UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-K/A
Amendment No. 2
 
 
(Mark One)
 
x   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2008
 
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________ to __________________________.
 
Commission File Number: 333-145507

OMNIMMUNE HOLDINGS, INC.  
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
26-3128407
(IRS Employer Identification No.)
 
Omnimmune Holdings, Inc.
4600 Post Oak Place, Suite 352
Houston, Texas 77027
 (Address of principal executive offices)
 
(713) 622-8400
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     r  Yes          x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. r
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      x Yes        r No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. r
 
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   r
Accelerated filer   r
Non-accelerated filer     r    (Do not check if a smaller reporting company)
Smaller reporting company   x

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

The estimated aggregate market value of the common stock held by non-affiliates of the registrant (which includes all holders other than executive officers, directors and holders of 10% or more of the outstanding common stock of the registrant) as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $1,100,000 based on the closing price of the stock as reported by the OTC Bulletin Board on June 30, 2008.

8,814,921 shares of our common stock were issued and outstanding as of April 6, 2009.
 
Documents incorporated by reference: None.
 
 
 
 
 
PRELIMINARY NOTE

This Amendment No. 2 to Omnimmune Holdings Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008 amends only the items listed below.  With respect to each item, we are amending the annual report to delete the disclosure under that item contained in our Annual Report on Form 10-K and our Amendment No.1 to such Annual Report on Form 10-K and to replace it in its entirety with the disclosure contained in this amendment. 
 

 
TABLE OF CONTENTS

   
Page
PART II
   
Item 9A.
1
     
 
SIGNATURES
    2
CERTIFICATION
 
 
 
 
 
 
 

 
PART II

ITEM 9A. CONTROLS AND PROCEDURES
 
(a) Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, Dr. Harris Lichtenstein, of the effectiveness of the design and operation of our disclosure controls and procedures, as of December 31, 2008.  Based upon, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act was complete.  We have determined that we omitted Management’s Report on Internal Control over Financial Reporting required by Item 308T of Regulation S-K from Item 9A – Controls and Procedures.
 
 (b) Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.  As required by Exchange Act Rule 13a-15(f), for the period covered by the Annual Report on Form 10-K for the year ended December 31, 2008, our management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer conducted an evaluation of the effectiveness of our internal control over financial reporting with reference to the framework in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on, and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer  concluded that as of December 31, 2008, due to a material weakness, our internal controls over financial reporting were ineffective.  This conclusion was based on the same deficiency discovered with respect to the Company’s disclosure controls and procedures discussed above.
 
Significant Deficiencies in Internal Controls
 
We have determined there were disclosure errors in Item 9A - Controls and Procedures as contained in our Form 10-K for the year ended December 31, 2008, filed with the SEC on April 15, 2009, and as amended by Amendment No. 1, filed with the SEC on January 23, 2010.  Our annual report did not include all disclosures as required by Item 308T of Regulation S-K.
 
The Company is currently conducting a review in order to design enhanced internal controls over financial reporting and improved disclosure controls and procedures to remedy this deficiency. The Company is not aware of any other deficiencies in its system of internal controls over financial reporting.

This annual report does not include an audit report of our registered public accounting firm regarding internal control over financial reporting. In addition, management's report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
 
(c)  Changes in Internal Control over Financial Reporting
 
Except as described above, there were no changes in internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.
 
 
 
1
 
 

In accordance with the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
OMNIMMUNE HOLDINGS, INC.
March 8, 2010
   
 
By:
/s/ Harris A. Lichtenstein, Ph.D.                    
 
Name:
Harris A. Lichtenstein, Ph.D.
 
Title:
President, Chief Executive Officer and Director
   
(Principal Executive, Financial, and Accounting Officer)
 
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
  
March 8, 2010
By:
/s/ Harris A. Lichtenstein, Ph.D.                        
 
Name:
Harris A. Lichtenstein, Ph.D.
 
Title:
President, Chief Executive Officer and Director
   
(Principal Executive, Financial, and Accounting Officer)
     
March 8, 2010
By:
/s/ Mark S. Germain                                               
 
Name:
Mark S. Germain
 
Title:
Chairman of the Board of Directors
     
March 8, 2010
By:
/s/ Alexander Krichevsky, D.V.M.                      
 
Name:
Alexander Krichevsky, D.V.M.
 
Title:
Director
     
March 8, 2010
By:
/s/ Charles Duff                                                     
 
Name:
Charles Duff
 
Title:
Director
     
March 8, 2010
By:
/s/ Matthew A. Gonda, Ph.D.                             
 
Name:
Matthew A. Gonda, Ph.D.
 
Title:
Director

 
 
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