10-Q

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, 2016

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

For the transition period from _________ to _________

333-185368

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., Suite 750 Bethesda, MD	20817
(Address of principal executive offices)	(Zip Code)

(866) 692-2939

(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	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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 December 30, 2016, Immage Biotherapeutics Corp. had 151,744,566 shares of common stock issued and outstanding.

Table of Contents 

PART I -- FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	12
ITEM 4.	CONTROLS AND PROCEDURES.	12
PART II -- OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	13
ITEM 1A.	RISK FACTORS.	13
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	13
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	13
ITEM 4.	MINE SAFETY DISCLOSURES.	13
ITEM 5.	OTHER INFORMATION.	13
ITEM 6.	EXHIBITS.	14
SIGNATURES		15

 

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Item 1. Financial Statements.

IMMAGE BIOTHERAPEUTICS CORP.
BALANCE SHEETS
	November 30,			August 31,
	2016			2016
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	127,135		$	196,715
Prepaid expenses		5,833			8,333
Total Current Assets		132,968			205,048
Equipment, net		30,105			32,158
Intangible assets, net of amortization of $474 and $395, respectively		5,819			5,898
TOTAL ASSETS	$	168,892		$	243,104
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	48,189		$	3,049
Loans from related parties		54,267			52,767
Total Current Liabilities		102,456			55,816
TOTAL LIABILITIES	$	102,456		$	55,816
Stockholders' Equity
Common stock: 200,000,000 authorized; $0.001 par value
151,744,566 and 146,744,566 shares issued and outstanding, respectively		151,745			146,745
Additional paid-in capital		1,888,375			343,375
Accumulated deficit		(1,973,684	)		(302,832	)
Total Stockholders' Equity		66,436			187,288
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	168,892		$	243,104

 The accompanying notes are an integral part of these unaudited financial statements. 

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IMMAGE BIOTHERAPEUTICS CORP.
Statement of Operations (Unaudited)
	Three Months Ended			Three Months Ended
	November 30,			November 30,
	2016			2015
Revenues	$	-		$	-
Operating Expenses
Selling, general and administrative	$	27,962		$	19,796
Professional		17,824			13,429
Research and development		1,625,066			-
Total operating expenses		1,670,852			33,225
Other expense
Interest Expense		-			(801	)
Total other expense		-			(801	)
Net loss	$	(1,670,852	)	$	(34,026	)
Basic and dilutive loss per share	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted		149,570,566			143,744,566

 The accompanying notes are an integral part of these unaudited financial statements.

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IMMAGE BIOTHERAPEUTICS CORP.
Statement of Cash Flows (Unaudited)
	Three Months ended			Three Months ended
	November 30,			November 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,670,852	)	$	(34,026	)
Adjustment to reconcile net loss to net cash  used in operating activities:
Amortization and depreciation expenses		2,132			2,315
Common stock issued for research and development costs		1,550,000			-
Changes in operating assets and liabilities:
Prepaid expenses		2,500			904
Accounts payable and accrued liabilities		45,140			4,447
Interest payable		-			801
NET CASH USED IN OPERATING ACTIVITIES		(71,080	)		(25,559	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note		-			375,000
Borrowings from related parties		1,500			1,600
Repayments to related parties		-			(100	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,500			376,500
Net increase in cash and cash equivalents		(69,580	)		350,941
Cash and cash equivalents, beginning of period		196,715			32,678
Cash and cash equivalents, end of period	$	127,135		$	383,619
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Subscription receivable	$	-		$	375,000

The accompanying notes are an integral part of these unaudited financial statements.

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IMMAGE BIOTHERAPEUTICS CORP. 

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2016

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Immage Biotherapeutics (“we”, “our”, 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.

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-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016.

Research and development

Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the three months ended November 30, 2016, $1,625,066 was expensed as research and development costs.

NOTE 3 – GOING CONCERN

The Company’s interim unaudited 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 $30,512, and accumulated deficit of $1,973,684. 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. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.

The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. 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 operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business.

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NOTE 4 – LOAN PAYABLE – RELATED PARTY LOANS

During the three months ended November 30, 2016, the Company received an advance of $1,500 from a significant shareholder by the way of loan for payment of Company’s operating expenses. During the three months ended November 30, 2016, the Company’s Chief Executive Officer loaned an amount to the Company of $6,358 for operating expenses, which was repaid in the amount of $6,358 during the same period. Amounts owing to said shareholder are unsecured, non-interest bearing, and due on demand. The total due on all related party loans as of November 30, 2016 is $54,267.

NOTE 5 – CAPITAL STOCK

The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.

On October 10, 2016, the Company issued 5,000,000 shares of common stock to acquire a provisional patent, valued at $1,550,000, which has been expensed as research and development costs.

As of November 30, 2016 the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 6 – COMMITMENTS

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. As of November 30, 2016, no milestones resulting in bonus payments have occurred.

The Company has leased an office for a period of five Years and the lease payments are scheduled to be $200 per month. In addition, the Company has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. The space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University.

On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term of the agreement is five (5) years. Each engagement will be by work order, which will be billed at such time.

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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. 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.

The Company has issued PepVax, Inc. 5 million shares of common stock pursuant to the terms and conditions of the License Agreement, dated June 2, 2016. The shares were issued in October 2016. Pursuant to the License Agreement, PepVax, Inc. granted the Company a worldwide, unrestrictive, perpetual, royalty-free and irrevocable license in a provisional patent, and any resulting patent, for SMART Plasmid DNA TM with respect to the Company's MAGE A immunotherapy only, in exchange for 5 million shares of the Company's common stock. The SMART Plasmid DNA TM based delivery system will be used to deliver any drug developed by the Company into humans. This system is required because the drug cannot be administered directly to humans and it makes the drug safer because the dosage can be smaller using the delivery system.

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.

 

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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.

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, which began in September 2015. The cancer immunotherapy is proving to be a significant platform from which to launch additional product lines targeting cancers.

Through anticipated various agreements with companies in the biotechnology and pharmaceutical industries, management believes that Immage Biotherapeutics will 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 with pharmaceutical companies.

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 our 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 replies upon proprietary know-how, trade secret rules and regulations, and continuing technological advances to enhance and maintain its competitive position.

 

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Therapeutic and Immuno-adjuvant Product Development Programs

Immage Biotherapeutics management plans to focus on the development of immunotherapy for breast and 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 Ò), 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.

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, 2016 and 2015:

For the three-month period ended November 30, 2016, we had no revenue. Expenses for the three-month period ended November 30, 2016, totaled $1,670,852 resulting in a net loss of $1,670,852 as compared to a net loss of $34,026 for the three months ended November 30, 2015. For the three-month period ended November 30, 2016, selling, general and administrative expenses were $27,962, professional fees were $17,824 and research and development expenses were $1,625,066, as compared to selling, general and administrative expenses of $19,796, professional fees of $13,429 and research and development expenses of $0 for the three-month period ended November 30, 2015.

For the three-month period ended November 30, 2016, our selling, general and administrative expenses increased by $8,166, primarily due to an increase in salaries and wages, and amortization expense. Research and development expenses increased by $1,625,066, of which $1,550,000 was related to the issuance of 5 million shares of common stock to Pepvax, Inc. under the License Agreement. The remaining $75,066 of research and development expenses were due to programs initiated by the Company during the period ending November 30, 2016. Our professional fees increased by approximately $4,395 due to increased investor relationship costs incurred for the period ending November 30, 2016 of $6,669, which were not incurred in the three month period ended November 30, 2015.

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, 2016, 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. As of November 30, 2016, we have a total of $132,968 in current assets, working capital of $30,512, and an accumulated deficit of $1,973,684. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. 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 operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business.

Off-balance sheet arrangements

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).

 

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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 November 30, 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, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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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.

The Company has issued PepVax, Inc. 5,000,000 shares of common stock pursuant to the terms and conditions of the License Agreement, dated June 2, 2016. The shares were issued in October 2016. Pursuant to the License Agreement, PepVax, Inc. granted the Company a worldwide, unrestrictive, perpetual, royalty-free and irrevocable license in a provisional patent, and any resulting patent, for SMART Plasmid DNA TM with respect to the Company's MAGE A immunotherapy only, in exchange for 5 million shares of the Company's common stock.

The issuance of such shares of our common stock was effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act of 1933, as mended (the “Securities Act”) and in Section 4(2) of the Securities Act, based on the following: the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

There were no sales or repurchases of common stock during the quarter ended November 30, 2016.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

 

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Item 6. Exhibits.

3.1	Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to 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 incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on July 29, 2015, file number 333-185368.
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer*
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1	Section 1350 Certification of Chief Executive Officer*
32.2	Section 1350 Certification of Chief Financial Officer*

_____________

* Filed herewith.

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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 6, 2017	By:	/s/ Zhi Cong Mou
		Zhi Cong Mou
		President and Director
		Principal and Executive Officer
Date: January 6, 2017	By:	/s/ Elton F. Norman
		Elton F. Norman
		Chief Financial Officer and Director
		Principal Financial Officer

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EX-31.1

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 control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the 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.

Date: January 6, 2017	By:	/s/ Zhi Cong Mou
		Zhi Cong Mou
		President, Secretary Treasurer, Principal Executive Officer, and Director

EX-31.2

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 control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the 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.

Date: January 6, 2017	By:	/s/ Elton F. Norman
		Elton F. Norman
		Chief Financial Officer
		Principal Financial Officer and Director

EX-32.1

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, 2016 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.

Date: January 6, 2017	By:	/s/ Zhi Cong Mou
		Zhi Cong Mou
		President, Secretary Treasurer,
		Principal Executive Officer, and Director

EX-32.2

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, 2016 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.

Date: January 6, 2017	By:	/s/ Elton F. Norman
		Chief Financial Officer,
		Principal Financial Officer, and Director

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Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2016	Dec. 30, 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		151,744,566
Document Type	10-Q
Document Period End Date	Nov. 30, 2016
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1

XML

BALANCE SHEETS - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Current Assets
Cash and cash equivalents	$ 127,135	$ 196,715
Prepaid expenses	5,833	8,333
Total Current Assets	132,968	205,048
Equipment, net	30,105	32,158
Intangible assets, net of amortization of $474 and $395, respectively	5,819	5,898
TOTAL ASSETS	168,892	243,104
Current Liabilities
Accounts payable and accrued liabilities	48,189	3,049
Loans from related parties	54,267	52,767
Total Current Liabilities	102,456	55,816
TOTAL LIABILITIES	102,456	55,816
Stockholders' Equity
Common stock: 200,000,000 authorized; $0.001 par value 151,744,566 and 146,744,566 shares issued and outstanding, respectively	151,745	146,745
Additional paid-in capital	1,888,375	343,375
Accumulated deficit	(1,973,684)	(302,832)
Total Stockholders' Equity	66,436	187,288
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 168,892	$ 243,104

XML

BALANCE SHEETS (Parenthetical) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
BALANCE SHEETS
Amortization of intangible assets	$ 474	$ 395
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	151,744,566	146,744,566
Common stock, shares outstanding	151,744,566	146,744,566

XML

Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
Income Statement [Abstract]
Revenues
Operating Expenses
Selling, general and administrative	27,962	19,796
Professional	17,824	13,429
Research and development	1,625,066
Total operating expenses	1,670,852	33,225
Other expense
Interest Expense		(801)
Total other expense		(801)
Net loss	$ (1,670,852)	$ (34,026)
Basic and dilutive loss per share (in dollars per share)	$ (0.01)	$ (0.00)
Weighted average number of common shares outstanding - basic and diluted (in shares)	149,570,566	143,744,566

XML

Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,670,852)	$ (34,026)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization and depreciation expenses	2,132	2,315
Common stock issued for research and development costs	1,550,000
Changes in operating assets and liabilities:
Prepaid expenses	2,500	904
Accounts payable and accrued liabilities	45,140	4,447
Interest payable		801
NET CASH USED IN OPERATING ACTIVITIES	(71,080)	(25,559)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note		375,000
Borrowings from related parties	1,500	1,600
Repayments to related parties		(100)
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,500	376,500
Net increase in cash and cash equivalents	(69,580)	350,941
Cash and cash equivalents, beginning of period	196,715	32,678
Cash and cash equivalents, end of period	127,135	383,619
Supplemental cash flow information
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Subscription receivable		$ 375,000

XML

NATURE OF OPERATIONS

3 Months Ended

Nov. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

NOTE 1 – NATURE OF OPERATIONS

Immage Biotherapeutics (“we”, “our”, 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.

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Nov. 30, 2016

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-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016.

Research and development

Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the three months ended November 30, 2016, $1,625,066 was expensed as research and development costs.

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GOING CONCERN

3 Months Ended

Nov. 30, 2016

Going Concern [Abstract]

GOING CONCERN

NOTE 3 – GOING CONCERN

The Company’s interim unaudited 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 $30,512, and accumulated deficit of $1,973,684. 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. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.

The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. 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 operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business.

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LOAN PAYABLE - RELATED PARTY LOANS

3 Months Ended

Nov. 30, 2016

Related Party Transactions [Abstract]

LOAN PAYABLE - RELATED PARTY LOANS

NOTE 4 – LOAN PAYABLE – RELATED PARTY LOANS

During the three months ended November 30, 2016, the Company received an advance of $1,500 from a significant shareholder by the way of loan for payment of Company’s operating expenses. During the three months ended November 30, 2016, the Company’s Chief Executive Officer loaned an amount to the Company of $6,358 for operating expenses, which was repaid in the amount of $6,358 during the same period. Amounts owing to said shareholder are unsecured, non-interest bearing, and due on demand. The total due on all related party loans as of November 30, 2016 is $54,267.

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CAPITAL STOCK

3 Months Ended

Nov. 30, 2016

Stockholders' Equity Note [Abstract]

CAPITAL STOCK

NOTE 5 – CAPITAL STOCK

The Company has authorized 200,000,000 common shares with a par value of $0.001 per share.

On October 10, 2016, the Company issued 5,000,000 shares of common stock to acquire a provisional patent, valued at $1,550,000, which has been expensed as research and development costs.

As of November 30, 2016 the Company has not granted any stock options and has not recorded any stock-based compensation.

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COMMITMENTS

3 Months Ended

Nov. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 6 – COMMITMENTS

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. As of November 30, 2016, no milestones resulting in bonus payments have occurred.

The Company has leased an office for a period of five Years and the lease payments are scheduled to be $200 per month. In addition, the Company has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. The space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University.

On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term of the agreement is five (5) years. Each engagement will be by work order, which will be billed at such time.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Nov. 30, 2016

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-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016.

Research and development

Research and development

Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the three months ended November 30, 2016, $1,625,066 was expensed as research and development costs.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	3 Months Ended
	Nov. 30, 2016 USD ($)
Accounting Policies [Abstract]
Research and development	$ 1,625,066

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GOING CONCERN (Detail Textuals) - USD ($)	Nov. 30, 2016	Aug. 31, 2016
Going Concern [Abstract]
Working capital	$ 30,512
Accumulated deficit	$ (1,973,684)	$ (302,832)

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LOAN PAYABLE - RELATED PARTY LOANS (Detail Textuals) - USD ($)	3 Months Ended
	Nov. 30, 2016	Nov. 30, 2015	Aug. 31, 2016
Related Party Transaction [Line Items]
Advance received from shareholders	$ 1,500	$ 1,600
Loans from related parties	54,267		$ 52,767
Repayments to related parties		$ 100
Chief Executive Officer
Related Party Transaction [Line Items]
Loans from related parties	6,358
Repayments to related parties	$ 6,358

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CAPITAL STOCK (Detail Textuals) - USD ($)	Oct. 10, 2016	Nov. 30, 2016	Aug. 31, 2016
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
Number of shares granted for provisional patent in exchange	5,000,000
Research and development cost incurred for acquiring provisional patent	$ 1,550,000

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COMMITMENTS (Detail Textuals) - USD ($)	Nov. 03, 2016	Dec. 10, 2015
Commitments and Contingencies Disclosure [Abstract]
Consulting and development services		$ 24,000
Annual compensation paid in monthly installments		15,000
Payment for rent per month		$ 200
Lease term of office space		5 years
Term of master clinical services agreement	5 years