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

 FORM 10-Q

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

For the quarterly period ended November 30, 2015

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

For the transition period from _________ to ___________

333-183797
Commission File Number

IMMAGE BIOTHERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
  
68-0682040
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

10411 Motor City Dr., #750 Bethesda, MD
  
20817
(Address of principal executive offices)
  
(Zip Code)

(480) 339-0181
(Registrant’s telephone number, including area code)
_______________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)                   Smaller reporting company [X]

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

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [X] Yes  [ ] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of January 14, 2016, Immage Biotherapeutics Corp. had 143,144,566 shares of common stock issued and outstanding.

Table of Contents
 
 

 
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
 
IMMAGE BIOTHERAPEUTICS CORP. 
BALANCE SHEETS
(Unaudited)
 
   
November 30,
    
August 31,
  
 
  
2015
    
2015
  
ASSETS
        
Current Assets
        
Cash and cash equivalents
  
$
383,619
    
$
32,678
  
Prepaid expenses
    
-
      
904
  
Total Current Assets
    
383,619
      
33,582
  
                 
Equipment, net
    
38,317
      
40,370
  
Intangible assets, net
    
5,952
      
6,214
  
TOTAL ASSETS
  
$
427,888
    
$
80,166
  
 
                
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
                 
Current Liabilities
                
Accounts payable and accrued liabilities
  
$
7,940
    
$
3,493
  
Interest Payable
    
801
      
-
  
Loans from related parties
    
49,409
      
47,909
  
Total Current Liabilities
    
58,150
      
51,402
  
 
                
Related Party Promissory Note Payable
    
375,000
      
-
  
TOTAL LIABILITIES
  
$
433,150
      
51,402
  
                 
Stockholders' Equity (Deficit)
                
Common stock: 200,000,000 authorized; $0.001 par value
                
143,744,566 shares issued and outstanding, respectively
    
100,807
      
100,807
  
Common stock subscribed
    
-
      
3,000
  
Additional paid-in capital
    
14,313
      
386,313
  
Subscriptions receivable
    
-
      
(375,000
)
Accumulated deficit
    
(120,382
)
    
(86,356
)
Total Stockholders' Equity (Deficit)
    
(5,262
)
    
28,764
  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
  
$
427,888
    
$
80,166
  
 
 
 
The accompanying notes are an integral part of these unaudited financial statements
 
 
3
 
IMMAGE BIOTHERAPEUTICS CORP. 
STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
  
   
November 30,
  
   
2015
    
2014
  
         
Operating Expenses
        
Selling, general and administrative
  
$
19,796
    
$
1,277
  
Professional
    
13,429
      
6,890
  
   Total operating expenses
    
33,225
      
8,167
  
                 
Interest Expense
    
801
      
-
  
                 
Net loss
  
$
(34,026
)
  
$
(8,167
)
                 
Basic and dilutive loss per share
  
$
(0.00
)
  
$
(0.00
)
                 
Weighted average number of shares outstanding
    
143,744,566
      
100,201,647
  
                 
 
The accompanying notes are an integral part of these unaudited financial statements
 
 
 
4
 
IMMAGE BIOTHERAPEUTICS CORP. 
STATEMENTS OF CASH FLOWS
(Unaudited)
   
Three months ended
  
   
November 30,
  
   
2015
    
2014
  
         
 
        
 CASH FLOWS FROM OPERATING ACTIVITIES:
        
Net loss
  
$
(34,026
)
  
$
(8,167
)
Adjustment to reconcile net loss to net cash used in operating activities
                
 Amortization and depreciation expenses
    
2,315
      
-
  
 Prepaid expenses
    
904
      
-
  
 Accounts payable and accrued liabilities
    
4,447
      
5,849
  
Interest payable
    
801
      
-
  
                 
NET CASH USED IN OPERATING ACTIVITIES
    
(25,559
)
    
(2,318
)
                 
                 
 CASH FLOWS FROM FINANCING ACTIVITIES:
                
Proceeds from promissory note
    
375,000
      
-
  
Borrowings from related parties
    
1,600
      
-
  
Repayment to related parties
    
(100
)
    
-
  
                 
NET CASH PROVIDED BY FINANCING ACTIVITIES
    
376,500
      
-
  
                 
 Net increase (decrease) in cash and cash equivalents
    
350,941
      
(2,318
)
 Cash and cash equivalents, beginning of period
    
32,678
      
2,342
  
 Cash and cash equivalents, end of period
  
$
383,619
    
$
24
  
                 
 Supplemental cash flow information
                
 Cash paid for interest
  
$
-
    
$
-
  
 Cash paid for taxes
  
$
-
    
$
-
  
                 
 Non-cash transactions:
                
 Common shares subscribed - cancelled
  
$
375,000
    
$
-
  
 
 
The accompanying notes are an integral part of these unaudited financial statements
 
5
 
IMMAGE BIOTHERAPEUTICS CORP. 
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2015
 
NOTE 1 – NATURE OF OPERATIONS
 
Immage Biotherapeutics (the “Company”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31, 2015.

Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KT for the year ended August 31, 2015 filed with the Securities and Exchange Commission on November 3, 2015. 

NOTE 3 – GOING CONCERN
 
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has working capital of $325,469, and an accumulated deficit of $120,382. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
 
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 in existence.
 
The officers and directors have committed to advancing certain operating costs of the Company.
 
6
NOTE 4 – CAPITAL STOCK
 
The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.

On June 8, 2015, the Company entered into a subscription agreement with its major shareholder. Pursuant to the agreement, this shareholder purchased 3,600,000 common shares for $0.125 per share.  On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining 3,000,000 common shares were recorded as common stock subscribed, and remain unchanged as at November 30, 2015. On September 21, 2015, the Company cancelled this transaction and entered into a promissory note with the major shareholder. (see Notes 5 and 6)

As of November 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.
 
NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS
  
During the period ended November 30, 2015, the Company borrowed $1,600 from related parties,  of which $100 was repaid during the period.

As of November 30, 2015, the Company owes a related party $49,409, an increase of $1,500 from the November 30, 2014 balance of $47,909. The balance is non-interest bearing and due on demand.

On September 21, 2015, a major shareholder loaned the Company $375,000 by way of a promissory note.  The promissory note matures on December 31, 2017, and bears interest at a rate of 2% per annum compounding quarterly.  No payments are required until December 31, 2017. Balance as of November 30, 2015 is $375,000 and interest payable is $801.
  
NOTE 6 – SUBSEQUENT EVENTS

On December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of $24,000 and annual compensation of $15,000 paid in monthly installments.  In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones.

On January 18, 2016, the Company and a major shareholder decided to revoke the promissory note of $375,000 dated September 21, 2015.  The parties elected that the funds of $375,000 provided by the major shareholder to the Company would be in satisfaction and completion of the subscription agreement entered into on June 8, 2015.  Upon revocation of the promissory note it was agreed upon to issue a total of 3,600,000 shares for the total consideration of $450,000.
7
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

We were incorporated in the State of Nevada as a for profit company on June 21, 2012. We initially intended to sell charcoal made from hard wood for BBQs and restaurants but we did not implement our business model and through the period covered by this report have generated no revenues. On May 21, 2015, we filed Articles of Merger with the Nevada Secretary of State whereby the Company entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The result of which was that we changed our name to “Immage Biotherapeutics Corp.”

On June 4, 2015, we acquired a one hundred percent (100%) interest in a provisional patent application for certain technology known as “MAGE A”, which the Company believes will be converted into a full patent once the in vitro and animal studies are completed. This patent was acquired in exchange for the Company issuing a total of 42,943,521 shares of its common stock.

Our Business
 
Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.

Immage Biotherapeutics is an early-stage biotechnology company developing novel immunotherapy biologics to treat various cancers. Immage Biotherapeutics’ co-founder, Dr. Anton Dormer, is a leading expert in peptide design and protein development through computational biology, having developed bioinformatics tools for cancer drug development. Co-founder Mr. Mahesh Narayanan is an experienced entrepreneur in the field of biotechnology, leading the business development strategies for Immage Biotherapeutics.

Immunotherapy, which encompasses vaccines, oncolytic viruses, adjuvants, and adoptive t-cell technologies, management believes, could change the entire landscape of oncology. Immage Biotherapeutics will be addressing three challenges that currently exist with immunotherapy:

 
make the existing therapies more effective;
  
 
decrease the time it takes to make cancer therapeutics; and
 
reduce the cost of immunotherapy.
    
         

Immage Biotherapeutics is designed to enhance this market with its small core of key employees, strong outsourced partners, and a large library of marketable products.

Management believes that Immage Biotherapeutics has a method that allows for the rapid development of key cancer immunotherapy candidates that could be licensed to the biotechnology and pharmaceutical industry, giving them opportunity to develop in vitro proven treatments, establishing credibility of our rapid development model.
8

The Company is proceeding to complete development of its lead pre-IND programs and enter Phase I clinical trials with its first therapeutic candidate.
 
The Company


Immage Biotherapeutics was formed to develop, market, and license its patented immunotherapy candidate for MAGE A (see below). Since the Company will have a small corporate footprint, management anticipates, but cannot guarantee, profitability is expected within three to four years of full operation. The cancer immunotherapy is proving to be a significant platform from which to launch additional product lines targeting cancers.

Through anticipated various agreements with biotechnology and pharmaceutical industry companies, Immage Biotherapeutics, will, we contend, be able to accelerate its entry into the immunotherapy development market. The Company will make a point of aggressively protecting its intellectual property, which is the foundation of the Company. With the use of proven bioinformatics tools, and the candidates constructed, Immage Biotherapeutics will be able to enter the immunotherapy market via licensed agreements and research drug development contracts.

MAGE A (Melanoma Cancer/Testis Antigen
MAGE-A (melanoma-associated antigen-A) gene was originally thought to be silent proteins in normal adult tissue, but is actually expressed in various tumors. The presence of these antigens on tumor cells has been associated with worse prognosis, such as shorter survival rate in cancer patients.
We have determined that (MAGE)-A-derived peptides and small proteins elicit a strong in vitro T-cell response against tumor cells. MAGE-A transcripts are more frequently expressed in breast and prostate carcinomas that can be recognized by autologous CTLs on the surface of tumor cells in association with various classical HLA (human leukocyte antigen) molecules. The HLA system is the locus of genes that encode for proteins on the surface of cells that are responsible for regulation of the immune system in humans.
Because the MAGE-A genes are expressed in a variety of malignant tissues and absent in normal tissues other than the placenta and testis, their tumor-associated expression fusion proteins provide potential implications as targets for active immunotherapy. While the actual functions of these proteins are unknown, specific immunotherapies have already been initiated in melanoma patients by other parties.

Intellectual Property
Immage Biotherapeutics has a provisional patent application for its MAGE A candidate which, we believe, will be converted to a full patent once the in vitro and animal studies are complete. The drug is the result of nearly a decade of significant discovery and development work within the industry.
The Company’s researchers continue to work on this target, enabling continuity of innovation and promoting rapid progress going forward. Immage Biotherapeutics believes there is a strong possibility that new discoveries made by our scientific team and collaborators will be subject to patent protection. In addition to patent protection, Immage Biotherapeutics relies upon proprietary know-how, trade secret rules and regulations, and continuing technological advances to enhance and maintain its competitive position.
9


Therapeutic and Immuno-adjuvant Product Development Programs

Immage Biotherapeutics management plans to focus of the development of immunotherapy first for breast and later prostate cancer.  Immage Biotherapeutics will rely on publicly-raised financing, product sales, interest income, and corporate partnerships to fund its operations and capital expenditures.
The Company’s business focus will be the following areas:
Developing a fusion/hybrid antigen cancer vaccine that would not only be HLA free, but also be effective to all the isomers associated with MAGE A, from 1 to 11.
The identification and development of immunotherapy candidates from our Intellectual Property library for the preparation for human clinical trials using a novel viral vector construct.
 
Marketing and Sales Plan
Immage Biotherapeutics management will create licensing and contract research agreements with established pharmaceutical and biotechnology companies, which are looking for novel cancer therapeutics. Immage Biotherapeutics, we contend, will be able to accelerate its entry into the cancer market. Our breast cancer therapeutic will be a first-to-market drug for immunotherapy.

Management and Organization

We contend that Immage Biotherapeutics ’s management team brings with it the ability to design in vitro trials in coordination with our outsourced partners, monitor the trials, raise necessary funding, and develop new technologies through cutting-edge research and development. In addition, the members of the management team have experience in setting up the necessary infrastructure for early-stage companies that will ultimately make them successful. In the case of Immage Biotherapeutics, we believe both the advisory board and board of directors are exceptional individuals in their respective fields.

Current Undertakings
Immage Biotherapeutics is currently proceeding to:
Develop, characterize, and scale production of a IMT-001 (Immagene ®), a hybrid/fusion protein vaccine for MAGE A;
Complete pre-IND work for IMT-001;
  
Ramp business development efforts aimed at securing strategic partnerships, alliances, and licensees.
 
Immage Biotherapeutics’ Company History
Therefore, the Company intends to enter agreements with drug development partners that are  interested in cutting edge immunotherapies products. Company operations will be designed to increase revenues and maintenance of operating expenses. The Company's management intends to aggressively protect its intellectual property, not only the peptide immunotherapies formulations, but also its trade names. With the peptide immunotherapies formulation, Immage Biotherapeutics will be able to enter the immunotherapies markets and focus on early licensing of our products.
10
Results of Operations

For the Three Months Ended November 30, 2015 and 2014:

For the three-month period ended November 30, 2015 we had no revenue. Expenses for the three-month period ended November 30, 2015, totaled $33,225 resulting in a net loss of $34,026 as compared to a net loss of $8,167 for the three months ended November 30, 2014. The increase in net loss for the three-month period ended November 30, 2015, is a result of professional fees in the amount of $13,429 and office and general expense of $19,796 as compared to professional fees in the amount of $6,890 and office and general expense of $1,277 for the three month period ended November 30, 2014. Our professional fees and selling, general and administrative increased due to the activity involved in acquiring our intellectual property.
 
Capital Resources and Liquidity
 
Our auditors have issued a "going concern" opinion, relative to our annual financial statements for the fiscal year ended August 31, 2015, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. At that time, the Company did not have a source of revenue or assets sufficient to cover its operating costs. However, since that time we raised: (a) $375,000 in proceeds from debt financing; and (b) $1,600 from borrowings from a related party. As of November 30, 2015, we have a total of $383,619 in current assets, which we believe will be sufficient to meet our operating expenses for the next twelve (12) months.
 
As of November 30, 2015, we had $383,619 in cash as compared to $32,678 in cash at August 31, 2015. Prior to November 30, 2015, the Company received $375,000 proceeds from the issuance of a promissory note to a related party. During the period ended November 30, 2015, the Company also received a loan from one of its current officers in the amount of $1,600 as a loan from a current related party and the loan was repaid during the quarter ended November 30, 2015.
 
Off-balance sheet arrangements

Other than the situation described in the section titled Capital Resources and Liquidity, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets
 
Reports to Security Holders
 
We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC").  We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.

The public may read and copy any materials we file with the Securities and Exchange Commission ("SEC").  at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).

11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 13, 2016 Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended November 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties
Item 1A. Risk Factors.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the quarter ended November 30, 2015.
12

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Subsequent to the end of the quarter ended November 30, 2015, the Company and Coventry International Limited, a Hong Kong corporation (“Coventry”), decided to revoke the promissory note of $375,000 dated September 21, 2015, that the Company issued to Coventry (the “Note”). The parties elected that the funds of $375,000 provided by Coventry to the Company would be in satisfaction and completion of that certain Subscription Agreement entered into by and between the Company and Coventry on or about June 10, 2015 (the “Subscription Agreement”), whereby Coventry agreed to purchase a total of 3.6 million shares of the Company’s common stock at a price of $0.125 per share or a total subscription price of $450,000. Per the terms of such Subscription Agreement, Coventry paid $75,000 to the Company on June 22, 2015. The remaining $375,000 was to be provided by Coventry to the Company upon the earlier of: (a) sixty days from the date of the Subscription Agreement; and (b) the Company’s acquisition of a fifty-on percent (51%) interest in the MAGE-A technology from PepVax Inc.

Prior to the payment of the remaining $375,000 by Coventry, the parties agreed that such payment would be in the form of a loan to the Company and the Company issued the Note. On January 18, 2016, the parties agreed to revoke the Note and agreed that a total of 3.6 million shares would be issued to Coventry for the total consideration of $450,000.
Item 6. Exhibits.

3.1
  
Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.
     
3.2
  
Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.
     
10.1
  
Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax, Inc., dated June 4, 2015.*
     
10.2
  
Subscription Agreement between Immage Biotherapeutics Corp. and Coventry International Limited, a Hong Kong corporation, dated July 10, 2015.
     
31.1
  
     
31.2
  
     
32.1
  
     
32.2
  
*     Filed herewith.
 
13

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Immage Biotherapeutics Corp.
(Registrant)
  
       
Date: January 19, 2016
By:
/s/ Mou Zhi Cong  
   
Zhi Cong Mou
  
    Title  
   
President and Director
Principal and Executive Officer
  
 
   
       
Date: January 19, 2016
By:
/s/ Elton F. Norman  
   
Elton F. Norman
  
   
Chief Financial Officer and Director
Principal Financial Officer
  
       
 
 
 
 
 
 
 
 
 
14


Exhibit 31.1

CERTIFICATIONS

I, Zhi Cong Mou, certify that:

1. I have reviewed this quarterly report of Immage Biotherapeutics Corp.;

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 the 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 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 controls and procedures, or caused such disclosure controls and procedures 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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 equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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.



/s/ Zhi Cong Mou
Zhi Cong Mou

President, Secretary Treasurer, Principal Executive Officer,
and Director

Date:  January 19, 2016


Exhibit 31.2

CERTIFICATIONS

I, Elton F. Norman, certify that:

1. I have reviewed this quarterly report of Immage Biotherapeutics Corp.;

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 the 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 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 controls and procedures, or caused such disclosure controls and procedures 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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 equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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.


/s/ Elton F. Norman
Elton F. Norman

Chief Financial Officer,
Principal Financial Officer and Director

Date:  January 18, 2016


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 on Form 10-Q for the period ended November 30, 2015 of Immage Biotherapeutics Corp., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Zhi Cong Mou, President of the Company 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 Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



 /s/ Zhi Cong Mou
Zhi Cong Mou

President, Secretary Treasurer,
Principal Executive Officer, and
Director


Date: January 19, 2016


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 on Form 10-Q for the period ended November 30, 2015 of Immage Biotherapeutics Corp., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Elton F. Norman, Chief Financial Officer of the Company 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 Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



/s/ Elton F. Norman
Elton F. Norman

Chief Financial Officer,
Principal Financial Officer, and
Director


Date: January 19, 2016


v3.3.1.900
Document and Entity Information - shares
 3 Months Ended
Nov. 30, 2015
Jan. 14, 2016
Document And Entity Information    
Entity Registrant Name IMMAGE BIOTHERAPEUTICS CORP.  
Entity Central Index Key 0001564273  
Trading Symbol immg  
Current Fiscal Year End Date --08-31  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   143,144,566
Document Type 10-Q  
Document Period End Date Nov. 30, 2015  
Amendment Flag false  
Document Fiscal Year Focus 2016  
Document Fiscal Period Focus Q1  


v3.3.1.900
BALANCE SHEETS (Unaudited) - USD ($)
Nov. 30, 2015
Aug. 31, 2015
Current Assets    
Cash and cash equivalents $ 383,619 $ 32,678
Prepaid expenses   904
Total Current Assets 383,619 33,582
Equipment, net 38,317 40,370
Intangible assets, net 5,952 6,214
TOTAL ASSETS 427,888 80,166
Current Liabilities    
Accounts payable and accrued liabilities 7,940 3,493
Interest Payable 801  
Loans from related parties 49,409 47,909
Total Current Liabilities 58,150 51,402
Related Party Promissory Note Payable 375,000  
TOTAL LIABILITIES 433,150 51,402
Stockholders' Equity (Deficit)    
Common stock: 200,000,000 authorized; $0.001 par value 143,744,566 shares issued and outstanding, respectively 100,807 100,807
Common stock subscribed   3,000
Additional paid-in capital 14,313 386,313
Subscriptions receivable   (375,000)
Accumulated deficit (120,382) (86,356)
Total Stockholders' Equity (Deficit) (5,262) 28,764
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 427,888 $ 80,166


v3.3.1.900
BALANCE SHEETS (Unaudited) (Parentheticals) - $ / shares
Nov. 30, 2015
Aug. 31, 2015
BALANCE SHEETS    
Common stock, shares authorized 200,000,000 200,000,000
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares issued 143,744,566 143,744,566
Common stock, shares outstanding 143,744,566 143,744,566


v3.3.1.900
STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
 3 Months Ended
Nov. 30, 2015
Nov. 30, 2014
Operating Expenses    
Selling, general and administrative $ 19,796 $ 1,277
Professional 13,429 6,890
Total operating expenses 33,225 8,167
Interest Expense 801  
Net loss $ (34,026) $ (8,167)
Basic and dilutive loss per share (in dollars per share) $ (0.00) $ (0.00)
Weighted average number of shares outstanding (in shares) 143,744,566 100,201,647


v3.3.1.900
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
 3 Months Ended
Nov. 30, 2015
Nov. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net loss $ (34,026) $ (8,167)
Adjustment to reconcile net loss to net cash used in operating activities    
Amortization and depreciation expenses 2,315  
Prepaid expenses 904  
Accounts payable and accrued liabilities 4,447 5,849
Interest payable 801  
NET CASH USED IN OPERATING ACTIVITIES (25,559) (2,318)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Proceeds from promissory note 375,000  
Borrowings from related parties 1,600  
Repayment to related parties (100)  
NET CASH PROVIDED BY FINANCING ACTIVITIES 376,500  
Net increase (decrease) in cash and cash equivalents 350,941 (2,318)
Cash and cash equivalents, beginning of period 32,678 2,342
Cash and cash equivalents, end of period $ 383,619 $ 24
Supplemental cash flow information    
Cash paid for interest
Cash paid for taxes
Non-cash transactions:    
Common shares subscribed - cancelled $ 375,000  


v3.3.1.900
NATURE OF OPERATIONS
 3 Months Ended
Nov. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS
NOTE 1 – NATURE OF OPERATIONS
 
Immage Biotherapeutics (the “Company”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31, 2015.
 
Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.


v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Nov. 30, 2015
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KT for the year ended August 31, 2015 filed with the Securities and Exchange Commission on November 3, 2015.


v3.3.1.900
GOING CONCERN
 3 Months Ended
Nov. 30, 2015
Going Concern [Abstract]  
GOING CONCERN
NOTE 3 – GOING CONCERN
 
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $325,469, and accumulated deficit of $120,382. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
 
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 in existence.
 
The officers and directors have committed to advancing certain operating costs of the Company.


v3.3.1.900
CAPITAL STOCK
 3 Months Ended
Nov. 30, 2015
Stockholders' Equity Note [Abstract]  
CAPITAL STOCK
NOTE 4 – CAPITAL STOCK
 
The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.
 
On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder purchased 3,600,000 common shares for $0.125 per share.  On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining 3,000,000 common shares were recorded as common stock subscribed, and remain unchanged as at November 30, 2015. On September 21, 2015, the Company cancelled this transaction and entered into a promissory note with the major shareholder. (see Notes 5 and 6)
 
As of November 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.


v3.3.1.900
LOAN PAYABLE - RELATED PARTY LOANS
 3 Months Ended
Nov. 30, 2015
Related Party Transactions [Abstract]  
LOAN PAYABLE - RELATED PARTY LOANS
NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS
  
During the period ended November 30, 2015, the Company borrowed $1,600 from related parties,  of which $100 was repaid during the period.
 
As of November 30, 2015, the Company owes a related party $49,409, an increase of $1,500 from the November 30, 2014 balance of $47,909. The balances are non-interest bearing and due on demand.
 
On September 21, 2015, a major shareholder loaned the Company $375,000 by way of a promissory note.  The promissory note matures on December 31, 2017, and bears interest at a rate of 2% per annum compounding quarterly.  No payments are required until December 31, 2017. Balance as of November 30, 2015 is $375,000 and interest payable is $801.


v3.3.1.900
SUBSEQUENT EVENTS
 3 Months Ended
Nov. 30, 2015
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 6 – SUBSEQUENT EVENTS
 
On December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of $24,000 and annual compensation of $15,000 paid in monthly instalments. In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones.
 
On January 18, 2016, the Company and a major shareholder decided to revoke the promissory note of $375,000 dated September 21, 2015. The parties elected that the funds of $375,000 provided by the major shareholder to the Company would be in satisfaction and completion of the subscription agreement entered into on June 8, 2015. Upon revocation of the promissory note it was agreed upon to issue a total of 3,600,000 shares for the total consideration of $450,000.


v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Nov. 30, 2015
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
 
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KT for the year ended August 31, 2015 filed with the Securities and Exchange Commission on November 3, 2015. 


v3.3.1.900
GOING CONCERN (Detail Textuals) - USD ($)
Nov. 30, 2015
Aug. 31, 2015
Going Concern [Abstract]    
Working capital $ 325,469  
Accumulated deficit $ (120,382) $ (86,356)


v3.3.1.900
CAPITAL STOCK (Detail Textuals) - USD ($)
 1 Months Ended
Jun. 08, 2015
Jun. 22, 2015
Nov. 30, 2015
Aug. 31, 2015
Stockholders' Equity Note [Abstract]        
Common stock, shares authorized     200,000,000 200,000,000
Common stock, par value (in dollars per share)     $ 0.001 $ 0.001
Subscription Agreement | Major Shareholders        
Capital Stock        
Number of common shares issued under the agreement 3,600,000 600,000    
Share price (in dollars per share) $ 0.125      
Value received for issuance of shares   $ 75,000    
Common stock subscribed     3,000,000  


v3.3.1.900
LOAN PAYABLE - RELATED PARTY LOANS (Detail Textuals) - USD ($)
 3 Months Ended
Nov. 30, 2015
Sep. 21, 2015
Aug. 31, 2015
Nov. 30, 2014
Related Party Transaction [Line Items]        
Borrowings from related parties $ 1,600      
Repayment to related parties 100      
Amount owing to related party 49,409   $ 47,909 $ 47,909
Amount owing to related party increases 1,500      
Advance from major shareholder 375,000      
Interest payable $ 801      
Promissory note        
Related Party Transaction [Line Items]        
Advance from major shareholder   $ 375,000    
Promissory note interest rate   2.00%    


v3.3.1.900
SUBSEQUENT EVENTS (Detail Textuals) - Subsequent Event - USD ($)
 2 Months Ended
Dec. 10, 2015
Jan. 18, 2016
Subsequent Event [Line Items]    
Consulting and development service fee $ 24,000  
Annual compensation paid in monthly instalments $ 15,000  
Major Shareholder    
Subsequent Event [Line Items]    
Revocation of promissory note   $ 375,000
Number of shares issued upon revocation of promissory note   3,600,000
Consideration for revocation of promissory note   $ 450,000
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