##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended December 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number:000-52530
 Omni Bio Pharmaceutical, Inc.
  Colorado
    
    20-8097969(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111
 (303) 867-3415
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### Table of Contents



EXPLANATORY NOTE




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARYTABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATIONItem 1. Financial Statements.Consolidated Balance Sheets  December 31, 2009 and March 31, 2009 (unaudited)
    
    
    2Consolidated Statements of Operations  For the three months ended December 31, 2009 and 2008 (unaudited)
    
    
    3Consolidated Statements of Operations  For the nine months ended December 31, 2009 and 2008, and February 28, 2006 (Inception) through December 31, 2009 (unaudited)
    
    
    4Consolidated Statements of Stockholders Equity  As of and for the nine months ended December 31, 2009 (unaudited)
    
    
    5Consolidated Statements of Cash Flows  For the nine months ended December 31, 2009 and 2008, and February 28, 2006 (Inception) through December 31, 2009 (unaudited)
    
    
    7Notes to Consolidated Financial Statements(unaudited)
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    26Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    
    32Item 4T. Controls and Procedures.
    
    
    33PART II: OTHER INFORMATIONItem 1. Legal Proceedings.
    
    
    33Item 1A. Risk Factors.
    
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    34Item 3. Defaults Upon Senior Securities.
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    35Item 5. Other Information.
    
    
    35Item 6. Exhibits.
    
    
    36Signature
    
    
    37Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 December 31, 2009
    
    
    March 31, 2009(Unaudited)
    
    
    (Unaudited)(As restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    790,292
    
    
    $
    1,805,395Other current assets
    
    
    16,939
    
    
    
    21,772Total current assets
    
    
    807,231
    
    
    
    1,827,167Property and equipment, net
    
    
    1,169
    
    
    
    2,250Intangible assets, net
    
    
    68,412
    
    
    
    72,300Total long-term assets
    
    
    69,581
    
    
    
    74,550TOTAL ASSETS
    
    $
    876,812
    
    
    $
    1,901,717LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    112,306
    
    
    $
    282,935Amounts due to UCD under sponsored research agreement
    
    
    81,300
    
    
    
    321,300Accrued liabilities
    
    
    61,977
    
    
    
    56,817Accrued compensation and related benefits and taxes
    
    
    7,625
    
    
    
    211,012Amounts due to related parties
    
    
    4,500
    
    
    
    138,261Note payable  related party
    
    
    
    
    
    
    132,000Total current liabilities
    
    
    267,708
    
    
    
    1,142,325Note payable  related party, net of discount of $6,000 and
$15,000, respectively
    
    
    19,000
    
    
    
    10,000Total liabilities
    
    
    286,708
    
    
    
    1,152,325Commitments and ContingenciesStockholders equity:Preferred stock, $0.10 par value; 5,000,000 shares
authorized; -0- shares
issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 200,000,000 shares authorized;
27,242,485 and 23,164,567 shares issued and outstanding,
respectively
    
    
    27,242
    
    
    
    23,164Additional paid-in capital
    
    
    20,395,931
    
    
    
    8,186,704Deficit accumulated during the development stage
    
    
    (19,833,069
    )
    
    
    (7,460,476
    )Total stockholders equity
    
    
    590,104
    
    
    
    749,392TOTAL LIABILITIES AND STOCKHOLDERSEQUITY
    
    $
    876,812
    
    
    $
    1,901,717
   2




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
 For the Three Months EndedDecember 31,2009
    
    
    2008(As restated)Operating expenses:General and administrative (including share-based compensation
of $2,317,780 and $122,372, respectively)
    
    $
    2,551,157
    
    
    $
    239,952Research and development
    
    
    
    
    
    
    81,300Total operating expenses
    
    
    2,551,157
    
    
    
    321,252Loss from operations
    
    
    (2,551,157
    )
    
    
    (321,252
    )Non-operating expenses:Interest income (expense), net
    
    
    1,063
    
    
    
    (1,321
    )Accretion expense on notes payable   related party
    
    
    (3,000
    )
    
    
    (17,386
    )Charge for modification to warrant
    
    
    (2,479,000
    )
    
    
    Total non-operating expenses
    
    
    (2,480,937
    )
    
    
    (18,707
    )Net loss
    
    $
    (5,032,094
    )
    
    $
    (339,959
    )Basic and diluted net loss per share
    
    $
    (0.19
    )
    
    $
    (0.02
    )Weighted average shares outstanding  basic and diluted
    
    
    27,073,918
    
    
    
    18,210,295
   3




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 February 28, 2006For the Nine Months Ended
    
    
    (Inception) throughDecember 31,
    
    
    December 31, 20092009
    
    
    2008(As restated)
    
    
    
    
    
    (As restated)Operating expenses:General and administrative (including share-based
compensation of $3,652,595, $428,184 and
$5,118,409, respectively)
    
    $
    4,270,305
    
    
    $
    761,540
    
    
    $
    7,228,561License fee  related party
    
    
    5,615,980
    
    
    
    
    
    
    
    5,615,980Research and development
    
    
    
    
    
    
    241,300
    
    
    
    1,132,497Charge for common stock issued pursuant to
license agreements
    
    
    
    
    
    
    20,833
    
    
    
    763,240Total operating expenses
    
    
    9,886,285
    
    
    
    1,023,673
    
    
    
    14,740,278Loss from operations
    
    
    (9,886,285
    )
    
    
    (1,023,673
    )
    
    
    (14,740,278
    )Non-operating expenses:Interest income (expense), net
    
    
    1,692
    
    
    
    (1,843
    )
    
    
    (59,393
    )Accretion expense on notes payable 
related party
    
    
    (9,000
    )
    
    
    (21,386
    )
    
    
    (50,125
    )Charges for warrants issued in merger  related parties
    
    
    
    
    
    
    
    
    
    
    (1,948,237
    )Charge for warrants issued in private placements 
related parties
    
    
    
    
    
    
    
    
    
    
    (403,350
    )Charges for modifications to warrants
    
    
    (2,479,000
    )
    
    
    
    
    
    
    (2,631,686
    )Total non-operating expenses
    
    
    (2,486,308
    )
    
    
    (23,229
    )
    
    
    (5,092,791
    )Net loss
    
    $
    (12,372,593
    )
    
    $
    (1,046,902
    )
    
    $
    (19,833,069
    )Basic and diluted net loss per share
    
    $
    (0.47
    )
    
    $
    (0.06
    )Weighted average shares outstanding  basic and diluted
    
    
    26,562,854
    
    
    
    18,209,234
   4




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityBalances at March 31, 2009
    
    
    
    
    
    $
    
    
    
    
    23,164,567
    
    
    $
    23,164
    
    
    $
    8,186,704
    
    
    $
    (7,460,476
    )
    
    $
    749,392Conversion of related party note payable into common stock
(April 2009 at $0.22 per share)
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    600
    
    
    
    131,400
    
    
    
    
    
    
    
    132,000Common stock purchase warrants exercised for cash by related parties (June 2009; 200,000 at $0.01 per
share and 1,175,356 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    1,375,356
    
    
    
    1,375
    
    
    
    1,800
    
    
    
    
    
    
    
    3,175Common stock purchase warrants exercised cashless
(May and June 2009 at weighted average exercise price
of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    126,097
    
    
    
    126
    
    
    
    (126
    )
    
    
    
    
    
    
    Common stock purchase warrants exercised for cash by
related parties (July and August 2009 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    774,644
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    
    775Common stock purchase warrants exercised cashless by
related parties (July through September 2009 at
weighted average exercise price of $0.75 per share)
    
    
    
    
    
    
    
    
    
    
    485,387
    
    
    
    485
    
    
    
    (485
    )
    
    
    
    
    
    
    Common stock purchase warrants exercised cashless
(August and September 2009 at weighted average exercise
price of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    268,720
    
    
    
    269
    
    
    
    (269
    )
    
    
    
    
    
    
    Common stock purchase warrant issued to related party for
license fee (September 2009 at estimated fair value of $8.60
per share and exercise price of $3.00 per share, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,590,980
    
    
    
    
    
    
    
    5,590,980
  5




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (continued)
 DeficitAccumulatedAdditional
    
    
    During
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityCommon stock purchase warrants exercised cashless
(October through December 2009 at weighted average
exercise price of $1.02 per share)
    
    
    
    
    
    
    
    
    
    
    291,714
    
    
    
    292
    
    
    
    (292
    )
    
    
    
    
    
    
    Common stock sold in private placement offering, net of
offering costs of $39,000 (December 2009 at $2.50
per unit)
    
    
    
    
    
    
    
    
    
    
    156,000
    
    
    
    156
    
    
    
    350,844
    
    
    
    
    
    
    
    351,000Share-based compensation related to issuance of common
stock purchase warrants and common stock (April
2009 through December 2009), as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,652,595
    
    
    
    
    
    
    
    3,652,595Modification to common stock purchase warrants at
estimated
fair value of $9.92 per share, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,479,000
    
    
    
    
    
    
    
    2,479,000Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,780
    
    
    
    
    
    
    
    3,780Net loss, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,372,593
    )
    
    
    (12,372,593
    )Balances at December 31, 2009, as restated (unaudited)
    
    
    
    
    
    $
    
    
    
    
    27,242,485
    
    
    $
    27,242
    
    
    $
    20,395,931
    
    
    $
    (19,833,069
    )
    
    $
    590,104
   6




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Unaudited)
 For the Nine Months Ended
    
    
    February 28, 2006December 31,
    
    
    (Inception) Through2009
    
    
    2008
    
    
    December 31, 2009(As restated)
    
    
    
    
    
    (As restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (12,372,593
    )
    
    $
    (1,046,902
    )
    
    $
    (19,833,069
    )Adjustments used to reconcile net loss to net cash used in
operating activities:Charge for warrant issued for purchase of license 
related party
    
    
    5,590,980
    
    
    
    
    
    
    
    5,590,980Common stock issued pursuant to license agreements
    
    
    
    
    
    
    20,833
    
    
    
    763,240Share-based compensation
    
    
    3,652,595
    
    
    
    428,184
    
    
    
    5,118,409Accretion expense  related parties
    
    
    9,000
    
    
    
    21,386
    
    
    
    50,125Charge for warrants issued in merger transaction 
related parties
    
    
    
    
    
    
    
    
    
    
    1,948,237Charge for warrants issued in private placement
transactions  related parties
    
    
    
    
    
    
    
    
    
    
    403,350Charges for modifications to warrants
    
    
    2,479,000
    
    
    
    
    
    
    
    2,631,686Depreciation and amortization
    
    
    4,969
    
    
    
    3,895
    
    
    
    15,296Contributed rent
    
    
    3,780
    
    
    
    4,620
    
    
    
    19,740Other non-cash credit
    
    
    
    
    
    
    (2,836
    )Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    2,444Changes in operating assets and liabilities:Other current assets
    
    
    4,833
    
    
    
    73
    
    
    
    (19,038
    )Accounts payable
    
    
    (169,629
    )
    
    
    9,628
    
    
    
    268,501Amounts due to UCD under sponsored research
agreement
    
    
    (241,000
    )
    
    
    321,300
    
    
    
    81,300Accrued liabilities and accrued compensation and related
benefits and taxes
    
    
    (198,227
    )
    
    
    173,340
    
    
    
    (242,222
    )Amounts due to related parties
    
    
    (133,761
    )
    
    
    17,987
    
    
    
    208,382Net cash used in operating activities
    
    
    (1,370,053
    )
    
    
    (48,492
    )
    
    
    (2,992,639
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from reverse merger transactions
    
    
    
    
    
    
    
    
    
    
    11,750Purchase of licenses
    
    
    
    
    
    
    (35,401
    )
    
    
    (35,401
    )Purchase of property and equipment
    
    
    
    
    
    
    
    
    
    
    (7,423
    )Net cash used in investing activities
    
    
    
    
    
    
    (35,401
    )
    
    
    (31,074
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from the sale of common stock
    
    
    351,000
    
    
    
    
    
    
    
    2,850,055Proceeds from the issuance of notes payable to related
parties
    
    
    
    
    
    
    75,000
    
    
    
    825,000Proceeds from the sale of common stock warrants
    
    
    
    
    
    
    
    
    
    
    125,000Proceeds from the exercise of common stock warrants
    
    
    3,950
    
    
    
    
    
    
    
    13,950Net cash provided by financing activities
    
    
    354,950
    
    
    
    75,000
    
    
    
    3,814,005Net increase (decrease) in cash and cash equivalents
    
    
    (1,015,103
    )
    
    
    (8,893
    )
    
    
    790,292Cash and cash equivalents at beginning of period
    
    
    1,805,395
    
    
    
    17,309
    
    
    
    Cash and cash equivalents at end of period
    
    $
    790,292
    
    
    $
    8,416
    
    
    $
    790,292
  7




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
 For the Nine Months Ended
    
    
    February 28, 2006December 31,
    
    
    (Inception) Through2009
    
    
    2008
    
    
    December 31, 2009SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:Cash paid for:Interest
    
    $
    1,750
    
    
    $
    
    
    
    $
    1,750Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:Note payable  related party converted to common stock
    
    $
    132,000
    
    
    $
    Issuance of common stock purchase warrants to related
party pursuant to private placement transaction
    
    $
    69,962
    
    
    $
    Issuance of common stock pursuant to cashless exercises
of warrants
    
    $
    1,172
    
    
    $
    Discounts on notes payable  related parties
    
    $
    
    
    
    $
    56,125
   8




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
 
 Notes to Consolidated Financial Statements (Unaudited)
 NOTE 1  ORGANIZATION AND GOING CONCERN
 Organization
     Nature of Operations
    9




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Basis of Presentation
  Going Concern
   Share-based Compensation
 Compensation  Stock Compensation
  10




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Earnings (Loss) per Share
 Earnings per Share
  Recently Issued Accounting Standard Updates
  Subsequent Events
  NOTE 1A  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
    11




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Balance sheet data  December 31, 2009
    
    As reported
    
    
    Adjustment
    
    
    As restatedAdditional paid-in capital
    
    $
    11,985,520
    
    
    $
    8,410,411
    
    
    $
    20,395,931Deficit accumulated during the development stage
    
    
    (11,422,658
    )
    
    
    (8,410,411
    )
    
    
    (19,883,069
    )Total stockholders equity
    
    $
    590,104
    
    
    $
    
    
    
    $
    590,104
 Statement of Operations data -For the three months ended December 31, 2009
    
    As reported
    
    
    Adjustment
    
    
    As restatedGeneral and administrative expenses (1)
    
    $
    831,519
    
    
    $
    1,719,638
    
    
    $
    2,551,157Loss from operations
    
    
    (831,519
    )
    
    
    (1,719,638
    )
    
    
    (2,551,157
    )Charges for modifications to warrants
    
    
    (528,000
    )
    
    
    (1,951,000
    )
    
    
    (2,479,000
    )Net loss
    
    $
    (1,361,456
    )
    
    $
    (3,670,638
    )
    
    $
    (5,032,094
    )Basic and diluted net loss per share
    
    $
    (0.05
    )
    
    $
    (0.14
    )
    
    $
    (0.19
    )
 Statement of Operations data -For the nine months ended December 31, 2009
    
    As reported
    
    
    Adjustment
    
    
    As restatedGeneral and
administrative expenses (2)
    
    $
    1,931,874
    
    
    $
    2,338,431
    
    
    $
    4,270,305License fee  related party
    
    
    1,495,000
    
    
    
    4,120,980
    
    
    
    5,615,980Total operating expenses
    
    
    3,426,874
    
    
    
    6,459,411
    
    
    
    9,886,285Loss from operations
    
    
    (3,426,874
    )
    
    
    (6,459,411
    )
    
    
    (9,886,285
    )Charges for modifications to warrants
    
    
    (528,000
    )
    
    
    (1,951,000
    )
    
    
    (2,479,000
    )Net loss
    
    $
    (3,962,182
    )
    
    $
    (8,410,411
    )
    
    $
    (12,372,593
    )Basic and diluted net loss per share
    
    $
    (0.15
    )
    
    $
    (0.32
    )
    
    $
    (0.47
    )
  12




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Statement of Cash Flows dataFor the nine months ended December 31, 2009
    
    As reported
    
    
    Adjustment
    
    
    As restatedNet loss
    
    $
    (3,962,182
    )
    
    $
    (8,410,411
    )
    
    $
    (12,372,593
    )Share-based compensation
    
    $
    1,314,164
    
    
    $
    2,338,431
    
    
    $
    3,652,595Charge for warrant issued for purchase of license 
related party
    
    
    1,470,000
    
    
    
    4,120,980
    
    
    
    5,590,980Charges for modifications to warrants
    
    
    528,000
    
    
    
    1,951,000
    
    
    
    2,479,000Net cash used in operating activities
    
    $
    (1,370,053
    )
    
    $
    
    
    
    $
    (1,370,053
    )
 (1)
    
    Includes share-based compensation of 2,317,780. For the three
months ended December 31, 2009, the adjustments to previously reported
share-based compensation were: 1) an increase of $1,470,096 as a
result of the Director Warrants Revaluation and  2) an increase of $
249,542 as a result of the Director 1 Warrants Adjustment.(2)
    
    Includes share-based compensation of $3,652,595. For the nine
months ended December 31, 2009, the adjustments to previously reported
share-based compensation were: 1) an increase of $2,487,055 as a
result of the Director Warrants Revaluation and  2) a decrease of
$148,624 as a result of the Director 1 Warrants Adjustment. NOTE 2  MERGER TRANSACTIONS
 Apro Utah and Maxcure Merger
   
 Cash
    
    $
    6,750Other current assets
    
    
    272Property and equipment
    
    
    1,524Licenses
    
    
    22,972Accounts payable
    
    
    (31,518
    )Net assets acquired
    
    $
    
  13




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Apro Bio and Across America Merger
    Cash
    
    $
    5,000Other current assets
    
    
    1,500Note payable  related party
    
    
    (132,000
    )Net liabilities assumed
    
    $
    (125,500
    )
   14




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
   Derivatives and Hedging
 Warrant Modifications
    NOTE 3  PRIVATE PLACEMENT TRANSACTIONS
 Private Placement  March 31, 2009
   15




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
     Estimated Fair ValueNumber of Warrants
    
    
    Exercise Price
    
    
    Charge Recorded1,950,000
    
    
    $
    0.001
    
    
    $
    1,948,237991,100
    
    
    $
    0.25
    
    
    
    49,8423,964,400
    
    
    $
    0.50
    
    
    
    185,7842,094,400
    
    
    $
    1.00
    
    
    
    167,9048,999,900
    
    
    
    
    
    
    $
    2,351,767
 Private Placement  December 2009 and January 2010
   16




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
     NOTE 4  RELATED PARTIES AND DEBT OBLIGATIONS
 Convertible Note Payable  Related Party
 
  Debt with Conversion and Other Options ,
  17




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
    Note Payable  BOCO Investments, LLC
   Other Obligations
   18




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 5  COMMITMENTS AND CONTINGENCIES
 License Agreement with Bio Holding, Inc.
     Bacterial Infection License
    19




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##### Table of Contents



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




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Contributed Rent
  NOTE 6  STOCKHOLDERS EQUITY
       21




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Number of WarrantsOutstanding and exercisable at March 31, 2009
    
    
    10,107,400Issued  pursuant to license agreement with Bio Holding
    
    
    650,000Issued  pursuant to the PPO
    
    
    187,200Exercised
    
    
    (3,287,400
    )Forfeited/expired
    
    
    Outstanding and vested at December 31, 2009
    
    
    7,657,200Exercisable at December 31, 2009
    
    
    7,626,000
 NOTE 7  SHARE-BASED COMPENSATION
 Equity-Based Payments to Non-Employees
   December 31, 2009
    
    
    December 31, 2008Expected life (years)
    
    
    5.0 to 7.0
    
    
    
    7.0Expected volatility
    
    
    100
    %
    
    
    100.5
    %Risk-free interest rate
    
    
    1.86 to 3.37
    %
    
    
    2.1 to 3.03
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
 Issuances for the Three Months Ended June 30, 2009
   22




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
   Issuances for the Three Months Ended September 30, 2009
    23




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Issuances for the Three Months Ended December 31, 2009
        24




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Warrant modification
   Three months ended December 31,
    
    
    Nine months ended December 31,2009
    
    
    2008
    
    
    2009
    
    
    2008(As restated)
    
    
    
    
    
    (As restated)Employees, former employees
and directors
    
    $
    1,798,270
    
    
    $
    122,372
    
    
    $
    3,097,157
    
    
    $
    428,184Outside consultants
    
    
    519,510
    
    
    
    
    
    
    
    555,438
    
    
    
    $
    2,317,780
    
    
    $
    122,372
    
    
    $
    3,652,595
    
    
    $
    428,184
   WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateExercise
    
    
    Term (in
    
    
    Intrinsic ValueShares
    
    
    Price
    
    
    years)
    
    
    (As restated)Outstanding at March 31, 2009
    
    
    1,050,000
    
    
    $
    1.22Granted
    
    
    2,223,000
    
    
    $
    2.23Exercised
    
    
    (130,000
    )
    
    $
    1.08Forfeited/expired/cancelled
    
    
    (50,000
    )
    
    $
    3.00Outstanding at December 31, 2009
    
    
    3,093,000
    
    
    $
    1.92
    
    
    
    5.9
    
    
    $
    31,167,000Vested and exercisable at December 31, 2009
    
    
    1,553,000
    
    
    $
    1.15
    
    
    
    5.3
    
    
    $
    16,807,000
  25




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Restatement
  Forward-Looking Information May Prove Inaccurate
   Organization
     26




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##### Table of Contents



Plan of Operation
      Recent Scientific Developments
 Clinical Trial on Type I Diabetes
  Bacterial License and Associated Sponsored Research Agreement
   27




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##### Table of Contents



Viral License and Viral Sponsored Research Agreement
  Cellular Transplant/Graft Rejection License and Associated Sponsored Research Agreement:
  License Agreement with Bio Holding, Inc. (Treatment of Diabetes)
   Liquidity and Capital Resources
  December 2009 and January 2010 Private Placement
    28




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##### Table of Contents



Cash and Cash Flows
   Contractual Obligations
   29




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##### Table of Contents



Director Warrant Issuances for the Quarter Ended December 31, 2009
        30




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##### Table of Contents



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




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##### Table of Contents



Critical Accounting Policies
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   32




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##### Table of Contents



Item 4T. Controls and Procedures.
 Disclosure Controls and Procedures
   Remediation of the Material Weakness
  Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION.
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
   33




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Warrant Grants
        34




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Warrant Exercises under Cashless Exercise Provisions
  ISSUER PURCHASES OF EQUITY SECURITIES(d) Maximum Number(c) Total Number of
    
    
    (or Approximate DollarShares (or Units)
    
    
    Value) of Shares (or(a) Total Number of
    
    
    (b) Average Price
    
    
    Purchased as Part of
    
    
    Units) that May Yet BeShares (or Units)
    
    
    Paid per Share
    
    
    Publicly Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    (or Unit)
    
    
    or Programs
    
    
    Plans or Programs)October 1 to October 31, 2009
    
    
    4,952
    
    
    $
    15.00
    
    
    
    
    
    
    
    November 1 to November 30,
2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 1 to December 31,
2009
    
    
    20,834
    
    
    $
    12.00
    
    
    
    
    
    
    
    TOTAL
    
    
    25,786
    
    
    $
    12.58
    
    
    
    
    
    
    
    
 
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
     35




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Item 6. Exhibits.
 EXHIBIT #
    
    DESCRIPTION3.1
    
    
    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants
Registration Statement on Form SB-2 filed on March 2, 2007)3.2
    
    
    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants
Form 8-K filed on January 5, 2010)3.3
    
    
    Articles of Amendment for Across America Financial Services, Inc. including Amendment to
Articles of Incorporation of Across America Financial Services, Inc. (incorporated by
reference to Exhibit 3.3 to the Registrants Form 8-K filed on June 2, 2009)10.1
    
    
    License Agreement by and between Bio Holding, Inc. and Omni Bio Pharmaceutical, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on October 2,
2009)10.2
    
    
    Form of Subscription Agreement and Letter of Investment Intent (incorporated by reference to
Exhibit 10.2 to the Registrants Annual Report on Form 10-K filed on June 25, 2010)10.3
    
    
    Form of Warrant (incorporated by reference to Exhibit 10.3 to the Registrants Annual Report
on Form 10-K filed on June 25, 2010)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  36




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SIGNATURES
  OMNI BIO PHARMACEUTICAL, INC.November
 8, 2010
    
    By:
    
    /s/ Robert C. Ogden

Robert C. OgdenChief Financial Officer(Principal Financial and Accounting Officer)
  37