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 ~~June~~November 30, 2015 or

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

For the transition period from _________ to ___________

333-~~185368~~183797

Commission File Number

IMMAGE BIOTHERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Nevada		68-0682040
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(480) ~~830~~339-~~2700~~0181

(Registrant’s telephone number, including area code)

_______________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to ~~file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No~~

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.

company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

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

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

AsAPPLICABLE ofONLY ~~August~~TO ~~14,~~ISSUERS ~~2015,~~INVOLVED ~~the~~IN ~~Issuer~~BANKRUPTCY ~~had~~PROCEEDINGS ~~100,201,045~~DURING ~~shares~~THE ofPRECEDING ~~common~~FIVE ~~stock issued and outstanding.~~YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Table of Contents

PART I—FINANCIAL INFORMATION 3 Item 1. Financial Statements. ~~F-1-5~~3 Item 2. Management's Discussion and Analysis of Financial Condition and Resluts of Operations 18 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 212 Item 4. Controls and Procedures. 212 PART II—OTHER INFORMATION 312 Item 1. Legal Proceedings. 312 Item 1A. Risk Factors. 312 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 312 Item 3. Defaults Upon Senior Securities. 313 Item 4. Mine Safety Disclosures 313 Item 5. Other Information. 313 Item 6. Exhibits. 413 SIGNATURES 514

PART I— - FINANCIAL INFORMATION

Item 1. Financial Statements

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

BALANCE SHEETS

	June 30,			September 30,
	2015			2014
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	74,963		$	2,342
Total Current Assets		74,963			2,342
TOTAL ASSETS	$	74,963		$	2,342
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	8,984		$	1,841
Loans from related party		26,725			22,116
Short term loan		22,116			-
Total Current Liabilities		57,825			23,957
Stockholders' Deficit
Common stock: 200,000,000 authorized; $0.001 par value 100,801,045 and 100,201,045 shares issued and outstanding, respectively		100,801			100,202
Common stock subscribed		3,000			-
Additional paid-in capital		357,514			(89,330	)
Subscriptions receivable		(375,000	)		-
Accumulated deficit		(69,177	)		(32,487	)
Total Stockholders' Deficit		17,138			(21,615	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	74,963		$	2,342

(Unaudited)

	November 30,			August 31,
	2015			2015
ASSETS
Current Assets
Cash and cash equivalents	$	383,619		$	32,678
Prepaid expenses		-			904
Total Current Assets		383,619			33,582

Equipment, net		38,317			40,370
Intangible assets, net		5,952			6,214
TOTAL ASSETS	$	427,888		$	80,166

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities	$	7,940		$	3,493
Interest Payable		801			-
Loans from related parties		49,409			47,909
Total Current Liabilities		58,150			51,402

Related Party Promissory Note Payable		375,000			-
TOTAL LIABILITIES	$	433,150			51,402

Stockholders' Equity (Deficit)
Common stock: 200,000,000 authorized; $0.001 par value
143,744,566 shares issued and outstanding, respectively		100,807			100,807
Common stock subscribed		-			3,000
Additional paid-in capital		14,313			386,313
Subscriptions receivable		-			(375,000	)
Accumulated deficit		(120,382	)		(86,356	)
Total Stockholders' Equity (Deficit)		(5,262	)		28,764
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	427,888		$	80,166

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

~~F-1~~3

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	June 30,						June 30,
	November 30,
	2015			2014			~~2015~~			~~2014~~
Operating Expenses
General and administrative	$	4,303		$	685		$	7,835		$	3,728
Selling, general and administrative	$	19,796		$	1,277
Professional fees		18,220			3,451			28,855			13,672
Professional		13,429			6,890
Total operating expenses		2233,~~523~~225			48,~~136~~167			~~36,690~~			~~17,400~~
Loss before income tax	$	(22,523	)	$	(4,136	)	$	(36,690	)	$	(17,400	)
Interest Expense		801			-
Income tax provision		-			-			-			-
Net loss	$	(34,026	)	$	(8,167	)
Net loss	$	(22,523	)	$	(4,136	)	$	(36,690	)	$	(17,400	)
Basic and dilutive loss per share	$	(0.00	)	$	(0.00	)
Basic and dilutive loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		143,744,566			100,201,647
Weighted average number of shares outstanding		100,260,385			1,405,141,647			100,220,845			1,404,700,479

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

~~F-2~~4

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	Three months ended
	June 30,
	November 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3634,~~690~~026	)	$	(178,~~400~~167	)
Adjustment to reconcile net loss to net cash
Adjustment to reconcile net loss to net cash used in operating activities
Accounts payable and accrued liabilities		7,143			2,045
Amortization and depreciation expenses		2,315			-
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(29,547	)		(15,355	)
Prepaid expenses		904			-
CASH FLOWS FROM INVESTING ACTIVITIES:
Accounts payable and accrued liabilities		4,447			5,849
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			-
Interest payable		801			-
NET CASH USED IN OPERATING ACTIVITIES		(25,559	)		(2,318	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from related party		27,168			3,060
Proceeds from promissory note		375,000			-
Proceeds from sale of common stock		75,000			5,882
Borrowings from related parties		1,600			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		102,168			8,942
Repayment to related parties		(100	)		-
Net increase (decrease) in cash and cash equivalents		72,621			(6,413	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		376,500			-
Cash and cash equivalents, beginning of period		2,342			7,215
Net increase (decrease) in cash and cash equivalents		350,941			(2,318	)
Cash and cash equivalents, end of period	$	74,963		$	802
Cash and cash equivalents, beginning of period		32,678			2,342
Cash and cash equivalents, end of period	$	383,619		$	24
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash transactions:
Loans forgiven by related party	$	443		$	-
Common shares subscribed - cancelled	$	375,000		$	-
Subscription receivable	$	375,000		$	-

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

~~F-3~~5

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

~~June~~November 30, 2015

NOTE 1 – NATURE OF OPERATIONS ~~AND BASIS OF PRESENTATION~~

Immage Biotherapeutics (the "“Company"”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. ~~Immage~~On ~~Biotherapeutics~~September is8, a2015, ~~biotechnology company developing cancer immunotherapy through~~ the ~~rapid~~Company ~~and~~changed ~~efficient~~its ~~development~~fiscal ofyear ~~cutting~~end ~~edge~~to ~~immunotherapy~~August ~~candidates~~31, ~~using bioinformatics and outsourced laboratory resources~~2015.

OnImmage ~~May~~Biotherapeutics 8,is ~~2015,~~ a ~~change~~biotechnology incompany ~~control~~developing ofcancer ~~the~~immunotherapy ~~Company~~through ~~occurred by virtue of~~ the ~~Company's~~rapid ~~largest~~and ~~shareholder,~~efficient ~~William~~development ~~Alex Robertson selling 60,058,909 shares~~ of ~~the~~cutting ~~Company's~~edge ~~common~~immunotherapy ~~stock~~candidates tousing ~~Coventry~~bioinformatics ~~International Limited, a Hong Kong corporation. Such shares represent 59.9% of the Company's total issued~~ and ~~outstanding~~outsourced ~~shares~~laboratory ~~of common stock~~resources.

On May 21, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The Company was the surviving entity and then changed its name to "Immage Biotherapeutics Corp." and ticker symbol to "IMMG".

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 ~~the~~in ~~rules~~accordance ofwith the ~~Securities~~instructions to Form 10-Q and ~~Exchange~~Article ~~Commission.~~8 ~~The~~of ~~interim~~Regulation ~~financial~~S-X. ~~statements~~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 ~~and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10-K~~. In the opinion of management, all adjustments, (consisting of normal recurring ~~adjustments,~~accruals) considered necessary for a fair presentation ~~of financial position and the results of operations for the interim period presented~~ have been ~~reflected herein~~included. The results of operations for the interim ~~period~~periods are not necessarily indicative of the results to be expected for the full year. ~~Notes~~For tofurther ~~the~~information ~~financial~~regarding ~~statements~~the ~~which~~Company's ~~would~~significant ~~substantially~~accounting ~~duplicate~~policies, ~~the~~refer ~~disclosures~~to ~~contained in~~ the audited financial statements ~~for~~and ~~the~~footnotes ~~most~~thereto ~~recent~~included ~~fiscal~~in ~~period,~~the asCompany's ~~reported~~Annual inReport ~~the~~on Form 10-KKT for the year ended August 31, ~~have~~2015 ~~been~~filed ~~omitted.~~with ~~The~~the ~~financial~~Securities ~~statements~~and ~~are~~Exchange ~~stated~~Commission inon ~~United~~November ~~States~~3, ~~dollars~~2015.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company's financial statement.

NOTE 3 – GOING CONCERN

The Company'’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $17325,~~138~~469, anand an accumulated deficit of $69120,~~177~~382. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in ~~this~~either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.

F-4

These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

The officers and directors have committed to advancing certain operating costs of the Company.

NOTE 4 – CAPITAL STOCK

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

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

As of ~~June~~November 30, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 5 – LOAN PAYABLE – RELATED PARTY LOANS

~~Prior~~During tothe ~~September~~period ended November 30, 2015, the Company ~~received~~borrowed $221,~~116~~600 ~~as a loan~~ from ~~its~~related ~~previous shareholder. The loan is payable on demand~~parties, of ~~unsecured,~~which ~~and~~$100 ~~non-interest bearing. On June 30, 2015, it~~ was ~~reclassified~~repaid asduring ~~short term loan since~~ the ~~previous shareholder was no longer related party~~period.

~~During~~As ~~the~~of ~~period~~November ~~ended June~~ 30, 2015, the Company ~~had~~owes ~~received~~a related party $2649,~~725~~409, asan aincrease ~~loan~~of $1,500 from ~~current~~the ~~shareholder.~~November ~~The~~30, ~~loan~~2014 isbalance ~~payable~~of ~~on demand~~$47,909. ~~unsecured,~~The ~~and~~balance is non-interest bearing and due on demand.

~~During~~On ~~the~~September ~~period ended June 30~~21, 2015, a major shareholder loaned the Company ~~had~~$375,000 ~~received~~by ~~$443~~way asof a ~~loan~~promissory ~~from~~note. The ~~one~~promissory note matures on December 31, 2017, and bears interest at a rate of ~~the~~2% ~~Company's~~per ~~current~~annum ~~officers~~compounding quarterly. No ~~The~~payments ~~loan~~are ~~was~~required ~~forgiven~~until byDecember ~~the~~31, ~~officer~~2017. ~~during~~Balance ~~the~~as ~~quarter~~of November 30, 2015 is $375,000 and interest payable is $801.

NOTE 6 – SUBSEQUENT EVENTS

On ~~July~~December 1510, 2015, the Company entered into an ~~employment~~ agreement ~~with~~to ~~the~~receive ~~Elton~~consulting F.and ~~Norman~~development ~~for his~~ services asfor ~~Chief~~a ~~Financial~~one-time ~~Officer~~fee ~~("CFO"). Under the agreement, the Company will pay annual salary~~ of $724,~~200~~000 ~~per~~and ~~year.~~annual ~~Such~~ compensation ~~will not start until the Company obtains full seed funding~~ of ~~its June 8~~$15,000 ~~2015~~paid ~~subscription~~in ~~(Note~~monthly 4)installments. IfIn ~~the~~addition ~~contract is terminated at~~ the ~~Company's~~consultant ~~discretion without cause, the CFO~~ is ~~entitled~~eligible to receive one ~~month's~~or ~~salary~~more ~~for~~bonus ~~the~~payments ~~first~~dependent ~~year~~on ~~and two months' salary for~~ the ~~second~~achievement ~~year up to a maximum six months over the duration~~ of ~~five~~certain ~~years~~developmental milestones.

On ~~July~~January 1518, ~~2015~~2016, the Company ~~entered~~and ~~into~~a anmajor ~~employment~~shareholder ~~agreement~~decided ~~with~~to revoke the ~~Mahesh~~promissory ~~Narayanan~~note ~~for~~of ~~his~~$375,000 ~~services~~dated asSeptember ~~Chief~~21, ~~Operating Officer ("COO")~~2015. The ~~Under~~parties ~~the~~elected ~~agreement,~~that the ~~Company~~funds ~~will pay annual salary~~ of $25375,000 ~~per~~provided ~~year.~~by ~~Such~~the ~~compensation~~major ~~will~~shareholder ~~not~~to ~~start until~~ the Company ~~obtains~~would ~~full~~be ~~seed~~in ~~funding~~satisfaction ofand ~~its~~completion ~~June~~of 8,the ~~2015~~ subscription ~~(Note~~agreement ~~4).~~entered Ifinto ~~the~~on ~~contract~~June is8, ~~terminated~~2015. Upon atrevocation of the ~~Company's~~promissory ~~discretion~~note ~~without~~it ~~cause,~~was ~~the~~agreed ~~COO~~upon ~~is entitled~~ to ~~receive~~issue ~~one~~a ~~month's~~total ~~salary~~of ~~for~~3,600,000 ~~the~~shares ~~first year and two months' salary~~ for the ~~second~~total ~~year~~consideration ~~up to a maximum six months over the duration~~ of ~~five years~~$450,000.

On July 15, 2015, the Company entered into an employment agreement with the Anton Dormer for his services as Chairman of the Board and Chief Scientific Officer ("CSO"). Under the agreement, the Company will pay annual salary of $12,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the CSO is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.7

On July 15, 2015, the Company entered into an employment agreement with the Dr. Dan Achinko for his services as Vice President. Under the agreement, the Company will pay annual salary of $25,000 per year. Such compensation will not start until the Company obtains full seed funding of its June 8, 2015 subscription (Note 4). If the contract is terminated at the Company's discretion without cause, the Vice President is entitled to receive one month's salary for the first year and two months' salary for the second year up to a maximum six months over the duration of five years.

Following the merger and the quarter ended June 30, 2015, Immage Biotherapeutics commenced with its business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Following June 30, 2015, even though much of the in vitro will be done with contract research organization, Immage Biotherapeutics will conduct many of the in vitro studies using certain purchased equipment, including but not limited to the expenditure of just less than $40,000 equipment as described in the Form 8-K filed on July 28, 2015. Immage Biotherapeutics will focus on the use of bioinformatics tools to develop protein immunotherapies for tumor disease. The Company is working in conjunction with a Pepvax Inc. to procure a provisional patent. In the event the provisional patent is accepted, Pepvax Inc. will receive thirty percent (30%) of the Company shares of common stock for the rights to the patent and the Company will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016). Immage Biotherapeutics has entered into a memorandum of understanding to have lab space at Howard University for a period of three years. Following the commencement of the implementation of the business plan and the purchase of equipment, Immage Biotherapeutics ceased being a shell company.

F-5

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. ~~The following discussion and analysis should be read in conjunction with our financial statements and related notes appearing in our filings with the Securities and Exchange Commission.~~

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

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

Our Business

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

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

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

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

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

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

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

The Company

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

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

MAGE A (Melanoma Cancer/Testis Antigen

MAGE-A (melanoma-associated antigen-A) gene was originally thought to be silent proteins in normal adult tissue, but is actually expressed in various tumors. The presence of these antigens on tumor cells has been associated with worse prognosis, such as shorter survival rate in cancer patients.

We have determined that (MAGE)-A-derived peptides and small proteins elicit a strong in vitro T-cell response against tumor cells. MAGE-A transcripts are more frequently expressed in breast and prostate carcinomas that can be recognized by autologous CTLs on the surface of tumor cells in association with various classical HLA (human leukocyte antigen) molecules. The HLA system is the locus of genes that encode for proteins on the surface of cells that are responsible for regulation of the immune system in humans.

Because the MAGE-A genes are expressed in a variety of malignant tissues and absent in normal tissues other than the placenta and testis, their tumor-associated expression fusion proteins provide potential implications as targets for active immunotherapy. While the actual functions of these proteins are unknown, specific immunotherapies have already been initiated in melanoma patients by other parties.

Intellectual Property

Immage Biotherapeutics has a provisional patent application for its MAGE A candidate which, we believe, will be converted to a full patent once the in vitro and animal studies are complete. The drug is the result of nearly a decade of significant discovery and development work within the industry.

The Company’s researchers continue to work on this target, enabling continuity of innovation and promoting rapid progress going forward. Immage Biotherapeutics believes there is a strong possibility that new discoveries made by our scientific team and collaborators will be subject to patent protection. In addition to patent protection, Immage Biotherapeutics relies upon proprietary know-how, trade secret rules and regulations, and continuing technological advances to enhance and maintain its competitive position.

Therapeutic and Immuno-adjuvant Product Development Programs

Immage Biotherapeutics management plans to focus of the development of immunotherapy first for breast and later prostate cancer. Immage Biotherapeutics will rely on publicly-raised financing, product sales, interest income, and corporate partnerships to fund its operations and capital expenditures.

The Company’s business focus will be the following areas:

	Developing a fusion/hybrid antigen cancer vaccine that would not only be HLA free, but also be effective to all the isomers associated with MAGE A, from 1 to 11.
	The identification and development of immunotherapy candidates from our Intellectual Property library for the preparation for human clinical trials using a novel viral vector construct.

Marketing and Sales Plan

Immage Biotherapeutics management will create licensing and contract research agreements with established pharmaceutical and biotechnology companies, which are looking for novel cancer therapeutics. Immage Biotherapeutics, we contend, will be able to accelerate its entry into the cancer market. Our breast cancer therapeutic will be a first-to-market drug for immunotherapy.

Management and Organization

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

Current Undertakings

Immage Biotherapeutics is currently proceeding to:

	Develop, characterize, and scale production of a IMT-001 (Immagene ®), a hybrid/fusion protein vaccine for MAGE A;
	Complete pre-IND work for IMT-001;
	Ramp business development efforts aimed at securing strategic partnerships, alliances, and licensees.

Immage Biotherapeutics’ Company History

Therefore, the Company intends to enter agreements with drug development partners that are interested in cutting edge immunotherapies products. Company operations will be designed to increase revenues and maintenance of operating expenses. The Company's management intends to aggressively protect its intellectual property, not only the peptide immunotherapies formulations, but also its trade names. With the peptide immunotherapies formulation, Immage Biotherapeutics will be able to enter the immunotherapies markets and focus on early licensing of our products.

Results of Operations

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

For the three-month period ~~from~~ended ~~inception~~November ~~(June 21, 2012) to June~~ 30, 2015 we had no revenue. Expenses for the three -month period ended ~~June~~November 30, 2015, totaled $2233,~~523~~225 resulting in a net loss of $2234,~~523~~026 as compared to a net loss of $48,~~136~~167 for the three months ended ~~June~~November 30, 2014. The increase in net loss for the three -month period ended ~~June~~November 30, 2015, is a result of professional fees in the amount of $1813,~~220~~429 and office and general expense of $419,~~303~~796 as compared to professional fees in the amount of $36,~~451~~890 and office and general expense of $~~685~~1,277 for the three month period ended ~~June~~November 30, 2014. Our professional fees and selling, general and administrative increased due to the activity involved in acquiring our intellectual property.

For the Nine Months Ended June 30, 2015 and 2014:

Expenses for the nine month period ended June 30, 2015, totaled $36,690 resulting in a net loss of $36,690 as compared to a net loss of $17,400 for the nine months ended June 30, 2014. The increase in net loss for the nine month period ended June 30, 2015, is a result of professional fees in the amount of $28,855 and office and general expense of $7,835 as compared to professional fees in the amount of $13,672 and office and general expense of $3,728 for the nine month period ended June 30, 2014.

Capital Resources and Liquidity

Our auditors have issued a "going concern" opinion, relative to our annual financial statements for the fiscal year ended August 31, 2015, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. ~~The~~At that time, the Company ~~does~~did not have a source of revenue or assets sufficient to cover its ~~operation~~operating costs. ~~With~~ ~~the exception of the sale of 600~~However,~~000~~ ~~shares~~since ofthat ~~common~~time ~~stock~~we ~~for~~raised: (a) $75375,000 in ~~June~~proceeds ~~2015, and loans~~ from adebt ~~previous~~financing; ~~shareholder~~ and a(b) ~~current shareholder~~$1,600 ~~our~~from ~~only~~borrowings ~~source~~from ~~for~~a ~~cash~~related ~~at this time is investments by others in our common stock~~party. WeAs ~~must~~of ~~raise~~November ~~cash~~30, to2015, ~~implement~~we ~~our~~have ~~strategy~~a ~~and~~total ~~stay~~of $383,619 in ~~business. There~~current ~~can~~assets, bewhich nowe ~~assurance~~believe ~~that the Company~~ will be ~~successful~~sufficient into ~~raising~~meet ~~cash~~our inoperating ~~order~~expenses tofor ~~continue~~the asnext atwelve ~~going~~(12) ~~concern~~months.

As of ~~June~~November 30, 2015, we had $74383,~~963~~619 in cash as compared to $232,~~342~~678 in cash at ~~September~~August 3031, ~~2014~~2015. ~~The funds available to the Company will not be sufficient to fund the planned operations of the Company and maintain a reporting status.~~ Prior to ~~September~~November 30, ~~2014~~2015, the Company received $22375,~~116~~000 asproceeds ~~a loan~~ from ~~a prior shareholder, and during~~ the ~~period~~issuance ~~ended~~of ~~June~~a ~~30,~~promissory ~~2015~~note ~~the~~to ~~Company received $26,725 as~~ a ~~loan~~related ~~from a current shareholder~~party. ~~Both~~ ~~loans are payable on demand, unsecured and non-interest bearing.~~ During the period ended ~~June~~November 30, 2015, the Company also received a loan from one of its current officers in the amount of $~~443~~1,600 ~~and~~as ~~the~~a loan ~~was~~from ~~forgiven~~a bycurrent related party and the ~~officer~~loan was repaid during the quarter ended ~~June~~November 30, 2015.

Following the quarter ended June 30, 2015, we commenced with our business plan to develop as a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. Following June 30, 2015, even though much of the in vitro will be done with contract research organization, we will conduct many of the in vitro studies using certain purchased equipment, including but not limited to the expenditure of just less than $40,000 equipment as described in the Form 8-K filed on July 28, 2015. We will focus on the use of bioinformatics tools to develop protein immunotherapies for tumor disease. Our company is working in conjunction with a Pepvax Inc. to procure a provisional patent. In the event the provisional patent is accepted, Pepvax Inc. will receive thirty percent (30%) of our shares of common stock for the rights to the patent and we will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016). We have also entered into a memorandum of understanding to have lab space at Howard University for a period of three years. Following the commencement of the implementation of the business plan and the purchase of equipment, we ceased being a shell company.

Off-balance sheet arrangements

Other than the situation described in the section titled Capital Resources and Liquidity, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company's financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets

Reports to Security Holders

We will make available free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC"). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.

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

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 ~~June~~January 3013, ~~2015.~~ 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 ~~June~~November 30, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

~~On June 22, 2015, the Company issued 600,000 common shares for cash of $75,000~~None.

The foregoing issuance of securities was exempt from registration pursuant to Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering and Regulation D promulgated thereunder. Neither we nor any person acting on our behalf offered or sold these securities by any form of general solicitation or general advertising. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom. The purchaser represented to the Company that they were purchasing the securities for their own account and not for the account of any other persons. The purchasers were provided with written disclosure that the securities have not been registered under the Securities Act of 1933 and therefore cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom.

Issuer Purchases of Equity Securities

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None~~Subsequent to the end of the quarter ended November 30, 2015, the Company and Coventry International Limited, a Hong Kong corporation (“Coventry”), decided to revoke the promissory note of $375,000 dated September 21, 2015, that the Company issued to Coventry (the “Note”). The parties elected that the funds of $375,000 provided by Coventry to the Company would be in satisfaction and completion of that certain Subscription Agreement entered into by and between the Company and Coventry on or about June 10, 2015 (the “Subscription Agreement”), whereby Coventry agreed to purchase a total of 3.6 million shares of the Company’s common stock at a price of $0.125 per share or a total subscription price of $450,000. Per the terms of such Subscription Agreement, Coventry paid $75,000 to the Company on June 22, 2015. The remaining $375,000 was to be provided by Coventry to the Company upon the earlier of: (a) sixty days from the date of the Subscription Agreement; and (b) the Company’s acquisition of a fifty-on percent (51%) interest in the MAGE-A technology from PepVax Inc.

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

Item 6. Exhibits.

Certain of the following exhibits are incorporated by reference from prior filings. The form with which each exhibit was filed and the date of filing are as indicated below; the reports described below are filed as Commission File No. 333-185368 unless otherwise indicated.

3.1		Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.

3.2		Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012, file number 333-185368.

10.1		Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax, Inc., dated June 4, 2015.*

10.2		Subscription Agreement between Immage Biotherapeutics Corp. and Coventry International Limited, a Hong Kong corporation, dated July 10, 2015.

31.1		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*

3.1	Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1to the Registrant’s registration statement on Form S-1 filed with the SEC on December 10, 2012.
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.
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 Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.2	Memorandum of Understanding by and between Immage Biotherapeutics Corp. and Howard University, dated July 10, 2015, incoporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on July 29, 2015.
31.1	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
32.2	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in Extensible Business Reporting Language (XBRL): July 13, 2015. (1)
	(1)	Filed herewith electronically.

* Filed herewith.

413

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.

	Immage Biotherapeutics Corp. (Registrant)

Date: January 19, 2016	By:	/s/ Mou Zhi Cong
		Zhi Cong Mou
		Title
		President and Director Principal and Executive Officer

(Registrant)



Date: January 19, 2016	By:	/s/ Elton F. Norman
		Elton F. Norman
		Chief Financial Officer and Director Principal Financial Officer

Date: August 17, 2015 By: /s/ Mou Zhi Cong14

Mou Zhi Cong President and Chief Executive Officer

Date: August 17, 2015 By: /s/ Elton Norman

Elton Norman Chief Financial Officer

Filing Compare · IMMAGE BIOTHERAPEUTICS CORP.