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 ~~June~~September 30, 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 ~~August~~November 119, 2010 there were 89,~~914~~355,921 shares of the issuer’s common stock outstanding.

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets as of June 30, 2010 and December 31, 2009	4
	Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009	4
	Consolidated Statements of Operations for the three and six months ended June 30, 2010 and June 30,2009	5
	Consolidated Statements of Operations for the three and nine months ended September 30, 2010 and 2009	5
	Consolidated Statements of Changes in Stockholders’ Deficiency as of June 30, 2010	6
	Consolidated Statements of Changes in Stockholders’ Deficiency from Inception January 15, 1997 to September 30, 2010	6
	Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and June 30, 2009	24
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009	25
	Notes to Consolidated Financial Statements	2627
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5250
Item 4.	Controls and Procedures	5250
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	5351
Item 1A.	Risk Factors	5351
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5553
Item 3.	Defaults Upon Senior Securities	5553
Item 4.	Submission of Matters to a Vote of Security Holders	5553
Item 5.	Other Information	5553
Item 6.	Exhibits	5654
Signature		5755

	June 30,			December 31,
	September 30,			December 31,
	2010			2009
Assets	(Unaudited)
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	874,~~784~~805		$	5,627
Prepaid insurance		638,~~674~~725			25,805
Total current assets	$	9443,~~458~~530		$	31,432
Liabilities and stockholders' deficiency
Current liabilities
Accounts payable and accrued liabilities	$	~~694~~728,~~257~~948		$	906,893
Accounts payable and accrued liabilities-related party		1,447,624			1,156,038
Accounts payable and accrued liabilities-related parties		1,591,294			1,156,038
Lines of credit		~~249~~247,~~649~~279			253,059
Accrued interest, net		~~317~~370,~~570~~248			327,078
Accrued interest- related party		~~487~~490,~~929~~010			483,836
Cash advance		~~301~~297,400			310,400
Notes payable, net		987,046			987,046
Total current liabilities		4,~~485~~712,~~475~~225			4,424,350
Long term portion of notes payable		2942,~~757~~306			29,374
Long term portion of notes payable - due to related parties		1,~~006~~008,~~246~~152			1,003,563
Total liabilities		5,~~521~~762,~~478~~683			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
9,355,921 and 8,914,921 shares issued and outstanding
at June 30, 2010 and December 31, 2009		890			890
at September 30, 2010 and December 31, 2009		934			890
Additional paid-in capital		16,~~699~~710,~~128~~446			15,671,385
Common stock subscribed		1,137			1,137
Deficit Accumulated during the Development Stage		(22,128,175	)		(21,099,267	)
Deficit accumulated during the development stage		(22,431,670	)		(21,099,267	)
Total stockholder's deficiency		(5,427,020	)		(5,425,855	)
Total stockholders' deficiency		(5,719,153	)		(5,425,855	)
	$	94,458		$	31,432
Total liabilities and stockholders’ deficiency	$	43,530		$	31,432

													Cumulative from
													Cumulative from Inception
	For the Three			For the Three			For the ~~Six~~Nine			For the ~~Six~~Nine			~~Inception~~(January 15, 1997)
	Months Ended			Months Ended			Months Ended			Months Ended			~~(January 12, 2005)~~to
	June 30,			June 30,			June 30,			June 30,			to June 30,
	September 30,			September 30,			September 30,			September 30,			September 30,
	2010			2009			2010			2009			2010
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses:
Sales, general and administrative expenses		449,607			400,166			713,218			721,907			14,752,287
General and administrative expenses		224,765			401,300			937,983			1,123,207			14,977,052
Impairment of license agreement		-			-			-			-			1,701,936
Impairment of technology licenses and equity securities		-			-			-			-			1,701,936
Total operating expenses		~~449~~224,~~607~~765			~~400~~401,~~166~~300			~~713~~937,~~218~~983			~~721~~1,~~907~~123,207			16,~~454~~678,~~223~~988
Operating loss		( ~~449~~224,~~607~~765	)		(~~400~~401,~~166~~300	)		( ~~713~~937,~~218~~983	)		( ~~721~~1,~~907~~123,207	)		( 16,~~454~~678,~~223~~988	)
Other (income) and expense:
Interest expense, net		7578,~~073~~730			5860,~~818~~865			~~307~~385,~~007~~737			~~115~~176,~~506~~371			12,~~082~~161,~~418~~148
Cancellation of shares previously issued for license agreement		-			-			-			-			(842,514	)
(Gain) on termination of license agreement		~~( 497,072~~-	)					( 497,072	)					( 497,072	)
(Gain) loss on restructuring of debt		-			-			505,755			-			(5,068,880	)
Total other (income) expense		~~(421~~78,~~999~~730	)		5860,~~818~~865			~~( 315~~394,~~690~~420	)		~~(115~~176,~~506~~371	)		( 5,~~673~~752,~~952~~682	)
Loss before income taxes		(27303,~~608~~495	)		(~~458~~462,~~984~~165	)		( 1,~~028~~332,~~908~~403	)		(~~837~~1,~~413~~299,578	)		( 22,~~128~~431,~~175~~670	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(27303,~~608~~495	)	$	(~~458~~462,~~984~~165	)	$	(1,~~028~~332,~~908~~403	)	$	(~~837~~1,~~413~~299,578	)	$	( 22,~~128~~431,~~175~~670	)
Net loss per share – basic and diluted	$	(0.0003	)	$	(0.05	)	$	(0.1215	)	$	(0.0915	)
Weighted average shares outstanding – basic and diluted		8,914,926			8,814,926			8,914,926			8,814,926
Weighted average number of shares outstanding – basic and diluted		9,231,295			8,830,143			9,021,541			8,820,054

	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	)

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

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	-	-	-

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	)

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	)

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

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	-	-	-	-	-

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	)

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	)

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	)

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	)

Filing Compare · Omnimmune Holdings, Inc.