UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 September 30, 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.

November  13, 2008: Common- 52,621,574

November 13, 2008: 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

|                                                                                                                                            |                                               |                                                                   |            |             | September 30, 2008 |          | March 31, 2008
|------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ----------------------------------------------------------------- | ---------- | ----------- | ------------------ | -------- | --------------
|                                                                                                                                            |                                               |                                                                   |            |             | (Unaudited)        |          | (Audited)     
|Assets                                                                                                                                      |                                               |                                                                   |            |             |                    |         
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Current assets                                                                                                                              |                                               |                                                                   |            |             |                    |         
|                                                                                                                                            | Cash and cash equivalents                     |                                                                   | $65,913    |             | $328,532          
|                                                                                                                                            | Sales tax refund receivable                   |                                                                   | 10,576     |             | 6,739             
|                                                                                                                                            | Research & development tax credit receivable  | 308,472                                                           |            | 283,829    
|                                                                                                                                            | Prepaid insurance                             |                                                                   |            | 552         |                    | 1,402   
|Total assets                                                                                                                                |                                               |                                                                   |            | $385,513    |                    | $620,502
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Liabilities and Stockholders' (Deficit)                                                                                                     |                                               |                                                                   |            |            
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Current Liabilities                                                                                                                         |                                               |                                                                   |            |             |                   
|                                                                                                                                            | Loan payable - related party                  |                                                                   | $1,523,671 |             | $1,319,289        
|                                                                                                                                            | Accounts payable and accrued expenses         | 200,645                                                           |            | 104,968    
|                                                                                                                                            | Common stock of subsidiary subject to         |                                                                   |            |            
|                                                                                                                                            | mandatory redemption                          |                                                                   | 439,585    |             | 446,291           
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Total current liabilities                                                                                                                   |                                               |                                                                   | 2,163,901  |             | 1,870,548         
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Stockholders' (deficit)                                                                                                                     |                                               |                                                                   |            |             |                   
|Preferred stock, 2,500,000 shares authorized at                                                                                             |                                               |                                                                   |           
|                                                                                                                                            | $0.0001 par value, none issued or outstanding |                                                                   |            |            
|                                                                                                                                            | 5,262                                         |                                                                   | 5,262     
|Common stock, 250,000,000 shares authorized at $0.0001 par value,
      issued  52,621,574 and 52,622,574 shares, respectively, outstanding
|Additional paid-in capital                                                                                                                  |                                               |                                                                   | 86,929     |             | 86,929            
|Unrealized foreign currency translation loss                                                                                                | (16,128)                                      |                                                                   | (12,750)  
|Deficit accumulated prior to the development stage                                                                                          | (751,491)                                     |                                                                   | (751,491) 
|Deficit accumulated during development stage                                                                                                | (1,100,960)                                   |                                                                   | (577,996) 
|Treasury stock, at cost (1,000 shares of                                                                                                    |                                               |                                                                   |           
|                                                                                                                                            | common stock)                                 |                                                                   |            | (2,000)     |                    |     
|Total stockholders' (deficit)                                                                                                               |                                               | (1,778,388)                                                       |            | (1,250,046)
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|Total liabilities and stockholders' (deficit)                                                                                               | $385,513                                      |                                                                   | $620,502  
|                                                                                                                                            |                                               |                                                                   |            |             |                    |          |               
|                                                                                                                                            |                                               | See accompanying notes to consolidated financial
      statements |           



Pulmo BioTech Inc. and Subsidiary(A Development Stage Company)Condensed Consolidated Statement of Operations(Unaudited)

|                                                                    |            |          |           |          |                    |          |                    |  | For the Period    
|------------------------------------------------------------------- | ---------- | -------- | --------- | -------- | ------------------ | -------- | ------------------ |  | ------------------
|                                                                    |            |          |           |          |                    |          |                    |  | From              
|                                                                    |            |          |           |          |                    |          |                    |  | Reactivation      
|                                                                    |            |          |           |          | For the Six        |          | For the Six        |  | (March 26, 2001)  
|                                                                    |            |          |           |          | Months Ended       |          | Months Ended       |  | Through           
|                                                                    |            |          |           |          | September 30, 2008 |          | September 30, 2007 |  | September 30, 2008
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|General and administrative expenses                                 |            | $329,298 |           | $101,280 |                    | $900,267
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Research and development expense                                    |            | 222,574  |           | -        |                    | 228,301 
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Loss before income taxes                                            |            |          | $551,872  |          | $101,280           |          | 1,128,568         
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Provision (credit) for income taxes                                 |            | (28,908) |           | -        |                    | (27,608)
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Net Loss                                                            |            |          |           |          | ($522,964)         |          | ($101,280)         |  | ($1,100,960)      
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Basic and diluted net loss per
      common share                   |            | ($0.01)  |           | ($0.07)  |                    |         
|                                                                    |            |          |           |          |                    |          |                    |  |                   
|Weighted average common shares
      outstanding, basic and diluted | 52,621,574 |          | 1,372,574 |          |                   



|                                                                    | For the Three Months Ended September 30, 2008 |          | For the Three Months ended September 30, 2007 |         |           
|------------------------------------------------------------------- | --------------------------------------------- | -------- | --------------------------------------------- | ------- | ----------
|                                                                    |                                               |          |                                               |         |           
|General and administrative expenses                                 |                                               | $122,469 |                                               | $77,512 |           
|                                                                    |                                               |          |                                               |         |           
|Research and development expense                                    |                                               | 95,210   |                                               | -       |           
|                                                                    |                                               |          |                                               |         |           
|Loss before income taxes                                            |                                               |          | 217,679                                       |         | 77,512    
|                                                                    |                                               |          |                                               |         |           
|Provision (credit) for income taxes                                 |                                               | (19,008) |                                               |         |           
|                                                                    |                                               |          |                                               |         |           
|Net Loss                                                            |                                               |          |                                               |         | ($198,671)
|                                                                    |                                               |          |                                               |         |           
|Basic and diluted net loss per
      common share                   | *                                             |          | ($0.06)                                       |         |           
|                                                                    |                                               |          |                                               |         |           
|Weighted average common shares
      outstanding, basic and diluted | 52,621,574                                    |          | 1,372,574                                     |         |           
|* Less than $0.01, per share                                        |                                               |          |                                               |         |           

See accompanying notes to consolidated financial
      statements

Pulmo BioTech Inc. and SubsidiaryA Development Stage Company) Condensed Consolidated Statements of Cash Flows(Unaudited)

|                                                         |                                         |           |           |           |                    |             |                    |         | For the Period    
|-------------------------------------------------------- | --------------------------------------- | --------- | --------- | --------- | ------------------ | ----------- | ------------------ | ------- | ------------------
|                                                         |                                         |           |           |           |                    |             |                    |         | From              
|                                                         |                                         |           |           |           |                    |             |                    |         | Reactivation      
|                                                         |                                         |           |           |           | For the Six        |             | For the Six        |         | (March 26, 2001)  
|                                                         |                                         |           |           |           | Months Ended       |             | Months Ended       |         | Through           
|                                                         |                                         |           |           |           | September 30, 2008 |             | September 30, 2007 |         | September 30, 2008
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|CASH
      FLOWS FROM OPERATING ACTIVITIES               |                                         |           |           |          
|Net
      loss                                           |                                         |           |           |           | ($522,964)         |             | ($101,280)         |         | ($1,100,960)      
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Adjustments
      to reconcile net loss to net cash used |                                         |           |           |          
|in
      operating activities:                           |                                         |           |           |           |                    |             |                   
|Shares
      issued for services rendered                |                                         | -         |           | -         |                    | 26,000     
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|                                                         | Changes
      in assets and liabilities |           |           |           |                    |             |                   
|Tax
      credits receivable                             |                                         |           | (28,480)  |           | -                  |             | (28,480)          
|Prepaid
      expenses                                   |                                         |           |           | 850       |                    | -           |                    | 850    
|Accounts
      payable and other current liabilities     | 88,971                                  |           | 28,457    |           | 90,439            
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Net
      cash used in operating activities              |                                         | (461,623) |           | (72,823)  |                    | (1,012,151)
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|CASH
      FLOWS FROM FINANCING ACTIVITIES               |                                         |           |           |           |                   
|Proceeds
      from stock subscriptions                  |                                         |           |           |           |                    | 1,000,000  
|Stock
      subscriptions refunded                       |                                         |           | -         |           | (900,000)          |             | (900,000)         
|Due
      to affiliate                                   |                                         |           |           | -         |                    | -           |                    | 83,539 
|Loan
      payable-related party                         |                                         |           | 204,382   |           | 41,258             |             | 356,186           
|Treasury
      stock                                     |                                         |           |           | (2,000)   |                    | -           |                    | (2,000)
|Assumption
      of liabilities by stockholder           |                                         | -         |           | -         |                    | 93,914     
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Net
      cash provided by financing activities          |                                         | 202,382   |           | (858,742) |                    | 631,639    
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Net
      increase (decrease) in cash                    |                                         |           | (259,241) |           | (931,565)          |             | (380,512)         
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Cash
      acquired in merger                            |                                         |           | -         |           | -                  |             | 462,553           
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Unrealized
      foreign currency translation loss       |                                         | (3,378)   |           | -         |                    | (16,128)   
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Cash
      and cash equivalents, beginning of period     | 328,532                                 |           | 939,777   |           | -                 
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Cash
      and cash equivalents, end of period           |                                         | $65,913   |           | 8,212     |                    | $65,913    
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|SUPPLEMENTAL
      DISCLOSURES:                          |                                         |           |           |           |                    |            
|                                                         |                                         |           |           |           |                    |             |                    |         |                   
|Income
      taxes paid                                  |                                         |           |           |           |                    |             |                    | $1,255 

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 September 30, 2008

|                                                                                  | Common Stock  | Additional Paid-in Capital | Deficit Accumulated Prior to and During Development Stage | Unrealized Translation Gain (Loss) | Treasury Stock | Total Equity (Deficit)
|--------------------------------------------------------------------------------- | ------------- | -------------------------- | --------------------------------------------------------- | ---------------------------------- | -------------- | ----------------------
|Shares                                                                            | Amount        | Shares                     | Amount                                                   
|                                                                                  |               |                            |                                                           |                                    |                |                       
|March 26, 2001                                                                    | 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                                      | 925,000       | 93                         | 17,907                                                    | -                                  | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (18,100)                           | -              | -                     
|Balance at December 31, 2001                                                      | 972,574       | 97                         | 767,394                                                   | (769,591)                          | -              | -                     
|Issued stock for expenses at $0.02 per share                                      | 400,000       | 40                         | 7,960                                                     | -                                  | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (9,205)                            | -              | -                     
|Balance at December 31, 2002                                                      | 1,372,574     | 137                        | 775,354                                                   | (778,796)                          | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (14,695)                           | -              | -                     
|Balance at December 31, 2003                                                      | 1,372,574     | 137                        | 775,354                                                   | (793,491)                          | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (24,150)                           | -              | -                     
|Balance at December 31,2004                                                       | 1,372,574     | 137                        | 775,354                                                   | (817,641)                          | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (20,564)                           | -              | -                     
|Balance at December 31, 2005                                                      | 1,372,574     | 137                        | 775354                                                    | (838,205)                          | -              | -                     
|Assumption of liabilities by stockholder                                          | -             | -                          | 93,914                                                    | -                                  | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (168,778)                          | -              | -                     
|Balance at December 31, 2006                                                      | 1,372,574     | 137                        | 869,268                                                   | (1,006,983)                        | -              | -                     
|Increase in additional paid-in capital due to stock
      subscription receivable | -             | -                          | 100,000                                                   | -                                  | -              | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (221,217)                          | -              | -                     
|Balance at December 31, 2007                                                      | 1,372,574     | 137                        | 969,268                                                   | (1,228,200)                        | -              | -                     
|Shares issued for acquisition of Lumen                                            | 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)       | -                     
|Net loss                                                                          | -             | -                          | -                                                         | (101,287)                          | -              | -                     
|Balance at March 31, 2008                                                         | 52,622,574    | 5,262                      | 86,929                                                    | (1,329,487)                        | (12,750)       | -                     
|Treasury stock acquired at
      $2.00, per share (Unaudited)                     | -             | -                          | -                                                         | -                                  | -              | 1,000                 
|Unrealized foreign currency translation
      loss (Unaudited)                    | -             | -                          | -                                                         | -                                  | (3,378)        | -                     
|Net loss, September 30, 2008 (Unaudited)                                          | -             | -                          | -                                                         | (522,964)                          | -              | -                     
|Balance at September 30, 2008 (Unaudited)                                         | 52,622,574    | $5,262                     | $86,929                                                   | ($1,852,451)                       | ($16,128)      | 1,000                 

See accompanying notes to consolidated financial
      statements

Pulmo BioTech Inc. and Subsidiary(A Development Stage Company)Notes to Unaudited Consolidated Financial Statements

September 30, 2008

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 September  30, 2008. Financing the Company's activities to date has primarily been the result of borrowing from a shareholder and others.

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 September 30, 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 six months ended September 30, 2008, the Company incurred legal expense due to an officer of the Company for $11,125 and $20,625, respectively.

For the three and six months ended September 30, 2008, the Company paid consulting fees of $43,620 and $89,225, respectively, to a Company controlled by an officer/ stockholder.

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

For the six months ended September 30, 2008, PulmoScience paid $13,490 in consulting fees to a company that provides software and hardware solutions for commercial and medical events, owned by a director and paid $20,236 in consulting fees to a company owned by a director/officer. In addition for the six months ended September 30, 2008, $167,649 was incurred in research 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 September 30, 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 OperationsForward-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 six months ended September 30, 2008 and 2007, and the Company incurred net losses of ($522,964) and ($101,280), respectively. General and administrative expense increased by $288,018 for the six months ended September 30, 2008 as compared to the 2007 period,  primarily as a result of an increase in legal and accounting expenses. Research and development expense was $222,574 for the  six months ended September 30, 2008,  as compared to none in the 2007 period.

The Company has generated no profit since reactivation. Cumulative losses total ($1,100,960) since the Company's reactivation on March 26, 2001. Primarily, these losses are the result of legal and accounting expenses, in addition to the research and development expense of $228,301.

Liquidity

At September 30, 2008, the Company had $65,913 in cash resources. 
While the Company's cash resources at September 30, 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 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 September 30, 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 six month period ending September 30, 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 had 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.

(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: November 14 , 2008 | By: /s/ Garry McCann                               
|------------------------ | ---------------------------------------------------
|                         | Garry McCann, President and Chief Executive Officer
|                         |                                                    
|Date: November 14 , 2008 | 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 September 30, 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.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 conclusionsabout 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: November 14 , 2008 | 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 September 30, 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.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 conclusionsabout 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: November 14 , 2008
      By: /s/ Rajiv GargRajiv
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 September 30, 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 September 30, 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: November
14, 2008 | By:
/s/ Garry
McCann                 
|----------------------- | -------------------------------------
|                        | Garry McCann                         
|                        | President and Chief Executive
Officer
|                        |                                      
|Date: November
14, 2008 | 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.