UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q





(Mark
One)





[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934




For
the Quarterly Period Ended December 31, 2009





or





[
] 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.


(Exact
Name of Registrant as Specified in its Charter)





Colorado
            20-8097969(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)





5350
South Roslyn, Suite 400, Greenwood Village, CO  80111


(Address
of principal executive offices, including zip code)





(303)
867-3415


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant:  (1) has filed all reports
required 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes[ ] No[
]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
            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
number of shares outstanding of the registrant’s common stock as of January 29,
2010 was 27,242,485.











OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY




TABLE
OF CONTENTS




PART I: FINANCIAL
INFORMATION




PageItem
      1.
            Financial
      Statements.Consolidated
      Balance Sheets – December 31, 2009 (unaudited) and March 31,
      2009
            3Consolidated
      Statements of Operations – For the three months ended December 31,
      2009
              and
      2008 (unaudited)
            4Consolidated
      Statements of Operations – For the nine months ended December 31,
      2009
              and
      2008, and February 28, 2006 (Inception) through December 31, 2009
      (unaudited)
            5Consolidated
      Statements of Stockholders’ Equity – As of and for the nine
              months
      ended December 31, 2009 (unaudited)
            6Consolidated
      Statements of Cash Flows – For the nine months ended December 31,
      2009
              and
      2008, and February 28, 2006 (Inception) through December 31, 2009
      (unaudited)
            8Notes
      to Consolidated Financial Statements (unaudited)
            10Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
            25Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            31Item
      4T.
            Controls
      and Procedures.
            31PART
      II: OTHER INFORMATIONItem
      1.
            Legal
      Proceedings.
            32Item
      1A.
            Risk
      Factors.
            32Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds.
            32Item
      3.
            Defaults
      Upon Senior Securities.
            33Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            33Item
      5.
            Other
      Information.
            33Item
      6.
            Exhibits.
            34Signature
            
            35





-
2 -





Part
I.  FINANCIAL INFORMATION




Item
1. Financial Statements.





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





ASSETS
            
            December
      31, 2009
            
            
            March
      31, 2009(Unaudited)Current
      assets:Cash
      and cash equivalents
            
            $
            790,292
            
            
            $
            1,805,395Other
      current assets
            
            
            16,939
            
            
            
            21,772Total
      current assets
            
            
            807,231
            
            
            
            1,827,167Property
      and equipment, net
            
            
            1,169
            
            
            
            2,250Intangible
      assets, net
            
            
            68,412
            
            
            
            72,300Total
      long-term assets
            
            
            69,581
            
            
            
            74,550TOTAL
      ASSETS
            
            $
            876,812
            
            
            $
            1,901,717LIABILITIES & STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Accounts
      payable
            
            $
            112,306
            
            
            $
            282,935Amounts
      due to UCD under sponsored research agreement
            
            
            81,300
            
            
            
            321,300Accrued
      liabilities
            
            
            61,977
            
            
            
            56,817Accrued
      compensation and related benefits and taxes
            
            
            7,625
            
            
            
            211,012Amounts
      due to related parties
            
            
            4,500
            
            
            
            138,261Note
      payable – related party
            
            
            -
            
            
            
            132,000Total
      current liabilities
            
            
            267,708
            
            
            
            1,142,325Note
      payable – related party, net of discount of $6,000 and
              $15,000,
      respectively
            
            
            19,000
            
            
            
            10,000Total
      liabilities
            
            
            286,708
            
            
            
            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;
              27,242,485
      and 23,164,567 shares issued and outstanding, respectively
            
            
            27,242
            
            
            
            23,164Additional
      paid-in capital
            
            
            11,985,520
            
            
            
            8,186,704Deficit
      accumulated during the development stage
            
            
            (11,422,658
            )
            
            
            (7,460,476
            )Total
      stockholders’ equity
            
            
            590,104
            
            
            
            749,392TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY
            
            $
            876,812
            
            
            $
            1,901,717




The
accompanying notes are an integral part of these consolidated financial
statements.





-
3 -





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)








For
      the Three Months Ended
              December
      31,2009
            
            
            2008Operating
      expenses:General
      and administrative (including share-based compensation
              of
      $598,142 and $122,372, respectively)
            
            $
            831,519
            
            
            $
            239,952Research
      and development
            
            
            -
            
            
            
            81,300Total
      operating expenses
            
            
            831,519
            
            
            
            321,252Loss
      from operations
            
            
            (831,519
            )
            
            
            (321,252
            )Non-operating
      expenses:Interest
      income (expense), net
            
            
            1,063
            
            
            
            (1,321
            )Accretion
      expense on notes payable –  related party
            
            
            (3,000
            )
            
            
            (17,386
            )Charge
      for modification to warrant
            
            
            (528,000
            )
            
            
            -Total
      non-operating expenses
            
            
            (529,937
            )
            
            
            (18,707
            )Net
      loss
            
            $
            (1,361,456
            )
            
            $
            (339,959
            )Basic
      and diluted net loss per share
            
            $
            (0.05
            )
            
            $
            (0.02
            )Weighted
      average shares outstanding – basic and diluted
            
            
            27,073,918
            
            
            
            18,210,295





The
accompanying notes are an integral part of these consolidated financial
statements.





-
4 -





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)








For
      the Nine Months Ended
              December
      31,
            
            
            February
      28, 2006 (Inception) through December 31, 20092009
            
            
            2008Operating
      expenses:General
      and administrative (including share-based
              compensation
      of $1,314,164, $428,184 and
              $2,779,978,
      respectively)
            
            $
            1,931,874
            
            
            $
            761,540
            
            
            $
            4,890,130License
      fee – related party
            
            
            1,495,000
            
            
            
            -
            
            
            
            1,495,000Research
      and development
            
            
            -
            
            
            
            241,300
            
            
            
            1,132,497Charge
      for common stock issued pursuant to
              license
      agreements
            
            
            -
            
            
            
            20,833
            
            
            
            763,240Total
      operating expenses
            
            
            3,426,874
            
            
            
            1,023,673
            
            
            
            8,280,867Loss
      from operations
            
            
            (3,426,874
            )
            
            
            (1,023,673
            )
            
            
            (8,280,867
            )Non-operating
      expenses:Interest
      income (expense), net
            
            
            1,692
            
            
            
            (1,843
            )
            
            
            (59,393
            )Accretion
      expense on notes payable –
              related
      party
            
            
            (9,000
            )
            
            
            (21,386
            )
            
            
            (50,125
            )Charges
      for warrants issued in merger – related parties
            
            
            -
            
            
            
            -
            
            
            
            (1,948,237
            )Charge
      for warrants issued in private placements –
              related
      parties
            
            
            -
            
            
            
            -
            
            
            
            (403,350
            )Charges
      for modifications to warrants
            
            
            (528,000
            )
            
            
            -
            
            
            
            (680,686
            )Total
      non-operating expenses
            
            
            (535,308
            )
            
            
            (23,229
            )
            
            
            (3,141,791
            )Net
      loss
            
            $
            (3,962,182
            )
            
            $
            (1,046,902
            )
            
            $
            (11,422,658
            )Basic
      and diluted net loss per share
            
            $
            (0.15
            )
            
            $
            (0.06
            )Weighted
      average shares outstanding – basic and diluted
            
            
            26,562,854
            
            
            
            18,209,234





The
accompanying notes are an integral part of these consolidated financial
statements.





-
5 -





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY





Preferred
      Stock
            
            
            Common
      Stock
            
            
            Additional
      Paid-in Capital
            
            
            Deficit
      Accumulated During Development Stage
            
            
            Total
      Stockholders’ EquityShares
            
            
            Amount
            
            
            Shares
            
            
            AmountBalances
      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 byrelated
              parties (June 2009; 200,000 at $0.01
              pershare 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
              priceof
      $1.10 per share)
            
            
            
            
            
            
            
            
            
            
            126,097
            
            
            
            126
            
            
            
            (126
            )
            
            
            
            
            
            
            -Share-based
      compensation related
              to issuance of commonstock
              purchase warrants (April 2009
              at estimatedweighted-average
              fair value of $0.87 per share)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            238,787
            
            
            
            
            
            
            
            238,787Common
      stock purchase warrants
              exercised for cash byrelated
      parties
              (July and August 2009 at $0.001 per
              share)
            
            
            
            
            
            
            
            
            
            
            774,644
            
            
            
            775
            
            
            
            -
            
            
            
            
            
            
            
            775Common
      stock purchase warrants
              exercised cashless byrelated parties
              .  
      (July through September 2009 at
              weighted
      average exercise price of
              $0.75 per share)
            
            
            
            
            
            
            
            
            
            
            485,387
            
            
            
            485
            
            
            
            (485
            )
            
            
            
            
            
            
            -Common
      stock purchase warrants
              exercised cashless(August and
              September 2009 at weighted
              average exerciseprice of $1.10
              per share)
            
            
            
            
            
            
            
            
            
            
            268,720
            
            
            
            269
            
            
            
            (269
            )
            
            
            
            
            
            
            -Share-based
      compensation related
              to issuance of commonstock
              purchase warrants (July and
              August 2009 at estimated
              weighted
      average fair value of
              $2.51 per share)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            477,235
            
            
            
            
            
            
            
            477,235Common
      stock purchase warrant
              issued to related party for
              license
      fee (September 2009 at
              estimated fair value of $2.26
              per
      share and exercise price of
              $3.00 per share
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,470,000
            
            
            
            
            
            
            
            1,470,000





The
accompanying notes are an integral part of these consolidated financial
statements.





-
6 -








OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (continued)





Preferred
      Stock
            
            Common
      Stock
            
            
            Additional
      Paid-in Capital
            
            
            Deficit
      Accumulated During Development Stage
            
            
            Total
      Stockholders’ EquityShares
            
            
            Amount
            
            Shares
            
            
            AmountCommon
      stock purchase warrants
              exercised cashless(October through
              December 2009 at weighted average
              exercise
      price of $1.02 per share)
            
            
            
            
            
            
            291,714
            
            
            
            292
            
            
            
            (292
            )
            
            
            
            
            
            -Common
      stock sold in private
              placement offering, net ofoffering
              costs of $39,000 (December 2009
              at $2.50 per unit)
            
            
            
            
            
            
            156,000
            
            
            
            156
            
            
            
            350,844
            
            
            
            
            
            
            351,000Share-based
      compensation related to
              issuance of commonstock purchase
              warrants and common stock (October
              andDecember
      2009 at estimated
              weighted average fair valueof
              $2.50 per share)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            598,142
            
            
            
            
            
            
            598,142Modification
      to common stock
              purchase
      warrants at estimated
              fair
      value of $2.11 per share
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            528,000
            
            
            
            
            
            
            528,000Contributed
      rent
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            3,780
            
            
            
            
            
            
            3,780Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,962,182
            )
            
            
            (3,962,182
            )Balances
      at December 31, 2009 (Unaudited)
            -
            
            $
            -
            
            
            27,242,485
            
            
            $
            27,242
            
            
            $
            11,985,520
            
            
            $
            (11,422,658
            )
            
            $
            590,104




The
accompanying notes are an integral part of these consolidated financial
statements.





-
7 -





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





For
      the Nine Months Ended
              December
      31,
            
            
            February
      28, 2006 (Inception) Through
              December
      31, 20092009
            
            
            2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
            
            $
            (3,962,182
            )
            
            $
            (1,046,902
            )
            
            $
            (11,422,658
            )Adjustments
      used to reconcile net loss to net cash used in
              operating
      activities:Charge
      for warrant issued for purchase of license –
              related
      party
            
            
            1,470,000
            
            
            
            -
            
            
            
            1,470,000Common
      stock issued pursuant to license agreements
            
            
            -
            
            
            
            20,833
            
            
            
            763,240Share-based
      compensation
            
            
            1,314,164
            
            
            
            428,184
            
            
            
            2,779,978Accretion
      expense – related parties
            
            
            9,000
            
            
            
            21,386
            
            
            
            50,125Charge
      for warrants issued in merger transaction -
              related
      parties
            
            
            -
            
            
            
            -
            
            
            
            1,948,237Charge
      for warrants issued in private placement
              transactions - related parties
            
            
            -
            
            
            
            -
            
            
            
            403,350Charges
      for modifications to warrants
            
            
            528,000
            
            
            
            -
            
            
            
            680,686Depreciation
      and amortization
            
            
            4,969
            
            
            
            3,895
            
            
            
            15,296Contributed
      rent
            
            
            3,780
            
            
            
            4,620
            
            
            
            19,740Other
      non-cash credit
            
            
            -
            
            
            
            (2,836
            )Loss
      on disposal of equipment
            
            
            -
            
            
            
            -
            
            
            
            2,444Changes
      in operating assets and liabilities:Other
      current assets
            
            
            4,833
            
            
            
            73
            
            
            
            (19,038
            )Accounts
      payable
            
            
            (169,629
            )
            
            
            9,628
            
            
            
            268,501Amounts
      due to UCD under sponsored research
              agreement
            
            
            (241,000
            )
            
            
            321,300
            
            
            
            81,300Accrued
      liabilities and accrued compensation and related
              benefits
      and taxes
            
            
            (198,227
            )
            
            
            173,340
            
            
            
            (242,222
            )Amounts
      due to related parties
            
            
            (133,761
            )
            
            
            17,987
            
            
            
            208,382Net
      cash used in operating activities
            
            
            (1,370,053
            )
            
            
            (48,492
            )
            
            
            (2,992,639
            )CASH FLOWS FROM INVESTING
      ACTIVITIES:Proceeds
      from reverse merger transactions
            
            
            -
            
            
            
            -
            
            
            
            11,750Purchase
      of licenses
            
            
            -
            
            
            
            (35,401
            )
            
            
            (35,401
            )Purchase
      of property and equipment
            
            
            -
            
            
            
            -
            
            
            
            (7,423
            )Net
      cash used in investing activities
            
            
            -
            
            
            
            (35,401
            )
            
            
            (31,074
            )CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from the sale of common stock
            
            
            351,000
            
            
            
            -
            
            
            
            2,850,055Proceeds
      from the issuance of notes payable to related
              parties
            
            
            -
            
            
            
            75,000
            
            
            
            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
            
            
            354,950
            
            
            
            75,000
            
            
            
            3,814,005Net
      increase (decrease) in cash and cash equivalents
            
            
            (1,015,103
            )
            
            
            (8,893
            )
            
            
            790,292Cash
      and cash equivalents at beginning of period
            
            
            1,805,395
            
            
            
            17,309
            
            
            
            -Cash
      and cash equivalents at end of period
            
            $
            790,292
            
            
            $
            8,416
            
            
            $
            790,292




The
accompanying notes are an integral part of these consolidated financial
statements.


-
8 -





OMNI BIO PHARMACEUTICAL, INC. &
SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)


(Unaudited)





For
      the Nine Months Ended
              December
      31,
            
            
            February
      28, 2006 (Inception) Through December 31, 20092009
            
            
            2008SUPPLEMENTAL 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 purchase warrants to related
              party
      pursuant to private placement transaction
            
            $
            69,962
            
            
            $
            -Issuance
      of common stock pursuant to cashless exercises
              of
      warrants
            
            $
            1,172
            
            
            $
            -Discounts
      on notes payable - related parties
            
            $
            -
            
            
            $
            56,125





The
accompanying notes are an integral part of these consolidated financial
statements.





-
9 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








NOTE
1 - ORGANIZATION AND GOING CONCERN





Organization





Omni Bio
Pharmaceutical, Inc. is the successor company of Across America Financial
Services, Inc. (“Across America”), which was incorporated under Colorado law on
December 1, 2005 as a wholly-owned subsidiary of Across America Real Estate
Corp. Across America intended to act as a mortgage broker for commercial real
estate transactions.  However, no revenues were generated from this
business.





On March
31, 2009, Across America completed the acquisition of Apro Bio Pharmaceutical
Corporation (“Apro Bio”) pursuant to the terms of the Agreement of Merger and
Plan of Reorganization, as amended (the "Merger") among Across America, Apro Bio
and Across America Acquisition Corp. (“AAAC”), a Colorado corporation and a
wholly-owned subsidiary of Across America.  Under the terms of the
Merger, AAAC was merged into Apro Bio and Apro Bio became a wholly-owned
subsidiary of Across America.  On May 27, 2009, Across America changed
its name to Omni Bio Pharmaceutical, Inc. (“Omni”). The Merger was accounted for
as a reverse acquisition with Apro Bio being treated as the acquirer for
accounting purposes.  Accordingly, for all periods presented, the
financial statements of Apro Bio have been adopted as the historical financial
statements of Omni. See further discussion in Note 2.





On March
31, 2008, Apro Bio was formed from the merger of Apro Bio Pharmaceutical
Corporation (“Apro Utah”) and Maxcure Pharmaceutical, Inc. (“Maxcure”), with
Maxcure being the surviving legal corporation and Apro Bio the deemed acquirer
for accounting purposes.  See further discussion in Note
2.





Apro Utah
was originally incorporated under the laws of the state of Utah on February 28,
2006 for the purpose of advancing the underlying licensed scientific art to
attain the ability to sell treatments and/or countermeasures commercially to the
Federal Government related to bacterial infections. Maxcure was formed as a
Colorado corporation on December 26, 2006 for the purpose of entering into a
license agreement with the University of Colorado Denver (“UCD”), formerly known
as the University of Colorado Health Science Center (“UCHSC”) and to pursue a
research agreement with UCD to further scientific study on using FDA-approved
pharmaceuticals in novel methods for treatment of bacterial
infection.





Nature of
Operations





Except as
the context otherwise requires, the terms "Company," "we," "our" or "us" means
Omni and its wholly-owned subsidiary, Omni Bio Operating, Inc. (“Omni
Bio”).





From
inception, we have been engaged in the sponsoring of research and development
programs conducted by UCD and one other academic/research
institution.  Pursuant to two existing license agreements with the
Regents of the University of Colorado (“RUC”), we have entered into one
Sponsored Research Agreement (“SRA”) related to a pending patent for the
treatment of bacterial infection utilizing Alpha 1-Antitrypsin (“AAT”) dated May
15, 2006, and are obligated to enter into additional SRAs under our license
agreement dated March 31, 2008 for methods of use of an issued patent related to
the treatment of HIV (human immunodeficiency virus).  On November 12,
2008, we executed a third license agreement with RUC, which involves patent
applications for methods of use of AAT for potential use in organ/graft
transplantation rejection.  We are also obligated to enter into an
additional SRA under this license agreement.  To date, we have not
generated any revenues from our operations.








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10 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








Basis of
Presentation





The
accompanying unaudited consolidated financial statements are comprised of Omni
and its wholly-owned subsidiary, Omni Bio, and have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission (“SEC”).
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America (“US GAAP”) have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, the
unaudited consolidated financial statements have been prepared on the same basis
as the annual audited consolidated financial statements, and reflect all
adjustments, consisting only of normal, recurring adjustments, necessary for a
fair presentation in accordance with US GAAP. The results of operations for
interim periods presented are not necessarily indicative of the operating
results for the full year. These unaudited consolidated financial statements
should be read in connection with the audited consolidated financial statements
and notes thereto included in our Annual Report on Form 10-K for the fiscal year
ended March 31, 2009 (the “2009 10-K”).  The balances as of March 31,
2009 are derived from our audited consolidated balance sheet.





Going
Concern





The
accompanying financial statements have been prepared in conformity with US GAAP,
which contemplate our continuation as a going concern, whereby the realization
of assets and liquidation of liabilities are in the ordinary course of
business.  We are currently in the development stage as we have not
realized any revenue since inception. Activities have included: raising capital;
reorganizations and mergers; and obtaining various rights, license agreements
and a research and development agreement. We have incurred net losses since
inception, and as of December 31, 2009, had a deficit accumulated from inception
of $11.0 million, which included total non-cash charges from inception of
approximately $7.7 million. These conditions raise substantial doubt as to our
ability to continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be different should we be unable to continue as a going concern.





In
December 2009, we enhanced our liquidity with the first closing of a private
placement equity offering (the “PPO”), which generated net cash of $351,000
(after offering costs of $39,000).  In January 2010, we completed two
additional closings of the PPO and generated net cash of $1,436,000 (after
offering costs of $160,000).  See further discussion in Note
3.  We believe that the capital raised in the PPO provides us cash to
fund our current operations and research and development for the near
term.  Depending on the extent that we increase research and
development through potential new licenses or pursue clinical trials in addition
to our current budgeted one, we will likely need to raise additional capital
through additional equity financings or through other means that we deem
necessary.  There is no assurance that we will be successful in
raising additional capital on acceptable terms or at all. Further, even if we
raise additional capital, there is no assurance that we will achieve
profitability or positive cash flow in the near term or at all.





Share-based
Compensation





We
account for share-based compensation under FASB ASC Topic 718 Compensation – Stock
Compensation (“Topic 718”).  Topic 718 requires the recognition
of equity-based payments to employeesin the
financial statements and is measured based on the estimated fair value of the
award on the grant date.  Topic 718 also requires the stock option or
stock purchase warrant compensation expense to be recognized over the period
during which an employee is required to provide service in exchange for the
award (generally the vesting period). We estimated the fair value of each stock
option or stock purchase warrant at the grant date by using the Black-Scholes
option pricing model. See Note 7 for additional disclosures.








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11 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








Earnings (Loss) per
Share





Basic
earnings (loss) per share is computed based on the weighted average number of
common shares outstanding during the period presented.  In addition to
common shares outstanding, and in accordance with FASB ASC Topic 260 Earnings per Share, any
shares issuable for little or no cash consideration are considered outstanding
shares as of the beginning of a reporting period and are included in the
calculation of the weighted average number of common shares. Accordingly, for
the nine months ended December 31, 2009, the weighted average number of common
shares outstanding included 200,000 and 1,950,000 shares issuable under
outstanding common stock purchase warrants (“warrants”) that were immediately
exercisable at $0.01 and $0.001, respectively.





Diluted
earnings (loss) per share is computed using the weighted average number of
common shares outstanding plus the number of common shares that would be issued
assuming exercise or conversion of all potentially dilutive common
shares.  Potentially dilutive securities are excluded from the
calculation when their effect would be anti-dilutive.  For all periods
presented in the consolidated financial statements, all potentially dilutive
securities have been excluded from the diluted share calculations as they were
anti-dilutive as a result of the net losses incurred for the respective
periods.  Accordingly, basic shares equal diluted shares for all
periods presented.  For the three and nine months ended December 31,
2009, potentially dilutive securities were comprised of 10,750,200 common stock
purchase warrants and 25,000 shares issuable upon conversion of a note
payable.  For the three and nine months ended December 31, 2008,
potentially dilutive securities were comprised of 2,207,500 common stock
purchase warrants and 25,000 shares issuable upon conversion of a note
payable.





Recently Issued Accounting
Standard Updates





We have
reviewed all of the FASB’s Accounting Standard Updates through the filing date
of this report, February 4, 2010, and have concluded that none will have a
material impact on our future consolidated financial statements.





Subsequent
Events





We have
evaluated events subsequent to December 31, 2009 through the filing date of this
report, February 4, 2010.








NOTE
2 - MERGER TRANSACTIONS





Apro Utah and Maxcure
Merger





On March
31, 2008, Apro Utah and Maxcure completed a merger with Maxcure continuing as
the surviving legal entity under the name of Apro Bio.  The purpose of
the merger was primarily one of synergies between the two companies in their
efforts to continue funding sponsored research under their existing licensing
relationships with UCD.





Under
this merger, Maxcure issued to Apro Utah stockholders 11,726,562 of its common
shares in exchange for all of the issued and outstanding shares of Apro Utah.
Upon completion of the merger, former Apro Utah stockholders held 11,726,562
common shares (or approximately 64%) of the total 18,189,642 common shares
issued and outstanding of Maxcure, and former Maxcure stockholders held
6,462,900 common shares (or approximately 36%). As a result of this majority
ownership, Apro Utah was deemed the acquirer for accounting purposes and its
historical financial statements have been adopted and presented for all periods
in this report.








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12 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








In
exchange for the issuance of its shares, Maxcure cancelled debt due from Apro
Utah of $938,241 comprised of $804,692 of promissory notes and related accrued
interest and other intercompany amounts of approximately $133,549. Also,
warrants held by Maxcure stockholders to purchase 600,000 shares of Apro Utah
were cancelled.  Warrants to purchase 1,052,500 shares of Apro Utah
common stock were converted to an equivalent number of warrants in the merged
entity. Warrants to purchase 130,000 shares of Maxcure stock held by existing
Maxcure stockholders were retained in the merged entity.





Assets
acquired and liabilities assumed of Maxcure by Apro Utah on March 31, 2008 based
on their estimated fair values were as follows:





Cash
            
            $
            6,750Other
      current assets
            
            
            272Property
      and equipment
            
            
            1,524Licenses
            
            
            22,972Accounts
      payable
            
            
            (31,518
            )Net
      assets acquired
            
            $
            -





Amounts
assigned to licenses relate to respective patent filings made by UCD and are
subject to amortization commensurate with the estimated patent
life.  The net unamortized amount of each license was deemed to be the
fair value and was recorded at the date of the merger.





Apro Bio and Across America
Merger





On March
31, 2009 and pursuant to the Merger among Across America, a non-operating public
shell corporation, Apro Bio and AAAC, a wholly-owned subsidiary of Across
America, Apro Bio was merged into Across America, with Across America being the
surviving legal entity. The primary reasons for the Merger were to create an
entity to provide Apro Bio additional opportunities to raise capital to further
its development efforts with UCD and to provide Apro Bio and Across America
investors a long-term, public trading market for their common
stock.  Across America issued a total of 18,210,295 shares of its
common stock to the stockholders of Apro Bio in exchange for all of the issued
and outstanding common stock of Apro Bio. Warrants to purchase 1,957,500 shares
of Apro Bio common stock were converted to an equivalent number of warrants in
Across America. A warrant to purchase 200,000 shares of Across America stock
held by an existing Across America stockholder was retained as part of the
Merger. This warrant was exercised on June 29, 2009.  In addition, a
note, convertible into 25,000 shares of the common stock of Apro Bio, was
converted into a note convertible into 25,000 shares of Across America’s common
stock on the same terms and conditions.





After the
consummation of the Merger, the former Apro Bio stockholders held approximately
91% of the issued and outstanding shares of Across America. As a result of this
majority ownership, Apro Bio was deemed the acquirer for accounting purposes,
and the transaction was accounted for as a reverse acquisition. Further, we
followed the current guidance of the SEC related to reverse mergers between a
private company and a public shell company, and considered the reverse merger as
equivalent to a reverse recapitalization. Accordingly, we recorded no goodwill
in the Merger.





Assets
acquired and liabilities assumed of Across America by Apro Bio on March 31, 2009
based on their estimated fair values were as follows:





Cash
            
            $
            5,000Other
      current assets
            
            
            1,500Note
      payable – related party
            
            
            (132,000
            )Net
      liabilities assumed
            
            $
            (125,500
            )





For all
periods presented, the financial statements of Apro Bio have been adopted as the
historical financial statements of Omni. On May 27, 2009, we changed our name to
Omni Bio Pharmaceutical, Inc.








-
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OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








As a
condition to the Merger, Apro Bio authorized the issuance of a warrant to an
affiliate of Across America to purchase 200,000 shares of Apro Bio’s common
stock at an exercise price of $0.001 per share. This warrant was exercised on
June 29, 2009.  In connection with the Merger, Across America paid an
advisor fee to Bathgate Capital Partners, LLC (“BCP”) in the form of a warrant
to purchase 1,750,000 shares of its common stock at an exercise price of $0.001
per share (the “Advisor Warrants”).  During June and July 2009, all of
the Advisor Warrants were exercised and we issued 1,750,000 shares of our common
stock pursuant to those exercises.





The
warrants issued in the Merger (the“Merger Warrants”) were valued using the
Black-Scholes model with the following assumptions: exercise price of $0.001 per
share, stock price of $1.00, expected life of five years (representing the full
contractual term as prescribed by the SEC for investor warrants), expected
volatility of 100%, risk-free interest rate of 1.82% (commensurate with the
expected life) and dividend yield of 0%.  The total amount of the
charges recorded for the Merger Warrants was $1,948,237.





We
evaluated the Merger Warrants as potential free standing derivatives under the
criteria in FASB ASC Topic 815 Derivatives and Hedging
(“Topic 815”), which requires that a contract issued by a reporting entity be
accounted for as a derivative unless it is both (1) indexed to its own stock and
(2) classified in stockholders’ equity in its statement of financial position.
We concluded that the Merger Warrants were indexed to the Company’s own stock
and should be classified in stockholders’ equity and would qualify for the scope
exception contained in Topic 815.  As further required, we reviewed
the requirements for equity classification contained in Topic 815, and concluded
that all of the criteria had been met and that equity classification was
appropriate.





Warrant
Modifications





On
January 14, 2009, our board of directors (the “Board”) unanimously authorized
the extension from March 31, 2010 to March 31, 2012 of 500,000 warrants that
were previously issued to investors. The Board concluded that these warrants
would expire prior to the expiration of lockup agreements required by Across
America in conjunction with the Merger.  The warrants that were
extended by this resolution are exercisable at $1.10 per share, and include
80,000 warrants purchased by an outside director of the Company and 5,000
warrants purchased by the former CEO, President and director of the
Company.





Also
extended were 257,500 warrants issued to two unaffiliated investors that are
exercisable at $1.00 per share, of which 250,000 were extended from May 10, 2010
to May 10, 2012 and 7,500 were extended from June 6, 2010 to June 6,
2012.  Additionally, 30,000 warrants that were originally issued to a
consultant and exercisable at $1.00 per share were extended from May 10, 2010 to
May 10, 2012.





We
accounted for these extensions as modifications to the original warrant grants
as outlined in Topic 718.  For the year ended March 31, 2009, we
recorded a non-cash charge of $148,155 related to the investor warrants and
share-based compensation of $25,843 related to the employee and consultant
warrants, calculated as the difference between the estimated fair value of the
warrant immediately prior to the modification and the estimated fair value of
the warrant after the modification.  Both values were calculated using
the Black-Scholes model, with the revised exercise price and expected life of
the warrant being the only change in the assumptions.











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14 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








NOTE
3 – PRIVATE PLACEMENT TRANSACTIONS





Private Placement – March
31, 2009





In
conjunction with the Merger and also on March 31, 2009, we closed a private
placement securities offering (the “Private Placement”) to four accredited
investors. We issued units, consisting of one share of our common stock, a
warrant to purchase one-half a share of our common stock at an exercise price of
$0.25 per share (two warrants must be exercised to purchase one share of common
stock), two warrants to purchase two shares of our common stock (one warrant
purchases one share of common stock) at an exercise price of $0.50 per share and
a warrant to purchase one share of our common stock at an exercise price of
$1.00 per share (the “PP Units”). We sold the PP Units at a price of $1.00 per
PP Unit and issued 1,870,000 PP Units for gross cash proceeds of $1,820,000 and
the conversion of a note payable to a related party of $50,000.  The
warrants (the “Investor Warrants”) issued to investors in the Private Placement
expire March 31, 2014.





The
Investor Warrants that are exercisable at $0.25 and $0.50 per share are callable
(the “Warrant Call”) through March 31, 2014 at our option. We may execute the
Warrant Call by giving to the warrant holder a notice of call upon 20 days
written notice (the "Call Notice").  A Call Notice may be given by the
Company only within 10 days after our common stock has had a closing price of
not less than $2.50 per share for 20 out of 30 consecutive trading days with
trading volume in excess of 50,000 shares per day for that period of
days.





In
connection with the Private Placement, we paid to BCP a placement agent fee
comprised of $112,200 in cash and a warrant to purchase 56,100 shares of our
common stock at an exercise price of $0.25 per share, a warrant to purchase
224,400 shares of our common stock at $0.50 per share, and a warrant to purchase
224,400 shares of our common stock at $1.00 per share. We recorded a charge
related to the issuance of these warrants (the “Placement Agent Warrants”) in
the amount of $403,350 as calculated using the Black-Scholes model.





We
evaluated both the Investor Warrants and the Placement Agent Warrants
(collectively, the “Private Placement Warrants”) as potential free standing
derivatives under the criteria in Topic 815, which requires that a contract
issued by a reporting entity be accounted for as a derivative unless it is both
(1) indexed to its own stock and (2) classified in stockholders’ equity in its
statement of financial position.  We concluded that the Private
Placement warrants were indexed to the Company’s own stock and should be
classified in stockholders’ equity and would qualify for the scope exception
contained in Topic 815.  As further required, we reviewed the
requirements for equity classification contained in Topic 815, and concluded
that all of the criteria had been met and that equity classification was
appropriate.





A summary
of the warrants issued in the Merger and the Private Placement is as
follows:





Number
      of Warrants
            
            
            Exercise
      Price
            
            
            Estimated
      Fair Value 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








-
15 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








Private Placement – December
2009 and January 2010





On
December 29, 2009, we accepted subscription agreements related to the sale of
Units in the PPO.  Each “PPO Unit” was comprised of one share of our
common stock and one warrant to purchase one share of our common stock for a
purchase price of $2.50 per PPO Unit (the “PPO Warrants”).  Each PPO
Warrant is exercisable at $3.75 through December 29, 2014.  The
maximum amount of the PPO is $2.5 million or 1,000,000 PPO Units.  The
net proceeds from the PPO will be used to fund research and development and for
general working capital purposes.  We completed the PPO in multiple
closings in January 2010 and completed the final closing on January 29, 2010
(the “Final Closing Date”).  BCP served as the placement agent for the
PPO and earned a commission of 8% plus a non-accountable expense allowance of 2%
of the gross proceeds raised.  In addition, we are obligated to sell
for a nominal fee to BCP, as the placement agent, warrants to purchase 20% of
the total number of PPO Units sold in PPO, half of which will be exercisable at
a price of $2.50 per share and half of which will be exercisable at $3.75 per
share (collectively, the “PPO PA Warrants”).  The PPO PA Warrants
expire five years from the Final Closing Date and are exercisable 180 days after
the Final Closing Date.





At the
Company’s option, we may call the PPO Warrants through December 29, 2014 by
giving to the holder a notice of call upon 20 days written notice (the "PPO Call
Notice").  A PPO Call Notice may be given by the Company only within
10 days after our common stock has had a closing price of not less than $6.00
per share for 20 out of 30 consecutive trading days with trading volume in
excess of 25,000 shares per day for that period of days.





On
December 29, 2009, we conducted the initial closing under the PPO, pursuant to
which we entered into subscription agreements for the purchase of 146,000 PPO
Units for an aggregate subscription price of $365,000.  Additionally,
on December 31, 2009, we entered into a subscription agreement for the purchase
of 10,000 PPO Units for an aggregate subscription price of
$25,000.  After deducting offering expenses including commissions and
expenses paid to the placement agent, net proceeds to the Company from such
sales totaled $351,000.





In
conjunction with the initial closing of the PPO, we sold for a nominal fee to
BCP, as the placement agent, PPO PA Warrants to purchase 15,600 shares of our
common stock at an exercise price of $2.50 per share and 15,600 shares of our
common stock at an exercise price of $3.75 per share.  We calculated
the value of these PPO PA Warrants at $69,962 using the Black-Scholes model and
recorded this amount as a charge to additional paid in capital.





We
evaluated both the PPO Warrants and the PPO PA Warrants as potential free
standing derivatives under the criteria in Topic 815.  We concluded
that the both the PPO Warrants and the PPO PA Warrants were indexed to the
Company’s own stock and should be classified in stockholders’ equity and would
qualify for the scope exception contained in Topic 815.  As further
required, we reviewed the requirements for equity classification contained in
Topic 815, and concluded that all of the criteria had been met and that equity
classification was appropriate.








NOTE
4– RELATED PARTIES AND DEBT OBLIGATIONS





Convertible Note Payable –
Related Party





On May
30, 2008, we entered into a $25,000 unsecured, convertible debenture agreement
with the spouse of a director and related party (the “Bathgate Note”). The
Bathgate Note bears interest at 6%, is convertible into our common stock at
$1.00 per share and matures June 30, 2010. As additional consideration, we
issued a warrant to purchase 50,000 shares of our common stock at $1.00 per
share (the “Bathgate Warrant”), which expires on June 30,
2013.  In addition, this warrant included a reset provision, which
provided, that if we issued a similar security with common stock purchase
warrants exercisable below $1.00 per share, the exercise price would be reduced
to the lower price. This reset provision pertained to any new investment made
prior to December 31, 2008 and expired effective with the completion of the
Private Placement.





-
16 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








We
concluded that the Bathgate Note met the definition of “conventional convertible
debt,” as defined in Topic 815, as the note holder may only realize the value of
the conversion option by converting the note and receiving the entire proceeds
in a fixed number of shares or the equivalent amount of cash (at the discretion
of the Company).  Further, we concluded that the conversion option of
the Bathgate Note represented an embedded derivative as defined in Topic 815 and
was indexed to the Company’s common stock.Therefore, we concluded
that the conversion feature of the Bathgate Note did not meet the definition of
a derivative under Topic 815 and did not require separate accounting from the
debt instrument.





In
accordance with FASB ASC Topic 470-20 Debt with Conversion and Other
Options (“Topic 470-20”), we allocated the cash
proceeds received to both the Bathgate Note and Bathgate Warrants based on
relative fair values of each. We valued  the warrant using the
Black-Scholes model with the following assumptions:  exercise price of
$1.00 per share, stock price of $1.00, expected life of five years (representing
the full contractual term as prescribed by the SEC for investor warrants),
expected volatility of 95%, risk-free interest rate of 2.45% (commensurate with
the expected life) and dividend yield of 0%. The value assigned to the Bathgate
Warrant was $14,830 and was credited to additional paid-in capital with a
corresponding debt discount recorded as a reduction to the Bathgate
Note.





We
further concluded that the conversion feature in the Bathgate Note met the
definition of a “beneficial conversion feature” as outlined in Topic
470-20.  The amount of proceeds allocated to the Bathgate Note was
$10,170 (calculated as the $25,000 principal less the discount related to the
value assigned to the Bathgate Warrants of $14,830 per above), which resulted in
an effective conversion price of $0.41 per share and an intrinsic value of $0.59
per share (calculated as $1.00 conversion price less $0.41 effective conversion
price). Therefore, the value assigned to the beneficial conversion feature was
$10,170, which represented the initial amount allocated to the Bathgate Note,
and was recorded as an additional debt discount to the note with a corresponding
credit to additional paid-in capital. In accordance with Topic 470-20, the
amount recorded for the beneficial conversion feature was limited to the amount
of proceeds allocated to the convertible instrument of $10,170.  This
resulted in a full discount offset to the $25,000 principal balance of the note,
or an initial carrying value of $-0-.  We are accreting the discount
over the life of the note.





We also
evaluated the Bathgate Warrant as a potential free standing derivative under the
criteria in Topic 815, and concluded that it was indexed to the Company’s own
stock and should be classified in stockholders’ equity and would qualify for the
scope exception contained in Topic 815. As further required, we reviewed the
requirements for equity classification contained in Topic 815, and concluded
that all of the criteria had been met and that equity classification was
appropriate.





Pursuant
to the reset provision described above, on November 6, 2008, the exercise price
on the Bathgate Warrant was reduced to $0.50 per share with all other terms
remaining intact. This reset was a result of a bridge loan entered into on that
date with BOCO Investments, LLC (“BOCO”) (the “BOCO Note”), a related party to
Across America. We recorded a charge for the modification of the exercise price
on the Bathgate Warrant in the amount of $4,531, which was calculated as the
difference between the estimated fair value of the warrant immediately prior to
the modification and the estimated fair value of the warrant after the
modification. Both values were calculated using the Black-Scholes model with the
revised exercise price being the only difference in the
assumptions.





Note Payable – BOCO
Investments, LLC





On
November 6, 2008, we executed the BOCO Note, pursuant to which BOCO loaned
$50,000 at an interest rate of 12% per annum in the form of a note, which was
collateralized by substantially all of our assets.  As additional
consideration for the BOCO Note, we issued to BOCO a warrant (the “BOCO
Warrant”) to purchase 100,000 shares of our common stock.  This
warrant is exercisable at $0.50 per share and expires on December 31,
2013.  The BOCO Note was originally due on February 4, 2009 and was
converted into equity as part of the Private Placement.





-
17 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)











We
allocated the cash proceeds received to both the BOCO Note and the BOCO Warrant
based on relative fair values of each.  We valued the warrant using
the Black-Scholes model with the following assumptions:  exercise
price of $0.50 per share, stock price of $1.00, expected life of five years
(representing the full contractual term as prescribed by the SEC for investor
warrants), expected volatility of 100%, risk-free interest rate of 0.32%
(commensurate with the expected life) and dividend yield of 0%. The value
assigned to the BOCO Warrant was $31,125 and was credited to additional paid-in
capital with a corresponding debt discount recorded as a reduction to the BOCO
Note.  We accreted this debt discount over the life of the note, but
upon conversion of the note pursuant to terms in the Private Placement, we
wrote-off the remaining unamortized discount as of March 31, 2009.





Other
Obligations





On May
31, 2008, the Chief Executive Officer and President of Apro Bio resigned from
these positions and on October 1, 2008, resigned as a director of Apro
Bio.  On March 3, 2009, we entered into a settlement agreement with
this individual and agreed to settle any and all claims for a lump sum payment
of $45,000 and the issuance of 60,000 shares of our common stock.








NOTE
5 – COMMITMENTS AND CONTINGENCIES





License Agreement with Bio
Holding, Inc.





On
September 28, 2009 (the “Effective Date”), we entered into a license agreement
with Bio Holding, Inc. (“Bio Holding”) pursuant to which we obtained an
exclusive license (the “License Agreement”) to practice, perform, make, use,
sell, import and offer to sell products covered by current and future patents
and patent applications owned by Bio Holding for the treatment of diabetes (the
“Licensed Technology”).  We may not sublicense, assign or otherwise
transfer its rights in the Licensed Technology without the prior written consent
of Bio Holding.  In addition, we have a right of first refusal to
license any intellectual property owned by Bio Holding that is not part of the
License Agreement.  Dr. Leland Shapiro, who is the beneficial owner of
approximately 14% of our common stock, is the majority shareholder of Bio
Holding.





In
consideration for the License Agreement, we were obligated to pay Bio Holding
within 60 days from the Effective Date a license fee of $25,000.  We
paid this amount in November 2009.  As additional consideration, we
issued to a minority shareholder of Bio Holding warrants to purchase 650,000
shares of our common stock at an exercise price of $3.00 per
share.  The warrants expire on September 28, 2014 and contain a
cashless exercise provision.  Such warrants were subject to the
execution of a subscription and lock-up agreement by the minority shareholder
that restricts the sale or transfer of the underlying shares until March 31,
2011.  We estimated the fair value of the warrants at $1,470,000,
which was calculated using the Black-Scholes model with the following
assumptions: exercise price of $3.00 expected life of five years, assumed stock
price of $3.00 at date of grant, dividend yield of 0%, interest rate of 2.72%,
and volatility of 100.0%.  The total value ascribed to this license
agreement was $1,495,000, and we expensed this amount for the three months ended
September 30, 2009.


We are
obligated to pay royalties to Bio Holding of (i) four percent (4%) of the gross
revenues from the sale or use of the Licensed Technology and (ii) thirty percent
(30%) of the gross revenues from sublicensing of the Licensed
Technology.  We were also obligated to enter into an SRA with UCD for
the benefit of Dr. Leland Shapiro’s laboratory. As of December 31, 2009, we had
not executed the SRA, which is expected to be in the amount of
$88,000.








-
18 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)





The term
of the License Agreement expires upon the expiration date of the last patent
underlying the Licensed Technology.  The License Agreement may be
terminated only upon the material breach of the terms and conditions of the
License Agreement by the other party, subject to a 30 day cure
period.  During the term of the License Agreement, we will bear all
expenses related to filing, prosecuting and maintaining the patents and patent
applications underlying the Licensed Technology, including, but not limited to,
expenses related to divisional, continuation-in-part patent applications and
foreign filings.





Bacterial Infection
License





As of
December 31, 2009, our current commitments under our SRA associated with this
license was $81,300, which was paid in January 2010.





Pursuant
to a stock purchase agreement, which was executed on May 15, 2006 simultaneously
with the license agreement and the SRA, during the quarter ended June 30, 2008,
we issued to a designee and beneficiary of RUC, University License Equity
Holdings, Inc. (“ULEHI”), 20,833 shares of our common stock.  In
conjunction with the issuance of the license for cell transplant/graft rejection
on November 12, 2008, we agreed to amend the terms of the stock purchase
agreement with ULEHI by authorizing the issuance of additional shares of our
common stock, calculated at 2% of the fully-diluted outstanding shares of our
common stock upon completion of the Merger.  The calculation of these
shares included all common shares and common stock purchase warrants issued in
connection with the Merger and the Private Placement. In accordance with this
provision, we issued 698,939 shares of our common stock to ULEHI.





We have
no further obligations for common share issuances to ULEHI under any of the
three license agreements.





Viral Infection
License





As of
December 31, 2009, we had not executed an SRA related to this
license.





Cellular Transplant/Graft
Rejection





As of
December 31, 2009, we had not executed an SRA related to this
license.





-
19 -


Future
royalty payments under license agreements are summarized below:





License
      Date
            Field
      of Use
            Minimum
      Royalties
            Milestone
      Royalties
            Earned
      Royalties
            Sublicense
      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.





The
license agreements expire upon the expiration date of the last patent covered by
the agreement and may also be terminated by either party in the event of a
default by the other party.





Contributed
Rent





We
utilize, free-of-charge, office space of BCP, a shareholder and related party.
We calculated the value of our approximate utilized office space at $1,260 for
each of the quarters ended June 30, September 30 and December 31, 2009 and
$2,100 for each of the quarters ended June 30, September 30 and December 31,
2008, and recorded non-cash charges for these amounts in the respective
periods.








NOTE
6 – STOCKHOLDERS’ EQUITY





On May
27, 2009, we filed Articles of Amendment to our Articles of Incorporation to
change our corporate name from “Across America Financial Services, Inc.” to
“Omni Bio Pharmaceutical, Inc.” At the same time, we also filed Articles of
Amendment to our Articles of Incorporation to increase our authorized common
shares to 200,000,000 from 50,000,000 and to increase our authorized preferred
shares to 5,000,000 from 1,000,000. The par values of the common and preferred
shares were not changed.





For the
quarter ended June 30, 2009, we issued 600,000 shares of our common stock
pursuant to the conversion of a note payable to a related
party.  Additionally, we issued 1,375,356 shares of our common stock
pursuant to warrant exercises by related parties, which were comprised of
1,175,356 warrants exercised for $0.001 per share and 200,000 warrants exercised
for $0.01 per share, generating $3,175 of net cash proceeds.  In
addition, we issued 126,097 shares of common stock pursuant to cashless exercise
provisions of 140,000 warrants exercised at a weighted average price of $1.09
per share.







-
20 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)









For the
quarter ended September 30, 2009, we issued 1,260,031 shares of our common stock
pursuant to warrant exercises by related parties, which were comprised of
774,644 warrants exercised for $0.001 per share for cash proceeds of $775 and
485,387 shares issued pursuant to cashless provisions of 515,900 warrants
exercised at a weighted average price of $0.75 per share.  In
addition, we issued 268,720 shares of common stock pursuant to cashless exercise
provisions of 290,000 warrants exercised at a weighted average price of $1.10
per share.


For the
quarter ended December 31, 2009, we issued 291,714 shares of our common stock
pursuant to cashless exercise provisions of 317,500 warrants exercised at a
weighted average price of $1.02 per share.  In addition, we recorded a
charge in the amount of $528,000 related to a modification of 250,000 warrants
that were exercised in the December 2009 quarter.  The estimated fair
value of the modification was calculated using the Black-Scholes
model.





As
discussed in Note 3, on December 29 and 31, 2009 and under the PPO, we issued to
PPO investors 156,000 shares of our common stock and warrants to purchase
156,000 shares of our common stock, exercisable at $3.75 per share through
December 29, 2014, resulting in net cash proceeds to the Company of
$351,000.  We also sold for a nominal fee to the placement agent
warrants to purchase 15,600 shares of our common stock at an exercise price of
$2.50 per share and 15,600 shares of our common stock at an exercise price of
$3.75 per share.  The placement agent warrants expire five years from
the Final Closing Date and are exercisable 180 days after the Final Closing
Date.





A summary
of investor warrant activity for the nine months ended December 31, 2009 was as
follows:





Number
      of WarrantsOutstanding
      and exercisable at March 31, 2009
            
            
            10,107,400Issued
      – pursuant to license agreement with Bio Holding
            
            
            650,000Issued
      – pursuant to the PPO
            
            
            187,200Exercised
            
            
            (3,287,400
            )Forfeited/expired
            
            
            -Outstanding
      and vested at December 31, 2009
            
            
            7,657,200Exercisable
      at December 31, 2009
            
            
            7,626,000








NOTE
7 – SHARE-BASED COMPENSATION





From
inception, we have not had an employee stock option plan, but have issued common
stock purchase warrants on a discretionary basis to employees, directors and
outside consultants.  We calculate share-based compensation to
employees and directors in accordance with the fair-value method prescribed in
Topic 718. For warrants issued to outside consultants (i.e., non-employees), we
calculate share-based compensation under the applicable provisions of Topic 718
and FASB ASC Topic505-50
Equity-Based Payments to
Non-Employees(“Topic 505-50”).  Topic 718 requires fair value
accounting for equity securities issued to non-employees, and Topic 505-50
specifies the measurement date for recording compensation cost.





For
warrants issued in the nine months ended December 31, 2009 and 2008, the fair
value of each warrant award was estimated on the date of grant using the
Black-Scholes pricing model based on assumptions noted in the following table.
The expected life was equal to the contractual term, as the majority of all
warrants granted are not forfeited in the circumstances of disassociation with
the Company. Expected volatility was estimated based on comparisons of stock
price volatility of “peer group” publicly-traded companies. The risk-free
interest rate was based on the yield on the grant measurement date of a traded
zero-coupon U.S. Treasury bond, as reported by the U.S. Federal
Reserve, with a term equal to the expected term of the respective
warrant.








-
21 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








The
following table provides the range of assumptions used in the Black-Scholes
pricing model for warrants granted during the nine months ended December 31,
2009 and 2008, respectively:





December
      31, 2009
            
            
            December
      31, 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 Three
Months Ended June 30, 2009


On April
7, 2009, we granted a warrant to our acting chief executive officer to purchase
600,000 shares of our common stock at an exercise price of $0.50 per
share.  Shares under this warrant vest as follows:  200,000
upon issuance, 200,000 in October 2009 and 200,000 in April 2010.  We
are recognizing share-based compensation using the straight-line method over the
vesting term of the grant.  This warrant expires on April 7,
2016.  We valued these warrants at $529,975 using the Black-Scholes
model with the following assumptions: exercise price of $0.50 expected life of
seven years, assumed stock price of $1.00 at date of grant, dividend yield of
0%, interest rate of 2.47%, and volatility of 100.0%.





On April
15, 2009, we granted a warrant to our chief financial officer to purchase 50,000
shares of our common stock at an exercise price of $0.50 per share. All shares
under this warrant vested upon issuance. This warrant expires on April 15,
2016.  We valued this warrant at $44,165 using the Black-Scholes model
with the following assumptions: exercise price of $0.50 expected life of seven
years, assumed stock price of $1.00 at date of grant, dividend yield of 0%,
interest rate of 2.47 %, and volatility of 100.0%.


On April
1, 2009, we granted a warrant to a medical consultant to purchase 48,000 shares
of our common stock at an exercise price of $1.25 per share. All shares under
this warrant vested as of September 30, 2009.  This warrant expires on
April 1, 2014.  For the six months ended September 30, 2009, we
recorded a charge for share-based compensation using the straight-line method
over the vesting term of the grant of $35,927.  We valued this warrant
at $35,927 using the Black-Scholes model with the following assumptions:
exercise price of $1.25, expected life of five years, assumed stock price of
$1.00 at date of grant, dividend yield of 0%, interest rate of 2.47 %, and
volatility of 100.0%.





Issuances for the Three
Months Ended September 30, 2009
 
 On July
30, 2009 and pursuant to our compensation program for directors (whereby a
director receives a grant of 100,000 warrants in the first year of service and
50,000 warrants per year for each subsequent year of service), we granted
warrants to our directors (excluding our acting CEO who is a director) to
purchase 275,000 shares of our common stock in exchange for director services
for the fiscal year ended March 31, 2010 (the “Director
Warrants”).  The Director Warrants were granted at an exercise price
of $3.00 per share, which represented management’s estimated fair value of our
common stock price as of the date of grant based on factors, including, but not
limited to: 1) initial discussions with potential investors on an equity capital
raise at a price of $3.00 per share, 2) the limited trading volume and limited
public trading duration of our common stock, 3) recent private common stock sale
transactions, and 4) the trading lock-up requirement of two or three years on
the majority of our outstanding warrants and common stock.  Four of
the directors received an annual grant of 50,000 warrants based on the
commencement of their second year of service, which was April 1, 2009. Warrants
under these grants vest on March 31, 2010 and expire on April 1,
2016.  A fifth director received a grant of 25,000 warrants for the
fourth quarter of his first year of service. Warrants under this grant vested
April 1, 2009 and expire on April 1, 2016. A sixth director received a grant of
50,000 warrants for the third and fourth quarters of his first year of service,
of which 25,000 vested April 1, 2009 and expire on April 1, 2016 and 25,000 vest
on July 1, 2009 and expire on July 1, 2016.





-
22 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)


We valued
these warrants at $688,908 using the Black-Scholes model with the following
assumptions: exercise price of $3.00, expected life of seven years, estimated
fair value of our common stock price of $3.00 at date of grant, dividend yield
of 0%, interest rate of 3.37 %, and volatility of 100.0%.  For the
three months ended June 30, 2009, we recorded a charge for share-based
compensation and a liability for accrued compensation in the amount of $250,512
for director services provided during the quarter.  The amount of the
charge represented the estimated fair value of 50,000 Director Warrants that
vested as of April 1, 2009 and 25% (based on the straight-line method) of the
estimated fair value of 200,000 Director Warrants that will vest on March 31,
2010.





Pursuant
to Board approval on July 30, 2009, on August 6, 2009 we granted 50,000 common
stock purchase warrants exercisable at $3.00 per share and expiring on August 6,
2016 to a director for a second year of service.  The warrants vest on
August 5, 2010 if the director has continuously served as a director of the
Company through such date.  We valued these warrants at $125,256 using the
Black-Scholes model with the following assumptions: exercise price of $3.00,
expected life of seven years, estimated fair value of our common stock price of
$3.00 at date of grant, dividend yield of 0%, interest rate of 3.14% and
volatility of 100.0%.


Issuances for the Three
Months Ended December 31, 2009





Pursuant
to Board approval on July 30, 2009, on October 1, 2009, we granted 50,000 common
stock purchase warrants exercisable at $3.00 per share and expiring on October
1, 2016 to a director for his second year of service.  The warrants
vest on September 30, 2010 if the director has continuously served as a director
of the Company through such date.  We valued these warrants at $124,854
using the Black-Scholes model with the following assumptions: exercise price of
$3.00, expected life of seven years, estimated fair value of our common stock
price of $3.00 at date of grant, dividend yield of 0%, interest rate of 3.02%
and volatility of 100.0%.





On
October 12, 2010, our Board appointed a new director to our Board as a result of
a resignation of a Board director. All previously recorded share-based
compensation related to the unvested warrants held by this director was reversed
in the December 2009 quarter.  Also on October 12, 2009, we granted
100,000 common stock purchase warrants exercisable at $3.00 per share and
expiring on October 12, 2016 to the new director for his first year of service
as a director.  The warrants vest on October 11, 2010 if the director
has continuously served as a director of the Company through such
date.  We valued these warrants at $249,709 using the Black-Scholes
model with the following assumptions: exercise price of $3.00, expected life of
seven years, estimated fair value of our common stock price of $3.00 at date of
grant, dividend yield of 0%, interest rate of 3.02% and volatility of
100.0%.





On
October 12, 2009 and as consideration for consulting service agreements that we
executed with a director and a member of our scientific advisory board, we
granted to these two individuals 50,000 and 100,000 common stock purchase
warrants, respectively, exercisable at $3.00 per share and expiring October 12,
2014.  The warrants vest on October 11, 2010 if the individual has
continuously provided service to the Company through such date.  We
valued these warrants at $338,272 using the Black-Scholes model with the
following assumptions: exercise price of $3.00, expected life of five years,
estimated fair value of our common stock price of $3.00 at date of grant,
dividend yield of 0%, interest rate of 2.37% and volatility of
100.0%.





On
December 16, 2009, our Board approved the grant to our acting chief executive
officer of 600,000 common stock purchase warrants exercisable at $3.00 per share
and expiring on November 13, 2016.  The warrants vest and become
exercisable in four equal installments on March 31, 2010, March 31, 2011, March
31, 2012 and March 31, 2013, subject to continuous service with the
Company.  We valued these warrants at $1,498,251 using the
Black-Scholes model with the following assumptions: exercise price of $3.00,
expected life of seven years, estimated fair value of our common stock price of
$3.00 at date of grant, dividend yield of 0%, interest rate of 2.92% and
volatility of 100.0%.





-
23 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








On
December 16, 2009, our Board approved the grant to our chief financial officer
of 300,000 common stock purchase warrants exercisable at $3.00 per share and
expiring on November 13, 2016.  The warrants vest and become
exercisable as follows: 60,000 shares on November 20, 2009, 80,000 shares on
September 30, 2010, 80,000 shares on September 30, 2011, and 80,000 shares on
September 30, 2012, all subject to continuous service with the
Company.  We valued these warrants at $749,126 using the Black-Scholes
model with the following assumptions: exercise price of $3.00, expected life of
seven years, estimated fair value of our common stock price of $3.00 at date of
grant, dividend yield of 0%, interest rate of 2.92% and volatility of
100.0%.





As of
December 31, 2009, we recorded $9,999 in share-based compensation for shares of
our common stock to be issued pursuant to a consulting agreement that we
executed during the December 2009 quarter.





Share-based
compensation recorded for the three and nine months ended December 31, 2009 and
2008 was as follows:





Three
      months ended December 31,
            
            
            Nine
      months ended December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Employees,
      former employees
              and
      directors
            
            $
            503,575
            
            
            $
            122,372
            
            
            $
            1,183,670
            
            
            $
            428,184Outside
      consultants
            
            
            94,567
            
            
            
            -
            
            
            
            130,494
            
            
            
            -$
            598,142
            
            
            $
            122,372
            
            
            $
            1,314,164
            
            
            $
            428,184





The
weighted average grant date fair value of warrants issued under share-based
compensation agreements for the nine months ended December 31, 2009 and 2008 was
$1.97 and $0.82 per share, respectively.
 
 A summary
of warrant activity related to warrants issued under share-based compensation
agreements for the nine months ended December 31, 2009 is as
follows:





Shares
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Weighted
              Average
              Remaining
              Contractual
      Term
              (in
      years)
            
            
            Aggregate
              Intrinsic
              Value
      (a)Outstanding
      at March 31, 2009
            
            
            1,050,000
            
            
            $
            1.22Granted
            
            
            2,223,000
            
            
            $
            2.23Exercised
            
            
            (130,000
            )
            
            $
            1.08Forfeited/expired/cancelled
            
            
            (50,000
            )
            
            $
            3.00Outstanding
      at December 31, 2009
            
            
            3,093,000
            
            
            $
            1.92
            
            
            
            5.9
            
            
            $
            3,330,000Vested
      and exercisable at December 31, 2009
            
            
            1,553,000
            
            
            $
            1.15
            
            
            
            5.3
            
            
            $
            2,830,000





(a)
Calculated using the estimated fair value of our common stock price as of
December 31, 2009.





-
24 -





Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.





Forward-Looking
Information May Prove Inaccurate





Some of
the information presented in this Quarterly Report on Form 10-Q constitutes
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995.  These forward-looking statements
include, but are not limited to, statements that include terms such as “may,”
“will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,”
“plan,” or the like, as well as all statements that are not historical
facts.  Forward-looking statements are inherently subject to risks and
uncertainties that could cause actual results to differ materially from current
expectations.  Although we believe our expectations are based on
reasonable assumptions within the bounds of our knowledge of our business and
operations, there can be no assurance that actual results will not differ
materially from expectations.





For
additional factors that could affect the validity of our forward-looking
statements, you should read the risk factors set forth in Part I, Item 1A of our
Annual Report on Form 10-K for the fiscal year ended March 31,
2009  and the consolidated financial statements contained therein, as
well as those set forth in Part II. – Item 1A of our Quarterly Report on Form
10-Q for the quarter ended September 30, 2009.  The forward-looking
statements included in this quarterly report are subject to additional risks and
uncertainties not disclosed in this quarterly report, some of which are not
known or capable of being known by us.  The information contained in
this quarterly report is subject to change without notice.  Readers
should review future reports that we file with the SEC.  In light of
these and other risks, uncertainties and assumptions, actual events or results
may be very different from those expressed or implied in the forward-looking
statements in this quarterly report or may not occur.  We have no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.





Organization





On March
31, 2009, Across America Financial Services, Inc. (“Across America”) completed
the acquisition of Apro Bio Pharmaceutical Corporation (“Apro Bio”) pursuant to
the terms of the Agreement of Merger and Plan of Reorganization, as amended (the
"Merger”), among Across America, Apro Bio and Across America Acquisition Corp.
(“AAAC”), a Colorado corporation and a wholly-owned subsidiary of Across
America.  Under the terms of the Merger, Apro Bio was merged into
AAAC, and Apro Bio became a wholly-owned subsidiary of the
Company.  On May 27, 2009, Across America changed its name to Omni Bio
Pharmaceutical, Inc. (“Omni”).





The
Merger was accounted for as a reverse acquisition with Apro Bio being treated as
the acquirer for accounting purposes. Accordingly, for all periods presented in
this report, the financial statements of Apro Bio have been adopted as the
historical financial statements of Omni.





Except as
the context otherwise requires, the terms "Company," "we," "our, "us" or “Omni,”
means Omni and our wholly-owned subsidiary, Omni Bio Operating,
Inc.





Plan
of Operation





We intend
to commercialize a broad patent portfolio licensed from the as the University of
Colorado Denver (“UCD”), formerly known as the University of Colorado Health
Sciences Center (“UCHSC”).  A component of these applications involves
use of existing FDA approved drugs to treat a variety of bacterial and viral
diseases, and transplant rejection in a subject.





We are
the licensee of applications and patents related to novel compositions of matter
and methods of use for an existing FDA approved drug, Alpha 1-Antitrypsin
(“AAT”), for treating transplantation rejection, including islet cell
transplantation for the treatment of diabetes, and treating bacterial infections
including bacterial pneumonia, tuberculosis and anthrax.  We have also
licensed an existing patent for the treatment of HIV, and licensed patent
applications for the treatment of other viral-associated disorders including
influenza.








-
25 -





To date,
our business efforts have been largely dedicated to pursue additional capital in
order to continue funding Sponsored Research Agreements (“SRAs”) to further our
licenses regarding bacterial disease treatments, and in funding SRAs for the
furtherance of our licenses regarding viral disease treatment and cellular
transplantation/graft rejection.





We have
licensed and plan to further develop novel therapies for the treatment of
medical conditions that we believe have the potential to move through clinical
trials quickly.  We also plan to shepherd these novel therapeutic
applications through the FDA approval processes and advance them through
commercialization.  This core strategy is based on licensing issued
patents and patent applications, partially directed to the use of an existing
FDA approved drug that has come off of its initial patents for new and novel
uses in treating disorders.




We intend
to continue to outsource the normally capital intensive scientific research
function to academic research institutions such as UCD, where we currently have
one SRA.  This approach provides a specific scientific budget for
funding each application, without the possibility of substantial cost overruns
being incurred internally. Work contracted with UCD or other research
institutions is expected to provide a contractually guaranteed work product,
greatly increasing our ability for financial forecasting.  With this
approach, we expect to be able to focus on working with each project's lead
scientists, overseeing patent application projects and closely managing our
corporate overhead. This approach should allow most of our expenses to be
focused on research and development. Future research essential for developing
these strategies will be conducted in accordance with our world-wide licensing
rights and our existing and pending collaborative SRAs with
UCD.
  Recent
Scientific Developments





Clinical Trial on Type I
Diabetes





In
December 2009, we received the approval of a protocol related to a proposed
trial of AAT on patients diagnosed with Type I diabetes from the regional
Institutional Review Board (“IRB”) at a unit of the University of
Colorado-Denver-Anschutz Medical Campus.  Subsequent to this approval,
we filed with the FDA an Investigational New Drug Application (“IND”) for the
use of AAT on Type I diabetes and to sponsor a clinical trial.  AAT
has received prior FDA approval as a biological treatment of
emphysema.  However, there is no assurance that the FDA will approve
this clinical trial, and if the clinical trial is successful, there is no
assurance that we will obtain FDA approval for the use of AAT to treat Type I
diabetes in humans.  Additionally, there is no assurance that, if
approved, we will have available resources to complete the clinical trial in a
timely manner or at all.


Bacterial License and
Associated Sponsored Research Agreement





We have
completed all of our payments under this SRA.  Concurrently with this
work, we are continuing to pursue our patent rights on patent applications
directed to targeting bacterial disorders with the United States Patent and
Trade Office (“USPTO”) as well as international offices.





Viral License and Viral
Sponsored Research Agreement





We are
currently negotiating an SRA related to our licensed and issued patent related
to AAT and novel compositions for treating viral-related
disorders.  We expect that upon consummation of the SRA, we will be
obligated to expend approximately $55,000 quarterly for a period of two
years.  Additionally, we are continuing to pursue patent rights based
on our patent applications directed to treating viral-related disorders with the
USPTO.





Cellular Transplant/Graft
Rejection License and Associated Sponsored Research
Agreement:





We are
presently negotiating an SRA related to this license.  Additionally,
we are continuing to pursue patent rights based on our patent applications
directed to related cellular transplant/graft rejection with the USPTO as well
as foreign offices.








-
26 -





License Agreement with Bio
Holding, Inc. (Treatment of Diabetes)





On
September 28, 2009, we entered into a license agreement (the “License
Agreement”) with Bio Holding, Inc. (“Bio Holding”) pursuant to which we obtained
an exclusive license to practice, perform, make, use, sell, import and offer to
sell products covered by current and future patents and patent applications
owned by Bio Holding for the treatment of diabetes (the “Licensed
Technology”).  We also agreed to enter into an SRA with UCD for
$88,000, which we are currently negotiating.





We may
not sublicense, assign or otherwise transfer its rights in the Licensed
Technology without the prior written consent of Bio Holding.  In
addition, we have a right of first refusal to license any intellectual property
owned by Bio Holding that is not part of the license Agreement.  Dr.
Leland Shapiro, who is the beneficial owner of approximately 14.4% of our common
stock, is the majority shareholder of Bio Holding.





Liquidity
and Capital Resources





Our
unaudited consolidated financial statements as presented in Item 1 of this
report have been prepared in conformity with US GAAP, which contemplate our
continuation as a going concern. However, the report of our independent
registered public accounting firm on our consolidated financial statements, as
of and for the year ended March 31, 2009, contains an explanatory paragraph
expressing substantial doubt as to our ability to continue as a going concern.
The “going concern” qualification results from, among other things, our
development-stage status, no revenue recognized since inception, our inception
to date net losses, which total approximately $11.0 million and include non-cash
charges of approximately $7.7 million through December 31, 2009, and the
outstanding and currently anticipated contractual commitments for research and
development efforts under any current or anticipated SRAs.  Our
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts and
classification of liabilities that might be necessary if we were unable to
continue as a going concern.





December 2009 and January
2010 Private Placement





In
December 2009 and January 2010, we enhanced our liquidity with the first closing
of a private placement equity offering (the “PPO”), which generated net cash of
$351,000 (after offering costs of $39,000).  In January 2010, we
completed two additional closings of the PPO and generated net cash of
$1,435,650 (after offering costs of $160,000).





Under the
PPO, we sold “Units” (“PPO Units”), which were comprised of one share of our
common stock and one warrant to purchase one share of our common stock for a
purchase price of $2.50 per PPO Unit (the “PPO Warrants”).  Each PPO
Warrant is exercisable at $3.75 through December 29, 2014.  The
maximum amount of the PPO is $2.5 million or 1,000,000 PPO Units.  The
net proceeds from the PPO will be used to fund research and development and for
general working capital purposes.  We completed the PPO in multiple
closings during January 2010 and completed the final closing on January 29, 2010
(the “Final Closing Date”).  BCP served as the placement agent for the
PPO and earned a commission of 8% plus a non-accountable expense allowance of 2%
of the gross proceeds raised.  In addition, we are obligated to sell
for a nominal fee to BCP, as the placement agent, warrants to purchase 10% of
the total number of PPO Units sold in PPO, half of which will be exercisable at
a price of $2.50 per share and half of which will be exercisable at $3.75 per
share (collectively, the “PPO PA Warrants”).  The PPO PA Warrants
expire five years from the Final Closing Date and are exercisable 180 days after
the Final Closing Date.





At the
Company’s option, we may call the PPO Warrants through December 29, 2014 by
giving to the holder a notice of call upon 20 days written notice (the "PPO Call
Notice").  A PPO Call Notice may be given by the Company only within
10 days after our common stock has had a closing price of not less than $6.00
per share for 20 out of 30 consecutive trading days with trading volume in
excess of 25,000 shares per day for that period of days.





In
conjunction with the initial closing of the PPO, we sold for a nominal fee to
BCP, as the placement agent, PPO PA Warrants to purchase 15,600 shares of our
common stock at an exercise price of $2.50 per share and 15,600 shares of our
common stock at an exercise price of $3.75 per share.  We calculated
the value of these PPO PA Warrants at $69,962 using the Black-Scholes model and
recorded it as a charge to additional paid in capital.





-
27 -








We
believe that the capital raised in the PPO provides us cash to fund our current
operations and research and development for the near term.  Depending
on the extent that we increase research and development through potential new
licenses or pursue clinical trials in addition to our current budgeted one, we
will likely need to raise additional capital through additional equity
financings or through other means that we deem necessary.  There is no
assurance that we will be successful in raising additional capital on acceptable
terms or at all. Further, even if we raise additional capital, there is no
assurance that we will raise sufficient capital to fund our
operations.





Cash and Cash
Flows





Our cash
and cash equivalents at December 31, 2009 were $790,292 as compared to
$1,805,395 at March 31, 2009 and $8,416 at December 31, 2008.  For the
nine months ended December 31, 2009, net cash used in operations was $1,370,053
as compared to net cash used in operations of $48,492 for the nine months ended
December 31, 2008. For the nine months ended December 31, 2009, the primary uses
of cash were for general and administrative expenses (excluding share-based
compensation) of approximately $618,000 and a significant decrease from March
31, 2009 to December 31, 2009 of approximately $743,000 in accounts payable,
accrued liabilities and amounts due to related parties.  The
significant decrease in these liabilities was a result of a significant pay-down
on these liabilities that had largely been incurred during the first nine months
of fiscal year 2009 because the Company had negligible cash on hand during
fiscal year 2009 to settle liabilities on reasonable and, as applicable,
contractual payment terms. For the nine months ended December 31, 2008, the
primary use of cash was for general and administrative expenses (excluding
share-based compensation) of approximately $333,000, and the primary sources of
cash were net increases of approximately $321,000 from March 31, 2008 to
December 31, 2008 in the amounts due to UCD under the bacterial SRA and net
increases of approximately $201,000 in the aggregate of accounts payable,
accrued liabilities and amounts due to related parties.  The
significant increase in these liabilities was attributable to negligible cash on
hand during the nine months ended December 31, 2008.





For the
nine months ended December 31, 2009, we did not generate or expend any cash from
investing activities.
For the nine months ended December 31, 2008, we used cash of $35,401 for the
purchase of a license from UCD for cellular transplant/graft
rejection.  For the nine months ended December 31, 2009, net cash
provided by financing activities was $354,950 and was primarily attributable to
the net cash proceeds generated from the PPO in December 2009.  For
the nine months ended December 31, 2008, net cash provided by financing
activities was $75,000 from notes payable executed with related
parties.





Contractual
Obligations





As
previously disclosed under this item, we have an obligation to pay $88,000 under
an SRA related to the License Agreement entered into with Bio
Holding.  Terms of this SRA are being negotiated and payments under
this SRA are due within 12 months from the date the SRA is
executed.  As of December 31, 2009, our additional material
contractual obligations are payments due under an SRA associated with our
bacterial license agreement with UCD in the amount of $81,300, which was the
final installment due and was paid in January 2010, and a note payable to a
related party in the amount of $25,000, which is due in June 2010.





During
the second half of fiscal year 2010, we expect to increase our research and
development expenditures commensurate with the requirements associated with
anticipated SRAs with UCD in the areas of viral infection and graft host
technology.  As of December 31, 2009, we expect that the total
expenditure levels for these anticipated SRAs will be approximately $760,000 and
will be paid over approximately the next 18 months. We expect to fund a
significant portion of these expenditures from proceeds generated from the
PPO.








-
28 -





Director Warrant Issuances
for the Quarter Ended December 31, 2009


On
October 1, 2009, the Board of Directors (the “Board”) approved a grant of 50,000
common stock purchase warrants exercisable at $3.00 per share and expiring on
October 1, 2016 to a director for his second year of service on our Board of
Directors (the “Board”).  The warrants vest on September 30, 2010 if
the director has continuously served as a director of the Company through such
date.  We valued these warrants at $124,854 using the Black-Scholes model
with the following assumptions: exercise price of $3.00, expected life of seven
years, estimated fair value of our common stock price of $3.00 at date of grant,
dividend yield of 0%, interest rate of 3.02% and volatility of
100.0%.





On
October 12, 2009 as consideration for consulting service agreements that we
executed with one of our directors and the chairperson of our scientific
advisory board, and an additional member of our scientific advisory board, the
Board approved the grant to these two individuals of 50,000 and 100,000 common
stock purchase warrants, respectively, exercisable at $3.00 per share and
expiring October 12, 2014.  The warrants vest on October 11, 2010 if
the individuals have continuously provided service to the Company through such
date.  We valued these warrants at $338,272 using the Black-Scholes
model with the following assumptions: exercise price of $3.00, expected life of
five years, estimated fair value of our common stock price of $3.00 at date of
grant, dividend yield of 0%, interest rate of 2.37% and volatility of
100.0%.





On
October 12, 2010, our Board appointed a new director to our Board as a result of
a resignation of a director. All previously recorded share-based compensation
related to the unvested warrants for this director was reversed in the quarter
ended December 31, 2009.  Also on October 12, 2009, the Board approved
the grant of 100,000 common stock purchase warrants exercisable at $3.00 per
share and expiring on October 12, 2016 to the new director for his first year
service as a director.  The warrants vest on October 11, 2010 if the
director has continuously served as a director of the Company through such
date.  We valued these warrants at $249,709 using the Black-Scholes
model with the following assumptions: exercise price of $3.00, expected life of
seven years, estimated fair value of our common stock price of $3.00 at date of
grant, dividend yield of 0%, interest rate of 3.02% and volatility of
100.0%.





On
December 16, 2009, our Board approved a grant to our acting chief executive
officer of 600,000 common stock purchase warrants exercisable at $3.00 per share
and expiring on November 13, 2016.  The warrants vest and become
exercisable in four equal installments on March 31, 2010, March 31, 2011, March
31, 2012 and March 31, 2013, subject to continuous service with the
Company.  We valued these warrants at $1,498,251 using the
Black-Scholes model with the following assumptions: exercise price of $3.00,
expected life of seven years, estimated fair value of our common stock price of
$3.00 at date of grant, dividend yield of 0%, interest rate of 2.92% and
volatility of 100.0%.





On
December 16, 2009, our Board approved a grant to our chief financial officer of
300,000 common stock purchase warrants exercisable at $3.00 per share and
expiring on November 13, 2016.  The warrants vest and become
exercisable as follows: 60,000 shares on November 20, 2009, 80,000 shares on
September 30, 2010, 80,000 shares on September 30, 2011, and 80,000 shares on
September 30, 2012, all subject to continuous service with the
Company.  We valued these warrants at $749,126 using the Black-Scholes
model with the following assumptions: exercise price of $3.00, expected life of
seven years, estimated fair value of our common stock price of $3.00 at date of
grant, dividend yield of 0%, interest rate of 2.92% and volatility of
100.0%.





Results
of Operations for the Three Months Ended December 31, 2009 Compared to the Three
Months Ended December 31, 2008





For the
three months ended December 31, 2009 (the “December 2009 quarter”), we reported
a net loss of $903,418 as compared to a net loss of $339,959 for the three
months ended December 31, 2008 (the “December 2008 quarter”), an increase of
$563,459. We have not reported any revenue since inception.











-
29 -





General
and administrative expenses for the December 2009 quarter were $831,519, which
included $598,142 of share-based compensation, as compared to $239,952 for the
December 2008 quarter, which included $122,372 of share-based
compensation.  Management views general and administrative expenses,
exclusive of share-based compensation, as an important non-GAAP measure, as we
are in development stage, have not recorded any revenue and closely monitor
operating expenses to manage and control cash.  Management also
believes this measure is helpful to investors so they can better understand our
cash expenditures.  Accordingly, excluding share-based compensation,
general and administrative expenses in the December 2009 quarter increased
$115,797 or approximately 98% from the December 2008 quarter.  This
increase was primarily due to public company reporting and administrative
related expenses in the areas of external audit and reporting, legal, stock
administration, investor relations and insurance that were incurred in the
December 2009 quarter and not incurred in the December 2008 quarter when we were
not an SEC reporting company.  Also for the December 2009 quarter, we
had increases in consulting and scientific advisory expenses as compared to
December 2008 quarter.


Research
and development expenses for the December 2009 quarter were $-0- as compared to
$81,300 for the December 2008 quarter as a result of the SRA expense incurred in
the December 2008 quarter related to our bacterial license.  We did
not enter into any additional SRAs during the December 2009
quarter.





In the
December 2009 quarter, we recorded a charge in the amount of $528,000 related to
a modification of 250,000 warrants that were exercised during the December 2009
quarter.  The estimated fair value of the modification was calculated
using the Black-Scholes model.





Interest
income, net of interest expense, for the December 2009 quarter was $1,063 and
was primarily comprised of interest income of $1,438 from cash invested in an
interest bearing, money market account.





Results
of Operations for the Nine Months Ended December 31, 2009 Compared to the Nine
Months Ended December 31, 2008





For the
nine months ended December 31, 2009, we reported a net loss of $3,504,144 as
compared to a net loss of $1,046,902 for the nine months ended December 31,
2008, an increase of $2,457,242.





General
and administrative expenses for the nine months ended December 31, 2009 were
$1,931,874, which included $1,314,164 of share-based compensation, as compared
to $761,540 for the nine months ended December 31, 2008, which included $428,184
of share-based compensation.  Management views general and
administrative expenses, exclusive of share-based compensation, as an important
non-GAAP measure, as we are in development stage, have not recorded any revenue
and closely monitor operating expenses to manage and control
cash.  Management also believes this measure is helpful to investors
so they can better understand our cash expenditures.  Accordingly,
excluding share-based compensation, general and administrative expenses for the
nine months ended December 31, 2009 increased $284,354 or approximately 85% from
the nine months ended December31, 2008.  This increase was primarily
due to public company reporting and administrative related expenses in the areas
of external audit and reporting, legal, stock administration, investor relations
and related travel and insurance that were incurred for the nine months ended
December 31, 2009 and not incurred for the nine months ended December 31, 2008
when we were not an SEC reporting company.  Also for the nine months
ended December 31, 2009, we had increases in consulting and scientific advisory
expenses as compared to the nine months ended December 31, 2008.





During
the September 2009 quarter, we executed a license agreement with a related
party.  The total value ascribed to the license agreement was
$1,495,000, and this amount was expensed as a license fee during the September
2009 quarter.





Research
and development expenses for the nine months ended December 31, 2009 were $-0-
as compared to $241,300 for the nine months ended December 31, 2008 as a result
of the SRA expense incurred for the nine months ended December 31, 2008 related
to our bacterial license.





In the
December 2009 quarter, we recorded a charge in the amount of $528,000 related to
a modification of 250,000 warrants that were exercised during the December 2009
quarter.  The estimated fair value of the modification was calculated
using the Black-Scholes model.





Interest
income, net of interest expense, for the nine months ended December 31, 2009 was
$1,692 and was primarily comprised of interest income of $3,317 from cash
invested in an interest bearing, money market account.








-
30 -





Critical
Accounting Policies





We
prepare our financial statements in accordance with US GAAP. The accounting
policies most fundamental to the understanding of our financial statements are
those relating to our use of estimates, to the accounting for license agreements
and the impairment analysis of the capitalized license costs, the valuation,
classification and recording of debt and equity transactions, including those
that include common stock purchase warrants, and assumptions used under
share-based compensation arrangements.





Our
significant accounting policies and estimates are disclosed in the notes to our
consolidated financial statements contained in our Annual Report on Form 10-K
for the fiscal year ended March 31, 2009.








Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





As a
smaller reporting company, we are not required to provide the information under
this item.








Item
4T.  Controls and Procedures.





Disclosure Controls and
Procedures





We are
responsible for establishing and maintaining disclosure controls and procedures
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms, and that such information
is accumulated and communicated to our management, including our Acting Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.





Our
management, with the participation of our Acting Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of
December 31, 2009.  Based on this evaluation, our Acting Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were effective as of this date.





Internal Control over
Financial Reporting





There was
no change in our internal control over financial reporting during the quarter
ended December 31, 2009 that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.





-
31 -





PART
II - OTHER INFORMATION.





Item
1.  Legal Proceedings.





None.








Item
1A.  Risk Factors.





None.








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





Warrant
Grants





On
October 1, 2009, the Board approved a grant of 50,000 warrants to purchase our
common stock to Michael Wort, one of our directors, as compensation for his
services as a director.  The warrants vest and become exercisable on
September 30, 2010 with an exercise price of $3.00 per share.  The
warrants expire on October 1, 2016.  The warrants were issued under
the Company’s director compensation plan and under Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”).





On
October 12, 2009, the Board approved a grant of 50,000 warrants to purchase our
common stock to Michael Iseman, one of our directors and the chairperson of our
scientific advisory board, as compensation for his additional services as a
consultant on certain scientific matters.  The warrants vest and
become exercisable on October 11, 2010 with an exercise price of $3.00 per
share.  The warrants expire on October 12, 2014.  The
warrants were issued under Section 4(2) of the Securities Act.





On
October 12, 2009, the Board approved a grant of 100,000 warrants to purchase our
common stock to Eli Lewis, a member of our scientific advisory board, as
compensation for his additional services as a consultant on certain scientific
matters.  The warrants vest and become exercisable on October 11, 2010
with an exercise price of $3.00 per share.  The warrants expire on
October 12, 2014.  The warrants were issued under Section 4(2) of the
Securities Act.





On
October 12, 2009, the Board approved a grant of 50,000 warrants to purchase our
common stock to Jeffrey Sperber, one of our directors, as compensation for his
services as a director.  The warrants vest and become exercisable on
October 11, 2009 with an exercise price of $3.00 per share.  The
warrants expire on October 12, 2016.  The warrants were issued under
the Company’s director compensation plan and under Section 4(2) of the
Securities Act.





On
December 16, 2009, our Board approved a grant to Charles Dinarello, our acting
chief executive officer and a director, of 600,000 common stock purchase
warrants exercisable at $3.00 per share and expiring on November 13,
2016.  The warrants vest and become exercisable in four equal
installments on March 31, 2010, March 31, 2011, March 31, 2012 and March 31,
2013, subject to continuous service with the Company. The warrants were issued
under Section 4(2) of the Securities Act.





On
December 16, 2009, our Board approved a grant to Robert Ogden, our chief
financial officer, of 300,000 common stock purchase warrants exercisable at
$3.00 per share and expiring on November 13, 2016.  The warrants vest
and become exercisable as follows: 60,000 shares on November 20, 2009, 80,000
shares on September 30, 2010, 80,000 shares on September 30, 2011, and 80,000
shares on September 30, 2012, all subject to continuous service with the
Company.








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32 -





Warrant Exercises under
Cashless Exercise Provisions





During
the December 2009 quarter, certain investors exercised common stock purchase
warrants under cashless exercise provisions.  The following table
represents the net shares surrendered in these cashless warrant
exercises.





ISSUER
      PURCHASES OF EQUITY SECURITIESPeriod
            (a)
      Total Number of Shares (or Units) Purchased
            (b)
      Average Price Paid per Share (or Unit)
            (c)
      Total Number of Shares (or Units) Purchased as Part of Publicly Announced
      Plans or Programs
            (d)
      Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May
      Yet Be Purchased Under the Plans or Programs)October
      1 to
              October
      31, 2009
            4,952
            $15.00
            -
            -November
      1
              to
      November 30, 2009
            -
            -
            -
            -December
      1 to
              December
      31, 2009
            20,834
            $12.00
            -
            -TOTAL
            25,786
            $12.58
            -
            -








Item
3.  Defaults Upon Senior Securities.





None.








Item
4.  Submission of Matters to a Vote of Security Holders.





None.








Item
5.  Other Information.





As
previously reported in our Current Report on Form 8-K filed on January 5, 2010
and as discussed in Item 2 of this report, in December 2009, we entered into
subscription agreements with certain investors relating to the issuance and sale
of PPO Units in the PPO.  On January 22, 2010 and January 29, 2010, we
entered into additional subscription agreements with investors for the issuance
and sale of 638,260 PPO Units for an aggregate subscription price of
$1,595,650.  On January 29, 2010, we closed the PPO.  We
sold an aggregate of 794,260 PPO Units in the PPO, which generated net proceeds
of $1,786,260 after deducting offering expenses of $199,000.  A copy
of the Form of Subscription Agreement and Letter of Investment Intent and Form
of Warrant are filed as Exhibits 10.2 and 10.3, respectively, to this report and
are incorporated herein by reference.





In
connection with the PPO, we were obligated to sell to the placement agent for a
nominal fee warrants to purchase 10% of the total number of PPO Units sold in
the PPO.  Upon closing of the PPO, we became obligated to issue
158,852 PPO PA Warrants to the placement agent.  Half of the PPO PA
Warrants are exercisable at $2.50 per share and half of the PPO PA Warrants are
exercisable at $3.75 per share.  The PPO PA warrants expire on January
29, 2015 and are exercisable beginning on July 28, 2010.





The PPO
Units and the PPO PA Warrants were issued exempt from registration pursuant to
Regulation D of the Securities Act and constitute “restricted securities” under
Rule 144 of the Securities Act.








-
33 -





Item
6.  Exhibits.







EXHIBIT
      #
              DESCRIPTION


3.1
            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
            Amended
      and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the
      Registrant’s Form 8-K filed on January 5,
2010)




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)





10.2
            Form
      of Subscription Agreement and Letter of Investment Intent
  #





10.3
            Form
      of Warrant #





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








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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.





OMNI
      BIO PHARMACEUTICAL, INC.February
      4, 2010
            By: /s/   Charles A.
      DinarelloCharles
      A. DinarelloActing
      Chief Executive Officer(Principal
      Executive Officer)February
      4, 2010
            By: /s/   Robert C.
      OgdenRobert
      C. OgdenChief
      Financial Officer(Principal
      Financial and Accounting Officer)











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