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 1934For the quarterly period ended June 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.



August 15, 2008: Common-     52,622,574



August 15, 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



|                                                         | June
      30, 2008 | March
      31, 2008
|-------------------------------------------------------- | ------------------- | --------------------
|                                                         | (Unaudited)         | (Audited)           
|                                                        
|Assets                                                  
|                                                        
|Current
      assets                                    
|                                                        
|Cash
      and cash equivalents                          | $51,601             | $328,532            
|Sales
      tax refund receivable                        | 9,207               | 6,739               
|Research
      & development tax credit receivable       | 297,124             | 283,829             
|Prepaid
      insurance                                  | 993                 | 1,402               
|                                                        
|Total
      assets                                       | $358,925            | $620,502            
|                                                        
|                                                        
|Liabilities
      and Stockholders' (Deficit)           
|                                                        
|Current
      Liabilities                               
|                                                        
|Loan
      payable-related party                         | $1,273,670          | $1,319,289          
|Accounts
      payable and accrued liabilities           | 209,027             | 104,968             
|Common
      stock of subsidiary subject to             
|mandatory
      redemption                               | 451,628             | 446,291             
|Total
      current liabilities                          | 1,934,325           | 1,870,548           
|                                                        
|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                             | 5,262               | 5,262               
|                                                        
|Additional
      paid-in capital                         | 86,929              | 86,929              
|                                                        
|Unrealized
      foreign currency translation loss       | (13,811)            | (12,750)            
|Deficit
      accumulated prior to the development stage | (751,491)           | (751,491)           
|Deficit
      accumulated during development stage       | (902,289)           | (577,996)           
|Total
      stockholders' (deficit)                      | (1,575,400)         | (1,250,046)         
|                                                        
|Total
      liabilities and stockholders' (deficit)      | $358,925            | $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 Three | For
      the Three | (March
      26, 2001)
|                                          | Months
      Ended  | Months
      Ended  | Through               
|                                          | June
      30, 2008 | June
      30, 2007 | June
      30, 2008   
|                                         
|General
      and administrative expenses | $
      206,829     | $ 23,768            | $
      777,798       
|                                         
|Research
      and development expenses   | 127,364             | -                   | 133,091               
|                                         
|Loss
      before income taxes            | 334,193             | 23,768              | 910,889               
|                                         
|Provision
      (credit) for income taxes | (9,900)             | -                   | (8,600)               
|                                         
|Net
      loss                            | $(324,293)          | $ (23,768)          | $(902,289)            
|                                         
|Basic
      and diluted net loss per      |                     |                    
|common
      share                        | $ (0.01)            | $ (0.02)           
|                                         
|Weighted
      average common shares      |                     |                    
|outstanding,
      basic and diluted      | 52,622,574          | 1,372,574          



See
accompanying notes to consolidated financial statements

Pulmo
BioTech Inc. and Subsidiary

(A Development Stage Company)

Condensed
Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                          | For
      the Three
      Months
      Ended
      June
      30, 2008 | For
      the Three
      Months
      Ended
      June
      30, 2007 | For
      the Period From
      Reactivation
      (March
      26, 2001)
      Through
      June
      30, 2008
|----------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------
|                                                                                         
|CASH
      FLOWS FROM OPERATING ACTIVITIES                                               
|Net
      loss                                                                            | $
      (324,293)                                                      | $ (23,768)                                                             | $ (902,289)                                                                                                      
|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                                                              | (15,763)                                                               | -                                                                      | (15,763)                                                                                                         
|Prepaid
      expenses                                                                    | 409                                                                    | -                                                                      | 409                                                                                                              
|Accounts
      payable and other current liabilities                                     
|109,396                                                                                   | 13,971                                                                 | 110,864                                                               
|Net
      cash used in operating  activities                                             
|(230,251)                                                                                 | (9,797)                                                                | (780,779)                                                             
|                                                                                         
|CASH
      FLOWS FROM FINANCING ACTIVITIES:                                              
|Proceeds
      from stock subscriptions                                                   | -                                                                      | -                                                                      | 1,000,000                                                                                                        
|Stock
      subscription refunded                                                         | -                                                                      | -                                                                      | (900,000)                                                                                                        
|Loan
      payable-related party                                                          | (45,619)                                                               | 8,250                                                                  | 189,724                                                                                                          
|Assumption
      of liabilities by  stockholder                                          
|-                                                                                         | -                                                                      | 93,914                                                                
|Net
      cash provided by financing  activities                                         
|(45,619)                                                                                  | 8,250                                                                  | 383,638                                                               
|Net
      increase (decrease) in cash                                                     | (275,870)                                                              | (1,547)                                                                | (397,141)                                                                                                        
|Cash
      acquired in merger                                                             | -                                                                      | -                                                                      | 462,553                                                                                                          
|Unrealized
      foreign currency  translation loss                                      
|(1,061)                                                                                   | -                                                                      | (13,811)                                                              
|Cash
      and cash equivalents,  beginning of period                                    
|328,532                                                                                   | 939,776                                                                | -                                                                     
|Cash
      and cash equivalents,  end of period                                          
|$ 51,601                                                                                  | $938,229                                                               | $ 51,601                                                              
|                                                                                         
|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 June 30, 2008





|                                                                                  |  | Common Stock |              | Additional Paid-in |   | Deficit
      Accumulated
      Prior to and
      During
      Development |   | Unrealized Translation |            | Total Equity |  
|--------------------------------------------------------------------------------- |  | ------------ | ------------ | ------------------ | - | --------------------------------------------------------------------------- | - | ---------------------- | ---------- | ------------ | -
|                                                                                  |  | Shares       |              | Amount             |   | Capital                                                                     |   | Stage                  |            | Gain (Loss)  |  
|March 26, 2001                                                                    |  |              | 142,800,000  |                    | $ | 14,280                                                                      |   | $                      | 735,211    |              | $
|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                                                                         | ) |                        | 43         |              |  
|Issued stock for expenses at $0.02 per share                                      |  |              | 925,000      |                    |   | 93                                                                          |   |                        | 17,907     |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2001                                                      |  |              | 972,574      |                    |   | 97                                                                          |   |                        | 767,394    |              |  
|Issued stock for expenses at $0.02 per share                                      |  |              | 400,000      |                    |   | 40                                                                          |   |                        | 7,960      |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2002                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 775,354    |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2003                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 775,354    |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2004                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 775,354    |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2005                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 775,354    |              |  
|Assumption of liabilities by stockholder                                          |  |              | -            |                    |   | -                                                                           |   |                        | 93,914     |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2006                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 869,268    |              |  
|Increase in additional paid-in capital due to stock subscription
      receivable |  |              | -            |                    |   | -                                                                           |   |                        | 100,000    |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at December 31, 2007                                                      |  |              | 1,372,574    |                    |   | 137                                                                         |   |                        | 969,268    |              |  
|Shares issued for acquisition of Lumen                                            |  |              | 51,250,000   |                    |   | 5,125                                                                       |   |                        | 641,752    |              |  
|Deficit of Lumen on acquisition                                                   |  |              |              |                    |   |                                                                             |   |                        | (1,524,091 | )            |  
|Unrealized foreign currency translation loss                                      |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Net loss                                                                          |  |              | -            |                    |   | -                                                                           |   |                        | -          |              |  
|Balance at March 31, 2008                                                         |  |              | 52,622,574   |                    |   | 5,262                                                                       |   |                        | 86,929     |              |  
|Net
      loss, June 30, 2008 (Unaudited)                                         |  |              |              |                    |   |                                                                             |   |                        |            |              |  
|Unrealized
      foreign currency translation
      loss (Unaudited)              |  |              |              |                    |   |                                                                             |   |                        |            |              |  
|Balance
      at June 30, 2008 (Unaudited)                                        |  |              | 52,622,574   |                    | $ | 5,262                                                                       |   | $                      | 86,929     |              | $





See
accompanying notes to consolidated financial statements

Pulmo
BioTech Inc. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements



NOTE
1 - ORGANIZATION



Pulmo
BioTech Inc. (formerly Acorn Acquisition Corp.) (the "Company") was
incorporated under the laws of the state of Delaware on July 20, 2006 by its
then parent, Syntony Group, Inc. The Company was formed to enable Syntony Group,
Inc. to merge into the Company, thus effecting a reincorporation in Delaware.



In
July 2005, the Company incorporated its wholly owned subsidiary, Syntony
Acquisition Corp. (the "Subsidiary"), under the laws of the State of
Nevada. The Subsidiary issued 1,000 shares at a par value of $1.00. The
Subsidiary was formed for the sole purpose of merging with another company. The
Company is in the development stage and is developing its planned principal
operations. Financing for the Company's activities to date has been provided
primarily by the issuance of stock and by advances from stockholders and an
affiliate. (Note 4)



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



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



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



NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



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



The
accompanying unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial statements and with the rules and regulations of the
Securities and Exchange Commission for Form 10-Q. Accordingly, they do not
include all information and notes required by accounting principles generally
accepted in the United States for complete financial statement presentation.  In
the opinion of management all adjustments (consisting of normal recurring
accruals) considered necessary to present fairly the financial position, results
of operations and cash flows for the interim periods have been included.  These
consolidated financial statements should be read in conjunction with the
consolidated financial statements of the Company together with the Company's
management discussion and analysis in the Company's Form 10-K for the year
ended March 31, 2008.  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 no operating revenue source as of June 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.



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, 2008, the Company and its subsidiary had borrowed an aggregate of
$1,273,671 from a significant stockholder. The loans were non interest bearing
and payable upon demand.



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



For
the three months ended June 30, 2008, the Company paid consulting fees of
$45,605 to a Company controlled by an officer/ stockholder.



For
the three months ended June 30, 2008, the Company incurred management fees of
$18,000 to a stockholder.



For
the three months ended June 30, 2008, PulmoScience paid $11,738 in consulting
fees to a company that provides software and hardware solutions for commercial
and medical events, owned by a director and paid $17,325 in consulting fees to a
company owned by a director/officer.  In addition for the three months
ended June 30, 2008, $110,039 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 June 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.





Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations



Forward-looking Statements



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



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



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



Plan of Operation



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



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



We do not have any off-balance sheet arrangements and do not expect to have any during the next 12 months.



Results of Operations



The Company had no revenues for the three months ended June 30, 2008 and 2007; and the Company incurred net losses of
($324,293) and ($23,768), respectively, during these periods, primarily as a result of legal and accounting expenses. The increase in the three months ended June 30, 2008, is due to increased consulting, legal and accounting fees.



The Company has generated no profit since reactivation. Cumulative losses total
($902,289) since the Company's reactivation on March 26, 2001 . Primarily, these losses are the result of legal and accounting expenses.



Liquidity



At June 30, 2008, the Company had  $51,601 in cash resources.



Off-balance sheet arrangements



We had no off -balance sheet arrangements as of June 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 three month period ending June 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



Neither we nor any of our affiliated persons purchased any shares of Common Stock of the Company during the three month period ended June 30, 2008.



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                                                                                         
|----------- | ----------------------------------------------------------------------------------------------------
|            |                                                                                                     
|1           | Stock Purchase   Agreement dated June 30, 2006[1]                                                   
|2.1         | Agreement   and Plan of Merger dated as of October 1, 2006[2]                                       
|2.2         | Installment   Purchase Agreement dated June 30, 2006[3]                                             
|2.3         | Termination   and Release Agreement dated February 13, 2006.[4]                                     
|2.4         | Agreement   and Plan of Merged dated January 4, 2006.[5]                                            
|3.1         | Certificate   of Incorporation dated July 19, 2006.[6]                                              
|3.2         | By-laws[7]                                                                                          
|3.3         | Escrow   Agreement dated as of June 30, 2006.[8]                                                    
|10.1        | Indemnification   Agreement dated as of June 30, 2006.[9]                                           
|10.2        | Indemnification   Agreement dated as of June 30, 2006.[10]                                          
|10.3        | Indemnification   Agreement dated as of March 5, 2008.[11]                                          
|10.4        | Indemnification   Agreement dated as of March 5, 2008.[12]                                          
|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 Officer Pursuant to   18 U.S.C. Section 1350                       
|32.2        | Certification of Chief Financial Officer Pursuant to   18 U.S.C. Section 1350                       
|99.1        | Registration   Agreement.[13]                                                                       



---

[1] Incorporated by reference to Exhibit 10.1 to our Form 8-K filed July 7, 2006.

[2] Incorporated by reference to Exhibit 2.1 to our Form 8-K filed October 5, 2007.

[3] Incorporated by reference to Exhibit 10.2 to our Form 8-K filed July 7, 2006.

[4] Incorporated by reference to Exhibit 2 to our Form 8-K/A filed February 16, 2006.

[5] Incorporated by reference to Exhibit 2.1 to our Form 8-K filed January 4, 2006.

[6] Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form SB-2 filed on March 19, 2007.

[7] Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2 filed on March 19, 2007.

[8] Incorporated by reference to Exhibit 10.3 to our Form 8-K filed July 7, 2006.

[9] Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form SB-2 filed on March 19, 2007.

[10] Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form SB-2 filed on March 19, 2007.

[11] Incorporated by reference to Exhibit 10.1 our Form 10-K/A filed July 31, 2008.

[12] Incorporated by reference to Exhibit 10.2 to our Form 10-K/A filed July 31, 2008.

[13] Incorporated by reference to Exhibit 99 to our Form10SB12G filed April 12, 2004.



.

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, 2008 | By: /s/ Garry McCann                               
|--------------------- | ---------------------------------------------------
|                      | Garry McCann, President and Chief Executive Officer





|Date: August 19, 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 June 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-15(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, 2008 | By: /s/ Garry McCann                               
|--------------------- | ---------------------------------------------------
|                      | Garry McCann, President and Chief Executive Officer



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, 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-15(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, 2008 | By: /s/ Rajiv Garg                 
|--------------------- | -----------------------------------
|                      | Rajiv
Garg, Chief Financial Officer





Exhibit 32.1



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Pulmo BioTech Inc. (the "Registrant") on Form 10-Q for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Garry McCann, the Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.



|Date: August 19, 2008 | By: /s/ Garry McCann                               
|--------------------- | ---------------------------------------------------
|                      | Garry McCann, President and Chief Executive Officer



Exhibit 32.2



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,  AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Pulmo BioTech Inc. (the "Registrant") on Form 10-Q for the period ended June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rajiv Garg, the Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Registrant.



|Date: August 19, 2008 | By: /s/ Rajiv Garg                 
|--------------------- | -----------------------------------
|                      | Rajiv
Garg, Chief Financial Officer