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   June 30,
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 July 13,
2009 was 25,428,882.





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY




TABLE
OF CONTENTS




PART
I: FINANCIAL INFORMATION







PageItem
      1.
                Financial
      StatementsConsolidated
      Balance Sheets – June 30, 2009 (unaudited) and March 31,
    2009
                3Consolidated
      Statements of Operations – For the three months ended June 30,
      2009
                  and
      2008, and February 28, 2006 (Inception) through June 30, 2009
      (unaudited)
                4Consolidated
      Statements of Stockholders’ Equity (Deficit) – As of and for the
      three
                  months
      ended June 30, 2009 (unaudited) and February 28, 2006 (Inception)
      through
                  June
      30, 2009 (unaudited)
                5Consolidated
      Statements of Cash Flows – For the three months ended June 30, 2009
                  and 2008,and
      February 28, 2006 (Inception) through June 30, 2009
      (unaudited)
                9Notes
      to Consolidated Financial Statements (unaudited)
                11Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                25Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                30Item
      4T.
                Controls
      and Procedures
                30


PART
II: OTHER INFORMATION




Item
      1.
              Legal
      Proceedings
              31Item
      1A.
              Risk
      Factors
              31Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              31Item
      3.
              Defaults
      Upon Senior Securities
              31Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              31Item
      5.
              Other
      Information
              31Item
      6.
              Exhibits
              32Signature
              
              33


-
2 -


Part
I.  FINANCIAL INFORMATION




Item
1. Financial Statements.





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





ASSETS
                                  
                                  June
      30, 2009
                                  
                                  
                                  March
      31, 2009(Unaudited)Current
      assets:Cash
      and cash equivalents
                                  
                                  $
                                  1,062,058
                                  
                                  
                                  $
                                  1,805,395Other
      current assets
                                  
                                  
                                  36,939
                                  
                                  
                                  
                                  21,772Total
      current assets
                                  
                                  
                                  1,098,997
                                  
                                  
                                  
                                  1,827,167Property
      and equipment, net
                                  
                                  
                                  1,812
                                  
                                  
                                  
                                  2,250Intangible
      assets, net
                                  
                                  
                                  71,004
                                  
                                  
                                  
                                  72,300Total
      long-term assets
                                  
                                  
                                  72,816
                                  
                                  
                                  
                                  74,550TOTAL
      ASSETS
                                  
                                  $
                                  1,171,813
                                  
                                  
                                  $
                                  1,901,717LIABILITIES & STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Accounts
      payable and accrued liabilities
                                  
                                  $
                                  132,497
                                  
                                  
                                  $
                                  282,935Amounts
      due to UCD under sponsored research agreement
                                  
                                  
                                  241,300
                                  
                                  
                                  
                                  321,300Accrued
      share-based compensation
                                  
                                  
                                  250,512
                                  
                                  
                                  
                                  -Accrued
      liabilities
                                  
                                  
                                  41,937
                                  
                                  
                                  
                                  56,817Accrued
      compensation and related benefits and taxes
                                  
                                  
                                  22,875
                                  
                                  
                                  
                                  211,012Amounts
      due to related parties
                                  
                                  
                                  4,500
                                  
                                  
                                  
                                  138,261Note
      payable – related party
                                  
                                  
                                  -
                                  
                                  
                                  
                                  132,000Total
      current liabilities
                                  
                                  
                                  693,621
                                  
                                  
                                  
                                  1,142,325Note
      payable – related party, net of discount of $12,000 and
                                    $15,000,
      respectively
                                  
                                  
                                  13,000
                                  
                                  
                                  
                                  10,000Total
      liabilities
                                  
                                  
                                  706,621
                                  
                                  
                                  
                                  1,152,325Commitments
      and Contingencies (Note 5)Stockholders’
      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;
                                    25,266,020
      and 23,164,567 shares issued and outstanding, respectively
                                  
                                  
                                  25,265
                                  
                                  
                                  
                                  23,164Additional
      paid-in capital
                                  
                                  
                                  8,559,825
                                  
                                  
                                  
                                  8,186,704Deficit
      accumulated during the development stage
                                  
                                  
                                  (8,119,898
                                  )
                                  
                                  
                                  (7,460,476
                                  )Total
      stockholders’ equity
                                  
                                  
                                  465,192
                                  
                                  
                                  
                                  749,392TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY
                                  
                                  $
                                  1,171,813
                                  
                                  
                                  $
                                  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
                June
      30,
              
              
              February
      28, 2006 (Inception) through June 30, 20092009
              
              
              2008Operating
      expenses:General
      and administrative (including share-based
                compensation of $489,299, $183,438 and
                $2,446,508, respectively)
              
              $
              655,952
              
              
              $
              320,365
              
              
              $
              3,614,207Research
      and development
              
              
              -
              
              
              
              80,000
              
              
              
              1,132,497Charge
      for common stock issued pursuant to
                license
      agreements
              
              
              -
              
              
              
              20,833
              
              
              
              763,240Total
      operating expenses
              
              
              655,952
              
              
              
              421,198
              
              
              
              5,509,944Loss
      from operations
              
              
              (655,952
              )
              
              
              (421,198
              )
              
              
              (5,509,944
              )Non-operating
      expenses:Interest
      expense
              
              
              (470
              )
              
              
              (4
              )
              
              
              (61,556
              )Accretion
      expense on notes payable –
                related
      party
              
              
              (3,000
              )
              
              
              (1,000
              )
              
              
              (44,125
              )Charges
      for warrants issued in merger – related parties
              
              
              -
              
              
              
              -
              
              
              
              (1,948,237
              )Charge
      for warrants issued in private placement –
                related
      parties
              
              
              -
              
              
              
              -
              
              
              
              (403,350
              )Charges
      for modifications to warrants
              
              
              -
              
              
              
              -
              
              
              
              (152,686
              )Total
      non-operating expenses
              
              
              (3,470
              )
              
              
              (1,004
              )
              
              
              (2,609,954
              )Net
      loss
              
              $
              (659,422
              )
              
              $
              (422,202
              )
              
              $
              (8,119,898
              )Basic
      and diluted net loss per share
              
              $
              (0.03
              )
              
              $
              (0.02
              )Weighted
      average shares outstanding – basic and diluted
              
              
              26,019,055
              
              
              
              18,207,090




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 STOCKHOLDERS' EQUITY





Preferred
      Stock
                          
                          
                          Common
      Stock
                          
                          
                          Additional
                            Paid-in
                            Capital
                          
                          
                          Deficit
      Accumulated During Development Stage
                          
                          
                          Total
      Stockholders’ EquityShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          AmountBalances
      at February 28, 2006 (inception)
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Common
      stock issued to founders and
                            insiders (February andMarch 2006 at
                            $0.001 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          10,000,000
                          
                          
                          
                          10,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          10,000Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (2,715
                          )
                          
                          
                          (2,715
                          )Balances
      at March 31, 2006
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          10,000,000
                          
                          
                          
                          10,000
                          
                          
                          
                          -
                          
                          
                          
                          (2,715
                          )
                          
                          
                          7,285Common
      stock sold in private
                            placement offering(April
      2006 at
                            $0.80 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          150,000
                          
                          
                          
                          150
                          
                          
                          
                          119,850
                          
                          
                          
                          
                          
                          
                          
                          120,000Common
      stock issued as additional
                            consideration pursuantto
      license
                            agreement (May 2006 at $0.001 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          406,000
                          
                          
                          
                          406
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          406Common
      stock sold in private placement
                            offering(June through December 2006
                            at $1.00 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          340,000
                          
                          
                          
                          340
                          
                          
                          
                          339,660
                          
                          
                          
                          
                          
                          
                          
                          340,000Common
      stock issued in exchange for
                            consulting services(November 2006
                            at $1.00 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          30,000
                          
                          
                          
                          30
                          
                          
                          
                          29,970
                          
                          
                          
                          
                          
                          
                          
                          30,000Common
      stock issued as additional
                            consideration pursuantto
      license
                            agreement (December 2006 and
                            January 2007at
      $0.001 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          32,333
                          
                          
                          
                          32
                          
                          
                          
                          32,301
                          
                          
                          
                          
                          
                          
                          
                          32,333Common
      stock purchase warrants sold
                            to outside investors(March 2007 at
                            $0.25 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          102,500
                          
                          
                          
                          
                          
                          
                          
                          102,500Common
      stock purchase warrants sold
                            to an employee(March 2007 at $0.25
                            per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          21,250
                          
                          
                          
                          
                          
                          
                          
                          21,250Common
      stock purchase warrants
                            issued to an employee(March 2007 at
                            estimated fair value of $0.12 per share)
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,925
                          
                          
                          
                          
                          
                          
                          
                          2,925Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (1,100,673
                          )
                          
                          
                          (1,100,673
                          )Balances
      at March 31, 2007
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          
                          10,958,333
                          
                          
                          $
                          10,958
                          
                          
                          $
                          648,456
                          
                          
                          $
                          (1,103,388
                          )
                          
                          $
                          (443,974
                          )


-
5 -


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 sold
                          to an employee(April
      2007 at $0.25
                          per share)
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        1,250
                        
                        
                        $
                        -
                        
                        
                        $
                        1,250Common
      stock sold in private placement
                          offerings (May andJune 2007 at
                          $1.00 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        257,500
                        
                        
                        
                        257
                        
                        
                        
                        231,493
                        
                        
                        
                        
                        
                        
                        
                        231,750Common
      stock issued as additional
                          consideration pursuant tolicense
                          agreement (June 2007 at $1.00 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        10,729
                        
                        
                        
                        11
                        
                        
                        
                        10,718
                        
                        
                        
                        
                        
                        
                        
                        10,729Common
      stock purchase warrants issued
                          to a director(June 2007 at estimated
                          fair value of $0.73 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        21,915
                        
                        
                        
                        
                        
                        
                        
                        21,915Common
      stock purchase warrants issued
                          in exchange forconsulting services
                          (June 2007 at estimated fair value
                          of
      $0.98 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        490,150
                        
                        
                        
                        
                        
                        
                        
                        490,150Common
      stock purchase warrants issued
                          in exchange forconsulting services
                          (June 2007 at estimated fair value
                          of
      $0.60 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        18,033
                        
                        
                        
                        
                        
                        
                        
                        18,033Common
      stock purchase warrants
                          issued to an employee(July 2007 at
                          estimated fair value of $0.73 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        109,680
                        
                        
                        
                        
                        
                        
                        
                        109,680Common
      stock purchase warrants
                          issued in exchange forconsulting
                          services (March 2008 at estimated fair
                          valueof
      $0.88 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        52,860
                        
                        
                        
                        
                        
                        
                        
                        52,860Common
      stock purchase warrants
                          exercised (March 2008at
      $0.02 per share)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        500,000
                        
                        
                        
                        500
                        
                        
                        
                        9,500
                        
                        
                        
                        
                        
                        
                        
                        10,000Contributed
      rent
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        10,080
                        
                        
                        
                        
                        
                        
                        
                        10,080Net
      loss
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,812,567
                        )
                        
                        
                        (1,812,567
                        )Common
      stock issued in reverse merger
                          (March 2008)
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        6,462,900
                        
                        
                        
                        6,463
                        
                        
                        
                        931,778
                        
                        
                        
                        
                        
                        
                        
                        938,241Balances
      at March 31, 2008
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        18,189,462
                        
                        
                        $
                        18,189
                        
                        
                        $
                        2,535,913
                        
                        
                        $
                        (2,915,955
                        )
                        
                        $
                        (361,853
                        )


-
6 -


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 issued as additional
                      consideration pursuant tolicense
                      agreement (April 2008 and March 2009
                      at$1.00 per share)
                    
                    
                    
                    
                    719,772
                    
                    
                    $
                    720
                    
                    
                    $
                    719,052
                    
                    
                    
                    $
                    719,772Share-based
      compensation related to
                      common stock purchasewarrants issued
                      to directors (April through October 2008
                      atestimated weighted-average fair value
                      of $0.80 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    550,555
                    
                    
                    
                    
                    550,555Convertible
      note payable and common
                      stock purchasewarrants issued to a
                      related party (May 2008 at estimated
                      fair
      value of $0.50 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    25,000
                    
                    
                    
                    
                    25,000Note
      payable and common stock purchase
                      warrants issuedto
      a related party
                      (October 2008 at estimated fair
                      value
      of $0.31 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    31,125
                    
                    
                    
                    
                    31,125Modification
      to previously issued
                      common stock purchasewarrants to a
                      related party (November 2008 at
                      estimatedfair value of $0.09 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,696
                    
                    
                    
                    
                    1,696Modifications
      to previously issued
                      common stockpurchase warrants to
                      outside investors (January 2009 at
                      weighted
      average estimated fair value
                      of $0.28 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    148,155
                    
                    
                    
                    
                    148,155Share-based
      compensation related to
                      modifications topreviously issued
                      common stock purchase warrants
                      (March
      2009 at estimated fair value of
                      $0.62 per share)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    79,696
                    
                    
                    
                    
                    79,696Share-based
      compensation related to
                      common shares issuedas
      part of
                      settlement agreements with former
                      employees(March
      2009 at $1.00
                      per share)
                    
                    
                    
                    
                    110,000
                    
                    
                    
                    110
                    
                    
                    
                    109,890
                    
                    
                    
                    
                    110,000Common
      stock issued in private
                      placement offering, netof
      offering
                      costs of $ 112,200 (March 2009 at $1.00
                      per
      unit)
                    
                    
                    
                    
                    1,870,000
                    
                    
                    
                    1,870
                    
                    
                    
                    1,755,930
                    
                    
                    
                    
                    1,757,800


-
7 -


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
                        issued in merger to relatedparties
                        (March 2009 at weighted average
                        estimated fairvalue of $1.00 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      $
                      1,948,237
                      
                      
                      
                      
                      
                      $
                      1,948,237Common
      stock purchase warrants issued
                        in private placementto
      related parties
                        (March 2009 at weighted average
                        estimated
      fair value of $0.80 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      403,350
                      
                      
                      
                      
                      
                      
                      403,350Contributed
      rent
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      5,880
                      
                      
                      
                      
                      
                      
                      5,880Net
      loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (4,544,521
                      )
                      
                      
                      (4,544,521
                      )Common
      stock issued in reverse merger
                      
                      
                      
                      
                      
                      
                      
                      
                      2,275,333
                      
                      
                      
                      2,275
                      
                      
                      
                      (127,775
                      )
                      
                      
                      
                      
                      
                      
                      (125,500
                      )Balances
      at March 31, 2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      23,164,567
                      
                      
                      
                      23,164
                      
                      
                      
                      8,186,704
                      
                      
                      
                      (7,460,476
                      )
                      
                      
                      749,392Conversion
      of related party note
                        payable into common stock(April 2009
                        at $0.22 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      600,000
                      
                      
                      
                      600
                      
                      
                      
                      131,400
                      
                      
                      
                      
                      
                      
                      
                      132,000Investor
      common stock purchase warrants
                        exercised for cashby
      related parties
                        for cash (June 2009 – 200,000 at $0.01
                        per
      share and 1,175,356 at $0.001
                        per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,375,356
                      
                      
                      
                      1,375
                      
                      
                      
                      1,800
                      
                      
                      
                      
                      
                      
                      
                      3,175Investor
      common stock purchase warrants
                        exercised cashless(May and June 2009
                        at exercise price of $1.10 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      21,764
                      
                      
                      
                      22
                      
                      
                      
                      (22
                      )
                      
                      
                      
                      
                      
                      
                      -Common
      stock purchase warrants exercised
                        cashless byformer employees (May
                        and June 2009 at weighted average
                        exercise
      price of $1.09 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      104,333
                      
                      
                      
                      104
                      
                      
                      
                      (104
                      )
                      
                      
                      
                      
                      
                      
                      -Share-based
      compensation related to
                        common stock purchasewarrants
                        issued to employees and a consultant
                        (April 2009at
      estimated weighted-average
                        fair value of $0.87 per share)
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      238,787
                      
                      
                      
                      
                      
                      
                      
                      238,787Contributed
      rent
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,260
                      
                      
                      
                      
                      
                      
                      
                      1,260Net
      loss
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (659,422
                      )
                      
                      
                      (659,422
                      )Balances
      at June 30, 2009 (Unaudited)
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      
                      25,266,020
                      
                      
                      $
                      25,265
                      
                      
                      $
                      8,559,825
                      
                      
                      $
                      (8,119,898
                      )
                      
                      $
                      465,192





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


(Unaudited)





For
      the Three Months Ended June 30,
              
              
              February
      28, 2006 (Inception) Through June 30, 20092009
              
              
              2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
              
              $
              (659,422
              )
              
              $
              (422,202
              )
              
              $
              (8,119,898
              )Adjustments
      used to reconcile net loss to net cash used in
                operating
      activities:Common
      stock issued pursuant to license agreements
              
              
              -
              
              
              
              20,833
              
              
              
              763,240Share-based
      compensation
              
              
              489,299
              
              
              
              183,438
              
              
              
              1,955,113Accretion
      expense – related parties
              
              
              3,000
              
              
              
              1,000
              
              
              
              44,125Charge
      for warrants issued in merger transaction -related
      parties
              
              
              -
              
              
              
              -
              
              
              
              1,948,237Charge
      for warrants issued in private placement transaction-
      related parties
              
              
              -
              
              
              
              -
              
              
              
              403,350Charges
      for modifications to warrants
              
              
              -
              
              
              
              -
              
              
              
              152,686Depreciation
      and amortization
              
              
              1,734
              
              
              
              1,298
              
              
              
              12,061Contributed
      rent
              
              
              1,260
              
              
              
              2,101
              
              
              
              17,220Loss
      on disposal of equipment
              
              
              -
              
              
              
              -
              
              
              
              2,444Changes
      in operating assets and liabilities:Other current assets
              
              
              (15,167
              )
              
              
              -
              
              
              
              (39,038
              )Accounts payable
              
              
              (230,438
              )
              
              
              30,840
              
              
              
              208,692Amounts due to UCD under sponsored researchagreement
              
              
              -
              
              
              
              80,000
              
              
              
              321,300Accrued liabilities
              
              
              (203,017
              )
              
              
              67,363
              
              
              
              (247,012
              )Amounts due to related parties
              
              
              (133,761
              )
              
              
              4,062
              
              
              
              208,382Net cash used in operating activities
              
              
              (746,512
              )
              
              
              (31,267
              )
              
              
              (2,369,098
              )CASH FLOWS FROM INVESTING
      ACTIVITIES:Cash
      proceeds from reverse merger transactions
              
              
              -
              
              
              
              -
              
              
              
              11,750Purchase
      of licenses
              
              
              -
              
              
              
              -
              
              
              
              (35,401
              )Purchase
      of property and equipment
              
              
              -
              
              
              
              -
              
              
              
              (7,423
              )Net cash used in investing activities
              
              
              -
              
              
              
              -
              
              
              
              (31,074
              )CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from the sale of common stock
              
              
              -
              
              
              
              -
              
              
              
              2,499,055Proceeds
      from the issuance of notes payable to related
                party
              
              
              -
              
              
              
              25,000
              
              
              
              825,000Proceeds
      from the sale of common stock warrants
              
              
              -
              
              
              
              -
              
              
              
              125,000Proceeds
      from the exercise of common stock warrants
              
              
              3,175
              
              
              
              -
              
              
              
              13,175Net cash provided by financing activities
              
              
              3,175
              
              
              
              25,000
              
              
              
              3,462,230Net
      increase (decrease) in cash and cash equivalents
              
              
              (743,337
              )
              
              
              (6,297
              )
              
              
              1,062,058Cash
      and cash equivalents at beginning of period
              
              
              1,805,395
              
              
              
              17,309
              
              
              
              -Cash
      and cash equivalents at end of period
              
              $
              1,062,058
              
              
              $
              11,042
              
              
              $
              1,062,058





-
9 -


OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)


(Unaudited)





For
      the Three Months Ended June 30,
              
              
              February
      28, 2006 (Inception) Through June 30, 20092009
              
              
              2008SUPPLEMENTAL DISCLOSURES OF CASH
      FLOW
                INFORMATION:Cash
      paid for:Interest
              
              $
              1,375
              
              
              $
              -
              
              
              $
              1,375Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -SUPPLEMENTAL DISCLOSURES OF
      NON-CASH
                INVESTING AND FINANCING
      ACTIVITIES:Note
      payable – related party converted to common stock
              
              $
              132,000
              
              
              $
              -Issuance
      of common stock pursuant to cashless exercises
                of
      warrants
              
              $
              126
              
              
              $
              -Discount
      on convertible note - related party
              
              $
              -
              
              
              $
              25,000





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


-
10 -


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. The name of the merged entity was changed to Apro Bio
Pharmaceutical Corporation (“Apro Bio”). 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”).





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 the method
of use of an issued patent related to the treatment of viral
infections.  On November 12, 2008, we executed a third license
agreement with RUC, which involves patent applications for the method 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.  From inception, we have not generated any revenues from
our operations.




-
11 -


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 June 30, 2009, had a deficit accumulated from inception of
$8,119,898, which included total non-cash charges from inception of
approximately $5.2 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.





Management
recognizes that we must generate additional cash resources to enable us to
continue operations. We intend to raise additional financing through equity
financings or through other means that we deem necessary, with a view to
bringing our products to market.  However, 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. If we are unable to raise
additional capital and ultimately unable to achieve profitable operations and
positive cash flows, we will not be able to meet our obligations and may have to
cease operations.





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 Statement No. 128,
“Earnings per Share” (“FAS 128”), any shares issuable for little or no cash
consideration are considered outstanding shares and are included in the
calculation of the weighted average number of common shares. Accordingly, for
the quarter ended June 30, 2009, the weighted average number of common shares
outstanding included 200,000 and 2,150,000 shares issuable under outstanding
common stock purchase warrants (“warrants”) that were immediately exercisable at
$0.01 and $0.001 per share, respectively.


-
12 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)




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 had
been issued. Potentially dilutive securities, such as stock purchase warrants
and convertible debt instruments, are excluded from the calculation when their
effect would be anti-dilutive. For the quarter ended June 30, 2009, outstanding
warrants of 10,615,044 and 25,000 shares issuable upon conversion of a note
payable, and for the quarter ended June 30, 2008, 2,032,500 outstanding warrants
have been excluded from the diluted share calculations as they were
anti-dilutive as a result of the net losses incurred. Accordingly, basic shares
equal diluted shares for all periods presented.





Share-based
Compensation





We
account for share-based compensation under FASB Statement No. 123 (revised
2004), “Share-Based Payment” (“FAS 123(R)”). FAS 123(R) 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. FAS 123(R) also requires the stock option or 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.





Recently issued accounting
pronouncements





In
December 2007, the FASB issued Statement No. 141 (revised), Business Combinations – a
replacement of FASB Statement No. 141 (“FAS 141(R)”),
which significantly changes the principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree. FAS 141(R) also provides guidance for recognizing and
measuring the goodwill acquired in the business combination and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. FAS 141(R) is
effective prospectively, except for certain retrospective adjustments to
deferred tax balances, for fiscal years beginning after December 15, 2008.
FAS 141(R) was effective for the Company beginning on April 1, 2009. The
adoption of this pronouncement did not have a material impact on our
consolidated financial statements.





In
December 2007, the FASB issued Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements, an Amendment of ARB 51 (“FAS 160”).
FAS 160 establishes accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary and
requires a new presentation on the face of the consolidated financial statements
to separately report the amounts attributable to controlling and non-controlling
interests.  This statement is effective prospectively, except for certain
retrospective disclosure requirements, for fiscal years beginning after
December 15, 2008. FAS 160 was effective for the Company beginning on April
1, 2009. The adoption of this statement did not have a material impact on our
consolidated financial statements.





In May
2009, the FASB issued Statement No. 165, Subsequent Events (“FAS
165”). FAS 165 establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, FAS 165 sets forth: 1)
The period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements; 2) The circumstances
under which an entity should recognize events or transactions occurring after
the balance sheet date in its financial statements; and 3) The disclosures that
an entity should make about events or transactions that occurred after the
balance sheet date. FAS 165 does not apply to subsequent events or transactions
that are within the scope of other applicable US GAAP that provide different
guidance on the accounting treatment for subsequent events or transactions. FAS
165 was effective for the Company for the three months ended June 2009. The
adoption of this statement did not have a material impact on our consolidated
financial statements.


-
13 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








In June
2009, the FASB issued Statement No. 166, Accounting for Transfers of
Financial Assets—an amendment of FASB Statement No. 140(“FAS
166”).  The objective of FAS 166 is to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. FAS 166 is effective for fiscal years beginning
after November 15, 2009, for interim periods within that first annual reporting
period and for interim and annual reporting periods thereafter. Earlier
application is prohibited.  FAS 166 must be applied to transfers
occurring on or after the effective date.  The adoption of this
statement is not expected to have a material impact on our consolidated
financial statements.





In June
2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation
No. 46(R) (“FAS 167”). The objective of FAS 167 is to improve financial
reporting by enterprises involved with variable interest entities, in particular
to address:  1) the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FASB Statement No. 166, Accounting for Transfers of
Financial Assets, and (2) constituent concerns about the application of
certain key provisions of Interpretation 46(R), including those in which the
accounting and disclosures under the Interpretation do not always provide timely
and useful information about an enterprise’s involvement in a variable interest
entity. This Statement is effective for fiscal years beginning after November
15, 2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter.  Earlier application is
prohibited.  The adoption of this statement is not expected to have a
material impact on our consolidated financial statements.





In June
2009, the FASB issued Statement No. 168, TheFASB Accounting Standards
CodificationTMand the Hierarchy of Generally
Accepted Accounting Principles—a replacement of FASB Statement No. 162(“FAS 168”). FAS 168 will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
Securities and Exchange Commission (SEC) under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. On the
effective date of this Statement, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative. Following this Statement, the FASB will not issue
new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts. Instead, it will issue Accounting Standards
Updates. The FASB will not consider Accounting Standards Updates as
authoritative in their own right. Accounting Standards Updates will serve only
to update the Codification, provide background information about the guidance,
and provide the bases for conclusions on the change(s) in the Codification. FAS
168 is effective for financial statements issued for interim and annual periods
ending after September 15, 2009.  The adoption of this statement is
not expected to have a material impact on our consolidated financial
statements.





In
December 2007, the Emerging Issues Task Force (“EITF”) reached consensus on EITF
Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF 07-1”). EITF
07-1 defines collaborative arrangements and establishes reporting requirements
for transactions between participants in a collaborative arrangement and between
participants in the arrangement and third parties.  EITF 07-01 also
establishes the appropriate income statement presentation and classification for
joint operating activities and payments between participants, as well as the
sufficiency of the disclosures related to these arrangements. EITF 07-1 was
effective for the Company beginning April 1, 2009 and is applied retrospectively
as a change in accounting principle for collaborative arrangements existing at
the effective date. The adoption of this pronouncement did not have a material
impact on our consolidated financial statements.





In June
2008, the EITF reached consensus on EITF Issue No. 07-5, “Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 supersedes EITF Issue No. 01-6,
“The Meaning of ‘Indexed to a Company's Own Stock,” and provides additional
guidance for determining whether an equity-linked financial instrument (or
embedded feature) is indexed to an entity's own stock. EITF 07-5 was
effective for the Company beginning April 1, 2009 and was applicable to
outstanding instruments as of that date. The adoption of this pronouncement did
not have a material impact on our consolidated financial
statements.


-
14 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








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.





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 a merger (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 which allowed 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.


-
15 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








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.





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 “BCP Warrant”).  The BCP Warrant expires on March 31,
2014.  During June 2009, we issued 975,356 shares of our common stock
pursuant to an equivalent number of warrants that were exercised under the BCP
Warrant.





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 Statement No. 133 - Accounting for Derivative
Instruments and Hedging Activities(“FAS 133”), which require 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
paragraph 11(a) of FAS 133.  As further required, we reviewed the
requirements for equity classification contained in paragraphs 12-32 of EITF
Issue No. 00-19 – “Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock” (“EITF 00-19”).  We
concluded that all of the criteria as outlined in paragraphs 12-32 of EITF 00-19
had been met and that equity classification was
appropriate.


-
16 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)





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 purchased by an outside
director of the Company and 5,000 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 FAS 123(R).  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.








NOTE
3 – PRIVATE PLACEMENT





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 “Units”). We sold the Units at a price of $1.00 per Unit
and issued 1,870,000 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 issued
to investors in the Private Placement expire March 31, 2014.





The
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 offering, 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 in the amount of $403,350 as calculated using the
Black-Scholes model.





We
evaluated the Private Placement warrants as potential free standing derivatives
under the criteria in FAS 133, 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
paragraph 11(a) of FAS 133.  As further required, we reviewed the
requirements for equity classification contained in paragraphs 12-32 of EITF
00-19.  We concluded
that all of the criteria as outlined in paragraphs 12-32 had been met and that
equity classification was appropriate.


-
17 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








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





A summary
of investor warrant activity for the quarter ended June 30, 2009 is as
follows:





Number
      of
                                            WarrantsOutstanding
      and exercisable at March 31, 2009
                                          
                                          
                                          10,107,400Granted
                                          
                                          
                                          -Exercised
                                          
                                          
                                          (1,400,356
                                          )Forfeited/expired
                                          
                                          
                                          -Outstanding,
      vested and exercisable at June 30, 2009
                                          
                                          
                                          8,707,044








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.





We
concluded that the Bathgate note met the definition of “conventional convertible
debt,” as defined in EITF 00-19 and affirmed in EITF Issue No. 05-2 – “Meaning
of ‘Conventional Convertible Debt Instrument’ in Issue No. 00-19),” as the note
holder may only realize the value of the conversion option by exercising the
option 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 FAS 133 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 FAS 133 and did not require separate accounting from the debt
instrument.


-
18 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








In
accordance with the Accounting Principles Board Opinion No. 14 (“APB 14”), we allocated the cash
proceeds received to both the Bathgate note and warrant 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
concluded that the conversion feature in the Bathgate note met the definition of
a “beneficial conversion feature” as outlined in EITF Issue No. 98-5 “Accounting
for Convertible Securities With Beneficial Conversion Features or Contingently
Adjustable Conversion Features(“EITF 98-5”) andEITF Issue No. 00-27 -
Application of Issue No.  98-5 to Certain Convertible Instruments(“EITF 00-27”). 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 EITF 98-5, 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, or an initial carrying
value of the Bathgate note of $-0-.  We are amortizing the discount
over the life of the note and recorded $3,000 of accretion expense for the
quarter ended June 30, 2009.





We
evaluated the Bathgate warrant as a potential free standing derivative under the
criteria in FAS 133, 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 paragraph 11(a) of FAS 133. As further required, we
reviewed the requirements for equity classification contained in paragraphs
12-32 of EITF 00-19. We 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”), 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.





Other
obligations





On May
31, 2008, the Chief Executive Officer and President of Apro Bio resigned from
these positions. Subsequently on October 1, 2008, the individual 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 within
five business days of the closing of the Merger.  In the quarter ended
March 31, 2009, we recorded a charge for share-based compensation related to
these shares in the amount of $60,000, based on the fair value of the stock of
$1.00 per share.





Employment
Agreements





As of
March 31, 2008, Apro Bio had employment agreements with its CEO and Executive
Vice President requiring minimum annual compensation to each of $150,000 and
payment of benefits including car allowance of $600 each per month and
reimbursement of health care costs. Both individuals resigned during fiscal year
2009 and there are no
obligations outstanding under these agreements. We do not have any contractual
employment agreements as of June 30, 2009.




-
19 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








NOTE
5 – COMMITMENTS AND CONTINGENCIES





Bacterial Infection
License





As of
June 30, 2009, our current commitments under our SRA associated with this
license were as follows:





Payment
2:         $80,000      on
or before July 1, 2009


Payment
3:         $80,000      on
or before October 1, 2009


Payment
4:         $81,300     on or before January 1, 2010


$241,300





Payment 2
was made on July 1, 2009. If the SRA is terminated by us, (which may only be
done upon 60 days written notice) for any reason, prior to termination of the
license agreement, we may still be required to reimburse UCD for its total
actual and reasonable costs incurred for the project through the date of
termination, including costs necessary to implement the early termination of the
SRA and costs incurred as a result of non-cancellable obligations that may
extend beyond the date of such termination.





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 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 the
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. These shares
were included in our total outstanding shares of common stock as of March 31,
2009.





As of
June 30, 2009, we have no further obligations for common share issuances to RUC
under any of the three license agreements.





Viral Infection
License





As of
June 30, 2009, we had not executed an SRA related to this license.





Cell Transplant/Graft
Rejection





As of
June 30, 2009, we had not executed an SRA related to this license.





-
20 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








All three
license agreements require future royalty payments to the RUC as summarized
below:





License
      Date
            Field
      of Use
            Minimum
      Royalties
            Milestone
      Royalties
            Earned
      Royalties
            Sublicense
      RoyaltiesMay
      15, 2006
            Anthrax;
      TB; Bacterial Pneumonia
            $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
            Cell
      Graft Rejection
            $50,000
      per year after first commercial sale
            $25,000
      to $200,000 (3)
            3%
      of Net Sales
            20%
      to 30%




(1)
Payable $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 $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 $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.





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





For the
quarters ended June 30, 2009 and 2008, we utilized, free-of-charge, office space
of BCP, a stockholder and a related party. We calculated the value of our
approximate utilized office space at $1,260 and $2,100 for the quarters ended
June 30, 2009 and 2008, respectively, and recorded non-cash charges for these
amounts.








NOTE
6 – STOCKHOLDERS’ EQUITY





In April
2008, pursuant to a stock purchase agreement associated with our SRA for our
bacterial license, we issued 20,833 shares of our common stock to
ULEHI.





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 the current 50,000,000 and to increase our authorized
preferred shares to 5,000,000 from the current 1,000,000. The par values of the
common and preferred shares were not changed.


-
21 -





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








For the
quarter ended June 30, 2009, we issued 1,501,453 shares of our common stock
pursuant to warrant exercises. A total of 1,175,356 warrants were exercised for
$0.001 per share and 200,000 warrants were exercised for $0.01 per share
generating $3,175 of cash.  In addition, a total of 126,097 net shares
were issued pursuant to cashless provisions of 140,000 warrants exercisable at a
weighted average price of $1.09 per share.








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 FAS 123(R). For
warrants issued to outside consultants (i.e., non-employees), we calculate
share-based compensation under the applicable provisions of FAS 123(R) and EITF
96-18, “Accounting for Equity Instruments That are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling Goods or Services”(“EITF 96-18”).
FAS 123(R) requires fair value accounting for equity securities issued to
non-employees, and EITF 96-18 specifies the measurement date for recording
compensation cost.





For
warrants issued in the quarters ended June 30, 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
had immediate vesting and 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.





The
following table provides the range of assumptions used in the Black-Scholes
pricing model for warrants granted during the quarters ended June 30, 2009 and
2008, respectively:





June
      30, 2009
                  
                  June
      30, 2008Expected
      life (years)
                  5.0
      to 7.0
                  
                  7.0Expected
      volatility
                  100%
                  
                  100.5%Risk-free
      interest rate
                  1.86
      to 3.37%
                  
                  2.1
      to 3.03%Dividend
      yield
                  0%
                  
                  0%




Issuances for the quarter
ended June 30, 2008





On April
11, 2008, we authorized the issuance of 100,000 common stock purchase warrants
to a director for service during the year ended March 31, 2008 (for Apro Utah,
prior to the merger with Maxcure). The warrants vested immediately and expire on
April 15, 2015 at an exercise price of $1.25. For the three months ended June
30, 2008, we recorded a charge for share-based compensation of $81,528,
calculated using the following assumptions: exercise price of $1.25 expected
life of seven years, assumed stock price of $1.00 at date of grant, dividend
yield of 0%, interest rate of 3.03%, and volatility of 100.5%.





-
22 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








On April
15, 2008, we authorized the issuance of an aggregate of 500,000 common stock
purchase warrants exercisable at $1.25 and expiring on April 15, 2015 to five
directors (100,000 warrants to each) for service for fiscal year 2009. The
director warrants vested quarterly during fiscal year 2009, with each tranche
vested on the first day of a fiscal quarter.  Our President and CEO
subsequently resigned from his capacities as an officer effective May 31, 2008,
and as a director on October 1, 2008 and, as result, vested one-half or 50,000
of his warrants. For the three months ended June 30, 2008, we recorded a charge
for share-based compensation of $101,910, calculated using the following
assumptions: exercise price of $1.25 expected life of seven years, assumed stock
price of $1.00 at date of grant, dividend yield of 0%, interest rate of 2.1%,
and volatility of 100.5%.





Issuances for the quarter
ended June 30, 2009





On April
7, 2009, we issued a warrant to our Acting Chief Executive Officer, who is also
a director, 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.  This warrant expires on April 7, 2016.  For
the three months ended June 30, 2009, we recorded a charge for share-based
compensation of $176,658, calculated using 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 issued 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.  For the three months ended June 30, 2009, we recorded a charge
for share-based compensation of $44,165, calculated using 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 issued a warrant to a medical consultant to purchase 48,000 shares
of our common stock at an exercise price of $1.25 per share. Shares under this
warrant vest as services are provided monthly over one year. This warrant
expires on April 1, 2014.  For the three months ended June 30, 2009,
we recorded a charge for share-based compensation using the straight-line method
over the vesting term of the grant of $17,964, calculated using 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%.





On July
30, 2009 and pursuant to our compensation program for directors (whereby a
director receives a grant of 100,000 warrants in his/her first year 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 in exchange for director services for the fiscal year ended
March 31, 2010.  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 three years on the
majority of our outstanding warrants and common shares.  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.


-
23 -


OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements (Unaudited)








For the
three months ended June 30, 2009, we recorded a charge for share-based
compensation for the warrants granted to the directors on July 30, 2009 of
$250,512, which represented expense for 50,000 warrants that vested as of April
1, 2009 and 25% of the total fair value related to 200,000 warrants that will
vest as of March 31, 2010.  As of June 30, 2009, we recorded a
corresponding liability in the amount of $250,512 as, prior to June 30, 2009,
our Board had informally approved the grant of these warrants as part of the
director compensation program and such warrants were compensation for services
provided during the quarter ended June 30, 2009; however, the Board did not
formally approve the grant of the warrants until July 30,
2009.  Based on
the formal Board approval and in our second fiscal quarter ended September 30,
2009, we credited this liability to additional paid in
capital.  We calculated the estimated fair value of these
warrants using 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 warrants that did not immediately vest, we recorded
share-based compensation using the straight-line method over the vesting term of
the grant.





Share-based
compensation recorded for the quarters ended June 30, 2009 and 2008 was as
follows:





June
      30, 2009
                    
                    
                    June
      30, 2008Employees,
      former employees and directors
                    
                    $
                    471,335
                    
                    
                    $
                    183,438Outside
      consultants
                    
                    
                    17,964
                    
                    
                    
                    -$
                    489,299
                    
                    
                    $
                    183,438





The
weighted average grant date fair value of warrants issued under share-based
compensation agreements for the quarters ended June 30, 2009 and 2008 was $1.34
and $0.82 per share, respectively.





A summary
of warrant activity related to warrants issued under share-based compensation
agreements for the quarter ended June 30, 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
            973,000
            
            $1.24Exercised
            (115,000)
            
            $1.09Forfeited/expired/cancelled
            -
            
            -Outstanding
      at June 30, 2009
            1,908,000
            
            $1.24
            
            5.9
            
            $  3,360,000Vested
      and exercisable at June 30, 2009
            1,297,000
            
            $1.23
            
            6.4
            
            $  2,297,000





(a)
Calculated using the estimated fair value of our common stock price as of June
30, 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.  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, biohazards and transplant rejection.





We are
the licensee of filed, but not yet issued, patents related to composition of
matter and method of use for an existing FDA approved drug, Alpha 1-Antitrypsin
(“AAT”), for treating organ transplantation, including islet transplantation for
the treatment of diabetes and bacterial infections including bacterial
pneumonia, tuberculosis and anthrax.  We have also licensed an
existing patent for the treatment of viral infection including HIV and
influenza.


-
25 -


To date,
our business efforts have been largely dedicated in pursuing additional capital
in order to continue funding Sponsored Research Agreements (“SRAs”) to further
our licensed science for the treatment of bacterial disease, and in funding SRAs
for the furtherance of our licensed science for the treatment of viral disease
and cell/graft rejection.





We have
acquired and plan to acquire and develop existing and novel therapies that we
believe have the potential to move through clinical trials
quickly.  We also plan to shepherd them through the FDA approval
processes and advance them through commercialization.  This core
strategy is based on licensing issued patents and patent applications, which
will initially involve an existing FDA approved drug that has come off of its
initial patents for new and novel uses in treating disorders.





We intend
to outsource the normally capital intensive scientific research function to
academic research institutions such as UCD, where we currently have an
SRA.  This approach would provide a specific scientific budget for us
to fund 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 the viability of financial forecasting.  With this
approach, we expect to be able to focus on working with the 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 the world-wide
licensing rights and our existing and pending collaborative SRAs with
UCD.





Recent
Developments





On March
31, 2009, we closed a $1,870,000 private placement offering to four investors
(the “Private Placement”). To date, this is our largest capital
raise.  See further discussion under the caption “Liquidity and
Capital Resources” under this item.





During
the quarter ended June 30, 2009, we refocused our scientific and business
initiatives following completion of the Private Placement, which has allowed us
the interim financial resources necessary to advance our research and clinical
programs and continue the processing of our patent applications with the United
States Patent and Trade Office (the “USPTO”).





Bacterial License and
Associated Sponsored Research Agreement





The
completion of the Private Placement allowed us to continue making payments under
our SRA related to this license with UCD.  We are in the third year of
payments under this SRA.  Concurrently with this work, we are
continuing to pursue our bacterial patent applications with the USPTO as well as
international applications.





Viral License and Pending
Viral Sponsored Research Agreement





We
believe that we are in the late stages of finalizing and executing an SRA with
UCD concerning our licensed and issued patent related to the method of use of
AAT on viral infection.  We expect that upon consummation of the SRA,
we will be obligated to initially expend approximately $55,000 quarterly for a
period of two years. Additionally, we are continuing to pursue various other
viral patent applications with the USPTO.





Graft Host and Rejection
License and Associated Sponsored Research Agreement:





In
November 2008, we executed a third license agreement with UCD related to the
method of use of AAT to reduce the risk of transplant rejection in patients in
need of an organ transplant.  Shortly before we executed this license
agreement, scientists associated with Omni published in the “Publications of the
National Academy of Sciences” the results of a study disclosing that when islet
transplants were conducted in diabetic mice while being administered AAT, the
mice did not reject the islet transplants, began to produce insulin, indicating
healthy islet activity, and became non-diabetic symptomatically through the
tenure of the test.  We presently are in process of negotiating an SRA
with UCD on this graft host technology.


-
26 -


Changes in Corporate
Officers and Scientific Advisory Board :





During
the June 2009 quarter, we appointed Dr. Charles Dinarello as our Acting Chief
Executive Officer,  Robert Ogden as our Chief Financial Officer and
Edward Larkin as our Chief Operating Officer. Additionally, we added Dr. Eli
Lewis to our Scientific Advisory Board.





Results
of Operations For the Three Months Ended June 30, 2009 Compared to the Three
Months Ended June 30, 2008





The
following discussion relates to our operations for the three months ended June
30, 2009 (the “June 2009 quarter”) as compared to the three months ended June
30, 2008 (the “June 2008 quarter”).





For the
June 2009 quarter, we reported a net loss of $659,422 compared to a net loss for
of $422,202 for the June 2008 quarter, an increase of $237,220. We have not
reported any revenue since inception.





General
and administrative expenses for the June 2009 quarter were $655,952 and included
$489,299 of share-based compensation as compared to $320,365 for the June 2008
quarter, which included $183,438 of share-based compensation. Excluding
share-based compensation, general and administrative expenses in the June 2009
quarter increased $29,726 or approximately 22% from the June 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 and insurance that were incurred in the June 2009 quarter and not
incurred in the June 2008 quarter when we were not an SEC reporting
company.  These expenses were offset by lower employee related
expenses for payroll, payroll taxes, health benefits and travel in the June 2009
quarter versus the June 2008 quarter due to lower headcount in the June 2009
quarter as compared to the June 2008 quarter.





Research
and development expenses for the June 2009 quarter were $-0- as compared to
$80,000 for the June 2008 quarter as a result of the SRA expense incurred in the
June 2008 quarter related to our bacterial license.  We did not enter
into any additional SRAs during the June 2009 quarter.





Interest
expense, net of interest income, for the June 2009 quarter was $470 as compared
to $4 for the June 2008 quarter primarily due to a full quarter’s interest
expense on a note payable to a related party in the amount of $25,000 that was
entered into in May 2008.  In the June 2009 quarter, we recognized
interest income of $404 related to approximately $500,000 of cash generated from
our Private Placement that we invested in an interest bearing, money-market
account at the end of the quarter.





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, the lack of any revenue recognized since inception,
our inception to date net losses, which total approximately $8.2 million and
include non-cash charges of approximately $5.2 million, 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.


-
27 -


We
enhanced our liquidity with the completion of the Private Placement on March 31,
2009. Under its terms, we sold units, consisting of one share of our common
stock and common stock purchase warrants as follows:  one 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 at an exercise price of
$0.50 per share and one warrant to purchase one share of our common stock at an
exercise price of $1.00 per share (the “Units”).  We sold the Units at
a price of $1.00 per Unit and issued 1,870,000 Units for gross cash proceeds of
$1,820,000 and the conversion of a note payable to a related party of $50,000.
In connection with the offering, we paid to Bathgate Capital Partners LLC
(“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.  On April 1, 2009, a related party also converted the principal
balance of its $132,000 note in exchange for 600,000 shares of our common stock
pursuant to the conversion rights included in the note.





We
believe that the cash raised from the Private Placement is sufficient to fund
our operations through December
31, 2009, including potential research and development that is in addition to
our anticipated new SRAs.  We intend to raise additional financing
through equity financings or through other means that we deem necessary, with a
view to moving forward and sustaining prolonged growth. However, 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. If we
are unable to raise additional capital and expected significant revenues do not
result in positive cash flow, we will not be able to meet our obligations and
may have to cease operations.





Cash and Cash
Flows





Our cash
and cash equivalents at June 30, 2009 were $1,062,058 as compared to $1,805,395
at March 31, 2009 and $17,309 at March 31, 2008.  For the quarter
ended June 30, 2009, net cash used in operations was $746,512 as compared to net
cash used in operations of $31,267 for the quarter ended June 30, 2008. The
primary use of cash for the current quarter was for general and administrative
expenses (excluding share-based compensation) of approximately $174,000 and a
significant decrease from March 31, 2009 to June 30, 2009 of approximately
$567,000 in accounts payable, accrued liabilities and amounts due to related
parties (which included significant settlement agreements with former officers)
as a result of pay-down on these liabilities that had largely been incurred
during the first nine months of fiscal year 2009.  The build-up of
these liabilities as of March 31, 2009 was a result of the Company having
negligible cash on hand during fiscal year 2009 to settle liabilities on
reasonable and, as applicable, contractual payment terms. For the quarter ended
June 30, 2008, the primary use of cash was for general and administrative
expenses (excluding share-based compensation) and research and development
expenses of approximately $207,000, and the primary source of cash was a net
increase of approximately $178,000 from March 31, 2008 to June 30, 2008 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 quarter ended June 30, 2008
as noted above.





For the
quarters ended June 30, 2009 and 2008, we did not generate or expend any cash
from investing activities. For the quarter ended June 30, 2009, net cash
provided by financing activities was $3,175 and was attributable to the
exercises of common stock purchase warrants.  For the quarter ended
June 30, 2008, net cash provided by financing activities was $25,000 from a note
payable executed with a related party.





As a
result of completing the Private Placement, we anticipate increasing our
research and development activities commensurate with the requirements
associated with our pending expected execution of two new SRAs with RUC and the
associated expenditure levels that will be required by those
agreements.  We presently anticipate that the aggregate annual
expenditure levels required by these two pending SRAs will total approximately
$550,000 to $650,000 annually, and require that we expend those amounts for a
period of two to three years from the date of the agreements. We anticipate that
we will execute these agreements in the second half of calendar year
2009.


-
28 -


Furthermore, we continue to incur operating expenses of
approximately $60,000 per month, including (a) amounts for salaries and other
corporate overhead and (b) legal and accounting fees associated with our patent
filings and public company reporting and compliance requirements. Additionally,
during the quarter ended September 30, 2009, we expect to incur approximately
$60,000 related to our next SRA and approximately $20,000 associated with our
registration requirements of the Private Placement.  We expect to
continue depleting our working capital until such time, if ever, we successfully
sublicense or commercialize our license rights from patent
holders.


Director Warrant
Issuance
 
 On July
30, 2009 and pursuant to our compensation program for directors (whereby a
director receives a grant of 100,000 warrants in his/her first year 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 in exchange for director services for the fiscal year ended
March 31, 2010.  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 three years on the
majority of our outstanding warrants and common shares.  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.
 
 For the
three months ended June 30, 2009, we recorded a charge for share-based
compensation for the warrants granted to the directors on July 30, 2009 of
$250,512, which represented expense for 50,000 warrants that vested as of April
1, 2009 and 25% of the total fair value related to 200,000 warrants that will
vest as of March 31, 2010.  As of June 30, 2009, we recorded a
corresponding liability in the amount of $250,512 as, prior to June 30, 2009,
our Board had informally approved the grant of these warrants as part of the
director compensation program and such warrants were compensation for services
provided during the quarter ended June 30, 2009; however, the Board did not
formally approve the grant of the warrants until July 30, 2009.  Based
on the formal Board approval and in our second fiscal quarter ended September
30, 2009, we credited this liability to additional paid-in
capital.  We calculated the estimated fair value of these warrants
using 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 warrants that did not immediately vest, we recorded
share-based compensation using the straight-line method over the vesting term of
the grant.




Contractual
Obligations





There
were no changes in our current material obligations since March 31,
2009.  As of June 30, 2009, our material contractual obligations are
payments due under an SRA to the UCD in the amount of $241,300, all of which is
due by January 1, 2010 and a note payable to a related party in the amount of
$25,000, which is due in June 2010.  On July 1, 2009, we made a
payment under the SRA of $80,000.





Critical
Accounting Policies





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





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.


-
29 -





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 Securities and Exchange Commission’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. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
 
 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 Securities Exchange Act
of 1934) as of June 30, 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 at the
reasonable assurance level.
 
 Internal Control over
Financial Reporting
 
 There was
no change in our internal control over financial reporting during the quarter
ended June 30, 2009 that materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.




-
30 -


PART
II - OTHER INFORMATION.
 
 Item
1.  Legal Proceedings.
 
 None.
 
 
 Item
1A.  Risk Factors.
 
 As a
smaller reporting company, we are not required to provide this
information.


Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 On April
1, 2009, we issued 48,000 warrants to purchase our common stock to a consultant
as compensation for services to be provided to us.  The warrants are
exercisable at $1.25 per share and expire on April 1, 2014.  The warrants
were issued under Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act").
 
 On April
7, 2009, we issued 600,000 warrants to purchase our common stock to our Acting
CEO and director, Dr. Charles Dinarello, as compensation for services to be
provided to us.  The warrants are exercisable at $0.50 per share and
expire on April 7, 2016.  The warrants were issued under Section 4(2)
of the Securities Act.
 
 On April
15, 2009, we issued 50,000 warrants to purchase our common stock to our Chief
Financial Officer, Robert Ogden, as compensation for services to be provided to
us.  The warrants are exercisable at $0.50 per share and expire on
April 15, 2016.  The warrants were issued under Section 4(2) of the
Securities Act.
 
 
 Item
3.  Defaults Upon Senior Securities.
 
 None.
 
 
 Item
4.  Submission of Matters to a Vote of Security Holders.
 
 On April
16, 2009, we received the consent of majority shareholders, as permitted
under the Colorado Business Corporation Act, to take the following corporate
actions:
 
 1. 
Amend our Articles of Incorporation to change our corporate name from “Across
America Financial Services, Inc.” to “Omni Bio Pharmaceutical, Inc.”
 
 2.
 Amend 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.
 
 A total
of 12,501,834 voting shares out of 23,764,567 voting shares, or approximately
52.61% of our outstanding voting shares, approved the corporate actions.
Subsequently, we filed a Form 14C Information Statement with the SEC and sent
the Information Statement to our shareholders.  We filed Articles of
Amendment to our Articles of Incorporation reflecting these changes with the
Colorado Secretary of State on May 27, 2009.
 
 
 Item
5.  Other Information.
 
 None.
  - 31


Item
6.  Exhibits.





The
exhibits identified below are filed as part of this report:




EXHIBIT #
              DESCRIPTION3.1
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the
      Registrant’s Registration Statement on Form SB-2 filed on March 2,
      2007)3.2
              Bylaws
      (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration
      Statement on Form SB-2 filed on March 2, 2007)3.3
              Articles
      of Amendment for Across America Financial Services, Inc. including
      Amendment to Articles of Incorporation of Across America Financial
      Services, Inc. (incorporated by reference to Exhibit 3.3 to the
      Registrant’s Form 8-K filed on June 2, 2009)4.1
              Warrant
      dated January 12, 2007 for Safe Harbor Business Development Company
      (incorporated by reference to Exhibit 10.1 to the Registrant’s
      Registration Statement on Form SB-2 filed on March 2,
  2007)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


-
32-


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.July
      31, 2009
                  By: /s/   Charles A. Dinarello,
      M.D.Charles
      A. Dinarello, M.D.Acting
      Chief Executive Officer(Principal
      Executive Officer)July
      31, 2009
                  By: /s/   Robert C.
      OgdenRobert
      C. OgdenChief
      Financial Officer(Principal
      Financial and Accounting Officer)







- 33-