Immunoclin 10-Q 2014 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: April 30, 2014

o  TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File Number: 000-54738

IMMUNOCLIN CORPORATION

(Name of Small Business Issuer in its charter)

Nevada	32-0337695
(state or other jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
9107 Wilshire Blvd, Suite 450 Beverly Hills, California	90210
(Address of principal executive offices)	(Zip Code)

1-888-267-1175

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes   þ   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 

Yes   þ   No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer □           Accelerated filer □

Non-accelerated filer □          Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

Yes  o    No  þ

Number of common shares outstanding at July 23, 2014: 26,481,154

IMMUNOCLIN CORPORATION

FORM 10-Q

For the Period Ended April 30, 2014

TABLE OF CONTENTS

PART I   FINANCIAL INFORMATION
Item 1.     Condensed Financial Statement	3
Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.     Quantitative and Qualitative Disclosures about Market Risk	9
Item 4.     Controls and Procedures	9
PART II  OTHER INFORMATION
Item 1.     Legal Proceedings	10
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.     Defaults Upon Senior Securities	10
Item 4.     Submission of Matters to a Vote of Security Holders	10
Item 5.     Other Information	10
Item 6.     Exhibits and Certifications	10

 2               

 PART 1 FINANCIAL INFORMATION.

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

IMMUNOCLIN CORPORATION

IMMUNOCLIN CORPORATION

Consolidated Financial Statements

For the Three Months Ended April 30, 2014

(unaudited)

	Page No.
Consolidated Balance Sheets as at April 30, 2014 and January 31, 2014	F-2
Consolidated Statements of Operations and Comprehensive Income for the three months ended April 30, 2014 and 2013	F-3
Consolidated Statements of Cash Flows for the three months ended April 30, 2014 and 2013	F-4
Consolidated Statements of Stockholders’ Equity for the three months ended April 30, 2014 and three months ended April 30, 2014	F-5
Notes to Consolidated Financial Statements	F-6

 3               

IMMUNOCLIN CORPORATION

Consolidated Balance Sheets

As of April 30, 2014 and January 31, 2014

	April 30, 2014 $ (Unaudited)	January 31, 2014 $ (Audited)
ASSETS
Cash	90,035	51,956
Accounts receivable	22,658	14,309
Other receivable	7,745	7,745
Prepaid expenses	15,000	–
Current Assets	135,438	74,010
Property and equipment, net (Note 7)	10,048	6,241
Intangibles, net (Note 8)	19,408,851	19,793,466
Goodwill	654,992	654,992
Total Assets	20,209,329	20,528,709
LIABILITIES
Current Liabilities
Accounts payable	174,607	177,817
Accrued expenses, primarily management fees	721,811	469,888
Due to related parties (Note 4)	22,822	2,704
Notes payable, related parties (Note 5)	162,062	2,062
Notes payable, stockholders (Note 5)	72,997	72,997
Total Current Liabilities	1,154,299	725,468
Commitments and contingencies – Note 9
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 9,000,000 shares authorized,
0 shares issued and outstanding at April 30, 2014 and      January 31, 2014	–	–
Series A Preferred stock, $0.001 par value, 1,000,000 shares    authorized, 1,000,000 shares issued and outstanding at
April 30, 2014 and January 31, 2014	1,000	1,000
Common Stock, $0.001 par value, 290,000,000 shares authorized,
26,421,154 issued and outstanding April 30, 2014 and 26,503,515 at January 31, 2014	26,421	26,504
Prepaid consulting	(495,119)	(510,329)
Additional paid-in capital	33,206,856	33,164,274
Accumulated deficit	(13,656,328)	(12,862,769)
Cumulative translation adjustments	(27,800)	(15,439)
Total Stockholders’ Equity	19,055,030	19,803,241
Total Liabilities and Stockholders’ Equity	20,209,329	20,528,709

(The accompanying notes are an integral part of these consolidated financial statements)

 F-1               

IMMUNOCLIN CORPORATION

Consolidated Statements of Operations and Comprehensive Income

For the three months ended April 30, 2014 and 2013

	2014    $	2013       $
Revenues	–	–
Operating Expenses
Amortization	384,615	–
Depreciation	650	364
Management and consulting fees	313,042	–
General and administrative	80,544	35,875
Professional fees	9,055	3,210
Research and development	7,959	5,101
Total operating expenses	795,865	44,550
Net Operating Loss	(795,865)	(44,550)
Other income (expenses)
Interest expense, net	–	(5)
Tax credits, research and development	2,306	678
	2,306	673
Net Loss	(793,559)	(43,877)
Other Comprehensive Income
Foreign exchange translation adjustment	(12,362)	4,124
	(12,362)	4,124
Net Comprehensive Loss	(805,921)	(39,753)
Net loss per share – basic and diluted	(0.03)	(0.01)
Weighted average shares outstanding – basic and diluted	26,412,053	8,282,363

(The accompanying notes are an integral part of these consolidated financial statements)

F-2                

IMMUNOCLIN CORPORATION

Consolidated Statements of Cash Flows

For the Three Months Ended April 30, 2014 and 2013

	2014 $	2013 $
Operating Activities
Net loss for the period	(793,559)	(43,877)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	384,615	–
Depreciation	650	364
Amortization of prepaid consulting	57,710	–
Foreign exchange translation	(12,362)	4,124
Changes in operating assets and liabilities:
Accounts receivable	(8,349)	20,285
Accounts payable	16,790	(2,322)
Accrued expenses, primarily management fees	251,923	(6,177)
Net Cash Provided by (Used In) Operating Activities	(102,582)	(27,603)
Investing Activities
Purchase of property and equipment	(4,457)	–
Net Cash Used in Investing Activities	(4,457)	–
Financing Activities
Proceeds from related party loans	20,118	–
Proceeds from notes payable, related party	125,000	21,034
Net Cash Provided by Financing Activities	145,118	21,034
Change in Cash	38,079	(6,569)
Cash – Beginning of Period	51,956	167,146
Cash – End of Period	90,035	160,577
Supplemental Disclosures
Notes payable from legal trust deposit by 3rd party	20,000	–
Notes payable from prepaid expenses paid by related party	15,000	–
Cancellation of common stock	93	–
Common stock issued for prepaid services	42,500	700,000
Interest paid	–	–
Income tax paid	–	–

(The accompanying notes are an integral part of these consolidated financial statements)

 F-3               

IMMUNOCLIN CORPORATION

Consolidated Statements of Stockholders’ Equity (Deficit)

	Preferred Stock		Common Stock					Cumulative
	Shares	Par Value	Shares	Par Value	Additional Paid-In Capital	Prepaid Consulting	Translation Adjustments		Deficit	Total
	#	$	#	$	$	$	$		$	$
Balance – January 31, 2013	–	–	5,361,015	5,361	72,094	–	1,785		(389,628)	(310,388)
Preferred stock issued for  services	1,000,000	1,000	–	–	179,000	–	–		–	180,000
Common stock issued for  acquisition	–	–	10,000,000	10,000	19,990,000	–	–		–	20,000,000
Common stock issued for services	–	–	6,000,000	6,000	11,994,000	–	–		–	12,000,000
Common stock issued for prepaid services	–	–	10,000,000	10,000	690,000	(700,000)	–		–	–
Common stock issued to acquire patent	–	–	100,000	100	199,900	–	–		–	200,000
Common stock issued to settle liability	–	–	42,500	43	86,464	–	–		–	86,507
Founder shares cancelled	–	–	(5,000,000)	(5,000)	5,000	–	–		–	–
Amortization of prepaid consulting	–	–	–	–	–	189,671	–		–	189,671
Adjustments to reconcile additional paid-in capital and retained earnings from IML acquisition	–	–	–	–	(52,184)				507,176	454,992
Foreign exchange translation adjustment								(17,224)			(17,224)
Net loss for the year	–	–	–	–	–	–	–		(12,980,317)	(12,980,317)
Balance – January 31, 2014	1,000,000	1,000	26,503,515	26,504	33,164,274	(510,329)	(15,439)		(12,862,769)	19,803,241
Common stock issued for services	–	–	10,000	10	42,490	(42,500)	–		–	–
Cancellation of common stock	–	–	(92,361)	(93)	92	–	1		–	–
Amortization of prepaid consulting	–	–	–	–	–	57,710	–		–	57,710
Foreign exchange translation adjustment								(12,362)			(12,362)
Net loss for the period	–	–	–	–	–	–	–		(793,559)	(793,559)
Balance – April 30, 2014	1,000,000	1,000	26,421,154	26,421	33,206,856	(495,119)	(27,800)		(13,656,328)	19,055,030

 (The accompanying notes are an integral part of these consolidated financial statements)

 F-4               

IMMUNOCLIN CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.

Nature of Operations and Continuance of Business

Immunoclin Corporation (the “Company”), formerly Pharma Investing News, Inc., was incorporated in the State of Nevada on February 8, 2011.

On December 13, 2013, the Company acquired through a share for share takeover transaction Immunoclin Limited (“IML”), an England and Wales corporation, which is now a wholly-owned subsidiary.  The Company changed both its name to Immunoclin Corporation and its stock symbol to IMCL in conjunction with this acquisition.  The Company works on advanced immunology research and development skill to serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of April 30, 2014, the Company has minimal revenues, and has a working capital deficit of $1,018,656 and an accumulated deficit of $13,656,328. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.

Summary of Significant Accounting Policies

A.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  

Interim Financial Reporting

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").  These interim financial statements follow the same accounting policies and methods of application as used in the January 31, 2014 audited financial statements of Immunoclin Corporation (the “Company”).  All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the three month periods ended April 30, 2014 and 2013.  It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended January 31, 2014 included in our Form 10-K/A, filed with the Securities Exchange Commission on July 7, 2014. Operating results for the three months ended April 30, 2014 are not necessarily indicative of the results that can be expected for the year ending January 31, 2015.

The operating results of Immunoclin Limited (“IML”), acquired on December 13, 2013, were consolidated with the financial statements of the Company for the three months ended April 30, 2014.  

The Company changed the presentation of prepaid stock-based compensation from prepaid expense (current asset) to prepaid consulting (equity).

 F-5               

B.  Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the consolidated financial statements in the period they are determined.

C.  Basic and Diluted Net Income (Loss) Per Share

Under ASC 260, "Earnings Per Share" ("EPS"), the Company provides for the calculation of basic and diluted earnings per share.  Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity.  For the three months ended April 30, 2014 and 2013, basic and diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation.

D.  Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

E.  Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts and prompt payment discounts. Trade receivables do not bear interest. The allowance for doubtful accounts represents management’s estimate of the amount of probable credit losses in existing accounts receivable, as determined from a review of past due balances and other specific account data. Account balances are written off against the allowance when management determines the receivable is uncollectible. The Company does not have off-balance sheet credit exposure related to its customers.

F. Prepaid Expense

Prepaid expenses consist of prepaid audit and travel expenses.

G. Long-Lived Assets

Under ASC Topic 360, “Property, Plant, and Equipment”, the Company is required to periodically evaluate the carrying value of long-lived assets to be held and used.  ASC Topic 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.  In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.

The Company is adopting ASU update number 2012-02—Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment whereby the Company will first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that an indefinite-lived intangible asset is impaired.  If, after assessing the totality of events and circumstances, we conclude that it is not more than likely than not that the indefinite-lived intangible asset is impaired, then we are not required to take further action.  If the Company concludes otherwise, then we will determine the fair value of the indefinite-lived intangible asset and perform the required quantitative impairment test by comparing the fair value with the carrying amount.

F-6                

H. Fair Value Measurements

Under ASC Topic 820, the Company discloses the estimated fair values of financial instruments.  The carrying amounts reported in the balance sheet for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments (see Note 3).  The estimated fair value of other current assets and current liabilities approximate their carrying amounts due to the relatively short maturity of these instruments.  None of these instruments are held for trading purposes.  

I. Goodwill and Intangible Assets

Under ASC Topic 350 “Intangibles-Goodwill and Other”, goodwill is not amortized to expense, but rather is assessed or tested for impairment at least annually. Impairment write-downs are charged to results of operations in the period in which the impairment is determined. If certain events occur which might indicate goodwill has been impaired, the goodwill is tested for impairment when such events occur. Other acquired intangible assets with finite lives, such as acquired R&D and patents, are required to be amortized over the estimated lives. These intangibles are generally amortized using the straight-line method over estimated useful lives.

The Company tests the carrying value of goodwill and indefinite life intangible assets for impairment at least once a year and more frequently if an event or circumstance indicates the asset may be impaired. An impairment loss is recognized if the amount of the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less selling expenses or its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows (cash generating units).

The Company did not record an impairment loss on goodwill for the three months ended April 30, 2014 and 2013.

J. Revenue Recognition

Revenues are recognized at the time clinical and laboratory services are completed and delivered pursuant to percentage of completion and/or milestone payments as per contracts with the Company’s customers.

K. Research and Development Expenses

Under ASC Topic 730 “Research and Development”, costs are expensed as incurred. These expenses include the costs of our proprietary R&D efforts, as well as costs incurred in connection with certain licensing arrangements.  Before a product receives regulatory approval, we record upfront and milestone payments made by us to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred, and milestone payments are recorded when the specific milestone has been achieved.  Once a product receives regulatory approval, any milestone payments will be recorded as Identifiable intangible assets, less accumulated amortization and, unless the asset is determined to have an indefinite life, amortization of the payments will be on a straight-line basis over the remaining agreement term or the expected product life cycle, whichever is shorter.

L. Income Taxes

Under ASC Topic 740, “Income Taxes”, the Company in required to account for its income taxes through the establishment of a deferred tax asset or liability for the recognition of future deductible or taxable amounts and operating loss and tax credit carry forwards.  Deferred tax expense or benefit is recognized as a result of timing differences between the recognition of assets and liabilities for book and tax purposes during the year.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  

Deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry forwards.  A valuation allowance is established to reduce that deferred tax asset if it is "more likely than not" that the related tax benefits will not be realized.

Unfiled Federal Tax Returns:  For the years ending January 31, 2014 and 2013, the Company has not filed federal tax returns and may be subject to penalties.  The Company estimates that the amount of penalties, if any, will not have a material effect on the results of operations, cash flows or financial position.  No provisions have been made in the financial statements for such penalties, if any.

The Company is planning to have its accountants prepare and file overdue federal tax returns for the years ended January 31, 2014 and 2013 by Q4 of fiscal 2015.

F-7                

M.  Stock-Based Compensation

Under ASC Topic 718, ‘‘Compensation-Stock Compensation’’, the Company is required to measure all employee share-based payments, including grants of employee stock options, using a fair-value-based method and the recording of such expense in the statements of operations.  The Company has adopted ASC Topic 718 (SFAS 123R) and recognizes stock-based compensation expense using the modified prospective method.  As of April 30, 2014 and 2013, the Company has no employee stock options.

N.  Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of April 30, 2014 and 2013, the Company had foreign exchange translation adjustments of $(12,266) respectively, which are included in other comprehensive income in the consolidated financial statements.   

O. Recent Accounting Pronouncements

During the three months ended April 30, 2014 and through July 23, 2014, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company.  Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

P.  Reclassifications

For comparative purposes, certain prior period consolidated financial statements have been reclassified to conform with report classifications of the current year.

3.  Fair Value Measurements and Disclosures

ASC Topic 820, Fair Value Measurement, establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:

Level 1

Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities that the Company can access at the measurement date.

Level 2

Inputs to the valuation methodology are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Inputs to the valuation methodology are unobservable inputs for the asset of liability.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for the Company’s liabilities measured at fair value.  There have been no changes in the methodologies used at April 30, 2014.

Intangibles from IML acquisition:  The Company acquired $19,800,000 in R&D intangibles in the acquisition of IML that are valued at fair market value as determined by an independent valuator.  

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.  The following tables set forth by level, within the fair value hierarchy, the Company’s assets at fair value as of April 30, 2014.  

	Level 1	Level 2	Level 3	Total
Intangibles from acquisition of IML, net of accumulated
amortization	–	–	$19,408,742	$19,408,742

F-8                

4.

Related Party Transactions

Appointment of director and officer

On March 1, 2014, Dr. Khadija Benlhassan was appointed director and Chief Scientific Officer pursuant to her management agreement dated January 23, 2014.  

Loans

On February 7, 2014, Intrinsic Venture Corp. loaned the Company $10,000 via a third-party payment to the Company’s attorney Dean Law Corp. in trust.

On February 18, 2014, Intrinsic Capital Corp. loaned Immunoclin Limited, the Company’s wholly owned subsidiary, $100,000.

On March 10, 2014, Intrinsic Capital Corp. loaned the Company $15,000 via a third-party payment to the Company’s auditors Sadler, Gibb & Associates, LLC.

On April 7, 2014, Intrinsic Capital Corp. loaned the Company $25,000.

On April 30, 2014, Intrinsic Venture Corp. loan the Company $10,000 via a third-party payment to the Company’s attorney Dean Law Corp. in trust.

Intrinsic Venture Corp. and Intrinsic Capital Corp. are owned and controlled by the Company’s CFO, J. Scott Munro.

During the three months ended April 30, 2014, the Company recorded the following related party management fees and stock-based compensation (“SBC”):

Related Party	Position	Fees	SBC
Dr. Dorothy Bray	CEO/President	$  57,666	$           –
J. Scott Munro	CFO	56,666	–
Chad S. Johnson, Esq.	COO and General Counsel	41,000	–
Khadija Benlhassan	CSO	36,334	–
Raymond Dabney	Managing Consultant	57,666	56,895
		$249,332	$249,332

The above table includes management fees and stock-based compensation paid to/earned by companies beneficially owned by the related parties.

 F-9               

5.

Notes Payable

The Company has $72,997 (2014; $72,997) in non-interest bearing, unsecured, promissory notes due upon demand in 12 months to Jagpal Holdings Ltd.  A note for $55,145 was due and payable on April 25, 2014 and a note for $17,852 is due and payable on June 1, 2014.  The Company is currently negotiating with the note holder to extend the notes.

The Company has $140,000 (2014: $0) in non-interest bearing, unsecured, promissory notes due on June 20, 2015 to Intrinsic Capital Corp. and $22,062 (2014: $2,062) in non-interest bearing, unsecured, promissory notes with $2,062 due on October 21, 2014 and $20,000 due on April 30, 2015 to Intrinsic Venture Corp.  Both companies are owned and controlled by the Company’s CFO J. Scott Munro. (see Note 4)

6.

Equity

The Company is authorized to issue 290,000,000 shares of common stock with a par value of $0.001 per share.  These shares have full voting rights.  There were 26,421,154 and 26,503,515 shares of common stock issued and outstanding as of April 30, 2014 and January 31, 2014, respectively.

The Company is also authorized to issue 1,000,000 shares of Series A preferred stock, with a par value of $0.001 per share.  The shares of Series A preferred stock have 51% of the total vote on all shareholder matters and 66-2/3% of the Series A preferred stockholders may make any affirmative vote to amend, alter or repeal and provision of the Articles of Incorporation or the Bylaws of the Company.  There were 1,000,000 shares of Series A preferred stock issued and outstanding as of April 30, 2014 and January 31, 2014.

The Company is also authorized to issue 9,000,000 shares of preferred stock.  These shares have full voting rights.  There were 0 and 0 issued and outstanding as of April 30, 2014 and January 31, 2014, respectively.

On March 20, 2014, Prestige Performance Corp. cancelled 92,361 shares of common stock.  The Company recorded $92 as additional paid-in capital, $1 to translation adjustments, and ($93) to common stock for the cancellation.

During the three months ended April 30, 2014, the Company issued the following common stock:

On April 23, 2014, the Company signed a two-year management consulting agreement with Dr. Marco Kaiser to act as an advisor for molecular biology, genetics, infectious diseases, and DACTELLIGENCE™.  Dr. Kaiser was issued 10,000 rule 144 restricted shares of common stock with a fair market value of $42,500, or $4.25 per share, in addition to performance bonuses for services rendered under the agreement.

Stock Options and Warrants:

The Company has no stock options or warrants outstanding.

7.

Equipment

		Accumulated	Net Book Value	Net Book Value
	Cost	Depreciation	April 30, 2014	January 31, 2014
Computers	$  15,927	$  5,879	$  10,048	$  6,241

All equipment is stated at cost.  Maintenance and repairs are charged to expense as incurred and the cost of renewals and betterments are capitalized.  Depreciation is computed using the straight-line method over the 5 year estimated lives of the related computer equipment.

8.

Intangible Assets

	April 30, 2014	January 31, 2014
Patents	$      200,000	200,000
Research and development	19,800,000	19,800,000
Less accumulated amortization	(591,258)	(206,534)
	$19,408,742	19,793.466

Intangible assets are stated at fair value on the date of purchase less accumulated amortization. Amortization is computed using the straight-line method over the estimated lives of the related assets (13 years for intellectual assets).                   

On December 13, 2013, the Company acquired the remaining 50% interest in the DACTELLIGENCE™ patent from one of the inventors for consideration of 100,000 shares of common stock with a fair market value of $200,000 or $2.00 per share.

On December 13, 2013, the Company acquired R&D intangibles in the IML acquisition.  An independent valuation firm validated the purchase price for IML to be $20,000,000 consisting of $19,800,000 in intangibles-R&D, 654,992 in goodwill, and ($454,992) in net tangible assets acquired, which was confirmed by a third-party valuator assessment.  

The Company will recognize approximately $1,538,462 in intangible amortization expense per year over the next 13 years with intangibles being fully amortized by fiscal 2028.

F-10                

9.

Commitments and Contingencies

The Company has a 1,668 sq. ft. laboratory facility located in Paris, France at the Centre de Recherche des Cordeliers (CRC).  The laboratory has operated under a lease with University of Pierre and Marie Currie (UPMC) in Immunoclin Limited since 2001. Lease commitments are approximately $38 per square foot or $63,000 per year, plus charges of approximately $4,000.  The lease is paid semi-annually on January 1^st and June 1^st.  The Company is currently under negotiations with UPMC to extend the lease, which is set to expire on December 31, 2015.

The Company’s corporate headquarters is currently on a month-to-month lease of $250 with no other commitments. (See Note 10)

The Company has no other commitments or contingencies.

10.

Subsequent Events

The following loans were made to the Company subsequent to the three months ended April 30, 2014:

Intrinsic Venture Corp.

May 16, 2014

$  14,500

Intrinsic Capital Corp.

June 3, 2014

$100,000

June 5, 2014

      7,500

June 30, 2014

    46,248

 $153,748

Intrinsic Venture Corp. and Intrinsic Capital Corp. are owned and controlled by the Company’s CFO, J. Scott Munro.

On June 30, 2014, $240,000 of the loans made to the Company by Intrinsic Capital Corp. were secured by a non-interest bearing promissory note due upon demand in 12 months.  (see Note 4)

On July 2, 2014, the Company dismissed Sadler, Gibb & Associates, LLC. as its certifying accountant.  On July 3, 2014, the Company engaged Turner, Stone & Company, LLP as its new certifying accountant.  These changes were announced on Form 8-K filed with the SEC on July 7, 2014 file no 000-54738.

Agreements and Equity

On June 18, 2014, a meeting of the Board of Directors with the unanimous consent approved the issuance of 2,000,000 stock options to each management staff of the Company.  Each unregistered stock option is exercisable at a price of $1.45 per share and converted into one common share with expiry five-years from vesting.  On June 30, 2014, the Board of Directors signed the resolution to ratify the issuance of the previously approved unregistered stock options.  Dr. Dorothy Bray, Chad Johnson, Dr. Khadija Benlhassan, J. Scott Munro, and Raymond Dabney each received 2,000,000 stock options at an exercise price of $1.45 (current market) that expire five-years from vesting.  1,000,000 options vest on each of November 1, 2014 and November 1, 2015.  

Subsequent to the three months ended April 30, 2014, the Company entered into the following agreements with scientific advisors:

On May 1, 2014, the Company signed a two-year management consulting agreement with Railton Frith and his affiliates to act as advisors for DACTELLIGENCE™.  Mr. Frith was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement.

On May 7, 2014, the Company signed a two-year management consulting agreement with Professor Antony Bayer and his affiliates to act as advisors for neurology and aging.  Prof. Bayer was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $37,500, or $3.75 per share, in addition to performance bonuses for services rendered under the agreement.

On May 27, 2014, the Company signed a two-year management consulting agreement with Professor Jean Mariani to act as an advisor for treatments targeting central nervous system diseases and aging.  Prof. Mariani was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $50,000, or $5.00 per share, in addition to performance bonuses for services rendered under the agreement.

On June 1, 2014, the Company signed a two-year management consulting agreement with Dr. Heinz Ellerbrok and his affiliates to act as advisors for infectious diseases and DACTELLIGENCE™.  Dr. Ellerbrok was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement.

On June 4, 2014, the Company signed a two-year management consulting agreement with Professor Iwona Wybrańska and her affiliates to act as advisors for nutrigenomics, metabolomics and functional food.  Prof. Wybrańska was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement.

On June 21, 2014, the Company signed a two-year management consulting agreement with Dr. Gundula Piechotta and her affiliates to act as advisors for infectious diseases and DACTELLIGENCE™.  Dr. Piechotta was issued 10,000 Rule 144 restricted shares of common stock with a fair market value of $56,000, or $5.60 per share, in addition to performance bonuses for services rendered under the agreement.

The Company entered into a 2-year lease, with a 2-year renewal option, for a new corporate office in Washington, DC that will commence on August 1, 2014.  Commitments under the lease are $2,900 per month, plus shared costs.

Common shares reconciliation table:

Issued and outstanding as of April 30, 2014             26,421,154

Subsequent event issuances                                         60,000

Issued and outstanding as of July 23, 2014              26,481,154

 F-11               

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Statement

This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Overview

Immunoclin Corporation (formerly Pharma Investing News, Inc.) was incorporated in the State of Nevada on February 8, 2011.

On December 13, 2013, the Company acquired Immunoclin Limited (“IML”), an England and Wales incorporated company, which is now a wholly-owned subsidiary.  The Company changed both its name to Immunoclin Corporation and its stock symbol to IMCL in conjunction with this acquisition.  The Company works on advanced immunology research and development skill to serve the pharmaceutical, biotechnology and food industries, providing comprehensive, clinical and basic science research expertise at a commercial scale and quality.

We have a laboratory in Paris, France at the Centre de Recherche des Cordeliers (CRC), corporate headquarters in Beverly Hills, California.

Research and Development

The Company continues research and development on several products including:

MIRA™—an intelligent algorithm to analyze the complex multi-variant data (cytokines and cellular markers) to identify people who are at risk of having heart attack. MIRA™ detects inflammatory factors that contribute to causing or enhancing processes leading to the obstruction of blood flow and ultimately to a cardiovascular event such as a heart attack.

GARD™—a genetic test for multiple genetic polymorphisms (variants) associated with increased risk of the most common form of dementia: late-onset Alzheimer’s disease.

PRIMALEUKIN™—commonly known as interleukin-22 (IL-22), has a unique position as a combined antibacterial, anti-fungal and antiviral agent, harnessing and amplifying the body’s own natural defense against, and recovery from, infection.  

DACTELLIGENCE™—a technology and newly patented concept in bio-sensing with a potential to challenge state-of-the-art detection platforms in multiple diagnostic fields. This technology targets the delivery of pure electronic point-of-care devices capable of rapid detection while simultaneously processing data.    

GastroWellBeing™ (GWB™) -an immunological food supplement.

Summaries of the Company’s product are located on our website at: http://immunoclin.com/index.php/products/products-overview

4                

Intellectual Property

The Company has registered patents important to the Company’s business. From time to time, the Company may become involved in litigation to protect its intellectual property and defend against the alleged use of third-party intellectual property.

Products

            Immunoclin currently has several prototypes, concepts, and formulations for development of products MIRA™, GARD™, PRIMALEUKIN™, DACTELLIGENCE™, and GastroWellBeing™.  However, no products are currently in production.  The Company anticipates completing development of GastroWellBeing™ by Q3 and commencing sales by Q4 of the fiscal year ending January 31, 2015.

Employees/Consultants

As of the date of this filing, the Company has 4 executive officers, and 1 managing consultant, for a total of 5 staff under management contracts.  The Company has 7 consultants under scientific advisor contracts.  The Company plans to hire additional laboratory and support staff during fiscal 2015.

Scientific Advisors

Mr. Railton Frith

Mr. Frith, as an inventor, led the team of professionals that designed ImmunoClin's DACTELLIGENCE™ bio-sensing technology.  He was a founding member of the pioneering Silicon Valley network company Zynar/Nestar Systems.  As an independent technology expert, Mr. Firth has worked for a number of noted banks and financial institutes and has created large-scale high volume information systems for diverse industry leaders in such markets as publishing and clinical institutions.

Professor Antony Bayer, MB, FRCP

Professor Bayer is the Personal Chair, Institute of Primary Care & Public Health, Cardiff University School of Medicine in Cardiff, Wales, UK. He is also the Head of the Geriatric Medicine Section as well as the Director of the Memory team.  He is a leading researcher in the area of dementia and has focused research on the clinical care of people with cognitive disorders, with special interest in Alzheimer’s disease. Prof. Bayer is Editor of the journal 'Reviews in Clinical Gerontology' and holds various Alzheimer's and Aging appointments.

Professor Jean Mariani, MD, PhD

Professor Mariani is a neurobiologist and physician, leading researcher in the area of central nervous system diseases and aging. He is a professor at the Pierre and Marie Curie University (UPMC) in Paris, France, one of the largest and most respected European universities specializing in science and medicine, where he teaches neuroscience and the biology of aging. Prof. Mariani, among many honors, is the director of DHU FAST, a new multi-unit network of excellence conducting research into age related diseases, and of the newly built Charles Foix Institute of Longevity.

5                

Marco Kaiser, PhD

Dr. Kaiser is a key member of GenExpress GmbH, a known German molecular biology company. He studied at the Technical University Berlin in the field of medical biotechnology and completed his doctoral thesis in "Ultra sensitive multiplex diagnostics for emerging pathogens" at the Centre for Biological Threats and Specific Pathogens at the renowned Robert Koch Institute in Berlin, Germany. Dr. Kaiser has a strong background in developing technologies for use in virology and dermatological research, and has authored numerous scientific publications and oral presentations.

Gundula Piechotta, PhD

Dr. Piechotta is biochemist and researcher for the Fraunhofer Institute for Silicon Technology (ISIT), Germany, one of Europe's most modern research facilities for microelectronics and microsystems technology. Dr. Piechotta is an expert in biotechnical microsystems, including bio-MEMS, microarrays, and other miniaturized and integrated devices for biological and biochemical diagnostics.

Heinz Ellerbrok, PhD

Heinz Ellerbrok, PhD is the deputy head of the Centre for Biological Safety, Robert Koch Institute (RKI), Germany, the central federal institution responsible for disease control and prevention and therefore the central federal reference institution for both applied and response-orientated research as well as for the Public Health Sector.  Dr Ellerbrok has long standing experience in virology including development and application of molecular diagnostics as well as applied and basic research on various pathogens, molecular biology and management of national and international research networks.

Professor Iwona Wybrańska, PhD

Professor Wybrańska is the head of the Department of Genetic Diagnostic and Nutrigenomics, and Chair of Clinical Biochemistry, The Jagiellonian University, Medical College, Kraków, Poland. She is an expert in genotype-based personalized nutrition, a concept that links genotyping with specific nutritional advice in order to improve prevention and therapy of nutrition associated chronic diseases.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC.  You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549.  You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

 6               

CONSOLIDATED RESULTS OF OPERATIONS

Working Capital

	April 30, 2014 $	January  31,  2014 $
Current Assets	135,438	74,010
Current Liabilities	1,154,299	725,468
Working Capital Deficit	(1,018,861)	(651,458)

Cash Flows

	Three Months Ended	Three Months Ended
	April 30, 2014 $	April 30, 2013 $
Cash Flows used in Operating Activities	(137,582)		(27,603)
Cash Flows from Investing Activities	(4,457)		─
Cash Flows from Financing Activities	180,118		21,034
Net increase (decrease) in Cash During Year	38,079		(6,569)

Operating Revenues

We generated no revenues for the three months ended April 30, 2014 and 2013.

For the Three Months Ended April 30, 2014 (“2014”) as Compared to Three Months Ended April 30, 2013 (“2013”):

For 2014 and 2013, the Company earned $0 revenues.  The reduced revenues are the result of the Company stopping contracted clinical services for 3^rd parties in order to focus on internal research and development of its own patents and products.

For 2014, the Company incurred $795,865 of operating expenses compared to $44,550 for 2013.  This increase is due to the following major changes in operating expenses:

(i)

Amortization increased to $384,615 in 2014 from $0 in 2013.  This increase is the result of amortization on R&D and patent intangibles acquired with Immunoclin Limited on December 13, 2013 for 2014.  There were no intangibles to amortize in 2013.

(ii)

Management and consulting fees increased to $313,042 for 2014 compared to $0 for 2013, which was the result management and consulting contracts entered at the end of fiscal 2014 and relating stock-based compensation and management fees.  $57,710 was non-cash stock-based compensation.

(iii)

General and administrative expenses increased from $35,875 in 2013 to $80,544, representing an increase of $44,669 or 124.5%, in 2014.  This increase was due to increased operating activity and related G&A expenses in 2014 as compared to 2013.

(iv)

Research and development expenses increased to $7,959 in 2014 as compared to $5,101 for 2013, representing an increase of $2,858 of 56.0%.  This increase was due to increased laboratory and clinical work and related expenses on development of patents and products in 2014 as compared to 2013.

For the three months ended April 30, 2014 and 2013, the Company had a loss per share of $0.03 and $0.01, respectively.

7                

LIQUIDITY AND CAPITAL RESOURCES

As at April 30, 2014, the Company had cash of $90,035 and total assets of $20,209,329 compared with $51,956 in cash and $20,528,709 in total assets at January 31, 2014. The decrease in assets resulted from amortization of intangible assets and decrease in cash used in operating activities.   

Cash flows from Operating Activities

We used net cash of $137,582 in operating activities for the three months ended April 30, 2014 compared to using net cash of $27,603 in operating activities for the same period in 2013.  

Cash flows from Investing Activities

We used $4,457 in investing activities for the three months ended April 30, 2014 compared to using net cash of $0 in investing activities for the same period in 2013.

Cash flows from Financing Activities

The Company had net cash of $180,118 provided by financing activities for the three months ended April 30, 2014 compared to $21,034 in financing activities for the same period in 2013.

Liquidity and Capital Resources

As of April 30, 2014, we had cash and cash equivalents of $90,035 and working capital of ($1,018,861).  As of April 30, 2014 our accumulated deficit was $13,656,328.    

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Off-Balance Sheet Arrangements

As of April 30, 2014, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

8                

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of April 30, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

9                

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

None.              

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit	Exhibit
Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase

10                

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

		IMMUNOCLIN CORPORATION
Date:  July 24, 2014	By:	Dr. Dorothy Bray
		Dr. Dorothy Bray
		President, Chief Executive
		Officer and Director
Date:  July 24, 2014	By:	J. Scott Munro
		J. Scott Munro
		Chief Financial Officer

11