UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

Commission File Number: 000-50678

PULMO BIOTECH INC.

(Exact name of registrant as specified in its charter)



|Delaware                                 | 20-5622985                          
|---------------------------------------- | ------------------------------------
|(State of incorporation)                 | (I.R.S. Employer Identification No.)
|                                         |                                     
|1035 Park Avenue, Suite 7B, New York NY  | 10028-0912                          
|(Address of principal executive offices) | (Zip Code)                          





|646-827-9362                                        
|----------------------------------------------------
|(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



|Large accelerated filer | [ ] | Accelerated filer         | [ ]  
|----------------------- | --- | ------------------------- | -----
|Non-accelerated filer   | [ ] | Smaller reporting company | [ X ]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

NOT APPLICABLE

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

February 23, 2009: Common- 52,621,574

February 23, 2009: Preferred-       0







PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be
filed with this 10-Q Quarterly Report were prepared by management, and commence
immediately below, together with Related Notes. In the opinion of management,
the Financial Statements fairly present the financial condition of the
Registrant.



|Pulmo BioTech Inc. and
      Subsidiary                          
|-----------------------------------------------------------------
|(A Development Stage Company)                                    
|Condensed Consolidated Balance Sheets                            
|                                                                 
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|                                                                 
|Assets                                                           
|                                                                 
|Current assets                                                   
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Total assets                                                     
|                                                                 
|                                                                 
|Liabilities and Stockholders' (Deficit)                          
|                                                                 
|Current Liabilities                                              
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Total current liabilities                                        
|                                                                 
|Stockholders' (deficit)                                          
|                                                                 
|Preferred stock, 2,500,000 shares authorized at                  
|$0.0001 par value, none issued or outstanding                    
|                                                                 
|Common stock, 250,000,000 shares authorized                      
|at $0.0001 par value, 52,621,574 and 52,622,574                  
|shares, respectively, issued and outstanding                     
|Additional paid-in capital                                       
|Unrealized foreign currency translation loss                     
|Deficit accumulated prior to the development stage               
|Deficit accumulated during development stage                     
|Treasury stock, at cost (1,000 shares of                         
|common stock)                                                    
|Total stockholders' (deficit)                                    
|                                                                 
|Total liabilities and stockholders' (deficit)                    
|                                                                 
|See accompanying notes to consolidated financial
      statements



|Pulmo BioTech Inc. and Subsidiary                                
|-----------------------------------------------------------------
|(A Development Stage Company)                                    
|Condensed Consolidated Statement of Operations                   
|(Unaudited)                                                      
|                                                                 
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|                                                                 
|                                                                 
|General and administrative expenses                              
|Research and development expense                                 
|Loss before income taxes                                         
|                                                                 
|Provision (credit) for income taxes                              
|                                                                 
|Net Loss                                                         
|                                                                 
|Basic and diluted net loss per common share                      
|                                                                 
|Weighted average common shares outstanding, basic and diluted    
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|General and administrative expenses                              
|Research and development expense                                 
|Loss before income taxes                                         
|                                                                 
|Provision (credit) for income taxes                              
|                                                                 
|Net Loss                                                         
|                                                                 
|Basic and diluted net loss per common share                      
|                                                                 
|Weighted average common shares outstanding, basic and diluted    
|                                                                 
|* Less than $0.01, per share                                     
|                                                                 
|                                                                 
|See accompanying notes to consolidated financial
      statements



|Pulmo BioTech Inc. and
      Subsidiary                          
|-----------------------------------------------------------------
|(A Development Stage Company)                                    
|Condensed Consolidated Statement of Cash Flows                   
|(Unaudited)                                                      
|                                                                 
|                                                                 
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|                                                                 
|                                                                 
|CASH FLOWS FROM OPERATING ACTIVITIES                             
|                                                                 
|Net loss                                                         
|                                                                 
|Adjustments to reconcile net loss to net cash used               
|in operating activities:                                         
|Shares issued for services rendered                              
|                                                                 
|                                                                 
|Tax credits receivable                                           
|Prepaid expenses                                                 
|Accounts payable and other current liabilities                   
|Net cash used in operating activities                            
|                                                                 
|CASH FLOWS FROM FINANCING ACTIVITIES                             
|                                                                 
|Proceeds from stock subscriptions                                
|Stock subscriptions refunded                                     
|Due to affiliate                                                 
|Loan payable-related party                                       
|Treasury stock                                                   
|Assumption of liabilities by stockholder                         
|Net cash provided by financing activities                        
|                                                                 
|Net increase (decrease) in cash                                  
|Cash acquired in merger                                          
|Unrealized foreign currency translation loss                     
|Cash and cash equivalents, beginning of period                   
|Cash and cash equivalents, end of period                         
|                                                                 
|SUPPLEMENTAL DISCLOSURES:                                        
|Income taxes paid                                                
|                                                                 
|See accompanying notes to consolidated financial
      statements



|Pulmo BioTech Inc. and Subsidiary                                                    
|-------------------------------------------------------------------------------------
|(A Development Stage Company)                                                        
|Condensed Consolidated Statements of Stockholders'
          Equity (Deficit)        
|For the period from Reactivation [March 26, 2001]
          through December 31, 2008
|                                                                                     
|                                                                                     
|                                                                                     
|Shares                                                                               
|                                                                                     
|March 26, 2001                                                                       
|Reverse split shares:                                                                
|April 2, 2001, 1 for 1,428 shares                                                    
|October 1, 2001, 1 for 10 shares                                                     
|Stock issued for expenses at $0.02 per share                                         
|Net loss                                                                             
|Balance at December 31, 2001                                                         
|Issued stock for expenses at $0.02 per share                                         
|Net loss                                                                             
|Balance at December 31, 2002                                                         
|Net loss                                                                             
|Balance at December 31, 2003                                                         
|Net loss                                                                             
|Balance at December 31,2004                                                          
|Net loss                                                                             
|Balance at December 31, 2005                                                         
|Assumption of liabilities by stockholder                                             
|Net loss                                                                             
|Balance at December 31, 2006                                                         
|Increase in additional paid-in capital due to stock
          subscription receivable
|Net loss                                                                             
|Balance at December 31, 2007                                                         
|Shares issued for acquisition of Lumen                                               
|Deficit of Lumen on acquisition                                                      
|Unrealized foreign currency translation loss                                         
|Net loss                                                                             
|Balance at March 31, 2008                                                            
|Treasury stock acquired at $2 per share                                              
|Unrealized foreign currency translation loss                                         
|Net loss, December 31, 2008 (Unaudited)                                              
|Balance at December 31, 2008 (Unaudited)                                             
|                                                                                     
|                                                                                     
|See accompanying notes to consolidated financial
          statements                



Pulmo BioTech Inc. and Subsidiary

(A
Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1 - ORGANIZATION

Pulmo BioTech Inc. (formerly Acorn Acquisition Corp.) (the
"Company") was incorporated under the laws of the state of Delaware on
July 20, 2006 by its then parent, Syntony Group, Inc. The Company was formed to
enable Syntony Group, Inc. to merge into the Company, thus effecting a
reincorporation in Delaware. In July 2005, the Company incorporated its wholly
owned subsidiary, Syntony Acquisition Corp. (the "Subsidiary"), under
the laws of the State of Nevada. The Subsidiary issued 1,000 shares at a par
value of $1.00. The Subsidiary was formed for the sole purpose of merging with
another company. The Company is in the development stage and is developing its
planned principal operations. Financing for the Company's activities to date has
been provided primarily by the issuance of stock and by advances from
stockholders and an affiliate. (Note 4)

On October 1, 2007, the Company entered into an Agreement and
Plan of Merger with Lumen Medical, Inc. ("Lumen"). The Merger
Agreement provided for a business combination whereby Lumen was merged with and
into the Company in accordance with the terms of the Merger Agreement, with the
Company continuing as the surviving corporation (the "Merger"). On
February 29, 2008, the transaction was completed. Pursuant to the Merger, the
stockholders of Lumen received in exchange for all of the outstanding shares of
Lumen an aggregate of 51,250,000 shares of common stock, $0.0001 par value per
share of the Company, the Company changed its name to Pulmo BioTech Inc. and
changed its trading symbol from ACAQ to PLMO.

The acquisition of Lumen has been recorded under the purchase
method of accounting. As both the Company and Lumen are under common ownership
the assets and liabilities of Lumen and its Canadian subsidiary, PulmoScience,
Inc., were recorded at their historical cost and the operations of Lumen are
reflected in the financial statements at their historical amounts. Each
outstanding share of Lumen received 3,125 shares of common stock of the Company.
At February 29, 2008, Lumen's liabilities exceeded its assets by $877,214. This
excess has been reflected as a reduction of additional paid in capital.

Lumen was incorporated on February 23, 2006 as a vehicle to
invest in North American businesses. On July 27, 2006, Lumen identified
PulmoScience, Inc. ("PulmoScience") as the subject for investment and
during 2006 increased its ownership of PulmoScience to 51% and in June 2008,
increased its ownership in PulmoScience to 61% (See Note 7). PulmoScience is a
development stage biotechnology company that is developing a noninvasive
Molecular Imaging for the diagnosis of Pulmonary Embolism, Pulmonary
Hypertension, and Lung Inflammatory diseases. This new diagnostic methodology is
called PulmoBind. PulmoBind uses an intravenously delivered radionucleide tagged
molecule which specifically bonds to the inner walls of the circulatory system
in the lungs, and by the use of an external Gamma Camera allows an image of the
integrity of the blood vessels throughout the lungs to be seen by a diagnostic
clinician.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include all the
accounts of the Company and its subsidiary. All material intercompany balances
and transactions have been eliminated.

The accompanying unaudited consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial statements and with the rules and
regulations of the Securities and Exchange Commission for Form 10-Q.
Accordingly, they do not include all information and notes required by
accounting principles generally accepted in the United States for complete
financial statement presentation. In the opinion of management all adjustments
(consisting of normal recurring accruals) considered necessary to present fairly
the financial position, results of operations and cash flows for the interim
periods have been included. These consolidated financial statements should be
read in conjunction with the consolidated financial statements of the Company
together with the Company's management discussion and analysis in the Company's
March 31, 2008 Form 10-K. Interim results are not necessarily indicative of the
results for a full year.

Fiscal Year Change

On May 13, 2008, the Board of Directors of the Company
approved a change in the Company's fiscal year end from December 31 to March 31,
effective March 31, 2008.

Research and Development Costs

Research and development costs are expensed as incurred.
Amounts in connection with Canadian government assistance programs, such as
investment tax credits for research and development costs, are reflected as
income tax credits when the costs are incurred, provided the Company is
reasonably certain that the credits will be received. The investment tax credits
for research and development costs must be examined and approved by the
applicable Canadian tax authorities prior to payment of the cost reimbursement.
It is possible that the amounts granted will differ from the amounts
received.

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 amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

New Accounting Pronouncements

Management does not believe that any recently issued, but not
yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying financial statements.

Foreign Currency Translation

Monetary assets and liabilities in foreign currency are
translated at the exchange rate in effect at the balance sheet date, whereas
other assets and liabilities are translated at the transaction date. Income and
expenses in foreign currency are translated at the exchange rate in effect at
the transaction date. Gains and losses are included in income. The financial
statements and transactions of PulmoScience were translated from their
functional Canadian currency into U.S. currency using the convenience
translation method whereby all Canadian amounts were converted into U.S. dollars
at the noon exchange rate quoted by the Bank of Canada as of the balance sheet
date.



NOTE 3 - GOING CONCERN

The financial statements have been prepared assuming the
Company will continue as a going concern. The Company has incurred losses from
inception, has a net working capital deficiency, and has had no operating
revenue sources through December 31, 2008. Financing the Company's activities to
date has primarily been the result of borrowing from a stockholder and others.The stockholder has stated that it will continue to
provide funding to the Company on an as needed basis during the coming 12 month
period if the Company is unable to raise debt or equity funds from financial
institutions or other accredited investors.

The Company's management is planning to seek additional
sources of debt or equity financing and cash flow through product development
and sales. There can be no assurance that management will be successful in its
efforts or at favorable terms.

These factors raise substantial doubt about the Company's
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue.



NOTE 4 - STOCKHOLDER LOAN RELATED PARTY PAYABLE

As of December 31, 2008, the Company and its subsidiary had
borrowed an aggregate of $1,523,671 from a significant stockholder. The loans
were non interest bearing and payable upon demand.

For the three and nine months ended December 31, 2008, the
Company incurred legal expense due to an officer of the Company for $0 and
$20,625, respectively.

For the three and nine months ended December 31, 2008, the
Company incurred consulting fees of $22,032 and $111,257, respectively, to a
Company controlled by an officer/ stockholder.

For the three and nine months ended December 31, 2008,
the Company incurred management fees of $0 and $18,000, respectively, to a
former stockholder.

For the nine months ended December 31, 2008, PulmoScience
incurred $28,306 in consulting fees to a company that provides software and
hardware solutions for commercial and medical events, owned by a director and
incurred $72,253 in consulting fees to a company owned by a director/officer. In
addition, for the nine months ended December 31, 2008, $214,697 was incurred in
research fees and $99,439 in consulting fees to MHI, a stockholder of
PulmoScience.



NOTE 5 - INCOME TAXES

Effective January 1, 2007, the Company adopted the provisions
of Financial Accounting Standards Board (FASB) Interpretation No. 48,
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in the Company's financial statements in
accordance with FASB Statement 109, "Accounting for Income Taxes", and
prescribes a recognition threshold and measurement process for financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition.

Management has evaluated and concluded that there are no significant
uncertain tax positions requiring recognition in the Company's consolidated
financial statements.

The Company's policy is to classify assessments, if any, for tax related
interest as interest expenses and tax related penalties as general and
administrative expenses.



NOTE 6 - FAIR VALUE MEASUREMENT

Effective January 1, 2008, the Company adopted both FAS 157
and FAS 159 without any effect.

Statement of Financial Accounting Standards (SFAS) No. 157,
"Fair Value Measurements", (SFAS 157) defines fair value, establishes
a framework for measuring fair value, and expands disclosures about fair value
measurements. SFAS 157 applies to other accounting pronouncements that require
the use of fair value measurements. A fair value measurement assumes that the
transaction to sell an asset or transfer a liability occurs in the principal
market for the asset or liability, or, in the absence of a principal market, the
most advantageous market for the asset or liability.



SFAS No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement
115", (SFAS 159) 159 permits an entity to elect to measure various
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. Unrealized gains and losses on
items for which the fair value option has been elected should be reported in
earnings at each subsequent reporting date.



NOTE 7 - MINORITY INTEREST

Innovacor Limited Partnership ("ILP") received
3,185,000 shares of PulmoScience in exchange for granting PulmoScience an
exclusive sublicense agreement. The fair value of the shares issued to ILP of
$676,854 was charged to operations as the acquisition, and write down of the
sublicense. On July 27, 2006, PulmoScience issued 1,715,000 of its common shares
to Dr. Jocelyn Dupuis (the originator of the PulmoBind Molecular Imaging
technology) for cash of $15 and $364,445 in services regarding research and
development costs for a total of $364,460 which represents the fair value of the
shares issued on that date. The excess of redemption amount over common shares
value of $31,239 was charged to operations at the time issued. These common
shares are subject to mandatory redemption upon the death of the stockholder and
are adjusted by changes in foreign currency translation.

Through June 17, 2008, PulmoScience was owned 51% by the
Company with the remainder of the equity shared between ILP and Dr. Jocelyn
Dupuis. The Company had an option to increase its stake in PulmoScience to 61%
with the payment of an additional $200,000 (Canadian). On June 17, 2008, the
Company exercised this option by the cancellation of its loan receivable from
PulmoScience in exchange for 2,564,102 shares of common stock of PulmoScience.

The Company also has an option to purchase the 39% remaining
minority interest in PulmoScience (the "39% Option") for $10,000,000
(Canadian) (the "39% Option Price"). The Company has the option to pay
the 39% Option Price in the form of its publicly traded shares having an
aggregate market value equal to the 39% Option Exercise Price based on the
weighted average price of the Company's publicly traded shares during the 30
days preceding the exercise of the 39% Option converted into Canadian Dollars at
the spot rate as published by the Bank of Nova Scotia on the last trading date
immediately preceding the exercise of the 39% Option.

As of December 31, 2008, losses incurred by PulmoScience
exceed the minority interest of the investment of $676,854 and no minority
interest has been recorded. Minority interest will be reinstated when the income
exceeds the unrecognized minority losses.



NOTE 8-TREASURY STOCK

In August, 2008 a former officer of the Company had sold his
1,000 shares of common stock for $2 per share to the Company. The Company has
recorded this acquisition of stock as Treasury stock.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations Forward-looking Statements

Statements made in this Quarterly Report which are not purely
historical are forward-looking statements with respect to the goals, plan
objectives, intentions, expectations, financial condition, results of
operations, future performance and business of the Company, including, without
limitation, (i) the Company's ability to raise capital, and (ii) statements
preceded by, followed by or that include the words "may",
"would", "could", "should", "expects",
"projects", "anticipates", "believes",
"estimates", "plans", "intends",
"targets" or similar expressions.

Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond the Company's
control) that could cause actual results to differ materially from those set
forth in the forward-looking statements, including the following, general
economic or industry conditions, nationally and/or in the communities in which
the Company may conduct business, changes in the interest rate environment,
legislation or regulatory requirements, conditions of the securities markets,
the Company's ability to raise capital, changes in accounting principles,
policies or guidelines, financial or political instability, acts of war or
terrorism, other economic, competitive, governmental, regulatory and technical
factors affecting the Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially
from expected results in these statements. Forward-looking statements speak only
as of the date they are made. The Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such statement.

Plan of Operation

Our plan of operation for the next twelve months after the
consummation in June 2008 of the exercise of our option increasing our ownership
of PulmoScience from 51% to 61% is to concentrate on advancing PulmoScience's
PulmoBind technology toward regulatory approval and commercialization.

We will be required to raise additional funds in the next 12
months in order to continue in existence. Since the Change in Ownership referred
to in Note D to the Notes to Consolidated Financial Statements included in our
Annual Report on Form 10-K for the year ended March 31, 2008, the funds required
have been provided by our principal stockholder, Tendall FZCO. While Tendall is
not obligated to continue providing funding to our Company, it has advised us
that it will continue to do so during the next 12 months until the Company is
able to raise debt or equity funds from financial institutions of accredited
investors.

Results of Operations

The Company had  no revenues for the nine months ended
December 31, 2008 and 2007, and the Company incurred net losses of ($636,344)
and ($183,981), respectively. General and administrative expense increased by
$221,011 for the nine months ended December 31, 2008 as compared to the 2007
period, primarily as a result of an increase in legal and accounting
expenses. Research and development expense was $255,901 for the nine months
ended December 31, 2008,  as compared to none in the 2007 period.

The Company has generated no profit since reactivation.
Cumulative losses total ($1,214,340) since the Company's reactivation on March
26, 2001. Primarily, these losses are the result of legal and accounting
expenses, in addition to research and development expense of $255,901.

Liquidity

At December 31, 2008, the Company had $16,616 in cash resources. While
the Company's cash resources at December 31, 2008 were not sufficient to pay the
Company's accounts payable and accrued expenses at that date or to provide for
the expected expenses of the Company during the next 12 months, Tendall FZCO has
confirmed to the Company that it will continue to provide funding to the Company
on an as needed basis during such 12 month period if the Company is unable to
raise debt or equity funds from financial institutions or other accredited
investors.

Off-balance sheet arrangements

We had no off -balance sheet arrangements as of December 31, 2008 or during
the quarter then ended.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have no market risk sensitive instruments.



Item 4T. Controls and Procedures.

Evaluation of Controls and Procedures

As of the end of the period covered by this Quarterly Report,
we carried out an evaluation, under the supervision and with the participation
of our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that information required to be disclosed is
recorded, processed, summarized and reported within the specified periods and is
accumulated and communicated to management, including our Chief Executive
Officer and our Chief Financial Officer, to allow for timely decisions regarding
required disclosure of material information required to be included in our
periodic Securities and Exchange Commission reports. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving their
objectives and our Chief Executive Officer and our Chief Financial Officer have
concluded that our disclosure controls and procedures are effective to a
reasonable assurance level of achieving such objectives. However, it should be
noted that the design of any system of controls 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, regardless of how remote. In addition, we reviewed our
internal controls over financial reporting, and there have been no changes in
our internal controls or in other factors in the last fiscal quarter that has
materially affected our internal controls over financial reporting.

Changes in Internal Control over Financial Reporting

We had no changes in our internal control over financial reporting during the
period covered by this Quarterly Report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item1A. Risk Factors.

Not Applicable

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

Except as set forth below in our previous filings with the
Securities and Exchange Commission, we have not sold any unregistered securities
during the last three years.

Use of Proceeds of Registered Securities

There were no proceeds received during the nine month period ending December
31, 2008, from the sale of registered securities of the Company because we did
not register under the Securities Act of 1933 the sale of any securities during
such period.

Purchases of Equity Securities by Us and Affiliated Purchasers

In August, 2008, we purchased 1,000 shares of Common Stock of the Company for
a price of $2 per share from a former officer. This acquisition was recorded as
treasury stock.

Item 3. Defaults upon Senior Securities.

None; not applicable.

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

None; not applicable.

Item 5. Other Information.





We have not established an Audit Committee, a Nominating
Committee or a Compensation Committee because, due to our lack of operations and
the fact that we only have only two directors, we believe that our Board of
Directors is able to effectively manage the issues normally considered by those
committees. If we do establish one or more of these committees, we will disclose
this change in a public filing.

Item 6. Exhibits

(a) Exhibits and index of Exhibits.

|Exhibit No. | Description                                                                                             
|----------- | --------------------------------------------------------------------------------------------------------
|31.1        | Certification of Chief Executive Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002
|31.2        | Certification of Chief Financial Officer Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002
|32.1        | Certification of Chief Executive and Chief Financial
      Officers Pursuant to 18 U.S.C. Section 1350  



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Quarterly Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|                        | PULMO BIOTECH INC.                                 
|----------------------- | ---------------------------------------------------
|Date: February 23, 2009 | By: /s/ Garry McCann                               
|                        | Garry McCann, President and Chief Executive Officer
|                        |                                                    
|Date: February 23, 2009 | By: /s/ Rajiv Garg                                 
|                        | Rajiv Garg, Chief Financial Officer                

Exhibit 31.1



I, Garry McCann, certify that:

1. I have reviewed this Quarterly Report of Pulmo BioTech
Inc. (the "Registrant") on Form 10-Q for the period
ended December 31, 2008, as filed with the Securities and Exchange Commission on
the date hereof (this "Report");

2. Based on my knowledge, this Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Report;

3. Based on my knowledge, the financial statements, and other
financial information included in this Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Report;

4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-1 5(e) and 15d- 15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:

> a.

b.

c.

d.

5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the audit committee of the
Registrant's board of directors (or persons performing the equivalent
functions):

> a.

b.

|Date: February  23, 2009 | By: /s/ Garry McCann                               
|------------------------ | ---------------------------------------------------
|                         | Garry McCann, President and Chief Executive Officer



Exhibit 31.2



I, Rajiv Garg, certify that:

1. I have reviewed this Quarterly Report of Pulmo BioTech
Inc. (the "Registrant") on Form 10-Q for the period
ended December 31, 2008, as filed with the Securities and Exchange Commission on
the date hereof (this "Report");

2. Based on my knowledge, this Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Report;

3. Based on my knowledge, the financial statements, and other
financial information included in this Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Report;

4. The Registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 1 3a-1 5(e) and 1 5d- 15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Registrant and have:

> a.

b.

c.

d.

5. The Registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant's auditors and the audit committee of the
Registrant's board of directors (or persons performing the equivalent
functions):

> a.

b.

|Date: February 23, 2009 | By: /s/ Rajiv Garg                 
|----------------------- | -----------------------------------
|                        | Rajiv Garg, Chief Financial Officer



Exhibit 32.1



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER PURSUANT TO 18 U.S.C. 1350,





I, Garry McCann, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the
Quarterly Report on Form 10-Q of Pulmo BioTech Inc. for the quarter ended
December 31, 2008, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Quarterly Report on Form 10-Q fairly presents, in all material respects,
the financial condition and results of operations of Pulmo BioTech Inc.



I, Rajiv Garg, certify, pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that the
Quarterly Report on Form 10-Q of Pulmo BioTech Inc. for the quarter ended
December 31, 2008, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Quarterly Report on Form 10-Q fairly presents, in all material respects,
the financial condition and results of operations of Pulmo BioTech Inc.



|Date: February 23, 2009 | By: /s/ Garry McCann                 
|----------------------- | -------------------------------------
|                        | Garry McCann                         
|                        | President and Chief Executive Officer
|                        |                                      
|Date: February 23, 2009 | By: /s/ Rajiv Garg                   
|                        | Rajiv Garg                           
|                        | Chief Financial Officer              





A signed original of this written statement required by
Section 906, or other document authenticating, acknowledging, or otherwise
adopting the signature that appears in typed form within the electronic version
of this written statement required by Section 906, has been provided to Pulmo
BioTech Inc. and will be retained by Pulmo BioTech Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.