##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    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 number: 000-52530
 Omni Bio Pharmaceutical, Inc.
  Colorado
    
    20-8097969(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111
 (303) 867-3415
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### Table of Contents



EXPLANATORY NOTE




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##### 



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
 TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  September 30, 2009 and March 31, 2009 (unaudited)
    
    
    2Consolidated Statements of Operations  For the three months ended September 30, 2009
and 2008 (unaudited)
    
    
    3Consolidated Statements of Operations  For the six months ended September 30, 2009
and 2008 and February 28, 2006 (Inception) through September 30, 2009 (unaudited)
    
    
    4Consolidated Statements of Stockholders Equity (Deficit)  As of and for the six
months ended September 30, 2009 and February 28, 2006 (Inception) through September 30, 2009 (unaudited)
    
    
    5Consolidated Statements of Cash Flows  For the six months ended September 30, 2009
and 2008, and February 28, 2006 (Inception) through September 30, 2009 (unaudited)
    
    
    10Notes to Consolidated Financial Statements (unaudited)
    
    
    12Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
    
    
    28Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 4T. Controls and Procedures
    
    
    34PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    35Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    36Item 3. Defaults Upon Senior Securities
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    37Item 5. Other Information
    
    
    37Item 6. Exhibits
    
    
    38Signature
    
    
    39Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 September 30, 2009
    
    
    March 31, 2009(Unaudited)
    
    
    (Unaudited)(As restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    751,198
    
    
    $
    1,805,395Other current assets
    
    
    27,678
    
    
    
    21,772Total current assets
    
    
    778,876
    
    
    
    1,827,167Property and equipment, net
    
    
    1,490
    
    
    
    2,250Intangible assets, net
    
    
    69,708
    
    
    
    72,300Total long-term assets
    
    
    71,198
    
    
    
    74,550TOTAL ASSETS
    
    $
    850,074
    
    
    $
    1,901,717LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    115,132
    
    
    $
    282,935Amounts due to UCD under sponsored research agreement
    
    
    161,300
    
    
    
    321,300Accrued liabilities
    
    
    40,109
    
    
    
    56,817Accrued compensation and related benefits and taxes
    
    
    15,250
    
    
    
    211,012Amounts due to related parties
    
    
    29,125
    
    
    
    138,261Note payable  related party
    
    
    
    
    
    
    132,000Total current liabilities
    
    
    360,916
    
    
    
    1,142,325Note payable  related party, net of discount of $9,000 and
$15,000, respectively
    
    
    16,000
    
    
    
    10,000Total liabilities
    
    
    376,916
    
    
    
    1,152,325Commitments and ContingenciesStockholders equity:Preferred stock, $0.10 par value; 5,000,000 shares
authorized; -0- shares
issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 200,000,000 shares authorized;
26,794,771 and 23,164,567 shares issued and outstanding,
respectively
    
    
    26,794
    
    
    
    23,164Additional paid-in capital
    
    
    15,247,339
    
    
    
    8,186,704Deficit accumulated during the development stage
    
    
    (14,800,975
    )
    
    
    (7,460,476
    )Total stockholders equity
    
    
    473,158
    
    
    
    749,392TOTAL LIABILITIES AND STOCKHOLDERSEQUITY
    
    $
    850,074
    
    
    $
    1,901,717
   2




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months EndedSeptember 30,2009
    
    
    2008(As restated)Operating expenses:General and administrative (including share-based
compensation
of $697,842 and $122,374, respectively)
    
    $
    915,522
    
    
    $
    201,223License fee  related party
    
    
    5,615,980
    
    
    
    Research and development
    
    
    
    
    
    
    80,000Total operating expenses
    
    
    6,531,502
    
    
    
    281,223Loss from operations
    
    
    (6,531,502
    )
    
    
    (281,223
    )Non-operating expenses:Interest income (expense), net
    
    
    1,099
    
    
    
    (518
    )Accretion expense on notes payable   related party
    
    
    (3,000
    )
    
    
    (3,000
    )Total non-operating expenses
    
    
    (1,901
    )
    
    
    (3,518
    )Net loss
    
    $
    (6,533,403
    )
    
    $
    (284,741
    )Basic and diluted net loss per share
    
    $
    (0.25
    )
    
    $
    (0.02
    )Weighted average shares outstanding  basic and diluted
    
    
    26,589,678
    
    
    
    18,210,295
   3




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Six Months Ended
    
    
    February 28, 2006September 30,
    
    
    (Inception) through2009
    
    
    2008
    
    
    September 30, 2009(As restated)
    
    
    
    
    
    (As restated)Operating expenses:General and administrative (including share-based
compensation of $1,334,815, $305,512 and
$2,800,629, respectively)
    
    $
    1,719,148
    
    
    $
    521,588
    
    
    $
    4,677,404License fee  related party
    
    
    5,615,980
    
    
    
    
    
    
    
    5,615,980Research and development
    
    
    
    
    
    
    160,000
    
    
    
    1,132,497Charge for common stock issued pursuant to
license agreements
    
    
    
    
    
    
    20,833
    
    
    
    763,240Total operating expenses
    
    
    7,335,128
    
    
    
    702,421
    
    
    
    12,189,121Loss from operations
    
    
    (7,335,128
    )
    
    
    (702,241
    )
    
    
    (12,189,121
    )Non-operating expenses:Interest income (expense), net
    
    
    629
    
    
    
    (522
    )
    
    
    (60,456
    )Accretion expense on notes payable 
related party
    
    
    (6,000
    )
    
    
    (4,000
    )
    
    
    (47,125
    )Charges for warrants issued in merger  related
parties
    
    
    
    
    
    
    
    
    
    
    (1,948,237
    )Charge for warrants issued in private placement 
related parties
    
    
    
    
    
    
    
    
    
    
    (403,350
    )Charges for modifications to warrants
    
    
    
    
    
    
    
    
    
    
    (152,686
    )Total non-operating expenses
    
    
    (5,371
    )
    
    
    (4,522
    )
    
    
    (2,611,854
    )Net loss
    
    $
    (7,340,499
    )
    
    $
    (706,943
    )
    
    $
    (14,800,975
    )Basic and diluted net loss per share
    
    $
    (0.28
    )
    
    $
    (0.04
    )Weighted average shares outstanding  basic and
diluted
    
    
    26,305,926
    
    
    
    18,208,701
   4




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Equity (Deficit)Balances at February 28, 2006 (inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Common stock issued to founders and insiders (February
and
March 2006 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,715
    )
    
    
    (2,715
    )Balances at March 31, 2006
    
    
    
    
    
    $
    
    
    
    
    10,000,000
    
    
    $
    10,000
    
    
    $
    
    
    
    $
    (2,715
    )
    
    $
    7,285Common stock sold in private placement offering
(April 2006 at $0.80 per share)
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150
    
    
    
    119,850
    
    
    
    
    
    
    
    120,000Common stock issued as additional consideration pursuant
to license agreement (May 2006 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    406,000
    
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    406Common stock sold in private placement offering
(June through December 2006 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    340,000
    
    
    
    340
    
    
    
    339,660
    
    
    
    
    
    
    
    340,000Common stock issued in exchange for consulting services
(November 2006 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30
    
    
    
    29,970
    
    
    
    
    
    
    
    30,000Common stock issued as additional consideration pursuant
to license agreement (December 2006 and January 2007
at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    32,333
    
    
    
    32
    
    
    
    32,301
    
    
    
    
    
    
    
    32,333Common stock purchase warrants sold to outside investors
(March 2007 at $0.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,500
    
    
    
    
    
    
    
    102,500Common stock purchase warrants sold to an employee
(March 2007 at $0.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,250
    
    
    
    
    
    
    
    21,250Common stock purchase warrants issued to an employee
(March 2007 at estimated fair value of $0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,925
    
    
    
    
    
    
    
    2,925Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,100,673
    )
    
    
    (1,100,673
    )Balances at March 31, 2007
    
    
    
    
    
    $
    
    
    
    
    10,958,333
    
    
    $
    10,958
    
    
    $
    648,456
    
    
    $
    (1,103,388
    )
    
    $
    (443,974
    )
  5




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (continued)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Equity (Deficit)Common stock purchase warrants sold to an employee
(April 2007 at $0.25 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    
    
    
    
    1,250Common stock sold in private placement offerings (May
and
June 2007 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    257,500
    
    
    
    257
    
    
    
    231,493
    
    
    
    
    
    
    
    231,750Common stock issued as additional consideration
pursuant to
license agreement (June 2007 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    10,729
    
    
    
    11
    
    
    
    10,718
    
    
    
    
    
    
    
    10,729Common stock purchase warrants issued to a director
(June 2007 at estimated fair value of $0.73 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,915
    
    
    
    
    
    
    
    21,915Common stock purchase warrants issued in exchange for
consulting services (June 2007 at estimated fair value
of $0.98 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490,150
    
    
    
    
    
    
    
    490,150Common stock purchase warrants issued in exchange for
consulting services (June 2007 at estimated fair value
of $0.60 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,033
    
    
    
    
    
    
    
    18,033Common stock purchase warrants issued to an employee
(July 2007 at estimated fair value of $0.73 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109,680
    
    
    
    
    
    
    
    109,680Common stock purchase warrants issued in exchange for
consulting services (March 2008 at estimated fair value
of $0.88 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,860
    
    
    
    
    
    
    
    52,860Common stock purchase warrants exercised (March 2008
at $0.02 per share)
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    500
    
    
    
    9,500
    
    
    
    
    
    
    
    10,000Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,080
    
    
    
    
    
    
    
    10,080Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,812,567
    )
    
    
    (1,812,567
    )Common stock issued in reverse merger (March 2008)
    
    
    
    
    
    
    
    
    
    
    6,462,900
    
    
    
    6,463
    
    
    
    931,778
    
    
    
    
    
    
    
    938,241Balances at March 31, 2008
    
    
    
    
    
    $
    
    
    
    
    18,189,462
    
    
    $
    18,189
    
    
    $
    2,535,913
    
    
    $
    (2,915,955
    )
    
    $
    (361,853
    )
  6




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (continued)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Equity (Deficit)Common stock issued as additional consideration pursuant
to
license agreement (April 2008 and March 2009 at
$1.00 per share)
    
    
    
    
    
    
    
    
    
    
    719,772
    
    
    
    720
    
    
    
    719,052
    
    
    
    
    
    
    
    719,772Share-based compensation related to common stock purchase
warrants issued to directors (April through October 2008
at
estimated weighted-average fair value of $0.80 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    550,555
    
    
    
    
    
    
    
    550,555Convertible note payable and common stock purchase
warrants issued to a related party (May 2008 at estimated
fair value of $0.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    25,000Note payable and common stock purchase warrants issued
to a related party (October 2008 at estimated fair
value of $0.31 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,125
    
    
    
    
    
    
    
    31,125Modification to previously issued common stock purchase
warrants to a related party (November 2008 at estimated
fair value of $0.09 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,696
    
    
    
    
    
    
    
    1,696Modifications to previously issued common stock
purchase warrants to outside investors (January 2009 at
weighted average estimated fair value of $0.28 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148,155
    
    
    
    
    
    
    
    148,155Share-based compensation related to modifications to
previously issued common stock purchase warrants
(March 2009 at estimated fair value of $0.62 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,696
    
    
    
    
    
    
    
    79,696Share-based compensation related to common shares issued
as part of settlement agreements with former employees
(March 2009 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    110
    
    
    
    109,890
    
    
    
    
    
    
    
    110,000Common stock issued in private placement offering, net
of offering costs of $112,200 (March 2009 at $1.00 per unit)
    
    
    
    
    
    
    
    
    
    
    1,870,000
    
    
    
    1,870
    
    
    
    1,755,930
    
    
    
    
    
    
    
    1,757,800
  7




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (continued)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Equity (Deficit)Common stock purchase warrants issued in merger to related
parties (March 2009 at weighted average estimated fair
value of $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,948,237
    
    
    
    
    
    
    
    1,948,237Common stock purchase warrants issued in private placement
to related parties (March 2009 at weighted average
estimated fair value of $0.80 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    403,350
    
    
    
    
    
    
    
    403,350Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,880
    
    
    
    
    
    
    
    5,880Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,544,521
    )
    
    
    (4,544,521
    )Common stock issued in reverse merger
    
    
    
    
    
    
    
    
    
    
    2,275,333
    
    
    
    2,275
    
    
    
    (127,775
    )
    
    
    
    
    
    
    (125,500
    )Balances at March 31, 2009
    
    
    
    
    
    $
    
    
    
    
    23,164,567
    
    
    $
    23,164
    
    
    $
    8,186,704
    
    
    $
    (7,460,476
    )
    
    $
    749,392Conversion of related party note payable into common stock
(April 2009 at $0.22 per share)
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    600
    
    
    
    131,400
    
    
    
    
    
    
    
    132,000Common stock purchase warrants exercised for cash by
related parties (June 2009; 200,000 at $0.01 per
share and 1,175,356 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    1,375,356
    
    
    
    1,375
    
    
    
    1,800
    
    
    
    
    
    
    
    3,175Common stock purchase warrants exercised cashless
(May and June 2009 at weighted average exercise price
of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    126,097
    
    
    
    126
    
    
    
    (126
    )
    
    
    
    
    
    
    Common stock purchase warrants exercised for cash by
related parties (July and August 2009 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    774,644
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    
    775
  8




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (continued)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    Equity (Deficit)Common stock purchase warrants exercised cashless by
related parties (July through September 2009 at
weighted average exercise price of $0.47 per share)
    
    
    
    
    
    
    
    
    
    
    485,387
    
    
    
    485
    
    
    
    (485
    )
    
    
    
    
    
    
    Common stock purchase warrants exercised cashless
(August and September 2009 at weighted average exercise
price of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    268,720
    
    
    
    269
    
    
    
    (269
    )
    
    
    
    
    
    
    Share-based compensation related to common stock purchase
warrants (April 2009 through September 2009, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,334,815
    
    
    
    
    
    
    
    1,334,815Common stock purchase warrant issued to related party for
license fee (September 2009 at estimated fair value of
$8.60
per share and exercise price of $3.00 per share), as
restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,590,980
    
    
    
    
    
    
    
    5,590,980Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,520
    
    
    
    
    
    
    
    2,520Net loss, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,340,499
    )
    
    
    (7,340,499
    )Balances at September 30, 2009, as restated (unaudited)
    
    
    
    
    
    
    
    
    
    
    26,794,771
    
    
    $
    26,794
    
    
    $
    15,247,339
    
    
    $
    (14,800,975
    )
    
    $
    473,158
    )
   9




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Unaudited)
 For the Six Months Ended
    
    
    February 28, 2006September 30,
    
    
    (Inception) Through2009
    
    
    2008
    
    
    September 30, 2009(As  restated)
    
    
    
    
    
    (As restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (7,340,499
    )
    
    $
    (706,943
    )
    
    $
    (14,800,975
    )Adjustments used to reconcile net loss to net cash used in
operating activities:Charge for warrant issued for purchase of license 
related party
    
    
    5,590,980
    
    
    
    
    
    
    
    5,590,980Common stock issued pursuant to license agreements
    
    
    
    
    
    
    20,833
    
    
    
    763,240Share-based compensation
    
    
    1,334,815
    
    
    
    305,812
    
    
    
    2,800,629Accretion expense  related parties
    
    
    6,000
    
    
    
    4,000
    
    
    
    47,125Charge for warrants issued in merger transaction 
related parties
    
    
    
    
    
    
    
    
    
    
    1,948,237Charge for warrants issued in private placement
transaction
 related parties
    
    
    
    
    
    
    
    
    
    
    403,350Charges for modifications to warrants
    
    
    
    
    
    
    
    
    
    
    152,686Depreciation and amortization
    
    
    3,352
    
    
    
    1,931
    
    
    
    13,679Contributed rent
    
    
    2,520
    
    
    
    3,361
    
    
    
    18,480Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    2,444Changes in operating assets and liabilities:Other current assets
    
    
    (5,906
    )
    
    
    
    
    
    
    (29,777
    )Accounts payable
    
    
    (167,803
    )
    
    
    33,759
    
    
    
    271,327Amounts due to UCD under sponsored research
agreement
    
    
    (160,000
    )
    
    
    160,000
    
    
    
    161,300Accrued liabilities and accrued compensation and
related
benefits and taxes
    
    
    (212,470
    )
    
    
    106,121
    
    
    
    (256,465
    )Amounts due to related parties
    
    
    (109,136
    )
    
    
    31,190
    
    
    
    233,007Net cash used in operating activities
    
    
    (1,058,147
    )
    
    
    (39,936
    )
    
    
    (2,680,733
    )CASH FLOWS FROM INVESTING ACTIVITIES:Cash proceeds from reverse merger transactions
    
    
    
    
    
    
    
    
    
    
    11,750Purchase of licenses
    
    
    
    
    
    
    
    
    
    
    (35,401
    )Purchase of property and equipment
    
    
    
    
    
    
    
    
    
    
    (7,423
    )Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (31,074
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
    
    
    
    
    
    
    
    
    
    
    2,499,055Proceeds from the issuance of notes payable to related
party
    
    
    
    
    
    
    25,000
    
    
    
    825,000Proceeds from the sale of common stock warrants
    
    
    
    
    
    
    
    
    
    
    125,000Proceeds from the exercise of common stock warrants
    
    
    3,950
    
    
    
    
    
    
    
    13,950Net cash provided by financing activities
    
    
    3,950
    
    
    
    25,000
    
    
    
    3,463,005Net increase (decrease) in cash and cash equivalents
    
    
    (1,054,197
    )
    
    
    (14,936
    )
    
    
    751,198Cash and cash equivalents at beginning of period
    
    
    1,805,395
    
    
    
    17,309
    
    
    
    Cash and cash equivalents at end of period
    
    $
    751,198
    
    
    $
    2,373
    
    
    $
    751,198
  10




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
 For the Six Months Ended
    
    
    February 28, 2006September 30,
    
    
    (Inception) Through2009
    
    
    2008
    
    
    September 30, 2009SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:Cash paid for:Interest
    
    $
    1,750
    
    
    $
    
    
    
    $
    1,750Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:Note payable  related party converted to
common stock
    
    $
    132,000
    
    
    $
    Issuance of common stock pursuant to
cashless exercises
of warrants
    
    $
    880
    
    
    $
    Discount on convertible note  related party
    
    $
    
    
    
    $
    25,000
   11




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)
 NOTE 1  ORGANIZATION AND GOING CONCERN
 Organization
     Nature of Operations
    12




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Basis of Presentation
  Going Concern
   Codification of US GAAP
 The
FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted
Accounting Principlesa replacement of FASB Statement No. 162, Accounting
Standards Codification (
 Share-based Compensation
 Compensation  Stock Compensation
  13




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Earnings (Loss) per Share
 Earnings per Share
  Recently Issued Accounting Pronouncements (Not Effective as of the Date of Adoption of the FASB
Codification)
 Accounting for Transfers of
Financial Assets  an amendment of FASB Statement No. 140 Amendments to FASB Interpretation No. 46(R)
    14




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 1A  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
 Compensation  Stock Compensation
   As reported
    
    
    Adjustment
    
    
    As restatedBalance sheet data  September 30, 2009Additional paid-in capital
    
    $
    10,507,566
    
    
    $
    4,739,773
    
    
    $
    15,247,339Deficit accumulated during the development stage
    
    
    (10,061,202
    )
    
    
    (4,739,773
    )
    
    
    (14,800,975
    )Total stockholders equity
    
    $
    473,158
    
    
    $
    
    
    
    $
    473,158
 As reported
    
    
    Adjustment
    
    
    As restatedStatement of Operations data  
For the three months ended September
30, 2009General and administrative expenses (1)
    
    $
    444,403
    
    
    $
    471,119
    
    
    $
    915,522License fee  related party
    
    
    1,495,000
    
    
    
    4,120,980
    
    
    
    5,615,980Total operating expenses
    
    
    1,939,403
    
    
    
    4,592,099
    
    
    
    6,531,502Loss from operations
    
    
    (1,939,403
    )
    
    
    (4,592,099
    )
    
    
    (6,531,502
    )Net loss
    
    $
    (1,941,304
    )
    
    $
    (4,592,099
    )
    
    $
    (6,533,403
    )Basic and diluted net loss per share
    
    $
    (0.07
    )
    
    $
    (0.17
    )
    
    $
    (0.25
    )
  15




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 As reported
    
    
    Adjustment
    
    
    As restatedStatement of Operations data  
For the six months ended September 30, 2009General and administrative expenses (2)
    
    $
    1,100,355
    
    
    $
    618,793
    
    
    $
    1,719,148License fee  related party
    
    
    1,495,000
    
    
    
    4,120,980
    
    
    
    5,615,980Total operating expenses
    
    
    2,595,355
    
    
    
    4,739,773
    
    
    
    7,335,128Loss from operations
    
    
    (2,595,355
    )
    
    
    (4,739,773
    )
    
    
    (7,335,128
    )Net loss
    
    $
    (2,600,726
    )
    
    $
    (4,739,773
    )
    
    $
    (7,340,499
    )Basic and diluted net loss per share
    
    $
    (0.10
    )
    
    $
    (0.18
    )
    
    $
    (0.28
    )
 As reported
    
    
    Adjustment
    
    
    As restatedStatement of Cash Flows data  
For the six months ended September 30, 2009Net loss
    
    $
    (2,600,726
    )
    
    $
    (4,739,773
    )
    
    $
    (7,340,499
    )Share-based compensation
    
    $
    716,022
    
    
    $
    618,793
    
    
    $
    1,334,815Charge for warrant issued for purchase of
license 
related party
    
    
    1,470,000
    
    
    
    4,120,980
    
    
    
    5,590,980Net cash used in operating activities
    
    $
    (1,058,147
    )
    
    $
    
    
    
    $
    (1,058,147
    )
 (1)
    
    Includes share-based compensation of $697,842. For the three months ended
September 30, 2009, the adjustment to previously reported
share-based compensation was an increase of $471,119 as a result of
the Director Warrants Revaluation.(2)
    
    Includes share-based compensation of $1,334,815. For the six months ended
September 30, 2009, the adjustments to previously reported
share-based compensation were: 1)  an increase of $1,016,909 as a result of
the Director Warrants Revaluation and 2) a decrease of $398,116 as a result of the Director 1 Warrants Adjustment. NOTE 2  MERGER TRANSACTIONS
 Apro Utah and Maxcure Merger
     16




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Cash
    
    $
    6,750Other current assets
    
    
    272Property and equipment
    
    
    1,524Licenses
    
    
    22,972Accounts payable
    
    
    (31,518
    )Net assets acquired
    
    $
    
  Apro Bio and Across America Merger
    Cash
    
    $
    5,000Other current assets
    
    
    1,500Note payable  related party
    
    
    (132,000
    )Net liabilities assumed
    
    $
    (125,500
    )
   17




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
   Derivatives and Hedging
 Warrant Modifications
    NOTE 3  PRIVATE PLACEMENT
   18




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
     Estimated Fair ValueNumber of Warrants
    
    Exercise Price
    
    
    Charge Recorded1,950,000
    
    $
    0.001
    
    
    $
    1,948,237991,100
    
    $
    0.25
    
    
    
    49,8423,964,400
    
    $
    0.50
    
    
    
    185,7842,094,400
    
    $
    1.00
    
    
    
    167,9048,999,900
    
    
    
    
    
    $
    2,351,767
 NOTE 4 RELATED PARTIES AND DEBT OBLIGATIONS
 Convertible Note Payable  Related Party
    19




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Debt with Conversion and Other Options ,
    Other Obligations
   20




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 5  COMMITMENTS AND CONTINGENCIES
 License Agreement with Bio Holding, Inc.
      21




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Bacterial Infection License
  Payment 3:
    
    $
    80,000
    
    
    October 1, 2009Payment 4:
    
    $
    81,300
    
    
    January 1, 2010$
    161,300
    Viral Infection License
  Cellular Transplant/Graft Rejection
   22




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Minimum
    
    Milestone
    
    Earned
    
    SublicenseLicense Date
    
    Field of Use
    
    Royalties
    
    Royalties
    
    Royalties
    
    RoyaltiesMay 15, 2006
    
    Bacterial
    
    $25,000 per year starting May 15, 2011
    
    $30,000 to $300,000 (1)
    
    4% of Net Sales
    
    20% to 30%March 30, 2008
    
    Viral (including HIV)
    
    $50,000 per year after first commercial sale
    
    $100,000 to $150,000 (2)
    
    4% of Net Sales
    
    20% to 30%November 12, 2008
    
    Cellular Transplant /Graft Rejection
    
    $50,000 per year after first commercial sale
    
    $25,000 to $200,000 (3)
    
    3% of Net Sales
    
    20% to 30%September 28, 2009
    
    Diabetes
    
    None
    
    None
    
    4% of Gross Revenues (4)
    
    30% (4)
 (1)
    
    Payable to RUC as follows: $30,000 upon completion of preclinical trial;
$50,000 upon completion of a phase I clinical trial; $100,000 upon completion of a phase
II clinical trial; $200,000 upon completion of a phase III clinical trial; and $300,000
upon receipt of approval of FDA or foreign equivalent.(2)
    
    Payable to RUC as follows: $100,000 upon completion of any phase III clinical trial and
$150,000 upon first commercial sale. No milestone royalties are required for the first
indication. For the second indication, 100% of the milestone royalties shall be paid, and
for subsequent indications 50% of the milestone royalties shall be paid.(3)
    
    Payable to RUC as follows: $25,000 upon initiation of a phase II clinical trial;
$100,000 upon initiation of a phase III clinical trial; and $200,000 upon receipt of
approval of FDA or foreign equivalent.(4)
    
    Payable to Bio Holding.  Contributed Rent
   23




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 6  STOCKHOLDERS EQUITY
     Number of WarrantsOutstanding and exercisable at March 31, 2009
    
    
    10,107,400Granted (Note 5)
    
    
    650,000Exercised
    
    
    (2,969,900
    )Forfeited/expired
    
    
    Outstanding, vested and exercisable at September 30, 2009
    
    
    7,787,500
 NOTE 7  SHARE-BASED COMPENSATION
 Equity-Based Payments to Non-Employees
   24




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  September 30, 2009
    
    
    September 30, 2008Expected life (years)
    
    
    5.0 to 7.0
    
    
    
    7.0Expected volatility
    
    
    100
    %
    
    
    100.5
    %Risk-free interest rate
    
    
    1.86 to 3.37
    %
    
    
    2.1 to 3.03
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
 Issuances for the Six Months Ended September 30, 2008
    Issuances for the Six Months Ended September 30, 2009
    25




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
     Three months ended September 30,
    
    
    Six months ended September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008(As restated)
    
    
    
    
    
    (As restated)Employees, former
employees and
directors
    
    $
    679,878
    
    
    $
    122,374
    
    
    $
    1,298,887
    
    
    $
    305,812Outside consultants
    
    
    17,964
    
    
    
    
    
    
    
    35,928
    
    
    
    $
    697,842
    
    
    $
    122,374
    
    
    $
    1,334,815
    
    
    $
    305,812
   26




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  WeightedWeighted
    
    
    Average
    
    
    AggregateAverage
    
    
    Remaining
    
    
    IntrinsicExercise
    
    
    Contractual
    
    
    ValueShares
    
    
    Price
    
    
    Term (in years)
    
    
    (As Restated)Outstanding at March 31, 2009
    
    
    1,050,000
    
    
    $
    1.22Granted
    
    
    1,023,000
    
    
    $
    1.33Exercised
    
    
    (130,000
    )
    
    $
    1.08Forfeited/expired/cancelled
    
    
    
    
    
    
    Outstanding at September 30, 2009
    
    
    1,943,000
    
    
    $
    1.29
    
    
    
    5.7
    
    
    $
    21,789,000Vested and exercisable at September 30, 2009
    
    
    1,293,000
    
    
    $
    1.16
    
    
    
    6.3
    
    
    $
    14,613,000
  27




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Restatement
  Forward-Looking Information May Prove Inaccurate
   Organization
    28




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##### Table of Contents



Plan of Operation
      Recent Developments
   Clinical Trial on Type I Diabetes
   29




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##### Table of Contents



Bacterial License and Associated Sponsored Research Agreement
  Viral License and Viral Sponsored Research Agreement
  Cellular Transplant/Graft Rejection License and Associated Sponsored Research Agreement:
  License Agreement with Bio Holding, Inc.
     30




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##### Table of Contents



Results of Operations for the Three Months Ended September 30, 2009 Compared to the Three Months
Ended September 30, 2008
      Results of Operations for the Six Months Ended September 30, 2009 Compared to the Six Months Ended
September 30, 2008
      31




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Liquidity and Capital Resources
    Cash and Cash Flows
   32




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##### Table of Contents



Contractual Obligations
   Director Warrant Issuance
   Critical Accounting Policies
   33




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4T. Controls and Procedures.
 Disclosure Controls and Procedures
   Remediation of the Material Weakness
  Internal Control over Financial Reporting
   34




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##### Table of Contents



PART II  OTHER INFORMATION.
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  We may rely on patents and proprietary rights that may fail to protect our business.
     We are subject to and will become subject to additional financial reporting and other requirements
for which our accounting, internal audit and other management systems and resources may not be
adequately prepared.
   35




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
          36




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ISSUER PURCHASES OF EQUITY SECURITIES(d) Maximum Number(c) Total Number of
    
    
    (or Approximate DollarShares (or Units)
    
    
    Value) of Shares (or(a) Total Number of
    
    
    (b) Average Price
    
    
    Purchased as Part of
    
    
    Units) that May Yet BeShares (or Units)
    
    
    Paid per Share (or
    
    
    Publicly Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    Unit)
    
    
    or Programs
    
    
    Plans or Programs)July 1 to
July 31, 2009
    
    
    18,651
    
    
    $
    9.51
    
    
    
    
    
    
    
    August 1
to August 31, 2009
    
    
    35,308
    
    
    $
    13.60
    
    
    
    
    
    
    
    September 1 to
September 30, 2009
    
    
    1,834
    
    
    $
    15.00
    
    
    
    
    
    
    
    TOTAL
    
    
    55,793
    
    
    $
    12.68
    
    
    
    
    
    
    
    
 
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
   37




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##### Table of Contents



Item 6. Exhibits.
  EXHIBIT #
    
    DESCRIPTION3.1
    
    
    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants
Registration Statement on Form SB-2 filed on March 2, 2007)3.2
    
    
    Bylaws (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement
on Form SB-2 filed on March 2, 2007)3.3
    
    
    Articles of Amendment for Across America Financial Services, Inc. including Amendment to
Articles of Incorporation of Across America Financial Services, Inc. (incorporated by
reference to Exhibit 3.3 to the Registrants Form 8-K filed on June 2, 2009)10.1
    
    
    License Agreement by and between Bio Holding, Inc. and Omni Bio Pharmaceutical, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on October 2,
2009)31.1
    
    
    Certification of Acting Chief Executive Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934 #31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934 #32.1
    
    
    Certification of Acting Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of
Title 18 of the United States Code #32.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18
of the United States Code #
 
 #
    
    Filed herewith  38




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##### Table of Contents



SIGNATURES
  OMNI BIO PHARMACEUTICAL, INC.November 8, 2010
    By:
    /s/   Robert C. OgdenRobert C. OgdenChief Financial Officer
(Principal Financial and Accounting Officer)  39