UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ______________)*
Intrabiotics Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
46116T100
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(CUSIP Number)
December 14, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 46116T100
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kellogg Capital Group, LLC
Tax I.D.: 13-4067067
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power 1,095,395
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6. Shared Voting Power 0
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7. Sole Dispositive Power 1,095,395
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,095,395
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9)
11.8%
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12. Type of Reporting Person
BD
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Item 1.
(a) Name of Issuer
Intrabiotics Pharmaceuticals, Inc.
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(b) Address of Issuer's Principal Executive Offices
1009 Oak Hill Road
Suite 201
Lafayette, CA 94549
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Item 2.
(a) Name of Persons Filing
Kellogg Capital Group, LLC
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(b) Address of Principal Business Office or, if none,
Residence
55 Broadway, 4th Floor
New York, NY 10006
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(c) Citizenship
Kellogg Capital Group, LLC is organized under New York Law.
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(d) Title of Class of Securities
Common Stock, $0.001 Par Value Per Share
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(e) CUSIP Number
46116T100
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Item 3. This statement is filed Pursuant to Rule 13d-1(b), and the Person
Filing is a:
(a) [X] Broker or dealer registered under Section 15 of the Act.
Item 4. Ownership
(a) Amount beneficially owned: 1,095,395
(b) Percent of Class: 11.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,095,395
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the disposition of:
1,095,395
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not aquired and are not held for the purpose of or with
the efffect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
January 5, 2006
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Date
Kellogg Capital Group, LLC
Matthew Brand
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Managing Director
By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne
Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway,
4th Floor, White Plains, NY 10601, signing singly, with full power of
substitution, as the true and lawful attorney of the undersigned, and
authorizes and designates each of them to sign on behalf of the undersigned,
and to file filings and any amendments thereto made by or on behalf of the
undersigned in respect of the beneficial ownership of equity securities held by
the undersigned, directly, indirectly or beneficially, pursuant to Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and therules and regulations thereunder. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of January, 2006.
/s/ Matthew Brand
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Matthew Brand