UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~March~~June 3130, 2010

o	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		26-3128407
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


4600 Post Oak Place, Suite 352, Houston, Texas		77027
(Address of principal executive offices)		(Zip Code)

(713) 622-8400

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 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. Yes x 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 ¨ No ¨

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

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

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

As of ~~May~~August 131, 2010 there were 8,914,921 shares of the issuer’s common stock outstanding.

Table of Contents

OMNIMMUNE HOLDINGS, INC. and Subsidiaries

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009	4
	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	4
	Consolidated Statements of Operations for the three months ended March 31, 2010 and March 31,2009	5
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and June 30,2009	5
	Consolidated Statements of changes in Stockholders’ Deficiency as of March 31, 2010	6
	Consolidated Statements of Changes in Stockholders’ Deficiency as of June 30, 2010	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and March 31, 2009	19
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009	24
	Notes to Consolidated Financial Statements	2126
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4045
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4552
Item 4.	Controls and Procedures	4552
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	4653
Item 1A.	Risk Factors	4653
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4955
Item 3.	Defaults Upon Senior Securities	4955
Item 4.	Submission of Matters to a Vote of Security Holders	4955
Item 5.	Other Information	4955
Item 6.	Exhibits	4956
Signature		57

Table of Contents

EXPLANATORY NOTE

Unless otherwise indicated or the context otherwise requires, all references below in this Current Report to “we,” “us,” “our” and the “Company” are to Omnimmune Holdings, Inc., a Delaware corporation. Omnimmune Holdings, Inc. was originally incorporated on February 22, 2007, in the State of Nevada under the name Roughneck Supplies, Inc., and upon a merger with and into Omnimmune Holdings, Inc. effective August 6, 2008, the Company changed its domicile to Delaware. Further, on August 7, 2008, Omnimmune Corp., a Texas corporation, merged with and into the Company’s wholly owned subsidiary and Delaware Corporation, Omnimmune Acquisition Corp., after which Omnimmune Acquisition Corp. changed its name to Omnimmune Corp. (the “Merger”). Prior to the Merger, the Company was a shell company and Omnimmune Corp. was considered the acquirer for accounting purposes in the transaction. As a result the historical financial statements included in this report are those of Omnimmune Corp., the Texas Corporation. Unless otherwise indicated, all financial and business information contained in this Current Report relates exclusively to the business and financial affairs of Omnimmune Holdings, Inc. and its subsidiaries.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2010			2009
Assets	(Unaudited)
Current assets
Cash and cash equivalents	$	~~590~~87,784		$	5,627
Prepaid Insurance		16,021			25,805
Prepaid insurance		6,674			25,805
Total current assets	$	1694,~~611~~458		$	31,432
Liabilities and stockholders' deficiency
Current liabilities
Accounts payable and accrued liabilities	$	~~835~~694,~~231~~257		$	906,893
Accounts payable and accrued liabilities-related party		1,~~288~~447,~~032~~624			1,156,038
Line of credit		253,378			253,059
Lines of credit		249,649			253,059
Accrued interest, net		~~261~~317,~~430~~570			327,078
Accrued interest- related party		~~485~~487,~~870~~929			483,836
Cash advance		~~290~~301,400			310,400
Notes payable, net		987,046			987,046
Total current liabilities		4,~~401~~485,~~387~~475			4,424,350
Long term portion of notes payable		2029,~~290~~757			29,374
Long term portion of notes payable - due to related parties		1,~~004~~006,~~745~~246			1,003,563
Total liabilities		5,~~426~~521,~~422~~478			5,457,287
Commitments and contingencies		-			-
Stockholders' deficiency
Common stock, $0.0001 par value; 50,000,000 shares authorized;
8,914,921 shares issued and outstanding
at March 31, 2010 and December 31, 2009		890			890
at June 30, 2010 and December 31, 2009		890			890
Additional paid-in capital		16,~~688~~699,~~729~~128			15,671,385
Common stock subscribed		1,137			1,137
Deficit Accumulated during the Development Stage		(22,~~100~~128,~~567~~175	)		(21,099,267	)
Total stockholder's deficiency		(5,~~409~~427,~~811~~020	)		(5,425,855	)
	$	1694,~~611~~458		$	31,432

See notes to consolidated financial statements.

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

							~~Cumulative from~~						Cumulative from
	For the Three			For the Three			~~Inception~~For the Six			For the Six			Inception
	Months Ended			Months Ended			~~(January~~Months ~~12, 2005)~~Ended			Months Ended			(January 12, 2005)
	March 31,			March 31,			to March 31,
	June 30,			June 30,			June 30,			June 30,			to June 30,
	2010			2009			2010			2009			2010
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses:
Selling, general and administrative expenses		263,611			321,741			14,302,680
Sales, general and administrative expenses		449,607			400,166			713,218			721,907			14,752,287
Impairment of license agreement		-			-			~~1,701,936~~-			-			1,701,936
Total operating expenses		~~263~~449,~~611~~607			~~321~~400,~~741~~166			16713,~~004,616~~218			721,907			16,454,223
Operating loss		(~~263~~ 449,~~611~~607	)		(~~321~~400,~~741~~166	)		(16 713,~~004,616~~218	)		( 721,907	)		( 16,454,223	)
Other expense:
Other (income) and expense:
Interest (income) expense, net		231,934			56,688			12,007,345
Interest expense, net		75,073			58,818			307,007			115,506			12,082,418
Cancellation of shares previously issued for license agreement		-			-			~~(842,514~~-	)		-			(842,514	)
(Gain) loss on restructuring of debt		505,755			-			(5,068,880	)
(Gain) on termination of license agreement		( 497,072	)					( 497,072	)					( 497,072	)
Total other (income) expense		( 737,689	)		(56,688	)		( 6,095,951	)
(Gain) loss on restructuring of debt		-			-			505,755			-			(5,068,880	)
Loss before taxes		( 1,001,300	)		(378,429	)		( 22,100,567	)
Total other (income) expense		(421,999	)		58,818			( 315,690	)		(115,506	)		( 5,673,952	)
Provision for taxes		-			-			-
Loss before income taxes		(27,608	)		(458,984	)		( 1,028,908	)		(837,413	)		( 22,128,175	)
Net loss	$	( 1,001,300	)	$	(378,429	)	$	( 22,100,567	)
Provision for income taxes		-			-			-			-			-
Net loss per share - basic	$	(0.11	)	$	(0.04	)
Net loss	$	(27,608	)	$	(458,984	)	$	(1,028,908	)	$	(837,413	)	$	( 22,128,175	)
Weighted average shares outstanding - basic		8,914,926			8,814,926
Net loss per share – basic and diluted	$	(0.00	)	$	(0.05	)	$	(0.12	)	$	(0.09	)
Weighted average shares outstanding – basic and diluted		8,914,926			8,814,926			8,914,926			8,814,926

See notes to consolidated financial statements.

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS' DEFICIENCY

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Balance at January 15, 1997 (date of inception)		-	$	-	$	-		-	$	-	$	-	$	-	$	-		$	-

Contribution of assets and liabilities by founder		11,229		112		49,888		1,055,507		106		43,466		-		-			93,572

Beneficial conversion feature of note payable for the year ended December 31, 1997		-		-		-		-		-		327,700		-		-			327,700

Loss for the year ended December 31, 1997		-		-		-		-		-		-		-		(1,366,300	)		(1,366,300	)

Balance as of December 31, 1997		11,229	$	112	$	49,888		1,055,507	$	106	$	371,166	$	-	$	(1,366,300	)	$	(945,028	)

Beneficial conversion feature of note payable for the year ended December 31, 1998		-		-		-		-		-		43,000		-		-			43,000

Loss for the year ended December 31, 1998		-		-		-		-		-		-		-		(328,534	)		(328,534	)

Balance as of December 31, 1998		11,229	$	112	$	49,888		1,055,507	$	106	$	414,166	$	-	$	(1,694,834	)	$	(1,230,562	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage		Total Stockholders Equity
Issuance of 55,553 shares of common stock for technology license at $1.10 per share		-		-		-		55,553		5		61,837		-		-		61,842

Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-		25,000

Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-		25,000

Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-		25,000

Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-		25,000

Beneficial conversion feature of note payable for the year ended December 31, 1999		-		-		-		-		-		12,000		-		-		12,000

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Loss for the year ended December 31, 1999	-		-		-			-		-		-		-		(429,692	)		(429,692	)
Balance as of December 31, 1999		33,685	$	336	$	149,664		1,111,060	$	111	$	488,003	$	-	$	(2,124,526	)	$	(1,486,412	)
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-			25,000
Issuance of 11,229 shares of convertible preferred stock at $4.45 per share to investors		11,229		112		49,888		-		-		-		-		-			50,000
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-			25,000
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Beneficial conversion feature of note payable for the year ended December 31, 2000		-		-		-		-		-		30,302		-		-			30,302
Loss for the year ended December 31, 2000		-		-		-		-		-		-		-		(422,306	)		(422,306	)
Balance as of December 31, 2000		56,142	$	560	$	249,440		1,113,867	$	111	$	524,555	$	-	$	(2,546,832	)	$	(1,772,166	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Loss for the year ended December 31, 2000		-		-		-		-		-		-		-		(422,306	)		(422,306	)
Balance as of December 31, 2000		56,142	$	560	$	249,440		1,113,867	$	111	$	524,555	$	-	$	(2,546,832	)	$	(1,772,166	)
Issuance of 1,055,507 shares of common stock at $2.24 per share in exchange for 2,500,000 shares in InVitro technology		-		-		-		1,055,507		107		59,894		-		-			60,001
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250

~~OMNIMMUNE~~Table ~~HOLDINGS,~~of ~~INC.~~Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		2,807		-		6,250		-		-			6,250
Issuance of 60,665 shares of common stock at $2.24 per share for a technology license		-		-		-		60,665		7		135,060		-		-			135,067
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-			25,000
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614		56		24,944		-		-		-		-		-			25,000
Issuance of 7,018 shares of common stock at $2.24 per share to a consultant for services rendered		-		-		-		7,018		2		15,624		-		-			15,626
Value of 14,036 warrants issued to consultants		-		-		-		-		-		15,500		-		-			15,500
Beneficial conversion feature of note payable for the year ended December 31, 2001		-		-		-		-		-		25,000		-		-			25,000
Loss for the year ended December 31, 2001		-		-		-		-		-		-		-		(959,531	)		(959,531	)
Balance as of December 31, 2001		67,370	$	672	$	299,328		2,270,741	$	227	$	850,633	$	-	$	(3,506,363	)	$	(2,355,503	)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total

Stockholders

Equity

Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered	-	-	-	2,807	-	6,250	-	-	6,250

Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered	-	-	-	2,807	-	6,250	-	-	6,250

Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered	-	-	-	2,807	-	6,250	-	-	6,250

Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered	-	-	-	2,807	-	6,250	-	-	6,250

Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered	-	-	-	2,807	-	6,250	-	-	6,250

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock									Common Stock
	Shares			Value			Additional Paid-in Capital			Shares		Value		Additional Paid-in Capital		~~Common Stock Subscribed~~	Common Stock Subscribed	~~Accumulated Deficit During the Development Stage~~		Accumulated Deficit During the Development Stage	~~Total Stockholders Equity~~		Total Stockholders Equity
Issuance of 1,123 shares of convertible preferred stock at $4.45 per share to investors		1,123			11			4,989			-		-		-	-			-			5,000
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-			-			-			2,807		-		6,250			-			-			6,250
Conversion of 11,229 shares convertible preferred stock into 44,915 shares of common stock at $2.24 per share		(11,229	)		(112	)		(49,888	)		44,915		4		49,996	-			-			-
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-			-			-			2,807		-		6,250			-			-			6,250
Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share		(5,614	)		(56	)		(24,944	)		11,229		2		24,998	-			-			-
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-			-			-			2,807		-		6,250			-			-			6,250
Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share		(5,614	)		(56	)		(24,944	)		11,229		2		24,998	-			-			-
Issuance of 2,807 shares of common stock at $2.24 per share to a consultant for services rendered		-			-			-			2,807		-		6,250			-			-			6,250
Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share		(5,614	)		(56	)		(24,944	)		11,229		1		24,999	-			-			-
Issuance of 60,665 shares of common stock at $2.24 per share for a technology license		-			-			-			60,665		7		135,060			-			-			135,067
Conversion of 16,843 shares convertible preferred stock into 33,686 shares of common stock at $2.24 per share		(16,843	)		(168	)		(74,832	)		33,686		3		74,997	-			-			-
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614			56			24,944			-		-		-			-			-			25,000
Issuance of 5,614 shares of convertible preferred stock at $4.45 per share to investors		5,614			56			24,944			-		-		-			-			-			25,000
Issuance of 7,018 shares of common stock at $2.24 per share to a consultant for services rendered		-			-			-			7,018		2		15,624			-			-			15,626

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OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock									Common Stock
	Shares			Value			Additional Paid-in Capital			Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Conversion of 16,843 shares convertible preferred stock into 33,686 shares of common stock at $2.24 per share		(16,843	)		(168	)		(74,832	)		33,686		3		74,997		-		-			-
Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share		(5,614	)		(168	)		(24,944	)		11,229		1		24,999		-		-			-
Conversion of 1,123 shares convertible preferred stock into 2,246 shares of common stock at $2.24 per share		(1,122	)		(11	)		(4,989	)		2,246		-		5,000		-		-			-
Beneficial conversion feature of note payable for the year ended December 31, 2002		-			-			-			-		-		1,175,356		-		-			1,175,356
Loss for the year ended December 31, 2002		-			-			-			-		-		-		-		(3,061,599	)		(3,061,599	)
Balance as of December 31, 2002		-		$	-		$	-			2,430,190	$	243	$	2,330,973	$	-	$	(6,567,962	)	$	(4,236,746	)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total

Stockholders

Equity

Value of 14,036 warrants issued to consultants	-		-		-	-		-		15,500		-		-			15,500

Beneficial conversion feature of note payable for the year ended December 31, 2001	-		-		-	-		-		25,000		-		-			25,000

Loss for the year ended December 31, 2001	-		-		-	-		-		-		-		(959,531	)		(959,531	)

Balance as of December 31, 2001	67,370	$	672	$	299,328	2,270,741	$	227	$	850,633	$	-	$	(3,506,363	)	$	(2,355,503	)

Issuance of 1,123 shares of convertible preferred stock at $4.45 per share to investors	1,123		11		4,989		-	-	-	-	-	5,000

Conversion of 11,229 shares convertible preferred stock into 44,915 shares of common stock at $2.24 per share	(11,229	)	(112	)	(49,888	)	44,915	4	49,996	-	-	-

Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share	(5,614	)	(56	)	(24,944	)	11,229	2	24,998	-	-	-

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Beneficial conversion feature of note payable for the year ended December 31, 2003		-		-		-		-		-		29,401		-		-			29,401
Loss for the year ended December 31, 2003		-		-		-		-		-		-		-		(540,986	)		(540,986	)
Balance as of December 31, 2003		-	$	-	$	-		2,430,190	$	243	$	2,360,374	$	-	$	(7,108,948	)	$	(4,748,331	)
Issuance of 1,404 shares of common stock at $2.24 to a consultant for services rendered		-		-		-		1,404		-		3,125		-		-			3,125
Issuance of 1,404 shares of common stock at $2.24 to a consultant for services rendered		-		-		-		1,404		-		3,125		-		-			3,125
Value of 26,107 warrants issued to consultants		-		-		-		-		-		93,000		-		-			93,000
Beneficial conversion feature of note payable for the year ended December 31, 2004		-		-		-		-		-		17,149		-		-			17,149
Loss for the year ended December 31, 2004		-		-		-		-		-		-		-		(1,252,796	)		(1,252,796	)
Balance as of December 31, 2004		-	$	-	$	-		2,432,998	$	243	$	2,476,773	$	-	$	(8,361,744	)	$	(5,884,728	)
Issuance of 134,746 shares of common stock at $2.24 for a technology license		-		-		-		134,746		13		299,987		-		-			300,000
Issuance of 6,661 shares at $3.74 per share for cash		-		-		-		6,661		1		24,999		-		-			25,000
Beneficial conversion feature of note payable for the year ended December 31, 2005		-		-		-		-		-		72,000		-		-			72,000
Loss for the year ended December 31, 2005		-		-		-		-		-		-		-		(1,141,448	)		(1,141,448	)
Balance as of December 31, 2005		-	$	-	$	-		2,574,405	$	257	$	2,873,759	$	-	$	(9,503,192	)	$	(6,629,176	)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total

Stockholders

Equity

Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share

(5,614

)

(56

)

(24,944

)

11,229

24,998


Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share	(5,614	)	(56	)	(24,944	)	11,229	1	24,999	-	-	-

Conversion of 16,843 shares convertible preferred stock into 33,686 shares of common stock at $2.24 per share	(16,843	)	(168	)	(74,832	)	33,686	3	74,997	-	-	-

Conversion of 16,843 shares convertible preferred stock into 33,686 shares of common stock at $2.24 per share	(16,843	)	(168	)	(74,832	)	33,686	3	74,997	-	-	-

Conversion of 5,614 shares convertible preferred stock into 11,229 shares of common stock at $2.22 per share	(5,614	)	(168	)	(24,944	)	11,229	1	24,999	-	-	-

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Issuance of 4,913 shares of common stock pursuant to an antidilution agreement		-		-		-		4,913		-		-		-		-			-
Issuance of 1,235 shares of common stock pursuant to an antidilution agreement		-		-		-		1,235		-		-		-		-			-
Issuance of 1,235 shares of common stock pursuant to an antidilution agreement		-		-		-		1,235		-		-		-		-			-
Issuance of 1,235 shares of common stock pursuant to an antidilution agreement		-		-		-		1,235		-		-		-		-			-
Issuance of 3,706 shares of common stock pursuant to an antidilution agreement		-		-		-		3,705		-		-		-		-			-
Issuance of 3,706 shares of common stock pursuant to an antidilution agreement		-		-		-		3,705		-		-		-		-			-
Issuance of 1,235 shares of common stock pursuant to an antidilution agreement		-		-		-		1,235		-		-		-		-			-
Issuance of 225 pursuant to an antidilution agreement		-		-		-		225		-		-		-		-			-
Beneficial conversion feature of note payable for the year ended		-		-		-		-		-		4,000		-		-			4,000
Loss for the year ended December 31, 2006		-		-		-		-		-		-		-		(1,076,266	)		(1,076,266	)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total

Stockholders

Equity

Conversion of 1,123 shares convertible preferred stock into 2,246 shares of common stock at $2.24 per share	(1,122	)		(11	)		(4,989	)	2,246		-		5,000		-		-			-

Beneficial conversion feature of note payable for the year ended December 31, 2002	-			-			-		-		-		1,175,356		-		-			1,175,356

Loss for the year ended December 31, 2002	-			-			-		-		-		-		-		(3,061,599	)		(3,061,599	)

Balance as of December 31, 2002	-		$	-		$	-		2,430,190	$	243	$	2,330,973	$	-	$	(6,567,962	)	$	(4,236,746	)

Beneficial conversion feature of note payable for the year ended December 31, 2003	-		-		-	-		-		29,401		-		-			29,401

Loss for the year ended December 31, 2003	-		-		-	-		-		-		-		(540,986	)		(540,986	)

Balance as of December 31, 2003	-	$	-	$	-	2,430,190	$	243	$	2,360,374	$	-	$	(7,108,948	)	$	(4,748,331	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital			Common Stock Subscribed			Accumulated Deficit During the Development Stage			Total Stockholders Equity
Balance at December 31, 2006		-	$	-	$	-		2,591,893	$	257	$	2,877,759		$	-		$	(10,579,458	)	$	(7,701,442	)
Issuance of 1,404 shares of common stock at $2.24 to a consultant for services rendered		-		-		-		1,404		-		3,125			-			-			3,125
Issuance of 7,018 shares of common stock at $3.74 per share for services rendered		-		-		-		7,017		2		26,249			-			-			26,251
Issuance of 25,989 shares of common stock for $3.74 per share for licensing agreement		-		-		-		25,988		2		97,204			-			-			97,206
Issuance of 25,989 shares of common stock for $3.74 per share for licensing agreement		-		-		-		25,990		2		97,204			-			-			97,206
119,053 shares of common stock to be issued at $0.37 per share for license agreement		-		-		-		-		-		-			445,305			-			445,305
119,053 shares to be issued at $0.37 per share for license agreement		-		-		-		-		-		-			445,305			-			445,305
Beneficial conversion feature of note payable for the year ended December 31, 2007		-		-		-		-		-		6,604,430			-			-			6,604,430
Loss for the year months ended December 31, 2007		-		-		-		-		-		-			-			(2,768,669	)		(2,768,669	)
Balance at December 31, 2007		-	$	-	$	-		2,650,888	$	263	$	9,702,846		$	890,610		$	(13,348,127	)	$	(2,754,408	)
Recapitalization upon reverse merger		-		-		-		3,000,000		300		(300	)		-			-			-
Issuance of 119,053 shares of common stock at $0.37 per share, previously accrued		-		-		-		119,053		12		445,293			(445,305	)		-			-


Issuance of 1,404 shares of common stock at $2.24 to a consultant for services rendered	-		-		-	1,404		-		3,125		-		-			3,125

Value of 26,107 warrants issued to consultants	-		-		-	-		-		93,000		-		-			93,000

Beneficial conversion feature of note payable for the year ended December 31, 2004	-		-		-	-		-		17,149		-		-			17,149

Loss for the year ended December 31, 2004	-		-		-	-		-		-		-		(1,252,796	)		(1,252,796	)

Balance as of December 31, 2004	-	$	-	$	-	2,432,998	$	243	$	2,476,773	$	-	$	(8,361,744	)	$	(5,884,728	)

Issuance of 134,746 shares of common stock at $2.24 for a technology license	-		-		-	134,746		13		299,987		-		-			300,000

Issuance of 6,661 shares at $3.74 per share for cash	-		-		-	6,661		1		24,999		-		-			25,000

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed			Accumulated Deficit During the Development Stage		Total Stockholders Equity
Issuance of 119,053 shares of common stock at $0.37 per share, previously accrued		-		-		-		119,053		12		445,293		(445,305	)		-		-
Issuance of 1,055,507 shares of common stock for cash at a price of $0.011 per share		-		-		-		1,055,508		106		44,690		-			-		44,796
Issuance of 100,000 shares of common stock and 20,000 warrants to purchase additional shares of common stock at a price of $0.05 per share as a discount on notes payable		-		-		-		100,000		10		55,991		-			-		56,001
Issuance of 1,055,508 shares of common stock at a price of $0.03 per share to a board member for services		-		-		-		1,055,507		105		29,895		-			-		30,000
Issuance of 150,000 shares of common stock at a price of $1.25 per share to officers for services		-		-		-		150,000		15		187,485		-			-		187,500
Issuance of 137,500 shares of common stock at a price of $0.05 per share as a discount to notes payable		-		-		-		137,500		14		6,861		-			-		6,875

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Beneficial conversion feature of note payable for the year ended December 31, 2005	-		-		-	-		-		72,000		-		-			72,000

Loss for the year ended December 31, 2005	-		-		-	-		-		-		-		(1,141,448	)		(1,141,448	)

Balance as of December 31, 2005	-	$	-	$	-	2,574,405	$	257	$	2,873,759	$	-	$	(9,503,192	)	$	(6,629,176	)

Issuance of 4,913 shares of common stock pursuant to an antidilution agreement	-	-	-	4,913	-	-	-	-	-

Issuance of 1,235 shares of common stock pursuant to an antidilution agreement	-	-	-	1,235	-	-	-	-	-

Issuance of 1,235 shares of common stock pursuant to an antidilution agreement	-	-	-	1,235	-	-	-	-	-

Issuance of 1,235 shares of common stock pursuant to an antidilution agreement	-	-	-	1,235	-	-	-	-	-

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares			Value			Additional Paid-in Capital			Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Sale of 707,200 shares of common stock and 707,200 warrants to purchase additional shares of common stock at a price of $2.50 per share for cash, net of costs of $359,729		-		-		-		707,200			71			1,408,200			-		-			1,408,271
Cancellation of shares issued for technology license		-		-		-		(279,788	)		(28	)		(842,486	)		-		-			(842,514	)
Value of options to purchase 2,250,000 shares of common stock at a price of $2,50 per shares issued to board member for extension of payment terms		-		-		-		-			-			2,811,962			-		-			2,811,962
Value of warrants to purchase 75,000 shares of common stock at $2,50 per share issued to a board member for services		-		-		-		-			-			93,733			-		-			93,733
Value of warrants to 70,180 shares of common stock at $1,78 per share issued to a board member for extension of credit terms		-		-		-		-			-			129,278			-		-			129,278
Value of vested portion of options issued to officer		-		-		-		-			-			54,848			-		-			54,848
Discount to notes payable due to beneficial conversion feature		-		-		-		-			-			1,019,208			-		-			1,019,208
Loss for the year ended December 31, 2008		-		-		-		-			-			-			-		(5,989,872	)		(5,989,872	)
Balance as of December 31, 2008		-	$	-	$	-		8,814,921		$	880		$	15,592,797		$	-	$	(19,337,999	)	$	(3,744,322	)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Issuance of 3,706 shares of common stock pursuant to an antidilution agreement	-		-		-	3,705		-		-		-		-			-

Issuance of 3,706 shares of common stock pursuant to an antidilution agreement	-		-		-	3,705		-		-		-		-			-

Issuance of 1,235 shares of common stock pursuant to an antidilution agreement	-		-		-	1,235		-		-		-		-			-

Issuance of 225 pursuant to an antidilution agreement	-		-		-	225		-		-		-		-			-

Beneficial conversion feature of note payable for the year ended	-		-		-	-		-		4,000		-		-			4,000

Loss for the year ended December 31, 2006	-		-		-	-		-		-		-		(1,076,266	)		(1,076,266	)

Balance at December 31, 2006	-	$	-	$	-	2,591,893	$	257	$	2,877,759	$	-	$	(10,579,458	)	$	(7,701,442	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
40,845 shares to be issued for the exercise of 42,108 warrants to purchase shares of common stock		-		-		-		-		-		-		1,137		-			1,137
Issuance of shares for services at a price of $0.30 per share		-		-		-		50,000		5		14,995		-		-			15,000
Issuance of shares for services at a price of $0.44 per share		-		-		-		50,000		5		21,995		-		-			22,000
Value of vested portion of 100,000 options issued to consultant		-		-		-		-		-		41,598		-		-			41,598
Loss for the year ended December 31, 2009		-		-		-		-		-		-		-		(1,761,268	)		(1,761,268	)
Balance as of December 31, 2009		-	$	-	$	-		8,914,921	$	890	$	15,671,385	$	1,137	$	(21,099,267	)	$	(5,425,855	)
Discount to notes payable associated with beneficial conversion feature		-		-		-		-		-		895,100		-		-			895,100
Discount to accrued interest associated with beneficial conversion feature		-		-		-		-		-		111,845		-		-			111,845
Value of vested portion of 100,000 options issued to consultant		-		-		-		-		-		10,399		-		-			10,399
Loss for the three months ended March 31, 2010		-		-		-		-		-		-		-		(1,001,300	)		(1,001,300	)
Balance as of March 31, 2010		-	$	-	$	-		8,914,921	$	890	$	16,688,729	$	1,137	$	(22,100,567	)	$	(5,409,811	)

(Continued)

See notes to consolidated financial statements.

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage			Total Stockholders Equity
Issuance of 7,018 shares of common stock at $3.74 per share for services rendered		-		-		-		7,017		2		26,249		-		-			26,251

Issuance of 25,989 shares of common stock for $3.74 per share for licensing agreement		-		-		-		25,988		2		97,204		-		-			97,206

Issuance of 25,989 shares of common stock for $3.74 per share for licensing agreement		-		-		-		25,990		2		97,204		-		-			97,206

119,053 shares of common stock to be issued at $0.37 per share for license agreement		-		-		-		-		-		-		445,305		-			445,305

119,053 shares to be issued at $0.37 per share for license agreement		-		-		-		-		-		-		445,305		-			445,305

Beneficial conversion feature of note payable for the year ended December 31, 2007		-		-		-		-		-		6,604,430		-		-			6,604,430

Loss for the year months ended December 31, 2007		-		-		-		-		-		-		-		(2,768,669	)		(2,768,669	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Balance at December 31, 2007	-	$	-	$	-	2,650,888	$	263	$	9,702,846		$	890,610		$	(13,348,127	)	$	(2,754,408	)

Recapitalization upon reverse merger	-		-		-	3,000,000		300		(300	)		-			-			-

Issuance of 119,053 shares of common stock at $0.37 per share, previously accrued	-		-		-	119,053		12		445,293			(445,305	)		-			-


Issuance of 119,053 shares of common stock at $0.37 per share, previously accrued	-	-	-	119,053	12	445,293	(445,305	)	-	-

Issuance of 1,055,507 shares of common stock for cash at a price of $0.011 per share	-	-	-	1,055,508	106	44,690	-		-	44,796

Issuance of 100,000 shares of common stock and 20,000 warrants to purchase additional shares of common stock at a price of $0.05 per share as a discount on notes payable	-	-	-	100,000	10	55,991	-		-	56,001

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Issuance of 1,055,508 shares of common stock at a price of $0.03 per share to a board member for services	-	-	-	1,055,507	105	29,895	-	-	30,000

Issuance of 150,000 shares of common stock at a price of $1.25 per share to officers for services	-	-	-	150,000	15	187,485	-	-	187,500

Issuance of 137,500 shares of common stock at a price of $0.05 per share as a discount to notes payable	-	-	-	137,500	14	6,861	-	-	6,875

Sale of 707,200 shares of common stock and 707,200 warrants to purchase additional shares of common stock at a price of $2.50 per share for cash, net of costs of $359,729	-	-	-	707,200		71		1,408,200		-	-	1,408,271

Cancellation of shares issued for technology license	-	-	-	(279,788	)	(28	)	(842,486	)	-	-	(842,514	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

	Preferred Stock						Common Stock
	Shares		Value		Additional Paid-in Capital		Shares		Value		Additional Paid-in Capital		Common Stock Subscribed		Accumulated Deficit During the Development Stage		Total Stockholders Equity
Value of options to purchase 2,250,000 shares of common stock at a price of $2,50 per shares issued to board member for extension of payment terms		-		-		-		-		-		2,811,962		-		-		2,811,962

Value of warrants to purchase 75,000 shares of common stock at $2,50 per share issued to a board member for services		-		-		-		-		-		93,733		-		-		93,733

Value of warrants to 70,180 shares of common stock at $1,78 per share issued to a board member for extension of credit terms		-		-		-		-		-		129,278		-		-		129,278

Value of vested portion of options issued to officer		-		-		-		-		-		54,848		-		-		54,848

Discount to notes payable due to beneficial conversion feature		-		-		-		-		-		1,019,208		-		-		1,019,208

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OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Loss for the year ended December 31, 2008	-		-		-	-		-		-		-		(5,989,872	)		(5,989,872	)

Balance as of December 31, 2008	-	$	-	$	-	8,814,921	$	880	$	15,592,797	$	-	$	(19,337,999	)	$	(3,744,322	)

40,845 shares to be issued for the exercise of 42,108 warrants to purchase shares of common stock	-		-		-	-		-		-		1,137		-			1,137

Issuance of shares for services at a price of $0.30 per share	-		-		-	50,000		5		14,995		-		-			15,000

Issuance of shares for services at a price of $0.44 per share	-		-		-	50,000		5		21,995		-		-			22,000

Value of vested portion of 100,000 options issued to consultant	-		-		-	-		-		41,598		-		-			41,598

Loss for the year ended December 31, 2009	-		-		-	-		-		-		-		(1,761,268	)		(1,761,268	)

Balance as of December 31, 2009	-	$	-	$	-	8,914,921	$	890	$	15,671,385	$	1,137	$	(21,099,267	)	$	(5,425,855	)

Table of Contents

OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

(Continued)

Preferred Stock

Common Stock

Value

Additional Paid-in Capital

Value

Additional Paid-in Capital

Common

Stock

Subscribed

Accumulated

Deficit During the Development Stage

Total Stockholders

Equity

Discount to notes payable associated with beneficial conversion feature	-		-		-	-		-		895,100		-		-			895,100

Discount to accrued interest associated with beneficial conversion feature	-		-		-	-		-		111,845		-		-			111,845

Value of vested portion of 100,000 options issued to consultant	-		-		-	-		-		10,399		-		-			10,399

Loss for the three months ended March 31, 2010	-		-		-	-		-		-		-		(1,001,300	)		(1,001,300	)

Balance as of March 31, 2010 (unaudited)	-	$	-	$	-	8,914,921	$	890	$	16,688,729	$	1,137	$	(22,100,567	)	$	(5,409,811	)


Value of vested portion of 100,000 options issued to consultant	-		-		-	-		-		10,399		-		-			10,399

Income for the three months ended June 30, 2010	-		-		-	-		-		-		-		(27,608	)		(27,608)

Balance as of June 30, 2010 (unaudited)	-	$	-	$	-	8,914,921	$	890	$	16,699,128	$	1,137	$	(22,128,175	)	$	(5,427,020	)

See notes to consolidated financial statements.

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OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three			For the Three			Cumulative
	For the Six			For the Six			Cumulative
	Months Ended			Months Ended			from Inception
	March 31,			March 31,			(January 12, 2005) to
	June 30,			June 30,			(January 12, 2005) to
	2010			2009			~~March~~June 3130, 2010
Cash flows from operating activities:
Net loss	$	( 1,~~001~~028,~~300~~908	)	$	(~~378~~837,~~429~~413	)	$	( 22,~~100~~128,~~567~~175	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Non-cash compensation		1020,~~399~~798			1020,~~401~~800			4,~~095~~105,~~507~~906
Amortization of discount on notes payable		~~177~~188,~~943~~911			38,~~231~~034			8,~~942~~953,~~679~~647
Amortization of discount on accrued interest		~~317~~651			-			~~317~~651
Impairment of technology licenses and equity securities		-			-			1,701,936
(Gain) or loss on restructuring of debt		505,755			-			(5,071,245	)
Gain on termination of license agreement		(497,072	)		-			(497,072	)
Redemption of shares previously issued for license agreement		-			-			(842,513	)
Net change in operating assets and liabilities:
Advances to related party		-			-			(10,000	)
Prepaid insurance		919,~~784~~131			-(1,039	)		(166,~~021~~674	)
Accounts payable and accrued liabilities, net		~~108~~371,~~246~~801			~~307~~663,~~130~~292			9,~~121~~385,~~827~~382
Net cash used in operating activities		(~~188~~418,~~856~~933	)		(57146,~~667~~326	)		(4,~~178~~098,~~080~~157	)
Cash flows from investing activities:
Cash received from settlement of technology license agreement		310,000			-			310,000
Cash portion of investment in technology license		-			-			(6,000	)
Net cash used in investing activities		-			-			(6,000	)
Net cash provided by investing activities		310,000			-			304,000
Cash flows from financing activities:
Proceeds from cash advances		-11,000			10100,000			1,~~006~~017,400
Principal payments on cash advances		-			-			(130,000	)
Proceeds from notes payable		183,500			-			1,828,474
Proceeds from the exercise of warrants		-			1,137			1,137
Principal payments on debt		-			(5,085	)		(512,993	)
Stock sold for cash, net of costs		-			-			1,738,271
Proceeds from (repayments) to line of credit		319			(2,589	)		253,381
Proceeds from (repayments) to lines of credit		(3,410	)		-			249,652
Net cash provided by financing activities		~~183~~191,~~819~~090			796,~~411~~052			4,~~184~~191,~~670~~941
Net increase (decrease) in cash and cash equivalents		(582,~~037~~157	)		(50,~~256~~274	)		~~590~~87,784
Cash and cash equivalents at beginning of period		5,627			52,615			-
Cash and cash equivalents at end of period	$	~~590~~87,784		$	2,~~359~~341		$	~~590~~87,784

See notes to consolidated financial statements.

1924

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(continued)

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	58,~~759~~958	$	34,~~051~~975	$	7983,~~839~~038
Taxes	$	-	$	-	$	-
Discount to notes payable associated with beneficial conversion feature	$	895,100	$	38,~~238~~034	$	15,~~723~~786,340
Discount to accrued interest associated with beneficial conversion feature	$	111,845	$	-	$	111,845
Common stock issued for services	$	-	$	-	$	354,875
Notes payable issued under restructure of debt	$	-	$	-	$	7,284,998
Value of warrant issued as discount on debt	$	-	$	-	$	331,510
Notes payable issued for accounts payable	$	-	$	-	$	287,768
Common stock issued for technology license	$	-	$	-	$	920,610
Common stock issued for the conversion of preferred stock	$	-	$	-	$	355,000
Notes payable issued for services	$	-	$	-	$	3,746,971
Impairment of technology licenses	$	-	$	-	$	616,908
Value of warrants issued for debt	$	-	$	-	$	12,747
Issuance of common stock for cash	$	-	$	-	$	1,408,271
(Gain) loss from the restructuring of debt	$	505,755	$	-	$	(5,071,238	)
Value of vested portion of options issued for services	$	-	$	-	$	2,908,409
Common stock issued for accounts payable	$	-	$	-	$	30,000
Cash advance converted to note payable	$	20,000	$	-	$	541,200
Capitalization of interest on debt	$	-	$	-	$	33,751
Value of warrants and options issued for services	$	-	$	1020,~~401~~800	$	2,905,694

See notes to consolidated financial statements.

2025

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OMNIMMUNE HOLDINGS, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Basis of Presentation

Omnimmune Holdings, Inc. (“Omnimmune” or the “Company”) is the holding company of Omnimmune Corp., a development-stage biotechnology company integrating complementary cancer therapeutic, diagnostic and prognostic technologies. Our mission is to provide a comprehensive and personalized approach to the clinical management of cancer through improved diagnostic, prognostic and therapeutic interventions.

The Company’s operating subsidiary, Omnimmune Corp., is currently a development stage company under the provisions of Financial Accounting Standards Board “FASB” Accounting Standard Codification “ASC” 915-10-15 ~~(formerly referred to as Statement of Financial Accounting Standards, (“SFAS”) No 7)~~. The Company, whose principal business is to act as a holding company for Omnimmune Corp., is also a development-stage company. The accounts of the Company also include those of its wholly owned subsidiary, InVitro Technologies, Inc., an inactive company.

Merger with Roughneck Supplies, Inc.

The predecessor of the Company was originally incorporated on February 22, 2007, in the State of Nevada as Roughneck Supplies, Inc. (“Roughneck”). On August 6, 2008, Roughneck merged with and into Omnimmune Holdings, Inc. On August 7, 2008, Omnimmune Corp., a privately held Texas corporation incorporated on January 15, 1997 merged with and into Omnimmune Acquisition Corp., a Delaware corporation, and a wholly-owned subsidiary of the Company formed for the purpose of the merger. As a result, (i) Omnimmune Corp became a wholly-owned subsidiary of the Company, (ii) the shareholders of Omnimmune Corp. became the majority stockholders of the Company and the shareholders prior to the merger were reduced to a minority ownership, (iii) the historical management of ~~the~~Roughneck ~~Company~~ resigned, and the management of Omnimmune Corp. became the management of the Company, (iv) the business of Omnimmune Corp. became the business of Omnimmune and the former business of Roughneck was eliminated, and (v) the historical financial statements of Omnimmune Corp. became the historical financial statements of the Company. Therefore, as a consequence of the two mergers, one on August 6, 2008 and one on August 7, 2008, Omnimmune (formerly Roughneck) went from being a public corporation domiciled in Nevada formerly in the business of marketing and retailing oil and gas drilling supply products with little or no continuing operations and a fiscal year end of May 31, to being a public company domiciled in Delaware in the biotechnology business in the development stage with a fiscal year end of December 31. These transactions are described in detail in the Company’s Form 8-K filed with the SEC on August 12, 2008, as amended on August 21, 2008, August 27, 2008 and September 5, 2008, respectively.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements the Company ~~had~~incurred ~~less~~losses ~~than~~from operations of $127,~~000~~608 inand ~~cash~~$458,984 atfor ~~March~~the ~~31,~~three ~~2010~~months ~~and~~ended ~~incurred~~June ~~losses~~30, ~~from~~2010 ~~operations~~and of2009, respectively; $1,~~001~~028,~~300~~ 908 and $~~378~~837,~~429~~ 413 for the ~~three~~six months ended ~~March~~June 3130, 2010 and 2009, respectively; and $22,~~100~~128,~~567~~175 from inception (January 15, 1997) through ~~March~~June 3130, 2010 In addition, the Company’s current liabilities exceed its current assets by $4,~~384~~391,~~776~~017 as of ~~March~~June 3130, 2010. These factors among others, including the Company’s weak cash position (~~i.e.~~approximately ~~less than~~ $187,000 inat ~~cash~~June ~~as of March 31~~30, 2010), asits ~~well~~delinquencies with significant creditors, as ~~its~~well ~~delinquent~~the ~~status~~difficulties ~~under~~that ~~certain~~the ~~key~~Company ~~license~~has ~~agreements~~had, and ~~other~~continues ~~payment~~to ~~obligations~~have, remaining current with its key licensees, indicate that the Company will be unable to continue as a going concern for a reasonable period of time absent the near-immediate infusion of substantial additional capital.

If operations and cash flows substantially improve, including through funds realized upon one or more debt or equity financing transactions, management believes that the Company can meet its ongoing obligations and continue in business. However, there remains a substantial risk that management’s actions will not result in the resolution of the Company’s liquidity problems or its eventual emergence as a profitable company.

The accompanying consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

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Use of Estimates

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

Long-lived Assets

In accordance with ASC 360-10-15 ~~(formerly referred to as SFAS No. 144)~~, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10-15 relates to assets that can be amortized and the life determinable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less the cost to sell. During the three and six months ended ~~March~~June 3130, 2010 and 2009, the Company recognized no impairment of long-lived assets. From inception to ~~March~~June 3130, 2010 an impairment of license agreement in the amount of $1,701,936 was recorded.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, cash equivalents include highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

Net Income (Loss) Per Common Share

The Company computes earnings per share under ASC 260-10-45 (Financial Accounting Standard No. 128, "Earnings Per Share" (SFAS 128)). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes and the exercise of the Company's stock options and warrants (calculated using the treasury stock method). During the three and six months ended ~~March~~June 3130, 2010 and 2009, and from inception to ~~March~~June 3130, 2010, common stock equivalents were not considered in the calculation of the weighted average number of common shares outstanding because they would be anti-dilutive, thereby decreasing the net loss per common share.

AtFor ~~March~~the 31three and six months ended June 30, 2010, the following convertible securities ~~were~~have not been included in fully- –diluted loss per share because the result would have been anti-dilutive: Options to purchase 2,350,000 shares at $2.50 per share; ~~Warrants~~warrants to purchase 8,422 shares at $0.10 per share, warrants to purchase 70,180 shares at $1.78 per share, warrants to purchase 75,000 ~~shares~~ at $2.50 per share, and warrants to purchase 727,200 shares at $5.00 per share; debt convertible into 72,470,000 ~~shares~~ at $0.0110 per share; ~~debt~~cash advances convertible into 217,~~442~~040,~~441~~000 ~~shares~~ at $0.~~1781~~10 per share,; ~~and~~ debt convertible into 2,~~000~~442,~~000~~ 241 shares at $0.5018 per share., ~~Cash~~and ~~advance~~debt convertible into 172,~~040~~000,000 shares at $0.0150 per share.

22For the three and six months ended June 30, 2009, the following convertible securities were not included in fully-diluted loss per share because the result would have been anti-dilutive: Options to purchase 2,350,000 shares at $2.50 per share; warrants to purchase 8,422 shares at $0.10 per share, warrants to purchase 70,180 shares at $1.78 per share, warrants to purchase 75,000 at $2.50 per share, and warrants to purchase 727,200 shares at $5.00 per share; debt convertible into 5,368,886 shares at $0.18 per share, and debt convertible into 2,000,000 shares at $0.50 per share.

AtRevenue March 31, 2009, the following convertible securities were not included in fully-diluted loss per share because the result would have been anti-dilutive: Options to purchase 2,350,000 shares at $2.50 per share; warrants to purchase 25,265 shares at $0.10 per share, warrants to purchase 70,180 shares at $1.78 per share, warrants to purchase 75,000 at $2.50 per share, and warrants to purchase 727,200 shares at $5.00 per share; debt convertible into 5,368,886 shares at $0.18 per share, and debt convertible into 2,000,000 shares at $0.50 per share.Recognition

Our policy is to recognize revenue over the period that we perform required activities under the terms of various agreements. Revenue from transactions that do not require future performance obligations from us is recognized as contemplated in the agreements, typically upon acceptance and when collectability is reasonably assured. Revenue resulting from the achievement of milestone events stipulated in the agreements will be recognized when the milestone is achieved.

Table of Contents

Research and Development

The Company accounts for research and development costs in accordance with ASC 7.30-10-15 ~~(formerly referred to as Statement of Financial Accounting Standards No~~. ~~2 ("SFAS 2"), "Accounting for Research and Development Costs").~~ Under ASC 730-10-15, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. There were no expenditures on research and product development for the three and six months ended ~~March~~June 3130, 2010 and 2009, and from inception through ~~March~~June 3130, 2010.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and related party receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

Comprehensive Income

ASC 220-10-15 ~~(formerly referred to as Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income,")~~ establishes standards for reporting and displaying of comprehensive income, its components and accumulated balances. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220-10-15 requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. During the three and six months ended ~~March~~June 3130, 2010 and 2009 there were no items of other comprehensive income.

Stock Based Compensation

Effective January 1, 2006, the Company adopted ASC 718-10 ~~(formerly referred to as SFAS No. 123 (revised), "Share-Based Payment" (SFAS 123(R))~~ which superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees" (the intrinsic value method ) utilizing the modified prospective approach. Prior to the adoption of ASC 718-10 we accounted for stock option grant in accordance with ASC 718-10 and accordingly, recognized compensation expense for stock option grants.

Under the modified prospective approach, ASC 718-10 applies to new awards and to awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled. Under the modified prospective approach, compensation cost recognized in the nine months of fiscal 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of ASC 718-10, and compensation cost for all share-based payments granted subsequent to January 1, 2006 based on the grant-date fair value estimated in accordance with the provisions of ASC 718-10 Prior periods were not restated to reflect the impact of adopting the new standard.

23A summary of option activity under the Plan as of June 30, 2010, and changes during the period ended are presented below:

A summary of option activity under the Plan as of March 31, 2010, and changes during the period ended are presented below:

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2009		2,350,000	$	2.50
Issued		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at June 30, 2010		2,350,000	$	2.50
Vested at June 30, 2010		2,344,402	$	2.50
Non-vested at June 30, 2010		5,598	$	2.50

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2009		2,350,000	$	2.50
Issued		-		-
Exercised		-		-
Forfeited or expired		-		-
Outstanding at March 31, 2010		2,350,000	$	2.50
Vested at March 31, 2010		2,336,029	$	2.50
Non-vested at March 31, 2010		13,971	$	2.50

~~Aggregate~~Table ~~intrinsic value~~ of ~~options~~Contents outstanding and exercisable at March 31, 2010 was $0. Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $0.03 as of March 31, 2010, and the exercise price multiplied by the number of options outstanding. As of March 31, 2010, total unrecognized stock-based compensation expense related to stock options was $17,351. The total fair value of options vested during the three months March 31, 2010 and 2009 was $10,399.

Aggregate intrinsic value of options outstanding and exercisable at June 30, 2010 was $0. Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $0.10 as of June 30, 2010, and the exercise price multiplied by the number of options outstanding. As of June 30, 2010, total unrecognized stock-based compensation expense related to stock options was $6,952. The total fair value of options vested during the three and six months June 30, 2010 and 2009 was $10,399 and $20,797, respectively.

Income Taxes

The Company has implemented the provisions of ASC 740-10-05 ~~(formerly referred to as Statement of Financial Accounting Standards No~~. ~~109, "Accounting for Income Taxes" (SFAS 109)).~~ ASC 740-10-05 requires that income tax accounts be computed using the liability method. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit ~~carryforwards~~carry forwards, and liabilities are measured using enacted tax rates expected to apply to

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