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: September 30, 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 of
                incorporation
      or organization)
              (IRS
      Employer Identification 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
November 13, 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 at September 30, 2008 (unaudited) and  December 31, 2007
      (audited)
              
              3Statement
      of Operations for the three and nine months ended September 30, 2008 and
      2007 (unaudited) and for the period from April 1, 2004 to September
      30,2008
              
              4Cash
      Flows for the nine months ended September 30, 2008 and 2007 (unaudited)
      and for the period from April 1, 2004 to September
      30, 2008
              
              5Notes
      to Condensed Financial Statements
              
              6Item
      2.
              
              Management’s
      Discussion and Analysis or Plan of Operation
              
              13Item
      4T.
              
              Controls
      and Procedures
              
              16PART
      II. OTHER INFORMATIONItem
      1.
              
              Legal
      Proceedings
              
              17Item
      2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              17Item
      3.
              
              Defaults
      Upon Senior Securities
              
              17Item
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              17Item
      5.
              
              Other
      Information
              
              17Item
      6.
              
              Exhibits
              
              17
   2
    IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)BALANCE
      SHEETSSeptember
      30, 2008
              
              
              December
      31, 2007(Unaudited)
              
              
              (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              365
              
              
              $
              -Accounts
      receivable
              
              
              2,500
              
              
              
              2,500Prepaid
      expenses
              
              
              17,622
              
              
              
              -Total
      current assets
              
              
              20,487
              
              
              
              2,500Intangible
      asset
              
              
              1,803
              
              
              
              1,803TOTAL
      ASSETS
              
              $
              22,290
              
              
              
              4,303LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
              
              $
              22,882
              
              
              $
              105,066Accrued
      salaries
              
              
              37,500
              
              
              
              -TOTAL
      CURRENT LIABILITIES
              
              
              60,382
              
              
              
              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 at September 30, 2008 and December 31, 2007
              
              
              577,268
              
              
              
              150,407Deficit
      accumulated during the development stage
              
              
              (615,360)
              )
              
              
              (251,170
              )TOTAL
      STOCKHOLDERS’ DEFICIT
              
              
              (38,092)
              
              
              
              (100,763
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              22,290
              
              
              $
              4,303
   
 3
 
    IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSThree
      Months Ended September 30,
              
              
              Nine
      Months Ended September 30,
              
              For
      the Period From
                April
      1, 2004
                (Inception)
      to2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              September
      30, 2008(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)Revenues
              
              $
              2,500
              
              
              $
              -
              
              
              $
              7,500
              
              
              $
              -
              
              $
              10,000Operating
      expenses:General
      and administrative
              
              
              292
              
              
              
              -
              
              
              
              27,733
              
              
              
              -
              
              
              31,690Rent
              
              
              10,500
              
              
              
              
              
              
              
              31,500
              
              
              
              
              
              
              31,500Professional
      fees
              
              
              6,891
              
              
              
              39,960
              
              
              
              64,891
              
              
              
              43,135
              
              
              158,712Salaries
              
              
              18,750
              
              
              
              
              
              
              
              56,250
              
              
              
              
              
              
              56,250Research
      and development
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              45,000Advertising
              
              
              -
              
              
              
              -
              
              
              
              2,506
              
              
              
              -
              
              
              17,506Consulting
              
              
              24,757
              
              
              
              -
              
              
              
              188,810
              
              
              
              -
              
              
              284,702Total
      operating expenses
              
              
              61,190
              
              
              
              39,960
              
              
              
              371,690
              
              
              
              43,135
              
              
              625,360Other
      income/expense:Other
      income (expense), net
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -Net
      loss before income taxes
              
              
              (58,690)
              )
              
              
              (39,960)
              
              
              
              (364,190)
              
              
              
              (43,135)
              
              
              (615,360)Benefit
      for income taxes
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (58,690)
              )
              
              $
              (39,960)
              
              
              $
              (364,190)
              
              
              $
              (43,135)
              
              $
              (615,360)_Net
      loss per share - basic and diluted
              
              $
              (0.00)
              )
              
              $nil
              
              
              $
              (0.02)
              
              
              $nil
              
              $Weighted
      average number of shares outstanding during the period - basic and
      diluted
              
              
              15,460,000
              
              
              
              10,651,298
              
              
              
              15,460,000
              
              
              
              8,440,908
   4
   IMMUNOBIOTICS,
    INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFor
      The Nine Months Ended September 30,
              
              
              For
      the Period From
                April
      1, 2004
                (Inception)
      to2008
              
              
              2007
              
              
              September
      30, 2008(Unaudited)
              
              
              (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (364,190)
              
              
              $
              (43,135)
              
              
              
              (615,360)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
              
              
              (17,622)
              
              
              
              -
              
              
              
              (17,622)Patents
              
              
              
              
              
              
              (1,803)Accounts
      payable and accrued liabilities
              
              
              (82,184)
              
              
              
              1,725
              
              
              
              22,882Accrued
      salaries
              
              
              37,500
              
              
              
              -
              
              
              
              37,500Net
      Cash Used In Operating Activities
              
              
              (426,496)
              
              
              
              (43,213)
              
              
              
              (515,100)CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      Cash Used in Investing Activities
              
              
              
              
              
              
              -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from capital contribution from related party
              
              
              26,861
              
              
              
              41,410
              
              
              
              26,961Issuance
      of common stock
              
              
              400,000
              
              
              
              1,803
              
              
              
              488,504Net
      Cash Provided by Financing Activities
              
              
              426,861
              
              
              
              43,213
              
              
              
              515,465NET
      INCREASE IN CASH
              
              
              365
              
              
              
              -
              
              
              
              365CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              
              
              
              
              -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              365
              
              
              $
              -
              
              
              
              365Supplemental
      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
  September
30, 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 Multinational Merger Corporation.  The
Company was originally formed for the purpose of, and engaged in the business
of, conducting regulatory compliance consulting, through its website, the
archive of which can be seen at
http://web.archive.org/web/20050322155356/http://www.mmc2100.com/.  The
Company discontinued its consulting operations in November 2005.  The
Company changed its name to Immunobiotics, Inc. in May 2007 when it acquired US
Patent number 6,774,142 entitled “Inhibition by 3-Deoxyflavonoids of
T-Lymphocyte Activation and Therapies Related Thereto” which protects the
compounds and formulas that the products manufactured in accordance with its
licensing agreements are based upon as well as the use of Luteolin in the
prevention and treatment of many diseases.  The Company is in the
business of licensing the manufacture, distribution, and sale of nutraceutical
products that are made entirely of naturally occurring dietary
substances.
 
 Activities
during the development stage include developing the business plan and raising
capital.  Management believes that actions presently being taken to
obtain additional funding and implement its strategic plans provide the
opportunity for the Company to continue as a going concern.
 
 Going
Concern
  The
financial statements are presented on the basis that the Company is a going
concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business over a reasonable length of time.
The Company is in the development stage with limited operations, a stockholders'
deficit of $(38,092), working capital deficiency of $(39,895)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
 
 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 September 30, 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 the Non-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 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 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 pay Ten 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 nine months ended September 30, 2008 one customer accounted for 100% of the
Company's sales.
 
 Income
Taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109, “Accounting for Income Taxes” (SFAS No. 109).
Deferred income tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Due to the net loss incurred in all
periods, there is no provision for income taxes provided as a full valuation
allowance has been established.
   
 7
 
  IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 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.
 
 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.
 
 Reclassification
 
 Certain
amounts in the prior period financial statements have been reclassified for
comparative purposes to conform to the presentation in the current year
financial statements.
 
 NOTE 3 –
RECENT ACCOUNTING PRONOUNCEMENTS
 
 Fair Value
Measurements
 
 In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and has been adopted by the Company in the first quarter of fiscal year
2008. The 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.
   
 8
 
    IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 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
adoption of SFAS No. 161 is not expected to have a material impact on the
Company’s financial position.
  The Hierarchy of Generally
Accepted Accounting Principles
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. The adoption of SFAS 162 is not expected
to have a material impact on the Company’s financial position.
 
 Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities
 
 In
June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue
No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities.” The FSP addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class method. The FSP
affects entities that accrue dividends on share-based payment awards during the
awards’ service period when the dividends do not need to be returned if the
employees forfeit the award. This FSP is effective for fiscal years beginning
after December 15, 2008. The Company is currently assessing the impact of
FSP EITF 03-6-1 on its financial position and results of
operations.
   
 9
 
    IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 Determining Whether an
Instrument (or an Embedded Feature) Is Indexed to an entity's Own
Stock
 
 In June
2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF
07-5).  EITF 07-5 provides that an entity should use a two step
approach to evaluate whether an equity-linked financial instrument (or embedded
feature) is indexed to its own stock, including evaluating the instrument's
contingent exercise and settlement provisions.  It also clarifies on
the impact of foreign currency denominated strike prices and market-based
employee stock option valuation instruments on the evaluation.  EITF
07-5 is effective for fiscal years beginning after December 15,
2008.  The Company is currently assessing the impact of EITF 07-5 on
its financial position and results of operations.
 
 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 financial statements.
 
 Accounting for Financial
Guarantee Insurance Contracts-an interpretation of FASB Statement No.
60
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
 
 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, 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.
 
  
 10
 
    IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 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.
 
 During
the nine months ended September 30, 2008 a related party paid $25,761 on behalf
of the Company.
 
 (C)
Common stock issued for services
 
 During
the year ended December 31, 2007 the Company issued 60,000 shares of common
stock valued at $60,000 ($1.00 per share) for services. The common stock was
valued at the most recent cash offering price of $1.00 per share.
  (D) Sale
of common stock
 
 In
January, 2008 the Company sold a total of 400,000 shares of common stock to an
unrelated third party for net proceeds of $400,000 ($1.00 per
share).
  NOTE 6 –
RELATED PARTY TRANSACTIONS
  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.
   
 11
 
    IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 As of
September 30, 2008, the Company has accrued $37,500 as salary
expense.
 
 On
September 1, 2007, the Company entered into a license agreement with SYNORx, a
related party company controlled by the majority shareholders in Immunobiotics,
Inc..  The Company  granted SYNORxa non-exclusive license to
 research, develop, market, distribute and sell Luteolin and related
bioflavonoid-based products covered by ImmunoBiotics, Inc.
    12
   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, 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.
   13
 
 
 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 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 effect 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 September 30, 2008 Compared to Three Months Ended September 30,
2007
 
 Revenue-
During the quarter ended September 30, 2008, we generated revenue of $2,500, all
of   which is attributable to royalty payments under the terms of
our license agreement with SYNORx.  During the same period of 2007, we
had no revenue.
  Expenses-
Our total operating expenses for the three months ended September 30, 2008 was
$61,190 as compared to $39,960 for the three months ended September 30,
2007.  The operating expenses were primarily attributable to
consulting fees which were $24,757  and professional fees of $ 6,891
and  salaries which were $18,750, rent which was $10,500, and general
and administrative fees which were $292 for the third 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.
   14
 
  Continued
–
 
 Revenue- During the nine months ended
September 30, 2008, we generated revenue of $7,500, all of  which is
attributable to royalty payments under the terms of our license agreement with
SYNORx.  During the same period of 2007, we had no
revenue.
 
 Our total operating expenses for the
nine months ended September 30, 2008 was $371,690 as compared to $43,135
for the nine months ended September 30, 2007.  The operating expenses
were primarily attributable to consulting fees which were $188,810 for the nine
months ended September 30, 2008, professional fees of $64,891, salaries which
were $56,250, general and administrative expenses which were $27,733, rent which
was $31,500 and advertising expenses which were $2,506 for the nine months ended
September 30, 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   General and administrative expenses included travel
expenses and the professional fees were comprised of legal and accounting
fees.  The salary expense 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 also represents accrued expense for
the rent of our office facility that we share with our licensee..
 
 Net loss
for the quarter ended September 30, 2008 and the nine months ended September 30,
2008 increased to $58,690 and $364,190, respectively  and were
primarily attributable to the minimal revenue and consulting fees
and professional fees  incurred and general and administrative
expenses incurred for both periods 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
nine months ended September 30, 2008, our cash used in operating activities was
$426,496.  Our cash at the end of the period was $365.
 
 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.  However, we do not anticipate purchasing such additional
equipment until such time as we have sufficient funds..
  Current and Future Financing
Needs
 
 We have
incurred an accumulated deficit of $615,360 through September 30, 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, and fees in connection with regulatory
compliance and corporate governance. At the present time we have minimal cash to
run our business and will need to raise money in the near future.  The
actual amount of funds we will need to operate is subject to many factors, some
of which are beyond our control.  If our sales for the next few months
do not increase, 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.
   15
  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 our Chief Financial Officer
who is our principal financial officer.  Based on this evaluation,
management 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.
 
 
 
 
 16
   Part
II.   OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 None.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
 
 None
 Item
3.  Defaults Upon Senior Securities
 
 None.
 
 Item
4.  Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
5.  Other Information
 
 None.
 
 Item
6.  Exhibits
 
 Regulation
                S-B
      Number
              Exhibit31.1
              Certification
      of the Chief Executive Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              Certification
      of the Chief Financial Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act
    
 17
 
    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:
      November 13, 2008
              IMMUNOBIOTICS,
      INC.
                (Registrant)By:
              /s/
      Thomas P. LaheyThomas
      P.Lahey
                Chairman
      and Chief Executive Officer
                (Principal
      Executive Officer)