discount


44,384







71,781Depreciation expense


919



698



2,773Impairment of patents


1,534,375



-



1,534,375Changes in operating assets and liabilities:Increase in inventory


1,450



-



(14,021
)Increase in prepaid expenses


(1,778
)


-



(1,778
)Increase in deposits


(2,500
)


-



(2,500
)Increase in deferred revenue


2,000



24,000



26,900Increase in accrued payroll


62,500



37,500



238,750Accounts payable and accrued expenses


46,275



39,023



185,887Accounts payable related party


-



124,875



124,866Net Cash Used In Operating Activities


(46,879
)


(69,239
)


(770,927
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchase of computer equipment


-



(2,668
)


(5,528
)Net Cash Used in Investing Activities


-



(2,668
)


(5,528
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from notes payable


-



-



7,000Proceeds from convertible notes payable


10,000



82,500



112,500Proceeds from convertible notes payable










100,000Proceeds from notes payable - related party


29,500



-



42,500Proceeds from capital contribution from related party


-



-



115,365Proceeds from issuance of common stock


-



-



400,100Net Cash Provided By Financing Activities


39,500



82,500



777,465NET INCREASE (DECREASE) IN CASH


(7,379
)


10,593



1,010CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


8,389



4,870



-CASH AND CASH EQUIVALENTS AT END OF PERIOD

$
1,010


$
15,463


$
1,010Supplemental disclosure of non cash investing & financing activities:Cash paid for income taxes

$
-


$
-


$
-Cash paid for interest expense

$
-


$
-


$
-Patents acquired by issuance of common stock

$
1,534,375


$
-


$
1,534,375








5





IMMUNOBIOTICS, INC.


(A Development Stage Company)




NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


JUNE 30, 2010




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 Multinational Merger Corporation. The Company changed its name from Multinational Meger Corporation to Immunobiotics, Inc in August, 2007. 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 August 2007 after its acquisition in May 2007 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. 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.




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 June 30, 2010 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.




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 $786,317, working capital deficit of $793,374 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.




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.






6




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. 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 and six months ended June 30, 2010 and 2009, the Company recognized as revenue the minimum earned royalty of $2,500, $2,500 , $5,000 and $5,000, respectively.




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.




Concentration of Credit Risk




During the three and six months ended June 30, 2010 and 2009, one customer accounted 57%, 72%, 100% and 100% of the Company's sales.




Net Loss per Share




Basic and diluted net losses per common share are presented in accordance with ASC 260, “Earnings Per Share”, for all periods presented.




Indefinite-lived and Long-Lived Assets




The Company accounts for long-lived assets under ASC 350 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets”. In accordance with ASC 350, 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 June 30, 2010 and, therefore, has recorded no loss from impairment in its statement of operations. In June, 2010 the Company acquired patents valued at $1,534,375. The Company elected to impair the value of $1,534,375 at June 30, 2010,




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.






7







NOTE 4 – RECENT ACCOUNTING PRONOUNCEMENTS













In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The Company currently has no such awards and does not anticipate any material impact on its results of operations as a result of adoption.




Other ASUs are effective after June 30, 2010 are not expected to have a significant effect on the Company's financial position as result of operations.




NOTE 5 - INVENTORIES




Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. We classify inventory into various categories based upon their stage in the product life cycle, future marketing sales plans and disposition process. We assign a degree of obsolescence risk to products based on this classification to determine the level of obsolescence provision.




Inventories at June 30, 2010 and December 31, 2009 consisted of the following:




Raw materials

$
14,021


$
15,471Total inventories

$
14,021


$
15,471





NOTE 6 – 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.




On June 7, 2010 the Company acquired the Chinese patents from SYNORx, a related party company. The Company issued a total of 6,137,500 shares of common stock value at $1,534,375 ($.25 per share) the fair market on the date of issuance. Management elected to impair the value of the patent at June 30, 2010.







8




NOTE 7 – COMPUTER EQUIPMENT




The Company purchased computer equipment. The Company is depreciating it over its estimated useful life of 3 years. Depreciation expense for the six Months ended June 30, 2010 and 2009 was $919 and $238, respectively.




NOTE 8 – 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 at June 30, 2010 and December 31, 2009 amounted to $2,236 and $1,542, respectively, which is included in accounts payable and accrued expenses in the accompanying balance sheets.




NOTE 9 – CONVERTIBLE NOTES PAYABLE




During the three months ended June 30, 2009 the Company borrowed a total of $82,500 pursuant to several convertible note payable. The notes are due 180 days from the date of issuance and bear an interest rate of 10% per annum. Accrued interest at June 30, 2010 and December 31, 2009 amounted to $9,688 and $5,552, respectively. The notes are convertible at the request of the holder at a fixed price of $1.00 per share of common stock. The note is currently in default.




In July 2009 the Company borrowed a total of $10,000 pursuant to a convertible notes payable. The note is due one year from the date of issuance and bears an interest rate of 10% per annum. Accrued interest at June 30, 2010 and December 31, 2009 amounted to $970 and $468, respectively. The notes are convertible at the request of the holder at a fixed price of $1.00 per share of common stock.




In December 2009 the Company borrowed a total of $10,000 pursuant to a convertible notes payable. The note is due one year from the date of issuance and bears an interest rate of 10% per annum. Accrued interest at June 30, 2010 and December 31, 2009 amounted to $537 and $36, respectively. The note is convertible at the request of the holder at a fixed price of $1.00 per share of common stock.




In February 2010 the Company borrowed a total of $10,000 pursuant to a convertible notes payable. The note is due one year from the date of issuance and bears an interest rate of 10% per annum. Accrued interest at June 30, 2010 amounted to $364. The note is convertible at the request of the holder at a fixed price of $1.00 per share of common stock.




NOTE 10 -   CONVERTIBLE NOTE PAYABLE




June 30,

2010Note Amount

$
100,000Discount


(28,219)Net

$
71,781







On September 22, 2009, a third party loaned Company loaned the Company $100,000. The loan bears a rate of interest of 8% per annum and is payable twelve months from the date of issuance. The holder of the note has the right to convert the note into common stock of the Company at a price of $1.00 per share of common stock.  In addition the Company issued warrants to purchase 200,000 shares of common stock with cash-less exercise price of $.05 per share for eighteen months from the date of the note. The fair value of the warrants was estimated on the grant date using the Black-Scholes option pricing model with the following weighted average assumptions: expected dividend yield 0%, volatility 110%, risk-free interest rate of 1%, and expected warrant life of 6 months. The fair value of the warrants on the date of issuance was $230,050. The Company will amortize the value up to the principle of the note of $100,000 over the term of the note.  As of June 30, 2010 the Company recorded and accrued interest of $6,203 and convertible note payable, net of discount of $71,781 in the accompanying financial statements.







9






NOTE 11   NOTES PAYABLE – RELATED PARTY




The Company’s Chief Operating Officer and Chairman of the Board loaned the Company a total of $42,500 pursuant to a notes payable. The notes are due one year from the date of issuance and accrue interest at a rate of 6% per annum. Accrued interest at June 30, 2010 was $822.




NOTE 12 – 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 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.




In July 2009 the Company agreed to issue 150,000 shares of common stock valued at $180,000 for consulting services and cash of $500.




In June 2010 the Company issued a total of 1,610,000 shares of common stock value at $128,800 ($.08 per share) for services.




(D) Common stock issued for financing fees




In June 2010 the Company issued a total of 102,500 shares of common stock value at $8,200 ($.08 per share) for financing fees.




(E) Common stock issued for patents




On June 7, 2010 the Company acquired the Chinese patents from SYNORx, a related party company. The Company issued a total of 6,137,500 shares of common stock value at $1,534,375 ($.25 per share) the fair market on the date of issuance. Management elected to impair the value of the patent at June 30, 2010.




(F) 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







NOTE 13 – 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 Thomas Lahey, 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 expired December 31, 2009 and was automatically renewed unless either party notifies the other 90 days prior to expiration. For the three and six months ended June 30, 2010 and 2009 the Company has recorded $18,750, $37,500, $18,750 and $37,500 of salary expense, respectively. As of June 30, 2010, the Company recorded accrued salary of $153,750. Mr. Lahey now serves as the Company’s Chief Operating Officer and Chairman of the Board.




On May 14, 2009, Daniel Smith, a Company consultant since 2007, was appointed to the position of President and Chief Executive Officer. The Company recorded a monthly salary expense of $8,000. During the three and six months ended June 30, 2010 the Company recorded salary expense of $6,000 and $30,000, respectively. Accrued salary at June 30, 2010 amount to $85,000. On April 23, 2010 Mr. Smith resigned.


The Company’s Chief Operating Officer and Chairman of the Board loaned the Company a total of $30,500 pursuant to a notes payable. The notes are one year from the date of issuance and accrue interest at a rate of 6% per annum. Accrued interest at June 30, 2010 was $822.




During the year ended December 31, 2008, related parties contributed $26,860 to the Company.




NOTE 14-SUBSEQUENT EVENT




Management evaluated all activities of the Company through the issue date of the Company's financial statements and concluded that no subsequent events have occurred that would require recognition in the financial statements.







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 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, 2009 included in our Form 10K for the year ended December 31, 2009 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, notes 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 day 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 and Six Months Ended June 30, 2010 Compared to Three and Six Months Ended June 30, 2009
 
 Revenue - During the quarter ended June 30, 2010 we generated revenue of $4,400.  During the same period of 2009, we generated revenue of $3,270.
 
 Expenses- Our total operating expenses for the three months ended June 30, 2010 was $1,712,442 as compared to $263,343 for the three months ended June 30, 2009.  The increase in operating expense was primarily related to a patent impairment of $1,534,375, consulting fees of $128,800, and to a lesser extent, an increase in salary of $6,000, offset by a decrease in professional fees of $29,029.
 
 Net loss for the quarter ended June 30, 2010 increased from $261,815 for the three months ended June 30, 2009 as compared to $1,746,230 for the six months ended June 30, 2010.  The increase was primarily attributed to an increase in expenses and impairment of patents.




13





Continued –




Rent expense decreased from $21,394 for the six months ended June 30, 2009 to $9,394 for the six months ended June 30, 2010. The salary of $62,500 represents accrued salary for amounts which are owed to our President and Chief Executive Officer pursuant to the terms of his employment agreement. Interest expense increased from $2,087 for the six months ended June 30, 2009 to $55,261 for the six months ended June 30, 2010 as a result of the increased notes payables.





Net loss increased from $295,335 for the six months ended June 30, 2009 as compared to $1,871,504 for the six months ended June 30, 2010.  The increase was primarily attributed to an increase in expenses and patent impairment.





Liquidity and Capital Resources





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





For the six months ended June 30, 2010, our cash used in operating activities wasf $46,879 which was comprised primarily of common stock issued for services of $128,800, impairment of patents of $1,534,375, amortization of debt discount of $44,384, an increase in accrued payroll of  $62,500 and an increase in accounts payable and accrued expenses of $46,275. For the six months ended June 30, 2009, our cash used in operating activities was $69,239.





For the six months ended June 30, 2010, we had $39,500 in cash flows from financing activities, comprised of $10,000 from the proceeds of a convertible note and $29,500 from proceeds from a note payable to a related party. Our cash at the end of the period June 30, 2010 was $1,010. For the six months ended June 30, 2009, we has $82,500 in cash flows from financial activities, our cash of June 30, 2009 was $15,463.





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





Current and Future Financing Needs





We have incurred an accumulated deficit of $3,314,960 through June 30, 2010. 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.





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.






14





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 4 - Controls and Procedures





Evaluation of Disclosure Controls and Procedures




Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to provide reasonable assurance that information required to be disclosed 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 rules and forms of the Securities and Exchange Commission. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer, with assistance from other members of our management, have reviewed the effectiveness of our disclosure controls and procedures as of June 30, 2010 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.




Changes in Internal Control Over Financial Reporting




There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our fiscal quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




Part II.   OTHER INFORMATION





Item 1. Legal Proceedings





None.





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





In June 2010 the Company issued a total of 1,610,000 shares of common stock valued at $140,800 ($.08 per share) for services.The issuance of the securities qualified for exemption under Section 4(2) of the Securities Act of 1933 (the “Act”) since the issuance by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by us. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Act for this transaction.




In June 2010 the Company issued a total of 102,500 shares of common stock valued at $8,200 ($.08 per share) for financing fees.The issuance of the securities qualified for exemption under Section 4(2) of the Securities Act of 1933 (the “Act”) since the issuance by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by us. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Act for this transaction.






15






On June 7, 2010 the Company acquired the Chinese patents from SYNORx, a related party company. The Company issued a total of 6,137,500 shares of common stock to SYNORx valued at $1,534,375 ($.25) per share) the fair market on the date of issuance. Management elected to impair the value of the patent at June 30, 2010.The issuance of the securities qualified for exemption under Section 4(2) of the Securities Act of 1933 (the “Act”) since the issuance by us did not involve a public offering. The offering was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to, and received, securities bearing a legend stating that such securities are restricted. This restriction ensured that these securities will not be immediately redistributed into the market and therefore be part of a public offering. This offering was done with no general solicitation or advertising by us. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Act for this transaction.




Item 3.  Defaults Upon Senior Securities





None.





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





Removed and Reserved




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






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: September 23, 2010
IMMUNOBIOTICS, INC.

(Registrant)By:
/s/ Thomas LaheyThomas Lahey

Chairman, Chief Executive Officer and President

(Principal Executive Officer)