IGNE IGENE Biotechnology Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2010

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

For the transition period from ___________ to _____________

Commission file number 000-15888

 Maryland 52-1230461
________________________________________ ____________________
(State or other jurisdiction of (I.R.S. Employer
 incorporation or organization) Identification No.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant 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 [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

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

FORM 10-Q
IGENE Biotechnology, Inc.

INDEX

PART I - FINANCIAL INFORMATION

 Page

 Consolidated Balance Sheets ................................... 1

 Consolidated Statements of Operations (Unaudited) ............. 2

 Consolidated Statement of Stockholders' Deficiency (Unaudited). 3

 Consolidated Statements of Cash Flows (Unaudited) ............. 4

 Notes to Consolidated Financial Statements (Unaudited) ........ 5-7

 Management's Discussion and Analysis of Financial
 Conditions and Results of Operations .......................... 8-12

 Controls and Procedures ....................................... 13

PART II - OTHER INFORMATION .................................. 14-15

SIGNATURES ......................................................... 16

EXHIBIT INDEX ...................................................... 17

IGENE BIOTECHNOLOGY, INC. QUARTERLY REPORT

UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Item 1. Financial Statements

 IGENE Biotechnology, Inc. and Subsidiary
 Consolidated Balance Sheets

 September 30, December 31,
 2010 2009
 _______________ _______________
 (Unaudited)
ASSETS
CURRENT ASSETS
 Cash and cash equivalents $ 269,290 $ 1,295,222
 Accounts receivable 1,929 1,929
 Due from Naturxan 2,170,433 2,318,085
 Prepaid expenses and other current assets 76 44,452
 _______________ _______________
 TOTAL CURRENT ASSETS 2,441,728 3,659,688

 Property and equipment, net 746,964 852,894
 5 year non-compete, net 69,289 92,386
 Intellectual property 149,670 149,670
 Other assets 5,125 5,125
 _______________ _______________
 TOTAL ASSETS $ 3,412,776 $ 4,759,763
 =============== ===============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
 Accounts payable and accrued expenses $ 517,118 $ 465,405
 Guarantee in debt of Naturxan 1,612,500 1,094,502
 _______________ _______________
 TOTAL CURRENT LIABILITIES 2,129,618 1,559,907

LONG-TERM DEBT
 Notes payable 363,874 363,874
 Contingent liability on joint venture separation 5,000,000 5,000,000
 Accrued interest 359,299 338,059

REDEEMABLE PREFERRED STOCK
 Carrying amount of redeemable preferred stock, 8% cumulative,
 convertible, voting, series A, $0.01 par value per share.
 Stated value $22.08 and $21.60, respectively. Authorized
 1,312,500 shares; issued and outstanding 11,134 shares. 245,839 240,494
 _______________ _______________
 TOTAL LIABILITIES 8,098,630 7,502,334
 _______________ _______________

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
 Common stock --- $0.01 par value per share. Authorized
 3,000,000,000 shares; issued and outstanding 1,565,404,297
 shares and 1,560,404,297 shares, respectively. 15,654,043 15,604,043
 Additional paid-in capital 34,466,645 34,466,645
 Accumulated deficit (54,859,011) (52,871,515)
 Other comprehensive income 52,469 58,256
 _______________ _______________
 TOTAL STOCKHOLDERS' DEFICIENCY (4,685,854) (2,742,571)
 _______________ _______________

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,412,776 $ 4,759,763
 =============== ===============




The accompanying notes are an integral part of the financial statements.

 IGENE Biotechnology, Inc. and Subsidiary
 Consolidated Statements of Operations
 (Unaudited)


 Three months ended Nine months ended
 ____________________________ ____________________________
 September 30, September 30, September 30, September 30,
 2010 2009 2010 2009
 _____________ _____________ _____________ _____________
REVENUE
_______
 Sales $ --- $ 1,115,789 $ --- $ 3,953,099
 Cost of sales --- 461,471 --- 2,978,383
 _____________ _____________ _____________ _____________

GROSS PROFIT --- 654,318 --- 974,716

LOSS OF JOINT VENTURE (530,061) (420,342) (1,618,782) (978,428)
 _____________ _____________ _____________ _____________

OPERATING EXPENSES
__________________
 Marketing and selling 79,553 97,780 431,460 284,164
 Research and development 527,646 442,334 1,510,452 1,320,849
 General and administrative 61,973 162,070 214,541 644,229
 Operating expenses reimbursed by Joint Venture (573,731) (619,419) (1,786,782) ---
 _____________ _____________ _____________ _____________

 TOTAL OPERATING EXPENSES 95,441 82,765 369,671 722,986
 _____________ _____________ _____________ _____________

 OPERATING PROFIT (LOSS) (625,502) 151,211 (1,988,453) (726,698)


OTHER INCOME 8,500 --- 22,292 1,026,642

INTEREST EXPENSE (10,234) (36,403) (21,335) (54,304)
 _____________ _____________ _____________ _____________

 NET INCOME (LOSS) $ (627,236) $ 114,808 $ (1,987,496) $ 245,640
 _____________ _____________ _____________ _____________

OTHER COMPREHENSIVE INCOME (LOSS)

 Foreign exchange translation 2,502 (8,716) (5,787) 57,370


TOTAL COMPREHENSIVE INCOME (LOSS) $ (624,734) $ 106,092 $ (1,993,283) $ 303,010
 ============= ============= ============= =============

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE $ (0.00) $ (0.00) $ 0.00 $ 0.00
 ============= ============= ============= =============


WEIGHTED AVERAGE SHARES OUTSTANDING 1,565,404,297 1,553,572,701 1,564,488,546 1,530,321,918
 ============= ============= ============= =============




The accompanying notes are an integral part of the financial statements.

 IGENE Biotechnology, Inc. and Subsidiary
 Consolidated Statement of Stockholders' Deficiency
 (Unaudited)



 Additional Other Total
 Common Stock Paid-in Accumulated Comprehensive Stockholders'
 (shares/amount) Capital Deficit Income Deficiency
 __________________________ ___________ ______________ ______________ ______________
Balance at January 1, 2010 1,560,404,297 $15,604,043 $34,466,645 $ (52,871,515) $ 58,256 $ (2,742,571)

Shares issued for services 5,000,000 50,000 --- --- --- 50,000

Loss due to currency translation --- --- --- --- (5,787) (5,787)

Net loss for the nine months
 ended September 30, 2010 --- --- --- (1,987,496) --- (1,987,496)
 _____________ ___________ ___________ ______________ ______________ ______________

Balance at September 30, 2010 1,565,404,297 $15,654,043 $34,466,645 $ (54,859,011) $ 52,469 $ (4,685,854)
 ============= =========== =========== ============== ============== ==============



The accompanying notes are an integral part of the financial statements.

 IGENE Biotechnology, Inc. and Subsidiary
 Consolidated Statements of Cash Flows
 (Unaudited)

 Nine months ended
 ______________________________
 September 30, September 30,
 2010 2009
 _____________ _____________
Cash flows from operating activities
 Net income (loss) $ (1,987,496) $ 245,640
 Adjustments to reconcile net income (loss) to net cash provided
 by (used in) operating activities:
 Depreciation 113,043 124,774
 Increase in preferred stock for cumulative dividends
 classified as interest 5,344 5,336
 Advances to Joint Venture (953,132) (302,188)
 Shares issued for services 50,000 ---
 Amortization of customer contracts and non-compete 23,097 23,097
 Loss of Joint Venture 1,618,782 978,428
 Gain on forgiveness of debt --- (1,025,741)

 Decrease (increase) in:
 Accounts receivable --- 1,012,165
 Inventory --- 2,398,521
 Prepaid expenses and other current assets 44,376 (3,309)

 Increase (decrease) in:
 Accounts payable and accrued expenses 72,954 (2,884,801)
 _____________ _____________

 Net cash provided by (used in) operating activities (1,013,032) 571,920
 _____________ _____________

Cash flows from investing activities
 Purchase of equipment (7,461) (195,863)
 Sale of equipment 348 ---
 _____________ _____________

 Net cash used in investing activities (7,113) (195,863)
 _____________ _____________

Cash flows from financing activities
 Net cash provided by financing activities --- ---
 _____________ _____________

Gain (loss) due to currency translation (5,787) 57,370

Net increase (decrease) in cash and cash equivalents (1,025,932) 433,427

 Cash and cash equivalents at beginning of period 1,295,222 1,488,011
 _____________ _____________

 Cash and cash equivalents at end of period $ 269,290 $ 1,921,438
 ============= =============

Supplementary disclosure and cash flow information
__________________________________________________

Cash paid for interest $ --- $ ---
Cash paid for income taxes --- ---

See Note (4) for non-cash investing and financing activities.



The accompanying notes are an integral part of the financial statements.

IGENE Biotechnology, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

(1) Unaudited Consolidated Financial Statements

The September 30, 2010, consolidated financial statements presented herein are unaudited, and in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows. Such financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America. This Quarterly Report on Form 10-Q should be read in conjunction with the Annual Report on Form 10-K for IGENE Biotechnology, Inc. ("Igene" or the "Company") for the year ended December 31, 2009. The December 31, 2009, consolidated balance sheet is derived from the audited balance sheet included therein.

(2) Nature of Operations

Igene was incorporated in the State of Maryland on October 27, 1981, to develop, produce and market value-added specialty biochemical products. Igene is a supplier of natural astaxanthin, an essential nutrient in different feed applications and a source of pigment for coloring farmed salmon species. Igene is also venturing to supply astaxanthin as a nutraceutical ingredient. Igene is focused on research and development in the areas of fermentation technology, nutrition and health and the marketing of products and applications worldwide. Igene is the developer of Aquasta(R), a natural astaxanthin product made from yeast, which is used as a source of pigment for coloring farmed salmonids.

Igene has devoted its resources to the development of proprietary processes to convert selected agricultural raw materials or feedstocks into commercially useful and cost effective products for the food, feed, flavor and agrochemical industries. In developing these processes and products, Igene has relied on the expertise and skills of its in-house scientific staff and, for special projects, various consultants.

In 2000, Igene formed a wholly-owned subsidiary, Igene Chile Comercial, Ltda., in Chile. The subsidiary has a sales and customer service office in Puerto Varas, Chile, and a product warehouse in Puerto Montt, Chile.

In an effort to develop a dependable source of production, on March 19, 2003, Tate & Lyle PLC ("Tate") and Igene announced a 50:50 joint venture to produce Aquasta(R) for the aquaculture industry, which we refer to as the "Joint Venture." Production utilized Tate's fermentation capability together with the unique technology developed by Igene. Part of Tate's existing citric acid facility located in Selby, England, was modified to include the production of this product. Tate's investment of approximately $24,600,000 included certain of its facility assets that were used in citric acid production. Igene's contribution to the Joint Venture, including its intellectual property and its subsidiary in Chile, was valued by the parties as approximately equal to Tate's contribution. For accounting purposes, Igene's accounting contribution was valued at zero.

On October 31, 2007, Igene and Tate entered into a Separation Agreement pursuant to which the Joint Venture Agreement was terminated. As part of the Separation Agreement, Igene sold to Tate its 50% interest in the Joint Venture and the Joint Venture sold to Igene its intellectual property, inventory and certain assets and lab equipment utilized by the Joint Venture, as well as Igene's subsidiary in Chile. The purchase price paid by Tate to Igene for its 50% interest in the Joint Venture was 50% of the Joint Venture's net working capital. The purchase price paid by Igene for the inventory was an amount equal to 50% of the Joint Venture's net working capital, the assumption of various liabilities and the current market price of the inventory, less specified amounts. In addition, Igene agreed to pay to Tate an amount equal to 5% of Igene's gross revenues from the sale of astaxanthin up to a maximum of $5,000,000. Tate agreed for a period of five years not to engage in the astaxanthin business.

On January 8, 2009, Igene entered into an agreement with Archer-Daniels-Midland Company ("ADM") pursuant to which the Company and ADM formed a joint venture (the "ADM JV") to manufacture and sell astaxanthin and derivative products throughout the world. Each of the Company and ADM has a 50% ownership interest in the ADM JV and has equal representation on the Board of Managers of the ADM JV.

IGENE Biotechnology, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

(continued)

(3) Noncash Investing and Financing Activities

During the nine months ended September 30, 2010 and 2009, the Company recorded in each quarter dividends in arrears on 8% redeemable preferred stock accumulating at $.16 per share aggregating to $5,344 and $5,336, respectively.

(4) Stockholders' Deficiency

As of September 30, 2010, 22,268 shares of authorized but unissued common stock were reserved for issue upon conversion of the Company's outstanding preferred stock.

As of September 30, 2010, 656,428 shares of authorized but unissued common stock were reserved for the exercise of outstanding warrants.

(5) Basic and Diluted Net Loss per Common Share

Basic and diluted net loss per common share for the three- month period ended September 30, 2010 and 2009, are based on 1,565,404,297 and 1,553,572,701, respectively, of weighted average common shares outstanding. Basic and diluted net loss per common share for the nine-months ended September 30, 2010 and 2009, are based on 1,564,488,546 and 1,530,321,918, respectively, of weighted average common shares outstanding. No adjustment has been made for any common stock equivalents outstanding because their effects would be antidilutive. As of September 30, 2010 and 2009, potentially dilutive shares totaled 1,566,082,993 and 1,561,082,993, respectively.

(6) Going Concern

Igene has incurred net losses in each year of its existence, aggregating approximately $54,859,000 from inception to September 30, 2010 and as of September 30, 2010, Igene's liabilities exceeded its assets by approximately $4,686,000. These factors indicate that Igene may not be able to continue in existence unless it is able to raise additional capital and attain profitable operations.

On January 8, 2009, Igene entered into an agreement with Archer-Daniels-Midland Company ("ADM") pursuant to which the Company and ADM formed the ADM JV to manufacture and sell astaxanthin and derivative products throughout the world. Each of the Company and ADM has a 50% ownership interest in the ADM JV and has equal representation on the Board of Managers of the ADM JV.

(7) Naturxan LLC

ADM has provided a working line of credit to the ADM JV bearing interest at the rate of 4% in excess of the one year LIBOR. As part of the ADM JV agreement both Igene and ADM agreed to provide a Guarantee for 50% of the indebtedness of the new venture Naturxan, LLC, up to $1,612,500. The $2,170,433 due from Naturxan is for services provided by Igene to the ADM JV. Excess losses over the Guarantee have been offset against these service fees. These fees are payable within 30 days of the receipt of the invoice. Unpaid invoices will accrue interest at the six month LIBOR.

Manufacturing is underway at the ADM facility. Management expects continued dependable production. As of the end of the third quarter of 2010, Igene has not made an investment in the ADM JV.

IGENE Biotechnology, Inc. and Subsidiary

Notes to Consolidated Financial Statements

(Unaudited)

(continued)

(8) Forgiveness of Debt

The September 30, 2009 financials reflect the recording of a gain of $1,025,741. This is a one-time occurrence related to a liability recorded in a prior period related to the termination of the Joint Venture with Tate & Lyle. On February 26, 2009, Igene signed a settlement agreement of past obligations and made a final payment to Tate & Lyle in the amount of $714,227. At the termination of the Joint Venture, Igene recorded liabilities of $890,000 for payments of past payables of the Joint Venture as well as $51,000 for costs related to collection of receivables of the Joint Venture. The expense was recorded when it was thought Igene could be liable for such amount. Apart from the $5,000,000 liability related to future revenue (see Note 2), Igene has fulfilled all of its payment obligations to Tate & Lyle.

(9) Issuance of Restricted Shares

On June 16, 2009, the Board of Directors of Igene approved a repurchase of all outstanding employee stock options and warrants. It was agreed to repurchase 51,425,000 options and warrants, using 41,900,456 shares of restricted stock. Holders of options and warrants were contacted and agreements were reached. On July 16, 2009, shares were issued and options and warrants were cancelled.

The Company's Compensation Committee and Board of Directors recommended the issuance of 5,000,000 shares of Common Stock of Igene Biotechnology, Inc. (par value $.01 per share), at $.01 per share, the market price on February 19, 2010 to its Manufacturing Consultant, Joseph Downs, in recognition for his work in helping to facilitate the production process at the new facility. These shares were issued in the first quarter of 2010, and they were expensed as part of marketing and selling expense in the period.

IGENE Biotechnology, Inc. and Subsidiary

Management's Discussion and Analysis of Financial Condition and Results of Operations

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

CAUTIONARY STATEMENTS FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

EXCEPT FOR HISTORICAL FACTS, ALL MATTERS DISCUSSED IN THIS REPORT, WHICH ARE FORWARD LOOKING, INVOLVE A HIGH DEGREE OF RISK AND UNCERTAINTY. CERTAIN STATEMENTS IN THIS REPORT SET FORTH MANAGEMENT'S INTENTIONS, PLANS, BELIEFS, EXPECTATIONS OR PREDICTIONS OF THE FUTURE BASED ON CURRENT FACTS AND ANALYSES. WHEN WE USE THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE," "ESTIMATE," "INTEND" OR SIMILAR EXPRESSIONS, WE INTEND TO IDENTIFY FORWARD-LOOKING STATEMENTS. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH STATEMENTS, DUE TO A VARIETY OF FACTORS, RISKS AND UNCERTAINTIES. POTENTIAL RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, COMPETITIVE PRESSURES FROM OTHER COMPANIES WITHIN THE BIOTECH AGRICULTURE AND AQUACULTURE INDUSTRIES, ECONOMIC CONDITIONS IN THE COMPANY'S PRIMARY MARKETS, EXCHANGE RATE FLUCTUATIONS, REDUCED PRODUCT DEMAND, INCREASED COMPETITION, INABILITY TO PRODUCE REQUIRED CAPACITY, UNAVAILABILITY OF FINANCING, GOVERNMENT ACTION, WEATHER CONDITIONS AND OTHER UNCERTAINTIES, INCLUDING THOSE DETAILED IN "RISK FACTORS" THAT ARE INCLUDED FROM TIME-TO-TIME IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS. THE COMPANY ASSUMES NO DUTY TO UPDATE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS.

Critical Accounting Policies

Except as otherwise provided herein, the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (or "GAAP") requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. The following are critical accounting policies important to our financial condition and results of operations presented in the financial statements and require management to make judgments and estimates that are inherently uncertain:

The inventories are stated at the lower of cost or market. Cost is determined using a weighted-average approach, which approximates the first-in first-out method. If the cost of the inventories exceeds their expected market value, provisions are recorded for the difference between the cost and the market value. Inventories consist of currently marketed products.

Revenue from product sales are recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable, and collectability is reasonably assured. Allowances are established for estimated uncollectible amounts, product returns and discounts.

The Joint Venture and the ADM Joint Venture was accounted for under the equity method of accounting as Igene has a 50% ownership interest.

Igene will recognize the loss of the ADM Joint Venture beyond the investment and advances to the ADM Joint Venture, to the point Igene maintains guarantees in the debt of the ADM Joint Venture.

IGENE Biotechnology, Inc. and Subsidiary

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Sales and other revenue

For the quarter ended September 30, 2009, Igene recorded sales in the amounts of $1,115,789. For the nine months ended September 30, 2009, Igene recorded sales in the amounts of $3,953,099. Sales had been limited in past years due to insufficient production quantity and limited in the current period as source of production is being developed and production begins in the new ADM JV. Management believes that this new ADM JV will provide saleable product that will allow Igene to be competitive in the market place and allow for increased sales in the future, though no assurances can be provided in this matter. All future sales of the ADM JV product will be recorded through the ADM JV.

Cost of sales and gross profit

For the quarter ended September 30, 2009, Igene recorded cost of sales in the amount of $461,471. This resulted in a gross profit of $654,318, or 59%. For the nine months ended September 30, 2009, Igene recorded cost of sales in the amount of $2,978,383, or 38%. This resulted in a gross profit of $974,716, or 25%. The gross profit is due mainly to the discount in which the product was purchased at the conclusion of the Joint Venture with Tate & Lyle. As with sales, with the termination of the Joint Venture with Tate & Lyle, there can be no assurance of the continued dependability of production. Sales had been limited in past years due to insufficient production quantity and limited in the current period as a source of production is being developed and production begins in the new ADM JV. Management believes that this new ADM JV will provide salable product that will allow Igene to be competitive in the market place and allow for increased sales in the future, though no assurances can be provided in this matter. As a result, future cost of sales is expected to increase as a new source of production is developed. All future cost of sales on the ADM JV product will be recorded through the ADM JV.

Loss from Joint Venture with Archer-Daniels-Midland-Company

For the quarter ended September 30, 2010, Igene recorded a loss from the ADM JV of $530,061. For the nine months ended September 30, 2010, Igene recorded a loss from the ADM JV of $1,618,782. On January 8, 2009, Igene entered into an agreement with Archer-Daniels-Midland Company ("ADM") pursuant to which the Company and ADM formed a joint venture (the "ADM JV") to manufacture and sell astaxanthin and derivative products throughout the world. Each of the Company and ADM has a 50% ownership interest in the ADM JV and has equal representation on the Board of Managers of the ADM JV.

The new ADM JV began selling product in the third quarter of 2009. For the nine months ended September 30, 2010, revenues from sales of product were $7,732,443. Cost of sales for the nine month period ended September 30, 2010 were $7,533,201, resulting in a gross profit of $199,242, or 3%. Expenses recorded by the ADM JV were $3,436,805 resulting in a net loss of $3,237,563 for the nine months ended September 30, 2010. Igene's 50% interest resulted in the $1,618,782 loss recorded. Management believes that this new ADM JV will provide saleable product that will allow Igene to be competitive in the market place and allow for increased sales in the future, though no assurances can be provided in this matter.

Marketing and selling expenses

For the quarters ended September 30, 2010 and 2009, Igene recorded marketing and selling expense in the amount of $79,553 and $97,780, respectively, a decrease of $18,227 or 19%. For the nine months ended September 30, 2010 and 2009, Igene recorded marketing and selling expense in the amount of $431,460 and $284,164, respectively, an increase of $147,296 or 52%. With the creation of the ADM JV, responsibility for the marketing and selling function is being assumed by the Joint Venture. With the transfer of sales activity to the ADM JV, portions of the Igene sales and marketing operations are being discontinued. This has pushed these costs to the first half of the year and it is expected to normalize throughout the year. It is expected that marketing and selling will continue to fluctuate as activities continue in order to maintain customer base through period of development. However, no assurances can be made with regard to a new source of production or the maintenance of the customer base. Expenses are expected to be funded by the new ADM JV and cash flows from operations, to the extent available for such purposes. During the nine months ended September 30, 2010, $231,330 of the marketing cost was reimbursed by the ADM JV.

IGENE Biotechnology, Inc. and Subsidiary

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Research, development and pilot plant expenses

For the quarters ended September 30, 2010 and 2009, Igene recorded research and development costs in the amount of $527,646 and $442,334, respectively, an increase of $85,312 or approximately 19%. For the nine months ended September 30, 2010 and 2009, Igene recorded research and development costs in the amount of $1,510,452 and $1,320,849, respectively, an increase of $189,603 or 14%. Research and development costs have increased as Igene works to support new uses for its product. It is expected these costs will remain at these current increased levels in support of increasing the efficiency of the manufacturing process through experimentation in the Company's pilot plant, developing higher yielding strains of yeast and other improvements in the Company's Aquasta(R) technology as it prepares to begin production in the new facility. Expenses are expected to be funded by the new ADM JV and cash flows from operations, to the extent available for such purposes. During the nine months ended September 30, 2010, all of the research and development cost was reimbursed by the ADM JV.

General and administrative expenses

General and administrative expenses for the quarter ended September 30, 2010 and 2009 were $61,973 and $162,070, respectively, a decrease of $100,097 or 62%. General and administrative expenses for the nine months ended September 30, 2010 and 2009 were $214,541 and $644,229, respectively, a decrease of $429,688 or 67%. These costs are expected to remain at such reduced levels. As the ADM JV continues to develop, a greater amount of the time, effort and processes will take place within the ADM JV and, as such, the ADM JV will continue to absorb portions of the operation no longer required at Igene. Additionally, Igene and the ADM JV have worked to reduce overhead expenses and direct such savings to research and development efforts. A small portion of this remaining expense is expected to be covered by the ADM JV, but the majority of these expenses will need to be funded by cash flows from operations, to the extent available for such purposes. $45,000 of the 2010 general and administrative cost was reimbursed by the ADM JV.

Expenses reimbursed by Joint Venture

As part of the ADM JV agreement, a portion of costs incurred by Igene related to production, research and development, those related to the marketing of Aquasta(R), as well as those expenditures related to general and administrative functions of the ADM JV are considered expenditures of the ADM JV and therefore will be reimbursed by the ADM JV. For the nine months ended September 30, 2010, the ADM JV reimbursed Igene $1,786,782, $1,510,452 for research and development expenditures, $231,330 for marketing expenditures, and $45,000 for general and administrative expenditures.

Other income

Igene had other income for the nine months ended September 30, 2009 of $1,026,642. Of this amount, $1,025,741 is a one-time occurrence related to a liability recorded in a prior period related to the termination of the Joint Venture with Tate & Lyle. On February 26, 2009, Igene signed a settlement agreement of past obligations and made a final payment to Tate & Lyle in the amount of $714,227. At the termination of the Joint Venture, Igene recorded liabilities of $890,000 for payments of past payables of the Joint Venture as well as $51,000 for costs related to collection of receivables of the Joint Venture. The expense was recorded when it was thought Igene could be liable for it, but with the exception of the $5,000,000 liability related to future revenue (see Note 2), Igene has settled its debt to Tate & Lyle.

IGENE Biotechnology, Inc. and Subsidiary

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Interest expense

Interest expense for the quarters ended September 30, 2010 and 2009 was $10,234 and $36,403, respectively, a decrease of $26,169 or 72%. For the nine months ended September 30, 2010 and 2009, interest expense was $21,335 and $54,304, respectively, a decrease of $32,969 or 61%. This interest expense (net of interest income) is attributable to Igene's long-term financing from its directors and other stockholders and interest on Igene's subordinated and convertible debentures.

Net loss and basic and diluted net loss per common share

As a result of the foregoing, the Company recorded comprehensive loss of $624,734 and comprehensive income of $106,092, respectively, for the quarters ended September 30, 2010 and 2009. This represents loss of $0.00 and income of $0.00 per basic and diluted common share in each of the quarters ended September 30, 2010 and 2009, respectively. The Company reported comprehensive loss of $1,993,283 and comprehensive income of $303,010, respectively, for the nine months ended September 30, 2010 and 2009. This represents loss of $0.00 and income of $0.00 per basic and diluted common share in each of the nine months ended September 30, 2010 and 2009, respectively. The weighted average number of shares of common stock outstanding of 1,565,404,297 and 1,553,572,701 for the quarters ended September 30, 2010 and 2009, respectively, has increased by 11,831,596 shares. The weighted average number of shares of common stock outstanding of 1,564,488,546 and 1,530,321,918 for the nine months ended September 30, 2010 and 2009, respectively, has increased by 34,166,628 shares. The increase in outstanding shares resulted mainly from the shares issued in connection with the repurchase of employee stock options, and shares issued for services by Igene's manufacturing consultant (note 9).

During the nine months ended September 30, 2010 and 2009, in addition to the matters previously discussed, the following actions also materially affected the Company's financial position:

o For 2010 most operating activity occurred as a result of activity related to the ADM JV, cash position decreased by $1,013,032 during the nine months ended September 30, 2010, the leading factor in this was advances to the ADM JV of $953,132, decreases in prepaid expenses and other assets and increases in accounts payable combined to offset this by $117,330; and,

o Decreases in inventory for the nine months ended September 30, 2009 of $2,398,521 and accounts receivable of $1,012,165 were a source of cash, offset by funds used to decrease accounts payable and accrued expenses by $2,884,801; and

o The carrying value of redeemable preferred stock was increased and interest expense recorded in the amount of $5,344 and $5,336 in 2010 and 2009, respectively, reflecting cumulative unpaid dividends on redeemable preferred stock.

In December 1988, as part of an overall effort to contain costs and conserve working capital, Igene suspended payment of the quarterly dividend on its preferred stock. Resumption of the dividend will require significant improvements in cash flow. Unpaid dividends cumulate for future payment or addition to the liquidation preference or redemption value of the preferred stock. As of September 30, 2010, total dividends in arrears on Igene's preferred stock total $156,767 ($14.08 per share) and are included in the carrying value of the redeemable preferred stock.

IGENE Biotechnology, Inc. and Subsidiary

Management's Discussion and Analysis of Financial Condition and Results of Operations

(Continued)

Historically, Igene has been funded primarily by equity contributions and loans from stockholders. As of September 30, 2010, Igene had working capital of $312,110, and cash and cash equivalents of $269,290.

Cash used in operating activities during the nine-month period ended September 30, 2010 equaled $1,013,032 as compared to cash provided by operating activities of $571,920 for the nine- month period ended September 30, 2009.

Cash used in investing activities during the nine-month period ended September 30, 2010 and 2009 equaled $7,112 and $195,863, respectively, resulting from the purchase and sale of equipment and advances to the ADM JV.

No cash was used or provided by financing activities during the first nine months of 2010 or 2009.

Over the next twelve months, Igene believes it will need additional working capital. Part of this funding is expected to be received from sales of Aquasta(R), resulting in increased cash. Additional funding is expected through the ADM JV reimbursement of expenses. There will be additional delay betwee the commencement of production and the receipt of proceeds from any sale of such product. However, there can be no assurance that projected cash from sales, or additional funding, will be sufficient for Igene to fund its continued operations.

The Company does not believe that inflation had a significant impact on its operations during the nine-month periods ended September 30, 2010 and 2009.

There have been no material changes in the risks related to off-balance sheet arrangements since the Company's disclosure in its Annual Report on Form 10-K for the year ended December 31, 2009.

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 Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to provide the information required under this item.

IGENE Biotechnology, Inc. and Subsidiary
Controls and Procedures

Item 4. Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will guaranty the prevention of any error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Igene is undertaking to improve its internal control over financial reporting and improve its disclosure controls and procedures. As of December 31, 2009, we had identified the following material weaknesses which still exist as of September 30, 2010 and through the date of this report.

1. As of September 30, 2010, we did not maintain effective controls over the control environment. Specifically, we have not formally adopted a written code of business conduct and ethics that governs the Company's employees, officers and directors. Additionally, we have not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an independent audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2. As of September 30, 2010, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

3. As of September 30, 2010, we did not maintain effective controls over equity transactions. Specifically, controls were not designed and in place to ensure that equity transactions were properly reflected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

IGENE Biotechnology, Inc. and Subsidiary

PART II
OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which Igene is a party or to which any of Igene's properties are subject; nor are there pending material bankruptcy, receivership or similar proceedings with respect to Igene; nor are there material proceedings pending or known to be contemplated by any governmental authority; nor are there material proceedings known to Igene, pending or contemplated, in which any of Igene's directors, officers, affiliates or any principal security holders, or any associate of any of the foregoing, is a party or has an interest adverse to us.

Item 1A. Risk Factors

The Company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

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

None.

Item 3. Defaults Upon Senior Securities

In December 1988, as part of an overall effort to contain costs and conserve working capital, Igene suspended payment of the quarterly dividend on its preferred stock. Resumption of the dividend will require significant improvements in cash flow. Unpaid dividends cumulate for future payment or addition to the liquidation preference or redemption value of the preferred stock. As of September 30, 2010, total dividends in arrears on Igene's preferred stock total $156,767 ($14.08 per share) and are included in the carrying value of the redeemable preferred stock.

Item 4. Removed and Reserved

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT DESCRIPTION
NO.

3.1 Articles of Incorporation of the Registrant, as amended as of November 17, 1997, constituting Exhibit 3.1 to the Registration Statement No. 333- 41581 on Form SB-2 filed with the SEC on December 5, 1997, are hereby incorporated by reference.

3.2 Articles of Amendment to Articles of Incorporation of the Registrant, constituting Exhibit 3.1(b) to the Registration Statement No. 333-76616 on Form S- 8 filed with the SEC on January 11, 2002, are hereby incorporated by reference.

3.3 By-Laws of the Registrant, constituting Exhibit 3.2 to the Registration Statement No. 33-5441 on Form S- 1 filed with the SEC on May 6, 1986, are hereby incorporated by reference.

31.1 Rule 13a-14(a) or 15d-14(a) Certification of the Registrant's principal executive officer.*

31.2 Rule 13a-14(a) or 15d-14(a) Certification of the Registrant's principal financial officer.*

32.1 Rule 13a-14(b) or 15d-14(b) Certification of the Registrant's principal executive officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.*

32.2 Rule 13a-14(b) or 15d-14(b) Certification of the Registrant's principal financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.

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.

Date November 15, 2010 By /S/ STEPHEN F. HIU
 _________________ ___________________________________
 STEPHEN F. HIU
 President
 (principal executive officer)




Date November 15, 2010 By /S/ EDWARD J. WEISBERGER
 _________________ ___________________________________
 EDWARD J. WEISBERGER
 Chief Financial Officer
 (principal financial officer)

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION

3.1 Articles of Incorporation of the Registrant, as amended as of November 17, 1997, constituting Exhibit 3.1 to the Registration Statement No. 333- 41581 on Form SB-2 filed with the SEC on December 5, 1997, are hereby incorporated by reference.

3.2 Articles of Amendment to Articles of Incorporation of the Registrant, constituting Exhibit 3.1(b) to the Registration Statement No. 333-76616 on Form S- 8 filed with the SEC on January 11, 2002, are hereby incorporated by reference.

3.3 By-Laws of the Registrant, constituting Exhibit 3.2 to the Registration Statement No. 33-5441 on Form S- 1 filed with the SEC on May 6, 1986, are hereby incorporated by reference.

31.1 Rule 13a-14(a) or 15d-14(a) Certification of the Registrant's principal executive officer.*

31.2 Rule 13a-14(a) or 15d-14(a) Certification of the Registrant's principal financial officer.*

32.1 Rule 13a-14(b) or 15d-14(b) Certification of the Registrant's principal executive officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.*

32.2 Rule 13a-14(b) or 15d-14(b) Certification of the Registrant's principal financial officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Rule 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.

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