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 June 30, 2009

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.
Yes X.No  .

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 (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes X.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. See definitions of "large accelerated filer,",
"accelerated filer," and "smaller reporting company" in
Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer .
      Accelerated filer  .
      Non-accelerated filer .
        (Do not check if a smaller reporting company)
      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  ..No  X

Number of shares of Common Stock, $.0001 par value, outstanding at
August 12, 2009: 52,621,574.





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



|                                                                                                                                     |                                                                  |             |             |             |             | June 30, 2009 |           | March 31, 2009
|------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------- | ----------- | ----------- | ----------- | ----------- | ------------- | --------- | --------------
|                                                                                                                                     |                                                                  |             |             |             |             | (Unaudited)   |           | (Audited)     
|Assets                                                                                                                               |                                                                  |             |             |             |             |               |           |               
|Current
      assets                                                                                                                 |                                                                  |             |             |             |             |               |          
|                                                                                                                                     | Cash and cash equivalents                                        |             |             | $ 26,561    |             | $ 49,549     
|                                                                                                                                     | Sales tax refund receivable                                      |             |             | 11,358      |             | 7,755        
|                                                                                                                                     | Research and development tax credit receivable                   |             | 27,696      |             | 44,107     
|                                                                                                                                     | Prepaid expenses                                                 |             |             |             | 992         |               | -        
|Total
      assets                                                                                                                   |                                                                  |             |             |             | $ 66,607    |               | $ 101,411
|                                                                                                                                     |                                                                  |             |             |             |             |               |           |               
|Liabilities
      and Stockholders' Deficit                                                                                          |                                                                  |             |             |             |            
|Current
      Liabilities                                                                                                            |                                                                  |             |             |             |             |               |          
|                                                                                                                                     | Loan payable - related parties                                   |             |             | $ 1,633,671 |             | $ 1,563,671  
|                                                                                                                                     | Accounts payable and accrued expenses                            |             | 241,907     |             | 233,540    
|                                                                                                                                     | Common stock of subsidiary subject to
      mandatory redemption |             | 394,832     |             | 365,271    
|                                                                                                                                     |                                                                  |             |             |             |             |               |           |               
|Total
      liabilities                                                                                                              |                                                                  |             |             |             | 2,270,410   |               | 2,162,482
|                                                                                                                                     |                                                                  |             |             |             |             |               |           |               
|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, 52,622,574
      shares issued and outstanding, respectively |                                                                  | 5,262       |             | 5,262      
|Additional
      paid-in capital                                                                                                     |                                                                  |             |             | 86,929      |             | 86,929       
|Unrealized
      foreign currency translation loss                                                                                   |                                                                  | (54,093)    |             | (25,768)   
|Deficit
      accumulated prior to the development stage                                                                             |                                                                  | (751,491)   |             | (751,491)  
|Deficit
      accumulated during development stage                                                                                   |                                                                  | (1,289,474) |             | (1,193,867)
|Treasury
      stock, at cost, 1,000 shares, respectively                                                                            |                                                                  | (2,000)     |             | (2,000)    
|Total
      majority interest shareholders' deficit                                                                                  |                                                                  |             | (2,004,867) |             | (1,880,935)
|Noncontrolling
      deficit                                                                                                         |                                                                  |             |             | (198,936)   |             | (180,136)    
|Total
      stockholders' deficit                                                                                                    |                                                                  |             |             | (2,203,803) |             | (2,061,071)  
|                                                                                                                                     |                                                                  |             |             |             |             |               |           |               
|Total
      liabilities and stockholders' deficit                                                                                    |                                                                  |             | $ 66,607    |             | $ 101,411  
|                                                                                                                                     |                                                                  |             |             |             |             |               |           |               
|See
      accompanying notes to unaudited condensed consolidated financial
      statements                                         



Pulmo BioTech Inc. and
Subsidiary

(A Development Stage
Company)

Condensed Consolidated
Statement of Operations

(Unaudited)



|                                                                                      | For the Three Months Ended |  | For the Period From
      Reactivation (March 26, 2001) Through
|------------------------------------------------------------------------------------- | -------------------------- |  | ---------------------------------------------------------------
|                                                                                      | June 30, 2009              |  | June 30, 2008                                                  
|                                                                                      |                            |  |                                                                
|                                                                                      |                            |  |                                                                
|General and administrative expenses                                                   | $
      81,104             |  | $
      206,829                                                
|                                                                                      |                            |  |                                                                
|Research and development expenses                                                     | 35,034                     |  | 127,364                                                        
|                                                                                      |                            |  |                                                                
|Loss before income taxes                                                              | 116,138                    |  | 334,193                                                        
|                                                                                      |                            |  |                                                                
|Benefit for income taxes                                                              | (1,731)                    |  | (9,900)                                                        
|                                                                                      |                            |  |                                                                
|Net Loss                                                                              | 114,407                    |  | 324,293                                                        
|                                                                                      |                            |  |                                                                
|Net loss attributable to noncontrolling interest                                      | (18,800)                   |  | (93,904)                                                       
|                                                                                      |                            |  |                                                                
|Net loss attributable to Pulmo
      BioTech, Inc.                                    | $
      (95,607)           |  | $
      (230,389)                                              
|                                                                                      |                            |  |                                                                
|Basic and diluted net loss per common share                                           | *                          |  | ($0.00)                                                        
|                                                                                      |                            |  |                                                                
|Weighted average common shares
      outstanding, basic and diluted                   | 52,621,574                 |  | 52,622,574                                                     
|                                                                                      |                            |  |                                                                
|* less than $0.01 per share                                                           |                            |  |                                                                
|                                                                                      |                            |  |                                                                
|See accompanying notes to unaudited condensed
      consolidated financial statements





Pulmo
BioTech Inc. and Subsidiary

(A
Development Stage Company)

Condensed
Consolidated Statement of Cash Flows

(Unaudited)



|                                                                                      |                                    |          |          |                  | For the Three Months Ended |                   | For the Period From
      Reactivation (March 26, 2001) Through
|------------------------------------------------------------------------------------- | ---------------------------------- | -------- | -------- | ---------------- | -------------------------- | ----------------- | ---------------------------------------------------------------
|                                                                                      |                                    |          |          |                  | June 30, 2009              |                   | June 30, 2008                                                  
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|CASH FLOWS FROM OPERATING ACTIVITIES                                                  |                                    |          |          |                  |                           
|Net loss                                                                              |                                    |          |          | $
      (95,607) |                            | $
      (230,389) |                                                                
|Adjustments to reconcile net loss to net cash used                                    |                                    |          |          |                  |                           
|in operating activities:                                                              |                                    |          |          |                  |                            |                   |                                                                
|Shares issued for services rendered                                                   |                                    | -        |          | -                |                            | 26,000           
|Net loss attributable to noncontrolling interest                                      |                                    | (18,800) |          | (93,904)         |                            | (198,936)        
|                                                                                      | Changes in assets and liabilities: |          |          |                  |                            |                   |                                                                
|Tax credits receivable                                                                |                                    |          | 17,005   |                  | (15,763)                   |                   | 249,933                                                        
|Prepaid expenses                                                                      |                                    |          |          | (992)            |                            | 409               |                                                                
|Accounts payable and accrued expenses                                                 |                                    | 1,950    |          | 109,396          |                            | 87,947           
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|Net cash used in operating activities                                                 |                                    | (96,444) |          | (230,251)        |                            | (1,123,538)      
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|CASH FLOWS FROM FINANCING ACTIVITIES                                                  |                                    |          |          |                  |                           
|Proceeds from stock subscriptions                                                     |                                    | -        |          | -                |                            | 1,000,000        
|Stock subscriptions refunded                                                          |                                    |          | -        |                  | -                          |                   | (900,000)                                                      
|Due to affiliate                                                                      |                                    |          |          | -                |                            | -                 |                                                                
|Loan payable-related party                                                            |                                    |          | 70,000   |                  | (45,619)                   |                   | 466,186                                                        
|Purchase of treasury stock                                                            |                                    |          | -        |                  | -                          |                   | (2,000)                                                        
|Assumption of liabilities by stockholder                                              |                                    | -        |          | -                |                            | 93,914           
|Net cash provided by (used in) financing activities                                   | 70,000                             |          | (45,619) |                  | 741,639                   
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|Net increase (decrease) in cash                                                       |                                    | (26,444) |          | (275,870)        |                            | (381,899)        
|Cash acquired in merger                                                               |                                    |          | -        |                  | -                          |                   | 462,553                                                        
|Unrealized foreign currency translation loss                                          | 3,456                              |          | (1,061)  |                  | (54,093)                  
|Cash and cash equivalents, beginning of period                                        | 49,549                             |          | 328,532  |                  | -                         
|Cash and cash equivalents, end of period                                              |                                    | $ 26,561 |          | $ 51,601         |                            | $ 26,561         
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|SUPPLEMENTAL DISCLOSURES:                                                             |                                    |          |          |                  |                            |                  
|Income taxes paid                                                                     |                                    |          | $ -      |                  | $ -                        |                   | $ 1,255                                                        
|                                                                                      |                                    |          |          |                  |                            |                   |                                                                
|See accompanying notes to unaudited condensed
      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 June 30, 2009



|                                                          | TotalDeficit |  | CommonStockShares | Amount        |  | AdditionalPaid-inCapital |  | DeficitAccumulatedPrior to andDuringDevelopmentStage |  | Unrealized
      Translation
      Gain
      (Loss) |  | Treasury
      Stock |          | Non-controllingInterest
|--------------------------------------------------------- | ------------ |  | ----------------- | ------------- |  | ------------------------ |  | ---------------------------------------------------- |  | ---------------------------------------------------- |  | -------------------- | -------- | -----------------------
|Shares                                                    | Amount      
|                                                          |              |  |                   |               |  |                          |  |                                                      |  |                                                      |  |                      |          |                        
|March
      26, 2001                                      | ($2,000)     |  | 142,800,000       | $14,280       |  | $735,211                 |  | ($751,491)                                           |  | -                                                    |  | -                    | -        |                        
|Reverse
      split shares:                               |              |  |                   |               |  |                          |  |                                                      |  |                                                      |  |                      |          |                        
|April
      2, 2001, 1 for 1,428 shares                   | -            |  | (142,326,538)     | (14,233)      |  | 14,233                   |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|October
      1, 2001, 1 for 10 shares                    | -            |  | (425,888)         | (43.00)       |  | 43                       |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|Stock
      issued for expenses at $0.02 per share        | 18,000       |  | 925,000           | 93            |  | 17,907                   |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (18,100)     |  | -                 | -             |  | -                        |  | (18,100)                                             |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2001                        | (2,100)      |  | 972,574           | 97            |  | 767,394                  |  | (769,591)                                            |  | -                                                    |  | -                    | -        |                        
|Issued
      stock for expenses at $0.02 per share        | 8,000        |  | 400,000           | 40            |  | 7,960                    |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (9,205)      |  | -                 | -             |  | -                        |  | (9,205)                                              |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2002                        | (3,305)      |  | 1,372,574         | 137           |  | 775,354                  |  | (778,796)                                            |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (14,695)     |  | -                 | -             |  | -                        |  | (14,695)                                             |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2003                        | (18,000)     |  | 1,372,574         | 137           |  | 775,354                  |  | (793,491)                                            |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (24,150)     |  | -                 | -             |  | -                        |  | (24,150)                                             |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31,2004                         | (42,150)     |  | 1,372,574         | 137           |  | 775,354                  |  | (817,641)                                            |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (20,564)     |  | -                 | -             |  | -                        |  | (20,564)                                             |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2005                        | (62,714)     |  | 1372574           | 137           |  | 775354                   |  | (838,205)                                            |  | -                                                    |  | -                    | -        |                        
|Assumption
      of liabilities by stockholder            | 93,914       |  | -                 | -             |  | 93,914                   |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (168,778)    |  | -                 | -             |  | -                        |  | (168,778)                                            |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2006                        | (137,578)    |  | 1,372,574         | 137           |  | 869,268                  |  | (1,006,983)                                          |  | -                                                    |  | -                    | -        |                        
|Increase
      in additional paid-in capital due to stock |              |  |                   |               |  |                          |  |                                                      |  |                                                      |  |                      |          |                        
|subscription
      receivable                             | 100,000      |  | -                 | -             |  | 100,000                  |  | -                                                    |  | -                                                    |  | -                    | -        |                        
|Net
      loss                                            | (221,217)    |  | -                 | -             |  | -                        |  | (221,217)                                            |  | -                                                    |  | -                    | -        |                        
|Balance
      at December 31, 2007                        | (258,795)    |  | 1,372,574         | 137           |  | 969,268                  |  | (1,228,200)                                          |  | -                                                    |  | -                    | -        |                        
|Shares
      issued for acquisition of Lumen              | (877,214)    |  | 51,250,000        | 5,125         |  | 641,752                  |  | (1,524,091)                                          |  | -                                                    |  | -                    | -        |                        
|Deficit
      of Lumen on acquisition                     | -            |  | -                 | -             |  | (1,524,091)              |  | 1,524,091                                            |  | -                                                    |  | -                    | -        |                        
|Unrealized
      foreign currency translation loss        | (12,750)     |  | -                 | -             |  | -                        |  | -                                                    |  | (12,750)                                             |  | -                    | -        |                        
|Net
      loss                                            | (101,287)    |  | -                 | -             |  | -                        |  | (86,884)                                             |  | -                                                    |  | -                    | -        |                        
|Balance
      at March 31, 2008                           | (1,250,046)  |  | 52,622,574        | 5,262         |  | 86,929                   |  | (1,315,084)                                          |  | (12,750)                                             |  | -                    | -        |                        
|Treasury
      stock acquired at $2 per share             | (2,000)      |  | -                 | -             |  | -                        |  | -                                                    |  | -                                                    |  | (1,000)              | (2,000)  |                        
|Unrealized
      foreign currency translation loss        | (13,018)     |  | -                 | -             |  | -                        |  | -                                                    |  | (13,018)                                             |  | -                    | -        |                        
|Net
      loss                                            | (796,007)    |  | -                 | -             |  | -                        |  | (630,274)                                            |  | -                                                    |  | -                    | -        |                        
|Balance
      at March 31, 2009                           | (2,061,071)  |  | 52,622,574        | 5,262         |  | 86,929                   |  | (1,945,358)                                          |  | (25,768)                                             |  | (1,000)              | (2,000)  |                        
|Unrealized
      foreign currency translation loss        | (28,325)     |  | -                 | -             |  | -                        |  | -                                                    |  | (28,325)                                             |  | -                    | -        |                        
|Net
      loss, June 30, 2009                             | ($114,407)   |  | -                 | -             |  | -                        |  | ($95,607)                                            |  |                                                      |  | -                    | -        |                        
|                                                          |              |  |                   |               |  |                          |  |                                                      |  |                                                      |  |                      |          |                        
|Balance
      at June 30, 2009                            | $(2,203,803) |  | 52,622,574        | $
      5,262 |  | $86,929                  |  | $(2,040,965)                                         |  | $(54,093)                                            |  | (1,000)              | $(2,000) |                        
|                                                          |              |  |                   |               |  |                          |  |                                                      |  |                                                      |  |                      |          |                        



Pulmo
BioTech, Inc. and Subsidiary

(A
Development Stage Company)

Notes to
Unaudited Condensed Consolidated Financial Statements

NOTE 1 - ORGANIZATION

Pulmo BioTech Inc. (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 is currently in the development stage and is
continuing to develop its planned principal operations. In accordance with such
plans, the Company recently completed a merger on February 28, 2008, pursuant to
Plan of Merger with Lumen Medical, Inc. ("Lumen") (see
"Acquisition" below), which was entered into on October 1, 2007. 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"). 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.
Simultaneous with the Merger, the Company changed its name to Pulmo BioTech,
Inc. From inception to date, financing for the Company's activities has been
provided primarily by the issuance of stock and by advances from stockholders
and related parties (see Note 3).

ACQUISITION

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%. PulmoScience is a
development stage biotechnology company that is developing a noninvasive
Molecular Imaging solution for the diagnosis of Pulmonary Embolism, Pulmonary
Hypertension, and Lung Inflammatory diseases. This new diagnostic methodology is
called PulmoBind. PulmoBind uses an intravenously delivered radionuclide 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.

PulmoScience was initially owned 51% by the Company with the
remainder of the equity shared between Innovacor (a subsidiary of the Montreal
Heart Institute) and Dr. Jocelyn Dupuis (the originator of the PulmoBind
Molecular Imaging technology). 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
noncontrolling 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.



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed 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 condensed 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 unaudited condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements of the Company together with the Company's management discussion and
analysis in the Company's March 31, 2009 Form 10-K. Interim results are not
necessarily indicative of the results for future interim periods or for the full
year.

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 (benefits) when the costs are incurred, provided the Company
is reasonably certain that the credits will be received based on their
refundable nature. Non-refundable credits can be carried forward and serve to
reduce future fiscal period taxes in profitable periods. Furthermore, 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, or determination of the carryforward value. 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.

Fair Value Measurement

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

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, '"Noncontrolling
Interests in Consolidated Financial Statements - an amendment of ARB No.
51". The objective of this Statement is to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require the following changes. The
ownership interests in subsidiaries held by parties other than the parent be
clearly identified, labeled, and presented in the consolidated statement of
financial position within equity, but separate from the parent's equity. The
amount of consolidated net income (loss) attributable to the parent and to the
noncontrolling interest be clearly identified and presented on the face of the
consolidated statement of operations. When a subsidiary is deconsolidated, any
retained noncontrolling equity investment in the former subsidiary is initially
measured at fair value. The gain or loss on the deconsolidation of the
subsidiary is measured using the fair value of any noncontrolling equity
investment rather than the carrying amount of that retained investment and
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. The Company has adopted SFAS No. 160 effective April 1, 2009, and its
impact is reflected in the attached unaudited condensed consolidated financial
statements.

In December 2007, the FASB issued SFAS No. 141(R),
"Business Combinations - Revised," that improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial reports about business combinations
and their effects. To accomplish that, this statement establishes principles and
requirements how the acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree, recognizes and measures the goodwill
acquired in the business combination or a gain from a bargain purchase, and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. The Company has adopted SFAS No. 141(R) effective April 1, 2009.
Based on the absence of any business combination activity subsequent to March
31, 2009, the adoption of SFAS No. 141(R) has not had an effect on the Company's
financial statements.

In May 2009, the FASB issued SFAS No. 165, "Subsequent
Events" (SFAS No. 165). SFAS No. 165 requires an entity to recognize in the
financial statements the effects of all subsequent events that provide
additional evidence about conditions that existed at the date of the balance
sheet. For nonrecognized subsequent events that must be disclosed to keep the
financial statements from being misleading, an entity will be required to
disclose the nature of the event as well as an estimate of its financial effect,
or a statement that such an estimate cannot be made. In addition, SFAS No. 165
requires an entity to disclose the date through which subsequent events have
been evaluated. SFAS No. 165 is effective for the Company beginning in the first
quarter of fiscal year 2010 and is required to be applied prospectively. The
Company adopted SFAS No. 165 in May 2009.

In June 2009, the Financial Accounting Standards Board
("FASB") issued SFAS No. 168, "FASB Accounting Standards
Codification" ("Codification" or "SFAS 168") as the
single source of authoritative non-governmental U.S. GAAP which was launched on
July 1, 2009. Other than resolving certain minor inconsistencies in current
GAAP, the Codification does not change GAAP. The Codification is a new structure
which takes accounting pronouncements and organizes them by approximately ninety
accounting topics. The Codification will be the single source of authoritative
U.S. GAAP. All guidance included in the Codification will be considered
authoritative at that time, even guidance that comes from what is currently
deemed to be a non-authoritative section of a standard. Upon the Codification
becoming effective, all non-grandfathered, non-SEC accounting literature not
included in the Codification will become non-authoritative. The Codification is
effective for interim and annual periods ending after September 15, 2009.
The Codification is for disclosure only and will not impact the Company's
financial condition or results of operations. The Company is currently
evaluating the impact to its financial reporting process of providing
Codification references in its public filings.

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

Reclassifications

Prior period amounts have been reclassified where necessary
to conform with current presentation and to aid in comparability.



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 June 30, 2009. Since inception, the source of financing
for the Company's activities has primarily been from stockholder and related
party borrowings.

The Company's management continues to actively plan and to
seek additional sources of debt or equity financing and continues to plan on
developing cash flows through future fiscal period 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 June 30, 2009, the Company and its subsidiary had
borrowed an aggregate of $1,563,670 from a significant stockholder. The loans
were non interest bearing and payable upon demand. Subsequent to June 30, 2009,
such stockholder made additional noninterest bearing advances of $ 40,000 to the
Company.

As of June 30, 2009, the Company and its subsidiary had
borrowed an aggregate of $0 from an affiliate. The loans were non interest
bearing and payable upon demand.

For the three months ended June 30, 2009 and 2008, the
Company incurred legal expense due to an officer of the Company for $-0- and
$9,500, respectively.

For the three months ended June 30, 2009 and 2008, the
Company incurred management fees of $24,686 and $45,605, respectively, to a
company controlled by an officer/stockholder.

For the three months ended June 30, 2009 and 2008, the
Company incurred management fees of $-0- and $18,000, respectively, to a
former stockholder.

For the three months ended June 30, 2009 and 2008,
PulmoScience incurred $-0- and $11,378, respectively, in consulting fees to a
company that provides software and hardware solutions for commercial and medical
events, owned by a director and incurred $15,146 and $17,325, respectively, in
consulting fees to a company owned by a director/officer. In addition, for the
three months ended June 30, 2009 and 2008, $19,888 and $110,039 was incurred in
research fees.



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 - NONCONTROLLING INTEREST

In accordance with the merger completed on February 28, 2008,
with Lumen (all as more fully described in Note 1, above), whereby Lumen was
merged with and into the Company in a business combination. Lumen at the time of
the merger owned 51% of PulmoScience. The Company had an option to increase its
stake in PulmoScience to 61%, and exercised such option in fiscal 2009. The 39%
of PulmoScience which the Company does not own represents the noncontrolling
interest.



NOTE 7 - SUBSEQUENT EVENT

Subsequent Events have been evaluated through August 19,
2009, the date the financial statements were issued.



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

The 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 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. Recently, the funds required to
support our operations and research and development efforts 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, following the release of this
filing on Form 10-Q, 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 three months ended
June 30, 2009 and 2008, and the Company incurred net losses of ($114,407) and
($324,293), respectively. General and administrative expense decreased by
$125,725 for the three months ended June 30, 2009 as compared to the 2008
period, primarily as a result of a decrease in legal and accounting
expenses. Research and development expense was $35,034 for the three months
ended June 30, 2009, as compared to $127,364 in the 2008 period.

The Company has generated no profit since reactivation on
March 26, 2001. Cumulative losses total $1,488,409 since the Company's
reactivation. Primarily, these losses are the result of legal and accounting
expenses, in addition to research and development expense of $381,972.

Liquidity

At June 30, 2009, the Company had $26,561 in cash
resources. While the Company's cash resources at June 30, 2009 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 June 30, 2009
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 three month period
ending June 30, 2009, from the sale of registered securities of the Company
because we did not register under the Securities Act of 1933, nor did we have
any sales securities during such period.

Purchases of Equity Securities by Us and Affiliated
Purchasers

None

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.

(a)  This
Quarterly Report does not include any information required to be disclosed in a
report on Form 8-K during the period covered by this Quarterly Report.

(b) During
the period covered by this Quarterly Report, our Board of Directors consisted of
Garry McCann and Ian Ilsley, with one vacancy. Mr. McCann is an interested
director, but Mr. Ilsley is an independent director. When we fill the vacancy on
our Board of Directors, it will be with an independent director.

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: August 19, 2009 | By: /s/ Garry McCann                               
|                      | Garry McCann, President and Chief Executive Officer
|                      |                                                    
|Date: August 19, 2009 | By: /s/ Rajiv Garg                                 
|                      | Rajiv Garg, Chief Financial Officer                







Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 June 30, 2009, 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.         Designed such
>     disclosure controls and procedures, or caused such disclosure controls and
>     procedures to be designed under our supervision, to ensure that material
>     information relating to the Registrant, including its consolidated
>     subsidiaries, is made known to us by others within those entities,
>     particularly during the period in which this Report is being prepared;
>     b.    Designed such internal control over financial
>     reporting, or caused such internal control over financial reporting to be
>     designed under our supervision, to provide reasonable assurance regarding
>     the reliability of financial reporting and the preparation of financial
>     statements for external purposes in accordance with generally accepted
>     accounting principles;
>     c.         Evaluated the
>     effectiveness of the Registrant's disclosure controls and procedures and
>     presented in this Report our conclusions about the effectiveness of the
>     disclosure controls and procedures, as of the end of the period covered by
>     this Report based on such evaluation; and
>     d.    Disclosed in this Report any change in the
>     Registrant's internal control over financial reporting that occurred during
>     the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal
>     quarter in the case of an annual report) that has materially affected, or is
>     reasonably likely to materially affect, the Registrant's internal control
>     over financial reporting; and

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.       All significant deficiencies
>     and material weaknesses in the design or operation of internal control over
>     financial reporting which are reasonably likely to adversely affect the
>     Registrant's ability to record, process, summarize and report financial
>     information; and
>     b.      Any fraud, whether or not material,
>     that involves management or other employees who have a significant role in
>     the Registrant's internal control over financial reporting.

|Date: August 19, 2009 | By: /s/ Garry McCann                               
|--------------------- | ---------------------------------------------------
|                      | Garry McCann, President and Chief Executive Officer

A signed original of this written statement required by Section 302 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.

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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 June 30, 2009, 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.         Designed such
>     disclosure controls and procedures, or caused such disclosure controls and
>     procedures to be designed under our supervision, to ensure that material
>     information relating to the Registrant, including its consolidated
>     subsidiaries, is made known to us by others within those entities,
>     particularly during the period in which this Report is being prepared;
>     b.    Designed such internal control over financial
>     reporting, or caused such internal control over financial reporting to be
>     designed under our supervision, to provide reasonable assurance regarding
>     the reliability of financial reporting and the preparation of financial
>     statements for external purposes in accordance with generally accepted
>     accounting principles;
>     c.         Evaluated the
>     effectiveness of the Registrant's disclosure controls and procedures and
>     presented in this Report our conclusions about the effectiveness of the
>     disclosure controls and procedures, as of the end of the period covered by
>     this Report based on such evaluation; and
>     d.    Disclosed in this Report any change in the
>     Registrant's internal control over financial reporting that occurred during
>     the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal
>     quarter in the case of an annual report) that has materially affected, or is
>     reasonably likely to materially affect, the Registrant's internal control
>     over financial reporting; and

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.       All significant deficiencies
>     and material weaknesses in the design or operation of internal control over
>     financial reporting which are reasonably likely to adversely affect the
>     Registrant's ability to record, process, summarize and report financial
>     information; and
>     b.      Any fraud, whether or not material,
>     that involves management or other employees who have a significant role in
>     the Registrant's internal control over financial reporting.

|Date: August 19, 2009 | By: /s/ Rajiv Garg                 
|--------------------- | -----------------------------------
|                      | Rajiv Garg, Chief Financial Officer

A signed original of this written statement required by Section 302 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.

Exhibit 32.1



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

AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002



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 June
30, 2009, 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 June
30, 2009, 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: August 19, 2009 | By: /s/ Garry McCann                               
|--------------------- | ---------------------------------------------------
|                      | Garry McCann, President and Chief Executive Officer
|                      |                                                    
|Date: August 19, 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.

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