SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~SECURITIES~~For ~~EXCHANGE~~the ~~ACT~~Fiscal OFYear ~~1934~~Ended August 31, 2016

~~For~~o ~~the~~TRANSITION ~~Fiscal~~REPORT ~~Year~~UNDER ~~Ended~~SECTION ~~August~~13 ~~31,~~OR ~~2015~~15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission File Number: 333-185368

IMMAGE BIOTHERAPEUTICS CORP. (Name of small business issuer as specified in its charter)

(Name of small business issuer 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

(Address of principal executive offices)

(~~480~~866-~~830~~692-~~2700~~2939) (Issuer’s telephone number)

______________________________________________

(Former name or former address, if changed since last report)

Securities Registered under Section 12(b) of the Exchange Act:

None

Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ] No~~ ~~[ X~~o ]No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ~~[ ] No~~ ~~[ X~~o ]No x

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

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 [ ] o No ~~[ X]~~x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K or any amendment to this Form 10-K. [ x ]

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 definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o¨ ~~Non-accelerated~~Accelerated filer o ~~Accelerated~~¨ Non-accelerated filer o¨ Smaller reporting company x x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

~~Yes [ ] No~~The ~~[ X~~aggregate ]market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of March 4, 2016 (which is the day closest to the last business day of the registrant's most recently completed second fiscal quarter on which trading took place) was $22,891,062. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The ~~aggregate~~number ~~market value~~ of ~~the~~shares ~~voting~~outstanding ~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price~~ of ~~such common equity, as of~~ the ~~last business day of the~~ registrant'’s ~~most~~Common ~~recently~~Stock, ~~completed~~par ~~second~~value ~~fiscal quarter was~~ $~~Nil~~0. ~~For~~001 ~~purposes~~per ofshare (the ~~above~~"Common ~~statement only~~Stock"), ~~all~~as ~~directors, executive officers and 10% shareholders are assumed to be affiliates. This determination~~ of ~~affiliate~~December ~~status~~7, is2016, ~~not~~was ~~necessarily a conclusive determination for other purposes~~151,744,566.

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 per share (the "Common Stock"), as of November 3, 2015, was 100,801,045.

Documents Incorporated By Reference: None

Immage Biotherapeutics Corp.

Immage Biotherapeutics Corp.

PART I
ITEM 1	Business	4
ITEM 1A.	Risk Factors	17
ITEM 1B	Unresolved Staff Comments	31
ITEM 2.	Properties	31
ITEM 3.	Legal Proceedings	31
ITEM 4	Mine Safety Disclosures	31

PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
ITEM 6.	Selected Financial Data	33
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and of Results Operations	33
ITEM 7.A	Quantitative and Qualitative Disclosures about Market Risk	37
ITEM 8	Financial Statements	37
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	37
ITEM 9A.	Controls and Procedures	38
ITEM 9B.	Other Information	39

PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance	40
ITEM 11.	Executive Compensation	44
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	49
ITEM 14.	Principal Accounting Fees and Services	50

PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	51
	Signatures	52

PART I
ITEM 1	Business	4
ITEM 1A.	Risk Factors	18
ITEM 1B	Unresolved Staff Comments	33
ITEM 2.	Properties	34
ITEM 3.	Legal Proceedings	34
ITEM 4	Mine Safety Disclosures	34
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	35
ITEM 6.	Selected Financial Data	35
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and of Results Operations	36
ITEM 7.A	Quantitative and Qualitative Disclosures about Market Risk	40
ITEM 8	Financial Statements	40
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	40
ITEM 9A.	Controls and Procedures	41
ITEM 9B.	Other Information	42
PART III
ITEM 10.	Directors, Executive Officers, and Corporate Governance	43
ITEM 11.	Executive Compensation	47
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	50
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	52
ITEM 14.	Principal Accounting Fees and Services	52
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules	53
	Signatures

CERTIFICATIONS

Exhibit 31 – Management ~~certification…………………………………………………....87-88~~certifications Exhibit 32 – Sarbanes-Oxley Act~~………………………………………………………….89-90~~

~~Table of Contents~~2

FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements ~~within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA")~~ regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) our ability to obtain and retain sufficient capital for future operations, and (dc our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business”. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors”. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed in “Risk Factors”, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly, and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in the report statement, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Any statement in this report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risks outlined under “Risk Factors” herein. The reader is cautioned that our Company does not have a policy of updating or revising forward-looking statements and thus the reader should not assume that silence by management of our Company over time means that actual events are bearing out as estimated in such forward-looking statements.

All references to “dollars”, “$” or “US$” are to United States dollars and all references to “common shares” refer to the common shares in our capital stock.

3 3Table of Contents

Table of Contents

PART I

FINANCIAL INFORMATION

Except as otherwise indicated by the context, references in this report to “Immage," "we," "us," or "our," and the "Company" are references to the combined business of Immage Biotherapeutics Corp.

ITEM 1. BUSINESS

BACKGROUND – COMPANY OVERVIEW

The Company was incorporated in the State of Nevada as a for-profit ~~Company~~company on June 21, 2012 and established a fiscal year end of September 30. On September 8, 2015, the Company amended its bylaws to set the fiscal year end at August 31. The Company initially intended to sell charcoal made from hard wood for BBQs and restaurants. The Company did not implement its business model.

On May 21, 2015, the Company (previously known as Epicure Charcoal Inc.) filed Articles of Merger with the Nevada Secretary of State whereby it entered into a merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “Immage Biotherapeutics Corp.” Subsequent to the merger, the Company commenced to implement its business plan beyond nominal operations and began to acquire assets related to the business plan.

We have not had any bankruptcy, receivership or similar proceeding since incorporation. Except as described below, there have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.

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.

·4 ~~decrease~~Table ~~the~~of ~~time it takes to make cancer therapeutics; and~~Contents

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

Management believes that Immage Biotherapeutics ishas ~~designed~~a tomethod ~~enhance~~that ~~this~~allows ~~market~~for ~~with~~the ~~its~~rapid ~~small~~development ~~core~~ of key ~~employees,~~cancer ~~strong~~immunotherapy ~~outsourced~~candidates ~~partners,~~that could be licensed to the biotechnology and apharmaceutical ~~large~~industry, ~~library~~giving them opportunity to develop in vitro proven treatments, establishing credibility of ~~marketable~~our ~~products~~rapid development model.

4The Company is intending to proceed to complete development of its lead pre-IND programs and enter Phase I clinical trials with its first therapeutic candidate.

~~Table~~The ~~of Contents~~Company

~~Management~~Immage ~~believes~~Biotherapeutics ~~that~~was ~~Immage~~formed ~~Biotherapeutics~~to ~~has~~develop, amarket, ~~method~~and ~~that~~license ~~allows~~its patented immunotherapy candidate for ~~the~~MAGE ~~rapid~~A ~~development~~(see ofbelow). ~~key~~Since ~~cancer~~the ~~immunotherapy~~Company ~~candidates~~will ~~that~~have ~~could~~a besmall ~~licensed~~corporate tofootprint, ~~the~~management ~~biotechnology~~anticipates and ~~pharmaceutical~~expects, ~~industry~~but cannot guarantee, ~~giving~~profitability ~~them~~within ~~opportunity~~three to ~~develop~~four inyears ~~vitro~~of ~~proven~~full ~~treatments,~~operation. ~~establishing~~Cancer ~~credibility~~immunotherapy ofis ~~our~~proving ~~rapid~~to ~~development~~be ~~model~~a significant platform from which to launch additional product lines targeting cancers.

~~The~~Through ~~Company~~anticipated isvarious ~~proceeding~~agreements with biotechnology and pharmaceutical industry, Immage Biotherapeutics, will, we contend, be able to ~~complete~~accelerate its entry into the immunotherapy development market. Company operations are beginning to stabilize due to increasing investments and maintenance of operating expenses. The Company will make a point of aggressively protecting its ~~lead~~intellectual ~~pre-IND~~property, ~~programs~~which is the foundation of the Company. With the use of proven bioinformatics tools, and the candidates constructed, Immage Biotherapeutics expects it will be able to enter ~~Phase~~the Iimmunotherapy ~~clinical~~market ~~trials~~via ~~with~~licensed ~~its~~agreements ~~first~~and ~~therapeutic~~research ~~candidate~~drug development contracts.

~~The~~MAGE ~~Company~~A (Melanoma Cancer/Testis Antigen)

~~Immage Biotherapeutics was formed to develop, market, and license its patented immunotherapy candidate for~~ MAGE -A (~~see~~melanoma-associated ~~below~~antigen-A). ~~Since~~gene ~~the~~was ~~Company~~originally ~~will~~thought ~~have~~to abe ~~small~~silent ~~corporate~~proteins ~~footprint,~~in ~~management~~normal ~~anticipates~~adult tissue, but ~~cannot guarantee, profitability~~ is ~~expected~~actually ~~within~~expressed ~~three~~in tovarious ~~four~~tumors. ~~years~~The presence of ~~full~~these ~~operation.~~antigens ~~The~~on ~~cancer~~tumor ~~immunotherapy~~cells ishas ~~proving~~been toassociated bewith aworse ~~significant~~prognosis, ~~platform~~such ~~from~~as ~~which~~shorter tosurvival ~~launch~~rate ~~additional~~in ~~product~~cancer ~~lines targeting cancers~~patients.

~~Through~~We ~~anticipated~~have ~~various~~determined ~~agreements~~that ~~with~~(MAGE)-A-derived ~~biotechnology~~peptides and ~~pharmaceutical~~small ~~industry,~~proteins ~~Immage~~elicit ~~Biotherapeutics,~~a ~~will,~~strong wein ~~contend,~~vitro beT-cell ~~able~~response toagainst ~~accelerate~~tumor ~~its entry into the immunotherapy development market~~cells. ~~Company~~MAGE-A ~~operations~~transcripts are ~~beginning~~more tofrequently ~~stabilize~~expressed ~~due~~in tobreast ~~increasing~~and ~~revenues~~prostate ~~and~~carcinomas ~~maintenance~~that ofcan ~~operating~~be ~~expenses.~~recognized ~~The~~by ~~Company~~autologous ~~will~~CTLs ~~make~~on athe ~~point~~surface of ~~aggressively~~tumor ~~protecting~~cells ~~its~~in ~~intellectual~~association ~~property,~~with ~~which~~various isclassical ~~the~~HLA ~~foundation~~(human ofleukocyte ~~the~~antigen) ~~Company~~molecules. ~~With~~The ~~the~~HLA ~~use~~system ofis ~~proven~~the ~~bioinformatics~~locus ~~tools,~~of ~~and~~genes ~~the~~that ~~candidates~~encode ~~constructed,~~for ~~Immage~~proteins ~~Biotherapeutics~~on ~~will~~the besurface ~~able~~of tocells ~~enter~~that ~~the~~are ~~immunotherapy~~responsible ~~market~~for ~~via~~regulation ~~licensed~~of ~~agreements~~the ~~and~~immune ~~research~~system ~~drug~~in ~~development contracts~~humans.

~~MAGE~~Because the MAGE-A ~~(Melanoma~~genes ~~Cancer/Testis~~are ~~Antigen)~~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

~~MAGE-A~~Intellectual (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.Property

WeImmage ~~have~~Biotherapeutics ~~determined~~has ~~that~~filed ~~(MAGE)-A-derived peptides and small proteins elicit~~ a ~~strong~~provisional inpatent ~~vitro~~application ~~T-cell~~for ~~response~~its ~~against tumor cells.~~ MAGE- A ~~transcripts~~candidate ~~are~~which, ~~more~~we ~~frequently~~believe, ~~expressed~~will ~~in breast and prostate carcinomas that can~~ be ~~recognized~~converted byto ~~autologous~~a ~~CTLs~~full onpatent once the ~~surface of tumor cells~~ in ~~association~~vitro ~~with~~and ~~various~~animal ~~classical~~studies ~~HLA~~are ~~(human leukocyte antigen) molecules~~complete. The ~~HLA~~drug ~~system~~ is the ~~locus~~result of ~~genes~~nearly ~~that~~a ~~encode~~decade ~~for~~years ~~proteins on the surface~~ of ~~cells~~significant ~~that~~discovery ~~are~~and ~~responsible~~development ~~for~~work ~~regulation~~within of the ~~immune system in humans~~industry.

~~Because~~The ~~the~~Company’s ~~MAGE-A~~researchers ~~genes~~continue ~~are~~to ~~expressed~~work inon athis ~~variety~~target, ofenabling ~~malignant~~continuity ~~tissues~~of innovation and ~~absent~~promoting inrapid ~~normal~~progress ~~tissues~~going ~~other~~forward. ~~than~~Immage ~~the~~Biotherapeutics ~~placenta~~believes ~~and~~there ~~testis,~~is ~~their~~a ~~tumor-associated~~strong ~~expression~~possibility ~~fusion~~that ~~proteins~~new ~~provide~~discoveries ~~potential~~made ~~implications~~by asour ~~targets~~scientific ~~for~~team ~~active~~and ~~immunotherapy~~collaborators will be subject to patent protection. ~~While~~In ~~the~~addition ~~actual~~to ~~functions~~patent ofprotection, ~~these~~Immage ~~proteins~~Biotherapeutics ~~are~~replies ~~unknown~~upon proprietary know-how, ~~specific~~trade ~~immunotherapies~~secret ~~have~~rules ~~already~~and ~~been~~regulations, ~~initiated~~and incontinuing ~~melanoma~~technological ~~patients~~advances byto ~~other~~enhance ~~parties~~and maintain its competitive position.

~~Intellectual~~5 ~~Property~~Table of Contents

~~Immage~~Therapeutic ~~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~~Immuno-adjuvant ~~studies~~Product ~~are~~Development ~~complete. The drug is the result of nearly a decade of significant discovery and development work within the industry.~~Programs

~~The~~Immage ~~Company’s~~Biotherapeutics ~~researchers~~management ~~continue~~plans to ~~work~~focus on ~~this~~the ~~target,~~development ~~enabling continuity~~ of ~~innovation~~immunotherapy ~~and~~for ~~promoting~~breast ~~rapid progress going forward~~cancer. Immage Biotherapeutics ~~believes there is a strong possibility that new discoveries made by our scientific team and collaborators~~ will berely ~~subject~~on topublicly-raised ~~patent protection. In addition to patent protection~~financing, ~~Immage~~product ~~Biotherapeutics replies upon proprietary know-how~~sales, ~~trade~~interest ~~secret rules and regulations~~income, and ~~continuing~~corporate ~~technological~~partnerships ~~advances~~ to ~~enhance~~fund ~~and~~its ~~maintain~~operations ~~its~~and ~~competitive~~capital ~~position~~expenditures.

5The Company’s business focus will be the following areas:

Table of Contents

	·	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.

~~Therapeutic~~Marketing and ~~Immuno-adjuvant~~Sales ~~Product Development Programs~~Plan

Immage Biotherapeutics management plans to ~~focus~~create oflicensing ~~the~~and ~~development~~contract ofresearch ~~immunotherapy~~agreements ~~for~~with ~~breast~~established pharmaceutical and ~~prostate~~ biotechnology companies, which are looking for novel cancer therapeutics. Immage Biotherapeutics, we contend, will ~~rely~~be onable ~~publicly-raised~~to ~~financing,~~accelerate ~~product~~its ~~sales,~~entry ~~interest~~into ~~income,~~the ~~and~~cancer ~~corporate~~market. ~~partnerships~~Our tobreast ~~fund~~cancer ~~its~~therapeutic ~~operations~~will ~~and~~be ~~capital~~a ~~expenditures~~first-to-market drug for immunotherapy.

~~The~~Management ~~Company’s~~and ~~business focus will be the following areas:~~Organization

·We ~~Developing~~contend athat ~~fusion/hybrid~~Immage ~~antigen~~Biotherapeutics ~~cancer~~’s ~~vaccine~~management ~~that~~team ~~would~~brings ~~not~~with ~~only~~it bethe ~~HLA~~ability ~~free~~to, ~~but~~design ~~also~~in bevitro ~~effective~~trials toin ~~all~~coordination with our outsourced partners, monitor the ~~isomers~~trials, ~~associated~~raise ~~with~~necessary ~~MAGE~~funding, Aand develop new technologies through cutting-edge research and development. In addition, ~~from~~the 1members toof 11the 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 ~~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.~~Undertakings

~~Marketing~~Immage ~~and~~Biotherapeutics ~~Sales~~is ~~Plan~~currently proceeding to:

~~Immage~~· ~~Biotherapeutics~~Develop, ~~management~~characterize, ~~will create licensing~~ and ~~contract~~scale ~~research~~production ~~agreements~~of ~~with~~a ~~established~~IMT-001 ~~pharmaceutical~~(Immagene ~~and biotechnology companies~~Ò), ~~which~~a ~~are~~hybrid/fusion ~~looking~~protein vaccine for ~~novel~~MAGE ~~cancer~~A; ~~therapeutics.~~· ~~Immage~~Complete ~~Biotherapeutics,~~pre-IND wework ~~contend,~~for ~~will~~IMT-001; be· ~~able~~Ramp tobusiness ~~accelerate~~development ~~its~~efforts ~~entry~~aimed ~~into~~at ~~the~~securing ~~cancer~~strategic ~~market.~~partnerships, ~~Our~~alliances, ~~breast~~and ~~cancer therapeutic will be a first-to-market drug for immunotherapy~~licensees.

~~Management~~Immage ~~and~~Biotherapeutics’ ~~Organization~~Company History

~~We contend that~~ Immage Biotherapeutics ’swas ~~management~~formed ~~team~~in ~~brings~~2015 ~~with it the ability~~ to ~~design in vitro trials in coordination with our outsourced partners~~develop, ~~monitor the trials~~market, ~~raise necessary funding,~~ and ~~develop~~license ~~new~~its ~~technologies~~patented ~~through~~peptide ~~cutting-edge~~immunotherapies ~~research and development~~technology. InPeptides ~~addition,~~are ~~the~~naturally ~~members~~occurring ofbiological ~~the~~molecules ~~management~~The ~~team~~overall ~~have~~goals ~~experience in setting up the necessary infrastructure~~ for ~~early-stage companies that will ultimately make them successful. In~~ the ~~case~~Company ofare ~~Immage~~to ~~Biotherapeutics~~approach profitability, weand ~~believe~~use ~~both~~ the ~~advisory~~peptide ~~board~~immunotherapies ~~and~~technology ~~board~~as ofa ~~directors~~significant ~~are~~platform ~~exceptional~~from ~~individuals~~which into ~~their~~launch ~~respective~~additional ~~fields~~product lines.

~~Current~~Therefore, ~~Undertakings~~the Company intends to enter agreements with drug development partners that are interested in cutting edge immunotherapies products. Company operations will be design to increase revenues and maintenance of operating expenses. The Company 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 expects it will be able to enter the immunotherapies markets and focus on early licensing of our products.

~~Immage~~6 ~~Biotherapeutics~~Table isof ~~currently proceeding to:~~Contents

·Marketing ~~Develop,~~Plan: ~~characterize,~~Industry ~~and~~Profile: ~~scale~~Current ~~production~~Size ofand aGrowth ~~IMT-001 (Immagene ®), a hybrid/fusion protein vaccine for MAGE A;~~Potential

·Immage ~~Complete~~Biotherapeutics ~~pre~~will focus on the use of bioinformatics tools to develop protein immunotherapies for tumor disease. The Company worked in conjunction with Pepvax Inc. and procured a provisional patent which was filed in late 2015. On June 4, 2015, the Company and PepVax, Inc., executed that certain Asset Purchase Agreement (the “Agreement”), in which the Company purchased 51% of the Patent Rights to the MAGE-~~IND~~A ~~work~~technology (the “Technology”) from PepVax, Inc. Pursuant to the Agreement and upon PepVax filing for ~~IMT~~a provisional patent application for the Technology, PepVax, Inc. sold the Patent Rights (as defined in the Agreement) and received shares of the Company Common Stock equal to Thirty Percent (29.26%) of the Corporation’s issued and outstanding shares (the “Consideration”). The transaction has closed as PepVax, Inc. has applied for the provisional patent, fulfilling the transaction conditions to closing. Accordingly, PepVax has been issued thirty percent (29.26%) of the Company shares of common stock for the rights to the Patent (specifically 42,943,521 shares of common stock) and the Company will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016). The Agreement was disclosed as Exhibit 10.1 in the Current Report on Form 8-~~001;~~K filed by the Company on July 29, 2015. The Company has issued PepVax, Inc. 42,943,521 shares of common stock pursuant to the terms and conditions of the Agreement.

·On ~~Ramp~~June ~~business~~2, ~~development~~2016, ~~efforts~~the ~~aimed~~Company atentered ~~securing~~into ~~strategic~~a ~~partnerships~~License Agreement (the "License Agreement") with PepVax, ~~alliances~~Inc. Immediately prior to the date of the License Agreement, PepVax, Inc. owned 42,943,521 shares, or 29.26%, of the Company's issued and ~~licensees~~outstanding shares of common stock. 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. PepVax, Inc. filed the provisional patent application for the SMART Plasmid DNA TM in April, 2016. The patent application is expected to be filed in early 2017. 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. The 5,000,000 shares related to the License Agreement was issued in October 2016 .

According to Vertical Edge Limited (http://www.companiesandmarkets.com/News/Healthcare-and-Medical/US-cancer-vaccine-market-to-increase-at-a-CAGR-of-5-3/NI5300) (which information is expressly not incorporated into the report), the growth of the United States immunotherapies market for cancer will increase at a compounding rate annually of 5.3% during the next six years. This means that the market (according to Vertical Edge Limited) will grow from a value of $12.8 billion to about $17.4 billion by the year 2018. Therefore, the cancer immunotherapies market in the United States is one that is growing and provides, we believe, great opportunities for innovative companies such as Immage Biotherapeutics’. ~~Company~~In ~~History~~addition, it must be noted that Americans (according to Vertical Edge Limited) spends about $230 billion each year dealing with the treatment, aftercare, and the residual effect of cancer. Sadly, approximately, 1.5 million United States citizens (according to Vertical Edge Limited ) are diagnosed with cancer each year. Therefore, we contend that there is an urgent need for cancer immunotherapies due to the increasing incidences of the pathology and the need to prevent, control, and treat the disease not only in America, but across the world, since the United States consists of a 49% share of the cancer immunotherapies market globally(according to Vertical Edge Limited). The again lend itself to both domestic and international opportunities. Approximately 15% of the United States cancer market is considered therapeutic, but this segment of the cancer immunotherapies market is expected (according to Vertical Edge Limited) to drastically increase after 2016 due to the increase focus on developing immunotherapies to many difference types of tumors.

~~Immage~~There ~~Biotherapeutics~~are ~~was~~two ~~formed~~major insegments ~~2015~~ to ~~develop,~~the ~~market,~~immunotherapies industry: adult immunotherapies and ~~license~~pediatric ~~its~~immunotherapies. ~~patented~~Though ~~peptide~~the pediatric immunotherapies ~~technology.~~market ~~Peptides~~is ~~are~~larger, ~~naturally~~adult ~~occurring~~immunotherapies ~~biological~~market ~~molecules~~is growing faster. The ~~overall~~Kalorama ~~goals~~Information report entitled The World Market for ~~the~~Cancer ~~Company~~Therapeutics ~~are~~and toBiotherapeutics ~~approach~~(Chemotherapy ~~profitability~~Agents, Interleukins/interferons, Monoclonal Antibodies, Hormone and ~~use~~Other Therapies), 4th Edition (which information is expressly not incorporated into the ~~peptide~~report), estimated the adult immunotherapies ~~technology~~market, aswhich aconsisted ~~significant~~mostly ~~platform~~of immunotherapies to infectious disease, to be about $12.5 billion. This was an increase from ~~which~~$10.1 billion and due mostly to ~~launch~~the ~~additional~~sale ~~product~~of ~~lines~~infectious diseases. The sales of adult immunotherapies are estimated to increase at an annual compounded rate of 10.3% over the time period of 2010 to 2016.

~~Therefore,~~7 ~~the~~Table 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.Contents

6Industry Trends

~~Table~~As mentioned, the United States spends billions of ~~Contents~~dollars to treat cancer each year. This trend will increase as the American and worldwide population of older individuals rises. Cancer is disease of aging that disproportionately affects older adults and often results in considerable public health consequences (Schmidlin, 2012). As the United States population continues to live longer, the incidence of cancer is also expected to rise, creating increasing demand for therapeutic immunotherapies. One of the fastest growing segments of the drug development market is for novel therapies such as in silico designed drugs. Our compounds will need to demonstrate that these therapies have the possibility to not only treat cancers but also counter the high costs of clinical trials by the cost savings of in silico drug development and Clinical Research Operations (CROs). The protein immunotherapy candidate patented by Immage Biotherapeutics will allow for licenses of our product to obtain such results. The Company worked in conjunction with Pepvax Inc. to procure a provisional patent which was filed in August 2015. The provisional patent application was amended and refiled in October 2016. PepVax Inc. received thirty percent (29.26%) 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, to be filed in the second quarter of 2017).

~~Marketing~~Other ~~Plan: Industry Profile: Current Size and Growth Potential~~Characteristics

Immage Biotherapeutics’ ~~will~~products ~~focus~~are onplanned ~~the use of bioinformatics tools~~ to ~~develop~~be ~~protein~~licensed ~~immunotherapies~~and ~~for~~sold ~~tumor disease~~worldwide. The Company's isproducts ~~working~~are inplanned ~~conjunction with a Pepvax Inc.~~ to ~~procure~~be alicensed ~~provisional~~directly ~~patent. The~~and ~~provisional~~primarily ~~patent~~to ~~was~~domestic ~~filed~~and ~~in August~~foreign ~~2015. On~~biotechnology ~~June~~and 4,pharmaceutical ~~2015,~~firms ~~the Company~~ and ~~PepVax, Inc~~academics., ~~executed~~Academics ~~that~~researchers ~~certain~~can ~~Asset~~obtain ~~Purchase~~either ~~Agreement~~an ~~(the~~exclusion ~~“Agreement”),~~or ~~in which the Company purchased 51% of the Patent Rights to the MAG~~non-Aexclusive ~~technology (the “Technology”) from PepVax, Inc~~license. ~~Pursuant~~An toexclusive ~~the~~license ~~Agreement~~in ~~and~~one ~~upon~~is ~~PepVax~~which ~~filing for a provisional patent application for~~ the ~~Technology,~~investigator ~~PepVax,~~will ~~Inc.~~take ~~shall~~on ~~close and sell~~ the ~~Patent~~responsibility ~~Rights (as defined in the Agreement) and shall receive shares~~ of ~~the~~advancing ~~Company Common Stock equal to Thirty Percent (30%) of~~ the ~~Corporation’s~~product ~~issued and outstanding shares (the “Consideration”). The transaction has now closed~~ as ~~PepVax,~~if ~~Inc.~~it ~~has~~was ~~applied~~their ~~for~~invention ~~the~~by ~~provisional~~adding ~~patent,~~value ~~fulfilling the transaction conditions~~ to ~~closing. Accordingly, PepVax has been issued thirty percent (30%) of~~ the ~~Company~~product ~~shares~~via ofin ~~common stock for the rights to the Patent (specifically 42~~vitro,~~943,521~~ ~~shares~~in ofvivo ~~common~~or ~~stock)~~human ~~and the Company will focus on developing the provisional patent into a final patent (anticipated, but not guaranteed, for late 2016)~~trails. ~~The~~A ~~Agreement~~non-exclusive ~~was~~license ~~disclosed~~in asone ~~Exhibit 10.1~~ in ~~the~~which ~~Current~~an ~~Report~~academic oninvestigation ~~Form 8-K filed by the Company on July 29, 2015. The Company~~ has ~~issued~~only ~~PepVax,~~a ~~Inc.~~basic ~~42,943,521~~science ~~shares~~interest ofin ~~common~~the ~~stock~~product ~~pursuant~~ to ~~the~~study ~~terms~~a ~~and~~non-commercial ~~conditions~~aspect of the ~~Agreement~~production functionality.

~~According~~Licensing ~~to Vertical Edge Limited (http://www.companiesandmarkets.com/News/Healthcare-~~and~~-Medical/US-cancer-vaccine-market-to-increase-at-a-CAGR-of-5-3/NI5300)~~ ~~(which~~Sales information is expressly not incorporated into the report), the growth of the United States immunotherapies market for cancer will increase at a compounding rate annually of 5.3% during the next six years. This means that the market (according to Vertical Edge Limited ) will grow from a value of $12.8 billion to about $17.4 billion by the year 2018. Therefore, the cancer immunotherapies market in the United States is one that is growing and provides, we believe, great opportunities for innovative companies such as Immage Biotherapeutics. In addition, it must be noted that Americans (according to Vertical Edge Limited ) spends about $230 billion each year dealing with the treatment, aftercare, and the residual effect of cancer. Sadly, approximately, 1.5 million United States citizens (according to Vertical Edge Limited ) are diagnosed with cancer each year. Therefore, we contend that there is an urgent need for cancer immunotherapies due to the increasing incidences of the pathology and the need to prevent, control, and treat the disease not only in America, but across the world, since the United States consists of a 49% share of the cancer immunotherapies market globally(according to Vertical Edge Limited ). This lends itself to both domestic and international opportunities. Approximately 15% of the United States cancer market is considered therapeutic, but this segment of the cancer immunotherapies market is expected (according to Vertical Edge Limited ) to drastically increase after 2016 due to the increase focus on developing immunotherapies to many difference types of tumors.Channels

~~There~~Immage ~~are~~Biotherapeutics ~~two~~intends ~~major segments~~ to ~~the~~enter ~~immunotherapies~~into ~~industry:~~exclusive ~~adult~~licensing ~~immunotherapies~~agreements ~~and~~with ~~pediatric~~other ~~immunotherapies.~~drug ~~Though~~development ~~the~~companies ~~pediatric~~whether ~~immunotherapies~~in ~~market~~the isUnited ~~larger,~~States ~~adult~~or ~~immunotherapies market is growing faster~~abroad. ~~The~~Immage ~~Kalorama Information report entitled The World Market for Cancer Therapeutics and~~ Biotherapeutics ~~(Chemotherapy~~also ~~Agents,~~plan ~~Interleukins/interferons,~~to ~~Monoclonal~~enter ~~Antibodies,~~into ~~Hormone~~exclusive and ~~Other~~non-exclusive ~~Therapies),~~licensing ~~4th~~agreements ~~Edition~~with ~~(which~~academic ~~information~~researches. isImmage ~~expressly~~Biotherapeutics ~~not~~plan ~~incorporated into the report), estimated the adult immunotherapies market, which consisted mostly of immunotherapies~~ to ~~infectious~~be ~~disease,~~able to beoffer ~~about~~hundreds ~~$12.5~~of ~~billion.~~products ~~This~~via ~~was~~its anonline ~~increase~~web ~~from~~platform ~~$10.1~~where ~~billion~~we ~~and~~will ~~due mostly to the~~ sale ~~related~~directly to ~~infectious~~our ~~diseases~~customers. ~~The~~No ~~sales~~assurances ofcan ~~adult~~be ~~immunotherapies~~provided ~~are~~as ~~estimated~~ to ~~increase~~the attiming anor ~~annual~~profitability ~~compounded rate~~ of ~~10.3%~~such ~~over the time period of 2010 to 2015~~arrangements.

7Competitive Analysis

~~Table~~Direct ~~of Contents~~Competition

~~Industry~~Competition ~~Trends~~in the immunotherapies development markets, management has observed, is getting expanding rapidly. Immage Biotherapeutics’ competitors include well-established pharmaceuticals as well as emerging biotechnology companies. Many of these competitors have substantial financial resources, large research and development staffs, extensive experience and capabilities in researching, developing and testing of products in clinical trials, and in obtaining FDA and other regulatory approvals. Their manufacturing facilities, marketing resources, and distribution networks also contribute to their ability to compete in the immunotherapies development markets.

As8 ~~mentioned,~~Table ~~the United States spends billions~~ of dollars to treat cancer each year. This trend will increase as the American and worldwide population of older individuals rises. Cancer is disease of aging that disproportionately affects older adults and often results in considerable public health consequences (Schmidlin, 2012). As the United States population continues to live longer, the incidence of cancer is also expected to rise, creating increasing demand for therapeutic immunotherapies. One of the fastest growing segments of the drug development market is for novel therapies such as in silico designed drugs. Our compounds will need to demonstrate that these therapies have the possibility to not only treat cancers but also counter the high costs of clinical trials by the cost savings of in silico drug development and Clinical Research Operations (CROs). The protein immunotherapy candidate patented by Immage Biotherapeutics will allow for licenses of our product to obtain such results. The Company is working in conjunction with a Pepvax Inc. to procure a provisional patent (expected, but not assured) to be filed in late summer or early fall 2015. 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).Contents

~~Other~~Indirect ~~Characteristics~~Competition

~~Immage~~We ~~Biotherapeutics’~~believe ~~products~~indirect ~~are~~competition ~~planned~~is tonegligible bein ~~licensed~~the ~~and sold worldwide~~immunotherapies. ~~The~~There ~~Company's products~~ are ~~licensed~~very ~~directly~~few ~~and~~alternative ~~primarily~~ to ~~domestic~~prophylactic and ~~foreign~~therapeutic ~~biotechnology~~immunotherapies ~~and~~for ~~pharmaceutical~~tumors ~~firms and academics. Academics researchers can obtain either an exclusion~~ or ~~non-exclusive~~infectious ~~license. An~~disease ~~exclusive~~diseases ~~license in one is~~ which ~~the~~allow ~~investigator~~for ~~will~~a ~~take~~treatment onor ~~the~~prevention ~~responsibility~~ of ~~advancing~~a ~~the~~disease ~~product~~with asone ~~if it was their invention by adding value to the product via in vitro, in vivo~~ or ~~human~~two ~~trails.~~doses ~~A non-exclusive license in one in which an academic investigation has only a basic science interest in the product to study a non-commercial aspect~~ of ~~the production functionality~~medicine.

~~Licensing~~Future ~~and Sales Channels~~Competition

~~Immage~~Future ~~Biotherapeutics~~competition will ~~enter~~come ~~into~~in ~~exclusive~~the ~~licensing~~form ~~agreements~~of ~~with~~new ~~other~~technology. ~~drug~~Breakthrough ~~development~~compounds ~~companies~~that ~~whether~~would, inwe ~~the~~believe, ~~United~~make ~~States~~peptide orimmunotherapies ~~abroad.~~obsolete ~~Immage~~are ~~Biotherapeutics~~not ~~also~~likely ~~plans~~in tothe ~~enter~~next ~~into~~25 ~~exclusive~~years ~~and~~based ~~non-exclusive~~on ~~licensing~~current ~~agreements~~research ~~with academic researches~~results. Immage Biotherapeutics ~~plans~~management towill becontinue ~~able~~ to ~~offer~~monitor ~~hundreds~~all ofrelevant ~~products~~research ~~via~~and ~~its~~expects ~~online web platform where we will sell directly~~ to ~~our~~exit ~~customers.~~prior ~~No assurances can be provided as~~ to ~~the~~major ~~timing~~technology ~~or profitability of such arrangements~~advances.

Competitive Analysis

~~Direct~~Overall, ~~Competition~~we contend that our company competes by being a leading provider of a full line of technologically advanced peptide immunotherapies candidates, supported by exceptional core managerial team, expansive licensing programs, education, and clinical support consultation of our licensed products. The primary area that affects competition is making sure that we develop strong relationships with the major biotechnology and pharmaceutical companies in the field of immunotherapies development. A well-placed connection, in this regards, proclaiming the effects of a company’s patented immunotherapies products, we contend, goes a long way in providing a competitive edge.

~~Competition~~As inmentioned, the market for immunotherapies ~~development~~is ~~markets~~growing, ~~management~~we ~~has~~have observed, isat ~~getting~~a ~~expanding~~double-digit ~~rapidly.~~pace ~~Immage~~over ~~Biotherapeutics’~~the ~~competitors~~next ~~include~~few ~~well-established~~years. ~~pharmaceuticals~~Many consider immunotherapies development as ~~well~~an encouraging growth market as ~~emerging~~many ~~biotechnology~~drugs ~~companies~~lose their patent protection. There are a number of competitors in the immunotherapies development industry. Many of these ~~competitors~~companies ~~have~~are ~~substantial~~quite ~~financial~~large. ~~resources~~They include companies, ~~large~~such ~~research~~as, ~~and~~GlaxoSmithKline, ~~development~~Merck ~~staffs~~& Co., ~~extensive~~Novartis, ~~experience~~Pfizer, and ~~capabilities~~Sanofi Pasteur. They control as much as 80% of the immunotherapies market in ~~researching~~the world. Even so, ~~developing~~we believe that being a division of a much larger company is both a potential strength and ~~testing~~potential weakness. It offers the strength of ~~products~~a inlarge ~~clinical~~manufacturing, ~~trials~~marketing based, and economy of scale, but it also a weakness in ~~obtaining~~developing ~~FDA~~new ~~and~~immunotherapies ~~other~~candidates ~~regulatory~~at ~~approvals~~a rapid pace. ~~Their~~This ~~manufacturing~~is ~~facilities~~the reason why many larger pharmaceutical purchase smaller biotechnology boutiques that can fill in to drug portfolio. Often, ~~marketing~~the ~~resources~~larger parent company will dictate the business strategy of the smaller firm. Although the companies named control a significant share of the market, Immage Biotherapeutics feels that the strength of its proprietary peptide immunotherapies composition will not only accelerate its entrance into the significant market share, but allow it to create new product opportunities as well. Our company will position itself to be able to develop products that, we believe, would be of interest to large biotechnology and ~~distribution~~pharmaceutical ~~networks~~firms. ~~also~~Those ~~contribute~~large drug companies have significant financial resources to ~~their~~put ~~ability~~toward new product development and have large departments devoted to ~~compete~~making the necessary regulatory submissions to the FDA. Immage Biotherapeutics intends to will work diligently to license our products to them in order to take advantage of their considerable FDA regulatory experience. Immage Biotherapeutics intends to set marketing strategies of licensing to the ~~immunotherapies~~larger drug companies and plans to remain focused on the development ~~markets~~of the market which focuses of the creation of cancer immunotherapies candidates.

8There are others small- to medium-sized immunotherapies development companies, such as, Bavarian Nordic, Inc. (Mountain View, CA), Inovio Pharmaceuticals (San Diego, CA) MabVax Therapeutics (San Diego, CA), Novartis, (San Diego, CA), Novarx (San Diego, CA), PaxVax (San Diego, CA) and Global Immunotherapies (Research Triangle Park, NC). The website http://biopharmguy.com/links/company-by-location-immunotherapies.php (which information is expressly not incorporated into the report), gives a list a immunotherapies company that include many differing immunotherapies developing companies from drug giant Novartis to Inhibikase Therapeutics, Inc, a company less than 10 employees. However, the total amount of immunotherapies developing companies is a moving target and difficult to pin down. Violionet.org www.violinet.org (which information is expressly not incorporated into the report), has a list of over 120 immunotherapy companies in the United States that they have identified as such. Most countries of the world, especially in the developed nations, have immunotherapeutic companies. Therefore, these non-united States companies lend themselves as potential overseas collaborators and partners. Many of these companies have small Research and development budgets and in many cases are based on scientific papers that support their product claims. Even so, many of these companies, we contend, have a very small Intellectual Property library and look to have a major success on one or two patented products.

9 Table of Contents

~~Indirect~~Market ~~Competition~~Analysis

WeTarget ~~believe~~Market indirect competition is negligible in the immunotherapies. There are very few alternative to prophylactic and therapeutic immunotherapies for tumors or infectious disease diseases which allow for a treatment or prevention of a disease with one or two doses of medicine.Profile

~~Future~~The ~~Competition~~size of the cancer immunotherapies market, as mentioned, is expected to have a compounded growth rate annually of 5.3% (http://www.companiesandmarkets.com/News/Healthcare-and-Medical/US-cancer-vaccine-market-to-increase-at-a-CAGR-of-5-3/NI5300). In 2010, according to the same report, the value of the cancer immunotherapies market was US $12.8 billion and by 2018 it is estimated to be worth US$17.4 billion. Therefore, this market represents a great opportunity for entrance. Management contends that the need for unique and proven therapeutics is great since it estimated, based on the above report, that 1.5 million American is diagnosed with cancer each year. Over US$230 billion each year is spent managing the repercussion of this dreaded disease.(http://www.companiesandmarkets.com/News/Healthcare-(which information is expressly not incorporated into the report). Therefore, Immage Biotherapeutics has developed a strategy to highlight its potential immunotherapies candidate’s products directly to through its secure website. The average yearly cost to maintain the website, we estimate, is $20,000.

~~Future~~Immage ~~competition~~Biotherapeutics’ candidates will ~~come~~be inlicensed ~~the~~exclusively ~~form~~and ofnon-exclusively ~~new~~to ~~technology~~larger biotechnology and pharmaceutical companies and academia. ~~Breakthrough~~This ~~compounds~~market ~~that~~has ~~would,~~continued weto ~~believe~~be very competitive and price sensitive as a result of pressures to control health care costs and the FDA and other such foreign agency regulatory structures. In addition, ~~make~~the ~~peptide~~market ~~immunotherapies~~is ~~obsolete~~heavily ~~are~~influenced ~~not~~by ~~likely~~governmental inreimbursement programs. For example, the ~~next~~immunotherapies 25market ~~years~~can ~~based~~be onseparated ~~current~~into ~~research~~the ~~trends~~segments: adult target immunotherapies and ~~results~~ pediatric immunotherapies. ~~Immage~~Because ~~Biotherapeutics~~the ~~management~~domestic ~~will~~and ~~continue~~foreign tomarkets ~~monitor~~are ~~all~~quite ~~relevant~~large, ~~research~~Immage ~~and~~Biotherapeutics ~~expects~~will tolook ~~exit~~for ~~prior~~the best licensing agreements with several companies to ~~major~~reach ~~technology~~markets ~~advances~~worldwide.

~~Competitive~~Customer ~~Analysis~~Profile

~~Overall,~~The wecustomer ~~contend~~profile ~~that~~for ~~our~~the ~~company~~immunotherapies ~~competes~~industry byfor ~~being~~our aproducts ~~leading~~consists ~~provider~~mostly of alarge ~~full~~biotechnology ~~line~~and ofpharmaceutical ~~technologically~~company ~~advanced~~and ~~peptide~~academia. ~~immunotherapies~~For ~~candidates~~example, ~~supported~~Merck byhas ~~exceptional~~consistently ~~core~~looked ~~managerial~~to ~~team,~~boost ~~expansive~~their ~~licensing~~pipeline ~~programs,~~via ~~education,~~the ~~and~~funding ~~clinical support consultation~~ of ~~our~~biotechnological ~~licensed~~early-stage ~~products~~research (http://www.technologyreview.com/news/428064/merck-looks-to-startups/) ~~The~~(which ~~primary~~information ~~area~~is ~~that~~expressly ~~affects~~not ~~competition~~incorporated isinto ~~making~~the ~~sure~~report). ~~that~~Like weMerck, ~~develop~~many ~~strong~~of ~~relationships~~the ~~with~~drug ~~the~~company ~~major~~giants ~~biotechnology~~Sanofi, Pfizer, and GlaxoSmithKline have underscore advancing new pharmaceutical ~~companies~~via inpartnerships ~~the~~with ~~field~~small ofupstarts ~~immunotherapies~~rather taken on novel product development. Athemselves ~~well~~(http://www.fiercebiotech.com/story/merck-~~placed~~beefs-bankroll-biotech-startups/2012-06-04) ~~connection,~~(which ininformation ~~this~~is ~~regards,~~expressly ~~proclaiming~~not incorporated into the ~~effects~~report),. Because of athis, ~~company’s~~Immage ~~patented~~Biotherapeutics ~~immunotherapies~~is ~~products~~posed, we ~~contend~~believe, ~~goes~~to developing a ~~long~~candidate ~~way~~that inwill ~~providing~~be aof ~~competitive~~interested ~~edge~~to those companies. Our next sizable market is academia or those are involved in cancer research.

AsThe ~~mentioned,~~world’s ~~the~~oldest ~~market~~and ~~for~~largest ~~immunotherapies~~cancer isresearch ~~growing,~~association weis ~~have observed, at a double-digit pace over~~ the ~~next~~American ~~few~~Association ~~years.~~for ~~Many~~Cancer ~~consider~~Research ~~immunotherapies~~and ~~development~~ as ~~an encouraging growth market as many drugs lose their patent protection. There are a number~~ of ~~competitors~~2016 inhad ~~the~~37,000 ~~immunotherapies development industry~~members. ~~Many~~Those ofmembers ~~these companies are quite large. They~~ include ~~companies,~~cancer ~~such~~researchers ~~as, GlaxoSmithKline,~~from ~~Merck~~over ~~& Co., Novartis, Pfizer, and Sanofi Pasteur. They control as much as~~ 80% ~~of the immunotherapies market in the world (http://www~~countries.~~pharmpro.com/articles/201201/business-The-Expanding-Immunotherapies-Market/)~~ ~~(which~~Immage ~~information~~Biotherapeutics isplan ~~expressly~~to ~~not~~be ~~incorporated~~present ~~into~~at ~~the~~their ~~report). Even~~conference ~~so, we believe that being a division of a much larger company is both a potential strength~~ and ~~potential~~reach ~~weakness.~~out Itto ~~offers~~ the ~~strength~~cancer ofresearcher acommunity ~~large~~by ~~manufacturing,~~highlighting ~~marketing~~our ~~based,~~cancer ~~and economy of scale, but it also a weakness in developing new~~ immunotherapies ~~candidates at a rapid pace. This is the reason why many larger pharmaceutical purchase smaller biotechnology boutiques that can fill into their drug~~ portfolio. ~~Often,~~ ~~the~~Many ~~larger parent company will dictate the business strategy~~ of ~~the~~those ~~smaller~~researches ~~firm.~~in ~~Although~~academia the companies named control a significant share of the market, Immage Biotherapeutics feels that the strength of its proprietary peptide immunotherapies composition will not only accelerate its entrance into the significant market share, but allow it to create new product opportunities as well. Our company will position itself to be able to develop products that, we believe, would beeither ~~of interest to large biotechnology and pharmaceutical firms. Those large drug companies~~ have ~~significant~~funding ~~financial~~from ~~resources~~a tofoundation ~~put~~or ~~toward~~from ~~new product development and have large departments devoted to making~~ the ~~necessary~~federal ~~regulatory submissions to the FDA~~grants. ~~Immage~~We ~~Biotherapeutics~~plan ~~will~~to work ~~diligently~~with tothose ~~license~~individuals ~~our products to them~~ in order to ~~take~~further ~~advantage of their considerable FDA regulatory experience. Immage Biotherapeutics sets a marketing strategy of licensing to~~ the ~~larger drug companies and plans to remain focused on the~~ development of ~~the~~our ~~market which focuses of the creation of cancer immunotherapies candidates~~products.

9Future Markets

~~Table~~Immage Biotherapeutics plans to build its revenues on the identification and development of ~~Contents~~key immunotherapy candidate for MAGE A for the preparation of human clinical trials. Immage Biotherapeutics management will work diligently to license its products to larger biotechnology and pharmaceutical companies. This activity will lend itself to future milestone payments as our products moves through the drug developmental pathway. Once our products have reached the market and have been approved by the FDA, royalties, we contend, will become a significant part of our revenue. In addition, our products will be available for research for academia.

There are others small- to medium-sized immunotherapies development companies, such as, Bavarian Nordic, Inc. (Mountain View, CA), Inovio Pharmaceuticals (San Diego, CA) MabVax Therapeutics (San Diego, CA), Novartis, (San Diego, CA), Novarx (San Diego, CA), PaxVax (San Diego, CA) and Global Immunotherapies (Research Triangle Park, NC). The website http://biopharmguy.com/links/company-by-location-immunotherapies.php (which information is expressly not incorporated into the report), gives a list a immunotherapies company that include many differing immunotherapies developing companies from drug giant Novartis to Inhibikase Therapeutics, Inc, a company with less than 10 ~~employees.~~Table ~~However, the total amount~~ of immunotherapies developing companies is a moving target and difficult to pin down. Violionet.org www.violinet.org (which information is expressly not incorporated into the report), has a list of over 120 immunotherapy companies in the United States that they have identified as such. Most countries of the world, especially in the developed nations, have immunotherapeutic companies. Therefore, these non-united States companies lend themselves as potential overseas collaborators and partners. Many of these companies have small Research and development budgets and in many cases are based on scientific papers that support their product claims. Even so, many of these companies, we contend, have a very small Intellectual Property library and look to have a major success on one or two patented products.Contents

~~Market~~Product/Service ~~Analysis~~Plan

~~Target~~Features ~~Market~~and ~~Profile~~Benefits

The size of the cancer immunotherapies market, as mentioned, is expected to have a compounded growth rate annually of 5.3% (http://www.companiesandmarkets.com/News/Healthcare-and-Medical/US-cancer-vaccine-market-to-increase-at-a-CAGR-of-5-3/NI5300). In 2010, according to the same report, the value of the cancer immunotherapies market was US $12.8 billion and by 2018 it is estimated to be worth US$17.4 billion. Therefore, this market represents a great opportunity for entrance. Management contends that the need for unique and proven therapeutics is great since it estimated, based on the above report, that 1.5 million American is diagnosed with cancer each year. Over US$230 billion each year is spent managing the repercussion of this dreaded disease.(http://www.companiesandmarkets.com/News/Healthcare-(which information is expressly not incorporated into the report). Therefore, Immage Biotherapeutics has developed a strategy to highlight its potential immunotherapies candidate’s products directly to through its secure website. The average yearly cost to maintain the website, we estimate, is $20,000.Immunotherapy

~~Immage~~Management ~~Biotherapeutics’~~contends ~~candidates~~that ~~will~~the bein ~~licensed~~silico ~~exclusively~~design ~~and~~of ~~non-exclusively~~peptide toimmunotherapies ~~larger~~ensure ~~biotechnology~~many ~~and~~advantages ~~pharmaceutical~~over ~~companies~~existing ~~and~~immunotherapies ~~academia~~preparations. ~~This~~Many ~~market~~immunotherapies ~~has~~are ~~continued~~made tousing bethe ~~very~~attenuated ~~competitive~~form of a pathogen, the pathological organism causing the disease, or the organism toxin. Yet, for any of these construct mentioned, the immune system sees and ~~price~~responds ~~sensitive~~only asto a ~~result~~small selected group of ~~pressures~~peptide to ~~control~~mount ~~health~~an ~~care~~effective ~~costs~~immune ~~and~~response. Therefore, a much more effective approach, we believe, would be to design immunotherapies that consist only of the ~~FDA~~most ~~and~~immunological ~~other~~amino ~~such~~acid ~~foreign~~sequences ~~agency~~that ~~regulatory~~would ~~structures~~lead to immunity to fight or prevent a cancer or an infectious disease. InSince ~~addition~~these immunotherapies are made of materials that are non-infectious and are already familiar to the human body, the ~~market~~chance isof ~~heavily~~pathogenic ~~influenced~~contamination byor ~~governmental~~toxicity ~~reimbursement~~is ~~programs~~small. ~~For~~In ~~example~~addition, the ~~immunotherapies~~proteins, ~~market~~due ~~can~~to their size, could be ~~separated~~easily ~~into~~enhanced ~~the~~to ~~segments:~~increase ~~adult~~its ~~target~~immunogenicity ~~immunotherapies~~with ~~and~~viral ~~pediatric~~vector ~~immunotherapies~~carriers. ~~Because~~The ~~the~~ease ~~domestic~~of Immage Biotherapeutics using in silico tools allow this platform to create specific and ~~foreign~~targeted ~~markets~~molecules to various tumor antigens that are ~~quite~~specific ~~large,~~for ~~Immage~~individuals. ~~Biotherapeutics~~There ~~will~~are ~~look~~many different tumors that have shown that creating therapies for ~~the~~a ~~best~~specific ~~licensing~~individual ~~agreements~~is ~~with~~viable ~~several~~and ~~companies~~have tofound ~~reach~~success ~~markets~~in ~~worldwide~~the lab and in clinical trial.

~~Customer~~Value ~~Profile~~Proposition

The ~~customer~~latest ~~profile~~technology ~~for~~Proven ~~the~~safe ~~immunotherapies industry for our products consists mostly of large biotechnology~~ and ~~pharmaceutical~~more ~~company~~effective ~~and~~than ~~academia.~~other ~~For~~treatments ~~example,~~Continuous ~~Merck has consistently looked to boost their pipeline via the funding of biotechnological early-stage~~ research ~~(http://www.technologyreview.com/news/428064/merck-looks-to-startups/) (which information is expressly not incorporated into the report). Like Merck, many of the drug company giants Sanofi, Pfizer,~~ and ~~GlaxoSmithKline have underscore advancing new pharmaceutical via partnerships with small upstarts rather taken on novel~~ product ~~development~~improvements ~~themselves~~Support ~~(http://www.fiercebiotech.com/story/merck-beefs-bankroll-biotech-startups/2012-06-04)~~literature ~~(which~~explaining ~~information~~efficacies isand expressly not incorporated into the report),. Because of this, Immage Biotherapeutics is posed, we believe, to developing a candidate that will be of interested to those companies. Our next sizable market is academia or those are involved in cancer research.procedures

10The Intellectual Property valuations are due to the following assumptions. The valuation process necessitates gathering much more information as well as in-depth understanding of economy, industry, and specific business that directly affect the value of the intellectual property. Therefore, such information may be gathered from external and / or internal sources. Finally, the information is devoted to be turned into financial models to estimate the fundamental value of a particular type of intellectual property based on such adapted International Valuation Standards.

~~Table~~Stage of ~~Contents~~Development

The world’s oldest and largest cancer research association is the American Association for Cancer Research and as of 2012 had 32,000 members. Those members include cancer researchers from over 80 countries. Immage Biotherapeutics plan to be present at their conference and reach out to the cancer researcher community by highlighting our cancer immunotherapies portfolio. Many of those researches in academia would either have funding from a foundation or from the federal grants. We plan to work with those individuals in order to further the development of our products.

Year

Cancer Testis Antigen

Disease Target based on publications

a. IP valuation upon patenting

b. Clinical Trial Phase 1

MAGE-A

Breast, liver, pancreas, prostate, melanoma, lung

a. $1,000,000

b. $10,000,000

~~Future~~Table ~~Markets~~1 – Details on MAGE A and possible IP valuations

~~Immage~~Our ~~Biotherapeutics~~novel ~~plan~~MAGE-A toimmunotherapy ~~build~~candidate ~~its~~has ~~revenues~~the onpotential ~~the~~for ~~identification~~significant and ~~development~~rapid ofgrowth. ~~key~~The ~~immunotherapy~~goal ~~candidate~~is ~~for~~to ~~MAGE~~generate Aprofits ~~for~~from the ~~preparation~~sale of ~~human~~the ~~clinical~~products ~~trials.~~that ~~Immage~~the ~~Biotherapeutics~~Company ~~management~~develops ~~will~~and ~~work~~licenses. ~~diligently~~To toaugment ~~license~~the ~~its~~commercialization ~~products~~of toits ~~larger~~technology, ~~biotechnology~~Immage ~~and~~Biotherapeutics ~~pharmaceutical~~intends ~~companies.~~to ~~This~~enter ~~activity~~into ~~will~~licensing ~~lend~~agreements ~~itself~~with tobiotechnology ~~future~~and ~~milestone~~pharmaceutical ~~payments~~companies asand, ~~our~~to ~~products~~a ~~moves~~lesser ~~through~~extent, ~~the~~with ~~drug~~academics ~~developmental~~looking ~~pathway.~~to ~~Once~~expand ~~our~~their ~~products~~understanding ~~have~~of ~~reached~~how ~~the~~peptide ~~market~~interact ~~and~~with ~~have~~the ~~been~~immune ~~approved~~system. byConsistent ~~the~~with ~~FDA,~~this ~~royalties~~goal, wethe ~~contend,~~Company ~~will~~intends ~~become~~to aretain ~~significant~~and ~~part~~expand ofits ~~our~~proprietary ~~revenue.~~rights Into ~~addition,~~its ~~our~~ products ~~will~~and ~~be available for research for academia~~technologies.

~~Product/Service~~11 ~~Plan~~Table of Contents

~~Features~~Intellectual ~~and Benefits~~Property

~~Immunotherapy~~As is industry practice, Immage Biotherapeutics has a policy of using patents, trademarks, and trade secrets to protect the results of its research and development activities and, to the extent it may be necessary or advisable, to exclude others from appropriating its proprietary technology. The Company's policy is to aggressively protect its proprietary technology by seeking and enforcing patents in a worldwide program.

~~Management~~Immage ~~contends~~Biotherapeutics ~~that~~plans ~~the~~to inobtain ~~silico~~patents ~~design~~or offile ~~peptide~~patent ~~immunotherapies~~applications ~~ensure~~in ~~many advantages over existing immunotherapies preparations. Many immunotherapies are made using~~ the ~~attenuated~~United ~~form of a pathogen~~States, ~~the pathological organism causing the disease~~EU, ~~or the organism toxin. Yet~~Brazil, ~~for any of these construct mentioned~~China, ~~the immune system sees~~ and ~~responds~~India ~~only~~in tothree aseries ~~small~~regarding ~~selected~~the ~~group~~compositions of ~~peptide~~protein toimmunotherapies ~~mount an effective immune response. Therefore~~derivatives, ~~a much more effective approach, we believe, would be to design immunotherapies that consist only of~~ the ~~most~~processes ~~immunological~~by ~~amino~~which ~~acid~~they ~~sequences that would lead to immunity to fight or prevent a cancer or an infectious disease. Since these immunotherapies~~ are ~~made~~produced, ~~of materials that are non-infectious~~ and ~~are already familiar to~~ the ~~human~~methods ~~body, the chance~~ of ~~pathogenic contamination or toxicity is small. In addition, the proteins, due to~~ their ~~size, could be easily enhanced to increase its immunogenicity with viral vector carriers~~use. The ease of Immage Biotherapeutics using in silico tools allow this platform to create specific and targeted molecules to various tumor antigens that are specific for individuals. There are many different tumors that have shown that creating therapies for a specific individual is viable and have found success in the lab and in clinical trial.

~~Value~~The ~~Proposition~~patents will generally relate to the basic processes of producing peptide immunotherapies derivatives, to certain specific examples of such processes, and to certain formulations of peptide immunotherapies derivatives. Foreign patents that are counterparts to the foregoing United States patents will include the member states of the European Economic Community and several other countries.

✓The second series of patent applications relates to preferred processes for the production of peptide immunotherapies derivatives. A Patent Cooperation Treaty application based on the parent United States application will be filed in a number of foreign countries. Immage Biotherapeutics will rely upon, and intends to continue to rely upon, trade secrets, unpatented proprietary know-how, and continuing technological innovation to develop and maintain its competitive position. The ~~latest~~Company ~~technology~~typically plan to enters into confidentiality agreements with its scientific consultants, and Immage Biotherapeutics’ key employees will have to enter into agreements with the Company requiring that they forbear from disclosing confidential information of the Company and assign to the Company all rights in any inventions made while in the Company’s employ relating to the Company’s activities. Accordingly, the Company believes, but cannot provide guarantees, that its valuable trade secrets and unpatented proprietary know-how are adequately protected. Immage Biotherapeutics also believes that its trademarks and trade names are valuable assets; consequently, it is the intent of management (although no assurances can be given) to protect the names of various product lines by trademarks.

~~✓ Proven safe and more effective than other treatments~~Equipment

✓Immage ~~Continuous~~Biotherapeutics is a biotechnology company focus on the development of a universal vaccine that could be targeted to several tumors that expresses the cancer tumor antigen MAGE-A. The MAGE-A family of antigen has several different isomers that MAGE-A1 to MAGE-A12 (Hartmann, 2015). Because MAGE-A is a cancer testis antigen it is found beyond the blood-testis antigen. Therefore, its expression within the body outside of the testis is usually in association with tumors. This project intends to focus the research and ~~product~~development ~~improvements~~to a MAGE-A vaccine that can treat triple negative breast cancer. Even though much of the in vivo 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:

✓· ~~Support~~Microplate ~~literature~~Absorbance ~~explaining~~Reader: ~~efficacies~~The microplate will be used to conduct MHC Class I and ~~procedures~~II binding assay and T-cell proliferation assay which will be helpful in accessing the immunogenicity of the peptides that will be part of the university MAGE-A vaccine. · Immunowash Microplate Washer: The ImmunoWash™ 1575 microplate washer is essential for performing accurate and reproducible immunoassays in a microplate format, such as ELISA. Some of the features and benefits of the equipment is that it will allow a variety of preprogrammed wash sequences, to design, store, and reproducibly perform special wash routines, to maximize wash efficiency by adapting to various liquids and buffers, assay components and conditions, and exercise complete control of needle position (horizontal and vertical) and aspiration/dispensing rates as indicated in the research protocol. This equipment is important to the research applications such as being suitable for autoclave sterilization, compatible with 96-well microplates that have flat-, U-, or V-bottom wells and strips, and is registered with the FDA as a medical device for various clinical chemistry applications. · Sample Vials, Standard Microplates, Deep-Well Microplates, Microplate Sealing Film: The above materials are used in the research protocol and are a necessary part of the research protocol necessary assays. These plates will be used for ELISA and other assay activity in order to validate the binding of the select peptides and its ability to stimulate immune cells (Yin, 2014). · In addition, the Company has purchased the following: Professional Micropipet Backpack Starter Set; Professional Multichannel Micropipet, 8-channel, 5–50 µl; Professional Pipet Controller, 120 V; Thermo Scientific - Rec3004-A - Revco Chromatography Refrigerators · To date, the Company has purchased the following:

~~The~~12 ~~Intellectual~~Table ~~Property valuations are due to the following assumptions. The valuation process necessitates gathering much more information as well as in-depth understanding~~ of economy, industry, and specific business that directly affect the value of the intellectual property. Therefore, such information may be gathered from external and / or internal sources. Finally, the information is devoted to be turned into financial models to estimate the fundamental value of a particular type of intellectual property based on such adapted International Valuation Standards.Contents

*Item (Supplier)*	Cost
Model 1575 Immunowash Microplate Washer. compatible with flat-, U-, and V-bottom plates (Bio-Rad)	$	6,369.75
Extended warranty for plate washer	$	486.24
ProteOn Sample Vials. Pkg of 100, sample vials (1.5 ml) with pierceable caps; (Bio-Rad)	$	25.50
ProteOn Standard Microplates. Pkg of 25, standard 96-well microplate (350 μl capacity per well); (Bio-Rad)	$	182.75
ProteOn Deep-Well Microplates. Pkg of 5, standard 96-well microplates (2 ml capacity per well); (Bio-Rad)	$	74.80
ProteOn Microplate Sealing Film. Pkg of 50 sheets (Bio-Rad)	$	131.75
Prof Pipet Set w/Backpack (Bio-Rad)	$	1,128.13
Professional Micropipet, 8-channel, 5-50 ul (Bio-Rad)	$	655.50
Professional Micropipet, 8-channel, 20- 200 ul (Bio-Rad)	$	655.50
Prof Pipet Controller, 120 V (Bio-Rad)	$	350.31
1.5Ml MICROTUBE, 6 COLOR, 600 (Bio-Rad)	$	36.81
Model 16K Microcentrifuge, 120 V (Bio-Rad)	$	2,630.15
FREIGHT CHARGE (Bio-Rad)	$	703.86
*SUBTOTAL (Bio-Rad)*	$	13,431.05
SYNHTX W/LUM, FL & ABS (BioTek)	$	20,852.50
SVC BASIC INSTL & TRAINING TIER 2 (BioTek)	$	900.00
Field Service Contract (BioTek)	$	3,073.00
Freight and Handling (BioTek)	$	115.87
*SUBTOTAL (BioTek)*	$	24,941.37
Value Lab Refrigerator/Freezers (Fisher Scientific)	$	1,894.00
Transportation (Fisher Scientific)	$	45.00
Fuel Surcharge (Fisher Scientific)	$	3.75
Sales tax (Fisher Scientific)	$	108.91
*SUBTOTAL (Thermo Scientific)*	$	2,051.66
Other	$	630.92
TOTAL	$	41,055.00

~~Table of Contents~~Disclosure

~~Stage~~Immage Biotherapeutics has stringent policies and procedures for ensuring that all intellectual property is protected prior to any public disclosure of ~~Development~~new products or technologies.

Year	Cancer Testis Antigen	Disease Target based on publications	a. IP valuation upon patenting b. Clinical Trial Phase 1
1	MAGE-A	Breast, liver, pancreas, prostate, melanoma, lung	a. $1,000,000 b. $10,000,000

Barriers to Re-Engineering

~~Table~~The 1ramp –up ~~Details~~time onand ~~MAGE~~expense Aof re-engineering our technology make it an unlikely option, in pour opinion, for our competitors. Our licensing and ~~possible~~distribution IPagreements ~~valuations~~make our technology available to many of the major players in the marketplace. Major competitors have in place popular and successful technologies. Less expensive technology, we believe, is realistically at least 15 to 20 years away according to the best judgment of experts involved in current research.

~~Our~~13 ~~novel~~Table ~~MAGE-A immunotherapy candidate has the potential for significant and rapid growth. The goal is to generate profits from the sale~~ of the products that the Company develops and licenses. To augment the commercialization of its technology, Immage Biotherapeutics intends to enter into licensing agreements with biotechnology and pharmaceutical companies and, to a lesser extent, with academics looking to expand their understanding of how peptide interact with the immune system. Consistent with this goal, the Company intends to retain and expand its proprietary rights to its products and technologies.Contents

~~Intellectual~~Governmental ~~Property~~Approvals

AsImmage Biotherapeutics is ~~industry~~not ~~practice,~~currently ~~Immage~~under ~~Biotherapeutics~~any ~~has~~restrictions by a ~~policy~~regulating governmental agency. The manufacturing and marketing of ~~using~~the ~~patents~~Company’s products are subject to extensive regulation in the United States by the federal government, ~~trademarks~~principally by the FDA, and ~~trade~~in ~~secrets~~other tocountries ~~protect~~by ~~the~~similar ~~results~~health ofand ~~its~~regulatory ~~research~~authorities. The Federal Food, Drug and ~~development~~Cosmetic ~~activities~~Act, and the regulations promulgated thereunder, toand other federal and state statutes govern, among other things, the ~~extent~~testing, itmanufacture, ~~may~~safety, belabeling, ~~necessary~~storage, orrecord-keeping, ~~advisable~~advertising, toand ~~exclude~~promotion ~~others~~of ~~from~~cosmetic ~~appropriating~~and ~~its~~medical ~~proprietary~~products ~~technology~~and medical devices. ~~The~~Product ~~Company's~~development ~~policy~~and isapproval toor ~~aggressively~~clearance ~~protect~~within ~~its~~the ~~proprietary~~regulatory ~~technology~~framework byrequires ~~seeking~~a number of years and ~~enforcing~~involves ~~patents~~the inexpenditure aof ~~worldwide~~substantial ~~program~~resources.

Immage Biotherapeutics’ ~~plans~~products toand ~~obtain~~product ~~patents~~candidates ormay ~~file~~be ~~patent~~regulated ~~applications~~by inany of a number of divisions of the ~~United~~FDA. ~~States,~~The ~~EU,~~process ~~Brazil,~~of ~~China,~~obtaining and ~~India~~maintaining inregulatory ~~three~~approvals ~~series~~for ~~regarding~~the manufacturing or marketing of the ~~compositions~~Company's existing and potential products is costly and time-consuming and is subject to unanticipated delays. Regulatory requirements ultimately imposed could also adversely affect the ability of ~~protein~~the ~~immunotherapies~~Company ~~derivatives~~to clinically test, ~~the~~manufacture, ~~processes~~or bymarket ~~which~~products. ~~they~~In ~~are~~the ~~produced~~United States, products that do not seek to make effectiveness claims based on human clinical evaluation may be subject to review and regulation under the ~~methods~~FDA’s ofmedical ~~their~~products ~~use~~or 510(k) medical device guidelines. Similar guidelines exist for such products in other countries. All immunotherapies must show safety and substantial equivalency with predicate products already cleared by the FDA to be marketed.

~~The~~In ~~patents~~addition ~~will~~to ~~generally~~obtaining ~~relate~~approval toor clearance from the ~~basic~~FDA ~~processes~~or offoreign ~~producing~~regulatory ~~peptide~~bodies ~~immunotherapies~~to ~~derivatives~~market a product, Immage Biotherapeutics’ will work with the company to ~~certain~~which ~~specific~~we ~~examples~~have oflicensed ~~such~~our ~~processes,~~products to maintain approved quality control and manufacturing procedures which must be conformed to ~~certain~~and ~~formulations~~include ofcurrent ~~peptide~~good ~~immunotherapies~~manufacturing ~~derivatives~~practices (cGMP) guidelines, or ISO 9000 standards, when appropriate. ~~Foreign~~In ~~patents~~complying ~~that~~with these regulations, which are ~~counterparts~~subject to change at any time without notice, Immage Biotherapeutics must continue to expend time, effort, and financial resources in working with our licenses as needed to ensure production and quality control for our products development. In addition, the ~~foregoing~~company ~~United~~to ~~States~~which ~~patents~~we will ~~include~~license ~~the~~our ~~member~~products ~~states~~to ofmanufacturing ~~the~~plant ~~European~~is ~~Economic~~subject ~~Community~~to the regulations of and ~~several~~inspections by other ~~countries~~foreign, federal, state, or local agencies, such as local and regional water and waste treatment agencies, and state and federal safety and health agencies.

~~The~~Immage ~~second~~Biotherapeutics ~~series~~also ofis ~~patent~~or ~~applications~~may ~~relates~~become subject to ~~preferred~~various ~~processes~~other ~~for~~federal, ~~the~~state, ~~production~~local, ofand ~~peptide immunotherapies derivatives. A Patent Cooperation Treaty application based on the parent United States application will be filed in a number of~~ foreign ~~countries.~~laws, ~~Immage Biotherapeutics will rely upon~~regulations, and ~~intends~~policies torelating ~~continue~~ to, ~~rely~~among ~~upon~~other things, ~~trade~~safe ~~secrets~~working conditions, ~~unpatented~~good ~~proprietary~~laboratory ~~know-how~~practices, and ~~continuing~~the ~~technological~~use ~~innovation to develop~~ and ~~maintain~~disposal ~~its~~of ~~competitive~~hazardous ~~position.~~or ~~The~~potentially ~~Company~~hazardous ~~typically~~substances ~~plan~~used toin ~~enters~~connection ~~into confidentiality agreements~~ with ~~its~~research, ~~scientific consultants~~development, and ~~Immage~~manufacturing. ~~Biotherapeutics’~~Failure ~~key employees will have~~ to ~~enter~~obtain ~~into~~regulatory ~~agreements~~approvals ~~with~~for ~~the~~its ~~Company~~product ~~requiring~~candidates ~~that~~or ~~they~~to ~~forbear~~attain ~~from~~or ~~disclosing~~maintain ~~confidential~~compliance ~~information~~with ofcGMP ~~the~~or ~~Company~~other ~~and~~manufacturing ~~assign~~requirements towould ~~the~~have ~~Company~~a ~~all~~materially ~~rights~~adverse ineffect ~~any~~on ~~inventions made while in~~ the ~~Company’~~company's ~~employ relating to the Company’s activities~~business. ~~Accordingly,~~We ~~the~~will ~~Company~~work ~~believes,~~with ~~but~~our ~~cannot~~licensing ~~provide~~partners ~~guarantees,~~of ~~that~~our ~~its~~products ~~valuable~~in ~~trade~~order ~~secrets~~to ~~and~~ensure ~~unpatented proprietary know-how are adequately protected. Immage Biotherapeutics also believes~~ that ~~its~~all ~~trademarks~~regulations ~~and trade names~~ are ~~valuable~~being ~~assets;~~followed ~~consequently,~~allow itfor is the ~~intent~~movement of ~~management~~our ~~(although~~immunotherapies nocandidates ~~assurances~~through ~~can be given) to protect~~ the ~~names~~drug ofdevelopment ~~various product lines by trademarks~~pathway.

12The packaging, labeling and advertising of the Immage Biotherapeutics’ products are subject to regulation by one or more federal agencies, including the FDA, the FTC, the USDA, and the EPA. These activities are also regulated by various agencies of the states, localities, and foreign countries to which the company’s products are distributed and sold. Again, since it is our plan to license all of our product will work with the licensee in order to ensure that all regulations are being adhered.

~~Table~~Product/Service ~~of Contents~~Limitations

~~Equipment~~Immage Biotherapeutics’ licensed immunotherapies candidate products may not be able to complete preclinical or clinical trials. This will prevent additional revenue stream from that particular product. There is no way to predict how a product will perform during the drug development pathway. It will be the licensee that will have the full rights to further development the products or not. In addition, we may not find a licensee for our products if careful diligence is not done when doing a business development and market analysis for our products.

~~Immage~~14 ~~Biotherapeutics~~Table ~~is a biotechnology company focus on the development~~ of a universal vaccine that could be targeted to several tumors that expresses the cancer tumor antigen MAGE-A. The MAGE-A family of antigen has several different isomers that MAGE-A1 to MAGE-A12 (Hartmann, 2015). Because MAGE-A is a cancer testis antigen it is found beyond the blood-testis antigen. Therefore, its expression within the body outside of the testis is usually in association with tumors. This project intends to focus the research and development to a MAGE-A vaccine that can treat triple negative breast cancer. Even though much of the in vivo 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:Contents

·Technology Microplate Absorbance Reader: The microplate will be used to conduct MHC Class I and II binding assay and T-cell proliferation assay which will be helpful in accessing the immunogenicity of the peptides that will be part of the university MAGE-A vaccine.Limitations

·As ~~Immunowash~~previously ~~Microplate~~stated, ~~Washer:~~new ~~The~~technology ~~ImmunoWash™ 1575 microplate washer~~ is, ~~essential~~we ~~for~~believe, ~~performing accurate and reproducible immunoassays in~~ a ~~microplate~~generation ~~format, such as ELISA~~away. ~~Some~~New ofapplications ~~the~~for ~~features~~Immage ~~and~~Biotherapeutics’ ~~benefits~~current oftechnology ~~the~~continue ~~equipment~~to isbe ~~that~~developed. itThe ~~will~~Company ~~allow~~projects, abut ~~variety~~cannot ~~of preprogrammed wash sequences~~guarantee, tocontinued ~~design,~~growth ~~store,~~ and ~~reproducibly~~existing ~~perform~~technology ~~special~~improvements ~~wash~~for ~~routines,~~the tonext ~~maximize~~15 ~~wash efficiency by adapting~~ to ~~various~~25 ~~liquids and buffers~~years, ~~assay~~including ~~components~~technological ~~and~~tools. ~~conditions~~For example, ~~and~~the ~~exercise~~newest ~~complete~~is ~~control~~the use of ~~needle~~reverse ~~position~~vaccinology ~~(horizontal~~in ~~and~~order ~~vertical)~~to ~~and~~find ~~aspiration/dispensing rates as indicated in~~ the ~~research~~most ~~protocol.~~fit ~~This~~therapeutic ~~equipment~~for ~~is important to~~ the ~~research~~specific ~~applications~~pathologies ~~such as being suitable for autoclave sterilization~~(Seib, ~~compatible~~2012; ~~with 96-well microplates that have flat-~~Sette, ~~U-,~~2010) or(which ~~V-bottom~~information ~~wells~~is ~~and~~expressly ~~strips,~~not ~~and~~incorporated isinto ~~registered with~~ the ~~FDA as a medical device for various clinical chemistry applications~~report).

·Product/Service Sample Vials, Standard Microplates, Deep-Well Microplates, Microplate Sealing Film: The above materials are used in the research protocol and are a necessary part of the research protocol necessary assays. These plates will be used for ELISA and other assay activity in order to validate the binding of the select peptides and its ability to stimulate immune cells (Yin, 2014).Liability

·Clinical Intrials ~~addition~~or marketing of any of the current and potential products may expose the Company to liability claims from the use of these products. However, if the products are licensed, we intend the majority of the liability will be held by the licensee. The Company ~~has~~will ~~purchased~~not maintain a supply of hazardous materials since the ~~following:~~Company ~~Professional~~will ~~Micropipet~~limit ~~Backpack~~its ~~Starter~~research ~~Set;~~to ~~Professional~~early ~~Multichannel~~in ~~Micropipet~~vitro trials and will not be subject to federal, ~~8-channel~~state, ~~5–50~~and ~~µl;~~local ~~Professional~~laws ~~Pipet~~and ~~Controller~~regulations governing the use, ~~120~~manufacture, V;storage, ~~Thermo~~handling, ~~Scientific~~and -disposal ~~Rec3004-A~~of -hazardous ~~Revco~~materials ~~Chromatography~~and ~~Refrigerators~~waste products. We will also work with our licensees to protect our candidates as it moves through the drug development process.

·Product/Service ~~To date, the Company has purchased the following:~~Support

13Product information materials should be in place explaining proper use and efficacy of direct sale merchandise. It will be the responsibility of the Immage Biotherapeutics core management to be able to talk with licensees of our candidate and its benefits and ensure that it is properly handled.

~~Table of Contents~~Production

Item (Supplier)	Cost
Model 1575 Immunowash Microplate Washer. compatible with flat-, U-, and V-bottom plates (Bio-Rad)	$6,369.75
Extended warranty for plate washer	$486.24
ProteOn Sample Vials. Pkg of 100, sample vials (1.5 ml) with pierceable caps; (Bio-Rad)	$25.50
ProteOn Standard Microplates. Pkg of 25, standard 96-well microplate (350 μl capacity per well); (Bio-Rad)	$182.75
ProteOn Deep-Well Microplates. Pkg of 5, standard 96-well microplates (2 ml capacity per well); (Bio-Rad)	$74.80
ProteOn Microplate Sealing Film. Pkg of 50 sheets (Bio-Rad)	$131.75
Prof Pipet Set w/Backpack (Bio-Rad)	$1,128.13
Professional Micropipet, 8-channel, 5-50 ul (Bio-Rad)	$655.50
Professional Micropipet, 8-channel, 20- 200 ul (Bio-Rad)	$655.50
Prof Pipet Controller, 120 V (Bio-Rad)	$350.31
1.5Ml MICROTUBE, 6 COLOR, 600 (Bio-Rad)	$36.81
Model 16K Microcentrifuge, 120 V (Bio-Rad)	$2,630.15
FREIGHT CHARGE (Bio-Rad)	$703.86
SUBTOTAL (Bio-Rad)	$13,431.05
SYNHTX W/LUM, FL & ABS (BioTek)	$20,852.50
SVC BASIC INSTL & TRAINING TIER 2 (BioTek)	$900.00
Field Service Contract (BioTek)	$3,073.00
Freight and Handling (BioTek)	$115.87
SUBTOTAL (BioTek)	$24,941.37
Value Lab Refrigerator/Freezers (Fisher Scientific)	$1,894.00
Transportation (Fisher Scientific)	$45.00
Fuel Surcharge (Fisher Scientific)	$3.75
Sales tax (Fisher Scientific)	$108.91
SUBTOTAL (Thermo Scientific)	$2,051.66
TOTAL	$40,424.08

Immage Biotherapeutics used proprietary in silico design tools along with available software to design our candidate. The company that we plan to use for our pre-clinical testing is Proimmune (www.proimmune.com) (which information is expressly not incorporated into the report). Their solutions for preclinical and clinical immunology research include a comprehensive antigen characterization platform, and products and services for tracking antigen-specific immune responses with state-of-the-art ELISpot and flow cytometry techniques. They will conduct our MHC Class I and II binding assay, T-cell proliferation assay, and dendritic cell-T cell Assays to verify our in silico design products. Animal testing will be carried out at a CRO facility. Animal study results will be used for the initial new drug (IND) filing with the FDA. At present, we do not have a formal contractual arrangement with Proimmune.

14Facilities

~~Table~~The corporate office for the Company is at 10411 Motor City Dr. Suite 750, Bethesda, MD 20817. We have leased this office for a period of 5 ~~Contents~~Years and the lease payments are $200/mo. The lab space for our company is at 2041 Georgia Avenue, NW, Suite 608, NW, Washington, DC 20060. We have leased this office for a period of 5 Years and the lease payments are $600 per month. This lab space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University.

~~Disclosure~~Research and Development Partners

~~Immage~~The ~~Biotherapeutics~~Company ~~has~~will ~~stringent~~initially ~~policies~~conduct all of its research and ~~procedures~~development ~~for~~in ~~ensuring~~order ~~that~~to ~~all~~expand ~~intellectual~~preclinical ~~property~~research in various product applications and mechanisms of action in house. However, it is ~~protected~~the ~~prior~~intention of the Company that as it grows it will be able to ~~any~~collaborate ~~public~~with ~~disclosure~~other ofdrug ~~new~~development ~~products~~companies orand ~~technologies~~with research in academia. With this arrangement, Immage Biotherapeutics will have access to leading authorities in immunotherapies development, as well as facilities and equipment to engage in experimentation and analysis at the basic research level.

~~Barriers~~15 toTable ~~Re-Engineering~~of Contents

~~The~~Related ~~ramp~~Products/Services ~~up time~~ and ~~expense of re~~Spin-engineering our technology make it an unlikely option, in pour opinion, for our competitors. Our licensing and distribution agreements make our technology available to many of the major players in the marketplace. Major competitors have in place popular and successful technologies. Less expensive technology, we believe, is realistically at least 15 to 20 years away according to the best judgment of experts involved in current research.offs

~~Governmental~~The ~~Approvals~~Company management also plans to continue to evaluate companies, products, and technologies that offer synergistic opportunities for Immage Biotherapeutics to leverage its position in the biotechnology marketplace for acquisition or distribution.

Immage Biotherapeutics ismanagement ~~not~~believes ~~currently~~that ~~under~~its ~~any~~product’s ~~restrictions~~functionality byand/or apharmacological ~~regulating~~activity ~~governmental~~make ~~agency.~~them ~~The~~potential ~~manufacturing~~candidates ~~and~~for ~~marketing~~further ofdevelopment ~~the~~as ~~Company’s~~pharmaceutical ~~products~~or ~~are~~therapeutic ~~subject~~agents. toThe ~~extensive~~company's ~~regulation~~preclinical inefforts ~~the~~will ~~United~~continue ~~States~~to byfocus ~~the~~on ~~federal~~supporting ~~government,~~its ~~principally~~business bythrough ~~the~~developing ~~FDA,~~“proof ~~and~~of inconcept” ~~other~~data ~~countries~~for bypotential ~~similar~~pharmaceutical ~~health and regulatory authorities~~partners. The ~~Federal~~goal ~~Food,~~will ~~Drug~~be ~~and~~to ~~Cosmetic~~create ~~Act,~~products ~~and~~that ~~the~~can ~~regulations~~be ~~promulgated~~further ~~thereunder,~~developed ~~and~~so ~~other~~careful ~~federal~~scrutiny ~~and~~of ~~state~~the ~~statutes~~market ~~govern,~~will ~~among~~be ~~other~~done ~~things,~~in ~~the~~order ~~testing,~~to ~~manufacture,~~ensure ~~safety,~~that ~~labeling,~~the ~~storage,~~products ~~record-keeping~~design, ~~advertising~~manufacturing, and ~~promotion~~licenses ofwill ~~cosmetic~~have ~~and~~a ~~medical~~good ~~products~~chance ~~and~~to ~~medical~~get ~~devices.~~through ~~Product~~clinical ~~development~~trials and ~~approval~~get orto ~~clearance within~~ the ~~regulatory~~patience ~~framework~~that ~~requires~~need ~~a number of years and involves~~ the ~~expenditure of substantial resources~~treatments.

~~Immage~~Market ~~Biotherapeutics’~~Penetration ~~products~~ and ~~product~~Sales candidates may be regulated by any of a number of divisions of the FDA. The process of obtaining and maintaining regulatory approvals for the manufacturing or marketing of the Company's existing and potential products is costly and time-consuming and is subject to unanticipated delays. Regulatory requirements ultimately imposed could also adversely affect the ability of the Company to clinically test, manufacture, or market products. In the United States, products that do not seek to make effectiveness claims based on human clinical evaluation may be subject to review and regulation under the FDA’s medical products or 510(k) medical device guidelines. Similar guidelines exist for such products in other countries. All immunotherapies must show safety and substantial equivalency with predicate products already cleared by the FDA to be marketed.Plan

InCompany addition to obtaining approval or clearance from the FDA or foreign regulatory bodies to market a product, Immage Biotherapeutics’ will work with the company to which we have licensed our products to maintain approved quality control and manufacturing procedures which must be conformed to and include current good manufacturing practices (cGMP) guidelines, or ISO 9000 standards, when appropriate. In complying with these regulations, which are subject to change at any time without notice, Immage Biotherapeutics must continue to expend time, effort, and financial resources in working with our licenses as needed to ensure production and quality control for our products development. In addition, the company to which we will license our products to manufacturing plant is subject to the regulations of and inspections by other foreign, federal, state, or local agencies, such as local and regional water and waste treatment agencies, and state and federal safety and health agencies.Image

Immage Biotherapeutics ~~also~~intends ~~is or may become subject~~ to ~~various~~establish ~~other~~a ~~federal,~~reputation ~~state,~~within ~~local,~~the ~~and~~industry ~~foreign~~as ~~laws,~~a ~~regulations,~~top ~~and~~quality ~~policies~~company ~~relating~~with ~~to,~~products ~~among~~based ~~other~~on ~~things,~~solid ~~safe~~research ~~working~~backed ~~conditions,~~by ~~good~~demonstrable ~~laboratory~~results. ~~practices,~~As ~~and~~ the ~~use~~Company ~~and~~moves ~~disposal~~more ofinto ~~hazardous~~the orimmunotherapies ~~potentially~~development ~~hazardous substances used in connection with research~~markets, ~~development,~~that ~~and~~image ~~manufacturing.~~will ~~Failure~~be toevidenced ~~obtain regulatory approvals for its product candidates or to attain or maintain compliance~~ with ~~cGMP~~first orclass ~~other~~products ~~manufacturing~~and ~~requirements~~verifiable ~~would~~results ~~have~~of apreclinical ~~materially~~and ~~adverse~~clinical ~~effect on the company's business~~trials. WeAs ~~will~~profitability ~~work~~grows, ~~with~~providing ~~our~~immunotherapies ~~licensing~~products ~~partners~~to ofbiotechnology ~~our~~and ~~products~~pharmaceutical industry in ~~order~~developing tocountries ~~ensure~~is ~~that~~a ~~all~~natural ~~regulations~~fit ~~are~~as ~~being~~a ~~followed~~way ~~allow~~ for the ~~movement~~company ofto ~~our~~support ~~immunotherapies~~a ~~candidates~~meaningful ~~through the drug development pathway~~cause.

15Customer Service

~~Table~~The Company will policy will, we believe, be responsive to the companies we license our product to by offering our consulting experience throughout the development of ~~Contents~~the product from the completion of pre-clinical trials, initial new drug application, human clinical trials, and to the new drug application. Retaining a company that has licensed our products, we believe will cost less that finding a new licensee. Establishing and maintaining our corporate relationships will be one of the keys of our success.

The packaging, labeling and advertising of the Immage Biotherapeutics’ products are subject to regulation by one or more federal agencies, including the FDA, the FTC, the USDA, and the EPA. These activities are also regulated by various agencies of the states, localities, and foreign countries to which the company’s products are distributed and sold. Again, since it is our plan to license all of our product will work with the licensee in order to ensure that all regulations are being adhered.Licensing

~~Product/Service~~The ~~Limitations~~licensing agreements will be given to the licensee and could consist of worldwide rights to our peptide immunotherapies product. It is the Company belief that once we have started working on our product needed by the immunotherapy industry, that we will be able to establish these licensing agreements.

Immage Biotherapeutics’ licensed immunotherapies candidate products may not be able to complete preclinical or clinical trials. This will prevent additional revenue stream from that particular product. There is no way to predict how a product will perform during the drug development pathway. It will be the licensee that will have the full rights to further development the products or not. In addition, we may not find a licensee for our products if careful diligence is not done when doing a business development and market analysis for our products.Pricing

~~Technology~~Pricing ~~Limitations~~and licensing Strategy

AsIn ~~previously stated~~general, ~~new~~licensing ~~technology~~agreements ~~is,~~will weinclude ~~believe,~~milestone apayments ~~generation~~and ~~away.~~royalties ~~New~~if ~~applications~~the ~~for~~product ~~Immage~~reaches ~~Biotherapeutics’~~market. ~~current~~This ~~technology~~will ~~continue to~~ be ~~developed.~~negotiated ~~The~~in ~~Company~~a ~~projects,~~case-by-case ~~but~~basis. ~~cannot~~Pricing ~~guarantee,~~of ~~continued~~the ~~growth~~product ~~and~~will ~~existing~~depend ~~technology~~on ~~improvements for~~ the ~~next~~pharmaceutical 15demand toand 25marketing ~~years,~~strategy ~~including~~of ~~technological tools. For example,~~ the ~~newest~~pharmaceutical isor ~~the~~biotechnology ~~use~~company ofthat ~~reverse~~decides ~~vaccinology in order~~ to ~~find~~license ~~the~~our ~~most~~candidate ~~fit~~and ~~therapeutic~~move ~~for~~it ~~the~~through ~~specific~~late-stage ~~pathologies~~human ~~(Seib, 2012; Sette, 2010) (which information is expressly not incorporated into the report)~~trials.

~~Product/Service~~Break-Even ~~Liability~~Analysis

~~Clinical~~Immage ~~trials~~Biotherapeutics orexpects ~~marketing~~to ofreceive ~~any~~a ofrevenue ~~the~~mix ~~current~~from sales and ~~potential~~royalty ~~products~~income ~~may~~due ~~expose~~from ~~the~~shipments ~~Company~~of proprietary materials to ~~liability~~corporate ~~claims~~partners ~~from~~by the ~~use~~end of ~~these~~it ~~products~~three years. ~~However,~~ ifOther ~~the~~license ~~products~~agreements ~~are~~will ~~licensed,~~also weenhance ~~intend~~royalty ~~the~~income. ~~majority~~There ~~of the liability~~ will also be ~~held~~an byeffort ~~the~~to ~~licensee.~~maintain ~~The~~operating ~~Company~~expense ~~will~~growth ~~not~~on ~~maintain~~sales aand ~~supply~~marketing ofin ~~hazardous~~2016 ~~materials~~- ~~since~~2017 ~~the~~and ~~Company~~beyond ~~will~~at ~~limit~~5 ~~its~~percent ~~research~~– to15 ~~early~~percent in(although ~~vitro~~no ~~trials~~assurances ~~and~~can ~~will not~~ be ~~subject~~provided tothat ~~federal,~~we ~~state,~~will ~~and~~reach ~~local~~our ~~laws~~milestones). ~~and~~In ~~regulations governing the use~~addition, ~~manufacture,~~Immage ~~storage,~~Biotherapeutics ~~handling,~~is ~~and~~writing ~~disposal~~grants ofin ~~hazardous~~conjunction ~~materials~~with ~~and~~other ~~waste~~research ~~products.~~organizations, Wewhich will, ~~also~~we ~~work~~contend, ~~with~~complement our ~~licensees~~research ~~to protect our candidates as it moves through the drug development process~~funding.

~~Product/Service~~16 ~~Support~~Table of Contents

~~Product~~Name ~~information materials should be in place explaining proper use~~ and efficacy of direct sale merchandise. It will be the responsibility of the Immage Biotherapeutics core management to be able to talk with licensees of our candidate and its benefits and ensure that it is properly handled.Location

~~Production~~Immage Biotherapeutics corporate headquarters is 10411 Motor City Dr., Suite 750, Bethesda, MD 20817. This will include an office. Lab space is located at 2041 Georgia Ave, Suite 608, NW, Washington, DC 20060.

Immage Biotherapeutics used proprietary in silico design tools along with available software to design our candidate. The company that we plan to use for our pre-clinical testing is Proimmune ( www.proimmune.com) (which information is expressly not incorporated into the report). Their solutions for preclinical and clinical immunology research include a comprehensive antigen characterization platform, and products and services for tracking antigen-specific immune responses with state-of-the-art ELISpot and flow cytometry techniques. They will conduct our MHC Class I and II binding assay, T-cell proliferation assay, and dendritic cell-T cell Assays to verify our in silico design products. Animal testing will be carried out at a CRO facility. Animal study results will be used for the initial new drug (IND) filing with the FDA. At present, we do not have a formal contractual arrangement with Proimmune.Facilities

16Immage Biotherapeutics has entered into a memorandum of understanding to have lab space at Howard University for a period of three years.

~~Table of Contents~~Employees

~~Facilities~~Immage Biotherapeutics will have three fulltime employees and one part time employee to complete the initial process. More employees will be added as the research progresses into animal studies and human clinical trials.

~~The~~ITEM ~~corporate office for the Company is at 10411 Motor City Dr~~1A. ~~Suite~~- ~~750,~~RISK Bethesda, MD 20817. We have leased this office for a period of 5 Years and the lease payments are $200/mo. The lab space for our company is at 2041 Georgia Avenue, NW, Suite 608, NW, Washington, DC 20060. We have leased this office for a period of 5 Years and the lease payments are $600 per month.FACTORS

~~Research~~Our business is subject to a variety of risks and ~~Development~~uncertainties, ~~Partners~~including, but not limited to, the risks and uncertainties described below. If any of the risks described below, or elsewhere in this report on Form 10-K, or our Company’s other filings with the Securities and Exchange Commission (the "SEC"), were to occur, our financial condition and results of operations could suffer and the trading price of our common stock could decline. Additionally, if other risks not presently known to us, or that we do not currently believe to be significant, occur or become significant, our financial condition and results of operations could suffer and the trading price of our common stock could decline. Our risk factors, including but not limited to the risk factors listed below, are as follows:

~~The~~SHOULD ~~Company~~ONE ~~will~~OR ~~initially~~MORE ~~conduct~~OF ~~all~~THE ofFOREGOING ~~its~~RISKS ~~research~~OR ~~and~~UNCERTAINTIES ~~development~~MATERIALIZE, inOR ~~order~~SHOULD toTHE ~~expand~~UNDERLYING ~~preclinical~~ASSUMPTIONS ~~research~~OF inOUR ~~various~~BUSINESS ~~product~~PROVE ~~applications and mechanisms of action in house. However~~INCORRECT, itACTUAL isRESULTS ~~the~~MAY ~~intention~~DIFFER ofSIGNIFICANTLY ~~the~~FROM ~~Company~~THOSE ~~that~~ANTICIPATED, asBELIEVED, ~~it grows it will be able to collaborate with other drug development companies and with research in academia. With this arrangement~~ESTIMATED, ~~Immage Biotherapeutics will have access to leading authorities in immunotherapies development~~EXPECTED, asINTENDED ~~well~~OR ~~as facilities and equipment to engage in experimentation and analysis at the basic research level~~PLANNED.

Risks Related ~~Products/Services~~to ~~and~~Our ~~Spin-offs~~Business

~~The~~We ~~Company~~are ~~management~~a ~~also~~development ~~plans~~stage tolife ~~continue~~sciences tocompany ~~evaluate~~with ~~companies,~~a ~~products,~~limited operating history and ~~technologies~~a ~~that~~history ~~offer~~of ~~synergistic~~net ~~opportunities~~losses ~~for~~and ~~Immage~~negative ~~Biotherapeutics~~cash toflows ~~leverage~~from ~~its~~operations. ~~position~~We inmay ~~the~~never ~~biotechnology~~be ~~marketplace~~profitable, and if we incur operating losses and generate negative cash flows from operations for ~~acquisition~~longer orthan ~~distribution~~expected, we may be unable to continue operations.

~~Immage~~Risks ~~Biotherapeutics~~Related ~~management~~to ~~believes~~Our ~~that~~Financial ~~its~~Position ~~product’s functionality~~ and~~/or~~ ~~pharmacological~~Need ~~activity make them potential candidates~~ for ~~further~~Additional development as pharmaceutical or therapeutic agents. The company's preclinical efforts will continue to focus on supporting its business through developing “proof of concept” data for potential pharmaceutical partners. The goal will be to create products that can be further developed so careful scrutiny of the market will be done in order to ensure that the products design, manufacturing, and licenses will have a good chance to get through clinical trials and get to the patience that need the treatments.Financing

~~Market~~We ~~Penetration~~will ~~and~~need ~~Sales~~to ~~Plan~~secure additional financing in order to continue to finance our operations. If we are unable to secure additional financing on acceptable terms, or at all, we may be forced to curtail or cease our operations.

~~Company~~We ~~Image~~will need to secure additional sources of capital to develop our business and product candidates as planned. We are seeking substantial additional financing through public and/or private financing, which may include equity and/or debt financings, research grants and through other arrangements, including collaborative arrangements. As part of such efforts, we may seek loans from certain of our executive officers, directors and/or current shareholders.

~~Immage~~17 ~~Biotherapeutics~~Table intends to establish a reputation within the industry as a top quality company with products based on solid research backed by demonstrable results. As the Company moves more into the immunotherapies development markets, that image will be evidenced with first class products and verifiable results of preclinical and clinical trials. As profitability grows, providing immunotherapies products to biotechnology and pharmaceutical industry in developing countries is a natural fit as a way for the company to support a meaningful cause.Contents

~~Customer~~If ~~Service~~we are unable to secure additional financing in the near term, we may be forced to:

~~The~~· ~~Company~~curtail ~~will~~or ~~policy~~abandon ~~will,~~our weexisting ~~believe,~~business beplans; ~~responsive~~· toreduce ~~the companies we license~~ our ~~product~~headcount; to· byfile ~~offering~~for ~~our~~bankruptcy; ~~consulting~~· ~~experience~~seek ~~throughout~~to ~~the~~sell ~~development~~some ofor ~~the~~all ~~product from the completion~~ of ~~pre-clinical~~ ~~trials, initial new drug application, human clinical trials, and to the new drug application. Retaining a company that has licensed~~ our ~~products,~~assets; ~~we believe will cost less that finding a new licensee. Establishing~~ and/or ~~maintaining~~· ~~our~~cease ~~corporate relationships will be one of the keys of~~ our ~~success~~operations.

17If we are forced to take any of these steps, any investment in our common stock may be worthless.

~~Table~~Our ability to obtain additional debt financing and/or alternative arrangements by the amount of, ~~Contents~~terms and restrictions of our then current debt. If we raise additional capital and/or secure alternative arrangements, with the Guarantors or otherwise, by issuing equity, equity-related or convertible securities, the economic, voting and other rights of our existing shareholders may be diluted, and those newly issued securities may be issued at prices that are a significant discount to current and/or then prevailing market prices. In addition, any such newly issued securities may have rights superior to those of our common stock. If we obtain additional capital through collaborative arrangements, we may be required to relinquish greater rights to our technologies or product candidates than we might otherwise have or become subject to restrictive covenants that may affect our business.

~~Licensing~~The report of our independent registered public accounting firm contains explanatory language that substantial doubt exists about our ability to continue as a going concern.

The ~~licensing~~independent ~~agreements~~auditor’s ~~will~~report beon ~~given~~our financial statements contains explanatory language that substantial doubt exists about our ability to ~~the~~continue ~~licensee~~as ~~and~~a ~~could~~going ~~consist~~concern. Due to our lack of ~~worldwide~~operating ~~rights~~history and present inability to generate revenues, we have sustained operating losses. At August 31, 2016, we have a working capital of $149,232, net loss of 216,476 and an accumulated deficit of $302,832. These factors, among others, raise substantial doubt about our ~~peptide~~company’s ~~immunotherapies~~ability ~~product~~to continue as a going concern. ItIf iswe are unable to obtain sufficient financing in the ~~Company~~near ~~belief~~term ~~that~~as ~~once~~required or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have ~~started~~to ~~working~~curtail onour operations. If we curtail our ~~product~~operations, ~~needed~~we bymay ~~the~~be ~~immunotherapy~~placed ~~industry~~into bankruptcy or undergo liquidation, ~~that~~the weresult of which will beadversely ~~able~~affect tothe ~~establish~~value ~~these~~of ~~licensing~~our ~~agreements~~common shares.

~~Pricing~~Current Adverse Economic Conditions have had a negative impact on our ability to obtain additional financing. Our inability to obtain additional financing would have a significant adverse effect on our operations.

~~Pricing~~In early 2008, as the United States economy began to weaken and ~~licensing~~there ~~Strategy~~were increased doubts about the ability of borrowers to pay debts. Housing values began to fall and marginal loans were first to default, triggering the sub-prime lending crisis. Financial institutions responded by tightening their lending policies with respect to counterparties determined to have sub-prime mortgage risk. This tightening of institutional lending policies led to the failure of major financial institutions late in the third quarter of 2008. Continued failures, losses, and write-downs at major financial institutions through 2013 intensified concerns about credit and liquidity risks and have resulted in a sharp reduction in overall market liquidity. The global credit crisis threatens the stability of the global economy and has adversely impacted consumer confidence and spending. We believe this global credit crisis has also had a negative impact on our ability to obtain additional financing. As discussed above, our inability to obtain additional financing would have a significant adverse effect on our operations, results and financial condition.

In18 ~~general,~~Table ~~licensing agreements will include milestone payments and royalties if the product reaches market. This will be negotiated in a case-by-case basis. Pricing~~ of the product will depend on the pharmaceutical demand and marketing strategy of the pharmaceutical or biotechnology company that decides to license our candidate and move it through late-stage human trials.Contents

~~Break-Even~~We ~~Analysis~~are a development stage company with a limited operating history. We may never be profitable, and if we incur operating losses and generate negative cash flows from operations for longer than expected, we may be unable to continue operations.

~~Immage~~We ~~Biotherapeutics~~are ~~expects to receive~~ a ~~revenue~~development ~~mix~~stage ~~from~~company ~~sales~~ and ~~royalty~~have ~~income~~a ~~due~~limited ~~from~~operating ~~shipments~~history, oflimited ~~proprietary~~capital, ~~materials~~and limited tosources ~~corporate partners by the end~~ of ~~it three years~~revenue. ~~Other~~Our ~~license~~operations ~~agreements~~to ~~will~~date ~~also~~have ~~enhance~~been ~~royalty~~limited ~~income.~~to ~~There~~organizing ~~will~~our ~~also~~company, beexpanding anand ~~effort~~strengthening toour ~~maintain~~intellectual ~~operating~~property ~~expense~~position ~~growth~~through oninternal ~~sales~~programs and ~~marketing~~recruiting inmanagement, ~~2013~~research ~~- 2016~~ and ~~beyond~~clinical atpersonnel. 5Consequently, ~~percent~~it –may ~~15 percent (although no assurances can~~ be ~~provided~~difficult ~~that~~to wepredict ~~will reach~~ our ~~milestones).~~future Insuccess ~~addition,~~or ~~Immage~~viability ~~Biotherapeutics~~due isto ~~writing~~our ~~grants~~lack inof ~~conjunction~~operating ~~with other research organizations, which will, we contend, complement our research funding~~history.

~~Name~~Our limited history in conducting and ~~Location~~managing clinical development activities, clinical trials and the application process necessary to obtain regulatory approvals might prevent us from successfully designing or implementing a clinical study or clinical trial. If we do not succeed in conducting and managing our clinical development activities or clinical trials, or in obtaining regulatory approvals, we might not be able to commercialize our product candidates, or might be significantly delayed in doing so, which will materially harm our business.

~~Immage~~Our ~~Biotherapeutics~~ability ~~corporate~~to ~~headquarters~~generate revenues from any of our product candidates will bedepend inon ~~10411~~a ~~Motor~~number ~~City~~of ~~Dr.~~factors, ~~Suite~~including ~~750,~~our ~~Bethesda~~ability to successfully complete clinical trials, MDobtain ~~20817.~~necessary ~~This~~regulatory ~~will~~approvals ~~include~~and animplement ~~office~~our commercialization strategy. ~~Lab~~In ~~space~~addition, even if we are successful in obtaining necessary regulatory approvals and bringing one or more product candidates to market, we will be atsubject ~~2041~~to ~~Georgia~~the ~~Ave,~~risk ~~Suite~~that ~~608,~~the NWmarketplace will not accept those products. We may, ~~Washington~~and anticipate that we will need to, DCtransition ~~20060~~from a company with a research and development focus to a company capable of supporting commercial activities and we may not succeed in such a transition..

~~Facilities~~Because of the numerous risks and uncertainties associated with our product development and commercialization efforts, we are unable to predict the extent of our future losses or when or if we will become profitable. Our failure to successfully commercialize our product candidates or to become and remain profitable could impair our ability to raise capital, expand our business, diversify our product offerings and continue our operations.

~~Immage~~If ~~Biotherapeutics~~clinical ~~has~~trials ~~entered~~are ~~into~~unsuccessful aor ~~memorandum~~significantly ofdelayed, ~~understanding~~or toif ~~have~~we ~~lab~~do ~~space~~not atcomplete ~~Howard~~our ~~University~~clinical trials, we will not receive regulatory approval for aor ~~period~~be ofable ~~three~~to ~~years~~commercialize our product candidates.

~~Employees~~We cannot market any product candidate until regulatory agencies grant approval or licensure. In order to obtain regulatory approval for the sale of any product candidate, we must, among other requirements, provide the FDA and similar foreign regulatory authorities with preclinical and clinical data that demonstrate to the satisfaction of regulatory authorities that our product candidates are safe and effective for each indication under the applicable standards relating to such product candidate. The clinical studies and clinical trials of any product candidates must comply with the regulations of the FDA and other governmental authorities in the United States and similar agencies in other countries.

~~Immage~~Even ~~Biotherapeutics~~if ~~will~~we ~~have~~achieve ~~three~~positive ~~fulltime~~interim ~~employees~~results in clinical trials, these results do not necessarily predict final results, and ~~one~~positive ~~part~~results ~~time~~in ~~employee~~early totrials ~~complete~~may ~~the~~not ~~initial~~be ~~process~~indicative of success in later trials. ~~More~~We ~~employees~~may ~~will~~experience benumerous ~~added~~unforeseen events during, or as a result of, the ~~research~~clinical ~~progresses~~trial ~~into~~process ~~animal~~that ~~studies~~could delay or prevent regulatory approval and/or ~~human~~commercialization ~~clinical~~of ~~trials.~~our product candidates, including the following:

~~ITEM~~· ~~1A.~~the -FDA ~~RISK~~or ~~FACTORS~~similar foreign regulatory authorities may find that our product candidates are not sufficiently safe or effective or may find our cell culturing processes or facilities unsatisfactory; · officials at the FDA or similar foreign regulatory authorities may interpret data from preclinical studies and clinical trials differently than we do; · our clinical trials may produce negative or inconclusive results or may not meet the level of statistical significance required by the FDA or other regulatory authorities, and we may decide, or regulators may require us, to conduct additional preclinical studies and/or clinical trials or to abandon one or more of our development programs; · the FDA or similar foreign regulatory authorities may change their approval policies or adopt new regulations;

~~Our~~19 ~~business~~Table ~~is subject to a variety~~ of risks and uncertainties, including, but not limited to, the risks and uncertainties described below. If any of the risks described below, or elsewhere in this report on Form 10-K, or our Company’s other filings with the Securities and Exchange Commission (the "SEC"), were to occur, our financial condition and results of operations could suffer and the trading price of our common stock could decline. Additionally, if other risks not presently known to us, or that we do not currently believe to be significant, occur or become significant, our financial condition and results of operations could suffer and the trading price of our common stock could decline. Our risk factors, including but not limited to the risk factors listed below, are as follows:Contents

~~SHOULD~~o ~~ONE~~there ORmay ~~MORE~~be OFdelays ~~THE~~or ~~FOREGOING~~failure ~~RISKS~~in ORobtaining ~~UNCERTAINTIES~~approval ~~MATERIALIZE,~~of ORour ~~SHOULD~~clinical ~~THE~~trial ~~UNDERLYING~~protocols ~~ASSUMPTIONS~~from OFthe ~~OUR~~FDA ~~BUSINESS~~or ~~PROVE~~other ~~INCORRECT~~regulatory authorities or obtaining institutional review board approvals or government approvals to conduct clinical trials at prospective sites o we, ~~ACTUAL~~or ~~RESULTS~~regulators, ~~MAY~~may ~~DIFFER~~suspend ~~SIGNIFICANTLY~~or ~~FROM~~terminate ~~THOSE~~our ~~ANTICIPATED~~clinical trials because the participating patients are being exposed to unacceptable health risks or undesirable side effects; o we may experience difficulties in managing multiple clinical sites; o enrollment in our clinical trials for our product candidates may occur more slowly than we anticipate, ~~BELIEVED~~or we may experience high drop-out rates of subjects in our clinical trials, ~~ESTIMATED~~resulting in significant delays; o we may be unable to manufacture or obtain from third party manufacturers sufficient quantities of our product candidates for use in clinical trials; and o our product candidates may be deemed unsafe or ineffective, ~~EXPECTED~~or may be perceived as being unsafe or ineffective, ~~INTENDED~~by ORhealthcare ~~PLANNED~~providers for a particular indication.

18Failures or perceived failures in our clinical trials would delay and may prevent our product development and regulatory approval process, make it difficult for us to establish collaborations, negatively affect our reputation and competitive position and otherwise have a material adverse effect on our business.

~~Table~~Our ofproduct ~~Contents~~candidates may never be commercialized due to unacceptable side effects and increased mortality that may be associated with such product candidates.

~~Risks~~Possible ~~Related~~side effects of our product candidates may be serious and life-threatening. A serious adverse event is generally an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to ~~Our~~the ~~Business~~FDA. The occurrence of any unacceptable serious adverse events during or after clinical and clinical testing of our product candidates could temporarily delay or negate the possibility of regulatory approval of our product candidates and adversely affect our business. We and our competitors have also, at times, suspended trials, at least temporarily, to assess the risks. We have not yet treated a sufficient number of patients to allow us to make a determination that serious unintended consequences will not occur.

WeRisks ~~are~~Related ato ~~development~~Government ~~stage~~Regulation ~~life sciences company with a limited operating history~~ and aRegulatory history of net losses and negative cash flows from operations. We may never be profitable, and if we incur operating losses and generate negative cash flows from operations for longer than expected, we may be unable to continue operations.Approvals

~~Risks~~We ~~Related~~must comply with extensive government regulations in order to ~~Our~~obtain ~~Financial~~and ~~Position~~maintain marketing approval for our products in the United States and ~~Need~~abroad. If we do not obtain regulatory approval for ~~Additional~~our ~~Financing~~product candidates, we may be forced to cease our operations.

WeOur ~~will~~product ~~need~~candidates toare ~~secure~~subject ~~additional financing in order~~ to ~~continue~~extensive toregulation ~~finance~~in ~~our~~the ~~operations.~~United IfStates weand ~~are~~in ~~unable~~every toother ~~secure~~country ~~additional~~where ~~financing~~they onwill ~~acceptable~~be ~~terms,~~tested or atused. ~~all,~~These weregulations ~~may~~are bewide-ranging ~~forced~~and togovern, ~~curtail~~among orother ~~cease our operations.~~things:

We· ~~will~~product ~~need~~design, todevelopment, ~~secure~~manufacture ~~additional~~and ~~sources~~testing; of· ~~capital~~product tosafety ~~develop~~and ~~our~~efficacy; ~~business~~· ~~and~~ product ~~candidates~~labeling; as· ~~planned.~~product Westorage ~~are~~and ~~seeking~~shipping; ~~substantial~~· ~~additional~~record ~~financing~~keeping; ~~through~~· ~~public~~pre-market ~~and/~~clearance or ~~private~~approval; ~~financing,~~· ~~which~~advertising ~~may include equity~~ and~~/or~~ ~~debt~~promotion; ~~financings, research grants~~ and ~~through~~· ~~other~~product ~~arrangements,~~sales ~~including collaborative arrangements. As part of such efforts, we may seek loans from certain of our executive officers, directors~~ and~~/or~~ ~~current shareholders~~distribution.

IfWe cannot market our product candidates until we ~~are~~receive ~~unable~~regulatory toapproval. ~~secure~~The ~~additional~~process ~~financing~~of inobtaining ~~the~~regulatory ~~near~~approval ~~term~~is lengthy, expensive and uncertain. Any difficulties that we encounter in obtaining regulatory approval may behave ~~forced~~a substantial adverse impact on our business and cause our stock price to: decline significantly.

·20 ~~curtail~~Table orof ~~abandon our existing business plans;~~Contents

·In ~~reduce~~the ~~our~~United ~~headcount;~~States, the FDA imposes substantial requirements on the introduction of biological products and many medical devices through lengthy and detailed laboratory and clinical testing procedures, sampling activities and other costly and time-consuming procedures. Satisfaction of these requirements typically takes several years and the time required to do so may vary substantially based upon the type and complexity of the biological product or medical device.

·The requirements governing the conduct of clinical trials and marketing of our product candidates outside the United States vary widely from country to country. Foreign approvals may take longer to obtain than FDA approvals and can require, among other things, additional testing and different clinical trial designs. Foreign regulatory approval processes generally include all of the risks associated with the FDA approval processes. Some foreign regulatory agencies also must approve prices of the products. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may negatively impact the regulatory process in others. We may not be able to file for ~~bankruptcy;~~regulatory approvals and may not receive necessary approvals to market our product candidates in any foreign country. If we fail to comply with these regulatory requirements or fail to obtain and maintain required approvals in any foreign country, we will not be able to sell our product candidates in that country and our ability to generate revenue will be adversely affected.

·We ~~seek~~cannot assure you that we will obtain FDA or foreign regulatory approval to ~~sell~~market ~~some~~any of our product candidates for any indication in a timely manner or at all. If we fail to obtain regulatory approval of any of our ~~assets;~~product candidates for at least one indication, we will not be permitted to market our product candidates and~~/or~~ may be forced to cease our operations.

·Even ~~cease~~if some of our ~~operations~~product candidates receive regulatory approval, these approvals may be subject to conditions, and we and our third party manufacturers will in any event be subject to significant ongoing regulatory obligations and oversight.

IfEven weif ~~are~~any ~~forced~~of our product candidates receives regulatory approval, the manufacturing, marketing and sale of our product candidates will be subject to ~~take~~stringent ~~any~~and ongoing government regulation. Conditions of ~~these~~approval, ~~steps~~such as limiting the category of patients who can use the product, ~~any~~may ~~investment~~significantly inimpact our ~~common~~ability ~~stock~~to commercialize the product and may make it difficult or impossible for us to market a product profitably. Changes we may desire to make to an approved product, such as cell culturing changes or revised labeling may require further regulatory review and approval, which could prevent us from updating or otherwise changing an approved product. If our product candidates are approved by the FDA or other regulatory authorities for the treatment of any indications, regulatory labeling may specify that our product candidates be ~~worthless~~used in conjunction with other therapies.

~~Our~~Once ~~ability~~obtained, toregulatory ~~obtain~~approvals ~~additional~~may ~~debt~~be ~~financing~~withdrawn ~~and/or~~for ~~alternative~~a ~~arrangements~~number ~~by the amount~~ of reasons, ~~terms~~including ~~and~~the ~~restrictions~~later discovery of ~~our~~previously ~~then~~unknown ~~current~~problems ~~debt. If we raise additional capital and/or secure alternative arrangements,~~ with the ~~Guarantors~~product. orRegulatory ~~otherwise,~~approval bymay ~~issuing~~also ~~equity,~~require ~~equity~~costly post-~~related~~marketing orfollow-up ~~convertible securities~~studies, ~~the economic, voting~~ and ~~other~~failure ~~rights~~ of our ~~existing~~product ~~shareholders~~candidates ~~may~~to bedemonstrate ~~diluted,~~sufficient efficacy and ~~those~~safety ~~newly~~in ~~issued~~these ~~securities~~studies may beresult ~~issued~~in ateither ~~prices~~withdrawal ~~that~~of ~~are~~marketing aapproval ~~significant~~or ~~discount~~severe tolimitations ~~current~~on ~~and/or~~permitted ~~then~~product ~~prevailing market prices~~usage. In addition, ~~any~~numerous ~~such~~additional ~~newly~~regulatory ~~issued~~requirements ~~securities~~relating ~~may~~to, ~~have~~among ~~rights~~other ~~superior~~processes, tothe ~~those~~labeling, ofpackaging, ~~our~~adverse ~~common~~event ~~stock.~~reporting, Ifstorage, weadvertising, ~~obtain~~promotion ~~additional~~and ~~capital~~record-keeping ~~through~~will ~~collaborative~~also ~~arrangements~~apply. Furthermore, weregulatory ~~may~~agencies besubject ~~required~~a tomarketed ~~relinquish~~product, ~~greater~~its ~~rights~~manufacturer toand ~~our~~the ~~technologies~~manufacturer’s orfacilities ~~product~~to ~~candidates~~continual ~~than~~review weand ~~might~~periodic ~~otherwise~~inspections. ~~have~~Compliance orwith ~~become~~these ~~subject~~regulatory torequirements ~~restrictive~~is ~~covenants~~time ~~that~~consuming ~~may~~and ~~affect~~requires ~~our~~the ~~business~~expenditure of substantial resources.

~~The~~If any of our product candidates is approved, we will be required to report certain adverse events involving our products to the FDA, to provide updated safety and efficacy information and to comply with requirements concerning the advertisement and promotional labeling of our ~~independent~~products. ~~registered~~As ~~public~~a ~~accounting~~result, ~~firm~~even ~~contains~~if ~~explanatory~~we ~~language~~obtain ~~that~~necessary ~~substantial~~regulatory ~~doubt~~approvals ~~exists~~to ~~about~~market our ~~ability~~product candidates for any indication, any adverse results, circumstances or events that are subsequently discovered could require that we cease marketing the product for that indication or expend money, time and effort to ~~continue~~ensure asfull compliance, which could have a ~~going~~material ~~concern~~adverse effect on our business.

1921 Table of Contents

~~Table~~In response to recent events regarding questions about the safety of ~~Contents~~certain approved prescription products, including the lack of adequate warnings, the FDA and the U.S. Congress are currently considering new regulatory and legislative approaches to advertising, monitoring and assessing the safety of marketed drugs, including legislation authorizing the FDA to mandate labeling changes for approved products, particularly those related to safety. It is possible that congressional and FDA initiatives pertaining to ensuring the safety of marketed biologics and similar initiatives in other countries, or other developments pertaining to the pharmaceutical industry, could require us to expend additional resources to comply with such initiatives and could adversely affect our operations.

~~The~~In ~~independent~~addition, ~~auditor’s~~the ~~report~~FDA onand ~~our~~similar ~~financial~~foreign ~~statements~~governmental ~~contains~~authorities ~~explanatory~~have ~~language~~the ~~that~~authority ~~substantial~~to ~~doubt~~require ~~exists~~the ~~about~~recall ~~our~~of ~~ability~~commercialized toproducts ~~continue~~in asthe aevent ~~going~~of ~~concern. Due~~any failure to ~~our~~comply ~~lack~~with ofapplicable ~~operating~~laws ~~history~~ and ~~present~~regulations ~~inability~~or todefects ~~generate~~in ~~revenues,~~design weor ~~have~~manufacture. ~~sustained~~In ~~operating~~the ~~losses~~event ~~since~~any of our ~~inception. Since~~product ~~our~~candidates ~~inception,~~receives weapproval ~~have~~and is commercialized, a ~~working~~government-mandated ~~capital~~or ~~deficiency~~voluntary ofproduct ~~$17,820~~recall ~~and~~by anus ~~accumulated~~could ~~deficit~~occur ofas ~~$86,356. If~~a weresult ~~are~~of ~~unable~~component tofailures, ~~obtain~~device ~~sufficient~~malfunctions, ~~financing~~or inother ~~the~~negative ~~near~~events ~~term~~such as ~~required~~serious injuries or ~~achieve profitability~~deaths, ~~then~~or wequality-related ~~would,~~issues insuch ~~all~~as ~~likelihood,~~cell ~~experience~~culturing ~~severe~~errors ~~liquidity~~or ~~problems~~design ~~and~~or ~~may~~labeling ~~have~~defects. toRecalls ~~curtail~~of ~~our~~any ~~operations. If~~of ~~we curtail~~ our ~~operations,~~potential weproducts ~~may~~could bedivert ~~placed~~managerial ~~into~~and ~~bankruptcy~~financial ~~or undergo liquidation~~resources, ~~the~~harm ~~result~~our ofreputation ~~which~~and ~~will~~ adversely affect ~~the~~our ~~value~~financial condition, results of ~~our~~operations ~~common~~and ~~shares~~stock price.

~~Current~~Any ~~Adverse~~failure ~~Economic~~by ~~Conditions~~us, ~~have~~or ~~had~~by aany ~~negative~~third ~~impact~~parties onthat may manufacture or market our ~~ability~~products, to ~~obtain~~comply ~~additional~~with ~~financing~~the law, including statutes and regulations administered by the FDA or other U.S. ~~Our~~or ~~inability~~foreign regulatory authorities, could result in, among other things, warning letters, fines and other civil penalties, suspension of regulatory approvals and the resulting requirement that we suspend sales of our products, refusal to ~~obtain~~approve ~~additional~~pending ~~financing~~applications ~~would~~or supplements to approved applications, export or import restrictions, interruption of production, operating restrictions, closure of the facilities used by us or third parties to manufacture our product candidates, injunctions or criminal prosecution. Any of the foregoing actions could have a ~~significant~~material adverse effect on our ~~operations~~business.

InWe ~~early~~must ~~2008,~~comply aswith ~~the~~federal, ~~United~~state ~~States~~and ~~economy~~foreign ~~began~~laws, toregulations ~~weaken~~ and ~~there~~other ~~were~~rules ~~increased~~relating ~~doubts~~to ~~about~~ the ~~ability~~healthcare ofbusiness, ~~borrowers to pay debts. Housing values began to fall~~ and ~~marginal loans were first to default~~, ~~triggering~~if ~~the~~we ~~sub-prime~~do ~~lending~~not ~~crisis.~~fully ~~Financial~~comply ~~institutions responded by tightening their lending policies~~ with ~~respect~~such to counterparties determined to have sub-prime mortgage risk. This tightening of institutional lending policies led to the failure of major financial institutions late in the third quarter of 2008. Continued failureslaws, ~~losses,~~regulations and ~~write-downs~~other at major financial institutions through 2013 intensified concerns about credit and liquidity risks and have resulted in a sharp reduction in overall market liquidity. The global credit crisis threatens the stability of the global economy and has adversely impacted consumer confidence and spending. We believe this global credit crisis has also had a negative impact on our ability to obtain additional financing. As discussed aboverules, ~~our~~we ~~inability~~could toface ~~obtain~~substantial ~~additional financing would have a significant adverse effect on our operations, results and financial condition~~penalties.

We are, aor ~~development~~will ~~stage~~be ~~company~~directly ~~with~~or aindirectly ~~limited~~through ~~operating~~our ~~history.~~customers, Wesubject ~~may~~to ~~never~~extensive beregulation ~~profitable~~by the federal government, ~~and~~the ifstates weand ~~incur~~foreign ~~operating~~countries ~~losses~~in ~~and~~which ~~generate~~we ~~negative~~may ~~cash~~conduct ~~flows~~our ~~from~~business. ~~operations~~The ~~for~~laws ~~longer~~that ~~than~~directly ~~expected,~~or weindirectly ~~may~~affect beour ~~unable~~ability to ~~continue~~operate ~~operations.~~our business include the following:

We· ~~are~~the afederal ~~development~~Medicare ~~stage~~and ~~company~~Medicaid Anti-Kickback law, which prohibits persons from knowingly and ~~have~~willfully asoliciting, ~~limited~~offering, ~~operating~~receiving ~~history~~or providing remuneration, ~~limited~~directly ~~capital~~or indirectly, ~~and limited~~in ~~sources~~cash or in kind, to induce either the referral of ~~revenue.~~an ~~Our~~individual ~~operations~~or tofurnishing ~~date~~or ~~have~~arranging ~~been~~for ~~limited~~a togood ~~organizing~~or ~~our~~service, ~~company~~for which payment may be made under federal healthcare programs such as Medicare and Medicaid; · other Medicare laws, ~~expanding~~regulations, rules, manual provisions and ~~strengthening~~policies that prescribe the requirements for coverage and payment for services performed by our ~~intellectual~~customers, ~~property~~including ~~position~~the ~~through~~amount ~~internal~~of ~~programs~~such ~~and~~payment; ~~recruiting~~· ~~management~~the Federal False Claims Act, ~~research~~which imposes civil and ~~clinical~~criminal ~~personnel.~~liability ~~Consequently~~on individuals and entities who submit, itor ~~may~~cause to be ~~difficult~~submitted, false or fraudulent claims for payment to ~~predict~~the ~~our~~government; ~~future~~· ~~success~~the Federal False Statements Act, which prohibits knowingly and willfully falsifying, concealing or ~~viability~~covering ~~due~~up toa ~~our~~material ~~lack~~fact or making any materially false statement in connection with delivery of ~~operating~~or ~~history~~payment for healthcare benefits, items or services; and · state and foreign law equivalents of the foregoing.

~~Our~~22 ~~limited~~Table ~~history~~of in conducting and managing clinical development activities, clinical trials and the application process necessary to obtain regulatory approvals might prevent us from successfully designing or implementing a clinical study or clinical trial. If we do not succeed in conducting and managing our clinical development activities or clinical trials, or in obtaining regulatory approvals, we might not be able to commercialize our product candidates, or might be significantly delayed in doing so, which will materially harm our business.Contents

~~Our~~If ~~ability~~our operations are found to ~~generate~~be ~~revenues~~in ~~from~~violation of any of ~~our~~the ~~product~~laws, ~~candidates~~regulations, ~~will~~rules ~~depend~~or onpolicies adescribed ~~number~~above ofor ~~factors,~~any ~~including~~other ~~our~~law ~~ability~~or governmental regulation to ~~successfully~~which ~~complete~~we ~~clinical~~or ~~trials,~~our ~~obtain~~customers ~~necessary~~are ~~regulatory~~or ~~approvals~~will ~~and~~be ~~implement~~subject, ~~our~~or ~~commercialization~~if ~~strategy.~~the Ininterpretation ~~addition,~~of ~~even~~the ifforegoing changes, we ~~are~~may ~~successful~~be insubject ~~obtaining~~to ~~necessary~~civil ~~regulatory~~and ~~approvals~~criminal penalties, damages, fines, exclusion from the Medicare and ~~bringing~~Medicaid ~~one~~programs and the curtailment or ~~more~~restructuring ~~product~~of ~~candidates~~our tooperations. ~~market~~Similarly, weif ~~will~~our customers are found non-compliant with applicable laws, they may be subject to ~~the~~sanctions, ~~risk~~which ~~that~~could ~~the~~also ~~marketplace~~have ~~will~~a ~~not~~negative ~~accept~~impact ~~those~~on ~~products~~us. WeAny ~~may~~penalties, ~~and~~damages, ~~anticipate~~fines, ~~that~~curtailment weor ~~will~~restructuring ~~need~~of ~~to,~~our ~~transition~~operations ~~from~~would aadversely ~~company~~affect ~~with~~our aability ~~research~~to operate our business and ~~development~~our ~~focus~~financial toresults. aThe ~~company~~risk ~~capable~~of our being found in violation of ~~supporting~~these ~~commercial~~laws ~~activities~~is ~~and~~increased weby ~~may~~the fact that many of them have not ~~succeed~~been infully ~~such~~interpreted by the regulatory authorities or the courts, and their provisions are open to a ~~transition~~variety of interpretations, and additional legal or regulatory change.

20Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and damage our reputation.

~~Table~~Our ofsuccess ~~Contents~~will depend in part on establishing and maintaining effective strategic partnerships, collaborations and licensing agreements.

~~Because~~Our ofstrategy for the ~~numerous~~development, ~~risks~~testing, culturing and ~~uncertainties~~commercialization ~~associated~~of ~~with~~ our product ~~development~~candidates relies on establishing and ~~commercialization~~maintaining ~~efforts~~numerous collaborations with various corporate partners, consultants, scientists, researchers, licensors, licensees and others. While we are ~~unable~~continually toin ~~predict~~discussions ~~the~~with ~~extent~~a number of ~~our~~companies, ~~future~~universities, ~~losses~~research orinstitutions, ~~when~~consultants, orscientists, ifresearchers, welicensors, ~~will~~licensees ~~become~~and ~~profitable.~~others ~~Our~~to ~~failure~~establish toadditional ~~successfully~~relationships ~~commercialize~~and ~~our~~collaborations, ~~product~~which ~~candidates~~are ortypically complex and time consuming to ~~become~~negotiate, document and ~~remain~~implement, ~~profitable~~we ~~could~~may ~~impair~~not ~~our~~reach ~~ability~~definitive toagreements ~~raise~~with ~~capital,~~any ~~expand~~of ~~our~~them. ~~business~~Even if we enter into these arrangements, ~~diversify~~we ~~our~~may ~~product~~not ~~offerings~~be ~~and~~able ~~continue~~to ~~our~~maintain ~~operations~~these relationships or establish new ones in the future on acceptable terms.

IfFurthermore, ~~clinical~~any ~~trials~~collaboration ~~are~~that ~~unsuccessful~~we orenter ~~significantly~~into ~~delayed,~~may ornot ifbe wesuccessful. doThe ~~not~~success ~~complete~~of our ~~clinical~~collaboration ~~trials~~arrangements, weif any, will ~~not~~depend ~~receive~~heavily ~~regulatory~~on ~~approval~~the ~~for~~efforts orand beactivities ~~able~~of toour ~~commercialize~~collaborators. ~~our~~Possible ~~product~~future ~~candidates.~~collaborations have risks, including the following:

We· ~~cannot~~our ~~market~~collaboration ~~any~~agreements ~~product~~are ~~candidate~~likely ~~until~~to ~~regulatory~~be ~~agencies~~for ~~grant~~fixed ~~approval~~terms and subject to termination by our collaborators in the event of a material breach or ~~licensure.~~lack Inof ~~order~~scientific toprogress ~~obtain~~by ~~regulatory~~us; ~~approval~~· ~~for~~our collaborators are likely to have the ~~sale~~first ofright ~~any~~to ~~product~~maintain ~~candidate~~or defend our intellectual property rights and, although we ~~must,~~would ~~among~~likely ~~other~~seek ~~requirements,~~to ~~provide~~secure the ~~FDA~~right to assume the maintenance and ~~similar~~defense ~~foreign~~of ~~regulatory~~our ~~authorities~~intellectual ~~with~~property ~~preclinical~~rights ~~and~~if ~~clinical~~our ~~data~~collaborators ~~that~~do ~~demonstrate~~not, our ability to ~~the~~do ~~satisfaction~~so ofmay ~~regulatory~~be ~~authorities~~compromised ~~that~~by our ~~product~~collaborators' ~~candidates~~acts ~~are~~or ~~safe~~omissions; ~~and~~· ~~effective~~our ~~for~~collaborators ~~each~~may ~~indication~~utilize ~~under~~our ~~the~~intellectual ~~applicable~~property ~~standards~~rights ~~relating~~in such a way as to ~~such~~invite ~~product~~litigation ~~candidate.~~that ~~The~~could ~~clinical~~jeopardize ~~studies~~or ~~and~~invalidate ~~clinical~~our ~~trials~~intellectual ofproperty ~~any~~rights ~~product~~or ~~candidates~~expose ~~must~~us ~~comply~~to ~~with~~potential liability; · our collaborators may underfund or not commit sufficient resources to the ~~regulations~~testing, marketing, distribution or development of ~~the~~our ~~FDA~~product candidates; and ~~other~~· ~~governmental~~our ~~authorities~~collaborators may develop alternative products either on their own or in ~~the~~collaboration ~~United~~with ~~States~~others, ~~and~~or ~~similar~~encounter ~~agencies~~conflicts of interest or changes in business strategy or other ~~countries~~business issues, which could adversely affect their willingness or ability to fulfill their obligations to us.

~~Even~~These ifarrangements wealso ~~achieve~~may ~~positive~~require ~~interim~~us ~~results~~to ingrant ~~clinical~~certain ~~trials~~rights to third parties, ~~these~~including ~~results~~exclusive domarketing ~~not~~rights ~~necessarily~~to ~~predict~~one ~~final~~or ~~results~~more products, ~~and~~or ~~positive~~may ~~results~~have inother ~~early~~terms ~~trials~~that are burdensome to us, and may ~~not~~involve bethe ~~indicative~~issuance of ~~success~~our insecurities. ~~later~~If ~~trials.~~any Weof ~~may~~our ~~experience~~partners ~~numerous~~terminates ~~unforeseen~~its ~~events~~relationship ~~during,~~with us or asfails to perform its obligations in a ~~result~~timely ofmanner, the ~~clinical~~development ~~trial~~or ~~process~~commercialization ~~that~~of ~~could~~our ~~delay~~technology orand ~~prevent~~product ~~regulatory~~candidates ~~approval~~may be substantially delayed. Further, disputes may arise with our collaborators about corresponding rights in know-how and/ inventions resulting from the joint creation or ~~commercialization~~use of ~~our~~intellectual ~~product~~property ~~candidates,~~by ~~including~~us ~~the~~and ~~following:~~our collaborators.

·23 ~~the~~Table ~~FDA~~of ~~or similar foreign regulatory authorities may find that our product candidates are not sufficiently safe or effective or may find our cell culturing processes or facilities unsatisfactory;~~Contents

·Risks ~~officials~~Related atto ~~the~~Our ~~FDA~~Intellectual ~~or similar foreign regulatory authorities may interpret data from preclinical studies and clinical trials differently than we do;~~Property

·We ~~our~~hold ~~clinical~~limited ~~trials~~patent ~~may~~and ~~produce~~other ~~negative~~intellectual orproperty ~~inconclusive~~rights, ~~results~~and orour ~~may~~success ~~not~~will ~~meet~~be ~~the~~dependent ~~level~~in oflarge ~~statistical~~part ~~significance~~on ~~required~~safeguarding byour ~~the~~existing ~~FDA~~intellectual orproperty ~~other~~rights ~~regulatory authorities,~~ and weobtaining ~~may~~patent ~~decide, or regulators may require us, to conduct additional preclinical studies~~ and~~/or~~ ~~clinical~~other ~~trials~~proprietary orprotection tofor ~~abandon one or more of~~ our ~~development~~product ~~programs;~~candidates.

·We hold limited patent rights in our product candidates. The Company is working in conjunction with a third party to procure a provisional patent (expected, but not assured) to be filed in early fall 2015. In the ~~FDA~~event orthe ~~similar~~provisional ~~foreign~~patent ~~regulatory~~is ~~authorities~~accepted, ~~may~~the ~~change~~third ~~their~~party ~~approval~~will ~~policies~~receive orthirty ~~adopt~~percent ~~new~~(30%) ~~regulations;~~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).

oOur ~~there~~commercial ~~may~~success bewill ~~delays~~depend orto ~~failure~~a insignificant ~~obtaining~~degree ~~approval~~on of our ~~clinical~~ability ~~trial protocols from the FDA or other regulatory authorities or obtaining institutional review board approvals or government approvals~~ to ~~conduct clinical trials at prospective sites~~:

o· wecompel the owners of the patents licensed to us to defend and enforce such patents, to the extent such patents may be applicable to our products and material to their commercialization; · obtain new patent and other proprietary protection for MyoCell and our other product candidates; · obtain and/or ~~regulators~~maintain appropriate licenses to patents, ~~may~~patent ~~suspend~~applications or ~~terminate~~other proprietary rights held by others with respect to our ~~clinical~~technology, ~~trials~~both ~~because~~in the ~~participating~~United ~~patients~~States ~~are~~and ~~being~~other ~~exposed~~countries; to· ~~unacceptable~~preserve ~~health~~intellectual ~~risks~~property orrights ~~undesirable~~relating ~~side~~to ~~effects~~our product candidates; and · operate without infringing the patents and proprietary rights of third parties.

oFailure weto obtain adequate patent protection for our product candidates, or the failure to protect our existing patent rights, may ~~experience~~impair ~~difficulties~~our ability to be competitive. The availability of infringing products in ~~managing~~markets ~~multiple~~where ~~clinical~~we ~~sites;~~have patent protection, or the availability of competing products in markets where we do not have adequate patent protection, could erode the market for our product candidates, negatively impact the prices we can charge for our product candidates, and harm our reputation if infringing or competing products are manufactured to inferior standards.

oOur ~~enrollment~~patents ~~in our clinical trials for our product candidates~~ may ~~occur~~not ~~more~~be ~~slowly~~valid ~~than~~or ~~we anticipate~~enforceable, orand we may ~~experience~~be ~~high~~challenged ~~drop-out~~by ~~rates~~third ~~of subjects in our clinical trials, resulting in significant delays;~~parties.

oWe cannot assure you that any patents issued or licensed to us would be held valid by a court or administrative body or that we would be able to successfully enforce our patents against infringers, including our competitors. The issuance of a patent is not conclusive as to its validity or enforceability, and the validity and enforceability of a patent is susceptible to challenge on numerous legal grounds. Challenges raised in patent infringement litigation brought by or against us may result in determinations that patents that have been issued or licensed to us or any patents that may be ~~unable~~issued to ~~manufacture~~us or ~~obtain~~our ~~from~~licensors ~~third~~in ~~party~~the ~~manufacturers~~future ~~sufficient~~are ~~quantities~~invalid, unenforceable or otherwise subject to limitations. In the event of ~~our~~any ~~product~~such ~~candidates~~determinations, ~~for~~third parties may be able to use the discoveries or technologies claimed in ~~clinical~~these ~~trials;~~patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property and our competitive advantage. Even if our patents are held to be enforceable, others may be able to design around our patents or develop products similar to our products that are not within the scope of any of our patents.

oIn ~~our~~addition, ~~product~~enforcing ~~candidates~~the patents that have been licensed to us and any patents that may be ~~deemed~~issued ~~unsafe~~to orus ~~ineffective,~~in orthe future against third parties may berequire ~~perceived~~significant asexpenditures ~~being~~regardless ~~unsafe~~of orthe ~~ineffective,~~outcome byof ~~healthcare~~such ~~providers~~efforts. ~~for~~Our inability to enforce our patents against infringers and competitors may impair our ability to be competitive and could have a ~~particular~~material ~~indication~~adverse effect on our business.

2124 Table of Contents

~~Table~~If ofwe ~~Contents~~are not able to protect and control unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.

~~Failures~~We orrely ~~perceived~~to ~~failures~~a inlarge ~~our~~extent ~~clinical~~on ~~trials~~unpatented ~~would~~technology, ~~delay~~trade secrets, confidential information and ~~may~~proprietary ~~prevent~~know-how ~~our~~to ~~product~~protect ~~development~~our technology and ~~regulatory~~maintain ~~approval~~our ~~process~~competitive position, ~~make~~especially itwhen we do not believe that patent protection is appropriate or can be obtained. Trade secrets are difficult ~~for~~to usprotect. In order to ~~establish~~protect ~~collaborations~~proprietary technology and processes, ~~negatively~~we ~~affect~~rely in part on confidentiality and intellectual property assignment agreements with our ~~reputation~~employees, consultants and ~~competitive~~others. ~~position~~These agreements generally provide that the individual must keep confidential and ~~otherwise~~not disclose to other parties any confidential information developed or learned by the individual during the course of the individual’s relationship with us except in limited circumstances. These agreements generally also provide that we shall own all inventions conceived by the individual in the course of rendering services to us. These agreements may not effectively prevent disclosure of confidential information or result in the effective assignment to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements. In addition, others may independently discover trade secrets and proprietary information that have abeen ~~material~~licensed ~~adverse~~to ~~effect~~us onor ~~our~~that ~~business~~we own, and in such case we could not assert any trade secret rights against such party.

~~Our~~Enforcing ~~product~~a ~~candidates~~claim that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States may ~~never~~be less willing to protect trade secrets. Costly and time-consuming litigation could be ~~commercialized~~necessary ~~due~~to seek to ~~unacceptable~~enforce ~~side~~and ~~effects~~determine the scope of our proprietary rights, and ~~increased~~failure ~~mortality~~to ~~that~~obtain or maintain trade secret protection could have a material adverse effect on our business. Moreover, some of our academic institution licensors, collaborators and scientific advisors have rights to publish data and information to which we have rights. If we cannot maintain the confidentiality of our technologies and other confidential information in connection with our collaborations, our ability to protect our proprietary information or obtain patent protection in the future may be ~~associated~~impaired, ~~with~~which ~~such~~could ~~product~~have ~~candidates~~a material adverse effect on our business.

~~Possible~~Other ~~side~~Risks ~~effects~~Related of our product candidates may be serious and life-threatening. A serious adverse event is generally an event that results in significant medical consequences, such as hospitalization, disability or death, and must be reported to ~~the~~Our FDA. The occurrence of any unacceptable serious adverse events during or after clinical and clinical testing of our product candidates could temporarily delay or negate the possibility of regulatory approval of our product candidates and adversely affect our business. We and our competitors have also, at times, suspended trials, at least temporarily, to assess the risks. We have not yet treated a sufficient number of patients to allow us to make a determination that serious unintended consequences will not occur.Business

~~Risks~~We ~~Related~~depend toon ~~Government~~attracting ~~Regulation~~and retaining key management and ~~Regulatory~~scientific ~~Approvals~~personnel and the loss of these personnel could impair the development of our products candidates.

WeOur ~~must~~success ~~comply~~depends ~~with~~on ~~extensive~~our ~~government~~continued ~~regulations~~ability into ~~order~~attract, retain and motivate highly qualified management, clinical and scientific personnel and on our ability to ~~obtain~~develop and maintain ~~marketing~~important ~~approval~~relationships ~~for~~with academic institutions, clinicians and scientists. We are highly dependent upon our ~~products~~senior scientific staff, many of whom have developed very specialized expertise in their position. The loss of services of one or more members of our senior scientific staff could significantly delay or prevent the ~~United~~successful ~~States~~completion ~~and~~of ~~abroad~~any clinical trials or commercialization of our product candidates. IfThe weemployment of each of our employees with us is “at will,” and each employee can terminate his or her employment with us at any time. We do not ~~obtain~~have ~~regulatory~~a ~~approval~~succession plan in place for any of our ~~product~~officers ~~candidates~~and key employees. We do not carry insurance on any of our other key employees and, weaccordingly, their death or disability may behave ~~forced~~a tomaterial ~~cease~~adverse effect on our ~~operations~~business.

~~Our~~The ~~product~~competition ~~candidates~~for ~~are~~qualified ~~subject~~personnel toin ~~extensive~~the ~~regulation~~life insciences ~~the~~field ~~United~~is ~~States~~intense. We will need to hire additional personnel, including regulatory and insales ~~every~~personnel, ~~other~~as ~~country~~we ~~where~~continue ~~they~~to ~~will~~expand our development activities. We may not be ~~tested~~able orto ~~used~~attract and retain quality personnel on acceptable terms given our geographic location and the competition for such personnel among life sciences, biotechnology, pharmaceutical and other companies. ~~These~~If ~~regulations~~we are ~~wide-ranging~~unable to attract new employees and ~~govern~~retain existing employees, ~~among~~we ~~other~~may ~~things:~~be unable to continue our development and commercialization activities and our business may be harmed.

·We ~~product~~face ~~design,~~intense ~~development,~~competition ~~manufacture~~in the biotechnology and ~~testing;~~healthcare industries.

·We ~~product~~face, ~~safety~~and will continue to face, intense competition from pharmaceutical, biopharmaceutical, medical device and ~~efficacy;~~biotechnology companies both in the United States and abroad, as well as numerous academic and research institutions, governmental agencies and private organizations engaged in drug discovery activities or funding both in the United States and abroad. We also recognize that there may be competitors and competing technologies, therapies and/or products that we are not aware of.

·25 ~~product~~Table ~~labeling;~~of Contents

·These ~~product~~third ~~storage~~parties also compete with us in recruiting and ~~shipping;~~retaining qualified personnel, establishing clinical trial sites and registering patients for clinical trials, as well as acquiring or licensing intellectual property and technology.

·Many ~~record~~competitors ~~keeping;~~have more experience than we do in research and development, marketing, cell culturing, manufacturing, preclinical testing, conducting clinical trials, obtaining FDA and foreign regulatory approvals and marketing approved products. The competitors, some of which have their own sales and marketing organizations, have greater financial and technical resources than we do and may be better equipped than we are to sell competing products, obtain patents that block or otherwise inhibit our ability to further develop and commercialize our product candidates, obtain approvals from the FDA or other regulatory agencies for products more rapidly than we do, or develop treatments or cures that are safer or more effective than those we propose to develop.

·In ~~pre-market~~addition, ~~clearance~~academic institutions, governmental agencies, and other public and private organizations conducting research in the field of heart damage may seek patent protection with respect to potentially competitive products or ~~approval;~~technologies and may establish exclusive collaborative or licensing relationships with our competitors.

·Our ~~advertising~~industry ~~and~~is ~~promotion;~~subject ~~and~~to rapid technological change.

·Our industry is subject to rapid technological change. Our competitors may discover and develop new technologies and techniques, or enter into partnerships with collaborators in order to develop, competing products that are more effective or less costly than the product ~~sales~~candidates we hope to secure regulatory approval for. If there is rapid technological development or new product introductions, our current and ~~distribution~~future product candidates or methods may become obsolete or noncompetitive before or after we commercialize them.

WeRisks ~~cannot~~Related market our product candidates until we receive regulatory approval. The process of obtaining regulatory approval is lengthy, expensive and uncertain. Any difficulties that we encounter in obtaining regulatory approval may have a substantial adverse impact on our business and cause our stock price to ~~decline~~Our ~~significantly.~~Common Stock

InAn ~~the United States~~active, ~~the~~liquid ~~FDA imposes substantial requirements on the introduction of biological products~~ and ~~many~~orderly ~~medical~~trading ~~devices~~market ~~through~~for ~~lengthy~~our ~~and~~common ~~detailed~~stock laboratory and clinical testing procedures, sampling activities and other costly and time-consuming procedures. Satisfaction of these requirements typically takes several years and the time required to do so may ~~vary~~not ~~substantially based upon the type and complexity of the biological product or medical device~~continue.

~~The~~We ~~requirements~~cannot ~~governing~~offer ~~the~~any ~~conduct~~assurance ofthat ~~clinical~~an ~~trials~~active ~~and~~trading ~~marketing~~market offor our ~~product~~common ~~candidates~~stock ~~outside~~will ~~the~~continue ~~United~~or ~~States~~how ~~vary~~liquid ~~widely~~that ~~from~~market ~~country~~may ~~to country~~be. ~~Foreign~~As ~~approvals~~a ~~may take longer to obtain than FDA approvals and can require~~result, ~~among~~relatively ~~other~~small ~~things,~~trades ~~additional~~may ~~testing~~have ~~and~~a ~~different~~disproportionate ~~clinical~~impact ~~trial~~on ~~designs. Foreign regulatory approval processes generally include all of~~ the ~~risks~~price ~~associated with the FDA approval processes. Some foreign regulatory agencies also must approve prices~~ of ~~the~~our ~~products.~~common ~~Regulatory approval in one country does not ensure regulatory approval in another~~stock, ~~but~~which ~~a failure or delay in obtaining regulatory approval in one country~~ may ~~negatively~~contribute ~~impact~~to the ~~regulatory~~price ~~process~~volatility inof ~~others. We may not be able to file for regulatory approvals and may not receive necessary approvals to market~~ our ~~product~~common ~~candidates~~stock ~~in any foreign country. If we fail to comply with these regulatory requirements or fail to obtain~~ and ~~maintain~~could ~~required~~limit ~~approvals~~your inability ~~any foreign country, we will not be able~~ to sell ~~our~~your ~~product candidates in that country and our ability to generate revenue will be adversely affected~~shares.

22The market price of our common stock could also be subject to wide fluctuations in response to many risk factors described in this section and other matters, including:

~~Table~~· changes by securities analysts in financial estimates of ~~Contents~~our operating results and the operating results of our competitors; · publications of research reports by securities analysts about us, our competitors or our industry; · fluctuations in the valuation of companies perceived by investors to be comparable to us; · actual or anticipated fluctuations in our quarterly or annual operating results; · retention and departures of key personnel; · strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy; · the passage of legislation or other regulatory developments affecting us or our industry; · speculation in the press or investment community; and · natural disasters, terrorist acts, act of war or periods of widespread civil unrest.

We26 ~~cannot~~Table ~~assure you that we will obtain FDA or foreign regulatory approval to market any~~ of our product candidates for any indication in a timely manner or at all. If we fail to obtain regulatory approval of any of our product candidates for at least one indication, we will not be permitted to market our product candidates and may be forced to cease our operations.Contents

~~Even~~Furthermore, ifthe ~~some~~stock ofmarkets ~~our~~have ~~product~~experienced ~~candidates~~extreme ~~receive~~price ~~regulatory~~and ~~approval,~~volume ~~these~~fluctuations ~~approvals~~that ~~may~~have beaffected ~~subject~~and continue to ~~conditions~~affect the market prices of equity securities of many companies, especially life sciences and wepharmaceutical companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, may negatively affect the market price of our ~~third~~common ~~party~~stock. ~~manufacturers~~As ~~will~~a result, the market price of our common stock is likely to be similarly volatile and investors in ~~any~~our ~~event~~common stock may experience a decrease, which could be substantial, in the value of their stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to ~~significant~~securities ~~ongoing~~class ~~regulatory~~action ~~obligations~~litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and ~~oversight~~divert our management's attention from other business concerns, which could have a material adverse effect on our business.

~~Even~~We ifdo ~~any~~not ofintend ~~our~~to ~~product~~pay ~~candidates~~cash ~~receives~~dividends ~~regulatory~~on ~~approval, the manufacturing, marketing and sale of~~ our ~~product~~common ~~candidates~~stock ~~will~~in bethe ~~subject~~foreseeable tofuture ~~stringent~~ and, ~~ongoing government regulation. Conditions of approval~~accordingly, ~~such~~capital asappreciation ~~limiting the category~~ of ~~patients~~our ~~who~~common ~~can~~stock, ~~use~~if ~~the product~~any, ~~may~~will ~~significantly~~be ~~impact our ability to commercialize the product and may make it difficult or impossible for us to market~~ a ~~product~~shareholder's ~~profitably.~~sole ~~Changes~~source weof ~~may~~gain ~~desire to make to an approved product, such as cell culturing changes or revised labeling may require further regulatory review and approval, which could prevent us~~ from ~~updating or otherwise changing~~ an ~~approved~~investment ~~product.~~in If our ~~product~~common candidates are approved by the FDA or other regulatory authorities for the treatment of any indications, regulatory labeling may specify that our product candidates be used in conjunction with other therapiesstock.

~~Once~~Our ~~obtained,~~policy ~~regulatory~~is ~~approvals~~to ~~may~~retain beearnings ~~withdrawn~~to ~~for~~provide afunds ~~number~~for ~~of reasons, including~~ the ~~later~~operation ~~discovery~~and expansion of ~~previously~~our ~~unknown~~business ~~problems~~and, ~~with~~accordingly, ~~the~~we ~~product.~~have ~~Regulatory~~never ~~approval~~declared ~~may~~or ~~also~~paid ~~require~~any ~~costly~~cash ~~post-marketing~~dividends ~~follow-up~~on ~~studies, and failure of~~ our ~~product~~common ~~candidates~~stock toor ~~demonstrate~~other ~~sufficient~~securities ~~efficacy~~ and ~~safety~~do innot ~~these~~currently ~~studies~~anticipate ~~may~~paying ~~result~~any incash ~~either~~dividends ~~withdrawal~~in ofthe ~~marketing~~foreseeable ~~approval~~future. orConsequently, ~~severe~~shareholders ~~limitations~~will onneed ~~permitted~~to ~~product~~sell ~~usage.~~shares Inof ~~addition,~~our ~~numerous~~common ~~additional~~stock ~~regulatory~~to ~~requirements~~realize ~~relating~~a ~~to,~~return ~~among~~on ~~other~~their ~~processes~~investments, ~~the~~if ~~labeling~~any, ~~packaging,~~and ~~adverse~~this ~~event~~capital ~~reporting~~appreciation, ~~storage,~~if ~~advertising~~any, ~~promotion and record-keeping~~ will ~~also~~be ~~apply. Furthermore, regulatory agencies subject~~ a ~~marketed product, its manufacturer and the manufacturer’~~shareholder's ~~facilities~~sole tosource ~~continual~~of ~~review~~gain ~~and~~from ~~periodic~~an ~~inspections.~~investment ~~Compliance~~in ~~with these regulatory requirements is time consuming and requires~~ the ~~expenditure~~common ~~of substantial resources~~stock.

IfOur ~~any~~common ofstock ~~our~~may ~~product candidates is approved, we will~~ be ~~required~~considered toa ~~report~~“penny ~~certain adverse events involving our products to the FDA~~stock,” ~~to provide updated safety~~ and ~~efficacy~~thereby ~~information~~be ~~and~~subject to ~~comply~~additional ~~with~~sale ~~requirements concerning the advertisement~~ and ~~promotional~~trading ~~labeling~~regulations ~~of our products. As a result, even if we obtain necessary regulatory approvals to market our product candidates for any indication, any adverse results, circumstances or events~~ that ~~are~~may ~~subsequently~~make ~~discovered~~it ~~could~~more ~~require~~difficult ~~that we cease marketing the product for that indication or expend money, time and effort~~ to ~~ensure full compliance, which could have a material adverse effect on our business~~sell.

InOur ~~response~~common stock is considered to ~~recent~~be ~~events~~a ~~regarding~~“penny ~~questions~~stock.” ~~about~~It does not qualify for one of the ~~safety~~exemptions from the definition of ~~certain~~“penny ~~approved~~stock” ~~prescription~~under ~~products,~~Section ~~including~~3a51-1 of the ~~lack~~Exchange Act. Our common stock is a “penny stock” because it meets one or more of ~~adequate~~the ~~warnings,~~following conditions (i) the ~~FDA~~stock ~~and~~trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange or (iii) it is not quoted on the UNASDAQ Global Market, nor has a price less than $5.S00 per share. ~~Congress~~The ~~are~~principal ~~currently~~result ~~considering~~or ~~new~~effect ~~regulatory~~of ~~and~~being ~~legislative~~designated ~~approaches~~a “penny stock” is that securities broker-dealers participating in sales of our common stock are subject to ~~advertising,~~the ~~monitoring~~“penny ~~and~~stock” ~~assessing~~regulations set forth in Rules 15-2 through 15g-9 promulgated under the ~~safety~~Securities ofExchange ~~marketed~~Act. ~~drugs~~For example, ~~including~~Rule ~~legislation~~15g-2 ~~authorizing~~requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the ~~FDA~~risks of penny stocks and to ~~mandate~~obtain ~~labeling~~a ~~changes~~manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for ~~approved~~the ~~products~~investor's account. Moreover, ~~particularly~~Rule ~~those~~15g-9 ~~related~~requires broker-dealers in penny stocks to ~~safety~~approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. ItThis isprocedure ~~possible~~requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that ~~congressional~~information, that transactions in penny stocks are suitable for the investor and ~~FDA~~that ~~initiatives~~the ~~pertaining~~investor has sufficient knowledge and experience as to ~~ensuring~~be reasonably capable of evaluating the ~~safety~~risks of ~~marketed~~penny ~~biologics~~stock ~~and~~transactions; ~~similar~~(iii) ~~initiatives~~provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in ~~other~~(ii) ~~countries~~above; and (iv) receive a signed and dated copy of such statement from the investor, orconfirming ~~other~~that ~~developments~~it ~~pertaining~~accurately toreflects the ~~pharmaceutical~~investor's ~~industry~~financial situation, ~~could~~investment ~~require~~experience usand toinvestment ~~expend~~objectives. ~~additional~~Compliance ~~resources~~with tothese ~~comply~~requirements ~~with~~may ~~such~~make ~~initiatives~~it more difficult and ~~could~~time ~~adversely~~consuming ~~affect~~for holders of our ~~operations~~common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

23FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.

~~Table~~In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of ~~Contents~~these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

In27 ~~addition,~~Table ~~the FDA and similar foreign governmental authorities have the authority to require the recall~~ of commercialized products in the event of any failure to comply with applicable laws and regulations or defects in design or manufacture. In the event any of our product candidates receives approval and is commercialized, a government-mandated or voluntary product recall by us could occur as a result of component failures, device malfunctions, or other negative events such as serious injuries or deaths, or quality-related issues such as cell culturing errors or design or labeling defects. Recalls of any of our potential products could divert managerial and financial resources, harm our reputation and adversely affect our financial condition, results of operations and stock price.Contents

~~Any~~Rule ~~failure~~144 bysales ~~us,~~in orthe byfuture ~~any third parties that~~ may ~~manufacture~~have ora ~~market~~depressive ~~our~~effect ~~products,~~on ~~to comply with~~ the ~~law,~~company's ~~including~~stock ~~statutes~~price ~~and~~as ~~regulations~~an ~~administered~~increase ~~by the FDA or other U.S. or foreign regulatory authorities, could result~~ in, ~~among~~supply ~~other things, warning letters, fines and other civil penalties, suspension~~ of ~~regulatory~~shares ~~approvals~~for ~~and the resulting requirement that we suspend sales of our products~~sale, ~~refusal~~with tono ~~approve~~corresponding ~~pending~~increase ~~applications~~in ordemand ~~supplements~~will tocause ~~approved~~prices ~~applications, export or import restrictions, interruption of production, operating restrictions, closure of the facilities used by us or third parties~~ to ~~manufacture our product candidates, injunctions or criminal prosecution~~fall. ~~Any of the foregoing actions could have a material adverse effect on our business.~~

WeAll ~~must~~of ~~comply~~the ~~with~~outstanding ~~federal~~shares of common stock held by the present officers, ~~state~~directors, and ~~foreign~~affiliate ~~laws~~stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, ~~regulations~~as ~~and~~amended. ~~other~~As ~~rules~~restricted ~~relating~~shares, these shares may be resold only pursuant to an effective registration statement or under the ~~healthcare~~requirements ~~business,~~of Rule 144 or other applicable exemptions from registration under the Securities Act of 1933 and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, ifunder wecertain doconditions, ~~not~~sell ~~fully~~every ~~comply~~three ~~with~~months, ~~such~~in ~~laws~~brokerage transactions, ~~regulations~~a number of shares that does not exceed the greater of 1.0% of a Company's issued and outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the Company is a current reporting company under the Securities Exchange Act of 1934. A sale under Rule 144 or under any other ~~rules~~exemption from the Securities Act of 1933, weif ~~could~~available, ~~face~~or ~~substantial~~pursuant ~~penalties~~to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

WeFuture ~~are,~~issuances orof ~~will~~shares befor ~~directly~~various orconsiderations ~~indirectly~~including ~~through~~working ~~our~~capital ~~customers,~~and ~~subject~~operating toexpenses ~~extensive~~will ~~regulation~~increase by the ~~federal~~number ~~government,~~of ~~the~~shares ~~states~~outstanding ~~and~~which ~~foreign~~will ~~countries~~dilute inexisting ~~which~~investors weand may ~~conduct~~have ~~our~~a ~~business.~~depressive ~~The~~effect ~~laws~~on ~~that~~the ~~directly~~company's orstock ~~indirectly affect our ability to operate our business include the following:~~price.

·There ~~the~~may ~~federal~~be ~~Medicare~~substantial ~~and~~dilution ~~Medicaid~~to ~~Anti-Kickback~~our ~~law,~~shareholders ~~which~~purchasing ~~prohibits~~in ~~persons~~future ~~from~~offerings ~~knowingly~~as ~~and~~a ~~willfully~~result ~~soliciting,~~of ~~offering,~~future ~~receiving~~decisions orof ~~providing~~the ~~remuneration,~~Board ~~directly or indirectly, in cash or in kind,~~ to ~~induce~~issue ~~either~~shares ~~the~~without ~~referral~~shareholder ofapproval ~~an individual or furnishing or arranging~~ for acash, ~~good or service~~services, ~~for which~~ payment ~~may~~of bedebt ~~made~~or ~~under federal healthcare programs such as Medicare and Medicaid;~~acquisitions.

·There ~~other~~may ~~Medicare~~in ~~laws,~~all ~~regulations,~~likelihood ~~rules,~~be ~~manual~~little ~~provisions~~demand for shares of our common stock and ~~policies~~as ~~that~~a ~~prescribe~~result ~~the~~investors ~~requirements~~may ~~for~~be ~~coverage~~unable ~~and~~to ~~payment~~sell ~~for~~at ~~services~~or ~~performed~~near byask ~~our~~prices ~~customers,~~or ~~including~~at ~~the~~all ~~amount~~if ofthey ~~such~~need ~~payment;~~to liquidate their investment.

·There may be little demand for shares of our common stock on the ~~Federal~~OTC ~~False~~Bulletin ~~Claims~~Board, ~~Act~~or OTC Markets.com, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which ~~imposes~~is ~~civil~~relatively unknown to stock analysts, stock brokers, institutional investors and ~~criminal~~others ~~liability~~in onthe ~~individuals~~investment community that generate or influence sales volume, and ~~entities~~that ~~who~~even ~~submit~~if the Company came to the attention of such persons, orthey ~~cause~~tend to be ~~submitted~~risk-averse and would be reluctant to follow an unproven, ~~false~~early stage company such as ours or ~~fraudulent~~purchase ~~claims~~or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the securities price. We cannot give investors any assurance that a broader or more active public trading market for ~~payment~~the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the ~~government;~~Company.

·28 ~~the~~Table ~~Federal False Statements Act, which prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with delivery~~ of ~~or payment for healthcare benefits, items or services; and~~Contents

·Failure ~~state~~to achieve and ~~foreign~~maintain ~~law~~effective ~~equivalents~~internal controls in accordance with Section 404 of the ~~foregoing~~Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.

IfIt ~~our~~may ~~operations are found to~~ be intime ~~violation of any of the laws~~consuming, ~~regulations,~~difficult ~~rules~~and orcostly ~~policies~~for ~~described~~us ~~above or any other law or governmental regulation~~ to ~~which~~develop weand orimplement ~~our customers are or will be subject, or if~~ the ~~interpretation~~additional ofinternal ~~the foregoing changes~~controls, weprocesses ~~may be subject to civil~~ and ~~criminal~~reporting ~~penalties,~~procedures ~~damages,~~required ~~fines,~~by ~~exclusion from~~ the ~~Medicare~~Sarbanes-Oxley ~~and Medicaid programs and the curtailment or restructuring of our operations~~Act. ~~Similarly,~~We ~~if our customers are found non-compliant with applicable laws, they~~ may beneed ~~subject~~ to ~~sanctions,~~hire ~~which~~additional ~~could~~financial ~~also have a negative impact on us. Any penalties~~reporting, ~~damages,~~internal ~~fines,~~auditing ~~curtailment or restructuring of our operations would adversely affect our ability to operate our business~~ and ~~our~~other ~~financial~~finance ~~results.~~staff ~~The risk of our being found~~ in ~~violation~~order ofto ~~these~~develop ~~laws is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts,~~ and ~~their~~implement ~~provisions~~appropriate ~~are~~additional ~~open~~internal ~~to a variety of interpretations~~controls, processes and ~~additional~~reporting ~~legal or regulatory change~~procedures.

24If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

~~Table~~Pursuant to Section 404 of ~~Contents~~the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and, furnish an annual report by our management on our internal control over financial reporting. We continue to document and test our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

~~Any~~In ~~action~~addition, ~~against~~in usconnection ~~for~~with ~~violation~~our on-going assessment of ~~these~~the ~~laws,~~effectiveness ~~even~~of ifour internal control over financial reporting, we ~~successfully~~may ~~defend~~discover ~~against~~“material itweaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, ~~could~~or ~~cause~~the usPCAOB. toA ~~incur~~material weakness is a significant ~~legal~~deficiency, ~~expenses~~or combination of significant deficiencies, ~~divert~~that ~~our~~results ~~management’s~~in ~~attention~~more ~~from~~than a remote likelihood that a material misstatement of the ~~operation~~annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of ~~our~~the ~~business~~financial ~~and~~statements ~~damage~~that ~~our~~is ~~reputation~~more than inconsequential will not be prevented or detected.

~~Our~~In ~~success~~the event that a material weakness is identified, we will ~~depend~~employ inqualified ~~part~~personnel onand ~~establishing~~adopt and ~~maintaining~~implement ~~effective~~policies ~~strategic~~and ~~partnerships~~procedures to address any material weaknesses that we identify. However, ~~collaborations~~the process of designing and ~~licensing~~implementing ~~agreements~~effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

~~Our~~Currently ~~strategy~~our ~~for~~CEO ~~the~~and ~~development,~~Principal ~~testing,~~Financial ~~culturing~~ and ~~commercialization~~Accounting ofOfficer, ~~our~~concluded ~~product~~that ~~candidates~~our ~~relies~~disclosure oncontrols ~~establishing~~ and ~~maintaining~~procedures ~~numerous~~were ~~collaborations~~ineffective ~~with~~as ~~various~~of ~~corporate~~the ~~partners,~~end ~~consultants,~~of ~~scientists,~~September ~~researchers~~30, ~~licensors~~2014, ~~licensees~~due ~~and~~to ~~others.~~the ~~While~~Company’s welimited ~~are~~resources ~~continually~~and inlimited ~~discussions~~number ~~with~~of aemployees. ~~number~~To ofmitigate ~~companies,~~the ~~universities,~~current ~~research~~limited ~~institutions,~~resources ~~consultants,~~and ~~scientists,~~limited ~~researchers~~employees, ~~licensors,~~we ~~licensees~~rely ~~and~~heavily ~~others~~on todirect ~~establish~~management ~~additional~~oversight ~~relationships~~of ~~and collaborations~~transactions, ~~which~~along ~~are~~with ~~typically~~the ~~complex~~use ~~and~~of ~~time~~legal ~~consuming~~and tooutsourced ~~negotiate,~~accounting ~~document~~professionals. ~~and~~As ~~implement~~we grow, we ~~may~~expect ~~not~~to ~~reach~~increase, ~~definitive~~our ~~agreements~~number ~~with any~~ of ~~them.~~employees, ~~Even~~which, if we ~~enter into these arrangements~~believe, wewill ~~may~~enable ~~not~~us ~~be able~~ to ~~maintain~~implement ~~these~~adequate ~~relationships~~segregation orof ~~establish~~duties ~~new~~within ~~ones in~~ the ~~future~~internal oncontrol ~~acceptable terms~~framework.

~~Furthermore~~Any failure to complete our assessment of our internal control over financial reporting, to remediate any ~~collaboration~~material weaknesses that we ~~enter~~may ~~into~~identify ~~may~~or ~~not~~to beimplement ~~successful~~new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. ~~The~~Any ~~success~~such failure could also adversely affect the results of the periodic management evaluations of our ~~collaboration~~internal ~~arrangements~~controls and, ifin the case of a failure to remediate any, ~~will~~material ~~depend~~weaknesses ~~heavily~~that onwe may identify, would adversely affect the ~~efforts~~annual ~~and~~auditor ~~activities~~attestation reports regarding the effectiveness of our ~~collaborators~~internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. ~~Possible~~Inadequate ~~future~~internal ~~collaborations~~controls ~~have~~could ~~risks~~also cause investors to lose confidence in our reported financial information, ~~including~~which could have a negative effect on the ~~following:~~trading price of our common stock.

·29 ~~our~~Table ~~collaboration agreements are likely to be for fixed terms and subject to termination by our collaborators in the event~~ of ~~a material breach or lack of scientific progress by us;~~Contents

·Public ~~our~~disclosure ~~collaborators~~requirements ~~are~~and ~~likely~~compliance towith ~~have~~changing ~~the~~regulation ~~first~~of ~~right~~corporate togovernance ~~maintain~~pose orchallenges ~~defend~~for our ~~intellectual~~management ~~property~~team ~~rights~~ and, ~~although~~result wein ~~would~~additional ~~likely~~expenses ~~seek~~and tocosts ~~secure~~which ~~the~~may ~~right~~reduce ~~to assume~~ the ~~maintenance~~focus ~~and defense~~ of ~~our~~management ~~intellectual~~and ~~property~~the ~~rights~~profitability ifof our ~~collaborators do not, our ability to do so may be compromised by our collaborators' acts or omissions;~~company.

·Changing ~~our~~laws, ~~collaborators~~regulations ~~may~~and ~~utilize~~standards ~~our~~relating ~~intellectual~~to ~~property~~corporate ~~rights~~governance inand ~~such~~public adisclosure, ~~way~~including asthe Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to ~~invite~~devote ~~litigation~~significant ~~that~~time ~~could~~and ~~jeopardize~~financial orresources ~~invalidate~~to ~~our~~comply ~~intellectual~~with ~~property~~both ~~rights~~existing orand ~~expose~~evolving usstandards for public companies, which will lead to ~~potential~~increased ~~liability;~~general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

·SHOULD ~~our~~ONE ~~collaborators~~OR ~~may~~MORE ~~underfund~~OF orTHE ~~not~~FOREGOING ~~commit~~RISKS ~~sufficient~~OR ~~resources~~UNCERTAINTIES toMATERIALIZE, ~~the~~OR ~~testing,~~SHOULD ~~marketing~~THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ~~distribution~~ACTUAL orRESULTS ~~development~~MAY ofDIFFER ~~our~~SIGNIFICANTLY ~~product~~FROM ~~candidates;~~THOSE ~~and~~ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED

·CAUTIONARY ~~our~~NOTE ~~collaborators~~REGARDING ~~may~~FORWARD-LOOKING develop alternative products either on their own or in collaboration with others, or encounter conflicts of interest or changes in business strategy or other business issues, which could adversely affect their willingness or ability to fulfill their obligations to us.STATEMENTS

~~These~~This ~~arrangements~~report ~~also~~includes ~~may~~“forward-looking” ~~require~~statements usregarding toour ~~grant~~business ~~certain~~development ~~rights~~plans, clinical trials, regulatory reviews, timing, strategies, expectations, anticipated expenses levels, projected profits, business prospects and positioning with respect to ~~third~~market, ~~parties~~demographic and pricing trends, business outlook, technology spending and various other matters (including ~~exclusive~~contingent ~~marketing~~liabilities ~~rights~~and obligations and changes in accounting policies, standards and interpretations) and express our current intentions, beliefs, expectations, strategies or predictions, as well as historical information. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to ~~one~~be materially different from anticipated results, performance or ~~more~~achievements ~~products~~expressed or implied by such forward-looking statements. When used in this report, statements that are not statements of current or historical fact may ~~have~~be deemed to be forward-looking statements. Without limiting the foregoing, the words “plan,” “intend,” “may,” “will,” “expect,” “believe,” “could,” “anticipate,” “estimate,” or “continue” or similar expressions or other ~~terms~~variations ~~that~~or comparable terminology are ~~burdensome~~intended to usidentify such forward-looking statements. Although we believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, ~~and~~any ~~may~~of ~~involve~~those assumptions could prove to be inaccurate given the ~~issuance~~inherent uncertainties as to the occurrence or nonoccurrence of ~~our~~future ~~securities~~events. IfThese ~~any~~statements are not guarantees of ~~our~~future ~~partners~~performance ~~terminates~~and ~~its~~involve ~~relationship~~risks ~~with~~and usuncertainties orthat ~~fails~~are difficult to ~~perform~~predict. Our future operating results are dependent upon many factors, and our further development is highly dependent on market acceptance, which is outside its ~~obligations~~control. inForward-looking statements may not be realized due to a ~~timely~~variety ~~manner~~of factors, including, without limitation, (i) our ability to manage the ~~development~~business despite continuing operating losses and cash outflows; (ii) our ability to obtain sufficient capital or a strategic business arrangement to fund its operations and expansion plans, including meeting its financial obligations under various licensing and other strategic arrangements and the successful commercialization of ~~our~~the relevant technology; (iii) our ability to build the management and ~~product~~human ~~candidates~~resources ~~may~~and beinfrastructure ~~substantially~~necessary ~~delayed.~~to ~~Further,~~support ~~disputes~~the ~~may~~growth ~~arise~~of ~~with~~the business; (iv) competitive factors and developments beyond our ~~collaborators~~control; ~~about~~(v) ~~inventorship~~scientific and ~~corresponding~~medical developments beyond our control; (vi) limitations caused by government regulation of the business; (vii) whether any of our current or future patent applications result in issued patents and our ability to obtain and maintain other rights to technology required or desirable for the conduct of our business; (viii) whether any potential strategic benefits of various licensing transactions will be realized and whether any potential benefits from the acquisition of these new licensed technologies will be realized; (ix) our ability to maintain our eligibility for quotation on the Over-The-Counter Bulletin Board; and (x) the other factors discussed in ~~know~~“Risk Factors”. All forward-~~how~~looking statements attributable to us are expressly qualified in their entirety by these and ~~inventions~~other ~~resulting~~factors. ~~from~~We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the ~~joint~~date ~~creation~~initially filed or ~~use~~published, to reflect the occurrence of ~~intellectual~~unanticipated ~~property~~events byor usotherwise, ~~and~~except ~~our~~to ~~collaborators~~the extent required by federal securities laws.

2530 Table of Contents

~~Table~~ITEM of1B. ~~Contents~~- UNRESOLVED STAFF COMMENTS

~~Risks~~Not ~~Related to Our Intellectual Property~~applicable.

WeITEM ~~hold~~2. ~~limited~~- patent and other intellectual property rights, and our success will be dependent in large part on safeguarding our existing intellectual property rights and obtaining patent and other proprietary protection for our product candidates.PROPERTY

WeThe ~~hold~~corporate ~~limited~~office ~~patent~~for ~~rights~~the ~~in our product candidates. The~~ Company is ~~working~~at in10411 ~~conjunction~~Motor ~~with~~City aDr. ~~third~~Suite ~~party~~750, ~~to procure a provisional patent (expected~~Bethesda, ~~but~~MD ~~not~~20817. ~~assured)~~We tohave beleased ~~filed~~this inoffice ~~early~~for ~~fall~~a ~~2015.~~period Inof Five ~~the~~years ~~event~~and the ~~provisional~~lease ~~patent~~payments isare ~~accepted,~~$200 ~~the~~per ~~third~~month. ~~party~~The ~~will~~Company ~~receive~~has ~~thirty~~entered ~~percent~~into ~~(30%)~~a ofmemorandum ~~the Company shares~~ of ~~common~~understanding ~~stock for the rights~~ to ~~the~~have ~~patent~~lab ~~and~~space ~~the~~at ~~Company~~Howard ~~will~~University ~~focus~~at onno ~~developing~~charge ~~the~~for ~~provisional patent into~~ a ~~final~~period ~~patent~~of ~~(anticipated,~~three ~~but not guaranteed, for late 2016)~~years.

~~Our~~ITEM ~~commercial~~3. ~~success~~- ~~will~~LEGAL ~~depend to a significant degree on our ability to:~~PROCEEDINGS

·We ~~compel~~are ~~the~~currently ~~owners~~not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of ~~the~~operations. ~~patents~~There ~~licensed~~is tono usaction, tosuit, ~~defend~~proceeding, ~~and~~inquiry ~~enforce~~or ~~such~~investigation ~~patents~~before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~extent~~knowledge ~~such~~of ~~patents~~the ~~may~~executive beofficers ~~applicable~~of toour Company, threatened against or affecting our ~~products~~Company, ~~and~~our ~~material~~common tostock, or of our companies officers or directors in their ~~commercialization;~~capacities as such, in which an adverse decision could have a material adverse effect.

·ITEM ~~obtain~~4. ~~new~~- ~~patent~~MINE ~~and~~SAFETY ~~other proprietary protection for MyoCell and our other product candidates;~~DISCLOSURES

·Not ~~obtain and/or maintain appropriate licenses to patents, patent applications or other proprietary rights held by others with respect to our technology, both in the United States and other countries;~~applicable.

·31 ~~preserve~~Table ~~intellectual~~of ~~property rights relating to our product candidates; and~~Contents

·PART ~~operate without infringing the patents and proprietary rights of third parties.~~II

~~Our~~Market ~~patents may not be valid or enforceable, and may be challenged by third parties.~~Information

WeOur ~~cannot~~common ~~assure~~stock ~~you~~commenced ~~that~~quotation ~~any~~on ~~patents~~OTC ~~issued or licensed to us would be held valid by a court or administrative body or that we would be able to successfully enforce our patents against infringers~~Markets, ~~including our competitors~~Inc. ~~The~~under ~~issuance~~the ofOTCQB adesignation ~~patent~~(under ~~is not conclusive as to its validity or enforceability, and~~ the ~~validity~~trading ~~and~~symbol ~~enforceability of a patent is susceptible to challenge on numerous legal grounds~~“IMMD. ~~Challenges~~There ~~raised~~was inno ~~patent~~active ~~infringement~~trading ~~litigation~~market ~~brought~~for ~~by or against us may result in determinations that patents that have been issued or licensed to us or any patents that may be issued to us or~~ our ~~licensors~~common instock ~~the~~until ~~future~~September ~~are invalid~~14, ~~unenforceable or otherwise subject to limitations~~2015. InThe ~~the~~closing ~~event~~price ofon ~~any~~August ~~such determinations~~22, ~~third~~2016 ~~parties~~was may be able to use the discoveries or technologies claimed in these patents without paying licensing fees or royalties to us, which could significantly diminish the value of our intellectual property and our competitive advantage$0. ~~Even if our patents are held to be enforceable, others may be able to design around our patents or develop products similar to our products that are not within the scope of any of our patents~~314.

In addition, enforcing the patents that have been licensed to us and any patents that may be issued to us in the future against third parties may require significant expenditures regardless of the outcome of such efforts. Our inability to enforce our patents against infringers and competitors may impair our ability to be competitive and could have a material adverse effect on our business.Holders

26As of August 31, 2016, there were approximately 9 shareholders of record of our common stock, which does not include shareholders whose shares are held in street or nominee names.

~~Table of Contents~~Dividends

IfWe wehave ~~are~~never ~~not~~declared ~~able~~any cash dividends with respect to ~~protect~~our common shares. Future payment of dividends is within the discretion of our board of directors, and ~~control~~will ~~unpatented~~depend ~~trade~~upon, ~~secrets~~among other things, ~~know-how~~the results of our operations, cash flows and financial condition, operating and capital requirements, and other ~~technological~~factors ~~innovation~~our board of directors may consider relevant. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common shares, we ~~may~~presently ~~suffer~~intend ~~competitive~~to ~~harm~~retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common shares.

We32 ~~rely~~Table to a large extent on unpatented technology, trade secrets, confidential information and proprietary know-how to protect our technology and maintain our competitive position, especially when we do not believe that patent protection is appropriate or can be obtained. Trade secrets are difficult to protect. In order to protect proprietary technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants and others. These agreements generally provide that the individual must keep confidential and not disclose to other parties any confidential information developed or learned by the individual during the course of the individual’s relationship with us except in limited circumstances. These agreements generally also provide that we shall own all inventions conceived by the individual in the course of rendering services to us. These agreements may not effectively prevent disclosure of confidential information or result in the effective assignment to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information or other breaches of the agreements. In addition, others may independently discover trade secrets and proprietary information that have been licensed to us or that we own, and in such case we could not assert any trade secret rights against such party.Contents

~~Enforcing~~Recent aIssuances claim that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary to seek to enforce and determine the scope of ~~our~~Unregistered proprietary rights, and failure to obtain or maintain trade secret protection could have a material adverse effect on our business. Moreover, some of our academic institution licensors, collaborators and scientific advisors have rights to publish data and information to which we have rights. If we cannot maintain the confidentiality of our technologies and other confidential information in connection with our collaborations, our ability to protect our proprietary information or obtain patent protection in the future may be impaired, which could have a material adverse effect on our business.Securities

~~Other~~The ~~Risks~~Company ~~Related~~has issued PepVax, Inc. 5,000,000 shares of common stock pursuant to ~~Our~~the ~~Business~~terms and conditions of the License Agreement, dated June 2, 2016. The shares were issued in October 2016.

WeThe ~~depend~~issuance of such shares of our common stock was effected in reliance on ~~attracting~~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 ~~retaining~~in ~~key~~Section ~~management~~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 ~~scientific~~had ~~personnel~~such background, education and experience in financial and business matters as to be able to evaluate the ~~loss~~merits and risks of ~~these~~an ~~personnel~~investment ~~could~~in ~~impair~~the securities; (b) there was no public offering or general solicitation with respect to the ~~development~~offering; of(c) the investors were provided with certain disclosure materials and all other information requested with respect to our ~~products~~company; ~~candidates~~(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.

~~Our~~Issuer ~~success~~Repurchases depends on our continued ability to attract, retain and motivate highly qualified management, clinical and scientific personnel and on our ability to develop and maintain important relationships with academic institutions, clinicians and scientists. We are highly dependent upon our senior scientific staff, many of ~~whom~~Equity have developed very specialized expertise in their position. The loss of services of one or more members of our senior scientific staff could significantly delay or prevent the successful completion of any clinical trials or commercialization of our product candidates. The employment of each of our employees with us is “at will,” and each employee can terminate his or her employment with us at any time. We do not have a succession plan in place for any of our officers and key employees. We do not carry insurance on any of our other key employees and, accordingly, their death or disability may have a material adverse effect on our business.Securities

The competition for qualified personnel in the life sciences field is intense. We will need to hire additional personnel, including regulatory and sales personnel, as we continue to expand our development activities. We may not be able to attract and retain quality personnel on acceptable terms given our geographic location and the competition for such personnel among life sciences, biotechnology, pharmaceutical and other companies. If we are unable to attract new employees and retain existing employees, we may be unable to continue our development and commercialization activities and our business may be harmed.None

27ITEM 6. – SELECTED FINANCIAL DATA

~~Table~~As ofa ~~Contents~~“smaller reporting company”, we are not required to provide the information required by this Item. Refer to the financial statements included within this report.

WeITEM ~~face~~7. ~~intense~~- ~~competition~~MANAGEMENT’S inDISCUSSION ~~the~~AND ~~biotechnology~~ANALYSIS ~~and~~OF ~~healthcare~~FINANCIAL ~~industries.~~CONDITION AND RESULTS OF OPERATION

WeThe ~~face,~~following discussion and ~~will~~analysis ~~continue~~should tobe ~~face~~read in conjunction with our financial statements and related notes thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, ~~intense~~such ~~competition~~as ~~from~~statements ~~pharmaceutical~~of our plans, ~~biopharmaceutical~~objectives, ~~medical~~expectations ~~device~~ and ~~biotechnology~~intentions. ~~companies~~The ~~both~~cautionary statements made in ~~the~~this ~~United~~registration ~~States~~statement ~~and~~should ~~abroad,~~be read as ~~well~~applying to all related forward-looking statements wherever they appear in this registration statement. From time to time, we may publish forward-looking statements relative to such matters as ~~numerous~~anticipated ~~academic~~financial ~~and~~performance, ~~research~~business ~~institutions~~prospects, ~~governmental~~technological ~~agencies~~developments and ~~private~~similar ~~organizations~~matters. ~~engaged~~The inPrivate ~~drug~~Securities ~~discovery~~Litigation ~~activities~~Reform orAct ~~funding~~of ~~both~~1995 inprovides ~~the~~a ~~United~~safe ~~States~~harbor ~~and~~for ~~abroad~~forward-looking statements. WeAll ~~also~~statements ~~recognize~~other ~~that~~than ~~there~~statements of historical fact included in this section or elsewhere in this report are, or may be ~~competitors~~deemed ~~and~~to ~~competing technologies~~be, ~~therapies~~forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and~~/or~~ ~~products~~Section 21E ~~that~~of wethe ~~are~~Securities ~~not~~Exchange ~~aware~~Act of 1934.

~~These~~The ~~third~~following ~~parties~~discussion ~~also~~and ~~compete~~analysis ~~with~~of usour plan of operations should be read in ~~recruiting~~conjunction with our financial statements and ~~retaining~~related ~~qualified~~notes ~~personnel,~~appearing ~~establishing~~in ~~clinical~~our ~~trial~~filings ~~sites~~with the Securities and ~~registering~~Exchange ~~patients~~Commission. ~~for~~This ~~clinical~~discussion ~~trials~~and analysis contain forward-looking statements that involve risks, asuncertainties ~~well~~and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as ~~acquiring~~a orresult ~~licensing~~of ~~intellectual~~certain ~~property~~factors, including, but not limited to, those presented under the heading of “Risk Factors” and ~~technology~~elsewhere in this prospectus.

Many competitors have more experience than we do in research and development, marketing, cell culturing, manufacturing, preclinical testing, conducting clinical trials, obtaining FDA and foreign regulatory approvals and marketing approved products. The ~~competitors,~~following ~~some~~discussion ~~of which have their own sales~~ and ~~marketing~~analysis ~~organizations,~~should ~~have greater financial and technical resources than we do and may~~ be ~~better~~read ~~equipped~~in ~~than~~conjunction wewith ~~are to sell competing products, obtain patents that block or otherwise inhibit~~ our ~~ability~~financial tostatements ~~further develop~~ and ~~commercialize~~the ~~our~~related ~~product~~notes ~~candidates,~~thereto ~~obtain~~and ~~approvals from the FDA or~~ other ~~regulatory~~financial ~~agencies~~information ~~for~~contained ~~products~~elsewhere ~~more~~in ~~rapidly~~this ~~than~~Form ~~we do, or develop treatments or cures that are safer or more effective than those we propose to develop~~10-K.

In33 ~~addition,~~Table ~~academic institutions, governmental agencies, and other public and private organizations conducting research in the field~~ of ~~heart damage may seek patent protection with respect to potentially competitive products or technologies and may establish exclusive collaborative or licensing relationships with our competitors.~~Contents

~~Our~~The ~~industry~~Company's MD&A is ~~subject~~comprised toof ~~rapid~~significant ~~technological~~accounting ~~change~~estimates made in the normal course of its operations, overview of the Company's business conditions, results of operations, liquidity and capital resources and contractual obligations. The Company did not have any off balance sheet arrangements as of August 31, 2016 or 2015.

~~Our~~The ~~industry~~discussion isand ~~subject~~analysis toof ~~rapid~~the ~~technological~~Company’s ~~change.~~financial ~~Our~~condition ~~competitors~~and ~~may~~results ~~discover~~of ~~and~~operations ~~develop~~is ~~new~~based ~~technologies~~upon ~~and~~its ~~techniques~~financial statements, orwhich ~~enter~~have ~~into~~been ~~partnerships~~prepared ~~with~~in ~~collaborators~~accordance inwith ~~order~~generally toaccepted ~~develop,~~accounting ~~competing~~principles ~~products~~generally ~~that~~accepted ~~are~~in ~~more~~the ~~effective~~United States (or ~~less~~"GAAP"). ~~costly~~The ~~than~~preparation ~~the~~of ~~product~~those ~~candidates~~financial westatements ~~hope~~requires us to ~~secure~~make ~~regulatory~~estimates ~~approval~~and ~~for.~~judgments Ifthat ~~there~~affect isthe ~~rapid~~reported ~~technological~~amount ~~development~~of orassets ~~new~~and ~~product~~liabilities ~~introductions,~~at ~~our~~the ~~current~~date ~~and~~of ~~future~~its ~~product~~financial ~~candidates~~statements. orActual ~~methods~~results may ~~become~~differ ~~obsolete~~from orthese ~~noncompetitive~~estimates ~~before~~under ordifferent ~~after~~assumptions weor ~~commercialize them~~conditions.

~~Risks~~Our ~~Related~~Ability toTo ~~Our~~Continue ~~Common~~as ~~Stock~~a Going Concern

AnOur ~~active~~independent registered public accounting firm has issued its report dated December 5, ~~liquid~~2016 ~~and~~in ~~orderly~~connection ~~trading~~with ~~market~~the ~~for~~audit of our financial statements as of August 31, 2016 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Our financial statements as of August 31, 2016 have been prepared under the assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock ~~may~~will lose all of their investment. Our financial statements do not ~~continue~~include any adjustments that might result from the outcome of this uncertainty.

We cannot offer any assurance that an active trading market for our common stock will continue or how liquid that market may be. As a result, relatively small trades may have a disproportionate impact on the price of our common stock, which may contribute to the price volatility of our common stock and could limit your ability to sell your shares.Overview

28We 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 we entered into a merger with our wholly-owned subsidiary, Immage Biotherapeutics Corp. The effect of such merger is that we became the surviving entity and changed our name to “Immage Biotherapeutics Corp.” Subsequent to the merger, we commenced to implement our business plan beyond nominal operations and acquired began to assets related to the business plan.

~~Table~~Immage Biotherapeutics is a biotechnology company developing cancer immunotherapy through the rapid and efficient development of ~~Contents~~cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources. On September 8, 2015, we amended our bylaws to set the fiscal year end at August 31.

~~The~~RESULTS ~~market~~OF ~~price of our common stock could also be subject to wide fluctuations in response to many risk factors described in this section and other matters, including:~~OPERATIONS

·We ~~changes~~are bya ~~securities~~development ~~analysts~~stage incompany ~~financial~~and ~~estimates~~no revenues have been recorded since inception. We have generated substantial net losses and negative cash flow from operations since inception and anticipate incurring significant net losses and negative cash flows from operations for the foreseeable future as we continue clinical trials, undertake new clinical trials, apply for regulatory approvals, make capital expenditures, add information systems and personnel, continue development of additional product candidates using our ~~operating~~technology, ~~results~~establish sales and marketing capabilities and incur the ~~operating~~additional ~~results~~cost of ~~our~~operating ~~competitors;~~as a public company.

·Our ~~publications~~company ofworked ~~research~~with ~~reports~~Pepvax byInc. ~~securities~~to ~~analysts~~procure ~~about~~a usprovisional patent. As a result, ~~our~~Pepvax ~~competitors~~Inc. orreceived 5,000,000 of our ~~industry;~~shares of common stock, subsequent to August 31, 2016, for the rights to the patent and the Company is currently focusing on developing the provisional patent into a final patent. We have also entered into an agreement 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.

·34 ~~fluctuations~~Table ~~in the valuation~~ of ~~companies perceived by investors to be comparable to us;~~Contents

·Comparison ~~actual~~of orYears ~~anticipated~~Ended ~~fluctuations~~August in31, ~~our~~2016 ~~quarterly~~and orperiod ~~annual~~ended ~~operating~~August ~~results;~~31, 2015

·We ~~retention~~had ~~and~~no ~~departures~~revenues offor ~~key~~the ~~personnel;~~year ended August 31, 2016 and period ended 2015.

·Our ~~strategic~~assets ~~decisions~~as byof usAugust or31, 2016 equaled $243,104, consisting primarily of cash of $196,715 and $32,158 of equipment purchased pursuant to our ~~competitors~~business plan, ~~such~~plus small amounts for prepaid expenses and net intangible assets. Our assets as ~~acquisitions~~of August 31, ~~divestitures~~2015 consisted primarily of cash of $32,678 ~~spin-offs~~and $40,370 ~~joint~~of ~~ventures~~equipment purchases pursuant to our business plan, ~~strategic~~plus ~~investments~~small oramounts ~~changes~~for prepaid expenses and net intangible assets. The increase in ~~business~~our ~~strategy;~~assets is directly related to the sale of $375,000 of common stock during the fiscal year ended August 31, 2016 and net borrowings of $4,858 from related parties.

·Operating expenses for the ~~passage~~fiscal year ended August 31, 2016 equaled $216,476, compared to operating expenses of ~~legislation~~$53,869 orfor ~~other~~the ~~regulatory~~period ~~developments~~ended ~~affecting~~August us31, or2015. ~~our~~The ~~industry;~~increase was due to an increase in selling, general and administrative expenses from $10,969 to $98,878, an increase in professional fees from $42,900 to $55,377 and an increase in research and development from nil to $62,221.

·We ~~speculation~~realized ina loss before income tax provision of $216,476 for the ~~press~~fiscal oryear ~~investment~~ended ~~community;~~August ~~and~~31, 2016 compared to a net loss of $53,869 for the period ended August 31, 2015.

·Liquidity ~~natural~~and ~~disasters,~~Capital ~~terrorist acts, act of war or periods of widespread civil unrest.~~Resources

~~Furthermore,~~As ~~the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices~~ of ~~equity~~August ~~securities of many companies~~31, especially life sciences and pharmaceutical companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations2016, aswe ~~well~~financed ~~as general economic, political and market conditions, may negatively affect the market price of~~ our ~~common~~operational ~~stock.~~cash Asneeds awith ~~result,~~cash ~~the~~generated market price of our common stock is likely to be similarly volatile and investors in our common stock may experience a decrease, which could be substantial, in the value of their stock. In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management's attention from ~~other~~financing ~~business concerns, which could have a material adverse effect on our business~~activities.

WeOperating do not intend to pay cash dividends on our common stock in the foreseeable future and, accordingly, capital appreciation of our common stock, if any, will be a shareholder's sole source of gain from an investment in our common stock.Activities

~~Our~~Net ~~policy~~cash isused toin ~~retain~~operating ~~earnings~~activities towas ~~provide~~$215,821 ~~funds~~ for the ~~operation~~fiscal ~~and~~year ~~expansion~~ended ofAugust ~~our~~31, ~~business~~2016 ~~and,~~compared ~~accordingly~~to $52,357 wefor ~~have~~the ~~never~~period ~~declared~~ended orAugust ~~paid~~31, ~~any cash dividends on our common stock or other securities and do not currently anticipate paying any cash dividends in the foreseeable future~~2015. ~~Consequently,~~The ~~shareholders~~increase ~~will~~was ~~need~~due to ~~sell~~the ~~shares~~increased ofexpenses ~~our common stock to realize a return on their investments, if any,~~ and ~~this~~operating ~~capital~~loss ~~appreciation,~~we ifexperienced ~~any,~~as ~~will be~~ a ~~shareholder's~~result ~~sole source~~ of ~~gain~~implementing ~~from~~our anbusiness ~~investment in the common stock~~plan.

~~Our~~Cash ~~common~~flows ~~stock~~provided ~~may~~by beinvesting ~~considered~~activities afor ~~“penny~~the ~~stock~~fiscal year ended August 31,” ~~and~~2016, ~~thereby~~was benil, ~~subject~~compared to ~~additional~~net ~~sale~~cash ~~and~~used ~~trading~~of ~~regulations~~$41,055 ~~that~~for ~~may~~the ~~make~~period itended ~~more~~August ~~difficult~~31, ~~to sell~~2015.

~~Our~~Cash ~~common~~flows provided ~~stock~~by financing isactivities ~~considered to be a “penny stock.” It does not qualify~~ for ~~one of~~ the ~~exemptions~~fiscal ~~from~~year ~~the~~ended ~~definition~~August of31, ~~“penny~~2016, ~~stock”~~increased ~~under~~to ~~Section 3a51-1 of the Exchange Act. Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than~~ $~~5.00 per share; (ii) it is not traded on a “recognized” national exchange or (iii) it is not quoted on the NASDAQ Global Market~~379,858, ~~nor~~compared ~~has~~to ~~a price less than~~ $~~5.00~~123,748 ~~per~~for ~~share. The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock are subject to~~ the ~~“penny~~period ~~stock”~~ended ~~regulations~~August ~~set~~31, ~~forth in Rules 15-2 through 15g-9 promulgated under the Securities Exchange Act~~2015. ~~For~~This ~~example,~~increase ~~Rule~~was ~~15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with~~ a ~~document~~consequence ~~disclosing the risks~~ of ~~penny~~receiving loans ~~stocks~~from ~~and~~related toparties ~~obtain a manually signed~~ and ~~dated~~proceeds ~~written~~from ~~receipt of~~ the ~~document~~sale ~~at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account~~ of ~~any investor for transactions in such stocks before selling any penny~~ stock ~~to that investor~~. ~~This~~During ~~procedure requires~~ the ~~broker-dealer~~year toended ~~(i)~~August ~~obtain from the investor information concerning his or her financial situation~~31, ~~investment experience and investment objectives; (ii) reasonably determine~~2016, ~~based~~we onreceived ~~that~~an ~~information,~~advance ~~that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable~~ of ~~evaluating~~$11,316 ~~the~~from ~~risks of penny stock transactions; (iii) provide the investor with~~ a ~~written~~related ~~statement~~party ~~setting~~as ~~forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive~~ a ~~signed~~loan and ~~dated~~repaid ~~copy of such statement from the investor~~$6,458 ~~confirming~~to ~~that it accurately reflects~~ the ~~investor's~~related ~~financial situation, investment experience and investment objectives~~party. ~~Compliance~~On ~~with~~September ~~these~~21, ~~requirements~~2016, ~~may~~we ~~make~~sold it3,000,000 ~~more~~shares ~~difficult and time consuming for holders~~ of our common stock tofor ~~resell~~$375,000 ~~their shares~~ to ~~third~~one ~~parties or to otherwise dispose~~ of ~~them~~our inlargest ~~the market or otherwise~~shareholders.

29Off-balance sheet arrangements

~~Table~~We ofhave ~~Contents~~no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.

~~FINRA~~35 ~~sales~~Table ~~practice~~of ~~requirements may limit a shareholder’s ability to buy and sell our common shares.~~Contents

InCRITICAL ~~addition~~ACCOUNTING to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.POLICIES

~~Rule~~Our ~~144~~discussion ~~sales~~and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the ~~future~~United ~~may~~States. ~~have~~The apreparation ~~depressive~~of ~~effect~~these onfinancial statements requires us to make estimates and assumptions that affect the ~~company's~~reported ~~stock~~amounts ~~price~~of asassets, anliabilities, ~~increase~~revenues inand ~~supply~~expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of ~~shares~~which form the basis for ~~sale,~~making ~~with~~judgments noabout ~~corresponding~~the ~~increase~~carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our critical accounting policies are described in ~~demand~~Note ~~will~~1 ~~cause~~to ~~prices~~our financial statements appearing elsewhere in this report, we believe the following policies are important to ~~fall.~~understanding and evaluating our reported financial results:

~~All~~Research ~~of the outstanding shares of common stock held by the present officers, directors,~~ and ~~affiliate~~Development stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act of 1933 and as required under applicable state securities laws. Rule 144 provides in essence that a person who is an affiliate or officer or director who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a Company's issued and outstanding common stock. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months if the Company is a current reporting company under the Securities Exchange Act of 1934. A sale under Rule 144 or under any other exemption from the Securities Act of 1933, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop. Costs

InCosts ~~addition,~~incurred asin aconnection ~~prior~~with ~~shell company pursuant to Section 12(b)-2 of~~ the ~~Act,~~development ~~our "restricted securities", whether held by affiliates or non-affiliates, may not be re-sold for a period~~ of 12new ~~months following the~~products ~~filing~~and ofmanufacturing ~~this~~methods ~~Form~~are 10expensed ~~level~~as ~~disclosure or registration pursuant to the Securities Act of 1933~~incurred.

~~Future~~Revenue issuances of shares for various considerations including working capital and operating expenses will increase the number of shares outstanding which will dilute existing investors and may have a depressive effect on the company's stock price.Recognition

~~There~~The ~~may~~Company berecognizes ~~substantial~~revenue ~~dilution~~when toproducts ~~our~~are ~~shareholders~~fully ~~purchasing~~delivered inor ~~future~~services ~~offerings~~have asbeen aprovided, ~~result~~the ofamount ~~future~~is ~~decisions~~fixed ofor ~~the~~determinable, ~~Board~~persuasive toevidence ~~issue~~of ~~shares~~an ~~without~~agreement ~~shareholder approval for cash~~exists, ~~services,~~and ~~payment~~collection ofis ~~debt~~reasonably ~~or acquisitions~~assured.

3036 Table of Contents

~~Table of Contents~~Depreciation

~~There~~Depreciation ~~may~~is incomputed ~~all~~using ~~likelihood~~the bestraight-line ~~little~~method ~~demand~~over ~~for~~the ~~shares~~assets’ ofexpected ~~our~~useful ~~common stock and as a result investors may be unable to sell at or near ask prices or at all if they need to liquidate their investment~~lives.

There may be little demand for shares of our common stock on the OTC Bulletin Board, or OTC Markets.com, meaning that the number of persons interested in purchasing our common shares at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that it is a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if the Company came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our Securities until such time as it became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in the Company's securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on the securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities of the Company.Amortization

~~Failure~~Deferred tocharges ~~achieve~~are ~~and~~amortized ~~maintain~~using ~~effective internal controls in accordance with Section 404 of~~ the ~~Sarbanes~~straight-~~Oxley~~line ~~Act~~method ~~could~~over ~~have~~twenty ayears ~~material~~for ~~adverse effect~~intangible onassets ~~our~~held ~~business~~by ~~and~~the ~~operating results~~Company.

ItRelated may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures.Parties

IfThe weCompany ~~fail~~accounts tofor ~~comply~~all intransactions aand ~~timely~~balances ~~manner~~ with ~~the~~related ~~requirements~~parties ~~of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses~~ in ~~our~~accordance ~~internal~~with ~~controls~~ASC ~~that we may identify~~850, ~~such~~“Related ~~failure~~Party could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stockDisclosures”.

~~Pursuant~~Reports to ~~Section 404~~Security of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and, furnish an annual report by our management on our internal control over financial reporting. We continue to document and test our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.Holders

31We 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”). 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).

~~Table~~ITEM of7.A. ~~Contents~~- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

InWe ~~addition,~~do innot ~~connection~~hold ~~with~~any ~~our~~derivative ~~on-going~~instruments ~~assessment~~and ofdo the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not beengage ~~prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results~~ in ~~more~~any ~~than a~~hedging ~~remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected~~activities.

InITEM ~~the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify~~8. ~~However,~~- ~~the~~FINANCIAL ~~process~~STATEMENTS ofAND ~~designing~~SUPPLEMENTARY and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.DATA

~~Currently~~The ~~our~~financial ~~CEO~~statements ~~and~~required ~~Principal~~by ~~Financial~~this ~~and Accounting Officer~~Item, ~~concluded that our disclosure controls and procedures were ineffective as of~~ the ~~end~~accompanying ofnotes ~~September~~thereto ~~30, 2014, due to the Company’s limited resources~~ and ~~limited number of employees. To mitigate~~ the ~~current~~reports ~~limited resources and limited employees, we rely heavily on direct management oversight~~ of ~~transactions,~~independent ~~along~~accountants ~~with~~are ~~the use of legal and outsourced accounting professionals. As we grow~~included, weas ~~expect~~part ~~to increase, our number~~ of ~~employees,~~this ~~which,~~Form we10-K ~~believe,~~immediately ~~will~~following ~~enable us to implement adequate segregation of duties within~~ the ~~internal~~signature ~~control framework~~page.

~~Any~~ITEM failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements9. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-~~Oxley~~ ~~Act.~~CHANGES ~~Inadequate~~IN ~~internal~~AND ~~controls~~DISAGREEMENTS ~~could~~WITH ~~also~~ACCOUNTANTS ~~cause~~ON ~~investors~~ACCOUNTING toAND ~~lose~~FINANCIAL ~~confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.~~DISCLOSURE

~~Public~~Effective ~~disclosure~~August ~~requirements~~3, ~~and~~2015, ~~compliance~~the ~~with~~Registrant ~~changing~~dismissed ~~regulation~~PLS ofCPA, ~~corporate~~A ~~governance~~Professional ~~pose~~Corporation ~~challenges~~("PLS"), which did audit Registrant's year-end financial statements for ~~our~~the ~~management~~year ~~team~~ended September 30, 2014, and ~~result~~performed procedures related to the financial statements included in ~~additional~~the ~~expenses~~Registrant's ~~and~~quarterly ~~costs~~reports ~~which~~on ~~may~~Form ~~reduce~~10-Q. The change in the ~~focus~~Registrant's ofauditors ~~management~~was recommended and approved by the ~~profitability~~Board of ~~our~~Directors ~~company~~of the Registrant.

~~Changing~~37 ~~laws,~~Table regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of ~~management time and attention from revenue generating activities to compliance activities.~~Contents

32On July 10, 2015, the Registrant engaged MaloneBaileyLLP, as its independent registered audit firm to audit the Registrant's financial statements for the fiscal year ended August 31, 2015 and to perform procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q, beginning with the quarter ending June 30, 2015.

~~Table~~ITEM of9A. ~~Contents~~- CONTROLS AND PROCEDURES

~~SHOULD~~(a) ~~ONE~~Evaluation ORof ~~MORE~~Disclosure OFControls ~~THE~~and ~~FOREGOING~~Procedures. RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED

~~CAUTIONARY~~Regulations ~~NOTE~~under ~~REGARDING~~the ~~FORWARD-LOOKING~~Securities ~~STATEMENTS~~Exchange Act of 1934 (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~This~~We ~~report~~carried ~~includes~~out ~~“forward-looking”~~an ~~statements regarding our business development plans~~evaluation, ~~clinical trials, regulatory reviews, timing, strategies, expectations, anticipated expenses levels, projected profits, business prospects and positioning~~ with respect to market, demographic and pricing trends, business outlook, technology spending and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations) and express our current intentions, beliefs, expectations, strategies or predictions, as well as historical information. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from anticipated results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, statements that are not statements of current or historical fact may be deemed to be forward-looking statements. Without limiting the ~~foregoing,~~participation the words “plan,” “intend,” “may,” “will,” “expect,” “believe,” “could,” “anticipate,” “estimate,” or “continue” or similar expressions or other variations or comparable terminology are intended to identify such forward-looking statements. Although we believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or nonoccurrence of future events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Our future operating results are dependent upon many factors, and our ~~further development is highly dependent on market acceptance~~management, ~~which is outside its control. Forward-looking statements may not be realized due to a variety of factors,~~ including, ~~without limitation, (i)~~ our ~~ability~~Chief toExecutive ~~manage~~Officer ~~the business despite continuing operating losses and cash outflows;~~ (ii“CEO”) ~~our ability to obtain sufficient capital or a strategic business arrangement to fund its operations and expansion plans~~, ~~including meeting its financial obligations under various licensing and other strategic arrangements and the successful commercialization~~ of the ~~relevant~~effectiveness ~~technology; (iii)~~ our ~~ability~~disclosure tocontrols ~~build the management~~ and ~~human~~procedures ~~resources and infrastructure necessary to support the growth of the business;~~ (~~iv)~~as ~~competitive~~defined ~~factors~~under ~~and~~Rule ~~developments beyond our control;~~ 13a-15(ve) ~~scientific~~under ~~and medical developments beyond our control; (vi) limitations caused by government regulation of~~ the ~~business;~~Exchange ~~(vii~~Act) ~~whether~~as ~~any~~ of ~~our~~August ~~current~~31, or2016. ~~future~~Based ~~patent~~upon ~~applications~~that ~~result~~evaluation, ~~in issued patents and~~ our ~~ability~~CEO toconcluded ~~obtain~~that ~~and maintain other rights to technology required or desirable for the conduct of~~ our ~~business;~~disclosure ~~(viii)~~controls ~~whether any potential strategic benefits of various licensing transactions will be realized~~ and ~~whether~~procedures any potential benefits from the acquisition of these new licensed technologies will be realized; (ix) our ability to maintain our eligibility for quotation on the Over-The-Counter Bulletin Board; and (x) the other factors discussed in “Risk Factors”. All forward-looking statements attributable to us are ~~expressly~~not ~~qualified~~effective at ~~in their entirety by these and other factors. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after~~ the ~~date~~reasonable ~~initially~~assurance ~~filed~~level ordue ~~published,~~ to ~~reflect~~ the ~~occurrence~~material ofweaknesses ~~unanticipated~~described ~~events or otherwise, except to the extent required by federal securities laws~~below.

~~ITEM~~Management's ~~1B.~~Report -on ~~UNRESOLVED~~Internal ~~STAFF~~Control ~~COMMENTS~~Over Financial Reporting

~~Not~~Our ~~applicable~~principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) as of August 31, 2016. Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer have chosen the COSO framework on which to base their assessment.

33It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

~~Table~~In light of ~~Contents~~the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

~~ITEM~~38 2.Table -of ~~PROPERTY~~Contents

~~The~~A ~~corporate~~material ~~office~~weakness ~~for~~is a control deficiency (within the meaning of the Public Company isAccounting atOversight ~~10411~~Board ~~Motor~~(PCAOB) ~~City~~Auditing DrStandard No. ~~Suite~~2) ~~750,~~or ~~Bethesda,~~combination MDof ~~20817. We~~control ~~have~~deficiencies ~~leased~~that ~~this~~result ~~office~~in ~~for~~more than a ~~period~~remote ~~of Five~~likelihood ~~years~~that ~~and~~a material misstatement of the ~~lease~~annual ~~payments~~or ~~are~~interim ~~$200~~financial ~~per~~statements ~~month.~~will ~~The~~not ~~Company~~be prevented or detected. Management has ~~entered~~identified ~~into~~the afollowing ~~memorandum~~three ofmaterial ~~understanding~~weaknesses towhich have ~~lab~~caused ~~space~~management atto ~~Howard~~conclude ~~University~~that, atas noof ~~charge~~August ~~for~~31, a2016, ~~period~~our ofdisclosure ~~three~~controls ~~years.~~and procedures were not effective at the reasonable assurance level:

~~ITEM~~1. 3We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley ~~LEGAL~~Act ~~PROCEEDINGS~~which is applicable to us as of and for the year ending August 31, 2016. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. 2. Our board of directors has no audit committee, independent director or member with financial expertise which causes ineffective oversight of our external financial reporting and internal control over financial reporting. 3. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

WeTo ~~are~~address ~~currently~~these ~~not involved in any litigation that we believe could have a~~ material ~~adverse effect on our financial condition or results of operations. There is no action~~weaknesses, ~~suit,~~management ~~proceeding,~~performed ~~inquiry~~additional oranalyses ~~investigation~~and ~~before~~other orprocedures ~~by any court, public board, government agency, self-regulatory organization or body pending or,~~ to ~~the~~ensure ~~knowledge~~that of the ~~executive~~financial ~~officers~~statements ofincluded ~~our~~herein ~~Company~~fairly present, ~~threatened~~in ~~against~~all ormaterial ~~affecting our Company~~respects, our ~~common~~financial ~~stock~~position, orresults of ~~our~~operations ~~companies~~and ~~officers~~cash orflows ~~directors~~for inthe ~~their~~periods ~~capacities as such, in which an adverse decision could have a material adverse effect~~presented.

~~ITEM~~Remediation 4.of -Material ~~MINE SAFETY DISCLOSURES~~Weaknesses

~~Not~~We ~~applicable~~intend to remediate the material weaknesses in our disclosure controls and procedures identified above by adding an independent director or member with financial expertise or hiring a full-time CFO with SEC reporting experience in the future when working capital permits and by working with our independent registered public accounting firm to refine our internal procedures.

34This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to an exemption of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. Accordingly, our management's assessment of the effectiveness of our internal control over financial reporting as of August 31, 2016 has not been audited by our auditors or any other independent registered accounting firm.

~~Table~~(b) ofChanges ~~Contents~~in Internal Control over Financial Reporting

~~PART~~There IIwere no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 59B. - ~~MARKET~~OTHER ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~INFORMATION

~~Market~~None ~~Information~~noted.

~~Our~~39 ~~common~~Table ~~stock~~of commenced quotation on OTC Markets, Inc. under the OTCQB designation (under the trading symbol “IMMD. There was no active trading market for our common stock until September 14, 2015. The closing price on September 14, 2015 was $0.18.Contents

~~Holders~~PART III

AsITEM of10. ~~August~~- 31DIRECTORS, ~~2015,~~EXECUTIVE ~~there~~OFFICERS ~~were~~AND ~~approximately~~CORPORATE ~~11 shareholders of record of our common stock, which does not include shareholders whose shares are held in street or nominee names.~~GOVERNANCE

~~Dividends~~The following table sets forth the name, age, and position of each executive officer and director the Company as at August 31, 2016.

We have never declared any cash dividends with respect to our common shares. Future payment of dividends is within the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. Although there are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common shares, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common shares.

Name	Age	Position
Mou Zhi Cong	33	Director, President and Chief Executive Officer
Elton Norman	53	Director, Chief Financial Officer
Anton Dormer	52	Director, Chairman of the Board, Chief Scientific Officer
Mahesh Narayanan	27	Director, Chief Operating Officer
Dr. Daniel Achinko	34	Vice President of Bioformatics

~~Recent~~Our ~~Issuances~~Bylaws provide that we shall have that number of ~~Unregistered~~directors ~~Securities~~determined by the majority vote of the board of directors. Currently we have four directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:

~~The~~Executive ~~Company~~Officers ~~has issued PepVax, Inc. 42,943,521 shares of common stock pursuant to the terms~~ and ~~conditions of the Asset Purchase Agreement, dated June 4, 2015.~~Directors

OnMou ~~June~~Zhi ~~22,~~Cong ~~2015~~– President (Chief Executive Officer). Since March 2012, Mr. Mou has been the ~~Company~~Accounts ~~issued~~Director ~~600~~for Nanning Business Consulting Co.,~~000~~ ~~shares~~GuanXi, China company engage in the business of ~~Company~~account ~~common~~auditing. ~~stock~~From June 2009 through February 2012, Mr. Mou worked as the Accounts Manager for ~~gross~~Nanning ~~proceeds~~Business ofConsulting ~~$75~~Co. Prior to that,~~000~~ from February 2004 through February 2007, Mr. Mou was an in-house company accountant for Yongjian Engineering Co., Ltd., a GuanXi, China company engaged in the business of civil construction.

~~The~~Elton ~~issuance~~Norman, ofJD ~~such~~CPA ~~shares~~Chief ofFinancial ~~our~~Officer. ~~common~~Mr. ~~stock~~Norman ~~was~~is ~~effected in reliance on~~ the ~~exemptions~~founder ~~for~~and ~~sales of securities not involving a public offering, as set forth in Rule 506 promulgated under~~ the ~~Securities~~Managing ~~Act~~Member of ~~1933,~~The asNorman ~~mended~~Law ~~(the~~Firm ~~“Securities~~PLLC. ~~Act”)~~Mr. ~~and~~Norman ~~in Section 4(2) of the Securities Act~~graduated, ~~based~~cum ~~on the following: the investors confirmed to us that they were “accredited investors~~laude,” asfrom ~~defined~~Howard inUniversity ~~Rule~~School ~~501~~ of ~~Regulation~~Law ~~D promulgated under the Securities Act and had such background, education and experience~~ in ~~financial~~1994. ~~and~~Mr. ~~business~~Norman ~~matters~~is asadmitted to ~~be able to evaluate~~ the ~~merits~~bars ~~and risks~~ of anMaryland, ~~investment in~~ the ~~securities;~~District (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~~Columbia, ~~and~~New ~~agreed~~York ~~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 ActGeorgia.

~~Issuer~~Anton ~~Repurchases~~Dormer, MD MS- Chief Scientific Officer. From 2013 to the present, Dr. Dormer has served as the Chairman and Chief Scientific Officer of ~~Equity~~PepVax, ~~Securities~~Inc., a Bethesda biotechnology company. Dr. Anton Dormer is presently an associate professor at Washington Adventist University located in Takoma Park, MD. He received a medical doctorate from UTESA and a Masters in Biotechnology and Biomedical Sciences from University of Massachusetts – Boston. Dr. Dormer's research focus is the development of peptide immunotherapies for the prevention and treatment of major human pathologies.

~~None~~40 Table of Contents

~~ITEM~~Mahesh 6.Narayanan – ~~SELECTED~~Mr. ~~FINANCIAL~~Narayanan ~~DATA~~was CEO of PepVax, Inc., a Bethesda biotechnology company, from February 2013 through current. Mr. Narayanan was an Independent Consultant for Life Science companies from September 2012 through February 2013. Mr. Narayanan was a Researcher at GlaxoSmithKline, a Pennsylvania pharmaceutical company, from January 2012 through September 2012. Mr. Narayanan was a Managing Consultant at Penn Biotech Group via Wharton School of Business from September 2010 through September 2012.

AsDr. Daniel Achinko - Vice President of Bioformatics. Dr. Achinko is currently on a ~~“smaller~~volunteer ~~reporting~~and ~~company”,~~terminal wepostdoctoral ~~are~~Intramural ~~not~~Research ~~required~~training toaward ~~provide~~(IRTA) program at NIH which involves developing bioinformatics skills in the ~~information~~analysis ~~required~~of bynext ~~this~~generation ~~Item~~sequencing (NGS) data. ~~Refer~~Dr. toAchinko has been training under the ~~financial~~postdoctoral ~~statements~~Intramural ~~included~~Research ~~within~~Training ~~this~~Award ~~report~~(IRTA) fellowship program and Oak Ridge Institute for Science and Education (ORISE) fellowship program at NCBI-NIH since May, 2014. Dr. Achinko has his Ph.D: in Molecular Biology and Biochemistr from Egerton University, Njoro, Kenya, his Masters of Science in Molecular Parasitology, University of Yaounde I, Cameroon, his Pre Masters (Maitrise In Parasitology) from the University of Yaounde I, Cameron, and his Bachelor of Science (B.Sc): Animal Biology and Physiology from University of Yaounde I, Cameroon.

35Clinical and Scientific Advisory Board

~~Table~~Immage Biotherapeutics has assembled an expert clinical and scientific advisory board composed of ~~Contents~~leading idea people bioinformatics regulatory affairs, and drug development.

~~ITEM 7~~Dr. -William ~~MANAGEMENT’S~~M. ~~DISCUSSION~~Brown, ~~AND~~Ph.D., ~~ANALYSIS~~M.B.A., ~~OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~J.D.

~~The~~Dr. ~~following~~Brown ~~discussion~~currently ~~and~~serves ~~analysis~~as ~~should~~an beadvisor/consultant, ~~read~~Intellectual inProperty ~~conjunction~~for ~~with~~NB ~~our~~Capital ~~financial~~/ ~~statements~~Nordic ~~and~~Biotech ~~related~~(Copenhagen, ~~notes~~Denmark), ~~thereto~~Resverlogix ~~included elsewhere in this registration statement~~Corp. ~~Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk~~ and ~~uncertainties,~~Zenith ~~such~~Epigenetics ~~as statements of our plans~~(Calgary, ~~objectives,~~Canada) ~~expectations~~ and ~~intentions.~~Premier ~~The~~Biomedical ~~cautionary~~/ ~~statements~~Marv ~~made in this registration statement should be read as applying to all related forward-looking statements wherever they appear in this registration statement. From time to time~~Enterprises, weLLC ~~may~~(El ~~publish forward-looking statements relative to such matters as anticipated financial performance~~Paso, ~~business~~Texas). ~~prospects,~~Dr. ~~technological~~Brown ~~developments~~received ~~and~~his ~~similar matters~~B.Sc. ~~The~~(summa ~~Private~~cum ~~Securities~~laude; ~~Litigation~~biochemistry/chemistry) ~~Reform~~at ~~Act~~University of ~~1995~~Southampton, his ~~provides a safe harbor for forward-looking statements~~Ph.D. ~~All~~(biochemistry/molecular ~~statements~~biology) ~~other~~at ~~than~~University ~~statements~~ of ~~historical fact included in this section or elsewhere in this report are~~Southampton, orhis ~~may~~M.B.A. be(management ~~deemed~~major) toat ~~be,~~Fairleigh ~~forward-looking~~Dickinson ~~statements~~University ~~within~~and ~~the~~his ~~meaning~~J.D. of(magna ~~Section 27A~~cum oflaude) ~~the~~at ~~Securities~~New ~~Act~~York ofLaw ~~1933~~School ~~and Section 21E of the Securities Exchange Act of 1934~~.

~~The~~Dr ~~following~~Georgia ~~discussion and analysis of our plan of operations should be read in conjunction with our financial statements and related notes appearing in our filings with the Securities and Exchange Commission~~M. This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under the heading of “Risk Factors” and elsewhere in this prospectus.Dunston:

~~The~~Since ~~following~~2010, ~~discussion~~Dr. ~~and~~Dunston ~~analysis~~has ~~should~~been beGraduate ~~read~~Adjunct inProfessor ~~conjunction~~of ~~with~~Microbiology, ~~our financial~~Department ~~statements~~of Physics and Astronomy, Howard University as well as former chair of the ~~related~~Department ~~notes~~of ~~thereto~~Microbiology ~~and~~in ~~other~~the ~~financial~~College ~~information~~of ~~contained~~Medicine ~~elsewhere~~at Howard University. Dr. Dunston received her Bachelor of Science in ~~this~~Biology ~~Form~~at ~~10-K~~Norfolk State University, her Masters of Science in Biology at Tusjegee University, her Ph.D in Human Genetics at University of Michigan, and her Postdoctoral degree in Tumor Immunology from the National Cancer Institute.

~~The~~Dr ~~Company's~~Tamaro ~~MD&A~~Syton isHudson ~~comprised of significant accounting estimates made in the normal course of its operations~~MPH, ~~overview~~PhD: ofIn ~~the~~Vitro ~~Company's business conditions, results of operations, liquidity~~ and ~~capital~~In ~~resources~~Vivo ~~and~~cancer ~~contractual obligations. The Company did not have any off balance sheet arrangements as of August 31, 2015 or 2014.~~ research

~~The~~Since ~~discussion~~2012, ~~and~~Dr. ~~analysis~~Hudson ofhas ~~the~~been ~~Company’s~~a ~~financial~~Research ~~condition~~Health ~~and~~Specialist ~~results~~at ofthe ~~operations~~Veterans isAdministration ~~based~~Medical ~~upon~~Center. ~~its~~Since ~~financial statements~~2007, ~~which~~Dr. ~~have~~Hudson as been ~~prepared~~a inResearch ~~accordance~~Assistant ~~with~~Professor/Clinical ~~generally~~Translational ~~accepted~~Investigator ~~accounting~~at ~~principles~~the Department ~~generally~~of ~~accepted~~Pharmacology inHoward ~~the~~University ~~United~~Cancer ~~States~~Center. ~~(or~~Since ~~"GAAP")~~2009, Dr. ~~The~~Hudson ~~preparation~~has been an Adjunct Assistant Professor at Department of ~~those~~Oncology, ~~financial~~Johns ~~statements~~Hopkins ~~requires~~Medicine. usDr. toHudson ~~make~~received ~~estimates~~his ~~and~~Bachelor ~~judgments~~of ~~that~~Science ~~affect~~at ~~the~~Iowa ~~reported~~State ~~amount~~University College, his Masters of ~~assets~~Science ~~and~~at ~~liabilities~~The Ohio State University College of Preventive Medicine, his Doctor of Philosophy at ~~the~~The ~~date~~Ohio State University School of ~~its~~Public ~~financial~~Health, ~~statements.~~and ~~Actual~~his ~~results~~Masters ~~may~~of ~~differ~~Public ~~from~~health ~~these~~at ~~estimates~~George ~~under~~Washington ~~different~~University ~~assumptions~~School orof ~~conditions~~Public Health.

~~Our~~41 ~~Ability~~Table Toof ~~Continue as a Going Concern~~Contents

Our independent registered public accounting firm has issued its report dated November 3, 2015 in connection with the audit of our financial statements as of August 31, 2015 that included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concernDr. ~~Our financial~~ ~~statements~~Stephan as of August 31, 2015 have been prepared under the assumption that we will continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.Popierlarski

~~Overview~~Dr. Popierlarski, since 2013, has been the founder and Chief Executive Officer of SPHM Enterprises, LLC, in Devon, Pennsylvania. SPHM Enterprises, LLC provides business strategy and commercialization support to high-growth-potential businesses. From 2012 through 2014, Dr. Popierlarski was the associate Director of Marker and Global Strategic Marketing for LifeScan, Inc, a J&J company. Dr. Popierlarski received his Ph.D., Chemical Engineering at California Institute of Technology, Pasadena.

WeFamily 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 we entered into a merger with our wholly-owned subsidiary, Immage Biotherapeutics Corp. The effect of such merger is that we became the surviving entity and changed our name to “Immage Biotherapeutics Corp.” Subsequent to the merger, we commenced to implement our business plan beyond nominal operations and acquired began to assets related to the business plan. Relationships

36There are no family relationships among our executive officers and directors.

~~Table~~Audit ofCommittee ~~Contents~~Financial Expert

~~Immage~~The ~~Biotherapeutics~~Company isdoes not have an audit committee or a ~~biotechnology~~compensation ~~company~~committee ~~developing~~of ~~cancer~~its ~~immunotherapy~~board ~~through~~of ~~the~~directors. ~~rapid~~In ~~and~~addition, ~~efficient~~the ~~development~~Company’s board of ~~cutting~~directors ~~edge~~has ~~immunotherapy~~determined ~~candidates~~that ~~using~~the ~~bioinformatics~~Company ~~and~~does ~~outsourced~~not ~~laboratory~~have ~~resources~~an audit committee financial expert serving on the board. OnWhen ~~September~~the 8,Company ~~2015~~develops its operations, weit ~~amended~~will ~~our~~create ~~bylaws~~an toaudit ~~set~~and ~~the~~a ~~fiscal~~compensation ~~year~~committee ~~end~~and atwill ~~August~~seek 31an audit committee financial expert for its board and audit committee.

~~RESULTS~~CONFLICTS OF ~~OPERATIONS~~INTEREST

WeThere are ano ~~development~~conflicts stage company and material revenues are not expected to until 2016, if ever. We have generated substantial net losses and negative cash flow from operations since inception and anticipate incurring significant net losses and negative cash flows from operations for the foreseeable future as we continue clinical trials, undertake new clinical trials, apply for regulatory approvals, make capital expenditures, add information systems and personnel, continue development of ~~additional~~interest ~~product~~with ~~candidates~~any ~~using our technology~~officers, ~~establish~~directors ~~sales~~or ~~and~~executive ~~marketing capabilities and incur the additional cost of operating as a public company~~staff.

~~Following~~Certain ~~the~~Relationships ~~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~~Related ~~development~~Transactions ~~of cutting edge immunotherapy candidates using bioinformatics~~ and ~~outsourced~~Director 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.Independence

~~Comparison~~During ofthe ~~Years~~year ~~Ended~~ended August 31, 2016 and the period ended August 31, 2015, the Company received an advance of $6,358 and ~~September~~$41,059, 30respectively from the Company’s CEO by the way of loan for payment of Company’s operating expenses and repaid $6,358 ~~2014~~and $0, to the CEO, respectively. As at August 31, 2016 and August 31, 2015, the Company was obligated to the CEO, for an unsecured, non-interest bearing demand loan with a balance of $41,059 and $41,059, respectively.

WeDuring ~~had~~the noyear ~~revenues~~ended ~~for~~August ~~the~~31, ~~eleven~~2016 ~~months~~and the period ended August 31, 2015, orthe Company received an advance of $4,858 and $6,850 from a significant shareholder by the ~~year~~way ~~ended~~of ~~September 30~~loan for payment of Company’s operating expenses. As at August 31, ~~2014~~2016 and August 31, 2015, the Company was obligated to the said shareholder, for an unsecured, non-interest bearing demand loan with a balance of $11,708 and $6,850, respectively.

~~Our~~During ~~assets for~~ the ~~eleven~~year ~~months~~ ended August 31, ~~2015~~2016 ~~equaled~~the ~~$80,166~~Company ~~consisting~~borrowed ~~primarily~~and ofrepaid ~~equipment~~$100 ~~purchased pursuant~~ to ~~our~~the ~~business~~Company ~~plan. Our~~CFO ~~assets~~ for ~~the~~purpose ~~year ended September 30, 2014 consisted only~~ of ~~cash~~opening ~~or cash equivalents of $2,342. The increase is directly related to our business plan to develop as~~ a ~~biotechnology~~Company ~~company~~bank ~~and having more than nominal operations and acquiring equipment~~account.

~~Operating~~On ~~expenses~~September ~~for~~21, ~~the~~2015, ~~eleven~~a ~~months~~significant ~~ended~~shareholder ~~August~~loaned ~~31,~~the ~~2015 equaled~~Company $53375,~~869,~~000 anby ~~increase~~way inof ~~operating~~a ~~expenses~~promissory ofnote. ~~$35,569~~The inpromissory ~~the~~note ~~same~~matures ~~period~~on inDecember ~~2014~~31, ~~(unaudited)~~2017, and ~~$18,555~~bears ~~for~~interest ~~the~~at ~~year~~a ~~ended~~rate ~~September~~of ~~30,~~2% ~~2014.~~per ~~The~~annum ~~increase~~compounding ~~was~~quarterly. ~~due~~No topayments anare ~~increase~~required inuntil ~~professional~~December ~~fees~~31, ~~and~~2017. ~~general~~During ~~and~~the ~~administrative~~period ~~expenses~~ended ~~related~~August to31, ~~implementing~~2016, ~~the~~this ~~business~~note ~~plan~~was revoked.

WeOn ~~realized~~June a2, ~~loss~~2016, ~~before~~the ~~income~~Company ~~tax~~entered ~~provision~~into ofa ~~$53~~License Agreement with PepVax,~~869~~ ~~for~~Inc., that granted the ~~eleven~~Company ~~months~~a ~~ended~~provisional ~~August~~patent 31in exchange for 5,000,000 ~~2015~~shares ~~compared~~of tothe aCompany’s ~~new~~common ~~loss~~stock. ofThe $agreement ~~18,300~~was inconsidered ~~the~~executed ~~same~~upon ~~period~~the inissuances ~~2014~~of ~~(unaudited)~~shares ~~and~~on ~~$18~~October 10,~~555~~ ~~for~~2016 ~~the~~as ~~year~~payment ~~ended~~on ~~September~~the ~~30,~~provisional ~~2014~~patent. The ~~increase~~provisional patent was ~~due~~filed toon ~~implementing~~behalf ~~our~~of ~~business~~PepVax ~~plan~~by an officer and significant shareholder PepVax, Inc. who is also an officer of the Company.

~~Liquidity~~Involvement ~~and~~in ~~Capital~~Certain ~~Resources~~Legal Proceedings

~~For~~None of the ~~eleven~~following ~~months~~events ~~ended~~have ~~August~~occurred ~~31,~~during ~~2015,~~the wepast ~~financed~~ten ~~our~~years ~~operational~~and ~~cash~~are ~~needs~~material ~~with~~to ~~cash~~an ~~generated~~evaluation ~~from~~of ~~financing~~the ~~activities.~~ability or integrity of any director or officer of the Company:

~~Operating~~1. ~~Activities~~A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

~~Net~~a. ~~cash~~Acting ~~used~~as ina ~~operating~~futures ~~activities~~commission ~~was~~merchant, ~~$52~~introducing broker,~~357~~ ~~the~~commodity ~~eleven~~trading ~~months~~advisor, ~~ended~~commodity ~~August~~pool 31operator, ~~2015 compared~~floor ~~to $17~~broker,~~614~~ inleverage transaction merchant, any other person regulated by the ~~same~~Commodity ~~period~~Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in ~~2014~~securities, ~~(unaudited)~~or ~~and~~as ~~$17~~an affiliated person,~~614~~ ~~for~~director ~~the~~or ~~year~~employee ~~ended~~of ~~September~~any 30investment company, ~~2014.~~bank, ~~The~~savings ~~increase~~and ~~was~~loan ~~due~~association toor ~~implementing~~insurance ~~our~~company, ~~business~~or ~~plan.~~engaging in or continuing any conduct or practice in connection with such activity;

3742 Table of Contents

~~Table~~b. Engaging in any type of ~~Contents~~business practice; or c. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

~~Cash~~4. ~~flows provided~~Such ~~by financing~~person ~~activities~~was ~~increased~~the tosubject ~~$123~~of any order,~~748~~ ~~compared~~judgment toor ~~$12~~decree,~~741~~ innot subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the ~~same~~right ~~period~~of such person to engage in ~~2014~~any activity described in paragraph (~~unaudited~~f)(3)(i) ~~and~~of ~~$12~~this section,~~741~~ ~~for~~or to be associated with persons engaged in any such activity; 5. Such person was found by a court of competent jurisdiction in a civil action or by the ~~year~~Commission ~~ended~~to ~~September~~have 30violated any Federal or State securities law, ~~2014~~and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. ~~This~~Such ~~increase~~person was found by a ~~consequence~~court of ~~receiving loans~~competent ~~from~~jurisdiction ~~related~~in ~~parties~~a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and ~~proceeds~~the ~~from~~judgment in such civil action or finding by the ~~sale~~Commodity ofFutures ~~stock~~Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Ona. ~~June~~Any 8,Federal ~~2015,~~or weState ~~entered~~securities ~~into~~or acommodities ~~subscription~~law ~~agreement~~or ~~with~~regulation; ~~our~~or ~~major shareholder~~b. ~~Pursuant~~Any tolaw ~~the~~or ~~agreement,~~regulation ~~this~~respecting ~~shareholder~~financial ~~will~~institutions ~~purchase~~or 3insurance companies including,~~600,000~~ ~~common~~but ~~shares~~not ~~for~~limited ~~$0.125~~to, ~~per~~a ~~share.~~temporary Onor ~~June~~permanent 22injunction, ~~2015,~~order ~~$75~~of disgorgement or restitution,~~000~~ ~~was~~civil ~~received~~money bypenalty usor temporary or permanent cease-and-desist ~~600~~order,~~000~~ ~~common~~or ~~shares~~removal ~~were~~or ~~issued~~prohibition toorder; ~~this~~or ~~shareholder~~c. ~~The~~Any ~~remaining~~law ~~3,000,000~~or ~~common~~regulation ~~shares~~prohibiting ~~were~~mail ~~recorded~~or aswire ~~common~~fraud ~~stock~~or ~~subscribed.~~fraud in connection with any business entity; or

~~Off~~8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-~~balance~~regulatory ~~sheet~~organization ~~arrangements~~(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

WeShareholder ~~have~~Recommendations nofor ~~off-balance~~Board ~~sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.~~Nominees

~~SIGNIFICANT~~There ~~ACCOUNTING~~have ~~POLICIES~~been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

~~Our~~Indemnification ~~discussion and analysis~~ of ~~our~~Directors ~~financial condition~~ and ~~results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States~~Officers. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. While our critical accounting policies are described in Note 1 to our financial statements appearing elsewhere in this report, we believe the following policies are important to understanding and evaluating our reported financial results:

~~Revenue~~Neither ~~Recognition~~our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.

At43 ~~the~~Table ~~time~~ of each transaction, we assess whether the fee associated with the transaction is fixed or determinable and whether or not collection is reasonably assured. The assessment of whether the fee is fixed or determinable is based upon the payment terms of the transaction. If a significant portion of a fee is due after our normal payment terms or upon implementation or client acceptance, the fee is accounted for as not being fixed or determinable and revenue is recognized as the fees become due or after implementation or client acceptance has occurred. Collectability is assessed based on a number of factors, including past transaction history with the client and the creditworthiness of the client.Contents

~~Revenues~~NRS ~~for~~78.502(1) ~~test~~provides ~~kits~~that ~~and~~a ~~equipment~~corporation ~~sold~~may ~~are~~indemnify ~~not~~any ~~recorded~~person ~~until~~who ~~test~~was ~~kits~~or ~~are~~is ~~delivered.~~a ~~The~~party ~~Company~~or ~~has~~is ~~revenue~~threatened ~~sharing~~to ~~arrangements~~be ~~for~~made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the ~~sale~~right of ~~goods~~the ~~whereby~~corporation, by reason of the ~~Company~~fact that he is ~~the~~or ~~primary~~was ~~obligor~~a director, ~~sets~~officer, ~~pricing~~employee ~~with~~or agent of the ~~customers~~corporation, ~~and~~or ~~bears~~is ~~all~~or ~~associated~~was ~~credit~~serving ~~risks~~at ~~with~~the request of the ~~customers.~~corporation ~~Sales~~as ~~under~~a ~~revenue~~director, ~~share~~officer, ~~arrangements~~employee ~~are~~or ~~recorded~~agent asof ~~gross~~another ~~sales~~corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and ~~any~~amounts ~~portion~~paid ~~shared~~in settlement actually and reasonably incurred by him in connection with ~~third~~the ~~parties~~action, ~~under~~suit ~~such~~or ~~arrangements~~proceeding ~~are~~if ~~recorded~~he: as(a) ~~cost~~is ofnot ~~sales~~liable pursuant to NRS 78.138; ~~Revenues~~or ~~from~~(b) ~~trainings~~acted ~~are~~in good faith and in a manner which he reasonably believed to be in or not ~~recorded~~opposed ~~until~~to the ~~completion~~best interests of the ~~training.~~corporation, ~~Any~~and, ~~cash~~with ~~received~~respect asto aany ~~deposit~~criminal ~~for~~action ~~trainings~~or ~~are~~proceeding, ~~recorded~~had byno ~~the~~reasonable ~~company~~cause asto abelieve ~~liability~~his conduct was unlawful.

~~Patient~~NRS ~~treatments~~Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and ~~service~~attorneys' ~~revenue~~fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is ~~recognized~~not ~~when~~liable ~~those~~pursuant ~~services~~to ~~have~~NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been ~~completed~~adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or ~~satisfied~~for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747, provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. ~~Stock-based~~The ~~compensation~~court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

~~(Included~~No inpending ~~Accounting~~material ~~Standards~~litigation ~~Codification~~or ~~(“ASC”)~~proceeding ~~718~~involving ~~“Share~~our ~~Based~~directors, ~~Payment”~~executive officers, ~~previously~~employees ~~SFAS~~or ~~No.~~other ~~123(R)~~agents ~~“Accounting~~as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for ~~stock~~indemnification ~~based~~by ~~compensation”)~~any of our directors or executive officers.

38Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

~~Table~~ITEM of11. ~~Contents~~- EXECUTIVE COMPENSATION

~~The~~Summary Company will account for its employee stock based compensation arrangements in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25. “Accounting for Stock Issued to Employees”, and related interpretations. As such, compensation expense for stock options, common stock and other equity instruments issued to non-employees for services received will be based upon the fair value of the equity instruments issued, as the services are provided and the securities earned. SFAS No. 123, “Accounting for Stock-Based Compensation”, requires entities that continue to apply the provisions of APB Opinion No. 25 for transactions with employees to provide pro forma net earnings (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-value-based method defined in SFAS No. 123 had been applied to these transactions. For the period from inception (March 12, 2004) to December 31, 2012, no stock options were committed to be issued to employees.

The ~~Company~~table ~~accounts~~below ~~for~~sets ~~derivative~~forth ~~instruments~~certain insummary ~~accordance~~information ~~with~~concerning ~~ASC~~the ~~815,~~compensation ~~which~~paid ~~establishes~~or ~~accounting~~accrued ~~and~~during ~~reporting~~each ~~standards~~of ~~for~~our ~~derivative~~last ~~instruments~~three ~~and~~completed ~~hedging~~fiscal ~~activities,~~years ~~including~~to ~~certain~~our ~~derivative~~principal ~~instruments~~executive ~~embedded~~officer ~~in other financial instruments or contracts~~ and ~~requires~~four ~~recognition~~other ofmost ~~all~~highly ~~derivatives~~compensated onexecutive ~~the~~officers ~~balance~~who ~~sheet~~received atcompensation ~~fair~~over ~~value~~$100,000 ~~regardless of hedging relationship designation. Accounting~~ for ~~changes in fair value of~~ the ~~derivative~~fiscal ~~instruments~~year ~~depends~~ended onAugust ~~whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December~~ 31, ~~2014~~2016 ~~and 2013~~(collectively, the ~~Company~~“Named ~~did~~Executive ~~not~~Officers” ~~have~~or ~~any derivative instruments that were designated as hedges.~~“NEO”):

Income taxes

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Award ($)	Option Award ($)	Non Equity Inventive Plan Compens-aton ($)	Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)	All Other Compens-ation ($)	Total ($)
Mou Zhi Cong* CEO	2016	0	0	0	0	0	0	0	0
Mou Zhi Cong* CEO	2015	0	0	0	0	0	0	0	0

William Alex Robertson**	2016	n/a	n/a	n/a	n/a	n/a	n/a	n/a	n/a
William Alex Robertson**	2015	0	0	0	0	0	0	0	0

Mahesh Narayanan Chief Operating Officer***	2016	$25,000	0	0	0	0	0	0	0
Mahesh Narayanan Chief Operating Officer***	2015	0	0	0	0	0	0	0	0

Anton Dormer Chief Scientific Officer ***	2016	$12,000	0	0	0	0	0	0	0
Anton Dormer Chief Scientific Officer ***	2015	0	0	0	0	0	0	0	0

Elton F. Norman Chief Financial Officer***	2016	$7,200	0	0	0	0	0	0	0
Elton F. Norman Chief Financial Officer***	2015	0	0	0	0	0	0	0	0

Daniel Achinko Vice President- Bio-informatics***	2016	$25,000	0	0	0	0	0	0	0
Daniel Achinko Vice President- Bio-informatics***	2015	0	0	0	0	0	0	0	0

~~Income~~* ~~taxes are accounted for under the asset and liability method~~Mr. ~~Deferred~~ ~~tax~~Cong ~~assets~~was ~~and~~appointed ~~liabilities~~Chief ~~are~~Executive ~~recognized~~Officer for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards that are available to be carried forward to future years for tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on ~~deferred~~April ~~tax~~7 ~~assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date~~2015. When it is not considered to be more likely than not that a deferred tax asset will be realized, a valuation allowance is provided for the excess. Although the Company has significant loss carry forwards available to reduce future income for tax purposes, no amount has been reflected on the balance sheet for deferred income taxes as any deferred tax asset has been fully offset by a valuation allowance.

~~Use~~** ofMr. ~~Estimates~~Robertson resigned as our Chief Executive Officer on April 7, 2015. Mr. Robertson did not receive any compensation in the tables below.

~~The~~*** ~~preparation~~Each ofofficer ~~the~~was ~~financial~~appointed ~~statements in conformity with generally accepted accounting principles requires management~~ to ~~make certain estimates and assumptions, where applicable, that affect~~ the ~~reported~~Company ~~amounts~~in ofJune ~~assets~~2015 ~~and~~but ~~liabilities~~did and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. While actual results could differ from those estimates, management does not ~~expect~~receive ~~such~~compensation ~~variances,~~until ifSeptember ~~any, to have a material effect on the financial statements~~2015.

~~Research~~44 ~~and~~Table ~~Development~~of ~~Costs~~Contents

~~Research~~2016 ~~and~~OUTSTANDING ~~development~~EQUITY ~~costs~~AWARDS ~~are~~AT ~~expensed~~FISCAL as incurred in accordance with generally accepted accounting principles in the United States of America. Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service or a new process or technique or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other onYEAR-~~going~~END operations even though those alterations may represent improvements and it does not include market research or market testing activities. Elements of costs shall be identified with research and development activities as follows: The costs of materials and equipment or facilities that are acquired or constructed for research and development activities and that have alternative future uses shall be capitalized as tangible assets when acquired or constructed. The cost of such materials consumed in research and development activities and the depreciation of such equipment or facilities used in those activities are research and development costs. However, the costs of materials, equipment, or facilities that are acquired or constructed for a particular research and development project and that have no alternative future uses and therefore no separate economic values are research and development costs at the time the costs are incurred. Salaries, wages, and other related costs of personnel engaged in research and development activities shall be included in research and development costs. The costs of contract services performed by others in connection with the research and development activities of an enterprise, including research and development conducted by others in behalf of the enterprise, shall be included in research and development costs.TABLE

	Option Awards										Stock Awards
	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
Name	Exercisable		Unexercisable		(#)		($)		Date		(#)		($)		(#)		($)
Mou Zhi Cong		0		0		0		0		0		0		0		0		0

Mahesh Narayanan		0		0		0		0		0		0		0		0		0

Anton Dormer		0		0		0		0		0		0		0		0		0

Elton F. Norman		0		0		0		0		0		0		0		0		0

Daniel Achinko		0		0		0		0		0		0		0		0		0

~~Table~~2016 ofOPTION ~~Contents~~EXERCISES AND STOCK VESTED TABLE

Depreciation

		Option Awards				Stock Awards
Name	Year	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Mou Zhi Cong	2016		0		0		0		0

Mahesh Narayanan	2016		0		0		0		0

Anton Dormer	2016		0		0		0		0

Elton F. Norman	2016		0		0		0		0

Daniel Achinko	2016		0		0		0		0

~~Depreciation~~2016 isPENSION ~~computed~~BENEFITS ~~using the straight-line method over the assets’ expected useful lives.~~TABLE

Amortization

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Mou Zhi Cong			0		0		0

Mahesh Narayanan			0		0		0

Anton Dormer			0		0		0

Elton F. Norman			0		0		0

Daniel Achinko			0		0		0

~~Deferred~~45 ~~charges~~Table ~~are~~of ~~amortized using the straight-line method over five and six years.~~Contents

~~Cash~~2016 ~~and~~NONQUALIFIED ~~Cash~~DEFERRED ~~Equivalents~~COMPENSATION TABLE

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

Name	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)
Mou Zhi Cong		0		0		0		0		0

Mahesh Narayanan		0		0		0		0		0

Anton Dormer		0		0		0		0		0

Elton F. Norman		0		0		0		0		0

Daniel Achinko		0		0		0		0		0

~~Related~~2016 ~~Parties~~DIRECTOR COMPENSATION TABLE

For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Mou Zhi Cong		0		0		0		0		0		0		0

Mahesh Narayanan		0		0		0		0		0		0		0

Anton Dormer		0		0		0		0		0		0		0

Elton F. Norman		0		0		0		0		0		0		0

~~Reports~~2016 toALL ~~Security~~OTHER ~~Holders~~COMPENSATION TABLE

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”). 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).

Name	Year	Perquisites and Other Personal Benefits ($)		Tax Reimbursements ($)		Insurance Premiums ($)		Company Contributions to Retirement and 401(k) Plans ($)		Severance Payments / Accruals ($)		Change in Control Payments / Accruals ($)		Total ($)
Mou Zhi Cong	2016		0		0		0		0		0		0		0

Mahesh Narayanan	2016		0		0		0		0		0		0		0

Anton Dormer	2016		0		0		0		0		0		0		0

Elton F. Norman	2016		0		0		0		0		0		0		0

Daniel Achinko	2016		0		0		0		0		0		0		0

~~ITEM~~46 ~~7.A.~~Table -of ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Contents

We2016 doPERQUISITES ~~not hold any derivative instruments and do not engage in any hedging activities. Most of our activity is the development and mining of our mineral properties in Madagascar and Canada.~~TABLE

ITEM 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Name	Year	Personal Use of Company Car/Parking		Financial Planning/ Legal Fees		Club Dues		Executive Relocation		Total Perquisites and Other Personal Benefits
Mou Zhi Cong	2016		0		0		0		0		0

Mahesh Narayanan	2016		0		0		0		0		0

Anton Dormer	2016		0		0		0		0		0

Elton F. Norman	2016		0		0		0		0		0

Daniel Achinko	2016		0		0		0		0		0

~~The~~2016 ~~financial~~POTENTIAL ~~statements~~PAYMENTS ~~required~~UPON byTERMINATION ~~this~~OR ~~Item,~~CHANGE ~~the~~IN ~~accompanying~~CONTROL ~~notes thereto and the reports of independent accountants are included, as part of this Form 10-K immediately following the signature page.~~TABLE

~~ITEM~~Name 9.Benefit BeforeChange in ControlTerminationw/o Cause or forGood Reason After Change inControlTermination w/o Cause orfor Good Reason VoluntaryTermination Death Disability Change inControl Mou Zhi Cong Basic salary - ~~CHANGES~~Mahesh INNarayanan ~~AND~~Basic ~~DISAGREEMENTS~~salary ~~WITH~~Anton ~~ACCOUNTANTS~~Dormer ONBasic ~~ACCOUNTING~~salary ~~AND~~Elton ~~FINANCIAL~~F. ~~DISCLOSURE~~Norman Basic salary Daniel Achinko Basic salary

~~Effective~~Employment August 3, 2015, the Registrant dismissed PLS CPA, A Professional Corporation ("PLS"), which did audit Registrant's year-end financial statements for the year ended September 30, 2014, and performed procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q. The change in the Registrant's auditors was recommended and approved by the Board of Directors of the Registrant.Agreements

40On July 15, 2015, the Company and Elton F. Norman executed an executive employment agreement, whereby Mr. Norman would serve as Chief Financial Officer of the Company. The term of the agreement is two years with an annual base salary of Seven Thousand, Two Hundred Dollars ($7,200), with provisions for a bonus, expenses and additional benefits. In the event of termination without cause or for good reason, Mr. Norman would be entitled to one month’s salary during the first year of employment and two month’s salary during the first year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.

~~Table~~On July 15, 2015, the Company and Mahesh Narayanan executed an executive employment agreement, whereby Mr. Narayanan would serve as Chief Operating Officer of ~~Contents~~the Company. The term of the agreement is two years with an annual base salary of Twenty-Five Thousand Dollars ($25,000), with provisions for a bonus, expenses and additional benefits. In the event of termination without cause or for good reason, Mr. Narayanan would be entitled to one month’s salary during the first year of employment and two month’s salary during the first year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.

On July 1015, 2015, the ~~Registrant~~Company ~~engaged~~and ~~MaloneBaileyLLP~~Dr. Daniel Achinko executed an executive employment agreement, whereby Dr. Achinko would serve as ~~its~~Vice ~~independent~~President ~~registered~~of ~~audit~~Bio-informatics ~~firm~~of tothe ~~audit~~Company. The term of the ~~Registrant's~~agreement ~~financial~~is ~~statements~~two years with an annual base salary of Twenty-Five Thousand Dollars ($25,000), with provisions for a bonus, expenses and additional benefits. In the ~~fiscal~~event ~~year~~of ~~ended~~termination ~~August~~without 31cause or for good reason, ~~2015~~Dr. ~~and~~Achinko would be entitled to ~~perform~~one ~~procedures~~month’s ~~related~~salary toduring the ~~financial~~first ~~statements~~year ~~included~~of inemployment ~~the~~and ~~Registrant'~~two month’s ~~quarterly~~salary ~~reports~~during onthe ~~Form~~first ~~10-Q,~~year ~~beginning~~of ~~with~~employment in addition to any bonus. The executive employment agreement include the ~~quarter~~standard ~~ending~~non-compete ~~June~~and ~~30,~~confidentiality ~~2015~~provisions.

~~ITEM~~47 ~~9A.~~Table -of ~~CONTROLS AND PROCEDURES~~Contents

On July 15, 2015, the Company and Anton Dormer executed an executive employment agreement, whereby Mr. Dormer would serve as Chief Scientific Officer of the Company. The term of the agreement is two years with an annual base salary of Twelve Thousand Dollars (a$12,000), ~~Evaluation~~with provisions for a bonus, expenses and additional benefits. In the event of ~~Disclosure~~termination ~~Controls~~without cause or for good reason, Mr. Dormer would be entitled to one month’s salary during the first year of employment and ~~Procedures~~two month’s salary during the first year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.

~~Regulations~~The ~~under~~above ~~the~~employment ~~Securities~~agreements ~~Exchange~~were ~~Act~~approved ofby ~~1934 (~~the ~~“Exchange~~Board ~~Act”)~~of ~~require~~Directors ~~public companies to maintain “disclosure controls and procedures,” which are defined~~ as ~~controls~~of ~~and~~September ~~other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded~~1, ~~processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms~~2015. 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

WeStock ~~carried~~Awards out an evaluation, with the participation of our management, including our Chief Executive Officer (“CEO”), of the effectiveness our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of August 31, 2015. Based upon that evaluation, our CEO concluded that our disclosure controls and procedures are not effective at the reasonable assurance level due to the material weaknesses described below.Plan

~~Management's~~The ~~Report~~company onhas ~~Internal~~not ~~Control~~adopted ~~Over~~a ~~Financial~~Stock ~~Reporting~~Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

~~Our~~Legal principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) as of December 31, 2014. Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer have chosen the COSO framework on which to base their assessment.Proceedings

41The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

~~Table~~No director, officer, or affiliate of ~~Contents~~the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ItITEM ~~should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met~~12. In– ~~addition,~~SECURITY ~~the~~OWNERSHIP ~~design~~OF ofCERTAIN ~~any~~BENEFITICAL ~~control~~OWNERS ~~system~~AND isMANAGEMENT ~~based~~AND inRELATED ~~part~~STOCKHOLDER upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.MATTERS

InSecurity ~~light~~Ownership of ~~the~~Certain ~~material~~Beneficial ~~weaknesses~~Owners ~~described below, we performed additional analysis~~ and ~~other~~Management post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and ~~cash~~Related ~~flows~~Stockholder ~~for the periods presented.~~Matters

AThe ~~material~~following ~~weakness~~table issets aforth ~~control~~certain ~~deficiency~~information regarding beneficial ownership of our common shares as of August 31, 2016, by: (~~within~~i) each person who is known by the ~~meaning~~Company to own beneficially more than 5% of ~~the~~our ~~Public~~common shares; (ii) each director of the Company; ~~Accounting~~(iii) ~~Oversight~~each ~~Board~~of the Named Executive Officers; and (~~PCAOB~~iv) ~~Auditing~~all ~~Standard~~directors Noand executive officers of the Company as a group. 2)The ornumber ~~combination~~and percentage of ~~control~~shares ~~deficiencies~~beneficially ~~that~~owned ~~result~~is determined in ~~more~~accordance ~~than~~with aRule ~~remote~~13d-3 ~~likelihood~~under ~~that~~the aExchange ~~material~~Act, ~~misstatement~~and the information is not necessarily indicative of ~~the~~beneficial ~~annual~~ownership orfor ~~interim~~any ~~financial~~other ~~statements~~purpose. ~~will~~The ~~not~~Company bebelieves ~~prevented~~that each individual or ~~detected. Management~~entity named has ~~identified~~sole investment and voting power with respect to the ~~following~~securities ~~three~~indicated ~~material~~as ~~weaknesses~~beneficially ~~which~~owned ~~have~~by ~~caused~~them, ~~management~~subject to ~~conclude~~community ~~that~~property laws, aswhere applicable, except where otherwise noted. The “Number of ~~December~~Common ~~31,~~Shares ~~2014~~Beneficially Owned” in calculated based on total shares held plus warrants held (plus stock options entitled to exercise). The aggregate of these items, ~~our~~which ~~disclosure~~totals ~~controls~~146,744,566, ~~and~~will ~~procedures~~be ~~were~~used ~~not~~as ~~effective~~the atdenominator for the ~~reasonable~~percentage ~~assurance~~calculation ~~level:~~below.

1.Unless Weotherwise doindicated ~~not~~in ~~have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of~~ the ~~Sarbanes-Oxley~~footnotes ~~Act which is applicable~~ to ~~us as of and for~~ the ~~year~~following ~~ending~~table, ~~August~~each ~~31,~~person ~~2015. Management~~named ~~evaluated~~in the ~~impact~~table ofhas ~~our~~sole ~~failure~~voting ~~to have written documentation of our internal controls~~ and ~~procedures~~investment onpower ~~our assessment of our disclosure controls~~ and ~~procedures~~that ~~and~~person’s ~~has~~address ~~concluded~~is ~~that~~c/o ~~the~~Immage ~~control~~Biotherapeutics ~~deficiency~~Corp., ~~that~~10411 ~~resulted~~Motor ~~represented~~City aDr., ~~material~~Bethesda, ~~weakness~~MD 20817.

2. Our board of directors has no audit committee, independent director or member with financial expertise which causes ineffective oversight of our external financial reporting and internal control over financial reporting.

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percentage Beneficially Owned (1)
5% Owners
Coventry International Limited (2)		63,058,909		42.97	%
Pepvax, Inc.		42,943,521		29.26	%

Officers and Directors
Coventry International Limited (2)		63,058,909		42.97	%
Pepvax, Inc. (3)		42,943,521		29.26	%
Anton Dormer (3)		0		0	%
Mahesh Narayanan		0		0	%
Elton F. Norman (3)		0		0	%
Daniel Achinko (3)		0		0	%

All executive officers and directors as a group (five persons)(2)(3)		0		0	%

3.(1) WeShares ~~do not have sufficient segregation~~ of ~~duties~~common ~~within~~stock ~~accounting~~beneficially ~~functions,~~owned ~~which is a basic internal control. Due to our size~~ and ~~nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to~~ the ~~extent~~respective ~~possible,~~percentages ~~the initiation~~ of ~~transactions,~~beneficial ~~the~~ownership ~~custody~~ of ~~assets~~common ~~and the recording of transactions should be performed by separate individuals~~stock. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To(2) ~~address~~Coventry ~~these~~International ~~material~~Limited ~~weaknesses,~~is ~~management~~controlled ~~performed~~by ~~additional~~Lin ~~analyses~~Peng ~~and~~Dong, ~~other~~who ~~procedures~~is tonot ~~ensure~~related ~~that~~to the ~~financial~~Company, ~~statements~~and ~~included~~has ~~herein~~its ~~fairly~~address ~~present,~~at inFlat ~~all~~A, ~~material~~7th ~~respects~~Floor, ~~our~~Winner ~~financial~~Commercial ~~position~~Building, ~~results~~401-3 ofLockhart ~~operations~~Road, ~~and~~Causeway ~~cash~~Bay, ~~flows~~Hong ~~for the periods presented~~Kong.

~~Remediation~~(3) These officers are also shareholders and officers of ~~Material~~PepVax, ~~Weaknesses~~Inc.

We48 ~~intend~~Table toof remediate the material weaknesses in our disclosure controls and procedures identified above by adding an independent director or member with financial expertise or hiring a full-time CFO with SEC reporting experience in the future when working capital permits and by working with our independent registered public accounting firm to refine our internal procedures. Contents

~~(b)~~DESCRIPTION ~~Changes~~OF ~~in Internal Control over Financial Reporting~~SECURITIES

~~There~~Our ~~were~~authorized nocapital ~~changes~~stock inconsists of 200,000,000 shares of Common Stock, par value $.001 per share. The following statements relating to the capital stock set forth the material terms of our ~~internal~~securities; ~~control~~however, ~~over~~reference ~~financial~~is ~~reporting~~made to the more detailed provisions of, asand ~~defined~~such statements are qualified in ~~Rules~~their ~~13a-15(f)~~entirety ~~and~~by ~~15d-15(f)~~reference ~~under~~to, the ~~Exchange~~Certificate ~~Act~~of Incorporation, ~~during~~amendment ~~our~~to ~~most~~the ~~recently~~Certificate ~~completed~~of ~~fiscal~~Incorporation ~~quarter~~and ~~that~~the ~~have~~By-laws, ~~materially~~copies ~~affected,~~of orwhich are ~~reasonably~~filed ~~likely~~as exhibits to ~~materially~~the ~~affect~~Company’s Registration Statement on Form S-1, ~~our~~filed ~~internal~~with ~~control~~the ~~over~~Securities ~~financial~~and ~~reporting~~Exchange Commission on December 10, 2012.

~~ITEM~~COMMON ~~9B. - OTHER INFORMATION~~STOCK

~~None~~Holders ~~noted~~of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

42The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

~~Table of Contents~~DIVIDENDS

~~PART~~Dividends, ~~III~~if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends prior to a business combination.

~~ITEM~~TRANSFER ~~10. - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~AGENT

~~The~~Columbia ~~following~~Stock ~~table~~Transfer ~~sets~~Company ~~forth~~1869 ~~the~~E ~~name,~~Seltice ~~age~~Suite 292, ~~and~~Post ~~position~~Falls, ofID ~~each~~83854 ~~executive~~(208-664-3544) ~~officer~~acts ~~and~~as ~~director~~transfer ~~the~~agent ~~Company~~for asour atcommon ~~August 31, 2015~~stock.

During ~~Our Bylaws provide that we shall have that number of directors determined by~~ the ~~majority~~year ~~vote~~ended ofAugust ~~the~~31, ~~board~~2016, ~~of directors. Currently~~ we ~~have~~received ~~four~~an ~~directors. Each~~advance ~~director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board~~ of ~~Directors~~$11,316 ~~elects~~from ~~our~~a ~~officers~~related atparty ~~the~~as ~~regular~~a ~~annual~~loan ~~meeting~~and ofrepaid ~~the~~$6,458 ~~Board~~to ~~of Directors following~~ the ~~annual~~related ~~meeting of shareholders~~party. ~~Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:~~

~~Executive~~On ~~Officers~~September ~~and~~21, ~~Directors~~2016, we sold 3,000,000 shares of our common stock for $375,000 to one of our largest shareholders.

~~Mou~~49 ~~Zhi~~Table ~~Cong – President (Chief Executive Officer). Since March 2012, Mr. Mou has been the Accounts Director for Nanning Business Consulting Co., GuanXi, China company engage in the business~~ of account auditing. From June 2009 through February 2012, Mr. Mou worked as the Accounts Manager for Nanning Business Consulting Co. Prior to that, from February 2004 through February 2007, Mr. Mou was an in-house company accountant for Yongjian Engineering Co., Ltd., a GuanXi, China company engaged in the business of civil construction.Contents

~~Elton~~ITEM ~~Norman, JD Chief Financial Officer~~14. ~~Mr.~~- ~~Norman~~PRINCIPAL isACCOUNTING ~~the~~FEES ~~founder~~AND and the Managing Member of The Norman Law Firm PLLC since 2005. Mr. Norman graduated, cum laude, from Howard University School of Law in 1994. Mr. Norman is admitted to the bars of Maryland, the District of Columbia, New York and Georgia and has passed the Certified Public Accountant (CPA) Exam.SERVICES

~~Anton~~Effective ~~Dormer~~August 3, MD2015, ~~MS-~~the ~~Chief~~Registrant ~~Scientific~~dismissed ~~Officer.~~PLS ~~From~~CPA, ~~2013~~A toProfessional ~~the~~Corporation ~~present~~("PLS"), ~~Dr.~~which ~~Dormer~~did ~~has~~audit ~~served~~Registrant's asyear-end ~~the~~financial ~~Chairman~~statements ~~and~~for ~~Chief~~the ~~Scientific~~year ~~Officer~~ended ofSeptember ~~PepVax~~30, ~~Inc.~~2014, aand ~~Bethesda~~performed ~~biotechnology~~procedures ~~company. Dr.~~related ~~Anton~~to ~~Dormer~~the isfinancial ~~presently~~statements anincluded ~~associate~~in ~~professor~~the atRegistrant's ~~Washington~~quarterly ~~Adventist~~reports ~~University~~on ~~located~~Form ~~in Takoma Park, MD~~10-Q. HeThe ~~received~~change ~~a medical doctorate from UTESA and a Masters~~ in ~~Biotechnology~~the ~~and Biomedical Sciences from University of Massachusetts – Boston. Dr. Dormer~~Registrant's ~~research~~auditors ~~focus~~was isrecommended ~~the~~and ~~development~~approved ofby ~~peptide immunotherapies for~~ the ~~prevention~~Board ~~and~~of ~~treatment~~Directors of ~~major~~the ~~human pathologies~~Registrant.

~~Mahesh~~On ~~Narayanan~~July –10, ~~Mr.~~2015, ~~Narayanan~~the ~~was~~Registrant ~~CEO~~engaged ~~of PepVax~~MaloneBailey, ~~Inc.~~LLP, aas ~~Bethesda~~its ~~biotechnology~~independent ~~company,~~registered ~~from~~audit ~~February~~firm ~~2013~~to ~~through~~audit ~~current.~~the ~~Mr.~~Registrant's ~~Narayanan~~financial ~~was~~statements ~~an Independent Consultant~~ for ~~Life~~the ~~Science~~fiscal ~~companies~~year ~~from~~ended ~~September~~August ~~2012 through February 2013. Mr. Narayanan was a Researcher at GlaxoSmithKline~~31, a2015 ~~Pennsylvania~~and ~~pharmaceutical~~to ~~company,~~perform ~~from~~procedures ~~January~~related ~~2012~~to ~~through~~the ~~September~~financial ~~2012. Mr.~~statements ~~Narayanan~~included ~~was~~in athe ~~Managing~~Registrant's ~~Consultant~~quarterly atreports ~~Penn~~on ~~Biotech~~Form ~~Group~~10-Q, ~~via~~beginning ~~Wharton~~with ~~School~~the ofquarter ~~Business~~ending ~~from~~June ~~September~~30, ~~2010 through September 2012~~2015.

~~Dr.~~Aggregate ~~Daniel~~fees ~~Achinko~~billed -to ~~Vice~~us ~~President~~for ~~of Bioformatics. Dr. Achinko is currently on a volunteer and terminal postdoctoral Intramural Research training award (IRTA) program at NIH which involves developing bioinformatics skills in~~ the ~~analysis~~fiscal ofyear ~~next~~ended ~~generation~~August sequencing (NGS) data. Dr. Achinko has been training under the postdoctoral Intramural Research Training Award (IRTA) fellowship program and Oak Ridge Institute for Science and Education (ORISE) fellowship program at NCBI-NIH since May31, ~~2014.~~2016 ~~Dr. Achinko has his Ph.D: in Molecular Biology~~ and ~~Biochemistr~~period ~~from~~ended ~~Egerton~~August ~~University~~31, ~~Njoro,~~2015 ~~Kenya,~~by ~~his~~our ~~Masters~~independent ofregistered ~~Science~~public ~~in Molecular~~accounting ~~Parasitology,~~firms ~~University~~are ofas ~~Yaounde I, Cameroon, his Pre Masters (Maitrise In Parasitology) from the University of Yaounde I, Cameron, and his Bachelor of Science (B.Sc)~~follows: ~~Animal Biology and Physiology from University of Yaounde I, Cameroon.~~

Types of Fees	2016			2015
Audit Fees (1)	$	15,000	*	$	7,500	*
Audit Related Fees		-			-
Tax Fees		-			-
All Other Fees		-			-

Table of Contents

*	For the year ending August 31, 2016, $15,000 attributable to MaloneBailey, LLP. For the year ending August 31, 2015, $4,000 attributed to PLS and $3,500 to MaloneBailey, LLP.
(1)	This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit of the annual financial statements or the reviews of the interim financial statements.

~~Clinical~~50 ~~and~~Table ~~Scientific~~of ~~Advisory Boar~~Contents

~~Immage~~PART ~~Biotherapeutics has assembled an expert clinical and scientific advisory board composed of leading idea people bioinformatics regulatory affairs, and drug development.~~IV

DrITEM 15. ~~William~~– M.EXHIBITS ~~Brown,~~AND ~~Ph.D.,~~FINANCIAL ~~M.B.A.,~~STATEMENT ~~J.D.~~SCHEDULES

Dr. Brown currently serves as an advisor/consultant, Intellectual Property for NB Capital / Nordic Biotech (Copenhagen, Denmark), Resverlogix Corp. and Zenith Epigenetics (Calgary, Canada) and Premier Biomedical / Marv Enterprises, LLC (El Paso, Texas). Dr. Brown received his B.Sc. (summa cum laude; biochemistry/chemistry) at University of Southampton , his Ph.D. (biochemistry/molecular biology) at University of Southampton, his M.B.A. (management major) at Fairleigh Dickinson University and his J.D. (magna cum laude) at New York Law School .

Exhibit Number		Description
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.
3.3		Revised Bylaws of Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on form 8-K filed with the SEC on September 10, 2015.
10.1		Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax,, Inc., dated June 4, 2015, incorporated by reference 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, incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.3		Memorandum of Understanding by and between the Company and Howard University, dated July 10, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.4		Executive Employment Agreement with Mahesh Narayanan, dated July 15, 2015, incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.5		Executive Employment Agreement with Elton Norman, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.6		Executive Employment Agreement with Anton Dormer, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.7		Executive Employment Agreement with Daniel Achinko, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)
31.2		Certification of Principal Financial & Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)
32.2		Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)

		XBRL Instance Document
		XBRL Taxonomy Extension Schema Document
		XBRL Taxonomy Calculation Linkbase Document
		XBRL Taxonomy Labels Linkbase Document
		XBRL Taxonomy Presentation Linkbase Document
		XBRL Definition Linkbase Document

Dr51 ~~Georgia~~Table M.of ~~Dunston:~~Contents

Since 2010, Dr. Dunston has been Graduate Adjunct Professor of Microbiology, Department of Physics and Astronomy, Howard University as well as former chair of the Department of Microbiology in the College of Medicine at Howard University. Dr. Dunston received her Bachelor of Science in Biology at Norfolk State University, her Masters of Science in Biology at Tusjegee university, her Ph.D in Human Genetics at University of Michigan, and her Postdoctoral degree in Tumor Immunology from the National Cancer Institute.SIGNATURES

DrPursuant ~~Tamaro~~to ~~Syton~~the ~~Hudson~~requirements ~~MPH,~~of ~~PhD: In~~Section ~~Vitro~~13 ~~and~~or In15(d) ~~Vivo~~of ~~cancer~~the ~~research~~Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Since~~IMMAGE ~~2012,~~BIOTHERAPEUTICS DrCORP. Hudson has been a Research Health Specialist at the Veterans Administration Medical Center. Since 2007, Dr. Hudson as been a Research Assistant Professor/Clinical Translational Investigator at the Department of Pharmacology Howard University Cancer Center. Since 2009, Dr. Hudson has been an Adjunct Assistant Professor at Department of Oncology, Johns Hopkins Medicine. Dr. Hudson received his Bachelor of Science at Iowa State University College, his Masters of Science at The Ohio State University College of Preventive Medicine, his Doctor of Philosophy at The Ohio State University School of Public Health, and his Masters of Public health at George Washington University School of Public Health.

Dr. Stephan Popierlarski

Dated: December 8, 2016

By:	/s/ Mou Zhi Cong
Name:	Mou Zhi Cong
Title:	President, Chief Executive Officer and Director

Dr. Popierlarski, since 2013, has been the founder and Chief Executive Officer of SPHM Enterprises, LLC, in Devon, Pennsylvania. SPHM Enterprises, LLC provides business strategy and commercialization support to high-growth-potential businesses. From 2012 through 2014, Dr. Popierlarski was the associate Director of Marker and Global Strategic Marketing for LifeScan, Inc, a J&J company. Dr. Popierlarski received his Ph.D., Chemical Engineering at California Institute Of Technology, Pasadena.

Dated: December 8, 2016

By:	/s/ Elton Norman
Name:	Elton Norman, CPA
Title:	Chief Financial Officer (Principal Accounting Officer)

~~Family~~Pursuant ~~Relationships~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

There are no family relationships among our executive officers and directors.

Signatures	Title	Date

/s/ Mou Zhi Cong	Chief Executive Officer, Director	December 8, 2016
Mou Zhi Cong

/s/ Elton Norman	Chief Financial Officer, Director	December 8, 2016
Elton Norman

/s/ Anton Dormer	Chairman of the Board of Directors	December 8, 2016
Anton Dormer

/s/ Mahesh Narayanan	Director	December 8, 2016
Mahesh Narayanan

~~Audit Committee Financial Expert~~52

~~The~~Report ~~Company does not have an audit committee or a compensation committee~~ of ~~its~~Independent ~~board~~Registered ofPublic ~~directors.~~Accounting In addition, the Company’s board of directors has determined that the Company does not have an audit committee financial expert serving on the board. When the Company develops its operations, it will create an audit and a compensation committee and will seek an audit committee financial expert for its board and audit committee.Firm

44To the Board of Directors

~~Table~~Immage ofBiotherapeutics ~~Contents~~Corp.

~~CONFLICTS~~Bethesda, ~~OF INTEREST~~MD

~~There~~We ~~are~~have noaudited ~~conflicts~~the accompanying balance sheets of ~~interest~~Immage ~~with~~Biotherapeutics ~~any~~Corp. ~~officers~~(the "Company") as of August 31, ~~directors~~2016 orand ~~executive~~2015 ~~staff~~and the related statements of operations, stockholders' equity and cash flows for the year ended August 31, 2016 and for the period from October 1, 2014 through August 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~Certain~~We ~~Relationships~~conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and ~~Related~~perform ~~Transactions~~the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and ~~Director~~disclosures ~~Independence~~in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In ~~Company~~our ~~has~~opinion, ~~not~~the ~~engaged~~financial statements referred to above present fairly, in ~~any~~all ~~transactions~~material ~~with~~respects, ~~any~~the financial position of the Company, as of August 31, 2016 and 2015, and the results of its ~~related~~operations ~~persons~~and its cash flows for the year ended August 31, 2016 and the period from October 1, 2014 through August 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

~~Involvement~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in ~~Certain~~Note ~~Legal~~3 ~~Proceedings~~to the financial statements, the Company has suffered recurring losses from operations and negative operating cash flows which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~None~~/s/ ofMaloneBailey, ~~the following events have occurred during the past ten years and are material to an evaluation of the ability or integrity of any director or officer of the Company:~~LLP

1www. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 2malonebailey. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:com

~~a. Acting as a futures commission merchant~~Houston, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; b. Engaging in any type of business practice; or c. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;Texas

4.December Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; 5~~. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law~~, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:2016

a. Any Federal or State securities or commodities law or regulation; or b. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease F-~~and-desist order, or removal or prohibition order; or c. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~1

45IMMAGE BIOTHERAPEUTICS CORP.

~~Table~~BALANCE ~~of Contents~~SHEETS

8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


	August 31,			August 31,
	2016			2015

ASSETS
Current Assets
Cash and cash equivalents	$	196,715		$	32,678
Prepaid expenses		8,333			904
Total Current Assets		205,048			33,582

Equipment, net		32,158			40,370
Intangible assets, net of amortization of $316 and $79 as of August 31, 2016 and 2015		5,898			6,214
TOTAL ASSETS	$	243,104		$	80,166

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	3,049		$	3,493
Loans from related parties		52,767			47,909
Total Current Liabilities		55,816			51,402
TOTAL LIABILITIES	$	55,816		$	51,402

Stockholders' Equity
Common stock: 200,000,000 authorized; $0.001 par value
146,744,566 and 143,744,566 shares issued and outstanding, respectively		146,745			143,745
Common stock subscribed		-			3,000
Additional paid-in capital		343,375			343,375
Subscriptions receivable		-			(375,000	)
Accumulated deficit		(302,832	)		(86,356	)
Total Stockholders' Equity		187,288			28,764
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	243,104		$	80,166

~~Shareholder~~The ~~Recommendations~~accompanying ~~for~~notes ~~Board~~are ~~Nominees~~an integral part of these financial statements.

~~There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors.~~F-2

~~Indemnification~~IMMAGE ofBIOTHERAPEUTICS ~~Directors and Officers~~CORP.

~~Neither~~STATEMENTS ~~our~~OF Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.OPERATIONS

~~NRS~~ Year ~~78.502(1)~~Ended Eleven ~~provides~~Months ~~that~~Ended August ~~a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened~~31, August ~~pending or completed action~~31, 2016 2015 Revenues $- $- Operating ~~suit or proceeding~~Expenses Selling, ~~whether~~general ~~civil,~~and ~~criminal,~~ administrative ~~or investigative~~ $98, ~~except an action by or in the right of the corporation~~878 $10, ~~by reason of the fact that he is or was a director~~969 Professional 55, ~~officer~~377 42,900 Research ~~employee~~and ~~or agent of the corporation~~development 62,221 - Total oroperating ~~is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against~~ expenses 216, ~~including attorneys' fees~~476 53,869 Net ~~judgments~~loss $(216, ~~fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:~~ 476) $(a53,869) Basic isand ~~not~~dilutive ~~liable~~net ~~pursuant~~loss toper ~~NRS~~common 78share $(0.~~138; or~~ 00) $(b0.00) Weighted ~~acted~~average innumber ~~good~~of ~~faith~~common ~~and~~shares inoutstanding a- ~~manner~~basic ~~which~~and ~~he reasonably believed to be in or not opposed to the best interests of the corporation~~diluted 145, ~~and~~305, ~~with respect to any criminal action or proceeding~~874 101, ~~had no reasonable cause to believe his conduct was unlawful.~~994,394

~~NRS~~The ~~Section~~accompanying ~~78.502(2)~~notes ~~provides~~are ~~that~~an aintegral ~~corporation~~part ~~may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right~~ of ~~the~~these ~~corporation~~financial to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78statements.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

46F-3

~~Table~~IMMAGE ofBIOTHERAPEUTICS ~~Contents~~CORP.
~~NRS~~STATEMENTS ~~Section~~OF ~~78.747,~~STOCKHOLDERS’ provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.EQUITY

NoFOR ~~pending~~THE ~~material~~PERIOD ~~litigation~~FROM orAUGUST ~~proceeding~~1, ~~involving~~2014 ~~our~~THROUGH ~~directors,~~AUGUST ~~executive officers~~31, ~~employees~~2015 orAND ~~other~~THE ~~agents~~YEAR asENDED toAUGUST ~~which indemnification is being sought exists~~31, ~~and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.~~2016

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

Common

Common Stock

Additional

Stock

Subscriptions

Accumulated

Shares

Amount

Paid-in Capital

Subscribed

Receivable

Deficit

Total

Balance, September 30, 2014

100,201,045

$ 100,201

$ (89,329 )

$ -

$ -

$ (32,487 )

$ (21,615 )

Common shares issued for cash at $0.125 per share on June 22, 2015

600,000

600

74,400

-

-

-

75,000

Common shares issued for intangible assets

42,943,521

42,944

(36,651 )

6,293

Common shares subscribed

-

-

372,000

3,000

(375,000 )

-

-

Loans forgiven by Previous shareholder

22,116

22,116

Loans forgiven by related party

839

839

Net loss

-

-

-

-

-

(53,869 )

(53,869 )

Balance, August 31, 2015

143,744,566

$ 143,745

$ 343,375

$ 3,000

$ (375,000 )

$ (86,356 )

$ 28,764

Common shares subscribed - cancelled

-

-

(372,000 )

(3,000 )

375,000

-

-

Common shares issued for cash at $0.125 per share

3,000,000

3,000

372,000

-

-

-

375,000

Net loss

-

-

-

-

-

(216,476 )

(216,476 )

Balance, August 31, 2016

146,744,566

146,745

343,375

-

-

(302,832 )

187,288

~~ITEM~~The ~~11.~~accompanying -notes ~~EXECUTIVE~~are ~~COMPENSATION~~an integral part of these financial statements.

~~Summary Compensation~~F-4

~~The~~IMMAGE ~~table~~BIOTHERAPEUTICS below sets forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our principal executive officer and four other most highly compensated executive officers who received compensation over $100,000 for the fiscal year ended August 31, 2105 (collectively, the “Named Executive Officers” or “NEO”):CORP.
Name and Principal Position Fiscal Year Salary ($) Bonus ($) Stock Award ($) Option Award ($) Non Equity Inventive Plan Compens-aton ($) Change in Pension Value and Non Qualified Deferred Compensation Earnings ($) All Other Compens-ation ($) Total ($)
Mou Zhi Cong* 2015 0 0 0 0 0 0 0 0
2014 0 0 0 0 0 0 0 0
William Alex Robertson** 2015 0 0 0 0 0 0 0 0
2014 0 0 0 0 0 0 0 0
STATEMENTS OF CASH FLOWS

* Year ~~Mr.~~ended Eleven ~~Cong~~Months ~~was~~Ended August ~~appointed~~31, August ~~Chief~~31, 2016 2015 CASH ~~Executive~~FLOWS ~~Officer~~FROM onOPERATING ~~April~~ACTIVITIES: Net loss $(216,476) $(53,869)Adjustment to reconcile net loss to net cash used in operating activities: Amortization and depreciation expenses 8,528 764 Changes in operating assets and liabilities: Prepaid expenses (7,429) (904) Accounts ~~2015.~~payable and accrued liabilities (444) 1,652 NET CASH USED IN OPERATING ACTIVITIES (215,821) (52,357) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment - (41,055)NET CASH USED IN INVESTING ACTIVITIES - (41,055) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from sale of common stock 375,000 75,000 Borrowings from related parties 11,316 48,748 Repayments to related parties (6,458) - NET CASH PROVIDED BY FINANCING ACTIVITIES 379,858 123,748 Net increase in cash and cash equivalents 164,037 30,336 Cash and cash equivalents, beginning of period 32,678 2,342 Cash and cash equivalents, end of period $196,715 $32,678 Supplemental cash flow information Cash paid for interest $- $- Cash paid for taxes $- $- Non-cash investing and financing activities: Cancellation of subscribed common shares $375,000 $- Loans forgiven by previous shareholder $- $22,116 Loans forgiven by related party $- $839 Subscription receivable $- $375,000 Common shares issued for intangible assets $- $6,293

**The ~~Mr.~~accompanying ~~Robertson~~notes ~~resigned~~are asan ~~our~~integral ~~Chief~~part ~~Executive~~of ~~Officer~~these onfinancial ~~April 7, 2015~~statements. ~~Mr. Robertson did not receive any compensation in the tables below.~~

47F-5

~~Table~~IMMAGE ofBIOTHERAPEUTICS ~~Contents~~CORP.

~~2015~~NOTES ~~OUTSTANDING~~TO ~~EQUITY~~THE ~~AWARDS~~FINANCIAL ~~AT FISCAL YEAR-END TABLE~~STATEMENTS

		Option Awards					Stock Awards
		Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Name		Exercisable	Unexercisable
	Mou Zhi Cong	0	0	0	0	0	0	0	0	0

August 31, 2016

~~2015~~NOTE ~~OPTION~~1 ~~EXERCISES~~– ~~AND~~NATURE ~~STOCK~~OF ~~VESTED~~OPERATIONS ~~TABLE~~

		Option Awards		Stock Awards
Name	Year	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Mou Zhi Cong	2015	0	0	0	0

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.

~~2015~~Immage ~~PENSION~~Biotherapeutics ~~BENEFITS~~is ~~TABLE~~a biotechnology company developing cancer immunotherapy through the rapid and efficient development of cutting edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Mou Zhi Cong				0		0		0

On May 8, 2015, a change in control of the Company occurred by virtue of the Company's largest shareholder, William Alex Robertson selling 60,058,909 shares of the Company's common stock to Coventry International Limited, a Hong Kong corporation. Such shares represent 59.9% of the Company's total issued and outstanding shares of common stock.

On May 21, 2015, ~~NONQUALIFIED~~the ~~DEFERRED~~Company ~~COMPENSATION~~filed ~~TABLE~~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”.

Name		Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)
Mou Zhi Cong		0		0		0		0		0

48NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Table~~Basis of ~~Contents~~Presentation

~~2015~~The ~~DIRECTOR~~financial ~~COMPENSATION~~statements ~~TABLE~~and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and are presented in US dollars.

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Mou Zhi Cong		0		0		0		0		0		0		0

Use of Estimates and Assumptions

~~2015~~Preparation ~~ALL~~of ~~OTHER~~the ~~COMPENSATION~~financial ~~TABLE~~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.

Name	Year		Perquisites and Other Personal Benefits ($)		Tax Reimbursements ($)		Insurance Premiums ($)		Company Contributions to Retirement and 401(k) Plans ($)		Severance Payments / Accruals ($)		Change in Control Payments / Accruals ($)		Total ($)
Mou Zhi Cong	2015		0		0		0		0		0		0		0

Related Parties

~~2015~~The ~~PERQUISITES~~Company ~~TABLE~~accounts for all transactions and balances with related parties in accordance with ASC 850, “Related Party Disclosures”.

Name	Year		Personal Use of Company Car/Parking		Financial Planning/ Legal Fees		Club Dues		Executive Relocation		Total Perquisites and Other Personal Benefits
Mou Zhi Cong	2015		0		0		0		0		0

F-6

~~2015~~Cash ~~POTENTIAL~~and ~~PAYMENTS~~cash ~~UPON TERMINATION OR CHANGE IN CONTROL TABLE~~equivalents

~~Name~~Cash ~~Benefit~~and ~~Before~~cash ~~Change~~equivalents include cash in ~~Control~~banks, ~~Termination~~money ~~w/o~~market ~~Cause~~funds, orand ~~for~~certificates ~~Good~~of ~~Reason~~term ~~After~~deposits ~~Change~~with inmaturities ~~Control~~of ~~Termination~~less ~~w/o~~than ~~Cause~~three ormonths ~~for~~from ~~Good~~inception, ~~Reason~~which ~~Voluntary~~are ~~Termination~~readily ~~Death~~convertible ~~Disability~~to ~~Change~~known amounts of cash and which, in ~~Control~~the ~~Mou~~opinion ~~Zhi~~of ~~Cong~~management, ~~Basic~~are ~~salary~~subject -to an insignificant risk of loss in value. At August 31, 2016 and 2015, the Company had $196,715 and $32,678 in cash and cash equivalents, respectively.

49Financial Instruments

~~Table~~The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of ~~Contents~~three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

~~Employment~~The ~~Agreements~~three levels of the fair value hierarchy are described below:

OnLevel July 15, 2015, the Company and Elton F. Norman executed an executive employment agreement, whereby Mr. Norman would serve as Chief Financial Officer of the Company. The term of the agreement is two years with an annual base salary of Seven Thousand, Two Hundred Dollars ($7,200), with provisions for a bonus, expenses and additional benefits. In the event of termination without cause or for good reason, Mr. Norman would be entitled to one month’s salary during the first year of employment and two month’s salary during the second year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.1

OnLevel ~~July~~1 ~~15,~~applies ~~2015,~~to ~~the~~assets ~~Company~~or ~~and~~liabilities ~~Mahesh~~for ~~Narayanan~~which ~~executed~~there anare ~~executive~~quoted ~~employment~~prices ~~agreement,~~in ~~whereby~~active ~~Mr.~~markets ~~Narayanan would serve as Chief Operating Officer of the Company. The term of the agreement is two years with an annual base salary of Twenty-Five Thousand Dollars ($25,000), with provisions~~ for aidentical ~~bonus,~~assets ~~expenses and additional benefits. In the event of termination without cause~~ or ~~for good reason, Mr~~liabilities. Narayanan would be entitled to one month’s salary during the first year of employment and two month’s salary during the second year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.

OnLevel July 15, 2015, the Company and Dr. Daniel Achinko executed an executive employment agreement, whereby Dr. Achinko would serve as Vice President of Biofromatics of the Company. The term of the agreement is two years with an annual base salary of Twenty-Five Thousand Dollars ($25,000), with provisions for a bonus, expenses and additional benefits. In the event of termination without cause or for good reason, Dr. Achinko would be entitled to one month’s salary during the first year of employment and two month’s salary during the second year of employment in addition to any bonus. The executive employment agreement include the standard non-compete and confidentiality provisions.2

OnLevel ~~July~~2 ~~15,~~applies ~~2015,~~to ~~the~~assets ~~Company~~or ~~and~~liabilities ~~Anton~~for ~~Dormer executed~~which anthere ~~executive~~are ~~employment~~inputs ~~agreement,~~other ~~whereby~~than ~~Mr.~~quoted ~~Dormer would~~prices ~~serve~~that asare ~~Chief~~observable ~~Scientific~~for ~~Officer of~~ the ~~Company. The~~asset ~~term~~or ofliability ~~the~~such ~~agreement~~as isquoted ~~two~~prices ~~years~~for ~~with~~similar anassets ~~annual~~or ~~base~~liabilities ~~salary~~in ofactive ~~Twelve~~markets; ~~Thousand~~quoted ~~Dollars~~prices ~~($12,000), with provisions~~ for aidentical ~~bonus,~~assets ~~expenses~~or ~~and~~liabilities ~~additional~~in ~~benefits. In~~markets ~~the~~with ~~event~~insufficient ofvolume ~~termination without cause~~ or ~~for~~infrequent ~~good~~transactions ~~reason,~~(less ~~Mr.~~active ~~Dormer would~~markets); beor ~~entitled~~model-derived tovaluations ~~one~~in ~~month’s~~which ~~salary~~significant ~~during~~inputs ~~the~~are ~~first~~observable ~~year~~or ofcan ~~employment~~be ~~and~~derived ~~two~~principally ~~month’s~~from, ~~salary~~or ~~during~~corroborated ~~the second~~by, ~~year~~observable ofmarket ~~employment in addition to any bonus~~data. ~~The executive employment agreement include the standard non-compete and confidentiality provisions.~~

~~Stock~~Level ~~Awards Plan~~3

~~The~~Level ~~company~~3 ~~has~~applies ~~not~~to ~~adopted~~assets aor ~~Stock~~liabilities ~~Awards~~for ~~Plan,~~which ~~but~~there ~~may~~are dounobservable soinputs into the ~~future.~~valuation ~~The~~methodology ~~terms~~that are significant to the measurement of ~~any~~the ~~such~~fair ~~plan~~value ~~have~~of ~~not~~the ~~been~~assets ~~determined~~or liabilities.

~~Legal~~The ~~Proceedings~~Company's financial instruments consist of cash, accounts payable and accrued liabilities and amount due to related party. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the fair values of all of our other financial instruments approximate their carrying values current because of their nature and respective maturity dates or durations.

~~The~~Concentrations ~~Company~~of isCredit ~~not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.~~Risk

NoThe ~~director,~~Company's ~~officer,~~financial orinstruments ~~affiliate~~that ofare ~~the~~exposed ~~Company~~to ~~and~~concentrations ~~no owner~~ of ~~record~~credit orrisk ~~beneficial~~primarily ~~owner~~consist of ~~more~~its ~~than~~cash 5and cash equivalents.0% ofThe ~~the~~Company ~~securities~~places ofits ~~the~~cash ~~Company,~~and orcash ~~any~~equivalents ~~associate~~with financial institutions of ~~any~~high ~~such~~credit ~~director~~worthiness. At times, ~~officer~~its orcash ~~security~~and ~~holder~~cash isequivalents with a ~~party~~particular ~~adverse~~financial toinstitution ~~the~~may ~~Company~~exceed orany ~~has~~applicable agovernment ~~material~~insurance ~~interest~~limits. ~~adverse~~The Company's management plans to assess the ~~Company~~financial instrength ~~reference~~and credit worthiness of any parties to ~~pending~~which ~~litigation~~it extends funds, and as such, it believes that any associated credit risk exposures are limited.

~~ITEM 12. – SECURITY OWNERSHIP OF CERTAIN BENEFITICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~F-7

~~Security~~Property ~~Ownership of Certain Beneficial Owners~~ and ~~Management and Related Stockholder Matters~~Equipment

~~The~~Property ~~following~~and ~~table~~equipment ~~sets~~are ~~forth~~stated ~~certain~~at ~~information~~cost ~~regarding~~less ~~beneficial~~accumulated ~~ownership~~depreciation of our common shares as of August 31, 2015, by: (i) each person who is known by the Company to own beneficially more than 5% of our common shares; (ii) each director of the Company; (iii) each of the Named Executive Officers; and ~~(iv)~~are ~~all~~depreciated ~~directors~~using ~~and executive officers of~~ the ~~Company as a group. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d~~straight-3line ~~under~~method ~~the~~over ~~Exchange Act, and~~ the ~~information~~assets’ isestimated ~~not~~useful ~~necessarily indicative of beneficial ownership for any other purpose~~lives. ~~The~~ ~~Company~~Principal ~~believes~~useful ~~that~~lives ~~each~~are ~~individual or entity named has sole investment and voting power with respect to the securities indicated~~ as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The “Number of Common Shares Beneficially Owned” in calculated based on total shares held plus warrants held (plus stock options entitled to exercise). The aggregate of these items, which totals 100,801,045, will be used as the denominator for the percentage calculation below.follows:

50Equipment 5 years

~~Table~~Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements that increase the useful life or increase the productive capacity of ~~Contents~~the asset are capitalized.

~~Unless~~Intangible otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Immage Biotherapeutics Corp., 10411 Motor City Dr., Bethesda, MD 20817.Assets

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percentage Beneficially Owned (1)
5% Owners
Coventry International Limited (2)		60,058,909		59.58	%
Officers and Directors
Mou Zhi Cong		0		0	%
Elton Dormer		0		0	%
Anton Dormer		0		0	%
Mahesh Narayanan		0		0	%
All executive officers and directors as a group (four persons)(2)(3)		0		0	%

Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.

(1)	Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock.
(2)	Coventry International Limited is controlled by Lin Peng Dong and has its address at Flat A, 7th Floor, Winner Commercial Building, 401-3 Lockhart Road, Causeway Bay, Hong Kong.

Intangible assets are amortized annually on a straight-line basis at the following rates:

~~DESCRIPTION~~Patents OF20 ~~SECURITIES~~years

~~Our~~Impairment ~~authorized~~or ~~capital~~Disposal ~~stock consists~~ of 200,000,000 shares of Common Stock, par value $.001 per share. The following statements relating to the capital stock set forth the material terms of our securities; however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the Certificate of Incorporation, amendment to the Certificate of Incorporation and the ByLong-~~laws,~~Lived ~~copies of which are filed as exhibits to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on December 10, 2012.~~Assets

~~COMMON~~At ~~STOCK~~each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. The Company has evaluated the carrying values of its assets as of August 31, 2016 and 2015 and has determined that no impairment is required.

~~Holders~~Revenue of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.Recognition

The ~~Board~~Company ofrecognizes ~~Directors~~revenue ~~does~~when ~~not~~products atare ~~present~~fully ~~intend~~delivered toor ~~seek~~services ~~stockholder~~have ~~approval~~been ~~prior~~provided, tothe ~~any~~amount ~~issuance~~is offixed ~~currently~~or ~~authorized stock~~determinable, ~~unless~~persuasive ~~otherwise~~evidence ~~required~~of byan ~~law~~agreement orexists, ~~stock~~and ~~exchange~~collection ~~rules~~is reasonably assured.

51Stock-Based Compensation

~~Table~~ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of ~~Contents~~employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~DIVIDENDS~~The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

~~Dividends,~~To ~~if any~~date, ~~will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within~~ the ~~discretion~~Company ofhas ~~our~~not ~~Board~~adopted ofa ~~Directors.~~stock Weoption ~~presently~~plan ~~intend to retain all earnings, if any, for use in its business operations~~ and ~~accordingly,~~has ~~the Board of Directors does~~ not ~~anticipate~~granted ~~declaring~~ any ~~dividends~~stock ~~prior to a business combination~~options.

~~TRANSFER AGENT~~F-8

~~Columbia~~Income ~~Stock Transfer Company 1869 E Seltice Suite 292, Post Falls, ID 83854 (208-664-3544) acts as transfer agent for our common stock.~~Taxes

~~ITEM~~The 13Company accounts for income taxes using an asset and liability approach to calculating deferred income taxes. -The ~~CERTAIN~~asset ~~RELATIONSHIPS~~and ~~AND~~liability ~~RELATED~~approach ~~TRANSACTIONS,~~requires ~~AND~~the ~~DIRECTOR~~recognition ~~INDEPENDENCE~~of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

~~During~~Net ~~the~~Loss ~~year~~per ~~ended~~Share ~~September 30, 2014, the Company received $22,116 as a loan from its previous shareholder. The loan is payable on demand, unsecured, and non-interest bearing. On May 8, 2015, the balance~~ of ~~the~~Common ~~loan was forgiven by the previous shareholder and was recorded as additional paid-in capital.~~Stock

~~During~~The ~~the~~Company ~~period~~has ~~ended~~adopted ~~August~~ASC 31Topic 260, ~~2015~~"Earnings per Share," ("EPS") which requires presentation of basic EPS on the ~~Company~~face ~~had~~of ~~received~~the ~~$41,059~~income asstatement for all entities with complex capital structures and requires a ~~loan~~reconciliation ~~from~~of ~~current~~the ~~shareholder~~numerator and $6denominator of the basic EPS computation. In the accompanying financial statements,~~850~~ asbasic aearnings ~~loan~~(loss) ~~from~~per ashare ~~company~~is ~~owned~~computed by ~~current~~dividing ~~shareholder.~~net ~~Those~~loss ~~loans~~by ~~are~~the ~~payable~~weighted onaverage ~~demand,~~number ~~unsecured,~~of ~~and~~shares ~~non-interest~~of ~~bearing~~common stock outstanding during the period.

~~ITEM~~The ~~14. -~~Company ~~PRINCIPAL~~has ~~ACCOUNTING~~no ~~FEES~~potentially ~~AND~~dilutive ~~SERVICES~~securities, such as options or warrants, currently issued and outstanding.

Effective August 3, 2015, the Registrant dismissed PLS CPA, A Professional Corporation ("PLS"), which did audit Registrant's year-end financial statements for the year ended September 30, 2014, and performed procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q. The change in the Registrant's auditors was recommended and approved by the Board of Directors of the Registrant.Reclassifications

OnCertain ~~July~~prior ~~10, 2015, the Registrant engaged MaloneBailey, LLP, as its independent registered audit firm to audit the Registrant's financial statements for the fiscal~~ year ~~ended~~amounts ~~August~~have ~~31,~~been ~~2015~~reclassified ~~and~~ to ~~perform~~conform ~~procedures related to the financial statements included in the Registrant's quarterly reports on Form 10-Q, beginning~~ with the ~~quarter~~current ~~ending~~year ~~June 30, 2015~~presentation.

~~Aggregate~~Research ~~fees billed to us for the fiscal years ended August 31, 2015~~ and ~~September 30, 2014 by our independent registered public accounting firms are as follows:~~development

Types of Fees	2015		2014
Audit Fees (1)	$	7,500*	$	7,500
Audit Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—

Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the year ended August 31, 2016 and the period ended August 31, 2015, $62,221 and $0, respectively was expensed as research and development costs.

*$4,000Recent ~~attributed~~Accounting to PLS and $3,500 to MaloneBailey, LLP. (1) This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit of the annual financial statements or the reviews of the interim financial statements.Pronouncements

52The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements.

~~Table~~NOTE of3 ~~Contents~~– GOING CONCERN

~~PART~~The IVCompany’s interim 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 deficit of $149,232, and accumulated deficit of $302,832. 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.

~~ITEM~~The 15Company 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 ~~EXHIBITS~~can ~~AND~~be ~~FINANCIAL~~no ~~STATEMENT~~assurance ~~SCHEDULES~~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.

Exhibit Number	Description
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..
3.3	Revised Bylaws of Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on form 8-K filed with the SEC on September 10, 2015.
10.1	Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax,, Inc., dated June 4, 2015, incorporated by reference 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, incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.3	Memorandum of Understanding by and between the Company and Howard University, dated July 10, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.4	Executive Employment Agreement with Mahesh Narayanan, dated July 15, 2015, incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.5	Executive Employment Agreement with Elton Norman, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.6	Executive Employment Agreement with Anton Dormer, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
10.7	Executive Employment Agreement with Daniel Achinko, dated July 15, 2015 incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2015.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)
31.2	Certification of Principal Financial & Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act. (filed herein)
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)
32.2	Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (filed herein)

F-9

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.LAB		XBRL Taxonomy Labels Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document
101.DEF		XBRL Definition Linkbase Document

NOTE 4 – EQUIPMENT

	August 31, 2016			August 31, 2015
Equipment	$	41,055		$	41,055
Less accumulated depreciation		(8,897	)		(685	)
	$	32,158		$	40,370

~~Table~~For ofthe ~~Contents~~year ended August 31, 2016 and period ended August 31, 2015, depreciation expense was $8,212 and $685, respectively.

~~SIGNATURES~~NOTE 5 – INTANGIBLE ASSETS

Pursuant to the requirements of Section 13 or 15(d) 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.

	August 31, 2016			August 31, 2015
Patent	$	6,293		$	6,293
Less accumulated amortization		(395	)		(79	)
	$	5,898		$	6,214

~~IMMAGE~~For ~~BIOTHERAPEUTICS~~the ~~CORP~~year ended August 31, 2016 and period ended August 31, 2015, amortization expense was $316 and $79, respectively.

Dated: November 3, 2015
By:	/s/ Mou Zhi Cong
Name:	Mou Zhi Cong
Title:	President, Chief Executive Officer and Director

NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS

Dated: November 3, 2015
By:	/s/ Elton Norman
Name:	Elton Norman, CPA
Title:	Chief Financial Officer (Principal Accounting Officer)

During the year ended September 30, 2014, the Company received $22,116 as a loan from its previous shareholder. The loan is payable on demand, unsecured, and non-interest bearing. On May 8, 2015, the balance of the loan was forgiven by the previous shareholder and was recorded as additional paid in capital.

~~Pursuant~~During to the ~~requirements~~period ofended August 31, 2015, the ~~Securities~~Company ~~Exchange~~had ~~Act~~received $839 as a loan from one of ~~1934,~~the ~~this~~Company’s ~~report~~current ~~has~~officers. ~~been~~The ~~signed~~loan ~~below~~was forgiven by the ~~following~~officer ~~persons~~during in the ~~capacities~~period and onrecorded ~~the~~as ~~dates~~additional ~~indicated~~paid in capital.

Signatures	Title	Date
/s/ Mou Zhi Cong	Chief Executive Officer, Director	November 3, 2015
Mou Zhi Cong
/s/ Elton Norman	Chief Financial Officer, Director	November 3, 2015
Elton Norman
/s/ Anton Dormer	Chairman of the Board of Directors	November 3, 2015
Anton Dormer
/s/ Mahesh Narayanan	Director	November 3, 2015
Mahesh Narayanan

During the year ended August 31, 2016 and the period ended August 31, 2015, the Company received an advance of $6,358 and $41,059, respectively from the Company’s CEO by the way of loan for payment of Company’s operating expenses and repaid $6,358 and $0, to the CEO, respectively. As at August 31, 2016 and August 31, 2015, the Company was obligated to the CEO, for an unsecured, non-interest bearing demand loan with a balance of $41,059 and $41,059, respectively.

54During the year ended August 31, 2016 and the period ended August 31, 2015, the Company received an advance of $4,858 and $6,850 from a significant shareholder by the way of loan for payment of Company’s operating expenses. As at August 31, 2016 and August 31, 2015, the Company was obligated to the said shareholder, for an unsecured, non-interest bearing demand loan with a balance of $11,708 and $6,850, respectively.

~~Table~~During the year ended August 31, 2016 the Company borrowed and repaid $100 to the Company CFO for purpose of ~~Contents~~opening a Company bank account.

~~IMMAGE~~On ~~BIOTHERAPEUTICS~~September ~~CORP~~21, 2015, a significant shareholder loaned the Company $375,000 by way of a promissory note. The promissory note matures on December 31, 2017, and bears interest at a rate of 2% per annum compounding quarterly. No payments are required until December 31, 2017. During the period ended August 31, 2016, this note was revoked (see note #7).

~~(An~~NOTE ~~Exploration~~7 ~~Stage~~– ~~Company)~~CAPITAL STOCK

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

~~For~~On ~~the~~June ~~years~~4, ~~ended~~2015, ~~August~~the 31Company issued 42,943,521 ~~2015~~common ~~and~~shares ~~2014~~to an unaffiliated company for a patent of $6,293

On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder purchased 3,600,000 common shares for $0.125 per share. On June 22, 2015, $75,000 was received by the Company and 600,000 common shares were issued to this shareholder. The remaining $375,000 for 3,000,000 subscribed common shares was recorded as subscription receivable as at August 31, 2015. On September 21, 2015, the Company cancelled this transaction and entered into a promissory note with the significant shareholder (~~Expressed~~see note #6). On January 18, 2016, the Company and a significant shareholder decided to revoke the promissory note of $375,000 dated September 21, 2015. The parties elected that the funds of $375,000 provided by the significant shareholder to the Company would be in USsatisfaction ~~Dollars)~~and completion of the subscription agreement entered into on June 8, 2015. Upon revocation of the promissory note it was agreed upon to issue a total of 3,000,000 shares for the total consideration of $375,000 which was received in October 2015.

55As of August 31, 2016 and 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

~~Table of Contents~~F-10

~~Report~~NOTE of8 ~~Independent~~– ~~Registered~~INCOME ~~Public Accounting Firm~~TAXES

ToThe Company provides for income taxes under ASC 740, "Income Taxes." Under the ~~Board~~asset and liability method of ~~Directors~~ASC 740, deferred tax assets and ~~Stockholders~~liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

~~Immage~~The ~~Biotherapeutics~~provision ~~Corp.~~for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

Bethesda, MD

	Year Ended			Eleven Months Ended
	August 31, 2016			August 31, 2015
Federal income tax benefit attributable to:
Current Operations		73,602			18,315
Less: Valuation Allowance		(73,602	)		(18,315	)
Net provisions for Federal income taxes		-			-

WeNet ~~have~~deferred ~~audited~~tax ~~the~~assets ~~accompanying~~consist ~~balance sheets~~ of ~~Immage Biotherapeutics Corp. (~~the ~~“Company”)~~following components as of August 31, 2015 and the related statements of operations, stockholders’ equity and cash flows for the period from October 1, 2014 through August 31, 2015. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. :

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

	August 31, 2016			August 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover		102,963			29,361
Less: valuation allowance		(102,963	)		(29,361	)
Net deferred tax asset		-			-

InDue ~~our~~to ~~opinion,~~ the ~~financial~~change ~~statements~~in ~~referred~~ownership toprovisions ~~above~~of ~~present~~the ~~fairly,~~Income inTax ~~all~~laws ~~material~~of ~~respects~~United States of America, ~~the~~net ~~financial~~operating ~~position~~loss carry forwards of ~~Immage~~$302,832, ~~Biotherapeutics~~which ~~Corp.~~expire ascommencing ofin ~~August~~fiscal 312036, ~~2015~~for ~~and~~federal ~~the~~income ~~results~~tax ofreporting ~~their~~purposes ~~operations~~are ~~and~~subject ~~their~~to ~~cash~~annual ~~flows~~limitations. ~~for~~When ~~the~~a ~~period~~change ~~from~~in ~~October~~ownership 1occurs, ~~2014~~net ~~through~~operating ~~August~~loss ~~31,~~carry ~~2015,~~forwards may be limited as to use in ~~conformity~~future ~~with~~years. ~~accounting~~The ~~principles~~Company’s ~~generally~~tax ~~accepted~~returns inhave been examined up to the ~~United~~current ~~States~~required ofdate. ~~America~~No tax returns are currently being examined by the IRS.

~~The~~NOTE ~~financial~~9 ~~statements~~– ~~have~~COMMITMENTS been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/~~On ~~MaloneBailey~~December 10, ~~LLP~~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 August 31, 2016, no milestones resulting in bonus payments have occurred.

~~MALONEBAILEY~~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, ~~LLP~~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.

~~www~~On November 3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc.~~malonebailey~~ for DP Clinical to provide clinical review services to the Company for submissions to the FDA.~~com~~ The term of the agreement is five (5) years. No charges have been incurred under this agreement to date and each engagement will be by work order, which will be billed at such time.

~~Houston,~~NOTE ~~Texas~~10 – SUBSEQUENT EVENTS

~~November~~On 3June 2, ~~2015~~2016, the Company entered into a License Agreement with PepVax, Inc., that granted the Company a provisional patent in exchange for 5,000,000 shares of the Company’s common stock. The agreement was considered executed upon the issuances of shares on October 10, 2016 as payment on the provisional patent. The provisional patent was filed on behalf of PepVax by an officer and significant shareholder PepVax, Inc. who is also an officer of the Company.

56On September 28, 2016, the Company entered into an agreement with ToxPlus Consulting, LLC, for ToxPlus to provide consulting services to the Company in connection with the company’s submission of its pre IND package to the Food and Drug Administration (FDA). To term of the agreement is one (i) year at a rate of $240 per hour, plus travel expenses, if any, for ToxPlus’ services.

~~Table~~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 ~~Contents~~the agreement is five (5) years. No charges have been incurred under this agreement to date and each engagement will be by work order, which will be billed at such time.

~~IMMAGE BIOTHERAPEUTICS CORP.~~ F-11

(Formerly EPICURE CHARCOAL, INC.)

BALANCE SHEETS

	August 31,			September 30,
	2015			2014
ASSETS
Current Assets
Cash and cash equivalents	$	32,678		$	2,342
Prepaid expenses		904			-
Total Current Assets		33,582			2,342
Equipment, net		40,370			-
Intangible assets, net		6,214			-
TOTAL ASSETS	$	80,166		$	2,342
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$	3,493		$	1,841
Loans from related parties		47,909			22,116
Total Current Liabilities		51,402			23,957
Stockholders' Equity (Deficit)
Common stock: 200,000,000 authorized; $0.001 par value
143,744,566 and 100,201,045 shares issued and outstanding, respectively		100,807			100,201
Common stock subscribed		3,000			-
Additional paid-in capital		386,313			(89,329	)
Subscriptions receivable		(375,000	)		-
Accumulated deficit		(86,356	)		(32,487	)
Total Stockholders' Equity (Deficit)		28,764			(21,615	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	80,166		$	2,342

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

Table of Contents

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF OPERATIONS

	Eleven Months Ended						Years Ended
	August 31,						September 30,
	2015			2014			2014			2013
				(Unaudited)
Operating Expenses
General and administrative	$	10,969		$	3,728		$	3,728		$	3,116
Professional fees		42,900			14,572			14,827			8,895
Total operating expenses		53,869			18,300			18,555			12,011
Loss before income tax		(53,869	)		(18,300	)		(18,555	)		(12,011	)
Income tax provision		-			-			-			-
Net loss	$	(53,869	)	$	(18,300	)	$	(18,555	)	$	(12,011	)
Basic and dilutive loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		101,994,394			598,818,619			561,289,638			1,365,000,000

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

Table of Contents

IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

										Common
	Common Stock						Additional			Stock		Subscriptions			Accumulated
	Shares			Amount			Paid-in Capital			Subscribed		Receivable			Deficit			Total
Balance, September 30, 2012		1,365,000,000		$	1,365,000		$	(1,360,000	)	$	-	$	(5,000	)	$	(1,921	)	$	(1,921	)
Subscription Received, April 22, 2013		-			-			-			-		5,000			-			5,000
Net loss		-			-			-			-		-			(12,011	)		(12,011	)
Balance, September 30, 2013		1,365,000,000		$	1,365,000		$	(1,360,000	)	$	-	$	-		$	(13,932	)	$	(8,932	)
Common shares issued for cash at $0.04 per share on October 1, 2013		40,141,045			40,141			(34,259	)		-		-						5,882
Common Shares retired on February 6, 2014 for cash of $10		(1,304,940,000	)		(1,304,940	)		1,304,930			-		-						(10	)
Net loss		-			-			-			-		-			(18,555	)		(18,555	)
Balance, September 30, 2014		100,201,045		$	100,201		$	(89,329	)	$	-	$	-		$	(32,487	)	$	(21,615	)
Common shares issued for cash at $0.125 per share on June 22, 2015		600,000			600			74,400			-		-			-			75,000
Common shares issued for intangible assets		42,943,521			6			6,287			-		-			-			6,293
Common shares subscribed		-			-			372,000			3,000		(375,000	)		-			-
Loans forgiven by Previous shareholder		-			-			22,116			-		-			-			22,116
Loans forgiven by related party		-			-			839			-		-			-			839
Net loss		-			-			-			-		-			(53,869	)		(53,869	)
Balance, August 31, 2015		143,744,566		$	100,807		$	386,313		$	3,000	$	(375,000	)	$	(86,356	)	$	28,764

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

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IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

STATEMENTS OF CASH FLOWS

	Eleven Months Ended						Years Ended
	August 31,						September 30,
	2015			2014			2014			2013
				(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(53,869	)	$	(18,300	)	$	(18,555	)	$	(12,011	)
Adjustments to reconcile net loss to net cash from operating activities:
Amortization expense		79			-			-			-
Depreciation expense		685			-			-			-
Changes in operating assets and liabilities:
Prepaid expenses		(904	)		-			-			-
Accounts payable and accrued liabilities		1,652			686			941			150
NET CASH USED IN OPERATING ACTIVITIES		(52,357	)		(17,614	)		(17,614	)		(11,861	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		(41,055	)		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		(41,055	)		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from related parties		48,748			-			-			-
Loans from previous related party		-			12,053			12,053			9,062
Payment to previous related party		-			(5,184	)		(5,184	)		-
Proceeds from sale of common stock		75,000			5,882			5,882			-
Payment to retired common stock		-			(10	)		(10	)		-
Subscription Receivable		-			-			-			5,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		123,748			12,741			12,741			14,062
Net increase (decrease) in cash and cash equivalents		30,336			(4,873	)		(4,873	)		2,201
Cash and cash equivalents, beginning of period		2,342			7,215			7,215			5,014
Cash and cash equivalents, end of period	$	32,678		$	2,342		$	2,342		$	7,215
Supplemental cash flow information
Cash paid for interest	$	-		$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-		$	-
Non-cash investing and financing activities:
Loans forgiven by previous shareholder	$	22,116		$	-		$	-		$	-
Loans forgiven by related party	$	839		$	-		$	-		$	-
Subscription receivable	$	375,000		$	-		$	-		$	-
Common shares issued for intangible assets	$	6,293		$	-		$	-		$	-

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

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IMMAGE BIOTHERAPEUTICS CORP.

(Formerly EPICURE CHARCOAL, INC.)

NOTES TO THE FINANCIAL STATEMENTS

August 31, 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. On September 8, 2015, the Company changed its fiscal year end to August 31, 2015.

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”.

Following the merger, 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. 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 $40,000 equipment. Following the commencement of the implementation of the business plan and the purchase of equipment, Immage Biotherapeutics ceased being a shell company.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and are presented in US dollars.

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.

Cash and cash equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. At August 31, 2015 and September 30, 2014, the Company had $32,678 and $2,342 in cash and cash equivalents, respectively.

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Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist of cash, accounts payable and accrued liabilities and amount due to related party. Pursuant to ASC 820, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the fair values of all of our other financial instruments approximate their carrying values current because of their nature and respective maturity dates or durations.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows:

Equipment 5 years

Normal maintenance and repairs for equipment are charged to expense as incurred, while significant improvements that increase the useful life or increase the productive capacity of the asset are capitalized.

Intangible Assets

Intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.

Intangible assets are amortized annually on a straight-line basis at the following rates: Patents - 20 years.

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Impairment or Disposal of Long-Lived Assets

At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. The Company has evaluated the carrying values of its assets as of August 31, 2015 and has determined that no impairment is required.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation

ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

The Company accounts for income taxes using an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

Net Loss per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

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.

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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 deficiency of $17,820, an accumulated deficit of $86,356. The Company does not have a source of revenue sufficient to cover its operational costs raising substantial doubt about its ability 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. There can be no assurance that the Company will be successful in this in order to continue as a going concern.

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.

NOTE 4 – EQUIPMENT

	August 31, 2015			September 30, 2014
Equipment	$	41,055		$	-
Less accumulated depreciation		(685	)		-
	$	40,370		$	-

For the eleven months ended August 31, 2015 and years ended September 30, 2014 and 2013, depreciation expense was $685, $0 and $0, respectively.

NOTE 5 – INTANGIBLE ASSETS

	August 31, 2015			September 30, 2014
Patent	$	6,293		$	-
Less accumulated amortization		(79	)		-
	$	6,214		$	-

For the eleven months ended August 31, 2015 and years ended September 30, 2014 and 2013, depreciation expense was $79, $0 and $0, respectively.

NOTE 6 – LOAN PAYABLE – RELATED PARTY LOANS

During the period ended August 31, 2015, the Company had received $41,059 as a loan from current shareholder and $6,850 as a loan from a company owned by current shareholder. Those loans are payable on demand, unsecured, and non-interest bearing.

During the period ended August 31, 2015, the Company had received $839 as a loan from one of the Company’s current officers. The loan was forgiven by the officer during the period.

NOTE 7 – CAPITAL STOCK

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

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On February 25, 2014 the Board of Directors and the consenting stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to effect a forward split of all issued and outstanding shares of common stock, at a ratio of 273:1 (the "Forward Stock Split"). The Forward Stock Split became effective on January 31, 2015. The Company’s common stock was retroactively adjusted to give effect to 273:1 forward stock split.

On October 1, 2013 the company issued 40,141,045 common shares for cash of $5,882.

On February 6, 2014, 1,304,940,000 founder's shares were retired for cash of $10.

On June 4, 2015, the Company issued 42,943,521 common shares to an unaffiliated company for a patent of $6,293.

On June 8, 2015, the Company entered into a subscription agreement with its major shareholders. Pursuant to the agreement, this shareholder will 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.

As of August 31, 2015, the Company has not granted any stock options and has not recorded any stock-based compensation.

NOTE 8 – INCOME TAXES

The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

	Eleven Months Ended								Years Ended
	August 31,								September 30,
	2015				2014				2014				2013
Federal income tax benefit attributable to:
Current Operations		$	18,315			$	6,222			$	6,309			$	4,084
Less: Valuation Allowance			(18,315	)			(6,222	)			(6,309	)			(4,084	)
Net provisions for Federal income taxes		$	-			$	-			$	-			$	-

Net deferred tax assets consist of the following components as of:

	August 31,			September 30,
	2015			2014
Deferred tax asset attributable to:
Net operating loss carryover	$	29,361		$	11,046
Less: valuation allowance		(29,361	)		(11,046	)
Net deferred tax asset	$	-		$	-

Due to the

								Common
	Common Stock				Additional			Stock			Subscriptions			Accumulated
	Shares		Amount		Paid-in Capital			Subscribed			Receivable			Deficit			Total

Balance, September 30, 2014		100,201,045	$	100,201	$	(89,329	)	$	-		$	-		$	(32,487	)	$	(21,615	)

Common shares issued for cash at $0.125 per share on June 22, 2015		600,000		600		74,400			-			-			-			75,000
Common shares issued for intangible assets		42,943,521		42,944		(36,651	)											6,293
Common shares subscribed		-		-		372,000			3,000			(375,000	)		-			-
Loans forgiven by Previous shareholder						22,116												22,116
Loans forgiven by related party						839												839
Net loss		-		-		-			-			-			(53,869	)		(53,869	)

Balance, August 31, 2015		143,744,566	$	143,745	$	343,375		$	3,000		$	(375,000	)	$	(86,356	)	$	28,764

Common shares subscribed - cancelled		-		-		(372,000	)		(3,000	)		375,000			-			-
Common shares issued for cash at $0.125 per share		3,000,000		3,000		372,000			-			-			-			375,000
Net loss		-		-		-			-			-			(216,476	)		(216,476	)

Balance, August 31, 2016		146,744,566		146,745		343,375			-			-			(302,832	)		187,288

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Award ($)	Option Award ($)	Non Equity Inventive Plan Compens-aton ($)	Change in Pension Value and Non Qualified Deferred Compensation Earnings ($)	All Other Compens-ation ($)	Total ($)
Mou Zhi Cong*	2015	0	0	0	0	0	0	0	0
	2014	0	0	0	0	0	0	0	0
William Alex Robertson**	2015	0	0	0	0	0	0	0	0
	2014	0	0	0	0	0	0	0	0

Filing Compare · IMMAGE BIOTHERAPEUTICS CORP.