UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
 _______________________________
 
 FORM
10 - Q
 _______________________________
 
 
 x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the quarterly period ended: September 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 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 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).                          YesoNo o
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      Accelerated Filer o
              Accelerated
      Filer o
              Non-Accelerated
      Filer o
              Smaller
      Reporting Company x
 
 Number of
shares outstanding of the issuer’s common stock as of the latest practicable
date: 15,460,000 shares of common stock, $.001 par value per share, as of
November 13, 2009.
 
 Transitional
Small Business Disclosure Format (Check one): Yes o    No x
 
  
 
 IMMUNOBIOTICS,
INC.
 
 Index
 
 
 PART I.
      FINANCIAL INFORMATION
              
              PageItem
      1.
              
              Financial
      StatementsBalance
      Sheets at September 30, 2009 (unaudited) and  December 31, 2008
      (audited)
              
              1Statement
      of Operations for the three and nine months ended September 30, 2009 and
      2008 (unaudited) and for the period from April 1, 2004 to September
      30,2009
              
              2Cash
      Flows for the nine months ended September 30, 2009 and 2008 (unaudited)
      and for the period from April 1, 2004 to September
      30, 2009
              
              3Notes
      to Condensed Financial Statements
              
              4Item
      2.
              
              Management’s
      Discussion and Analysis or Plan of Operation
              
              11Item
      4T.
              
              Controls
      and Procedures
              
              13PART
      II. OTHER INFORMATIONItem
      1.
              
              Legal
      Proceedings
              
              14Item
      2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              14Item
      3.
              
              Defaults
      Upon Senior Securities
              
              14Item
      4.
              
              Submission
      of Matters to a Vote of Security Holders
              
              14Item
      5.
              
              Other
      Information
              
              14Item
      6.
              
              Exhibits
              
              14
 
   i
  Item 1.  Financial
Statements
  IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)BALANCE
      SHEETSSeptember
      30, 2009
                
                
                December
      31, 2008(Unaudited)
                
                
                (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                91,127
                
                
                $
                4,870Accounts
      receivable
                
                
                -
                
                
                
                -Total
      current assets
                
                
                91,127
                
                
                
                4,870Furniture
      and fixtures, net
                
                
                4,132
                
                
                
                2,622Intangible
      asset
                
                
                1,803
                
                
                
                1,803TOTAL
      ASSETS
                
                $
                97,062
                
                
                
                9,295LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      Liabilities:Accounts
      payable and accrued liabilities
                
                $
                120,725
                
                
                $
                48,651Accounts
      payable - related party
                
                
                124,875
                
                
                
                -Accrued
      salaries
                
                
                112,500
                
                
                
                56,392Deferred
      revenue
                
                
                27,400
                
                
                
                900Convertible
      notes payable
                
                
                92,500
                
                
                
                -Convertible
      notes payable, net discount
                
                
                2,192
                
                
                
                -Note
      payable
                
                
                7,000
                
                
                
                7,000TOTAL
      CURRENT LIABILITIES
                
                
                487,192
                
                
                
                112,943Commitments
      and contingenciesStockholders’
      Deficit:Common
      stock, no par value, 100,000,000 shares authorized, 15,610,000 issued and
      outstanding and additional paid in capital respectively
                
                
                857,268
                
                
                
                577,267Deficit
      accumulated during the development stage
                
                
                (1,247,398
                )
                
                
                (680,915
                )TOTAL
      STOCKHOLDERS’ DEFICIT
                
                
                (390,130
                )
                
                
                (103,648
                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
                $
                97,062
                
                
                $
                9,295
 
 The
accompanying notes are an integral part of these financial
statements.
 1
  IMMUNOBIOTICS,
      INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSThree
      Months Ended September 30,
                
                
                Nine
      Months Ended September 30,
                
                
                For
      the Period From April 1, 2004
                  (Inception)
      to
                  September
      30,2009
                
                
                2008
                
                
                2009
                
                
                2008
                
                
                2009(Unaudited)
                
                
                (Unaudited)RevenuesSale
      of products
                
                
                -
                
                
                
                
                
                
                
                770
                
                
                
                -
                
                
                
                770Licensing
      fees
                
                $
                2,500
                
                
                
                2,500
                
                
                $
                7,500
                
                
                $
                7,500
                
                
                $
                20,0002,500
                
                
                
                2,500
                
                
                
                8,270
                
                
                
                7,500
                
                
                
                20,770Operating
      expenses:General
      and administrative
                
                
                5,717
                
                
                
                292
                
                
                
                82,038
                
                
                
                27,733
                
                
                
                136,987Rent
                
                
                7,394
                
                
                
                10,500
                
                
                
                28,788
                
                
                
                31,500
                
                
                
                70,788Professional
      fees
                
                
                22,772
                
                
                
                6,891
                
                
                
                73,635
                
                
                
                64,891
                
                
                
                322,279Salaries
                
                
                18,750
                
                
                
                18,750
                
                
                
                56,250
                
                
                
                56,250
                
                
                
                131,250Research
      and development
                
                
                -
                
                
                
                -
                
                
                
                31,975
                
                
                
                -
                
                
                
                78,850Advertising
                
                
                -
                
                
                
                -
                
                
                
                7,900
                
                
                
                2,506
                
                
                
                32,956Consulting
                
                
                214,000
                
                
                
                24,757
                
                
                
                287,063
                
                
                
                188,810
                
                
                
                487,955Total
      operating expenses
                
                
                268,633
                
                
                
                61,190
                
                
                
                567,649
                
                
                
                371,690
                
                
                
                1,261,065Net Loss From Operations
                
                
                (266,133)
                
                
                
                (58,690)
                
                
                
                (559,379)
                
                
                
                (364,190)
                
                
                
                (1,240,295)Other
      expense:Interest
      expense
                
                
                5,016
                
                
                
                -
                
                
                
                7,104
                
                
                
                -
                
                
                
                7,103Net
      loss before income taxes
                
                
                (271,149
                )
                
                
                (58,690
                )
                
                
                (566,483
                )
                
                
                (364,190
                )
                
                
                (1,247,398
                )Provision
      for (benefit from ) income taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      loss
                
                $
                (271,149
                )
                
                $
                (58,690
                )
                
                
                (566,483
                )
                
                $
                (364,190
                )
                
                $
                (1,247,398
                )Net
      loss per share - basic and diluted
                
                $
                (0.02
                )
                
                $
                (0.00
                )
                
                
                (0.04
                )
                
                $
                (0.02
                )Weighted
      average number of shares outstanding
                    during
      the period - basic and diluted
                
                
                15,566,667
                
                
                
                15,460,000
                
                
                
                15,495,556
                
                
                
                15,460,000
  The
accompanying notes are an integral part of these financial
statements.
  2
  IMMUNOBIOTICS, INC.(F/K/A
      MULTINATIONAL MERGER CORPORATION)(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFor
      The Nine Months Ended September 30,
                
                
                For
      the Period From April 1, 2004 (Inception) to2009
                
                
                2008
                
                
                September
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (566,483
                )
                
                $
                (364,190
                )
                
                $
                (1,247,398
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for services
                
                
                180,000
                
                
                
                -
                
                
                
                240,000Amortization
      of debt discount
                
                
                2,192
                
                
                
                
                
                
                
                2,192Depreciation
                
                
                1,157
                
                
                
                -
                
                
                
                1,395Changes
      in operating assets and liabilities:Prepaid
      expenses
                
                
                -
                
                
                
                (17,622
                )
                
                
                -Accounts
      payable and accrued liabilities
                
                
                72,076
                
                
                
                (82,184
                )
                
                
                120,727Accrued
      salaries
                
                
                56,108
                
                
                
                37,500
                
                
                
                112,500Deferred
      revenue
                
                
                26,500
                
                
                
                -
                
                
                
                27,400Accounts
      payable related party
                
                
                124,875
                
                
                
                -
                
                
                
                124,875Net
      cash used in operating activities
                
                
                (103,575
                )
                
                
                (426,496
                )
                
                
                (618,309
                )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
                
                
                192,500
                
                
                
                -
                
                
                
                192,500Proceeds
      from capital contribution from related party
                
                
                -
                
                
                
                26,861
                
                
                
                115,365Issuance
      of common stock
                
                
                -
                
                
                
                400,000
                
                
                
                400,100Net
      cash provided by financing activities
                
                
                192,500
                
                
                
                426,861
                
                
                
                714,965NET
      INCREASE IN CASH
                
                
                86,257
                
                
                
                365
                
                
                
                91,127CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                4,870
                
                
                
                -
                
                
                
                -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                91,127
                
                
                $
                365
                
                
                $
                91,127Supplemental disclosure of non cash investing
      & financing activities:Cash
      paid for income taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for interest expense
                
                $
                -
                
                
                $
                -
                
                
                $
                -Issuance
      of stock for patent
                
                $
                -
                
                
                $
                -
                
                
                $
                1,803Issuance
      of common stock for services rendered
                
                $
                180,000
                
                
                $
                -
                
                
                $
                60,000
  The
accompanying notes are an integral part of these financial
statements.
  3
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 NOTE 1 –
ORGANIZATION
      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 $390,130, working capital deficit of $396,065 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 September 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.
 
 
 
 4
 
  IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 
 
 NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement and the reported amounts of revenues and
expenses during the reporting period. Estimates that are critical to the
accompanying financial statements arise from the determination of the fair value
of the Company’s investment. Because such determination involves subjective
judgment, it is at least reasonably possible that the Company’s estimates could
change in the near term with respect to this matter.
 
 Revenue
Recognition
 
 Revenue
is recognized when earned. In consideration for the Non-exclusive Patent License
Agreement, Licensee shall manufacture and deliver to Licensor 5,000 bottles of
10 mg LutiMax tablets, bottled and labeled as directed by Licensor. Label copy
and labels will be provided by Licensor. In addition to the manufacture and
delivery of the 5,000 bottles of LutiMax 10 mg tablets, Licensee will pay a
royalty of 5% of net sales of products sold by Licensee that are covered by the
Patent for the first $500,000 in sales per year, 7.5% of net sales per year from
$500,000 to $1,000,000 in sales, and for net sales exceeding $1,000,000 per
year, Licensee will pay   10%
of net sales. Licensee shall pay to Licensor annually a minimum earned royalty
of $10,000. 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 nine months ended September 30, 2009 and 2008, the Company recognized
as revenue the minimum earned royalty of $2,500, $7,500, $2,500, and $7,500,
respectively.
 
 Cash and
Cash Equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
 
 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 nine months ended September 30, 2009 and 2008, one customer
accounted for 100%, 90%, 100% and 100%, respectively of the Company's
sales.
 
  
  
 5
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 
 
 Net Loss
per Share
 
 Basic and
diluted net losses per common share are presented in accordance with FASB new
codification of, Earning Per Share, for all periods presented.
 
 Indefinite-lived
and Long-Lived Assets
 
 The
Company accounts for long-lived assets under the FASB new codification of
“Accounting for Goodwill and Other Intangible Assets” and “Accounting for
Impairment or Disposal of Long-Lived Assets”. In accordance with FASB new
codification, 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 September 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 4 –
RECENT ACCOUNTING PRONOUNCEMENTS
 
 In August
2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10,
“Fair Value Measurements and Disclosures—Overall”. The update provides
clarification that in circumstances, in which a quoted price in an active market
for the identical liability is not available, a reporting entity is required to
measure fair value using one or more of the techniques provided for in this
update. The amendments in this ASU clarify that a reporting entity is not
required to include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of the liability and
also clarifies  that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the
identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The guidance provided in this ASU is effective for the first
reporting period, including interim periods, beginning after issuance. The
adoption of this standard did not have a material impact on the Company’s
(consolidated) financial position and results of operations.
 
 
 
 
 
 
 
 6
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 
 In
October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic
605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting
for multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue
Recognition-Multiple-Element Arrangements”, for separating consideration in
multiple-deliverable arrangements. This guidance establishes a selling price
hierarchy for determining the selling price of a deliverable, which is based on:
(a) vendor-specific objective evidence; (b) third-party evidence; or (c)
estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the
arrangement to all deliverables using the relative selling price method and also
requires expanded disclosures. The guidance in this update is effective
prospectively for revenue arrangements entered into or materially modified in
fiscal years beginning on or after June 15, 2010. Early adoption is permitted.
The adoption of this standard is not expected to have a material impact on the
Company’s financial position and results of operations.
 
 NOTE 5 –
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 6 – 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 nine
months ended September 30, 2009 was $459 and $1,157, respectively.
 
 NOTE 7 –
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 $1,189 as of September 30, 2009.
 
 NOTE 8 –
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 September 30, 2009 amounted to $3,473. The notes are convertible at
the request of the holder at a fixed price of $1.00 per share of common
stock.
 
  
 
 
 
 7
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 
 
 In July
2009 the Company borrowed a total of $10,000 pursuant to a convertible notes
payable. The note is due one year from the date of issuance and bears an
interest rate of 10% per annum. Accrued interest at September 30, 2009 amounted
to $216. The notes are convertible at the request of the holder at a fixed price
of $1.00 per share of common stock.
  
 September
      30, 2009Note
      Amount
              
              $
              100,000Discount
              
              
              (97,808)Net
              
              $
              2,192
 
 On
September 22, 2009, a third party loaned Company loaned the Company $100,000.
The loan bears a rate of interest of 8% per annum and is payable twelve months
from the date of issuance. The holder of the note has the right to convert the
note into common stock of the Company at a price of $1.00 per share of common
stock.  In addition the Company issued the warrants to purchase
200,000 shares of common stock with cash-less exercise price of $.05 per share
for eighteen months from the date of the note. The fair value of the warrants
was estimated on the grant date using the Black-Scholes option pricing model
with the following weighted average assumptions: expected dividend yield 0%,
volatility 110%, risk-free interest rate of 1%, and expected warrant life of 6
months. The fair value of the warrants on the date of issuance was $230,050. The
Company will amortize the value up to the principle of the note of $100,000 over
the term of the note.  As of September 30, 2009 the Company recorded
and accrued interest expense of $175 and amortization expense of $2,192 related
to the note.
 
 NOTE 10 –
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.
 
  
 
 8
 
 IMMUNOBIOTICS,
INC.
 (F/K/A
MULTINATIONAL MERGER CORPORATION)
 (A
Development Stage Company)
 NOTES TO
FINANCIAL STATEMENTS
 
 September
30, 2009
 (Unaudited)
 
 
 During
the year ended December 31, 2008, the Company’s President contributed $1,100
cash to the Company.
 
 During
the year ended December 31, 2008, a related party paid $25,760 on behalf of the
Company.
 
 (C)
Common stock issued for services
 
 During
the year ended December 31, 2007 the Company issued 60,000 shares of common
stock valued at $60,000 ($1.00 per share) for services. The Common stock was
valued at the most recent cash offering price of $1.00 per share.
  In July
2009 the Company agreed to issue 150,000 shares of common stock valued at
$180,000 for consulting services and cash of $500.
 
 (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 11 –
RELATED PARTY TRANSACTIONS
 
 On
September 1, 2007, the Company entered into a license agreement with
SYNORx,  a related party company, whereby ImmunoBiotics, Inc. granted
SYNORx Inc, a company controlled by the majority shareholders in ImmunoBiotics,
Inc., a non-exclusive license to  research, develop, market, distribute and
sell Luteolin and related bioflavonoid-based products covered by ImmunoBiotics,
Inc.’s patent.
 
 In
January 2008, the Company entered into employment agreement with Thomas Lahey,
to serve as President and Chief Executive Officer. The agreement provides that
he will serve as our President and Chief Executive Officer for an annual salary
of $75,000 with annual increases in the salary of at least 5% and an annual
bonus equal to a percentage of net income (as defined in the agreement). In
addition, the agreement also provides medical benefits and a car allowance of
$300 per month. The agreement also provides for life insurance in the amount of
$2,000,000, with this individual having the right to name the beneficiary for
$1,000,000. The agreement expires December 31, 2009 and is automatically renewed
unless either party notifies the other 90 days prior to expiration. The Company
has recorded $131,250 of salary expense, of which $112,500 was accrued as of
September 30, 2009.
 
 On May
14, 2009 Daniel Smith, a Company consultant since 2007, was appointment to the
position of President and Chief Executive Officer. The Company continues to
accrue a salary of $6,250 per month for the services being conducted by Mr.
Lahey in addition to monthly payments to Daniel Smith of $8,000 per month for
his services to the Company.
  During
the year ended December 31, 2008, related parties contributed $26,860 to the
Company.
 
 NOTE
12-SUBSEQUENT EVENT
 
 The
Company evaluated subsequent events through November 20, 2009, the date the
condensed financial statements were issued and concluded there are no material
subsequent events.
  
 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
our actual results, performance, or achievements 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 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, notes
and contributions from related parties.  To date, we have had minimal
revenues from royalty payments.  We still require funds to continue
our day to day operations  as well as to advertise the products made
by our licensee, further establish our distribution network and 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 funds raised from financings.  However,
we do not anticipate that our  royalty payments received and sales for
the next few months will meet our current expectations nor be sufficient to meet
our cash flow requirements for the next few months. Therefore, we will need to
raise additional capital from a financing in order to continue our
operations.  Furthermore, if our expenses exceed what we currently
anticipate, we will need funds in addition to those estimated 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 or continue
operations.
 
 
 10
 
 
 
 Critical
Accounting Policies –
 
 Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
 
 Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would effect our consolidated results of operations,
financial position or liquidity for the periods presented in this
report.
 
 RESULTS
OF OPERATIONS
 
 Results
of Operations
 
 Three Months
Ended September 30, 2009 Compared to Three Months Ended September 30,
2008
 
 Revenue-
During the quarter ended September 30, 2009 we generated revenue of $2,500, all
of which is attributable to royalty payments under the terms of our license
agreement with SYNORx.  During the same period of 2008, we had
generated the same revenue, all of which was attributed to royalty payments
under the terms of the license agreement.
 
 Expenses-
Our total operating expenses for the three months ended September 30, 2009 was
$268,633 as compared to $61,190 for the three months ended September 30,
2008.  The operating expenses were primarily attributable to
consulting fees which were $214,000, professional fees of $
22,722,  salaries which were $18,750, rent which was $7,394, and
general and administrative fees which were $5,717 for the third quarter of
2009.  The consulting fees primarily result from issuance of stock to
consultants as payment for rendering services.
 Nine
 Months Ended September 30, 2009 Compared to Nine Months Ended September
30, 2008
 
 Revenue-
During the nine months ended September 30, 2009, we generated revenue of $8,270,
$7,500 of which is attributable to royalty payments under the terms of our
license agreement with SYNORx and $770 of which is attributed to direct product
sales.  During the same period in 2008, we had $7,500 of revenue, all
of which was attributable to royalty payments.
 
 Our total
operating expenses for the nine months ended September 30, 2009 was $567,649 as
compared to $371,690 for the nine months ended September 30,
2008.  The operating expenses were primarily attributable to
consulting fees which were $287,063 for the nine months ended September 30,
2009, professional fees of $73,635, salaries which were $56,250, general and
administrative expenses which were $82,038, rent which was $28,788, research and
development expenses which were $31,975 and advertising expenses which were
$7,900 for the nine months ended September 30, 2009.
 
 The
consulting fees primarily result from fees incurred by us in connection with our
obligations as a reporting company under the Securities Exchange Act of 1934 for
our required regulatory filings and on going corporate
governance   General and administrative expenses included travel
expenses and the professional fees were comprised of legal and accounting
fees.  The salary expense represents accrued salary for amounts which
are owed to our Chief Operating Officer pursuant to the terms of his employment
agreement. The rent expense also represents accrued expense for the rent of our
office facility that we share with our licensee..
 
 Net loss
for the quarter ended September 30, 2009 and the nine months ended September 30,
2009 increased to $271,149 and $566,483, respectively  and were
primarily attributable to the minimal revenue and consulting fees
and professional fees  incurred and general and administrative
expenses incurred for both periods and to a lesser extent the other expenses
previously mentioned offset by a slight decrease in rent
expense.
 
 
 11
 
 
 Continued:
 
 Liquidity
and Capital Resources
 
 To date,
we have generated minimal revenue from our nutraceutical
business.
 
 Our cash
used in operating activities was $103,575 as compared to $426,496 for the
comparable 2008 period. The $103,575 was comprised of a net loss of $566,483,
$180,000 for common stock issuances for services, $1,157 derived from
adjustments for depreciation expense, $2,192 of amortization of debt discount
and an increase of $26,500 for deferred revenue, $56,108 for accrued payroll,
$72,076 for accounts payable and accrued expenses and $124,875 for accounts
payable related party.
 
 Investing
activities for the nine month period ended September 30, 2009 used cash of
$2,668 related to the purchase of a computer.
 
 For the
nine months ended September 30, 2009, we generated $192,500 from financing
activities, all of which was generated from the sale of our convertible notes.
The notes generally bear interest at the rate of between 8% and 10% per annum
and are convertible at the option of the holder at the rate of one share for
each $1 of principal.
 
 Expenses
 
 To date,
our expenses have consisted primarily of research and development, consulting
fees, salaries, general and administrative expenses and professional fees. We
anticipate that our principal expenses in the next year will consist of
professional fees and consulting fees as well as advertising and marketing, and
personnel required to operate our business.
 
 Accounts Receivable and
Accounts Payable
 
 We do not
anticipate that we will have any significant level of accounts receivable in
connection with the operation of our business.  We will require each
customer to pay us via credit card or cash equivalent prior to the time that any
product is shipped to the customer.  Additionally, we do not
anticipate that we will have a significant level of accounts payable, because
most of the vendors that our licensee derives products from will not have a
direct relationship with us but we anticipate that they will require our
licensee to pay them before products are shipped
 
 Capital
Expenditures
 
 We expect
to purchase additional office furniture, equipment and computers during the next
12 months.  However, we do not anticipate purchasing such additional
equipment until such time as we have sufficient funds.
 
 Current and Future Financing
Needs
 
 We have
incurred an accumulated deficit of $1,247,398 through September 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, and fees in connection with
regulatory compliance and corporate governance. At the present time we have
minimal cash to run our business and will need to raise money in the near
future. The actual amount of funds we will need to operate is subject to many
factors, some of which are beyond our control. Certain of our notes matured in
October 2009 and others will mature in December 2010. We do not currently have
nor do we anticipate that our revenue derived from sales and royalty payments in
the next few months will increase enough to be sufficient to pay the amounts due
under our outstanding notes or meet our cash flow requirements for the next few
months. Therefore, we will need to raise additional capital from a financing,
whether through a stock offering or otherwise, in order to continue our
operations. Furthermore, if our expenses exceed our anticipations, we will need
funds in addition to those estimated to implement our business plan. If we do
not have adequate working capital we will not be able to fully establish our
business or continue operations.
  Our
continued operations in the long term will depend on whether we are able to
raise additional funds through various potential sources, such as equity and
debt financing. Such additional funds may not become available on acceptable
terms and there can be no assurance that any additional funding that we do
obtain will be sufficient to meet our needs in the long term. We will continue
to fund operations from cash on hand and through the similar sources of capital
previously described. We can give no assurances that any additional capital that
we are able to obtain will be sufficient to meet our needs.
 
 Other
factors that may impact our financing needs include the following:
 
 
 12
 
 
 •
              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 will need to obtain additional funds in the next couple of months
which may be  in greater amounts than we currently anticipate.
Potential sources of financing include strategic relationships, public or
private sales of our shares or debt and other sources. We may seek to access the
public or private equity markets when conditions are favorable due to our
long-term capital requirements. We do not have any committed sources of
financing at this time, and it is uncertain whether additional funding will be
available when we need it on terms that will be acceptable to us, or at all. If
we raise funds by selling additional shares of common stock or other securities
convertible into common stock, the ownership interest of our existing
stockholders will be diluted. If we are not able to obtain financing when
needed, we may be unable to carry out our business plan. As a result, we may
have to significantly limit our operations and our business, financial condition
and results of operations would be materially harmed.
 
 Item
4T - Controls and Procedures
 
 As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our Chief Executive
Officer, who is our principal executive officer and our Chief Financial Officer
who is our principal financial officer.  Based on this evaluation,
management has concluded that the design and operation of our
disclosure controls and procedures are effective. There were no changes in our
internal control over financial reporting or in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file under the Exchange Act is accumulated and communicated
to our management, including principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating our controls and procedures, our
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of disclosure controls and procedures are
met.  Additionally, in designing disclosure controls and procedures,
our management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and
procedures.  The design of any disclosure controls and procedures also
is based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions.
 
 
 13
 
 Part
II.   OTHER INFORMATION
 
 Item
1. Legal Proceedings
 
 None.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
 
 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.  The  investor was 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,
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.
 
 On
September 22, 2009, the Company borrowed $100,000 pursuant to a convertible note
and a warrant to purchase 200,000 shares of common stock issued to one
investor.  The note is due 12 months from the date of issuance and
bears an interest rate of 8% 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 and warrant were issued in reliance upon Section 4(2) of the Securities Act
of 1933.  The offering and sale of the note and warrant qualify 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, a note and warrant stating they were
restricted.  This restriction ensures that the note and
warrant  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
 
 None.
 
 Item
6.  Exhibits
 
 Regulation
                S-B
      Number
              Exhibit31.1
              Certification
      of the Chief Executive Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
              Certification
      of the Chief Financial Officer, Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act32.2
              Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act
 
 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:
      November 20, 2009
              IMMUNOBIOTICS,
      INC.
                (Registrant)By:
              /s/
      Daniel SmithDaniel
      Smith
                Chief
      Executive Officer
                (Principal
      Executive Officer)
 
    
  15