 |
Haskell Slaughter Young & Rediker, LLC |
1400 Park Place Tower |
2001 Park Place North |
Birmingham, Alabama 35203 |
| t. 205.251.1000 f. 205.324.1133 |
September 5, 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 are transmitting for filing a Form 8-K/A, Amendment No.3, which further amends and restates Item 4.01 of the Form 8-K filed with the Commission on August 12,2008.
The purpose of the Form 8-K/A, Amendment No.3, is to respond to comments of the Staff set forth in the Commission's email to the Company dated August 29,2008.
We respond to the specific comments of the Staff as follows:
Comment No.1 Please revise the first paragraph to disclose the date you actually dismissed Shumacher rather than the effective date of the dismissal. Refer to paragraph(a)(l)(i) of Item 304 of Regulation S-B.
Response: The Board of Directors of the Company dismissed Schumacher on August 11, 2008. The Form 8-K/A, Amendment No.3, hereby revises the first paragraph accordingly.
Comment No.2 We note that Schumacher only reported on yourfinancial statements for the most recent fiscal year. Please disclose that fact in the second paragraph. See Item 304(a)(1)(ii) of Regulation S-B.
Response: The Form 8-K/A, Amendment No.3, hereby provides such disclosure in the second paragraph.
Comment No.3 In the second paragraph, please revise to clarify that Schumacher's report contained an explanatory paragraph regarding your ability to continue as a going concern, rather than a qualification. In this regard, we believe that your reference to a going concern qualification implies that the auditors did not issue an unqualified opinion.
Response: The Form 8-K/A, Amendment No.3, hereby revises the second paragraph accordingly.
Comment No.4 Please revise the first and fifth paragraphs to disclose the date you actually engaged B&P rather than the effective date of the engagement. Refer to paragraph (a)(2) of Item 204 of Regulation S-B.
Response: The Board of Directors of the Company engaged B&P on August 11, 2008. The Form 8-K/A, Amendment No.3, hereby revises the first and fifth paragraphs accordingly.
If you have any questions regarding these matters, please do not hesitate to contact me at 205-254-1405.
| Sincerely, | |||
| Haskell Slaughter Young & Rediker, LLC | |||
| Date: September 05, 2008 | By: | /s/ Matthew T. Franklin | |
| Matthew T. Franklin | |||
| cc: | Ta Tanisha Meadows, Mail Stop 3561 |
| Harris A. Lichtenstein, Ph.D. | |
| Howard Becker | |
| Frank McDaniel | |
| Leigh Els Wilde | |
| William K. Holbrook |