OMMH / Omnimmune Holdings, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES

15-15D 1 omnimmunne-1515d041311.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-145507 OMNIMMUNE HOLDINGS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 omnimmune-nt10k123110.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K oForm 20-F oForm 11-K o Form 10-Q o Form N-SAR oForm N-CSR For Period Ended:December 31, 2010 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 September 30, 2010 OR 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 HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2010 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

License Termination Agreement dated June 18, 2010 with The Ohio State University.

EXHIBIT 10.4 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”) is made and effective on the last date that this Agreement is executed below (the “Effective Date”), by and between The Ohio State University (“OSU”), The Ohio State University Research Foundation (“OSURF”), The Ohio State University Foundation (“OSUF”), and Omnimmune Corp. (“Omnimmune”), collectively, the “Parties” t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 30, 2010 OR 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,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2010 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 18, 2010 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 31, 2010 OR 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,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: March 31, 2010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: March 31, 2010 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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, 2009 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 HOLD

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Omnimmune Holdings, Inc. Omnimmune Corporation, a Delaware corporation InVitro Technologies, Inc., a New York corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K oForm 20-F oForm 11-K o Form 10-Q o Form N-SAR oForm N-CSR For Period Ended:December 31, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2

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: 333-145

Term Sheet for Debt Financing and Agreed Upon Restructuring with Margie Chassman effective as of January 20, 2010

Exhibit 10.3 Omnimmune Holdings, Inc. Term Sheet for Debt Financing and Agreed Upon Restructuring January 13, 2010 Issuer Omnimmune Holdings, Inc. (the “Company”). Security Unsecured promissory notes (the “Notes”) in substantially the form attached hereto as Schedule A, bearing interest at 10% per annum, payable semi-annually in cash or additional notes of like tenor. The Notes will mature five ye

Form of Convertible Note

Exhibit 10.2 THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR THE COMMON SHARES ISSUABLE UPON CONVERSION O

Lock-Up Agreement with Margie Chassman effective as of January 20, 2010

Exhibit 10.4 LOCK-UP AGREEMENT LOCK-UP AGREEMENT (this “Agreement”), dated as of this 20th day of January 2010, by and between MARGIE CHASSMAN (“Chassman”), and OMNIMMUNE HOLDINGS, INC. (the “Company”). W I T N E S S E T H WHEREAS, Chassman beneficially owns and holds certain shares of common stock, par value $.0001 per share (the “Common Stock”) of the Company and certain promissory notes of the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2010 Omnimmune Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-145507 26-3128407 (State or other Jurisdiction of Incorporation) (Commiss

Form of Subscription Agreement, dated as of January 20, 2010, by and among the Company and the subscribers thereto

Exhibit 10.1 OMNIMMUNE HOLDINGS, INC. SUBSCRIPTION AGREEMENT Omnimmune Holdings, Inc. 4600 Post Oak Place, Suite 352 Houston, TX 77027 Attn: Harris A. Lichtenstein, CEO Gentlemen: 1. Subscription. 1.1 Offering. The undersigned understands that Omnimmune Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), is offering to sell to accredited investors (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (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 o TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (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 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: 333-145

PO Box 681235 Marietta, Georgia 30068-0021 Leigh Els Wilde, Esq. 404-668-8146 [email protected]

McDaniel Law Group, PC PO Box 681235 Marietta, Georgia 30068-0021 Leigh Els Wilde, Esq.

RE: Omnimmune Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Forms 10-Q for the Quarterly Periods Ended March 31, June 30, and September 30, 2009 File No. 333-145507

January 15, 2010 VIA EDGAR Securities and Exchange Commission Washington, DC 20549 Mail Stop 4720 RE: Omnimmune Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 omnimmune10-q093009.htm 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 September 30, 2009 OR 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 Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: September 30, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2009 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 30, 2009. OR 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 HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: June 30, 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2009 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

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 31, 2009. OR 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 HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K oForm 20-F oForm 11-K x Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: March, 31 2009 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Omnimmune Holdings, Inc. Omnimmune Corporation, a Texas corporation InVitro Technologies, Inc., a New York corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (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 HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K oForm 20-F oForm 11-K o Form 10-Q o Form N-SAR oForm N-CSR For Period Ended: December 31, 2008 oTransition Report on Form 10-K oTransition Report on Form 20-F oTransition Report on Form 11-K oTransition Report on Form 10-Q oTransition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2009 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other (Commission (IRS Employer Jurisdiction

Letter of Consent, effective as of January 31, 2009, to modifications of Unit Offering and Registration Rights Agreement of Omnimmune Holdings, Inc.

EX 10.1 December 19, 2008 Investor Address Address RE: Consent to modifications to the terms of Omnimmune Holdings, Inc. (“Omnimmune”) Unit Offering, including modifications to existing registration rights granted under the Registration Rights Agreement dated as of August 8, 2008 (the “Existing Registration Rights Agreement”); Capitalized terms used but not defined herein shall have the meaning se

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of Incorporation) (Commis

Demand Promissory Note, dated October 31, 2008, issued to McDaniel & Henry, LLP.

EXHIBIT 10.1 DEMAND PROMISSORY NOTE Houston, Texas $287,768.40 Issue Date: October 31, 2008 RECITALS WHEREAS, Omnimmune Holdings, Inc., a Delaware corporation (the “Company”) has retained the services of McDaniel & Henry, LLP, a Georgia limited liability partnership (the “Firm) to perform certain legal services for and on its behalf (the “Services”); WHEREAS, Company has accrued the amount of Two

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 omnimmune10-q093008.htm 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 September 30, 2008. OR 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB

10KSB 1 omni-10ksb5312008.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May, 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 Numbe

Letter from Schumacher & Associates, Inc. to the Securities and Exchange Commission dated August 19, 2008.

Exhibit 16.1 SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 2525 15th Street, Suite 3H Denver, CO 80211 (303) 480-5037 FAX (303) 480-5038 August 19, 2008 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N. W. Washington D.C. 20549 Re: Omnimmune Holdings, Inc. (formerly Roughneck Supplies, Inc.) Dear Sirs/Madams: The undersigned Schumacher & Associates,

cc: Ta Tanisha Meadows, Mail Stop 3561 Harris A. Lichtenstein, Ph.D. Howard Becker Frank McDaniel Leigh Els Wilde William K. Holbrook

Haskell Slaughter Young & Rediker, LLC 1400 Park Place Tower 2001 Park Place North Birmingham, Alabama 35203 t.

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other (Commission (IRS Emplo

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response: 2.50 SEC FILE NUMBER 333-145507 CUSIP NUMBER 68216A104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICAT

OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response: 2.

Letter from Schumacher & Associates, Inc. to the Securities and Exchange Commission dated August 19, 2008.

Exhibit 16.1 SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 2525 15th Street, Suite 3H Denver, CO 80211 (303) 480-5037 FAX (303) 480-5038 August 19, 2008 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N. W. Washington D.C. 20549 Re: Omnimmune Holdings, Inc. (formerly Roughneck Supplies, Inc.) Dear Sirs/Madams: The undersigned Schumacher & Associates,

August 26, 2008

CORRESP 1 filename1.htm August 26, 2008 VIA EDGAR - CORRESPONDENCE U.S. Securities and Exchange Commission Main Filing Desk Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549-1004 Re: Omnimmune Holdings, Inc. Item 4.01, Form 8-K Filed August 12, 2008 File No. 333-145507 Ladies and Gentlemen: On behalf of Omnimmune Holdings, Inc. (the “Company”), in response to comments of the Staff set fo

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other (Commission (IRS Emplo

August 26, 2008

CORRESP 1 filename1.htm Matthew T. Franklin Direct Dial: 205.254.1405 [email protected] August 26, 2008 VIA EDGAR U.S. Securities and Exchange Commission Main Filing Desk Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549-1004 Re: Omnimmune Holdings, Inc. Item 4.01 Form 8-K Filed August 13, 2008 File No. 333-145507 Ladies and Gentlemen: On behalf of Omnimmune Holdings, Inc. (the “Company”), we

Letter from Schumacher & Associates, Inc. to the Securities and Exchange Commission dated August 19, 2008 regarding this amended Form 8-K/A.

Exhibit 16.1 SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 2525 15th Street, Suite 3H Denver, CO 80211 (303) 480-5037 FAX (303) 480-5038 August 19, 2008 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N. W. Washington D.C. 20549 Re: Omnimmune Holdings, Inc. (formerly Roughneck Supplies, Inc.) Dear Sirs/Madams: The undersigned Schumacher & Associates,

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K/A 1 omnimmune-8ka08112008.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 \ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (S

PO Box 681235 Marietta, Georgia 30068-0021 Leigh Els Wilde, Esq. 404-668-8146 [email protected]

CORRESP 1 filename1.htm McDaniel & Henry, LLP PO Box 681235 Marietta, Georgia 30068-0021 Leigh Els Wilde, Esq. 404-668-8146 [email protected] August 21, 2008 VIA EDGAR Securities and Exchange Commission Main Filing Desk Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549-1004 Re: Omnimmune Holdings, Inc. Item 4.01 Form 8-K Filed August 13, 2008 File No. 333-145507 Ladies and Ge

Stock Option Agreement, dated as of August 12, 2008, by and between Omnimmune Holdings, Inc. and Howard Becker.

Exhibit 10.2 OMNIMMUNE HOLDINGS, INC. Stock Option Agreement Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the undersigned (“Optionee”) a non-qualified option (this “Option”) to purchase the total number of Shares shown below of the Company (“Shares”) at the exercise price per Share set forth below (the “Exercise Price”), subject to all of the terms and conditi

Changes in Registrant's Certifying Accountant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of Incorporation) (Commissi

Consulting Agreement, dated as of August 12, 2008, by and among Omnimmune Holdings, Inc., Becker Advisors, Ltd. and Howard Becker.

Exhibit 10.1 OMNIMMUNE HOLDINGS, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) between Omnimmune Holdings, Inc., a Delaware corporation (“Omnimmune”), and Becker Advisors, Ltd., a New Jersey corporation (“Contractor”) and Howard Becker, individually (“Becker”)(together with Contractor, the “Consu

Letter from Schumacher & Associates, Inc. to the Securities and Exchange Commission dated August 13, 2008 regarding change in certifying accountant

Exhibit 16.1 SCHUMACHER & ASSOCIATES, INC. Certified Public Accountants 2525 15th Street, Suite 3H Denver, CO 80211 (303) 480-5037 FAX (303) 480-5038 August 13, 2008 United States Securities and Exchange Commission Mail Stop 11-3 450 Fifth Street, N. W. Washington D.C. 20549 Re: Omnimmune Holdings, Inc. (formerly Roughneck Supplies, Inc.) Dear Sirs/Madams: The undersigned Schumacher & Associates,

Second Amendment to License Agreement, dated June 10, 2005, between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.10 COLUMBIA UNIVERSITY SCIENCE AND TECHNOLOGY VENTURES SECOND AMENDMENT TO THE LICENSE AGREEMENT OF FEBRUARY 1, 2005 BETWEEN COLUMBIA AND OMNIMMUNE CORP. June 10, 2005 Harris A. Lichtenstein, Ph.D. President and CEO Omnimmune Corp. 4600 Post Oak Place Suite 152 Houston, Texas 77027 Dear Harris: The Agreement between Omnimmune Corp. and The Trustees of Columbia University in the City of

Certificate of Merger, effective August 6, 2008, merging Roughneck Supplies, Inc. with and into Omnimmune Holdings, Inc.

Exhibit 2.3 CERTIFICATE OF MERGER OF ROUGHNECK SUPPLIES, INC. INTO OMNIMMUNE HOLDINGS, INC. Pursuant to Title 8, Section 252 of the General Corporation Law of the State of Delaware, the undersigned corporation as the surviving corporation in a merger, hereby submits the following Certificate of Merger: 1. The name of the surviving corporation is Omnimmune Holdings, Inc., a corporation organized un

Amendment and Pledge dated July 31, 2008, to Gift Agreement entered into as of April 18, 2008, by and among The Ohio State University Medical Center, The Ohio State University Foundation and Omnimmune Corp.

Exhibit 10.23 Dr. Harris Lichtenstein CEO Omnimmune Corporation 4600 Post Oak Place Drive, Suite 352 Houston, TX 77027 Re: That certain document entitled “Gift Agreement,” entered into by and among The Ohio State University Medical Center (the “University”), The Ohio State University Foundation (the “Foundation”) and Omnimmune Corp. (“Omnimmune”) as of the 18th day of April 2008 (the “Pledge”) – P

Form of Lock-Up Agreement between the Company and executive officers and certain stockholders

Exhibit 10.18 LOCK-UP AGREEMENT August, 2008 Ladies and Gentlemen: Reference is made to those discussions between Omnimmune Corp., a Texas corporation (“Omnimmune”) and Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), relating to a proposed business combination between Omnimmune and the Company and a related private placement financing (the “Transactions”). In connection with the

Registration Rights Agreement, dated as of November 1, 2003, between Omnimmune Corp. and Phillip B. Costa, Jr.

Exhibit 10.16 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Registration Rights Agreement") is made as of November l, 2003, among OMNIMMUNE CORP., a Texas corporation (the "Company"), and PHILLIP B. COSTA, JR., an individual (the "Holder"). WHEREAS, pursuant to the terms of that certain Agreement for Consulting Services dated as of November l, 2003, between the Company an

Fourth Amendment to License Agreement, dated as of June 20, 2008, by and between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.13 FOURTH AMENDMENT TO LICENSE AGREEMENT THIS FOURTH AMENDMENT TO THE LICENSE AGREEMENT (the “Amendment”), is entered into as of the 20th day of June 2008 and made effective as of the Signing Date (for purposes of this Amendment, such term shall have the meaning set forth in that certain Master Termination Agreement of even date herewith among the parties hereto (the “Master Termination

Contingent Promissory Note (Alexander Krichevsky)

Exhibit 10.2 CONTINGENT PROMISSORY NOTE Houston, Texas $500,000 Issue Date: March 1, 2008 FOR VALUE RECEIVED, the undersigned, Omnimmune Corp., a Texas corporation (“Maker”), promises to pay to Alexander Krichevsky, Ph.D. or his assigns, an individual residing in the State of Pennsylvania (“Payee”; Payee and any subsequent holder(s) hereof are individually and collectively referred to as “Holder”)

Consulting Agreement, entered into as of March 1, 2008, between Omnimmune Corp. and Mark S. Germain

Exhibit 10.21 OMNIMMUNE CORP. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) between OMNIMMUNE CORP., a Texas corporation (“Omnimmune”), and Mark Germain, a resident of the State of New York (“Consultant”). Omnimmune and Consultant are sometimes collectively referred to in this Agreement as the “Partie

Exclusive License Agreement, effective as of April 18, 2008, by and between Omnimmune Corp. and The Ohio State University Research Foundation

Exhibit 10.3 THE OHIO STATE UNIVERSITY RESEARCH FOUNDATION EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT is made effective as of the 18th day of April 2008 (the "Effective Date"), by and between THE OHIO STATE UNIVERSITY RESEARCH FOUNDATION, located at 1960 Kenny Road, Columbus, Ohio (“OSU”) and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 352, Houston,

Form of Placement Agent Warrant

Exhibit 4.3 Placement Agent Warrant Warrant No. PA- , 2008 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRAN

Form of Warrant (1st Interim Bridge Note Offering)

Exhibit 4.4 Warrant No. , 2008 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF RE

OMNIMMUNE CORP. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, 2008 2007 Assets Current assets Cash and cash equivalents $ 97,498 $ 209 Advance to related party 10,000 10,000 Total current assets 107,4

Exhibit 99.2 OMNIMMUNE CORP. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED BALANCE SHEETS (unaudited) March 31, December 31, 2008 2007 Assets Current assets Cash and cash equivalents $ 97,498 $ 209 Advance to related party 10,000 10,000 Total current assets 107,498 10,209 Total assets $ 107,498 $ 10,209 Liabilities and stockholders' deficit: Current liabilities Accounts payable and accrued liabili

Amendment #1 to Amended and Restated License Agreement, effective as of January 31, 2007, between Allegheny-Singer Research Institute and Omnimmune Corp.

Exhibit 10.5 AMENDMENT #1 (FEBRUARY 2005 AMENDED AND RESTATED LICENSE AGREEMENT) This amendment #1, effective as of the 31st day of January 2007, amends the February 1, 2005 Amended and Restated License Agreement entered into and between ALLEGHENY-SINGER RESEARCH INSTITUTE, a Pennsylvania nonprofit corporation with an address at 320 East North Avenue, Pittsburgh, Pennsylvania 15212 (“ASRI”), and O

Amendment #3 to License Agreement, effective as of January 31, 2007, between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.11 AMENDMENT #3 (FEBRUARY 2005 LICENSE AGREEMENT) This amendment #3, effective as of the 31st day of January 2007 (“Third Amendment Effective Date”), amends the February 1, 2005 License Agreement entered into and between The Trustees of Columbia University in the City of New York, a New York corporation located at 116th street and Broadway, New York, New York, 10027 (“Columbia”), and Om

Exclusive License Agreement, entered into as of November 1, 2007, by and among Institut Gustave Roussy, IGR&D, S.A., and Omnimmune Corp.

Exhibit 10.14 EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (the "Agreement"), is entered into as of the first day of November 2007 (the "Effective Date"), by and among Institut Gustave Roussy, a private cancer research and treatment non-profit making center incorporated in the Republic of France ("IGR"), IGR&D, S.A., a company incorporated in the Republic of France, Creteil (societ

Employment Agreement, entered into as of June 20, 2008, by and between Harris A. Lichtenstein and Omnimmune Corp.

Exhibit 10.19 OMNIMMUNE CORP. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of June 2008 by and between Omnimmune Corp., a Texas corporation (“Company”), and Harris A. Lichtenstein, Ph.D., a resident of the State of Texas (“Executive”). RECITALS WHEREAS, Company's board of directors (the “Board”) has determined that it is in its best interest to en

Agreement of Merger, dated as of August 6, 2008, by and between Roughneck Supplies, Inc. and Omnimmune Holdings, Inc.

Exhibit 2.1 AGREEMENT OF MERGER BY AND BETWEEN ROUGHNECK SUPPLIES, INC. AND OMNIMMUNE HOLDINGS, INC. THIS AGREEMENT OF MERGER approved on August 4, by Roughneck Supplies, Inc., a corporation incorporated under the laws of the State of Nevada by resolution adopted by its Board of Directors and the holders of a majority of the issued and outstanding common stock of Roughneck Supplies, Inc. on said d

Registration Rights Agreement, dated as of August 7, 2008, by and among Omnimmune Holdings, Inc. and the stockholders of Omnimmune Holdings, Inc. parties thereto

EX-10.15 34 ex10-15.htm Exhibit 10.15 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2008, among Omnimmune Holdings, Inc., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”). R E C I T A L S WHEREAS, the Company and the Investors are parties to Subscription Agreements (the “S

License Agreement, dated as of February 1, 2005, between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.8 LICENSE AGREEMENT AGREEMENT, dated as of February 1, 2005 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation located at 116th Street and Broadway, New York, New York 10027 (“Columbia”), and OMNIMMUNE CORP., a Texas corporation located at 4600 Post Oak Place, Suite 152, Houston, Texas 77027 (“Company”). The parties theref

Form of Warrant (Phillip Costa, Jr. and Alejandro Romero)

Exhibit 4.5 No. 2 THE SECURITIES REPRESENTED BY THIS WARRANT AND THE COMMON STOCK ISSUABLE THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAW AND, ACCORDINGLY, THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE RESOLD, PLEDGED, OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMEN

Termination Agreement, effective as of June 20, 2008, by and between Allegheny-Singer Research Institute and Omnimmune Corp.

Exhibit 10.6 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of June 20, 2008 (the “Effective Date”) by and between Allegheny-Singer Research Institute, a Pennsylvania nonprofit corporation (“ASRI”) and Omnimmune Corp., a Texas corporation (the “Company”). RECITALS WHEREAS, ASRI and Company entered into that certain Amended and Restated License Agre

Amended and Restated License Agreement, dated as of February 1, 2005, between Allegheny-Singer Research Institute and Omnimmune Corp.

Exhibit 10.4 AMENDED AND RESTATED LICENSE AGREEMENT THIS AMENDED AND RESTATED LICENSE AGREEMENT (the “Agreement”), dated as of February 1, 2005, is between ALLEGHENY-SINGER RESEARCH INSTITUTE, a Pennsylvania nonprofit corporation with an address at 320 East North Avenue, Pittsburgh, Pennsylvania 15212 ("ASRI") and Omnimmune Corp., a Texas corporation located at 4600 Post Oak Place, Suite 152, Hous

Master Termination Agreement, effective as of June 20, 2008, by and between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.12 MASTER TERMINATION AGREEMENT THIS MASTER TERMINATION AGREEMENT (this “Agreement”) is entered into effective as of June 20, 2008 (the “Signing Date”) by and between The Trustees of Columbia University in the City of New York, a New York corporation (“Columbia”) and Omnimmune Corp., a Texas corporation (the “Company”). RECITALS WHEREAS, Columbia and Company entered into that certain Li

Contingent Promissory Note (Harris A. Lichtenstein)

Exhibit 10.1 CONTINGENT PROMISSORY NOTE Houston, Texas $500,000 Issue Date: March 1, 2008 FOR VALUE RECEIVED, the undersigned, Omnimmune Corp., a Texas corporation (“Maker”), promises to pay to Harris A. Lichtenstein, or his assigns, an individual residing in the State of Texas (“Payee”; Payee and any subsequent holder(s) hereof are individually and collectively referred to as “Holder”), or order,

Agreement of Merger and Plan of Reorganization, dated as of August 7, 2008, by and among the Omnimmune Holdings, Inc., Omnimmune Acquisition Corp., a wholly owned subsidiary of the Company, and Omnimmune Corp.

Exhibit 2.2 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION by and among OMNIMMUNE HOLDINGS, INC., OMNIMMUNE ACQUISITION CORP. and OMNIMMUNE CORP. AUGUST 7, 2008 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of August 7, 2008, by and among Omnimmune Holdings, Inc., a Delaware corporation (“Holdings

BYLAWS OMNIMMUNE HOLDINGS, INC. ARTICLE I

Exhibit 3.2 BYLAWS OF OMNIMMUNE HOLDINGS, INC. ARTICLE I STOCKHOLDERS 1. Certificates Representing Stock. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 6, 2008 OMNIMMUNE HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-145507 26-3128407 (State or Other Jurisdiction of Incorporation) (Commission

Form of Warrant to Purchase Shares of Common Stock of Omnimmune Corp. (Frank E. McDaniel)

Exhibit 4.6 Warrant No. [Date] THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF RE

Form of Investor Warrant

Exhibit 4.2 FORM OF WARRANT Warrant No. , 2008 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY OF SUCH SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN T

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF OMNIMMUNE HOLDINGS, INC. I, the undersigned, for purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows: 1. The name of the corporation shall be Omnimmune Holdings, Inc. (the “Corporation”). 2. The address of its regis

Employment Agreement, entered into as of June 20, 2008, by and between Alexander Krichevsky and Omnimmune Corp.

Exhibit 10.20 OMNIMMUNE CORP. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 20th day of June 2008 by and between Omnimmune Corp., a Texas corporation (“Company”), and Alex Krichevsky, DVM, Ph.D., a resident of the State of Pennsylvania (“Executive”). RECITALS WHEREAS, Company's board of directors (the “Board”) has determined that it is in its best interest

Form of Executive Stock Option Agreement

Exhibit 4.1 OMNIMMUNE CORP. Executive Stock Option Agreement Omnimmune Corp., a Texas corporation (the “Company”), hereby grants to the undersigned optionee (“Optionee”) a non-qualified option (this “Option”) to purchase the total number of shares of common stock of the Company shown below (“Shares”) at the exercise price per Share set forth below (the “Exercise Price”), subject to all of the term

Form of 10% Convertible Promissory Note (1st Interim Bridge Note Offering)

Exhibit 4.9 NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIVES AN O

Gift Agreement entered into as of April 18, 2008, by and among The Ohio State University Medical Center, The Ohio State University Foundation and Omnimmune Corp.

Exhibit 10.22 T H E O H I O STATE UNIVERSITY GIFT AGREEMENT Date: April 18, 2008 The undersigned, Ommnimmune Corp., a Texas corporation (Donor), hereby enters into the following commitment to The Ohio State University (University) to contribute funds to The Ohio State University Foundation (Foundation) in the amounts and upon the terms and conditions hereinafter set forth. 1. Amounts and Purposes

Form of Amended and Restated Convertible Demand Promissory Note

Exhibit 4.8 NEITHER THIS CONVERTIBLE DEMAND PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIV

Amended and Restated Convertible Demand Promissory Note (Margie Chassman)

Exhibit 4.12 NEITHER THIS CONVERTIBLE DEMAND PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEI

List of Subsidiaries

Exhibit 21 List of Subsidiaries ● Omnimmune Corporateion ● In Vitro Technologies, Inc.

Second Amendment to Amended and Restated License Agreement, effective as of June 20, 2008, by and between Allegheny-Singer Research Institute and Omnimmune Corp.

Exhibit 10.7 SECOND AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT (the “Amendment”), effective as of the 20th day of June 2008, is entered into by and between Allegheny-Singer Research Institute, a Pennsylvania nonprofit corporation (“ASRI”), and Omnimmune Corp., a Texas corporation (the “Company”)(together, ASRI and Company

First Amendment to License Agreement, dated March 29, 2005, between The Trustees of Columbia University in the City of New York and Omnimmune Corp.

Exhibit 10.9 COLUMBIA UNIVERSITY SCIENCE AND TECHNOLOGY VENTURES FIRST AMENDMENT TO THE LICENSE AGREEMENT OF FEBRUARY 1, 2005 BETWEEN COLUMBIA AND OMNIMMUNE CORP. March 29, 2005 Harris A. Lichtenstein, Ph.D. President and CEO Omnimmune Corp. 4600 Post Oak Place Suite 152 Houston, Texas 77027 Dear Harris: The Agreement between Omnimmune Corp. and The Trustees of Columbia University in the City of N

Form of 10% Convertible Promissory Note (2nd Interim Bridge Note Offering)

Exhibit 4.10 NEITHER THIS CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIVES AN

Tag-Along Rights Agreement, effective as of November 1, 2003, by and among Harris A. Lichtenstein, Alexander Krichevsky, and certain shareholders and derivative owners of Omnimmune Corp.

Exhibit 10.17 TAG-ALONG RIGHTS AGREEMENT This Tag-Along Rights Agreement (this "Agreement") is entered into effective as of November l, 2003, by and among Harris A. Lichtenstein ("Lichtenstein "), Alexander Krichevsky ("Krichevsky", and with Lichtenstein, the "Majority Holders"), and the shareholders and derivative holders of Omnimmune Corp., a Texas corporation (the "Company") listed on Exhibit A

From Inception

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL DATA The unaudited pro forma combined financial information for the twelve months ended December 31, 2007 has been derived from our audited historical financial statements as of and for the year ended December 31, 2007. The unaudited pro forma combined financial information as of and for the three months ended March 31, 2008 has been derived from

OMNIMMUNE CORP. (A DEVELOPMENT STAGE ENTERPRISE) CONSOLIDATED BALANCE SHEETS DECEMBER 31,

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and stockholders of Omnimmune Corp. We have audited the accompanying consolidated balance sheets of Omnimmune Corp ("the Company") a development stage enterprise and subsidiary as of December 31, 2007 and 2006 and the related statements of operations, statements of changes in stockholders' deficiency, an

Form of Amended and Restated Convertible Demand Promissory Note with Warrant

Exhibit 4.7 NEITHER THIS CONVERTIBLE DEMAND PROMISSORY NOTE NOR THE SECURITIES FOR WHICH IT MAY BE EXCHANGED HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND LAWS UNLESS MAKER RECEIV

Convertible Promissory Note (Mark R. Wisner, P.C.)

Exhibit 4.11 THESE SECURITIES HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE UPON CERTAIN EXEMPTIONS AFFORDED BY SUCH ACTS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMEN

Articles of Merger, effective August 7, 2008, merging Omnimmune Corp. with and into Omnimmune Acquisition Corp.

Exhibit 2.4 ARTICLES OF MERGER OF OMNIMMUNE CORP. INTO OMNIMMUNE ACQUISITION CORP. Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act (the “TBCA”), Omnimmune Corp., a Texas corporation (the “Corporation”), and Omnimmune Acquisition Corp., a Delaware corporation, hereby execute and adopt the following Articles of Merger this 7th day of August, 2008 and certify that: 1.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2008 Roughneck Supplies, Inc. (Exact name of registrant as specified in its charter) Nevada 333-145507 98-0539891 (State or other jurisdiction of incorporation) (Commission File Number) (I

Certificate of Change

DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 29, 2008 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145507 Roughneck Supplies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended November 30, 2007 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145507 Roughneck Supplies Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-145507 Notification of Late Filing (Check One): [ ] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR For Period Ended: November 30, 2007 [ ] Transition Report on Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2007 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145507 Roughneck Supplies, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 POST-EFFECTIVE AMENDMENT NO. 2 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter) NEVADA 98-0539891 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Roughneck Supplies, Inc. 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2007 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number: 333-145507 Roughneck Supplies, Inc.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 POST-EFFECTIVE AMENDMENT NO. 1 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter)

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter) NEVADA 98-0539891 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Roughneck Supplies, Inc. 5

Articles of Incorporation, as amended

Ross Miller Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter) NEVADA 98-0539891 (State or other jurisdi

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Roughneck Supplies, Inc. (Exact name of Registrant as specified in its charter) NEVADA 98-0539891 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) Roughneck Supplies, Inc. 5254 Green St., Suite #10 Halifax, Nova Scoti

/s/ Travis McPhee Travis McPhee, President, Treasurer and Secretary

BYLAWS OF ROUGHNECK SUPPPLIES, INC. (“The company”), (“The corporation”) (A NEVADA CORPORATION) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of the corporation in the State of Nevada shall be in the City of Las Vegas, State of Nevada. SECTION 2. OTHER OFFICES. The corporation shall also have and maintain an office or principal place of business at such place as may be fixe

Distribution Agreement with Bell Industries

Roughneck Supplies, Inc. 5254 Green St. Suite #10, Halifax, Nova Scotia, Canada B3H 1N7 1-800-471-6889 DISTRIBUTION AGREEMENT June 21, 2007 THIS DISTRIBUTION AGREEMENT is acknowledged and agreed between BELL INDUSTRIES ("the SUPPLIER") and ROUGHNECK SUPPLIES, INC. ("the DISTRIBUTOR"). The two parties are hereinafter referred to as the "Parties". WHEREAS, the SUPPLIER desires to sell its products a