UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~November~~February 3028, ~~2016~~2017

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

For the transition period from _________ to _________

333-185368

Commission File Number

IMMAGE BIOTHERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

Nevada		68-0682040
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10411 Motor City Dr., Suite 750Bethesda, MD		20817
10411 Motor City Dr., Suite 750 Bethesda, MD		20817
(Address of principal executive offices)		(Zip Code)

(~~866~~443) ~~692~~961-~~2939~~1185

(Registrant's telephone number, including area code)

~~______________________________________________________________~~ ___________________________________________________________

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

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~December~~April 303, ~~2016~~2017, Immage Biotherapeutics Corp. had 151,744,566 shares of common stock issued and outstanding.

Table of Contents

PART I -- FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	3

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	8

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	12

ITEM 4.	CONTROLS AND PROCEDURES.	12

PART II -- OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	13

ITEM 1A.	RISK FACTORS.	13

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	13

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	13

ITEM 4.	MINE SAFETY DISCLOSURES.	13

ITEM 5.	OTHER INFORMATION.	13

ITEM 6.	EXHIBITS.	14

SIGNATURES		15

~~Item~~IMMAGE 1.BIOTHERAPEUTICS ~~Financial Statements~~CORP.

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

BALANCE SHEETS

~~The accompanying notes are an integral part of these unaudited financial statements.~~ (Unaudited)

3 Table of Contents

	February 28,			August 31,
	2017			2016
	*(Unaudited)*
ASSETS
Current Assets
Cash and cash equivalents	$	53,687		$	196,715
Prepaid expenses		3,333			8,333
Total Current Assets		57,020			205,048

Equipment, net of depreciation of $4,106 and $8,212 as of February 28, 2017 and August 31, 2016, respectively		28,052			32,158
Intangible assets, net of amortization of $158 and $316 as of February 28, 2017 and August 31, 2016, respectively		5,740			5,898
TOTAL ASSETS	$	90,812		$	243,104

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	12,202		$	3,049
Loans from related parties		56,267			52,767
Total Current Liabilities		68,469			55,816
TOTAL LIABILITIES	$	68,469		$	55,816

Stockholders' Equity
Common stock: 200,000,000 authorized; $0.001 par value 151,744,566 and 146,744,566 shares issued and outstanding, respectively		151,745			146,745
Additional paid-in capital		1,888,375			343,375
Accumulated deficit		(2,017,777	)		(302,832	)
Total Stockholders' Equity		22,343			187,288
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	90,812		$	243,104

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

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

~~The~~3 ~~accompanying~~Table ~~notes are an integral part~~ of ~~these unaudited financial statements.~~Contents

4IMMAGE ~~Table~~BIOTHERAPEUTICS ~~of Contents~~CORP.

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

STATEMENTS OF OPERATIONS

~~The accompanying notes are an integral part of these unaudited financial statements.~~(Unaudited)

5 Table of Contents

	Three Months Ended						Six Months Ended
	February 28,			February 29			February 28,			February 29,
	2017			2016			2017			2016

Revenues	$	-		$	-		$	-		$	-

Operating Expenses
Selling, general and administrative	$	24,374		$	27,292		$	52,336		$	47,889
Professional		14,025			7,628			31,849			21,057
Research and development		5,694			34,675			1,630,760			34,675
Total operating expenses		44,093			69,595			1,714,945			103,621

Net loss	$	(44,093	)	$	(69,595	)	$	(1,714,945	)	$	(103,621	)

Basic and dilutive net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		151,744,566			143,975,266			150,750,091			143,860,066

~~IMMAGE~~The ~~BIOTHERAPEUTICS~~accompanying ~~CORP~~notes are an integral part of these unaudited financial statements.

~~NOTES~~4 TOTable ~~THE~~of ~~FINANCIAL STATEMENTS~~Contents

~~November~~IMMAGE ~~30,~~BIOTHERAPEUTICS ~~2016~~CORP.

~~(Unaudited)~~STATEMENTS OF CASH FLOWS

~~NOTE 1 – NATURE OF OPERATIONS~~ (Unaudited)

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.

	Six Months ended			Six Months ended
	February 28,			February 29,
	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,714,945	)	$	(103,621	)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization and depreciation expenses		4,264			4,630
Common stock issued for research and development costs		1,550,000			-
Changes in operating assets and liabilities:
Prepaid expenses		5,000			904
Accounts payable and accrued liabilities		12,653			13,321
NET CASH USED IN OPERATING ACTIVITIES		(143,028	)		(84,766	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory note		-			375,000
Borrowings from related parties		-			11,316
Repayments to related parties		-			(6,458	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			379,858

Net increase (decrease) in cash and cash equivalents		(143,028	)		295,092
Cash and cash equivalents, beginning of period		196,715			32,678
Cash and cash equivalents, end of period	$	53,687		$	327,770

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
Revocation of note and issuance of common shares	$	-		$	375,000
Operating expenses paid by related parties on behalf of the Company	$	3,500		$	-

~~Immage~~The ~~Biotherapeutics~~accompanying isnotes aare ~~biotechnology~~an ~~company~~integral ~~developing~~part ~~cancer immunotherapy through the rapid and efficient development~~ of ~~cutting~~these ~~edge~~unaudited ~~immunotherapy~~financial ~~candidates using bioinformatics and outsourced laboratory resources~~statements.

~~NOTE~~5 2Table –of ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Contents

~~Basis~~IMMAGE ofBIOTHERAPEUTICS ~~Presentation~~CORP.

~~The~~NOTES ~~accompanying~~TO ~~unaudited~~THE ~~interim~~FINANCIAL financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, 2016 filed with the Securities and Exchange Commission on December 8, 2016.STATEMENTS

~~Research~~February ~~and~~28, ~~development~~2017

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

NOTE 31 – ~~GOING~~NATURE ~~CONCERN~~OF OPERATIONS

~~The~~Immage ~~Company’s~~Biotherapeutics ~~interim~~(“we”, ~~unaudited financial~~“our”, ~~statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates~~ the ~~realization~~“Company”) ofwas ~~assets~~incorporated ~~and the liquidation of liabilities~~ in the ~~normal~~State ~~course~~ of ~~business.~~Nevada ~~Currently,~~on ~~the~~June ~~Company has a working capital of $30~~21,~~512,~~ 2012 and ~~accumulated~~originally ~~deficit~~established ofa ~~$1,973,684.~~fiscal ~~The~~year ~~Company~~end ~~does not have a source~~ of ~~revenue~~September ~~sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern~~30. ~~These~~On ~~factors~~September 8, ~~among others~~2015, ~~raise~~the ~~substantial~~Company ~~doubt~~changed ~~about~~its ~~our~~fiscal ~~company’s~~year ~~ability~~end to ~~continue~~August ~~as a going concern~~31.

~~The~~Immage ~~Company~~Biotherapeutics ~~will~~is bea ~~dependent~~biotechnology ~~upon~~company ~~the~~developing ~~raising~~cancer ofimmunotherapy ~~additional capital~~ through ~~placement of our common stock or debt in order to implement its business plan. There can be no assurance that~~ the ~~Company~~rapid ~~will~~and beefficient ~~successful~~development inof ~~either~~cutting ~~situation~~edge inimmunotherapy ~~order~~candidates tousing ~~continue~~bioinformatics ~~as a going concern. The Company is funding its operations by way of share issuances~~ and ~~advances~~outsourced ~~from~~laboratory ~~related parties~~resources. ~~Management plans to seek additional funding to fund the operation of the Company’s business.~~

6NOTE ~~Table~~2 of– ~~Contents~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~NOTE~~Basis 4of ~~– LOAN PAYABLE – RELATED PARTY LOANS~~Presentation

~~During~~The ~~the~~accompanying ~~three~~unaudited ~~months~~interim ~~ended~~financial ~~November~~statements ~~30,~~of ~~2016,~~ the Company ~~received~~have anbeen ~~advance~~prepared ofin ~~$1,500~~accordance ~~from~~with aaccounting ~~significant~~principles ~~shareholder~~generally byaccepted in the ~~way~~United States of ~~loan~~America for ~~payment~~interim offinancial ~~Company’s~~information ~~operating~~and ~~expenses.~~in ~~During~~accordance with the ~~three~~instructions ~~months~~to ~~ended~~Form ~~November~~10-Q ~~30,~~and ~~2016~~Article 8 of Regulation S-X. Accordingly, they do not include all of the ~~Company’s~~information ~~Chief~~and ~~Executive~~footnotes ~~Officer~~required ~~loaned~~by anaccounting ~~amount~~principles togenerally accepted in the ~~Company~~United States of ~~$6,358~~America for ~~operating~~complete ~~expenses~~financial statements. In the opinion of management, ~~which~~all ~~was~~adjustments ~~repaid~~(consisting inof normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the ~~amount~~interim periods are not necessarily indicative of ~~$6,358~~the ~~during~~results to be expected for the ~~same~~full ~~period~~year. ~~Amounts~~For ~~owing~~further toinformation ~~said~~regarding ~~shareholder~~the ~~are~~Company's ~~unsecured,~~significant ~~non-interest~~accounting ~~bearing~~policies, refer to the audited financial statements and ~~due~~footnotes onthereto ~~demand.~~included ~~The~~in ~~total~~the ~~due~~Company's Annual Report on ~~all~~Form ~~related~~10-K ~~party~~for ~~loans~~the asyear ofended ~~November~~August 3031, 2016 isfiled ~~$54~~with the Securities and Exchange Commission on December 8,~~267~~ 2016.

~~NOTE~~Related 5party ~~– CAPITAL STOCK~~transactions

The Company ~~has~~accounts ~~authorized~~for ~~200,000,000~~and ~~common~~discloses ~~shares~~all ~~with~~related aparty ~~par~~transactions ~~value~~in ofaccordance ~~$0.001~~with ~~per~~ASC ~~share~~850 – Related Party Disclosure.

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

AsCosts incurred in connection with the development of ~~November~~new ~~30,~~products ~~2016~~and manufacturing methods are expensed as incurred. During the ~~Company~~six ~~has~~months ~~not~~ended ~~granted~~February ~~any~~28, ~~stock~~2017, ~~options~~$1,630,760 ~~and~~was ~~has~~expensed ~~not~~as ~~recorded~~research ~~any~~and ~~stock-based~~development ~~compensation~~costs.

NOTE 63 – ~~COMMITMENTS~~GOING CONCERN

OnThe ~~December~~Company’s ~~10,~~unaudited ~~2015,~~interim ~~the~~financial ~~Company~~statements ~~entered~~are ~~into~~prepared anin ~~agreement~~accordance with generally accepted accounting principles applicable to ~~receive~~a ~~consulting~~going concern. This contemplates the realization of assets and ~~development~~the ~~services~~liquidation ~~for~~of liabilities in the normal course of business. Currently, the Company has a ~~one-time~~working ~~fee~~capital deficit of $2411,~~000~~449, and ~~annual~~accumulated ~~compensation~~deficit of $152,~~000~~017,777. ~~paid~~The inCompany ~~monthly~~does ~~installments.~~not Inhave ~~addition~~a ~~the~~source ~~consultant~~of isrevenue ~~eligible~~sufficient to ~~receive~~cover ~~one~~its oroperation ~~more~~costs ~~bonus~~giving ~~payments~~substantial ~~dependent~~doubt onfor ~~the~~it ~~achievement~~to ofcontinue ~~certain~~as ~~developmental~~a ~~milestones~~going concern. AsThese offactors, ~~November~~among 30others, ~~2016,~~raise nosubstantial ~~milestones~~doubt ~~resulting~~about inour ~~bonus~~Company’s ~~payments~~ability ~~have~~to ~~occurred~~continue as a going concern. The unaudited interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company ~~has~~will ~~leased~~be andependent ~~office~~upon ~~for~~the araising ~~period~~of additional capital through placement of ~~five~~ ~~Years~~our ~~and~~common ~~the~~stock ~~lease~~or ~~payments~~debt ~~are~~in ~~scheduled~~order to beimplement ~~$200~~its ~~per~~business ~~month~~plan. InThere ~~addition,~~can be no assurance that the Company ~~has~~will ~~entered~~be ~~into~~successful ain ~~memorandum~~either ofsituation ~~understanding~~in order to ~~have~~continue ~~lab~~as ~~space~~a atgoing ~~Howard~~concern. ~~University~~The ~~for~~Company ais ~~period~~funding ofits ~~three~~operations ~~years.~~by ~~The~~way ~~space~~of isshare ~~currently~~issuances atand noadvances ~~cost~~from torelated ~~the~~parties. ~~Company~~Management ~~because~~plans weto ~~are~~seek ~~working~~additional onfunding ato ~~collaborative~~fund ~~research~~the ~~agreement~~operation ~~with~~of ~~Howard~~the ~~University~~Company’s business.

On6 ~~November~~Table ~~3, 2016, the Company entered into a master clinical services agreement with DP Clinical Inc. for DP Clinical to provide clinical review services to the Company for submissions to the FDA. The term~~ of ~~the agreement is five (5) years. Each engagement will be by work order, which will be billed at such time.~~Contents

~~7Table~~NOTE of4 ~~Contents~~– RELATED PARTY TRANSACTIONS

~~Item~~During 2.the ~~Management's~~six ~~Discussion~~months ~~and~~ended ~~Analysis~~February 28, 2017, Coventry International, Ltd, a greater than 10% shareholder of ~~Financial~~the ~~Condition~~Company, ~~and~~made ~~Results~~payments of ~~Operations~~$1,500 for payment of operating expenses on behalf of the Company. The total amount due to shareholder is $13,208. The amounts are unsecured, non-interest bearing, and due on demand.

~~This~~During ~~report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by~~ the ~~use~~six ofmonths ~~terms~~ended ~~such~~February ~~as "may~~28," ~~"will~~2017," ~~"expect," "believe," "anticipate," "estimate," "approximate" or "continue," or~~ the ~~negative~~Company’s ~~thereof.~~Chief WeExecutive ~~intend~~Officer ~~that~~made ~~such~~payments ~~forward-looking~~of ~~statements~~$2,000 ~~be subject to the safe harbors~~ for ~~such~~operating ~~statements.~~expenses ~~We wish to caution readers not to place undue reliance~~ on ~~any~~behalf ~~such forward-looking statements, which speak only as~~ of the ~~date made~~Company. ~~Any~~The ~~forward-looking~~total ~~statements~~amount ~~represent~~due ~~management's best judgment as~~ to ~~what~~shareholder ~~may~~is ~~occur~~$43,059. inThe ~~the~~amounts ~~future.~~are ~~However~~unsecured, ~~forward~~non-~~looking~~interest ~~statements are subject to risks~~bearing, ~~uncertainties~~ and ~~important~~due ~~factors~~on ~~beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected~~demand. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

WeThe ~~were~~total ~~incorporated~~due inon ~~the~~all ~~State~~related ofparty ~~Nevada~~loans 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~~February ~~with the Nevada Secretary of State whereby the Company entered into a statutory merger with its wholly-owned subsidiary~~28, ~~Immage~~2017 ~~Biotherapeutics~~is ~~Corp~~$56,267. ~~The result of which was that we changed our name to "Immage Biotherapeutics Corp."~~

On ~~June~~October 46, ~~2015~~2016, wethe ~~acquired~~Company aissued ~~one~~5,000,000 ~~hundred~~shares ~~percent~~of ~~(100%)~~common ~~interest~~stock into a ~~provisional~~related ~~patent~~party ~~application~~to ~~for~~acquire ~~certain~~a ~~technology~~provisional ~~known~~patent asvalued ~~"MAGE~~at A"$1,550,000, which ~~the~~has ~~Company~~been ~~believes~~expensed ~~will~~as beresearch ~~converted into a full patent once the in vitro~~ and ~~animal~~development ~~studies are completed~~costs. ~~This patent was acquired in exchange for the Company issuing a total of 42,943,521 shares of its common stock.~~

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

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

~~Immage~~On ~~Biotherapeutics~~October is6, a2016, ~~biotechnology~~the ~~company~~Company ~~developing~~issued ~~cancer~~5,000,000 ~~immunotherapy~~shares ~~through~~of ~~the~~common ~~rapid~~stock ~~and~~to ~~efficient~~acquire ~~development~~a ofprovisional ~~cutting~~patent, ~~edge~~valued ~~immunotherapy~~at ~~candidates~~$1,550,000, ~~using~~which ~~bioinformatics~~has ~~and~~been ~~outsourced~~expensed ~~laboratory~~as ~~resources~~research and development costs.

~~Immage~~As ~~Biotherapeutics~~of isFebruary ~~an early-stage biotechnology company developing novel immunotherapy biologics to treat various cancers. Immage Biotherapeutics' co-founder~~28, ~~Dr. Anton Dormer~~2017, isthe aCompany ~~leading~~has ~~expert~~not ingranted ~~peptide~~any ~~design~~stock options and ~~protein~~has ~~development~~not ~~through~~recorded ~~computational~~any ~~biology, having developed bioinformatics tools for cancer drug development. Co~~stock-~~founder~~based Mrcompensation. ~~Mahesh Narayanan is an experienced entrepreneur in the field of biotechnology, leading the business development strategies for Immage Biotherapeutics.~~

~~Immunotherapy,~~NOTE ~~which~~6 ~~encompasses~~– ~~vaccines,~~COMMITMENTS 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:

·On ~~make~~December 10, 2015, the ~~existing~~Company ~~therapies~~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 ~~effective;~~bonus payments dependent on the achievement of certain developmental milestones. As of February 28, 2017, no milestones resulting in bonus payments have occurred.

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

·On ~~reduce~~November 3, 2016, the ~~cost~~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 ~~immunotherapy~~the agreement is five (5) years. Each engagement will be by work order, which will be billed at such time. As of February 28, 2017, no billings have occurred to date.

8NOTE ~~Table~~7 – SUBSEQUENT ~~of Contents~~EVENTS

~~Immage~~On ~~Biotherapeutics~~March is29, ~~designed~~2017, toCoventry ~~enhance~~International, ~~this~~Ltd, ~~market~~a ~~with~~greater ~~its~~than ~~small~~10% ~~core~~shareholder of ~~key~~the ~~employees~~Company, ~~strong~~provided ~~outsourced~~the ~~partners,~~Company ~~and~~with a ~~large~~bridge ~~library~~loan of ~~marketable~~$20,000 ~~products~~to cover research expenses. The amount is unsecured, noninterest bearing, and due on demand.

~~Management~~7 ~~believes~~Table ~~that Immage Biotherapeutics has a method that allows for the rapid development~~ of key cancer immunotherapy candidates that could be licensed to the biotechnology and pharmaceutical industry, giving them opportunity to develop in vitro proven treatments, establishing credibility of our rapid development model.Contents

~~The~~Item ~~Company~~2. isManagement's ~~proceeding~~Discussion toand ~~complete~~Analysis ~~development~~ of ~~its~~Financial ~~lead~~Condition ~~pre-IND programs~~ and ~~enter~~Results ~~Phase~~of ~~I clinical trials with its first therapeutic candidate~~Operations.

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

~~Immage~~We ~~Biotherapeutics~~were ~~was~~incorporated ~~formed~~in tothe ~~develop,~~State ~~market,~~of ~~and~~Nevada ~~license~~as ~~its~~a ~~patented~~for ~~immunotherapy~~profit ~~candidate~~company ~~for~~on ~~MAGE~~June A21, ~~(see below)~~2012. ~~Since~~We ~~the~~initially ~~Company~~intended ~~will~~to ~~have~~sell acharcoal ~~small~~made ~~corporate~~from ~~footprint,~~hard ~~management~~wood ~~anticipates,~~for BBQs and restaurants but ~~cannot~~we ~~guarantee~~did not implement our business model. On May 21, ~~profitability~~2015, iswe ~~expected~~filed ~~within~~Articles ~~three~~of toMerger ~~four~~with ~~years~~the Nevada Secretary of ~~full~~State ~~operation,~~whereby ~~which~~the ~~began~~Company inentered ~~September~~into ~~2015.~~a ~~The~~statutory ~~cancer~~merger ~~immunotherapy~~with isits ~~proving~~wholly-owned tosubsidiary, beImmage aBiotherapeutics ~~significant~~Corp. ~~platform~~The ~~from~~result of which towas ~~launch~~that ~~additional~~we ~~product~~changed ~~lines~~our ~~targeting~~name ~~cancers~~to "Immage Biotherapeutics Corp."

~~Through~~On ~~anticipated~~June ~~various~~4, ~~agreements~~2015, ~~with~~we ~~companies~~acquired ina ~~the~~one ~~biotechnology~~hundred ~~and~~percent ~~pharmaceutical~~(100%) ~~industries,~~interest ~~management~~in ~~believes~~a ~~that~~provisional ~~Immage~~patent ~~Biotherapeutics~~application ~~will~~for becertain ~~able~~technology toknown ~~accelerate~~as ~~its~~"MAGE ~~entry~~A", ~~into~~which the ~~immunotherapy~~Company ~~development~~believes ~~market.~~will ~~The~~be ~~Company~~converted ~~will~~into ~~make~~ a ~~point~~full ofpatent ~~aggressively~~once ~~protecting~~the ~~its~~in ~~intellectual~~vitro ~~property,~~and ~~which~~animal isstudies ~~the~~are ~~foundation of the Company~~completed. ~~With~~This ~~the~~patent ~~use~~was ofacquired ~~proven~~in ~~bioinformatics~~exchange ~~tools,~~for ~~and~~ the ~~candidates~~Company ~~constructed,~~issuing ~~Immage~~a ~~Biotherapeutics~~total ~~will~~of be42,943,521 ~~able~~shares toof ~~enter~~its ~~the~~common ~~immunotherapy market via licensed agreements and research drug development contracts with pharmaceutical companies~~stock.

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

~~MAGE-A~~Our (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.Business

WeImmage ~~have~~Biotherapeutics ~~determined~~is ~~that MAGE-A-derived peptides and small proteins elicit~~ a ~~strong~~biotechnology incompany ~~vitro~~developing ~~T-cell~~cancer ~~response~~immunotherapy ~~against~~through ~~tumor~~the ~~cells.~~rapid ~~MAGE-A transcripts are more frequently expressed in breast~~ and ~~prostate~~efficient ~~carcinomas~~development ~~that can be recognized by autologous CTLs on the surface~~ of ~~tumor~~cutting ~~cells~~edge inimmunotherapy ~~association~~candidates ~~with~~using ~~various~~bioinformatics ~~classical~~and ~~HLA~~outsourced ~~(human~~laboratory ~~leukocyte antigen) molecules~~resources. ~~The HLA system is the locus of genes that encode for proteins on the surface of cells that are responsible for regulation of the immune system in humans.~~

~~Because~~Immage ~~the~~Biotherapeutics ~~MAGE~~is an early-Astage ~~genes~~biotechnology ~~are~~company ~~expressed~~developing innovel aimmunotherapy ~~variety~~biologics ofto ~~malignant~~treat ~~tissues~~various ~~and~~cancers. ~~absent~~Immage inBiotherapeutics' ~~normal~~co-founder, ~~tissues~~Dr. ~~other~~Anton ~~than~~Dormer, ~~the~~is ~~placenta~~a ~~and~~leading ~~testis,~~expert ~~their~~in ~~tumor-associated~~peptide ~~expression~~design ~~fusion~~and ~~proteins~~protein ~~provide~~development ~~potential~~through ~~implications~~computational asbiology, ~~targets~~having developed bioinformatics tools for ~~active~~cancer ~~immunotherapy~~drug development. ~~While~~Co-founder ~~the~~Mr. ~~actual~~Mahesh ~~functions~~Narayanan ofis ~~these~~an ~~proteins~~experienced ~~are~~entrepreneur ~~unknown,~~in ~~specific~~the ~~immunotherapies~~field ~~have~~of ~~already~~biotechnology, ~~been~~leading ~~initiated~~the inbusiness ~~melanoma~~development ~~patients~~strategies byfor ~~other~~Immage ~~parties~~Biotherapeutics.

~~Intellectual~~Immunotherapy, ~~Property~~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:

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

~~The~~· ~~Company's~~decrease ~~researchers~~the ~~continue~~time toit ~~work~~takes on this target, enabling continuity of innovation and promoting rapid progress going forward. Immage Biotherapeutics believes there is a strong possibility that new discoveries made by our scientific team and collaborators will be subject to ~~patent~~make ~~protection.~~cancer Intherapeutics; ~~addition to patent protection, Immage Biotherapeutics replies upon proprietary know-how, trade secret rules~~ and ~~regulations, and continuing technological advances to enhance and maintain its competitive position.~~

9· ~~Table~~reduce the cost of ~~Contents~~immunotherapy.

~~Therapeutic~~8 ~~and~~Table ~~Immuno-adjuvant~~of ~~Product Development Programs~~Contents

Immage Biotherapeutics ~~management~~is ~~plans~~designed to ~~focus~~enhance onthis ~~the~~market ~~development~~with ofits ~~immunotherapy~~small ~~for~~core ~~breast~~of ~~and~~key ~~prostate cancer. Immage Biotherapeutics will rely on publicly-raised financing~~employees, ~~product~~strong ~~sales,~~outsourced ~~interest income~~partners, and ~~corporate~~a ~~partnerships~~large tolibrary ~~fund~~of ~~its~~marketable ~~operations and capital expenditures~~products.

~~The~~Management ~~Company's~~believes ~~business~~that ~~focus~~Immage ~~will~~Biotherapeutics has a method that allows for the rapid development of key cancer immunotherapy candidates that could be licensed to the ~~following~~biotechnology ~~areas:~~and pharmaceutical industry, giving them opportunity to develop in vitro proven treatments, establishing credibility of our rapid development model.

	·	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.

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

~~Marketing~~The ~~and Sales Plan~~Company

Immage Biotherapeutics ~~management~~was ~~will~~formed ~~create~~to ~~licensing~~develop, market, and ~~contract~~license ~~research~~its ~~agreements~~patented ~~with~~immunotherapy ~~established~~candidate ~~pharmaceutical~~for ~~and~~MAGE ~~biotechnology~~A ~~companies,~~(see ~~which~~below). ~~are~~Since ~~looking~~the ~~for~~Company ~~novel~~will ~~cancer~~have ~~therapeutics.~~a ~~Immage~~small ~~Biotherapeutics~~corporate footprint, wemanagement ~~contend~~anticipates, ~~will~~but becannot ~~able~~guarantee, profitability is expected within three to ~~accelerate~~four ~~its~~years ~~entry~~of ~~into~~full ~~the~~operation, ~~cancer~~which ~~market.~~began ~~Our~~in ~~breast~~September 2015. The cancer ~~therapeutic~~immunotherapy ~~will~~is proving to be a ~~first-~~significant platform from which to~~-market~~ ~~drug~~launch ~~for~~additional ~~immunotherapy~~product lines targeting cancers.

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

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

~~Current~~MAGE-A ~~Undertakings~~(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.

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

¨Because ~~Develop,~~the ~~characterize,~~MAGE-A ~~and~~genes ~~scale~~are ~~production~~expressed ofin a ~~IMT-001~~variety ~~(Immagene~~of Ò)malignant tissues and absent in normal tissues other than the placenta and testis, atheir ~~hybrid/~~tumor-associated expression fusion ~~protein~~proteins ~~vaccine~~provide potential implications as targets for ~~MAGE~~active A;immunotherapy. While the actual functions of these proteins are unknown, specific immunotherapies have already been initiated in melanoma patients by other parties.

¨Intellectual ~~Complete pre-IND work for IMT-001;~~Property

¨Immage ~~Ramp~~Biotherapeutics ~~business~~has ~~development~~a ~~efforts~~provisional ~~aimed~~patent atapplication ~~securing~~for ~~strategic~~its ~~partnerships~~MAGE A candidate which, ~~alliances~~we believe, will be converted to a full patent once our in vitro and ~~licensees~~animal studies are complete. The drug is the result of nearly a decade of significant discovery and development work within the industry.

~~Therefore,~~The ~~the~~ Company's ~~intends~~researchers continue to ~~enter~~work ~~agreements~~on ~~with~~this ~~drug~~target, ~~development~~enabling ~~partners~~continuity ~~that~~of ~~are interested~~innovation inand ~~cutting~~promoting ~~edge~~rapid ~~immunotherapies~~progress ~~products~~going forward. ~~Company~~Immage ~~operations~~Biotherapeutics ~~will~~believes bethere ~~designed~~is toa ~~increase~~strong ~~revenues~~possibility ~~and~~that ~~maintenance~~new ofdiscoveries ~~operating~~made ~~expenses.~~by ~~The~~our ~~Company's~~scientific ~~management~~team ~~intends~~and ~~to aggressively~~collaborators ~~protect~~will ~~its~~be ~~intellectual~~subject ~~property,~~to ~~not~~patent ~~only~~protection. ~~the~~In ~~peptide~~addition ~~immunotherapies~~to ~~formulations~~patent protection, ~~but~~Immage ~~also~~Biotherapeutics ~~its~~replies ~~trade~~upon ~~names.~~proprietary ~~With~~know-how, ~~the~~trade ~~peptide~~secret ~~immunotherapies~~rules ~~formulation~~and regulations, ~~Immage~~and ~~Biotherapeutics~~continuing ~~will~~technological beadvances ~~able~~ to ~~enter~~enhance ~~the immunotherapies markets~~ and ~~focus~~maintain onits ~~early~~competitive ~~licensing of our products~~position.

109 Table of Contents

~~Results~~Therapeutic ofand ~~Operations~~Immuno-adjuvant Product Development Programs

~~For~~Immage Biotherapeutics management plans to focus on the ~~Three~~development ~~Months~~of ~~Ended~~immunotherapy ~~November~~for 30breast and prostate cancer. Immage Biotherapeutics will rely on publicly-raised financing, ~~2016~~product sales, interest income, and ~~2015:~~corporate partnerships to fund its operations and capital expenditures.

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

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

	·	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.

~~Capital~~Marketing ~~Resources~~ and ~~Liquidity~~Sales Plan

~~Our~~Immage ~~auditors~~Biotherapeutics ~~have~~management ~~issued~~will acreate ~~"going~~licensing ~~concern"~~and ~~opinion,~~contract ~~relative~~research toagreements ~~our~~with ~~annual~~established ~~financial~~pharmaceutical ~~statements~~and ~~for~~biotechnology ~~the fiscal year ended August 31~~companies, ~~2016,~~which ~~meaning~~are ~~that~~looking ~~there is substantial doubt if we can continue as an on-going business~~ for ~~the~~novel ~~next~~cancer ~~twelve months unless we obtain additional capital~~therapeutics. AsImmage ~~of November 30~~Biotherapeutics, ~~2016,~~ we ~~have a total of $132~~contend,~~968~~ ~~in current assets, working capital of $30,512, and an accumulated deficit of $1,973,684. The Company~~ will be ~~dependent~~able ~~upon the raising of additional capital through placement of our common stock or debt in order~~ to ~~implement~~accelerate its ~~business~~entry ~~plan.~~into ~~There~~the ~~can~~cancer bemarket. noOur ~~assurance~~breast ~~that~~cancer ~~the~~therapeutic ~~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~~ first-to-market ~~seek~~drug ~~additional~~for ~~funding to fund the operation of the Company’s business~~immunotherapy.

~~Off-balance~~Management ~~sheet~~and ~~arrangements~~Organization

~~The~~We ~~Company~~contend ~~has~~that noImmage ~~off-balance~~Biotherapeutics's ~~sheet~~management ~~arrangements~~team ~~that~~brings ~~have~~with orit ~~are~~the ~~reasonably~~ability ~~likely~~ to ~~have~~design ain ~~current~~vitro ortrials ~~future~~in ~~effect~~coordination orwith ~~change~~our onoutsourced ~~the Company's financial condition~~partners, ~~revenues~~monitor orthe ~~expenses~~trials, ~~results~~raise ofnecessary ~~operations~~funding, ~~liquidity,~~and ~~capital~~develop ~~expenditures~~new ortechnologies ~~capital~~through ~~resources~~cutting-edge ~~that~~research ~~are~~and ~~material to investors~~development. ~~The~~In ~~term "off-balance sheet arrangement" generally means any transaction~~addition, ~~agreement~~the ormembers ~~other~~of ~~contractual~~the ~~arrangement~~management toteam ~~which~~have anexperience ~~entity~~in ~~unconsolidated~~setting ~~with~~up the ~~Company~~necessary isinfrastructure afor ~~party,~~early-stage ~~under~~companies ~~which~~that ~~the~~will ~~Company~~ultimately ~~has~~make ~~(i)~~them ~~any~~successful. ~~obligation~~In ~~arising~~the ~~under~~case aof ~~guarantee~~Immage ~~contract~~Biotherapeutics, ~~derivative~~we ~~instrument~~believe orboth ~~variable~~the ~~interest;~~advisory orboard ~~(ii)~~and aboard ~~retained~~of ordirectors ~~contingent~~are ~~interest~~exceptional individuals in ~~assets~~their ~~transferred~~respective ~~to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets~~fields.

~~Reports~~Current ~~to Security Holders~~Undertakings

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

~~The~~¨ ~~public may read and copy any materials we file with the Securities and Exchange Commission ("SEC"). at the SEC's Public Reference Room at 100 F Street~~Develop, ~~N.E.~~characterize, ~~Room~~and ~~1580,~~scale ~~Washington,~~production ~~D.C. 20002. The public may obtain information on the operation~~ of ~~the~~a ~~Public Reference Room by calling the SEC at 1~~IMT-~~800-SEC-0330.~~001 ~~The~~(Immagene ~~SEC maintains an Internet site that contains reports~~Ò), ~~proxy~~a ~~and~~hybrid/fusion ~~information~~protein ~~statements,~~vaccine ~~and~~for ~~other~~MAGE ~~information regarding issuers that file electronically with the SEC at (http://www.sec.gov).~~ A;

11¨ ~~Table~~Complete ofpre-IND ~~Contents~~work for IMT-001;

~~Item~~¨ 3.Ramp ~~Quantitative~~business ~~and~~development ~~Qualitative~~efforts ~~Disclosures~~aimed ~~About~~at ~~Market~~securing ~~Risk~~strategic partnerships, alliances, and licensees.

~~The~~Therefore, the Company isintends ato ~~smaller~~enter ~~reporting~~agreements with drug development partners that are interested in cutting edge immunotherapies products. Company asoperations ~~defined~~will bybe ~~Rule~~designed ~~12b-2~~to ofincrease ~~the~~revenues ~~Securities~~and ~~Act~~maintenance of ~~1934~~operating ~~and~~expenses. weThe ~~are~~Company's management intends to aggressively protect its intellectual property, not ~~required~~only the peptide immunotherapies formulations, but also its trade names. With the peptide immunotherapies formulation, Immage Biotherapeutics will be able to ~~provide~~enter the ~~information~~immunotherapies ~~under~~markets ~~this~~and ~~item~~focus on early licensing of our products.

~~Item~~10 4.Table ~~Controls~~of ~~and Procedures.~~Contents

~~Disclosure~~Results ~~Controls~~of ~~and Procedures~~ Operations

~~Our~~For ~~management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~Three ~~Act)~~Months ~~that~~Ended isFebruary ~~designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded~~28, ~~processed,~~2017 ~~summarized~~ and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.2016:

AnFor ~~evaluation~~the ~~was~~three-month ~~conducted~~period ~~under~~ended ~~the~~February ~~supervision~~28, ~~and~~2017, ~~with~~we ~~the~~had ~~participation~~no ofrevenue. ~~our~~Operating ~~management~~expenses offor the ~~effectiveness~~three-month ofperiod ~~the~~ended ~~design~~February ~~and~~28, ~~operation~~2017, oftotaled ~~our~~$44,093, ~~disclosure~~resulting ~~controls~~in ~~and~~a ~~procedures~~net asloss of ~~November 30~~$44, ~~2016. Based on that evaluation~~903, ~~our~~as ~~management~~compared ~~concluded~~to ~~that~~a ~~our~~net ~~disclosure~~loss ~~controls~~of ~~and~~$69,595 ~~procedures~~for ~~were~~the ~~not~~three ~~effective~~months asended ofFebruary ~~such~~29, ~~date~~2016. toFor ~~ensure~~the ~~that~~three-month ~~information~~period ~~required~~ended toFebruary be28, ~~disclosed~~2017, inselling, ~~the~~general ~~reports~~and ~~that~~administrative weexpenses ~~file~~were or$24,374, ~~submit~~professional ~~under~~fees ~~the~~were ~~Exchange Act~~$14,025 isand ~~recorded,~~research ~~processed, summarized~~ and ~~reported~~development ~~within~~expenses ~~the~~were ~~time~~$5,694, ~~periods~~as ~~specified~~compared into ~~SEC~~selling, ~~rules~~general and ~~forms.~~administrative ~~Such~~expenses ~~officer~~of ~~also~~$27,292, ~~confirmed~~professional ~~that~~fees ~~there~~of ~~was~~$7,628 noand ~~change~~research inand ~~our~~development ~~internal~~expenses ~~control~~of ~~over~~$34,675 ~~financial~~for ~~reporting during~~ the three-month period ended ~~November~~February 3029, 2016~~, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting~~.

12For ~~Table~~the ofthree-month ~~Contents~~period ended February 28, 2017, our selling, general and administrative expenses decreased by $2,918, primarily due to an decrease in salaries and wages. Research and development expenses decreased by $28,981, which was due to a reduction in the Company’s research activities, as well as less costs incurred for studies performed for the same period in the previous period. Our professional fees increased by approximately $6,397, due to increased audit and accounting fees.

~~PART~~For IIthe –Six ~~OTHER~~Months ~~INFORMATION~~Ended February 28, 2017 and 2016:

~~Item~~For the six-month period ended February 28, 2017, we had no revenue. Operating expenses for the six-month period ended February 28, 2017, totaled $1,714,945, resulting in a net loss of $1,714,945, as compared to a net loss of $103,621 for the six-month period ended February 29, 2016. ~~Legal~~For ~~Proceedings~~the six-month period ended February 28, 2017, selling, general and administrative expenses were $52,336, professional fees were $31,849 and research and development expenses were $1,630,760, as compared to selling, general and administrative expenses of $47,889, professional fees of $21,057 and research and development expenses of $34,675 for the six-month period ended February 29, 2016.

~~Management~~For isthe ~~not~~six-month ~~aware~~period ofended ~~any~~February ~~legal~~28, ~~proceedings~~2017, ~~contemplated by any governmental authority or any other party involving us or~~ our ~~properties.~~selling, Asgeneral ofand ~~the~~administrative ~~date~~expenses ofincreased ~~this~~by ~~Quarterly Report~~$4, ~~no director~~447, ~~officer~~primarily ordue ~~affiliate~~to isan ~~(i)~~increased atravel ~~party~~expenses. ~~adverse~~Research toand usdevelopment inexpenses ~~any~~increased ~~legal~~by ~~proceeding~~$1,596,085, orwhich ~~(ii)~~was ~~has~~due anprimarily ~~adverse interest~~ to usthe inacquisition ~~any~~of ~~legal~~a ~~proceedings.~~licensing ~~Management~~agreement isfor ~~not~~$1,550,000. ~~aware~~Our ofprofessional ~~any~~fees ~~other~~increased ~~legal~~by ~~proceedings~~approximately ~~pending~~$10,792, ordue ~~that~~to ~~have~~increased ~~been~~audit ~~threatened~~and ~~against~~accounting ~~us or our properties~~fees.

~~Item~~Capital ~~1A.~~Resources ~~Risk~~and ~~Factors.~~Liquidity

~~The~~Our ~~Company~~auditors ishave issued a ~~smaller~~"going ~~reporting~~concern" ~~Company~~opinion, asrelative ~~defined~~to byour ~~Rule~~annual ~~12b~~financial statements for the fiscal year ended August 31, 2016, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. As of February 28, 2017, we have a total of $57,020 in current assets, working capital deficit of $11,449 and an accumulated deficit of $2,017,777. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. There can be no assurance that the ~~Securities~~Company ~~Act~~will be successful in either situation in order to continue as a going concern. The Company is funding its operations by way of ~~1934~~share issuances and weadvances ~~are~~from ~~not~~related ~~required~~parties. Management plans to ~~provide~~seek additional funding to fund the ~~information~~operation ~~under~~of ~~this~~the ~~item.~~Company’s business.

~~Item~~11 2.Table ~~Unregistered Sales~~ of ~~Equity Securities and Use of Proceeds.~~Contents

The Company has issued PepVax, Inc. 5,000,000 shares of common stock pursuant to the terms and conditions of the License Agreement, dated June 2, 2016. The shares were issued in October 2016. Pursuant to the License Agreement, PepVax, Inc. granted the Company a worldwide, unrestrictive, perpetual, royaltyOff-~~free~~balance ~~and~~sheet 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. arrangements

The ~~issuance~~Company ofhas ~~such~~no ~~shares~~off-balance ofsheet ~~our~~arrangements ~~common~~that ~~stock~~have ~~was~~or ~~effected~~are inreasonably ~~reliance~~likely onto ~~the~~have ~~exemptions for sales of securities not involving~~ a ~~public~~current ~~offering,~~or asfuture ~~set~~effect ~~forth~~or inchange ~~Rule~~on ~~506 promulgated under~~ the ~~Securities~~Company's ~~Act~~financial ~~of 1933~~condition, asrevenues ~~mended~~or ~~(the~~expenses, ~~“Securities~~results ~~Act”) and in Section 4(2)~~ of ~~the~~operations, ~~Securities Act~~liquidity, ~~based~~capital onexpenditures ~~the~~or ~~following:~~capital ~~the~~resources ~~investors confirmed to us~~ that ~~they~~are ~~were~~material ~~“accredited~~to investors,”. asThe ~~defined~~term in"off-balance ~~Rule~~sheet ~~501~~arrangement" ofgenerally ~~Regulation~~means Dany ~~promulgated under the Securities Act and had such background~~transaction, ~~education~~agreement ~~and~~or ~~experience~~other incontractual ~~financial~~arrangement ~~and business matters as~~ to bewhich ~~able to evaluate the merits and risks of~~ an ~~investment~~entity inunconsolidated ~~the securities; (b) there was no public offering or general solicitation~~ with ~~respect to~~ the ~~offering;~~Company ~~(c)~~is ~~the~~a ~~investors~~party, ~~were~~under ~~provided~~which ~~with~~the ~~certain~~Company ~~disclosure~~has ~~materials and all other information requested with respect to our company;~~ (di) ~~the~~any ~~investors~~obligation ~~acknowledged~~arising ~~that~~under ~~all~~a ~~securities~~guarantee ~~being purchased were “restricted securities” for purposes of the Securities Act~~contract, ~~and~~derivative ~~agreed~~instrument ~~to transfer such securities only in a transaction registered under the Securities Act~~ or ~~exempt~~variable ~~from registration under the Securities Act~~interest; ~~and~~or (eii) a ~~legend~~retained ~~was~~or ~~placed~~contingent oninterest ~~the~~in ~~certificates~~assets ~~representing~~transferred ~~each~~to such ~~security~~entity ~~stating~~or ~~that~~similar itarrangement ~~was~~that ~~restricted~~serves ~~and~~as ~~could~~credit, ~~only~~liquidity ~~be transferred if subsequent registered under the Securities Act~~ or ~~transferred~~market inrisk asupport ~~transaction~~for ~~exempt~~such ~~from registration under the Securities Act~~assets.

~~There~~Reports ~~were~~to noSecurity ~~sales or repurchases of common stock during the quarter ended November 30, 2016.~~Holders

~~Item~~We 3.will ~~Defaults~~make ~~Upon~~available ~~Senior~~free of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC"). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.

~~None~~The public may read and copy any materials we file with the Securities and Exchange Commission ("SEC"). at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at (http://www.sec.gov).

Item 43. ~~Mine~~Quantitative ~~Safety~~and Qualitative Disclosures About Market Risk.

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

Item 54. ~~Other~~Controls ~~Information~~and Procedures.

~~None.~~Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2017. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the six-month period ended February 28, 2017, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

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

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

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

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

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

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

10.1		Asset Purchase Agreement, between Immage Biotherapeutics Corp. and PepVax, Inc., dated June 4, 2015 incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed with the SEC on July 29, 2015, file number 333-185368.

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer*

31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *

32.1		Section 1350 Certification of Chief Executive Officer*

32.2		Section 1350 Certification of Chief Financial Officer*

_____________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Immage Biotherapeutics Corp. (Registrant)
	Immage Biotherapeutics Corp.
Date: January 6, 2017	By:	/s/ Zhi Cong Mou
	(Registrant)
Date: April 19, 2017	By:	/s/ Zhi Cong Mou
		Zhi Cong Mou
		President and Director
		Principal and Executive Officer
Date: January 6, 2017	By:	/s/ Elton F. Norman
Date: April 19, 2017	By:	/s/ Elton F. Norman
		Elton F. Norman
		Chief Financial Officer and Director
		Principal Financial Officer

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