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 ~~May~~November 3130, 2016

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

For the transition period from _________ to _________

333-185368

Commission File Number

IMMAGE BIOTHERAPEUTICS CORP.

(Exact name of registrant as specified in its charter)

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

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

(866) 692-2939

(Registrant's telephone number, including area code)

______________________________________________________________

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Table of Contents

PART I -- FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ~~RESLUTS~~RESULTS OF OPERATIONS.	8
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	1312
ITEM 4.	CONTROLS AND PROCEDURES.	1312
PART II -- OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	1413
ITEM 1A.	RISK FACTORS.	1413
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	1413
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	1413
ITEM 4.	MINE SAFETY DISCLOSURES.	1413
ITEM 5.	OTHER INFORMATION.	1413
ITEM 6.	EXHIBITS.	1514
SIGNATURES		1615

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

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

	May 31,			August 31,
	2016			2015
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	265,492		$	32,678
Prepaid expenses		-			904
Total Current Assets		265,492			33,582
Equipment, net		34,211			40,370
Intangible assets, net		5,428			6,214
TOTAL ASSETS	$	305,131		$	80,166
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	3,080		$	3,493
Loans from related parties		52,767			47,909
Total Current Liabilities		55,847			51,402
TOTAL LIABILITIES	$	55,847		$	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		(240,836	)		(86,356	)
Total Stockholders' Equity		249,284			28,764
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	305,131		$	80,166

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

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IMMAGE BIOTHERAPEUTICS CORP.

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

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

	Three Months Ended						Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
	2016			2015			2016			2015
Revenues	$	-		$	-		$	-		$	-
Operating Expenses
Selling, general and administrative	$	25,966		$	2,145		$	73,855		$	4,267
Professional		15,181			12,592			36,238			20,482
Research and development		9,712			-			44,387			-
Total operating expenses		50,859			14,737			154,480			24,749
Net loss	$	(50,859	)	$	(14,737	)	$	(154,480	)	$	(24,749	)
Basic and dilutive loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding - Basic and diluted		146,744,566			100,201,647			144,828,466			100,201,647

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

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IMMAGE BIOTHERAPEUTICS 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

Statement of Cash Flows

(Unaudited)

	Nine months ended
	May 31,			May 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(154,480	)	$	(24,749	)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization and depreciation expenses		6,945			-
Changes in operating assets and liabilities:
Prepaid expenses		904			-
Accounts payable and accrued liabilities		(413	)		11,695
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(147,044	)		(13,054	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares		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		232,814			(13,054	)
Cash and cash equivalents, beginning of period		32,678			2,342
Cash and cash equivalents, end of period	$	265,492		$	(10,712	)
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash transactions:
Cancellation of subscribed common shares	$	375,000		$	-

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

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IMMAGE BIOTHERAPEUTICS CORP.

NOTES TO THE FINANCIAL STATEMENTS

~~May~~November 3130, 2016

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS

Immage Biotherapeutics ("“we"”, "“our"”, the "“Company"”) was incorporated in the State of Nevada on June 21, 2012 and originally established a fiscal year end of September 30. On September 8, 2015, the Company changed its fiscal year end to August 31~~, 2015~~.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. For further information regarding the Company's significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended August 31, ~~2015~~2016 filed with the Securities and Exchange Commission on ~~November~~December 38, ~~2015~~2016.

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Research and development

Costs incurred in connection with the development of new products and manufacturing methods are expensed as incurred. During the ~~nine~~three ~~month~~months ~~period~~ ended ~~May~~November 3130, 2016, $441,~~387~~625,066 was expensed as research and development costs.

NOTE 3 – GOING CONCERN

The Company’s interim unaudited financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital of $30,512, and accumulated deficit of $1,973,684. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.

The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business.

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NOTE 3 – CAPITAL STOCK

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

On June 8, 2015, the Company entered into a subscription agreement with its major shareholder. 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 majority shareholder (see note #4). On January 18, 2016, the Company and a major 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 major shareholder to the Company would be in satisfaction 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.

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

NOTE 4 – LOAN PAYABLE – RELATED PARTY LOANS

During the ~~nine~~three ~~month~~months ~~period~~ ended ~~May~~November 3130, 2016, the Company received an advance of $111,~~316~~500 from ~~the~~a ~~related~~significant ~~parities~~shareholder by the way of loan ~~and~~for ~~repaid~~payment ~~$6,458~~of toCompany’s ~~the~~operating ~~related parties~~expenses. AsDuring atthe ~~May~~three ~~31,~~months ~~2016~~ended ~~and~~November ~~August 31~~30, ~~2015~~2016, the Company’s ~~was~~Chief ~~obligated~~Executive Officer loaned an amount to the ~~related~~Company ~~parties~~of $6,358 for anoperating expenses, which was repaid in the amount of $6,358 during the same period. Amounts owing to said shareholder are unsecured, non-interest bearing, and due on demand. ~~loan~~The ~~with~~total adue ~~balance~~on all related party loans as of ~~$52~~November 30,~~767~~ ~~and~~2016 is $4754,~~909, respectively~~267.

OnNOTE ~~September~~5 ~~21,~~– ~~2015,~~CAPITAL a major shareholder loaned the Company $375,000 by way of a promissory note. The promissory note was set to mature on December 31, 2017, with an interest at a rate of 2% per annum compounding quarterly, however, during the period ended May 31, 2016, this note was revoked and previous accrued interest was reversed.STOCK

~~NOTE~~The 5Company –has ~~COMMITMENTS~~authorized 200,000,000 common shares with a par value of $0.001 per share.

On ~~December~~October 10, ~~2015~~2016, the Company ~~entered~~issued ~~into~~5,000,000 anshares ~~agreement~~of tocommon ~~receive~~stock ~~consulting~~to ~~and~~acquire ~~development services for~~ a ~~one-time~~provisional ~~fee of $24~~patent,~~000~~ ~~and~~valued ~~annual~~at ~~compensation of~~ $151,550,000, ~~paid~~which inhas ~~monthly~~been ~~installments.~~expensed Inas ~~addition~~research ~~the~~and ~~consultant~~development ~~is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones~~costs.

~~NOTE~~As 6of –November ~~SUBSEQUENT~~30, ~~EVENT~~2016 the Company has not granted any stock options and has not recorded any stock-based compensation.

~~Subsequent~~NOTE to6 ~~May~~– ~~31,~~COMMITMENTS 2016, the Company entered into a license agreement with a related party which grants the Company usage of a provisional patent application and any resulting patent in exchange for 5,000,000 common shares which have not yet been issued. The agreement terminates on the expiry date of the patent if obtained.

7On ~~Table~~December 10, 2015, the Company entered into an agreement to receive consulting and development services for a one-time fee of ~~Contents~~$24,000 and annual compensation of $15,000 paid in monthly installments. In addition the consultant is eligible to receive one or more bonus payments dependent on the achievement of certain developmental milestones. As of November 30, 2016, no milestones resulting in bonus payments have occurred.

~~Item~~The 2.Company ~~Management's~~has ~~Discussion~~leased an office for a period of five Years and ~~Analysis~~the lease payments are scheduled to be $200 per month. In addition, the Company has entered into a memorandum of ~~Financial~~understanding ~~Condition~~to ~~and~~have ~~Results~~lab space at Howard University for a period of ~~Operations~~three years. The space is currently at no cost to the Company because we are working on a collaborative research agreement with Howard University.

~~This~~On ~~report~~November ~~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~~3," ~~"will~~2016," ~~"expect," "believe," "anticipate," "estimate," "approximate" or "continue," or~~ the ~~negative~~Company ~~thereof.~~entered Weinto ~~intend~~a ~~that~~master ~~such~~clinical ~~forward-looking~~services ~~statements~~agreement bewith ~~subject~~DP toClinical ~~the~~Inc. ~~safe harbors~~ for ~~such~~DP ~~statements.~~Clinical ~~We wish~~ to ~~caution~~provide ~~readers~~clinical ~~not~~review services to ~~place undue reliance on any such forward-looking statements, which speak only as of~~ the ~~date~~Company ~~made.~~for ~~Any~~submissions ~~forward-looking statements represent management's best judgment as~~ to ~~what may occur in~~ the ~~future~~FDA. ~~However,~~The ~~forward-looking~~term ~~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~~the ~~and~~agreement ~~events~~is ~~and~~five ~~those~~(5) ~~presently anticipated or projected~~years. WeEach ~~disclaim~~engagement ~~any~~will ~~obligation~~be ~~subsequently~~by towork ~~revise~~order, ~~any~~which ~~forward-looking~~will ~~statements~~be tobilled ~~reflect~~at ~~events or circumstances after the date of~~ such ~~statement or to reflect the occurrence of anticipated or unanticipated events~~time.

We 7Table ~~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 and through the period covered by this report have generated no revenues. On May 21, 2015, we filed Articles of Merger with the Nevada Secretary of State whereby the Company entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The result of which was that we changed our name to "Immage Biotherapeutics Corp." Contents

OnItem ~~June~~2. 4,Management's ~~2015,~~Discussion weand ~~acquired~~Analysis aof ~~one~~Financial ~~hundred~~Condition ~~percent (100%) interest in a provisional patent application for certain technology known as "MAGE A", which the Company believes will be converted into a full patent once the in vitro~~ and ~~animal~~Results ~~studies are completed. This patent was acquired in exchange for the Company issuing a total~~ of ~~42,943,521 shares of its common stock~~Operations.

~~Our~~This ~~Business~~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 isincorporated in the State of Nevada as a ~~biotechnology~~for profit company ~~developing~~on ~~cancer~~June ~~immunotherapy~~21, ~~through~~2012. ~~the~~We ~~rapid~~initially intended to sell charcoal made from hard wood for BBQs and ~~efficient~~restaurants ~~development~~but we did not implement our business model. On May 21, 2015, we filed Articles of ~~cutting~~Merger ~~edge~~with ~~immunotherapy~~the ~~candidates~~Nevada ~~using~~Secretary ~~bioinformatics~~of ~~and~~State ~~outsourced~~whereby ~~laboratory~~the ~~resources~~Company entered into a statutory merger with its wholly-owned subsidiary, Immage Biotherapeutics Corp. The result of which was that we changed our name to "Immage Biotherapeutics Corp."

~~Immage~~On ~~Biotherapeutics~~June is4, an2015, ~~early-stage~~we ~~biotechnology~~acquired ~~company~~a ~~developing~~one ~~novel~~hundred ~~immunotherapy~~percent ~~biologics~~(100%) tointerest ~~treat~~in ~~various~~a ~~cancers.~~provisional ~~Immage~~patent ~~Biotherapeutics'~~application ~~co-founder,~~for ~~Dr.~~certain ~~Anton~~technology ~~Dormer,~~known isas a"MAGE ~~leading~~A", ~~expert~~which inthe ~~peptide~~Company ~~design~~believes ~~and~~will ~~protein~~be ~~development~~converted ~~through~~into ~~computational~~a ~~biology,~~full ~~having~~patent ~~developed~~once ~~bioinformatics~~the ~~tools~~in ~~for~~vitro ~~cancer~~and ~~drug~~animal ~~development.~~studies ~~Co-founder~~are Mrcompleted. ~~Mahesh~~This ~~Narayanan~~patent iswas anacquired ~~experienced~~in ~~entrepreneur~~exchange infor the ~~field~~Company ofissuing ~~biotechnology,~~a ~~leading~~total ~~the~~of ~~business~~42,943,521 ~~development~~shares ~~strategies~~of ~~for~~its ~~Immage~~common ~~Biotherapeutics~~stock.

~~Immunotherapy~~The Company has issued PepVax, ~~which~~Inc. ~~encompasses~~5 ~~vaccines~~million shares of common stock pursuant to the terms and conditions of the License Agreement, ~~oncolytic~~dated ~~viruses~~June 2, ~~adjuvants~~2016. The shares were issued in October 2016. Pursuant to the License Agreement, ~~and~~PepVax, ~~adoptive~~Inc. tgranted the Company a worldwide, unrestrictive, perpetual, royalty-~~cell~~free ~~technologies~~and irrevocable license in a provisional patent, ~~management~~and ~~believes~~any resulting patent, ~~could~~for ~~change~~SMART Plasmid DNA TM with respect to the ~~entire~~Company's ~~landscape~~MAGE A immunotherapy only, in exchange for 5 million shares of ~~oncology~~the Company's common stock. ~~Immage~~The ~~Biotherapeutics~~SMART Plasmid DNA TM based delivery system will be ~~addressing~~used ~~three~~to ~~challenges~~deliver ~~that~~any ~~currently~~drug ~~exist~~developed ~~with~~by ~~immunotherapy:~~the Company into humans. This system is required because the drug cannot be administered directly to humans and it makes the drug safer because the dosage can be smaller using the delivery system.

·Our ~~make the existing therapies more effective;~~Business

·Immage ~~decrease~~Biotherapeutics is a biotechnology company developing cancer immunotherapy through the ~~time~~rapid itand ~~takes~~efficient todevelopment ~~make~~of ~~cancer~~cutting ~~therapeutics;~~edge immunotherapy candidates using bioinformatics and outsourced laboratory resources.

·Immage ~~reduce~~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 ~~cost~~field of ~~immunotherapy~~biotechnology, leading the business development strategies for Immage Biotherapeutics.

8Immunotherapy, ~~Table~~which encompasses vaccines, oncolytic viruses, adjuvants, and adoptive t-cell technologies, management believes, could change the entire landscape of ~~Contents~~oncology. Immage Biotherapeutics will be addressing three challenges that currently exist with immunotherapy:

~~Immage~~· ~~Biotherapeutics~~make isthe ~~designed~~existing totherapies ~~enhance~~more ~~this market with its small core of key employees, strong outsourced partners, and a large library of marketable products.~~effective;

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

~~The~~· ~~Company~~reduce isthe ~~proceeding~~cost ~~to complete development~~ of ~~its lead pre-IND programs and enter Phase I clinical trials with its first therapeutic candidate~~immunotherapy.

~~The~~8 ~~Company~~Table of Contents

Immage Biotherapeutics ~~was~~is ~~formed~~designed to ~~develop,~~enhance this market, ~~and~~with ~~license~~ its ~~patented immunotherapy candidate for MAGE A (see below). Since the Company will have a~~ small ~~corporate~~core ~~footprint,~~of ~~management~~key ~~anticipates~~employees, ~~but~~strong ~~cannot~~outsourced ~~guarantee~~partners, ~~profitability~~and isa ~~expected~~large ~~within~~library ~~three to four years~~ of ~~full~~marketable ~~operation, which began in September 2015~~products. ~~The cancer immunotherapy is proving to be a significant platform from which to launch additional product lines targeting cancers.~~

~~Through~~Management ~~anticipated various agreements with companies in the biotechnology and pharmaceutical industries, management~~ believes that Immage Biotherapeutics ~~will~~has bea ~~able~~method tothat ~~accelerate~~allows ~~its~~for ~~entry into~~ the ~~immunotherapy~~rapid development ~~market. The Company will make a point~~ of ~~aggressively~~key ~~protecting~~cancer ~~its~~immunotherapy ~~intellectual~~candidates ~~property,~~that ~~which~~could isbe ~~the~~licensed ~~foundation~~to of the ~~Company.~~biotechnology ~~With the use of proven bioinformatics tools,~~ and ~~the~~pharmaceutical ~~candidates constructed~~industry, ~~Immage~~giving ~~Biotherapeutics~~them ~~will~~opportunity ~~be able~~ to ~~enter~~develop ~~the~~in ~~immunotherapy~~vitro ~~market~~proven ~~via~~treatments, ~~licensed~~establishing ~~agreements~~credibility ~~and~~of ~~research~~our ~~drug~~rapid development ~~contracts with pharmaceutical companies~~model.

~~MAGE~~The ACompany ~~(Melanoma~~is ~~Cancer/Testis~~proceeding ~~Antigen)~~to complete development of its lead pre-IND programs and enter Phase I clinical trials with its first therapeutic candidate.

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

WeImmage ~~have~~Biotherapeutics ~~determined~~was ~~that~~formed ~~MAGE-A-derived~~to ~~peptides~~develop, market, and ~~small~~license ~~proteins~~its ~~elicit~~patented aimmunotherapy ~~strong~~candidate infor ~~vitro~~MAGE ~~T-cell~~A ~~response~~(see ~~against tumor cells~~below). ~~MAGE-A~~Since ~~transcripts~~the ~~are~~Company ~~more~~will ~~frequently~~have ~~expressed~~a insmall ~~breast~~corporate ~~and~~footprint, ~~prostate~~management ~~carcinomas~~anticipates, ~~that~~but ~~can~~cannot beguarantee, ~~recognized~~profitability byis ~~autologous~~expected ~~CTLs~~within onthree ~~the~~to ~~surface~~four years of ~~tumor~~full ~~cells~~operation, inwhich ~~association~~began ~~with~~in ~~various~~September ~~classical HLA (human leukocyte antigen) molecules~~2015. The ~~HLA~~cancer ~~system~~immunotherapy is ~~the~~proving ~~locus~~to ofbe ~~genes~~a ~~that~~significant ~~encode~~platform ~~for~~from ~~proteins~~which onto ~~the~~launch ~~surface~~additional ofproduct ~~cells~~lines ~~that~~targeting ~~are responsible for regulation of the immune system in humans~~cancers.

~~Because~~Through ~~the~~anticipated ~~MAGE-A~~various ~~genes~~agreements ~~are~~with ~~expressed~~companies in athe ~~variety~~biotechnology ofand ~~malignant~~pharmaceutical ~~tissues~~industries, ~~and~~management ~~absent~~believes inthat ~~normal~~Immage ~~tissues~~Biotherapeutics ~~other~~will ~~than~~be able to accelerate its entry into the ~~placenta~~immunotherapy ~~and~~development ~~testis,~~market. ~~their~~The ~~tumor-associated~~Company ~~expression~~will ~~fusion~~make ~~proteins~~a ~~provide~~point ~~potential~~of ~~implications~~aggressively asprotecting ~~targets~~its ~~for~~intellectual ~~active~~property, ~~immunotherapy.~~which ~~While~~is the ~~actual~~foundation ~~functions~~of the Company. With the use of ~~these~~proven ~~proteins~~bioinformatics ~~are~~tools, ~~unknown~~and the candidates constructed, ~~specific~~Immage ~~immunotherapies~~Biotherapeutics ~~have~~will ~~already~~be ~~been~~able ~~initiated~~to inenter ~~melanoma~~the ~~patients~~immunotherapy bymarket ~~other~~via ~~parties~~licensed agreements and research drug development contracts with pharmaceutical companies.

~~Intellectual~~MAGE ~~Property~~A (Melanoma Cancer/Testis Antigen)

~~Immage~~MAGE-A ~~Biotherapeutics~~(melanoma-associated ~~has~~antigen-A) agene ~~provisional~~was ~~patent~~originally ~~application~~thought ~~for~~to ~~its~~be ~~MAGE~~silent Aproteins ~~candidate~~in ~~which,~~normal weadult ~~believe~~tissue, ~~will~~but beis ~~converted~~actually toexpressed ~~a full patent once our~~ in ~~vitro~~various ~~and~~tumors. ~~animal~~The ~~studies~~presence ~~are~~of ~~complete.~~these ~~The~~antigens ~~drug~~on istumor ~~the~~cells ~~result~~has ofbeen ~~nearly~~associated awith ~~decade~~worse ofprognosis, ~~significant~~such ~~discovery~~as ~~and~~shorter ~~development~~survival ~~work~~rate ~~within~~in ~~the~~cancer ~~industry~~patients.

9We ~~Table~~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 ~~Contents~~tumor cells in association with various classical HLA (human leukocyte antigen) molecules. The HLA system is the locus of genes that encode for proteins on the surface of cells that are responsible for regulation of the immune system in humans.

~~The~~Because ~~Company's~~the ~~researchers~~MAGE-A ~~continue~~genes toare ~~work~~expressed onin ~~this~~a ~~target,~~variety ~~enabling continuity~~ of ~~innovation~~malignant tissues and ~~promoting~~absent ~~rapid~~in ~~progress~~normal ~~going~~tissues ~~forward.~~other ~~Immage~~than ~~Biotherapeutics~~the ~~believes~~placenta ~~there~~and istestis, atheir ~~strong~~tumor-associated ~~possibility~~expression ~~that~~fusion ~~new~~proteins ~~discoveries~~provide ~~made~~potential byimplications ~~our~~as ~~scientific~~targets ~~team~~for ~~and~~active ~~collaborators will be subject to patent protection~~immunotherapy. InWhile ~~addition~~the toactual ~~patent~~functions ~~protection,~~of ~~Immage~~these ~~Biotherapeutics~~proteins ~~replies~~are ~~upon proprietary know-how~~unknown, ~~trade~~specific ~~secret~~immunotherapies ~~rules~~have ~~and~~already ~~regulations,~~been ~~and~~initiated ~~continuing~~in ~~technological~~melanoma ~~advances~~patients toby ~~enhance~~other ~~and maintain its competitive position~~parties.

~~Therapeutic~~Intellectual ~~and Immuno-adjuvant Product Development Programs~~Property

Immage Biotherapeutics ~~management~~has ~~plans~~a toprovisional ~~focus~~patent onapplication ~~the~~for ~~development~~its ofMAGE ~~immunotherapy~~A ~~for~~candidate ~~breast~~which, ~~and~~we ~~prostate cancer.~~believe, ~~Immage~~will ~~Biotherapeutics~~be ~~will~~converted ~~rely~~to ona ~~publicly-raised~~full ~~financing,~~patent ~~product~~once ~~sales,~~our ~~interest~~in ~~income,~~vitro and ~~corporate~~animal ~~partnerships~~studies toare ~~fund~~complete. ~~its~~The ~~operations~~drug is the result of nearly a decade of significant discovery and ~~capital~~development ~~expenditures~~work within the industry.

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

	·	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.

Table of Contents

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

Immage Biotherapeutics management ~~will~~plans ~~create~~to ~~licensing~~focus ~~and~~on ~~contract~~the ~~research~~development ~~agreements~~of ~~with~~immunotherapy ~~established~~for ~~pharmaceutical~~breast and ~~biotechnology companies, which are looking for novel~~ prostate cancer ~~therapeutics~~. Immage Biotherapeutics, ~~we contend,~~ will berely ~~able~~on topublicly-raised ~~accelerate~~financing, ~~its~~product ~~entry~~sales, ~~into~~interest ~~the~~income, ~~cancer~~and ~~market.~~corporate ~~Our~~partnerships ~~breast~~to ~~cancer~~fund ~~therapeutic~~its ~~will~~operations beand acapital ~~first-to-market drug for immunotherapy~~expenditures.

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

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

	·	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.

~~Current~~Marketing ~~Undertakings~~and Sales Plan

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

¨Management ~~Develop, characterize,~~ and ~~scale production of a IMT-001 (Immagene Ò), a hybrid/fusion protein vaccine for MAGE A;~~Organization

¨We ~~Complete~~contend ~~pre~~that Immage Biotherapeutics's management team brings with it the ability to design in vitro trials in coordination with our outsourced partners, monitor the trials, raise necessary funding, and develop new technologies through cutting-~~IND~~edge ~~work~~research and development. In addition, the members of the management team have experience in setting up the necessary infrastructure for ~~IMT~~early-~~001;~~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 ~~Ramp business development efforts aimed at securing strategic partnerships, alliances, and licensees.~~Undertakings

10Immage ~~Table~~Biotherapeutics ofis ~~Contents~~currently proceeding to:

~~Immage~~¨ ~~Biotherapeutics'~~Develop, ~~Company~~characterize, ~~History~~and scale production of a IMT-001 (Immagene Ò), a hybrid/fusion protein vaccine for MAGE A;

~~Therefore,~~¨ ~~the~~Complete ~~Company~~pre-IND ~~intends~~work tofor 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.IMT-001;

~~Results~~¨ ofRamp ~~Operations~~business development efforts aimed at securing strategic partnerships, alliances, and licensees.

~~For~~Therefore, the ~~Three~~Company ~~Months~~intends ~~Ended~~to ~~May~~enter 31agreements 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, ~~2016~~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 ~~2015:~~focus on early licensing of our products.

~~For~~10 ~~the~~Table ~~three-month period ended May 31, 2016 we had no revenue. Expenses for the three-month period ended May 31, 2016, totaled $50,859 resulting in a net loss~~ of $50,859 as compared to a net loss of $14,737 for the three months ended May 31, 2015. For the three-month period ended May 31, 2016, office and general expenses were $25,966 and research and development expenses were $9,712 as compared to office and general expenses of $2,145 and research and development expenses of $0 for the three-month period ended May 31, 2015. Professional fees for the three-month period ended May 31, 2016 were $15,181 compared to professional fees of $12,592 for the three-month period ended May 31, 2015.Contents

~~For~~Results ~~the three-month period ended May 31, 2016, our office and general expenses increased by approximately $24,000, primarily due to an increase in salaries and wages~~ of approximately $17,000. Research and development expenses increased by approximately $9,700 due to additional research and development programs initiated by the Company during the period ending May 31, 2016, and our professional fees increased by approximately $2,500 due to accounting and audit related activities.Operations

For the ~~Nine~~Three Months Ended ~~May~~November 3130, 2016 and 2015:

For the ~~nine~~three-month period ended ~~May~~November 3130, 2016, we had no revenue. Expenses for the ~~nine~~three-month period ended ~~May~~November 3130, 2016, totaled $~~154~~1,~~480~~670,852 resulting in a net loss of $~~154~~1,~~480~~670,852 as compared to a net loss of $2434,~~749~~026 for the ~~nine~~three months ended ~~May~~November 3130, 2015. For the ~~nine~~three-month period ended ~~May~~November 3130, 2016, ~~office~~selling, general and ~~general~~administrative expenses were $7327,~~855~~962, professional fees were $3617,~~238,~~824 and research and development expenses were $441,~~387~~625,066, as compared to ~~office~~selling, general and ~~general~~administrative expenses of $419,~~267~~796, professional fees of $2013,~~482,~~429 and research and development expenses of $0 for the ~~nine~~three-month period ended ~~May~~November 3130, 2015.

For the ~~nine~~three-month period ended ~~May~~November 3130, 2016, our ~~office~~selling, general and ~~general~~administrative expenses increased by ~~approximately~~ $708,~~000~~166, primarily due to an increase in salaries and wages, and amortization expense. Research and development expenses increased by $1,625,066, of ~~approximately~~which $591,~~000~~550,000 ~~and~~was ~~amortization~~related ofto ~~equipment~~the ~~and~~issuance ~~intangible~~of ~~assets~~5 million shares of $7common stock to Pepvax,~~000~~ Inc. ~~Professional~~under ~~fees~~the ~~increased~~License byAgreement. ~~approximately~~The remaining $1675,~~000,~~066 ~~primarily~~of research and development expenses were due to anprograms ~~increase~~initiated inby ~~investor~~the ~~relation~~Company ~~activities~~during ofthe ~~$13~~period ending November 30,~~000~~ 2016. ~~Research~~Our ~~and~~professional ~~development~~fees ~~expenses~~ increased by approximately $444,~~000~~395 due to ~~research~~increased ~~and~~investor ~~development~~relationship ~~programs~~costs ~~initiated~~incurred byfor the ~~company~~period ~~during~~ending November 30, 2016 of $6,669, which were not incurred in the ~~year~~three month period ended November 30, 2015.

11Capital ~~Table~~Resources ofand ~~Contents~~Liquidity

~~Capital~~Our ~~Resources~~auditors have issued a "going concern" opinion, relative to our annual financial statements for the fiscal year ended August 31, 2016, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. As of November 30, 2016, we have a total of $132,968 in current assets, working capital of $30,512, and ~~Liquidity~~an accumulated deficit of $1,973,684. The Company will be dependent upon the raising of additional capital through placement of our common stock or debt in order to implement its business plan. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its operations by way of share issuances and advances from related parties. Management plans to seek additional funding to fund the operation of the Company’s business.

Our auditors have issued a "going concern" opinion, relative to our annual financial statements for the fiscal year ended August 31, 2015, meaning that there is substantial doubt if we can continue as an onOff-going business for the next twelve months unless we obtain additional capital. At that time, the Company did not have a source of revenue or assets sufficient to cover its operating costs. On September 21, 2015, a major shareholder loaned the Company $375,000 by way of a promissory note. During the nine-month period ended May 31, 2016, this note was revoked and previous accrued interest was reversed. Upon revocation of the note it was agreed upon to issue a total of 3,000,000 shares for total consideration of $375,000 which was received in October 2015. (See Notes 4 and 5 of the Financial Statements included in this Quarterly Report). As of May 31, 2016, we have a total of $265,492 in current assets, which we believe will be sufficient to meet our operating expenses for the next twelve (12) months. As of May 31, 2016, based on management's estimate and current cash balance ofsheet ~~the Company, the "going concern" opinion has been removed.~~arrangements

AsThe ofCompany ~~May~~has ~~31,~~no ~~2016,~~off-balance wesheet ~~had~~arrangements ~~$265,492~~that inhave ~~cash~~or asare ~~compared~~reasonably likely to ~~$32,678~~have ina ~~cash~~current ator ~~August~~future ~~31,~~effect ~~2015.~~or ~~Prior~~change toon ~~May~~the 31Company's financial condition, ~~2016~~revenues or expenses, ~~the~~results ~~Company~~of ~~received~~operations, ~~$375~~liquidity,~~000~~ ~~proceeds~~capital ~~from~~expenditures ~~the~~or ~~issuance~~capital ofresources athat ~~promissory~~are ~~note~~material to ainvestors. ~~related~~The ~~party.~~term ~~This~~"off-balance ~~note~~sheet ~~was~~arrangement" ~~revoked~~generally ~~and~~means ~~shares~~any ~~were~~transaction, ~~issued~~agreement ~~for~~or ~~the~~other ~~proceeds~~contractual asarrangement ~~detailed~~to ~~above~~which ~~and~~an inentity ~~the~~unconsolidated ~~financial~~with ~~statements~~the ~~included~~Company inis ~~this~~a ~~Quarterly~~party, ~~Report.~~under ~~During~~which the ~~nine-month~~Company ~~period~~has ~~ended~~(i) ~~May~~any ~~31,~~obligation ~~2016~~arising under a guarantee contract, ~~the~~derivative ~~Company~~instrument ~~also~~or ~~received~~variable interest; or (ii) a ~~loan~~retained ~~from~~or ~~related~~contingent ~~parties~~interest in ~~the~~assets ~~amount~~transferred ofto ~~$11,316~~such ~~and~~entity ~~$6,458~~or ofsimilar ~~such~~arrangement ~~loan~~that ~~was~~serves ~~repaid~~as ~~during~~credit, ~~the~~liquidity ~~nine-month~~or ~~period~~market ~~ended~~risk ~~May~~support ~~31,~~for ~~2016.~~such assets.

~~Off-balance~~Reports ~~sheet~~to ~~arrangements~~Security Holders

~~Other~~We ~~than~~will ~~the~~make ~~situation~~available ~~described~~free inof ~~the~~charge ~~section~~any ~~titled~~of ~~Capital~~our ~~Resources~~filings ~~and~~as ~~Liquidity,~~soon ~~the~~as ~~Company has no off-balance sheet arrangements that have or are~~ reasonably ~~likely~~practicable toafter ~~have~~we aelectronically ~~current~~file orthese ~~future~~materials ~~effect or change on the Company's financial condition~~with, ~~revenues~~ or ~~expenses,~~otherwise ~~results~~furnish ofthem ~~operations, liquidity, capital expenditures or capital resources that are material~~ to ~~investors. The term "off-balance sheet arrangement" generally means any transaction~~, ~~agreement or other contractual arrangement to which an entity unconsolidated with~~ the ~~Company~~Securities isand aExchange ~~party,~~Commission ~~under which the Company has~~ (i"SEC"). ~~any~~We ~~obligation~~are ~~arising~~not ~~under~~including athe ~~guarantee~~information ~~contract,~~contained ~~derivative instrument or variable interest; or (ii) a retained or contingent interest~~ in ~~assets~~our ~~transferred~~website toas ~~such~~part ~~entity~~of, or ~~similar~~incorporating ~~arrangement~~it ~~that~~by ~~serves~~reference ~~as credit~~into, ~~liquidity~~this orreport ~~market~~on ~~risk~~Form ~~support for such assets~~10-Q.

~~Reports~~The topublic ~~Security~~may ~~Holders~~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).

We11 ~~will~~Table ~~make available free~~ of charge any of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to, the Securities and Exchange Commission ("SEC"). We are not including the information contained in our website as part of, or incorporating it by reference into, this report on Form 10-Q.Contents

12Item ~~Table~~3. ofQuantitative ~~Contents~~and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~May~~November 3130, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the ~~nine~~three-month period ended ~~May~~November 3130, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1312 Table of Contents

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.

~~There~~The ~~were~~Company nohas ~~sales~~issued orPepVax, ~~repurchases~~Inc. 5,000,000 shares of common stock ~~during~~pursuant to the ~~quarter~~terms ~~ended~~and ~~May~~conditions 31of 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.

~~Item~~The 3.issuance ~~Defaults~~of ~~Upon~~such ~~Senior~~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.

~~None~~There were no sales or repurchases of common stock during the quarter ended November 30, 2016.

Item 43. ~~Mine~~Defaults ~~Safety~~Upon ~~Disclosures~~Senior Securities.

~~Not applicable~~None.

Item 54. ~~Other~~Mine ~~Information~~Safety Disclosures.

OnNot ~~June 2, 2016, the Company entered into a License Agreement (the "License Agreement") with PepVax, Inc~~applicable. 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 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. 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 have not yet been issued.

14Item ~~Table~~5. ofOther ~~Contents~~Information.

None.

Table of Contents

Item 6. Exhibits.

3.1		Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.~~1to~~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.

1514 Table of Contents

SIGNATURES

	Immage Biotherapeutics Corp. (Registrant)
Date: July 15, 2016	By:	/s/ Zhi Cong Mou
		Zhi Cong Mou
		President and Director
		Principal and Executive Officer
Date: July 15, 2016	By:	/s/ Elton F. Norman
		Elton F. Norman
		Chief Financial Officer and Director
		Principal Financial Officer

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

	Immage Biotherapeutics Corp. (Registrant)

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


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

Filing Compare · IMMAGE BIOTHERAPEUTICS CORP.