For the quarterly period ended December 31, 2009

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12months (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. 

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 definitions of "large accelerated filer,", "accelerated filer," and "smaller reporting company" in Rule12b-2 of the Exchange Act. (Check one):

Number of shares of Common Stock, $ 0.0001 par value, outstanding at March 22, 2010: 52,621,574.

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management, and commence immediately below, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.

See accompanying notes to unaudited condensed consolidated financial statements

Pulmo BioTech Inc. and Subsidiary

See accompanying notes to unaudited condensed consolidated financial statements

See accompanying notes to unaudited condensed consolidated financial statements

Pulmo BioTech Inc. (the "Company") was incorporated under the laws of the state of Delaware on July 20, 2006 by its then parent, Syntony Group, Inc. The Company is currently in the development stage and is continuing to develop its planned principal operations. In accordance with such plans, the Company completed a merger on February 28, 2008, pursuant to Plan of Merger with Lumen Medical, Inc. ("Lumen") (see "Acquisition" below), which was entered into on October 1, 2007. The Merger Agreement provided for a business combination whereby Lumen was merged with and into the Company in accordance with the terms of the Merger Agreement, with the Company continuing as the surviving corporation (the "Merger"). Pursuant to the Merger, the stockholders of Lumen received in exchange for all of the outstanding shares of Lumen an aggregate of 51,250,000 shares of common stock, $0.0001 par value per share, of the Company. Simultaneous with the Merger, the Company changed its name to Pulmo BioTech, Inc. From inception to date, financing for the Company's activities has been provided primarily by the issuance of stock and by advances from stockholders and related parties (see Note 3).

ACQUISITION

The acquisition of Lumen has been recorded under the purchase method of accounting. As both the Company and Lumen are under common ownership, the assets and liabilities of Lumen and its Canadian subsidiary, PulmoScience, Inc., were recorded at their historical cost and the operations of Lumen are reflected in the financial statements at their historical amounts. Each outstanding share of Lumen received 3,125 shares of common stock of the Company. At February 29, 2008, Lumen's liabilities exceeded its assets by $877,214. This excess has been reflected as a reduction of additional paid in capital.

Lumen was incorporated on February 23, 2006 as a vehicle to invest in North American businesses. On July 27, 2006, Lumen identified PulmoScience, Inc. ("PulmoScience") as the subject for investment and during 2006 increased its ownership of PulmoScience to 51%. PulmoScience is a development stage biotechnology company that is developing a noninvasive Molecular Imaging solution for the diagnosis of Pulmonary Embolism, Pulmonary Hypertension, and Lung Inflammatory diseases. This new diagnostic methodology is called PulmoBind. PulmoBind uses an intravenously delivered radionuclide tagged molecule which specifically bonds to the inner walls of the circulatory system in the lungs, and by the use of an external Gamma Camera allows an image of the integrity of the blood vessels throughout the lungs to be seen by a diagnostic clinician.

PulmoScience was initially owned 51% by the Company with the remainder of the equity shared between Innovacor (a subsidiary of the Montreal Heart Institute) and Dr. Jocelyn Dupuis (the originator of the PulmoBind Molecular Imaging technology). The Company had an option to increase its stake in PulmoScience to 61% with the payment of an additional $200,000 (Canadian). On June 17, 2008, the Company exercised this option by the cancellation of its loan receivable from PulmoScience in exchange for 2,564,102 shares of common stock of PulmoScience.

The Company also has an option to purchase the 39% remaining noncontrolling interest in PulmoScience (the "39% Option") for $10,000,000 (Canadian) (the "39% Option Price"). The Company has the option to pay the 39% Option Price in the form of its publicly traded shares having an aggregate market value equal to the 39% Option Exercise Price based on the weighted average price of the Company's publicly traded shares during the 30-days preceding the exercise of the 39% Option converted into Canadian Dollars at the spot rate as published by the Bank of Nova Scotia on the last trading date immediately preceding the exercise of the 39% Option.

Basis of Presentation

The unaudited condensed consolidated financial statements include all the accounts of the Company and its subsidiary. All material intercompany balances and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and with the rules and regulations of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all information and notes required by accounting principles generally accepted in the United States for complete financial statement presentation. In the opinion of management all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for the interim periods have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company together with the Company's management discussion and analysis in the Company's March 31, 2009 Form 10-K. Interim results are not necessarily indicative of the results for future interim periods or for the full year.

Research and Development Costs

Research and development costs are expensed as incurred. Amounts in connection with Canadian government assistance programs, such as investment tax credits for research and development costs, are reflected as income tax credits (benefits) when the costs are incurred, provided the Company is reasonably certain that the credits will be received based on their refundable nature. Non-refundable credits can be carried forward and serve to reduce future fiscal period taxes in profitable periods. Furthermore, the investment tax credits for research and development costs must be examined and approved by the applicable Canadian tax authorities prior to payment of the cost reimbursement, or determination of the carryforward value. It is possible that the amounts requested under such filings may differ from the amounts received.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurement

The Company complies with the terms of the accounting pronouncement governing fair value measurement.  Currently, all asset and liability book values equate with their fair values based on their relative components.

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board ("FASB") issued the FASB Accounting Standards Codification ("Codification") as the single source of authoritative non-governmental U.S. GAAP which was launched on July 1, 2009. The Codification is a new structure which takes accounting pronouncements and organizes them by approximately ninety accounting topics. The Codification is now the single source of authoritative U.S. GAAP. All guidance included in the Codification is now considered authoritative, even guidance that comes from what is currently deemed to be a non-authoritative section of a standard. Upon the Codification's effective date, all non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification's effective date is for all periods ending after September 15, 2009. The Codification is for disclosure only and has not impacted the Company's financial condition or results of operations. The Company has adopted the Codification, and reflects such adoption throughout this filing.

In December 2007, the FASB issued an amendment to the pronouncements governing the reporting and disclosure requirements relating to Noncontrolling Interests in Consolidated Financial Statements. The objective of the amendment is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require the following changes. The ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent's equity. The amount of consolidated net income (loss) attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of operations. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary is initially measured at fair value. The gain or loss on the deconsolidation of the subsidiary is measured using the fair value of any noncontrolling equity investment rather than the carrying amount of that retained investment and entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. The Company has adopted this amendment effective April 1, 2009, and its impact is reflected in the attached unaudited condensed consolidated financial statements.

In December 2007, the FASB issued guidance on business combinations that improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about business combinations and their effects. To accomplish these objectives, the statement establishes principles and requirements as to how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company has adopted this pronouncement effective April 1, 2009. Based on the absence of any business combination activity subsequent to March 31, 2009, the adoption of this pronouncement has not had an effect on the Company's financial statements.

In May 2009, the FASB issued guidance on subsequent events. This guidance requires an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. For nonrecognized subsequent events that must be disclosed to keep the financial statements from being misleading, an entity will be required to disclose the nature of the event as well as an estimate of its financial effect, or a statement that such an estimate cannot be made. In addition, the pronouncement requires an entity to disclose the date through which subsequent events have been evaluated. The pronouncement is effective for the Company beginning in the first quarter of fiscal year 2010 and is required to be applied prospectively. The Company adopted the pronouncement in May 2009; the impact of such adoption is one that correlates with the magnitude of subsequent events, if any, occurring subsequent to the balance sheet date, and prior to the issuance of the respective filing.

Management does not believe that any other recently issued, but not yet effective accounting pronouncement, if adopted, would have a material effect on the accompanying unaudited condensed consolidated financial statements.

Foreign Currency Translation

Monetary assets and liabilities in foreign currency are translated at the exchange rate in effect at the balance sheet date, whereas other assets and liabilities are translated at the transaction date. Income and expenses in foreign currency are translated at the exchange rate in effect at the transaction date. Gains and losses are included in the results of operations. 

Reclassifications

Prior period amounts have been reclassified where necessary to conform with current presentation and to aid in comparability.

The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses from inception, has a net working capital deficiency, and has had no operating revenue sources through December 31, 2009. Since inception, the source of financing for the Company's activities has primarily been from stockholder and related party borrowings.

The Company's management continues to actively plan and to seek additional sources of debt or equity financing and continues to plan on developing cash flows through future fiscal period product development and sales. There can be no assurance that management will be successful in its efforts or at favorable terms.

These factors raise substantial doubt about the Company's ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

As of December 31, 2009, the Company and its subsidiary had borrowed an aggregate of $1,698,671 from a significant stockholder. The loans were non interest bearing and payable upon demand. Subsequent to December31, 2009, such stockholder made additional noninterest bearing advances of $21,000 to the Company.

For the three and nine months ended December 31, 2009, the Company incurred legal expense due to an officer of the Company for $4,500 and $16,500, respectively.

For the three and nine months ended December 31, 2009, the Company incurred management fees of $22,705 and $69,078, respectively,to a company controlled by an officer/stockholder.

For the three and nine months ended December 31, 2009, PulmoScience incurred $-0- and $-0-, respectively, in consulting fees to a company that provides software and hardware solutions for commercial and medical events, owned by a director and incurred $17,804 and $50,043, respectively, in consulting fees to a company owned by a director/officer. In addition, for the three and nine months ended December 31, 2009, $52,797 and $84,595 was incurred for research fees paid to a company affiliated with a director/officer.

Effective January 1, 2007, the Company adopted the pronouncement on accounting for uncertainty in Income Taxes which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Management has evaluated and concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated financial statements. The Company's policy is to classify assessments, if any, for tax related interest as interest expenses and tax related penalties as general and administrative expenses.

In accordance with the merger completed on February 28, 2008, with Lumen (all as more fully described in Note 1, above), whereby Lumen was merged with and into the Company in a business combination. Lumen at the time of the merger owned 51% of PulmoScience. The Company had an option to increase its stake in PulmoScience to 61%, and exercised such option in fiscal 2009. The 39% of PulmoScience which the Company does not own represents the noncontrolling interest.

Subsequent Events have been evaluated through the date the financial statements were issued.

The statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of the Company, including, without limitation, (i) the Company's ability to raise capital, and (ii) statements preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which the Company may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, the Company's ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statement.

Our plan of operation for the next twelve months is to concentrate on advancing PulmoScience's PulmoBind technology toward regulatory approval and commercialization.

We will be required to raise additional funds in the next 12 months in order to continue in existence. Recently, the funds required to support our operations and research and development efforts have been provided by our principal stockholder, Tendall FZCO. While Tendall is not obligated to continue providing funding to our Company, it has advised us that it will continue to do so during the next 12 months, following the release of this filing on Form 10-Q, until the Company is able to raise debt or equity funds from financial institutions and/or accredited investors.

The Company had no revenues for the nine months ended December 31, 2009 and 2008, and the Company incurred net losses of $104,788 and $94,573, respectively. General and administrative expense decreased by $1,353 for the nine months ended December 31, 2009 as compared to the 2008 period, primarily as a result of a decrease in legal and accounting expenses. Research and development expense was $60,603 for the nine months ended December 31, 2009,as compared to $33,326 in the 2008 period.

The Company has generated no profit since reactivation on March 26, 2001. Cumulative losses total of $1,402,374 are attributable to Pulmo Bio Tech, Inc., since the Company's reactivation, during the same period the non-controlling interest incurred losses of $323,918. Primarily, these losses are the result of inception to date legal and accounting expenses, in addition to cumulative research and development expenses of $462,000.

At December 31, 2009, the Company had $5,405 in cash resources.While the Company's cash resources at December 31, 2009 were not sufficient to pay the Company's accounts payable and accrued expenses at that date or to provide for the expected expenses of the Company during the next 12 months.

We had no off-balance sheet arrangements as of December 31, 2009 or during the quarter then ended.

We have no market risk sensitive instruments.

As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic Securities and Exchange Commission reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. In addition, we reviewed our internal controls over financial reporting, and there have been no changes in our internal controls or in other factors in the last fiscal quarter that has materially affected our internal controls over financial reporting.

We had no changes in our internal control over financial reporting during the period covered by this Quarterly Report.

None; not applicable.

Not Applicable

Except as set forth below in our previous filings with the Securities and Exchange Commission, we have not sold any unregistered securities during the last three years.

There were no proceeds received during the six month period ending December 31, 2009, from the sale of registered securities of the Company because we did not register under the Securities Act of 1933, nor did we have any sales of securities during such period.

None

None; not applicable.

None; not applicable.

We have not established an Audit Committee, a Nominating Committee or a Compensation Committee because, due to our lack of operations and the fact that we only have only two directors, we believe that our Board of Directors is able to effectively manage the issues normally considered by those committees. If we do establish one or more of these committees, we will disclose this change in a public filing.

(a) Exhibits and index of Exhibits.

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

I, Garry McCann, certify that:

1.   I have reviewed this Quarterly Report of Pulmo BioTech Inc. (the "Registrant") on Form 10-Q for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (this "Report");

2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.   The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-1 5(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

5.   The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

A signed original of this written statement required by Section 302 has been provided to Pulmo Biotech, Inc. and will be retained by Pulmo Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

I, Rajiv Garg, certify that:

1.   I have reviewed this Quarterly Report of Pulmo BioTech Inc. (the "Registrant") on Form 10-Q for the period ended December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (this "Report");

2.   Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3.   Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

4.   The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-1 5(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

5.   The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

a.  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

A signed original of this written statement required by Section 302 has been provided to Pulmo Biotech, Inc. and will be retained by Pulmo Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

I, Garry McCann, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Pulmo Biotech, Inc. for the quarter ended December 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pulmo Biotech, Inc.

I, Rajiv Garg, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,that the Quarterly Report on Form 10-Q of Pulmo Biotech, Inc. for the quarter ended December 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pulmo Biotech, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Pulmo Biotech, Inc. and will be retained by Pulmo Biotech, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.