##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period Ended June 30, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-52530
 Omni
Bio Pharmaceutical, Inc.
  Colorado
    
    20-8097969(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111
 (303) 867-3415
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
 TABLE OF CONTENTS
 PagePART I: FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Balance Sheets  June 30, 2011 and March 31, 2011 (unaudited)
    
    
    2Consolidated Statements of Operations  For the three months ended June 30, 2011
and 2010, and February 28, 2006 (Inception) through June 30, 2011 (unaudited)
    
    
    3Consolidated Statements of Stockholders Equity  As of and for the three
months ended June 30, 2011 (unaudited)
    
    
    4Consolidated Statements of Cash Flows  For the three months ended June 30, 2011
and 2010, and February 28, 2006 (Inception) through June 30, 2011 (unaudited)
    
    
    5Notes to Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    17PART II: OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    17Item 1A. Risk Factors
    
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3. Defaults Upon Senior Securities
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    19Signatures
    
    
    20EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-10.6EX-31.1EX-31.2EX-32.1




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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
 June 30, 2011
    
    
    March 31, 2011(Unaudited)
    
    
    (Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,189,128
    
    
    $
    301,765Other current assets
    
    
    39,137
    
    
    
    43,541Total current assets
    
    
    3,228,265
    
    
    
    345,306Intangible assets, net
    
    
    60,610
    
    
    
    61,931TOTAL ASSETS
    
    
    3,288,875
    
    
    $
    407,237LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    181,347
    
    
    $
    41,763Amount due under sponsored research agreement
    
    
    140,223
    
    
    
    Accrued research and development costs
    
    
    96,646
    
    
    
    44,736Accrued liabilities
    
    
    76,158
    
    
    
    116,500Amounts due to related parties
    
    
    3,750
    
    
    
    3,750Total current liabilities
    
    
    498,124
    
    
    
    206,749Commitments and Contingencies (Notes 1, 3 and 6)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;
31,782,396 and 28,980,496 shares issued and outstanding, respectively
    
    
    31,782
    
    
    
    28,980Additional paid-in capital
    
    
    35,431,460
    
    
    
    31,336,345Deficit accumulated during the development stage
    
    
    (32,672,491
    )
    
    
    (31,164,837
    )Total stockholders equity
    
    
    2,790,751
    
    
    
    200,488TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    3,288,875
    
    
    $
    407,237
   2




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months Ended
    
    
    February 28, 2006June 30,
    
    
    (Inception) through2011
    
    
    2010
    
    
    June 30, 2011Operating expenses:General and administrative (including share-based
compensation of $919,803, $2,474,053 and
$15,247,354, respectively)
    
    $
    1,316,200
    
    
    $
    2,734,681
    
    
    $
    19,300,016Research and development
    
    
    192,132
    
    
    
    
    
    
    
    1,902,142License fee  related party
    
    
    
    
    
    
    
    
    
    
    5,615,980Charge for common stock issued pursuant to
license agreements
    
    
    
    
    
    
    
    
    
    
    763,240Total operating expenses
    
    
    1,508,332
    
    
    
    2,734,681
    
    
    
    27,581,378Loss from operations
    
    
    (1,508,332
    )
    
    
    (2,734,681
    )
    
    
    (27,581,378
    )Non-operating expenses:Interest income (expense), net
    
    
    678
    
    
    
    2,356
    
    
    
    (51,715
    )Accretion expense on notes payable 
related party
    
    
    
    
    
    
    (3,000
    )
    
    
    (56,125
    )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
    
    
    
    
    
    
    
    
    
    
    (2,631,686
    )Total non-operating expenses
    
    
    678
    
    
    
    (644
    )
    
    
    (5,091,113
    )Net loss
    
    $
    (1,507,654
    )
    
    $
    (2,735,325
    )
    
    $
    32,672,491Basic and diluted net loss per share
    
    $
    (0.05
    )
    
    $
    (0.10
    )Weighted average shares outstanding  basic and
diluted
    
    
    29,563,945
    
    
    
    28,002,746
   3




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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, 2011
    
    
    
    
    
    $
    
    
    
    
    28,980,496
    
    
    $
    28,980
    
    
    $
    31,336,345
    
    
    $
    (31,164,837
    )
    
    $
    200,488Common stock and common stock purchase warrants sold in
private placement offering, net of offering costs of
$324,261 (June 2011 at $1.25 per unit)
    
    
    
    
    
    
    
    
    
    
    2,801,900
    
    
    
    2,802
    
    
    
    3,175,312
    
    
    
    
    
    
    
    3,178,114Share-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    919,803
    
    
    
    
    
    
    
    919,803Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,507,654
    )
    
    
    (1,507,654
    )Balances at June 30, 2011 (unaudited)
    
    
    
    
    
    $
    
    
    
    
    31,782,396
    
    
    $
    31,782
    
    
    $
    35,431,460
    
    
    $
    (32,672,491
    )
    
    $
    2,790,751
   4




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Unaudited)
 February 28, 2006For the Three Months  Ended
    
    
    (Inception)June 30,
    
    
    Through June 30,2011
    
    
    2010
    
    
    2011CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (1,507,654
    )
    
    $
    (2,735,325
    )
    
    $
    (32,672,491
    )Adjustments used to reconcile net loss to net cash used in
operating activities:Charge for warrant issued for purchase of license 
related party
    
    
    
    
    
    
    
    
    
    
    5,590,980Common stock issued pursuant to license agreements
    
    
    
    
    
    
    
    
    
    
    763,240Share-based compensation
    
    
    919,803
    
    
    
    2,474,053
    
    
    
    15,247,354Charge 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
    
    
    
    
    
    
    
    
    
    
    2,631,686Accretion expense  related parties
    
    
    
    
    
    
    3,000
    
    
    
    56,125Depreciation and amortization
    
    
    1,321
    
    
    
    1,617
    
    
    
    24,267Contributed rent
    
    
    
    
    
    
    
    
    
    
    19,740Loss on disposal of equipment
    
    
    
    
    
    
    
    
    
    
    2,444Changes in operating assets and liabilities:Prepaid clinical trial fee
    
    
    
    
    
    
    (365,000
    )
    
    
    Other current assets
    
    
    4,404
    
    
    
    (17,873
    )
    
    
    (41,236
    )Accounts payable
    
    
    139,584
    
    
    
    (11,842
    )
    
    
    387,524Accrued liabilities
    
    
    (40,342
    )
    
    
    (12,818
    )
    
    
    (235,666
    )Accrued research and development costs
    
    
    51,910
    
    
    
    
    
    
    
    96,646Amount due under sponsored research agreement
    
    
    140,223
    
    
    
    
    
    
    
    140,223Amounts due to related parties
    
    
    
    
    
    
    375
    
    
    
    207,632Net cash used in operating activities
    
    
    (290,751
    )
    
    
    (663,813
    )
    
    
    (5,429,945
    )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:Net proceeds from the sale of common stock and warrants
    
    
    3,178,114
    
    
    
    
    
    
    
    7,464,059Proceeds from the issuance of notes payable to related
party
    
    
    
    
    
    
    
    
    
    
    825,000Proceeds from the sale of common stock warrants
    
    
    
    
    
    
    
    
    
    
    125,000Proceeds from the exercise of common stock warrants
    
    
    
    
    
    
    
    
    
    
    236,088Net cash provided by financing activities
    
    
    3,178,114
    
    
    
    
    
    
    
    8,650,147Net increase (decrease) in cash and cash equivalents
    
    
    2,887,363
    
    
    
    (663,813
    )
    
    
    3,189,128Cash and cash equivalents at beginning of period
    
    
    301,765
    
    
    
    1,802,366
    
    
    
    Cash and cash equivalents at end of period
    
    $
    3,189,128
    
    
    $
    1,138,553
    
    
    $
    3,189,128
  5




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 Notes to Consolidated Financial Statements (Unaudited)
 NOTE 1  OVERVIEW AND BASIS OF PRESENTATION
 Overview
   Basis of Presentation
   Going Concern
   6




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
  Supplemental Disclosures of Non-Cash Investing and Financing Activities
 For the Three Months  EndedJune 30,2011
    
    
    2010Accounts payable converted to common stock
    
    $
    
    
    
    $
    49,982Notes payable  related parties converted to common stock
    
    $
    
    
    
    $
    25,000
 Recently Issued Accounting Standard Updates
  NOTE 2  PRIVATE PLACEMENT TRANSACTION
      7




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
   NOTE 3  CONTRACTUAL COMMITMENTS
 Type 1 Diabetes Clinical Trial
   Viral Disorders SRA
     8




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 Diabetes SRA
   Minimum
    
    Milestone
    
    
    Earned
    
    SublicenseLicense
    
    Field of Use
    
    Royalties
    
    Royalties
    
    
    Royalties (5)
    
    Royalties (6)Bacterial License
    
    Bacterial Disorders
    
    $25,000 per year
starting 

May 15, 2011
    
    
    (1
    )
    
    4% of Net Sales
    
    20% to 30%Viral License
    
    Viral Disorders
(including HIV)
    
    $50,000 per year
after first
commercial sale
    
    
    (2
    )
    
    4% of Net Sales
    
    20% to 30%Cellular Transplant 
License
    
    Cellular Transplant
/Graft Rejection
    
    $50,000 per year
after first
commercial sale
    
    
    (3
    )
    
    3% of Net Sales
    
    20% to 30%Diabetes License
    
    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, Inc.(5)
    
    Earned Royalties are based on direct net sales of product by Omni.(6)
    
    Sublicense Royalties are based on royalties received by Omni on a sublicense arrangement
with a third party.  9




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 4  NET LOSS PER SHARE
  NOTE 5  SHARE-BASED COMPENSATION
   2011
    
    
    2010Employees and directors
    
    $
    919,803
    
    
    $
    1,414,172Outside consultants
    
    
    
    
    
    
    1,059,881$
    919,803
    
    
    $
    2,474,053
   WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual
    
    
    AggregateShares
    
    
    Price
    
    
    Term (in years)
    
    
    Intrinsic Value(As restated)Outstanding at March 31, 2011
    
    
    3,243,000
    
    
    $
    1.97Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited/expired/cancelled
    
    
    
    
    
    
    Outstanding at June 30, 2011
    
    
    3,243,000
    
    
    $
    1.97
    
    
    
    4.4
    
    
    $
    1,712,000Vested and exercisable at June 30, 2011
    
    
    2,783,000
    
    
    $
    1.80
    
    
    
    4.2
    
    
    $
    1,712,000
  10




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OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
 NOTE 6  SUBSEQUENT EVENT
 Investment in BioMimetix Pharmaceutical, Inc.
      11




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 FORWARD LOOKING STATEMENTS
   Overview
   Current Scientific Developments
 Clinical Trial on Type 1 Diabetes
 TM
   12




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Viral Disorders SRA
     Investment in BioMimetix
      13




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Results of Operations  For the Three Months Ended June 30, 2011 Compared to the Three Months
Ended June 30, 2010
  Net loss 
 General and administrative expenses
 Research and development expenses 
 Other non-operating expenses
 Liquidity and Capital Resources
   14




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Private Placement
       Cash and Cash Equivalents
  Cash Flows from Operating Activities
   15




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Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Anticipated Cash Commitments
    Critical Accounting Policies
  
 Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   16




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Item 4.
    
    Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
   Change in Internal Control over Financial Reporting
  
 PART II  OTHER INFORMATION.
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  BioMimetix has no historical operations and will likely incur significant losses for the
foreseeable future.
  Our Chief Executive Officer is also the Chief Executive Officer and a significant shareholder of
BioMimetix.
    17




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Because we will not own a majority voting interest in BioMimetix, we may be unable to control
BioMimetixs business operation or strategic direction.
  Our investment in BioMimetix is speculative and risky, and we may not receive any return on such
investment.
  BioMimetixs intellectual property may face competition from other Superoxide Dismutase (SOD)
mimetics companies.
   
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3.
    
    Defaults Upon Senior Securities.
  
 Item 5.
    
    Other Information.
   18




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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
Current Report on 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 Current Report on Form 8-K filed on June 2, 2009)10.1
    
    
    Subscription Agreement and Letter of Investment Intent for the 2011 Private Placement #10.2
    
    
    Form of Investor Warrant for the 2011 Private Placement #10.3
    
    
    Form of Placement Agent Warrant for the 2011 Private Placement #10.4
    
    
    Employment Agreement with James D. Crapo dated July 15, 2011 #10.5
    
    
    Restricted Stock Unit Agreement with James D. Crapo dated August 10, 2011 #10.6
    
    
    Restricted Stock Unit Agreement with Charles A. Dinarello dated August 10, 2011 #31.1
    
    
    Certification of 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 Chief Executive Officer and Chief Financial Officer Pursuant to Section 1350
of Chapter 63 of Title 18 of the United States Code #
 
 #
    
    Filed herewith  19




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SIGNATURES
  OMNI BIO PHARMACEUTICAL, INC.August 15, 2011
    
    By:
    
    /s/ Robert C. Ogden

Robert C. OgdenChief Financial Officer(Principal Financial and Accounting Officer)
  20