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,
2009




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




For
      the transition period from _________ to
  ____________




Commission
File Number 333-139354


_____________________________________________________________





IMMUNOBIOTICS,
INC.


(Exact
name of registrant as specified in its charter)





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





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


(Address of principal
executive offices including zip code)





800-524-9172


(Registrant’s telephone number,
including area code)




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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every interactive data file required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).


Yes 
o No   ̈




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


Yes o    No x




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




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




Number of
shares outstanding of the issuer’s common stock as of the latest practicable
date: 15,460,000 shares of common stock, as of August 13,
2009





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












IMMUNOBIOTICS,
INC.





Index





PART I.
      FINANCIAL INFORMATION
                        
                        PageItem
      1.
                        
                        Financial
      Statements
                        
                        3Balance
      Sheets for the three months ended June 30, 2009 (unaudited)
      and  December 31, 2008 (audited)
                        
                        3Statement
      of Operations for the three and six months ended June 30, 2009 and 2008
      (unaudited) and for the period from April 1, 2004 to March
      31,2009
                        
                        4Cash
      Flows for the six months ended June 30, 2009 and 2008 (unaudited) and
      for the period from April 1, 2004 to June 30,2009
                        
                        5Notes
      to Condensed Financial Statements
                        
                        6Item
      2.
                        
                        Management’s
      Discussion and Analysis or Plan of Operation
                        
                        10Item
      4T.
                        
                        Controls
      and Procedures
                        
                        14PART
      II. OTHER INFORMATIONItem
      1.
                        
                        Legal
      Proceedings
                        
                        15Item
      2.
                        
                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                        
                        15Item
      3.
                        
                        Defaults
      Upon Senior Securities
                        
                        15Item
      4.
                        
                        Submission
      of Matters to a Vote of Security Holders
                        
                        15Item
      5.
                        
                        Other
      Information
                        
                        15Item
      6.
                        
                        Exhibits
                        
                        15









2









IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)BALANCE
      SHEETSJune
      30, 2009
                                      
                                      
                                      December
      31, 2008(Unaudited)
                                      
                                      
                                      (Audited)ASSETSCurrent
      Assets:Cash
                                      
                                      $
                                      15,463
                                      
                                      
                                      $
                                      4,870Total
      current assets
                                      
                                      
                                      15,463
                                      
                                      
                                      
                                      4,870Computer
      equipment, net
                                      
                                      
                                      4,592
                                      
                                      
                                      
                                      2,622Patent
                                      
                                      
                                      1,803
                                      
                                      
                                      
                                      1,803TOTAL
      ASSETS
                                      
                                      $
                                      21,858
                                      
                                      
                                      
                                      9,295LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                                      
                                      $
                                      87,816
                                      
                                      
                                      $
                                      48,793Accounts
      payable – related party
                                      
                                      
                                      124,875
                                      
                                      
                                      
                                      -Accrued
      salaries
                                      
                                      
                                      93,750
                                      
                                      
                                      
                                      56,250Deferred
      revenue
                                      
                                      
                                      24,900
                                      
                                      
                                      
                                      900Convertible
      notes
                                      
                                      
                                      82,500
                                      
                                      
                                      
                                      -Note
      payable
                                      
                                      
                                      7,000
                                      
                                      
                                      
                                      7,000TOTAL
      CURRENT LIABILITIES
                                      
                                      
                                      420,841
                                      
                                      
                                      
                                      112,943Commitments
      and contingenciesStockholders’
      Deficit:-
                                      
                                      
                                      
                                      -Common
      stock, no par value, 100,000,000 shares authorized, 15,460,000
      and
                                        15,460,000
      shares issued and outstanding respectively
                                      
                                      
                                      577,267
                                      
                                      
                                      
                                      577,267Accumulated
      deficit during the development stage
                                      
                                      
                                      (976,250
                                      )
                                      
                                      
                                      (680,915
                                      )TOTAL
      STOCKHOLDERS’ DEFICIT
                                      
                                      
                                      (398,983
                                      )
                                      
                                      
                                      (103,648
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                      
                                      $
                                      21,858
                                      
                                      
                                      $
                                      9,295




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




3








IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSThree
      Months Ended June 30,
                                                                                                            
                                                                                                            
                                                                                                            Six
      Months Ended June 30,
                                                                                                            
                                                                                                            
                                                                                                            For
      the Period From April 1, 2004 (Inception) to2009
                                                                                                            
                                                                                                            
                                                                                                            2008
                                                                                                            
                                                                                                            
                                                                                                            2009
                                                                                                            
                                                                                                            
                                                                                                            2008
                                                                                                            
                                                                                                            
                                                                                                            June
      30, 2009(Unaudited)
                                                                                                            
                                                                                                            
                                                                                                            (Unaudited)
                                                                                                            
                                                                                                            
                                                                                                            (Unaudited)
                                                                                                            
                                                                                                            
                                                                                                            (Unaudited)Revenue:Sale
      of products
                                                                                                            
                                                                                                            
                                                                                                            770
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            770
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            770Licensing
      Fees
                                                                                                            
                                                                                                            $
                                                                                                            2,500
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            2,500
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            5,000
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            5,000
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            17,500Total
      Revenue
                                                                                                            
                                                                                                            
                                                                                                            3,270
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,500
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            5,770
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            5,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            18,270Operating
      expenses:General
      and administrative
                                                                                                            
                                                                                                            
                                                                                                            75,102
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            1,995
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            76,323
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            27,441
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            131,271Rent
                                                                                                            
                                                                                                            
                                                                                                            10,894
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            10,500
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            21,394
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            21,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            63,394Professional
      fees
                                                                                                            
                                                                                                            
                                                                                                            45,659
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            34,807
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            50,863
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            58,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            299,507Salaries
                                                                                                            
                                                                                                            
                                                                                                            18,750
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            18,750
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            37,500
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            37,500
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            112,500Research
      and development
                                                                                                            
                                                                                                            
                                                                                                            31,975
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            31,975
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            78,850Advertising
                                                                                                            
                                                                                                            
                                                                                                            7,900
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            506
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            7,900
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,506
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            32,956Consulting
                                                                                                            
                                                                                                            
                                                                                                            73,063
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            24,292
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            73,063
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            164,053
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            273,955Total
      operating expenses
                                                                                                            
                                                                                                            
                                                                                                            263,343
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            90,850
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            299,018
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            310,500
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            992,433Net
      loss from operations
                                                                                                            
                                                                                                            
                                                                                                            (260,073)
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            (293,248)
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            (305,500)
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            (974,163)
                                                                                                            -Other
      expense:Interest
      expense
                                                                                                            
                                                                                                            
                                                                                                            1,742
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,087
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,087Net
      loss before provision for income taxes
                                                                                                            
                                                                                                            
                                                                                                            (261,815
                                                                                                            )
                                                                                                            
                                                                                                            
                                                                                                            (88,350)
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            (295,335
                                                                                                            )
                                                                                                            
                                                                                                            
                                                                                                            (305,500
                                                                                                            )
                                                                                                            
                                                                                                            
                                                                                                            (976,250)Benefit
      for income taxes
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            -Net
      loss
                                                                                                            
                                                                                                            $
                                                                                                            (261,815)
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            (88,350)
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            (295,335
                                                                                                            )
                                                                                                            
                                                                                                            $
                                                                                                            (305,500
                                                                                                            )
                                                                                                            
                                                                                                            $
                                                                                                            (976,250
                                                                                                            )Net
      loss per share - basic and diluted
                                                                                                            
                                                                                                            $
                                                                                                            (0.02)
                                                                                                            
                                                                                                            $
                                                                                                            (0.02)
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            (0.02
                                                                                                            )
                                                                                                            $
                                                                                                            (0.02)Weighted
      average number of shares outstanding during the period - basic and
      diluted
                                                                                                            
                                                                                                            
                                                                                                            15,460,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            15,460,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            15,460,000
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            15,438,022




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






4







IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFor
      The Six Months Ended June 30,
                                
                                
                                For
      the Period From April 1, 2004 (Inception) to2009
                                
                                
                                2008
                                
                                
                                June
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                
                                $
                                (295,335)
                                
                                
                                
                                (305,500)
                                
                                
                                $
                                (976,250)Adjustments
      to reconcile net loss to net cash used in
                                  operating
      activities:
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Common
      stock issued for services
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                60,000Depreciation
      expense
                                
                                
                                698
                                
                                
                                
                                -
                                
                                
                                
                                936Changes
      in operating assets and liabilities:Increase
      prepaid expenses
                                
                                
                                
                                
                                
                                
                                (41,819)
                                
                                
                                
                                24,900Increase
      in deferred revenue
                                
                                
                                24,000
                                
                                
                                
                                -Increase
      in accrued payroll
                                
                                
                                37,500
                                
                                
                                
                                (93,861)
                                
                                
                                
                                93,892Accounts
      payable and accrued expenses
                                
                                
                                39,023
                                
                                
                                
                                18,750
                                
                                
                                
                                87,674Accounts
      payable related
                                
                                
                                124,875
                                
                                
                                
                                -
                                
                                
                                
                                124,875Net
      cash used in operating activities
                                
                                
                                (69,239)
                                
                                
                                
                                (422,430)
                                
                                
                                
                                (583,973)CASH FLOWS USED IN INVESTING
      ACTIVITIES:Purchase
      of computer equipment
                                
                                
                                (2,668)
                                
                                
                                
                                
                                
                                
                                
                                (5,529)Net
      cash used in investing activities
                                
                                
                                (2,668)
                                
                                
                                
                                
                                
                                
                                
                                (5,529)CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from notes payable
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                7,000Proceeds
      from convertible notes payable
                                
                                
                                82,500
                                
                                
                                
                                -
                                
                                
                                
                                82,500Proceeds
      from capital contribution from related party
                                
                                
                                -
                                
                                
                                
                                26,861
                                
                                
                                
                                115,365Proceeds
      from issuance of common stock
                                
                                
                                
                                
                                
                                
                                400,000
                                
                                
                                
                                400,100Net
      cash provided by financing activities
                                
                                
                                82,500
                                
                                
                                
                                426,861
                                
                                
                                
                                604,965NET
      INCREASE (DECREASE) IN CASH
                                
                                
                                10,593
                                
                                
                                
                                4,431
                                
                                
                                
                                15,463CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                
                                
                                4,870
                                
                                
                                
                                -
                                
                                
                                
                                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                
                                $
                                15,463
                                
                                
                                
                                4,431
                                
                                
                                $
                                15,463Supplemental
      disclosure of non cash investing & financing
    activities:Cash
      paid for income taxes
                                
                                $
                                
                                
                                
                                
                                
                                
                                
                                $Cash
      paid for interest expense
                                
                                $
                                
                                
                                
                                
                                
                                
                                
                                $Issuance
      of stock for patent
                                
                                $
                                
                                
                                
                                
                                
                                
                                
                                $Issuance
      of common stock for services rendered
                                
                                $
                                
                                
                                
                                
                                
                                
                                
                                $




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






5







IMMUNOBIOTICS, INC.


(F/K/A
MULTINATIONAL MERGER CORPORATION)


(A
Development Stage Company)


NOTES TO
FINANCIAL STATEMENTS




June 30,
2009


(Unaudited)




NOTE 1 –
ORGANIZATION




Organization




ImmunoBiotics,
Inc. (the “Company”) was incorporated under the laws of the State of Florida on
April 1, 2004 under the name 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 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.





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 $398,983, working capital deficit of $405,378 and has incurred
operating losses since its inception. This raises substantial doubt about its
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company's ability to raise additional
capital and implement its business plan. The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.





Interim
Financial Statements




The
accompanying interim unaudited financial information has been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures are adequate
to make the information presented not misleading. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of the Company as of June 30, 2009 and the
related operating results and cash flows for the interim period presented have
been made. The results of operations of such interim period are not necessarily
indicative of the results of the full year.





NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement and the reported amounts of revenues and
expenses during the reporting period. Estimates that are critical to the
accompanying financial statements arise from the determination of the fair value
of the Company’s investment. Because such determination involves subjective
judgment, it is at least reasonably possible that the Company’s estimates could
change in the near term with respect to this matter.





Revenue
Recognition





Revenue
is recognized when earned. In consideration for the Non-exclusive Patent License
Agreement, Licensee shall manufacture and deliver to Licensor 5,000 bottles of
10 mg LutiMax tablets, bottled and labeled as directed by Licensor. Label copy
and labels will be provided by Licensor. In addition to the manufacture and
delivery of the 5,000 bottles of LutiMax 10 mg tablets, Licensee will pay a
royalty of 5% of net sales of products sold by Licensee that are covered by the
Patent for the first $500,000 in sales per year, 7.5% of net sales per year from
$500,000 to $1,000,000 in sales, and for net sales exceeding $1,000,000 per
year, Licensee will pay  10% of net sales. Licensee shall pay to Licensor annually a
minimum earned royalty of $10,000. 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, 2009 and 2008,
the Company recognized as revenue the minimum earned royalty of $2,500, $5,000,
$2,500, and $5,000, respectively.






6







Cash and
Cash Equivalents





The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.




Accounts
Receivable




The
Company is required to estimate the collectability of its accounts receivable.
The Company's reserve for doubtful accounts is estimated by management based on
a review of historic losses and the age of existing receivables from specific
customers.




Concentration
of Credit Risk




During
the three and six months ended June 30, 2009 and 2008, one customer accounted
for 76% , 86%, 100% and 100%, respectively of the Company's sales.





Net Loss
per Share





Basic and
diluted net losses per common share are presented in accordance with SFAS
No.128, Earning Per Share (SFAS No. 128), for all periods
presented.




Indefinite-lived
and Long-Lived Assets





The
Company accounts for long-lived assets under the SFAS Nos. 142 and 144
“Accounting for Goodwill and Other Intangible Assets” and “Accounting for
Impairment or Disposal of Long-Lived Assets” (SFAS No. 142 and
144).  In accordance with SFAS No. 142 and 144, long-lived assets,
goodwill and certain identifiable intangible assets held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, goodwill and intangible
assets, the recoverability test is performed using undiscounted net cash flows
related to the long-lived assets.





The
Company recognizes an impairment loss when the estimated fair value of the
indefinite-lived purchased intangible assets is less than the carrying value.
The Company currently carries $1,803 as an intangible asset associated with the
acquisition of a patent. The Company does not believe any impairment of this
asset has occurred as of June 30, 2009 and, therefore, has recorded no loss from
impairment in its statement of operations.





Reclassification





Certain
amounts in the prior period financial statements have been reclassified for
comparative purposes to conform to the presentation in the current year
financial statements.





NOTE 3 –
RECENT ACCOUNTING PRONOUNCEMENTS





In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.





In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.






7





In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Company is evaluating the
impact the adoption of SFAS 168 will have on its financial
statements.





NOTE 3 –
INTANGIBLE ASSETS





In May
2007, the Company transferred 8,794,042 shares of common stock in connection
with the purchase of US Patent number 6,774,142 entitled “Inhibition by
3-Deoxyflavonoids of T-Lymphocyte Activation and Therapies Related Thereto”
which protects the compounds and formulas that the products manufactured in
accordance with its licensing agreements are based upon as well as the use of
Luteolin in the prevention and treatment of many diseases.  This
patent was acquired from a related party.  The Company valued the
historical basis of the patent at $1,803.





On
September 1, 2007, the Company entered into a license agreement with SYNORx, a
related party company, whereby ImmunoBiotics, Inc. granted SYNORx Inc, a company
controlled by the majority shareholders in ImmunoBiotics, Inc., a non-exclusive
license to  research, develop, market, distribute and sell Luteolin and
related bioflavonoid-based products covered by ImmunoBiotics, Inc.’s patent
number 6,774,142.





NOTE 4 –
COMPUTER EQUIPMENT





The
Company purchased computer equipment. The Company is depreciating it over its
estimated useful life of 3 years. Depreciation expense for the three and six
months ended June 30, 2009 was $459 and $698, respectively.





NOTE 5 –
NOTE PAYABLE





On
November 24, 2008 the Company borrowed $7,000 pursuant to a note payable. The
note bears interest at a rate of 20% per annum.  Accrued interest
amounted to $836 as of June 30, 2009.




NOTE 6 –
CONVERTIBLE NOTES PAYABLE





During
the three months ended June 30, 2009 the Company borrowed a total of $82,500
pursuant to several convertible notes 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, 2009 amounted to $1,393. The notes are convertible at the
request of the holder at a fixed price of $1.00 per share of common
stock.





NOTE 7 –
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.






8







(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 8 –
RELATED PARTY TRANSACTIONS





On
September 1, 2007, the Company entered into a license agreement with
SYNORx,  a related party company, whereby ImmunoBiotics, Inc. granted
SYNORx Inc, a company controlled by the majority shareholders in ImmunoBiotics,
Inc., a non-exclusive license to  research, develop, market, distribute and
sell Luteolin and related bioflavonoid-based products covered by ImmunoBiotics,
Inc.’s patent.





In
January 2008, the Company entered into employment agreement with an individual
to serve as President and Chief Executive Officer.  The
agreement  provides that he will serve as our President and Chief
Executive Officer for an annual salary of $75,000 with annual increases in the
salary of at least 5% and an annual bonus equal to a percentage of net income
(as defined in the agreement).  In addition, the agreement also provides
medical benefits and a car allowance of $300 per month.  The agreement
also provides for life insurance in the amount of $2,000,000, with this
individual having the right to name the beneficiary for $1,000,000. The
agreement expires December 31, 2009 and is automatically renewed unless either
party notifies the other 90 days prior to expiration.  The Company has
recorded $112,500 of salary expense, of which $93,750 was accrued as of June 30,
2009.





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





NOTE 9
- SUBSEQUENT EVENTS





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





In July
2009 the Company borrowed a total of $10,000 pursuant to a convertible notes
payable. The note is due 365 days from the date of issuance and bears an
interest rate of 10% per annum. The note is convertible at the request of the
holder at a fixed price of $1.00 per share of common stock.











9







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




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




FORWARD-LOOKING
STATEMENTS




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





General





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





Overview





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





Since
inception, we have funded our operations from the sale of common stock, issuance
of notes and contributions from related parties.  We have had minimal
revenues from royalty payments and product sales.  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, direct sales of our
products and outside financing.  Our anticipated royalty payments to
be received and sales for the next few months are not expected to 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.






10




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




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




RESULTS
OF OPERATIONS





Results
of Operations




Three Months
Ended June 30, 2009 Compared to Three Months Ended June 30, 2008


Revenue-
During the quarter ended June 30, 2009 we generated revenue of
$3,270, which included payment of the minimum earned royalty of $2,500 and
$770 of revenue derived from the Company’s direct sale of
products.  During the same periods of 2008, we generated revenue of
$2,500 all of which was derived from the minimum earned royalty.





Expenses-
Our total operating expenses for the three months ended June 30, 2009 was
$263,343 as compared to $90,850 for the three months ended June 30,
2008.  The increase in operating expense was primarily related to an
increase in general and administrative expenses of $73,107 from $1995 for
the six months ended June 30, 2008 to $75,102 for the six months ended June 30,
2009, an increase in consulting fees of $48,771 from $24,292 for the six months
ended June 30, 2008 to $73,063 for the six months ended June 30, 2009, an
increase of $31,975 for research and development from 0 for the prior comparable
period to $31,975 for the six months ended June 30, 2009, an increase of $10,852
for professional fees from $34,807 for the six months ended June 30, 2008 to
$45,659 for the six months ended June 30, 2009  and lesser increases
in advertising and rent expense.  Salaries remained constant at
$18,750 during such three months period as compared with the prior year’s
comparable period. The operating expenses for the three months ended June 30,
2009 were primarily attributable to general and administrative expenses and
consulting fees. The general and administrative expenses consist primarily of
travel expenses of our Chief Executive Officer for his trips to China, where we
are conducting research and development activities. Included in the consulting
fees was $32,000 that was paid to an entity under the control of our Chief
Executive Officer for services rendered, $22,000 that was paid to the consultant
hired to aid in our public relations and fundraising activities, $13,125 that
was paid to Jerry Lindberg, our prior Chief Financial Officer for his
services.  The research and development fees were incurred for
research that was conducted in China. The professional fees primarily
consisted of accounting and other fees  incurred by us in connection
with our obligations as a reporting company under the Securities Exchange Act of
1934 for our required regulatory filings and on going corporate
governance.




Salary
expense and rent expense remained relatively constant for the three month period
ended June 30, 2008 as compared to June 30, 2009. The salary of $18,750
represents accrued salary for amounts which are owed to our Chairman and former
President and Chief Executive Officer pursuant to the terms of his employment
agreement. The rent expense of $10,894 also represents accrued expense for the
rent of our office facility that we share with our licensee.





Net loss
for the quarter ended June 30, 2009 increased $171,723 from $88,350 for the
quarter ended June 30, 2008 as compared to $260,073 for the period ended June
30, 2009.  The increase was primarily attributed to the increase in
general and administrative expenses and consulting fees and to a lesser extent
the increase in research and development, professional fees and
advertising.





Six
 Months Ended June 30, 2009 Compared to Six Months Ended June 30,
2008





Revenue-
During the six months ended June 30, 2009 we generated revenue of
$5,770 which included payment of the minimum earned royalty of $5,000 and
$770 of revenue derived from the Company’s direct sale of products. During the
same periods of 2008, we generated revenue of $5,000 all of which was derived
from the minimum earned royalty.






11





Expenses-
Our total operating expenses for the six months ended June 30, 2009 was $299,018
as compared to $310,500 for the six months ended June 30, 2008.  The
decrease in operating expense was primarily related to a decrease of $90,990 in
consulting expenses from $164,053 for the six months ended June 30, 2008 to
$73,063 for the six months ended June 30, 2009 offset by an increase of $48,882
in general and administrative expenses from $27,441 for the six months
ended June 30, 2008  to $76,323 for the six months ended June 30,
2009, an increase of $31,975 in research and development expenses from $0 for
the six months ended June 30, 2008 to $31,975 for the six months ended June 30,
2009 and an increase of $5,474 in advertising expenses from $2,506 for the six
months ended June 30, 2008 to $7,900 for the six months ended June 30, 2009.
Salaries remained constant at $37,500 during such six month period as compared
with the prior year’s comparable period. Professional fees and rent expenses
remained relatively constant, increasing slightly. The operating expenses for
the six months ended June 30, 2009 were primarily attributable to general and
administrative expenses and consulting fees. The general and administrative
expenses consisted mostly of travel expenses of our Chief Executive Officer for
his trips to China, where we are conducting research and development activities.
Included in the consulting fees was $32,000 that was paid to an entity under the
control of our Chief Executive Officer for services rendered, $22,000 that was
paid to the consultant hired to aid in our public relations and fundraising
activities, $13,125 that was paid to Jerry Lindberg, our prior Chief Financial
Officer for his services.  The research and development fees were
incurred for research that was conducted in China. The professional fees
primarily consisted of accounting and other fees incurred by us in
connection with our obligations as a reporting company under the Securities
Exchange Act of 1934 for our required regulatory filings and on going corporate
governance.





Salary
expense, professional fees and rent expense remained relatively constant for the
six month period ended June 30, 2008 as compared to June 30, 2009. The
salary of $37,500 represents accrued salary for amounts which are owed to our
Chairman and former President and Chief Executive Officer pursuant to the terms
of his employment agreement. The rent expense of $21,394 also represents accrued
expense for the rent of our office facility that we share with our
licensee.  The professional fees of $50,863 represent accounting and
other fees  incurred by us in connection with our obligations as a
reporting company under the Securities Exchange Act of 1934 for our required
regulatory filings and on going corporate governance.





Net loss
for the quarter ended June 30, 2009 decreased $12,252 from $305,500 for the six
months ended June 30, 2008 as compared to $293,248 for the six months ended June
30, 2009.  The decrease was primarily attributed to the decrease in
consulting fees offset by the increase in general and administrative expenses
and research and development and to a lesser extent advertising
expenses.





Liquidity
and Capital Resources





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




Our cash
used in operating activities was $69,239 as compared to $422,430 for the
comparable 2008 period.  The $69,239 was comprised of a net loss of
$295,335, $698 derived from adjustments for depreciation expense, and an
increase of $24,000 for deferred revenue, $37,500 for accrued payroll, $39,023
for accounts payable and accrued expenses and $124,875 for accounts payable
related party.





Investing
activities for the six month period ended June 30, 2009 used cash of $2,668
related to the purchase of a computer.





For the
six months ended June 30, 2009, we generated $82,500 from financing activities,
all of which was generated from the sale of our convertible notes. The notes
bear interest at the rate of 10% per annum and are convertible at the option of
the holder at the rate of one share for each $1 of principal.





Our cash
at the end of the period 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 have
also incurred research and development and advertising expenses in connection
with product development efforts. We anticipate that our principal expenses in
the next year will consist of professional fees and consulting fees as well as
research and development, advertising and marketing, and personnel required to
operate our business.




Accounts Receivable and
Accounts Payable




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




Capital
Expenditures




We expect
to purchase additional office furniture, equipment and computers during the next
12 months.  We have budgeted approximately $20,000 for capital
expenditures during this period.  However, no expenditures will be
made unless we are successful in raising a substantial amount of
capital.







12





Current and Future Financing
Needs





We have
incurred an accumulated deficit of $976,250 through June 30, 2009. We have
incurred negative cash flow from operations since we started our business. We
have spent, and expect to continue to spend, substantial amounts in connection
with implementing our business strategy, including our planned product
development efforts, our clinical trials, and fees in connection with regulatory
compliance and corporate governance. The actual amount of funds we will need to
operate is subject to many factors, some of which are beyond our
control.   Our anticipated sales for the next few months will not be
sufficient to meet our anticipated cash flow requirements for the next few
months or for us to implement our business plans.  Therefore, we need
to raise additional funds and are seeking additional financing.  We
will not be able to fully establish our business without such additional
financing.




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




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




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




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





Item 4T - Controls
and Procedures





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





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







13







Part
II.   OTHER INFORMATION





Item
1. Legal Proceedings





None.





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





During
the quarter ended June 30, 2009, we issued 10% convertible notes to 4
individuals. These notes were issued in reliance upon Section 4(2) of the
Securities Act of 1933.  The offering and sale of the notes qualified
for exemption under Section 4(2) of the Securities Act of 1933, as amended (“the
Act”), since the issuance by us did not involve a public offering. This offering
was done with no general solicitation or advertising by us.  All of
the investors were accredited investors, and all of the investors had an
opportunity to ask questions of our management.  The offering was not
a public offering as defined in Section 4(2) because the offer was made to an
insubstantial number of persons and because of the manner of the
offering.   In addition, these investors had the necessary
investment intent as required by Section 4(2) since they agreed to, and
received, notes stating they were restricted.  This restriction
ensures that these notes and the underlying shares will not be immediately
redistributed into the market and therefore not part of a public
offering.  Based on the 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 July
2009 the Company agreed to issue 150,000 shares of common stock for consulting
services to one individual. These shares were issued in reliance upon
Section 4(2) of the Securities Act of 1933.  The offering and sale of
the common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933, as amended (“the Act”), since the issuance by us did not involve a
public offering. This offering was done with no general solicitation or
advertising by us.  All of the investors were accredited investors,
and all of the investors had an opportunity to ask questions of our
management.  The offering was not a public offering as defined in
Section 4(2) because the offer was made to an insubstantial number of persons
and because of the manner of the offering.   In addition, these
investors had the necessary investment intent as required by Section 4(2) since
they agreed to, and received, share certificates bearing a legend stating that
such shares are restricted.  This restriction ensures that these
shares will not be immediately redistributed into the market and therefore not
part of a public offering.  Based on the 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 July
2009 the Company borrowed a total of $10,000 pursuant to a convertible notes
payable. The note is due 365 days from the date of issuance and bears an
interest rate of 10% per annum. The note is convertible at the request of the
holder at a fixed price of $1.00 per share of common stock. This note was
issued in reliance upon Section 4(2) of the Securities Act of
1933.  The offering and sale of the note qualifies for exemption under
Section 4(2) of the Securities Act of 1933, as amended (“the Act”), since the
issuance by us did not involve a public offering. This offering was done with no
general solicitation or advertising by us.  The investor is an
accredited investor, and had an opportunity to ask questions of our
management.  The offering was not a public offering as defined in
Section 4(2) because the offer was made to an insubstantial number of persons
and because of the manner of the offering.   In addition, the
investor had the necessary investment intent as required by Section 4(2) since
it agreed to, and received, notes stating they were restricted.  This
restriction ensures that these notes and the underlying shares will not be
immediately redistributed into the market and therefore not part of a public
offering.  Based on the 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





None.





Item
5.  Other Information





On August
10, 2009, due to health reasons, Jerry Lindberg resigned as our Chief Financial
Officer.  The Board has appointed our prior Chief Financial Officer,
Vithal J. Rajadhyaksha, as our Chief Financial Officer.




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










14









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:
      August 14, 2009
                IMMUNOBIOTICS,
      INC.
                  (Registrant)By:
                /s/
      Daniel SmithDaniel  Smith
                  President
      and Chief Executive Officer
                  (Principal
      Executive Officer)