UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A





Amendment No. 1

(Mark One)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number 033-17264-NY





ImmunoCellular Therapeutics,
Ltd.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|DELAWARE                                                       |  | 93-1301885                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

21900 Burbank Boulevard, 3rdFloor

Woodland Hills, California
91367

(Address of principal executive offices)

(818) 992-2907

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all required reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x    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.



| |  |                         |  |   |  |                           |  |  
| |  | ----------------------- |  | - |  | ------------------------- |  | -
| |  | Large accelerated filer |  |  ̈ |  | Accelerated Filer         |  |  ̈
| |  | Non-accelerated filer   |  |  ̈ |  | 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   ̈    No  x

The Issuer had
12,582,493 shares of its common stock outstanding as of May 12, 2008.









---

Explanatory Note

ImmunoCellular Therapeutics, Ltd. (the Company) is filing this Amendment No. 1 (the Amendment) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, which was
originally filed on May 15, 2008 (the Original Filing), to correct Exhibits 31.1 and 31.2. The Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosure in the Original Filing
to reflect events or circumstances since the Original Filing except as described above. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the Securities and Exchange Commission.



2



---

|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                                                       
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                           
|            | 
|31.1        |  | Certification of the Registrants Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of the Registrants Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



3



---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                          |  |  |  |                                   |  |                                                                                                                            
|------------------------- |  |  |  | --------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------
|Dated: September 11, 2008 |  |  |  | IMMUNOCELLULAR THERAPEUTICS, LTD.
|                          |  |  | 
|                          |  |  |  | By:                               |  | /s/ Manish Singh                                                                                                           
|                          |  |  |  |                                   |  | Name:    Manish Singh, Ph.D. Title:      President and Chief Executive Officer                (Principal Executive Officer)



4