##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2010
 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
 
   Common Stock Par Value $0.001
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 Form 10-K. o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 Yes o No þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    15Item 1B. Unresolved Staff Comments
    
    
    24Item 2. Properties
    
    
    24Item 3. Legal Proceedings
    
    
    24PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    25Item 6. Selected Financial Data
    
    
    28Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 8. Financial Statements and Supplementary Data
    
    
    38Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    38Item 9A. Controls and Procedures
    
    
    39Item 9B. Other Information
    
    
    41PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    41Item 11. Executive Compensation
    
    
    41Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    41Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    41Item 14. Principal Accountant Fees and Services
    
    
    41PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    42SIGNATURES
    
    
    44Exhibit 14.1Exhibit 21Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I
 
 ITEM 1.
    
    BUSINESS.
 FORWARD LOOKING STATEMENTS
    BACKGROUND AND HISTORY
     3




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PLAN OF OPERATION
 Overall
Focus
  Inhibitors of Serine Protease Activity, Methods and
Compositions for Treatment of Viral Infections
    Business Efforts
  ®
  4




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LICENSE AND SPONSORED RESEARCH AGREEMENTS
   5




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Bacterial Disorders License
   Viral Disorders License
  Cellular Transplant License
    Bio Holding License
   6




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License Payments
  Fair value ofSRA
    
    
    equityLicense
    
    License fee
    
    
    payments
    
    
    securities
    
    
    TotalBacterial
    
    $
    20,000
    
    
    $
    1,097,460
    
    
    $
    64,301
    
    
    $
    1,181,761Viral
    
    $
    25,000
    
    
    $
    
    
    
    $
    
    
    
    $
    25,000Cellular Transplant
    
    $
    34,736
    
    
    $
    
    
    
    $
    698,939
    
    
    $
    733,675Diabetes
    
    $
    25,000
    
    
    $
    
    
    
    $
    1,470,000
    
    
    $
    1,495,000$
    104,736
    
    
    $
    1,097,460
    
    
    $
    2,233,240
    
    
    $
    3,114,136
  7




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##### Table of Contents



Minimum
    
    Milestone
    
    Earned
    
    SublicenseLicense Date
    
    Field of Use
    
    Royalties
    
    Royalties
    
    Royalties
    
    RoyaltiesMay 15, 2006
    
    Bacterial Disorders
    
    $25,000 per year starting
    
    $30,000 toMay 15, 2011
    
    $300,000 (1)
    
    4% of Net Sales
    
    20% to 30%March 30, 2008
    
    Viral Disorders
    
    $50,000 per year after
    
    $100,000 to(including HIV)
    
    first commercial sale
    
    $150,000 (2)
    
    4% of Net Sales
    
    20% to 30%November 12, 2008
    
    CellularTransplantation/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.  CURRENT TARGETED MARKETS
 Type 1 Diabetes
 Proceedings of the National Academy of Sciences Alpha 1-Antitrypsin monotherapy induces immune tolerance during islet allograft
transplantation in mice.
   8




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Type 2 Diabetes
  Influenza
    9




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Cellular Transplantation and Graft Rejection
       10




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OTHER AAT INDICATIONS
 Anthrax
   Bacterial Pneumonia
   Mycobacterium Tuberculosis and Mycobacterium Avium Complex
   11




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RAW MATERIALS
 ® ® ®
 TM
 COMMERCIALIZATION AND COMPETITION
    12




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
    
    the quality and breadth of an organizations technology, research and development
capabilities;
 
    
    an organizations intellectual property;
 
    
    the skill of an organizations employees and its ability to recruit and retain skilled
employees;
 
    
    an organizations intellectual property;
 
    
    the range of capabilities, from target identification and validation to drug discovery
and development to manufacturing and marketing; and
 
    
    the availability of substantial capital resources to fund discovery, development and
commercialization activities.
   GOVERNMENT REGULATION
  Preclinical Testing
 Clinical Testing
 
    
    Phase 1 clinical trials are conducted with a small number of subjects to determine the
early safety profile and the pattern of drug distribution and metabolism.
 
    
    Phase 2 clinical trials are conducted with groups of patients afflicted with a specified
disease in order to provide enough data to evaluate preliminary efficacy and optimal
dosages statistically and to expand evidence of safety.
 
    
    Phase 3 clinical trials are large-scale, multi-center, comparative trials, which are
designed to gather additional information for proper dosage and labeling of the drug and to
demonstrate its overall safety and efficacy.
   13




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Marketing Approvals
  Foreign Regulation
 Possible Pricing Restrictions
  MANUFACTURING
  BACKLOG
  EMPLOYEES
  ENVIRONMENTAL COMPLIANCE
   14




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HOW TO OBTAIN OUR SEC FILINGS
  www.omnibiopharma.com
 
 ITEM 1A.
    
    RISK FACTORS.
 Our short and long-term success is subject to many factors beyond our control. If any of the
following risks, as well as any risks described elsewhere in this Form 10-K, actually occur, our
business, financial condition or results of operations could suffer. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking statements as a
prediction of actual results.
 FINANCIAL AND MARKET RISKS
 Since inception, we have not had any revenue and have incurred operating losses, and our
independent registered public accounting firm has expressed substantial doubt about our ability to
continue as a going concern.
  To pursue our current business strategy and continue developing our products, we will need
substantial additional funding in the future. If we do not obtain this funding on acceptable terms,
we may not be able to continue our business and generate enough revenue to recover our investment
in our product development efforts.
   
    
    the amount of revenue or cost sharing, if any, that we are able to obtain from
others, any approved products, and the time and costs required to achieve those
revenues;
 
    
    the timing, scope and results of preclinical studies and clinical trials;
 
    
    the size and complexity of our development programs;
 
    
    the time and costs involved in obtaining regulatory approvals;
 
    
    the costs of launching our products;
  15




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
    
    the costs of commercializing our products, including marketing, promotional,
sales and distribution costs;
 
    
    our ability to establish and maintain collaboration partnerships;
 
    
    competing technological and market developments;
 
    
    the costs involved in filing, prosecuting and enforcing patent claims; and
 
    
    scientific progress in our research and development programs.
  
    
    delay, scale back or eliminate some or all of our research and development
programs;
 
    
    delay, scale back or eliminate some or all of our commercialization activities;
 
    
    lose rights under existing licenses;
 
    
    relinquish more of, or all of, our rights to product candidates on less favorable
terms than we would otherwise seek; and
 
    
    be unable to operate as a going concern.
 Our business and results of operations may be negatively impacted by general economic and financial
market conditions and such conditions may exacerbate the other risks that affect our business.
   Our insurance policies are expensive and may not protect us from all business risks, which may
leave us exposed to significant, uninsured liabilities.
  Certain
accounting judgments made by our management may prove to be incorrect.
 Fair Value Measurements and Disclosures
  16




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PRODUCT DEVELOPMENT AND COMMERCIALIZATION RISKS
 Our product development efforts depend on the development of novel compositions and new methods of
use for existing drugs, which have not been commercialized
  
    
    These technologies or any or all of the products based on these technologies may be
ineffective or toxic, or otherwise fail to receive necessary regulatory clearances;
 
    
    The products, even if safe and effective, may be difficult to manufacture on a large
scale or uneconomical to market;
 
    
    Proprietary rights of third parties may prevent us from exploiting technologies or
marketing products; and
 
    
    Third parties may market superior or equivalent products.
 We have limited experience in developing and commercializing products.
  
    
    develop products;
 
    
    complete laboratory testing and human studies;
 
    
    obtain and maintain necessary intellectual property rights to our products;
 
    
    obtain and maintain necessary regulatory approvals related to the efficacy and
safety of our products;
 
    
    enter into arrangements with third parties to manufacture our products on our
behalf; and
 
    
    deploy sales and marketing resources effectively or enter into arrangements with
third parties to provide these functions.
  Because clinical trials for our products are expensive and protracted and their outcome is
uncertain, we will have to invest substantial amounts of time and money that may not yield viable
products.
    
    
    our inability to manufacture sufficient quantities of materials for use in
clinical trials;
 
    
    variability in the number and types of patients available for each study;
  17




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
    
    difficulty in maintaining contact with patients after treatment, resulting in
incomplete data;
 
    
    unforeseen safety issues or side effects;
 
    
    poor or unanticipated effectiveness of products during the clinical trials; or
 
    
    government or regulatory delays.
  Because we will depend on third parties to conduct our human studies, we may encounter delays in,
or lose some control over, our efforts to develop products.
   Our business and products may subject us to the risk of product liability claims.
  We depend on, and will continue to depend on, collaboration with and licenses from third parties,
and if we are not able to enter into and/or continue such collaborations or licenses, we may not be
able to further develop our products without substantial additional expenditures and delays, if at
all.
    18




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We will depend on others to manufacture our products, and we may be unable to fully control the
supply of our products to the market.
  Because we currently have only a limited marketing capability, we may be unable to sell any of our
products effectively.
  The commercial success of any products that we may develop will depend upon the degree of market
acceptance by physicians, patients, healthcare payors and others in the medical community.
  
    
    the prevalence and severity of any side effects;
 
    
    the efficacy and potential advantages of alternative treatments;
 
    
    the prices of our product candidates;
 
    
    the willingness of physicians to prescribe our products; and
 
    
    sufficient third-party coverage or reimbursement.
  INTELLECTUAL PROPERTY RISKS
 If patent laws or the interpretation of patent laws change, our competitors may be able to develop
and commercialize our discoveries.
   19




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If the patent applications for which we have obtained a license do not result in issued patents,
our competitors may obtain rights to and commercialize the discoveries.
  If others file patent applications or obtain patents similar to those we have licensed, such
patents may restrict the use of our discoveries.
  Because issued patents may not fully protect our discoveries, our competitors may be able to
commercialize products similar to those covered by issued patents that we have obtained a license.
  If we are unable to protect our trade secrets, others may be able to use our secrets to compete
more effectively.
  If we lose our right to license and use of certain critical intellectual property from UCD for any
reason, our business would be in jeopardy.
   20




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We may rely on patents and proprietary rights that may fail to protect our business.
     REGULATORY RISKS
 Because we are subject to extensive changing government regulatory requirements, we may be unable
to obtain government approval of our products in a timely manner or at all
  If we or our third-party manufacturers or suppliers fail to comply with ongoing FDA or other
regulatory authority requirements, or if we experience unanticipated problems with our products,
our products could be subject to restrictions or withdrawal from the market.
   21




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Failure to obtain regulatory approval in international jurisdictions would prevent us from
marketing our products abroad.
  OTHER RISKS RELATED TO OUR BUSINESS
 If we lose or are unable to attract key management or other personnel, we may experience delays in
product development.
  If the health care system or reimbursement policies change, the prices of our potential products
may be lower than expected and our potential sales may decline.
  We may not be able to successfully compete against companies in our industry with greater resources
or otherwise.
   22




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Our articles of incorporation and bylaws could discourage acquisition proposals, delay a change in
control or prevent other transactions.
  
    
    authorize the issuance of up to 5,000,000 shares of blank check preferred stock
that could be issued by our board of directors to increase the number of outstanding
shares and discourage a takeover attempt; and
 
    
    limit who may call special meetings of stockholders.
 Our stock price is expected to be volatile.
  
    
    the minimal amount of public float in our stock, which is significantly
affected by a substantial amount of our shares being locked-up from trading until
March 31, 2011 and, in some instances, March 31, 2012;
 
    
    our current stock transfer agents requirement for physical delivery of all
transacted shares of our common stock, which may restrict their ability to be
transferred as promptly as shares that are transacted through electronic transfer;
 
    
    future announcements about our company or our competitors, including the results
of testing; technological innovations or new commercial products;
 
    
    negative regulatory actions with respect to our potential products or regulatory
approvals with respect to our competitors products;
 
    
    changes in government regulations;
 
    
    changes in general economic conditions and in the biotechnology industry;
 
    
    developments in our relationships with our partners;
 
    
    developments affecting our partners;
 
    
    announcements relating to health care reform and reimbursement levels for new
drugs;
 
    
    our failure to acquire or maintain proprietary rights to the gene sequences we
discover or the products we develop;
 
    
    litigation; and
 
    
    public concern as to the safety of our products.
   23




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The applicability of penny stock rules to broker-dealer sales of our common stock may have a
negative effect on the liquidity and market price of our common stock.
   The lack of a broker or dealer to create or maintain a market in our stock could adversely impact
the price and liquidity of our securities.
  
 ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES.
  
 ITEM 3.
    
    LEGAL PROCEEDINGS.
   24




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PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
  High
    
    
    LowMarch 31, 2010
    
    $
    12.00
    
    
    $
    7.50December 31, 2009
    
    $
    15.00
    
    
    $
    11.05September 30, 2009
    
    $
    15.00
    
    
    $
    8.00June 30, 2009
    
    $
    13.50
    
    
    $
    0.50March 31, 2009
    
    $
    0.55
    
    
    $
    0.50December 31, 2008
    
    $
    1.01
    
    
    $
    0.55September 30, 2008
    
    $
    0.55
    
    
    $
    0.20June 30, 2008
    
    $
    1.05
    
    
    $
    1.01
  Number of Shareholders of Record and Dividends
   Recent Sales of Unregistered Securities
   25




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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
    
    
    (b) Average Price
    
    
    Purchased as Part of
    
    
    Units) that May Yet Beof Shares (or Units)
    
    
    Paid per Share (or
    
    
    Publicly Announced
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    Unit)
    
    
    Plans or Programs
    
    
    Plans or Programs)February 1 to February 28, 2010
    
    
    7,040
    
    
    $
    12.50
    
    
    
    
    
    
    
    March 1 to March 31, 2010
    
    
    3,824
    
    
    $
    10.79
    
    
    
    
    
    
    
    TOTAL
    
    
    10,864
    
    
    $
    11.90
    
    
    
    
    
    
    
    
  26




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Performance Graph
  
 For the Year Ended December 31,
    
    
    For the Year Ended March 31,12/21/2007
    
    
    2007
    
    
    2008
    
    
    3/31/09 (1)
    
    
    3/31/10Omni Bio Pharmaceutical, Inc.
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    44.00
    
    
    $
    40.00
    
    
    $
    808.00NASDAQ Composite Index
    
    $
    100.00
    
    
    $
    98.52
    
    
    $
    58.58
    
    
    $
    56.78
    
    
    $
    89.08NASDAQ Biotechnology Index
    
    $
    100.00
    
    
    $
    97.78
    
    
    $
    85.43
    
    
    $
    79.96
    
    
    $
    109.96
 (1)
    
    The Company changed its year end effective March 31, 2009.  27




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ITEM 6.
    
    SELECTED FINANCIAL DATA.
    February 28,2006 (Inception)Years Ended March 31,
    
    
    through March2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    31, 2006Statements of Operations Data:Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Loss from operations (1)
    
    
    (4,489,190
    )
    
    
    (1,992,983
    )
    
    
    (1,763,142
    )
    
    
    (1,095,154
    )
    
    
    (2,714
    )Net loss (1) (2)
    
    
    (5,025,352
    )
    
    
    (4,544,521
    )
    
    
    (1,812,567
    )
    
    
    (1,100,674
    )
    
    
    (2,714
    )Net loss per share  basic
and diluted
    
    
    (0.19
    )
    
    
    (0.25
    )
    
    
    (0.16
    )
    
    
    (0.10
    )
    
    
    Balance Sheet Data:Cash and cash equivalents
    
    
    1,802,366
    
    
    
    1,805,395
    
    
    
    17,309
    
    
    
    46,748
    
    
    
    7,305Total assets
    
    
    1,880,378
    
    
    
    1,901,717
    
    
    
    65,702
    
    
    
    70,446
    
    
    
    7,305Long-term debt
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    The loss from operations and net loss for the years ended March 31, 2010, 2009, 2008 and 2007
included share-based compensation in the amounts of $2,013,750, $740,251, $692,638, and $32,925, respectively.(2)
    
    The net loss for the fiscal years ended March 31, 2010 and 2009 included non-cash charges
related to the issuance of common stock purchase warrants to investors and related parties and
modifications of certain common stock purchase warrants held by investors in the amounts of
$1,998,000 and $2,504,273, respectively. 
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
     28




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Overview
  Inhibitors of Serine Protease Activity, Methods and
Compositions for Treatment of Viral Infections
      29




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Recent Developments
 Clinical Trial on Type I Diabetes
  TM
 TM
 License And Sponsored Research Agreements
 Bacterial Disorders License
  Viral Disorders License
   30




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Cellular Transplant License
  License Agreement with Bio Holding, Inc.
    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 Transplantation /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.  31




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Significant Trends, Uncertainties and Challenges
  
    
    The continued expected growth in the biopharmaceutical sector;
 
    
    Our ability to license key intellectual property and protect our current intellectual
property relating to our development of therapies;
 
    
    Our ability to fund and enter into SRAs and clinical trials necessary for our
development of therapies;
 
    
    Our ability to devote our resources to therapies that are the most likely to result in
commercialization;
 
    
    Our ability to shepherd potential therapies through the FDA approval process; and
 
    
    Our ability to compete against companies in our industry with greater resources.
 Results of Operations  Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31,
2009
  Net loss 
 General and administrative expenses 
 Other operating expense
 Research and development
  32




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Other non-operating expenses
 Interest income/expense net
 Results of Operations  Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31,
2008
  Net loss 
 General and administrative expenses
 Research and development
 Other non-operating expenses
  33




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Interest expense
 Warrant Issuances for Fiscal Year 2010
           34




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Liquidity and Capital Resources
  Cash and Cash Equivalents
   35




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Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Anticipated Cash Commitments
    36




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Contractual Obligations
  Less than
    
    
    
    
    
    
    
    
    More than1
Year
    
    
    1  3 Years
    
    
    3  5 Years
    
    
    5 Years
    
    
    TotalNote payable  related party
    
    $
    25,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    25,000Corporate office lease
    
    
    19,078
    
    
    
    36,393
    
    
    
    
    
    
    
    
    
    
    
    55,471Office equipment lease
    
    
    2,300
    
    
    
    4,596
    
    
    
    
    
    
    
    
    
    
    
    6,896$
    46,378
    
    
    $
    40,989
    
    
    $
    
    
    
    
    
    
    
    $
    87,367
 Critical Accounting Policies
  Share-based Compensation
     37




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##### Table of Contents



Capitalized License Costs
  
 ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 Financial Statements
  Supplementary Data
  For the Quarter EndedFiscal Year 2010
    
    June 30
    
    
    September 30
    
    
    December 31
    
    
    March 31Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss
    
    
    (659,422
    )
    
    
    (1,941,304
    )
    
    
    (1,361,456
    )
    
    
    (1,063,170
    )Net loss per share  basic and diluted
    
    
    (0.03
    )
    
    
    (0.07
    )
    
    
    (0.05
    )
    
    
    (0.04
    )
 For the Quarter EndedFiscal Year 2009
    
    June 30
    
    
    September 30
    
    
    December 31
    
    
    March 31Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss
    
    
    (422,202
    )
    
    
    (284,741
    )
    
    
    (339,959
    )
    
    
    (3,497,619
    )Net loss per share  basic and diluted
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.02
    )
    
    
    (0.19
    )
 
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
   38




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##### Table of Contents



ITEM 9A.
    
    CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
   Managements Annual Report on Internal Control over Financial Reporting
 Internal Control 
Integrated Framework
  Change in Internal Control over Financial Reporting
   39




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated
Framework Managements Report on Internal Control Over Financial Reporting
  (a) (b) (c)
  Internal Control  Integrated Framework
  HEIN & ASSOCIATES LLP
 
  40




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##### Table of Contents



ITEM 9B.
    
    OTHER INFORMATION.
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
  Code of Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION.
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
   41




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##### Table of Contents



PART IV
 
 Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 (a) Consolidated Financial Statements
 (b) Financial Statement Schedules
 (c) Exhibits.
 EXHIBIT #
    
    DESCRIPTION2.1
    
    
    Agreement of Merger and Plan of Reorganization dated November 17, 2008 (incorporated by
reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on November 21, 2008)2.2
    
    
    Agreement to Amend and Extend Agreement of Merger and Plan of Reorganization dated February
11, 2009 (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form
8-K filed on February 18, 2009)2.3
    
    
    Second Agreement to Amend and Extend Agreement of Merger and Plan of Reorganization dated
March 11, 2009 (incorporated by reference to Exhibit 10.5 to the Registrants Current Report
on Form 8-K filed on March 13, 2009)2.4
    
    
    Third Agreement to Amend Agreement of Merger and Plan of Reorganization dated March 30, 2009
(incorporated by reference to Exhibit 2.4 to the Registrants Current Report on Form 8-K filed
on April 6, 2009)2.5
    
    
    Agreement and Plan of Merger between Maxcure Pharmaceutical, Inc. and Apro Bio Pharmaceutical
Corporation dated March 18, 2008 (incorporated by reference to Exhibit 2.5 to the Registrants
Annual Report on Form 10-K filed on June 29, 2009)3.1
    
    
    Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants
Registration Statement on Form SB-2 filed on March 2, 2007)3.2
    
    
    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrants
Current Report on Form 8-K filed on January 5, 2010)3.3
    
    
    Articles of Amendment for 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)10.2
    
    
    Exclusive License Agreement with the Regents of the University of Colorado dated May 15, 2006
(incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K
filed on April 6, 2009)10.3
    
    
    Sponsored Research Agreement with the Regents of the University of Colorado dated May 15,
2006, (incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form
8-K filed on April 6, 2009)10.4
    
    
    Services Agreement with The Board of Governors of the Colorado State University System dated
June 18, 2007 (incorporated by reference to Exhibit 10.7 to the Registrants Current Report on
Form 8-K filed on April 6, 2009)10.5
    
    
    Exclusive License Agreement with the Regents of the University of Colorado dated March 31,
2008, as amended (incorporated by reference to Exhibit 10.8 to the Registrants Current Report
on Form 8-K filed on April 6, 2009)
  42




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##### Table of Contents



EXHIBIT #
    
    DESCRIPTION10.6
    
    
    Exclusive License Agreement with the Regents of the University of Colorado dated November 12,
2008 (incorporated by reference to Exhibit 10.9 to the Registrants Current Report on Form 8-K
filed on April 6, 2009)10.7
    
    
    License Agreement with Bio Holding, Inc. dated September 28, 2009 (incorporated by reference
to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on October 2, 2009)10.8
    
    
    Settlement Agreement with David Olson (incorporated by reference to Exhibit 10.10 to the
Registrants Form 8-K filed on April 6, 2009)10.9
    
    
    Settlement Agreement with David Floor (incorporated by reference to Exhibit 10.11 to the
Registrants Form 8-K filed on April 6, 2009)10.10
    
    
    Form of Advisor Warrant dated March 31, 2009 (incorporated by reference to Exhibit 10.11 to
the Registrants Annual Report on Form 10-K filed on June 29, 2009)10.11
    
    
    Subscription Agreement and Letter of Investment (incorporated by reference to Exhibit 10.12
to the Registrants Annual Report on Form 10-K filed on June 29, 2009)10.12
    
    
    Form of Investor Warrant exercisable at $0.25 per share dated March 31, 2009 (incorporated
by reference to Exhibit 10.13 to the Registrants Annual Report on Form 10-K filed on June 29,
2009)10.13
    
    
    Form of Investor Warrant exercisable at $0.50 per share dated March 31, 2009 (incorporated
by reference to Exhibit 10.14 to the Registrants Annual Report on Form 10-K filed on June 29,
2009)10.14
    
    
    Form of Investor Warrant exercisable at $1.00 per share dated March 31, 2009 (incorporated
by reference to Exhibit 10.15 to the Registrants Annual Report on Form 10-K filed on June 29, 2009)10.15
    
    
    Form of Two-Year Subscription and Lock-up Agreement (incorporated by reference to Exhibit
10.16 to the Registrants Annual Report on Form 10-K filed on June 29, 2009)10.16
    
    
    Form of Three-Year Subscription and Lock-up Agreement (incorporated by reference to Exhibit
10.17 to the Registrants Annual Report on Form 10-K filed on June 29, 2009)10.17
    
    
    Warrant dated December 16, 2009 issued to Charles A. Dinarello (incorporated by reference to
Exhibit 10.1 to the Registrants Current Report on Form 8-K filed December 22, 2009)10.18
    
    
    Warrant dated December 16, 2009 issued to Robert C. Ogden (incorporated by reference to
Exhibit 10.2 to the Registrants Current Report on Form 8-K filed December 22, 2009)14.1
    
    
    Code of Business Conduct and Ethics #21
    
    
    Subsidiaries of the Registrant #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  43




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##### Table of Contents



SIGNATURES
  OMNI BIO PHARMACEUTICAL, INC.June 25, 2010
    By:
    /s/   Charles A. DinarelloCharles A. DinarelloActing Chief Executive Officer
(Principal Executive Officer)  June 25, 2010
    By:
    /s/   Charles A. DinarelloCharles A. DinarelloActing Chief Executive Officer and Director
(Principal Executive Officer)June 25, 2010
    By:
    /s/ Robert C. OgdenRobert C. OgdenChief Financial Officer
(Principal Financial and Accounting Officer)June 25, 2010
    By:
    /s/   Vicki D.E. BaroneVicki D.E. BaroneChairperson of the BoardJune 25, 2010
    By:
    /s/   Michael D. IsemanMichael D. IsemanDirectorJune 25, 2010
    By:
    /s/   Jeffrey S. SperberJeffrey S. SperberDirectorJune 25, 2010
    By:
    /s/   Michael D. WortMichael D. WortDirectorJune 25, 2010
    By:
    /s/   Albert L. KramerAlbert L. KramerDirectorJune 25, 2010
    By:
    /s/   Steven M. BathgateSteven M. BathgateDirectorJune 25, 2010
    By:
    /s/   Edward C. LarkinEdward C. LarkinChief Operating Officer  44




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##### Table of Contents



Omni Bio Pharmaceutical, Inc. and Subsidiary
 Index to Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of March 31, 2010 and 2009
    
    
    F-4Consolidated Statements of Operations for the
Years Ended March 31, 2010, 2009, 2008 and the period from
February 28, 2006 (Inception) through March 31, 2010
    
    
    F-5Consolidated Statements of Stockholders Equity for the
Years Ended March 31, 2010, 2009, 2008 and the period from
February 28, 2006 (Inception) through March 31, 2010
    
    
    F-6Consolidated Statements of Cash Flows for the
Years Ended March 31, 2010, 2009, 2008 and the period from
February 28, 2006 (Inception) through March 31, 2010
    
    
    F-11Notes to Consolidated Financial Statements
    
    
    F-13
  F - 1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Internal Control 
Integrated Framework
 HEIN & ASSOCIATES LLP
 
  F - 2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ Cordovano and Honeck LLPCordovano and Honeck LLPEnglewood, ColoradoFebruary 28, 2009
  F - 3




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED BALANCE SHEETS
 March 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,802,366
    
    
    $
    1,805,395Other current assets
    
    
    10,049
    
    
    
    21,772Total current assets
    
    
    1,812,415
    
    
    
    1,827,167Property and equipment, net
    
    
    848
    
    
    
    2,250Intangible assets, net
    
    
    67,115
    
    
    
    72,300Total long-term assets
    
    
    67,963
    
    
    
    74,550TOTAL ASSETS
    
    $
    1,880,378
    
    
    $
    1,901,717LIABILITIES & STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    94,356
    
    
    $
    282,935Amounts due to UCD under sponsored research agreement
    
    
    
    
    
    
    321,300Accrued liabilities
    
    
    97,487
    
    
    
    56,817Accrued compensation and related benefits and taxes
    
    
    
    
    
    
    211,012Amounts due to related parties
    
    
    4,125
    
    
    
    138,261Notes payable  related parties, net of discounts of
$3,000 and $15,000, respectively
    
    
    22,000
    
    
    
    142,000Total current liabilities
    
    
    217,968
    
    
    
    1,152,325Commitments and Contingencies (Notes 6, 9 and 10)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; 27,987,018 and 23,164,567 shares issued
and outstanding, respectively
    
    
    27,987
    
    
    
    23,164Additional paid-in capital
    
    
    14,120,251
    
    
    
    8,186,704Deficit accumulated during the development stage
    
    
    (12,485,828
    )
    
    
    (7,460,476
    )Total stockholders equity
    
    
    1,662,410
    
    
    
    749,392TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    1,880,378
    
    
    $
    1,901,717
   F - 4




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 February 28,2006 (Inception)For the Years Ended March 31,
    
    
    Through March2010
    
    
    2009
    
    
    2008
    
    
    31, 2010Operating expensesGeneral and administrative
(including share-based compensation
of $2,013,750, $740,251, $692,638
and $3,479,564, respectively)
    
    $
    2,994,190
    
    
    $
    1,031,911
    
    
    $
    1,366,976
    
    
    $
    5,952,446License fee  related party
    
    
    1,495,000
    
    
    
    
    
    
    
    
    
    
    
    1,495,000Research and development
    
    
    
    
    
    
    241,300
    
    
    
    385,437
    
    
    
    1,132,497Charge for common stock issued
pursuant to license agreements
    
    
    
    
    
    
    719,772
    
    
    
    10,729
    
    
    
    763,240Total operating expenses
    
    
    4,489,190
    
    
    
    1,992,983
    
    
    
    1,763,142
    
    
    
    9,343,183Loss from operations
    
    
    (4,489,190
    )
    
    
    (1,992,983
    )
    
    
    (1,763,142
    )
    
    
    (9,343,183
    )Non-operating income (expenses)Interest income (expense), net
    
    
    3,838
    
    
    
    (6,140
    )
    
    
    (49,425
    )
    
    
    (57,247
    )Accretion expense on notes payable 
related parties
    
    
    (12,000
    )
    
    
    (41,125
    )
    
    
    
    
    
    
    (53,125
    )Charges for warrants issued in
merger  related parties
    
    
    
    
    
    
    (1,948,237
    )
    
    
    
    
    
    
    (1,948,237
    )Charges for warrants issued in
private placement  related parties
    
    
    
    
    
    
    (403,350
    )
    
    
    
    
    
    
    (403,350
    )Charges for modifications to warrants
    
    
    (528,000
    )
    
    
    (152,686
    )
    
    
    
    
    
    
    (680,686
    )Total non-operating expenses
    
    
    (536,162
    )
    
    
    (2,551,538
    )
    
    
    (49,425
    )
    
    
    (3,142,645
    )Net loss
    
    $
    (5,025,352
    )
    
    $
    (4,544,521
    )
    
    $
    (1,812,567
    )
    
    $
    (12,485,828
    )Basic and diluted net loss per share
    
    $
    (0.19
    )
    
    $
    (0.25
    )
    
    $
    (0.16
    )Weighted average shares outstanding 
basic and diluted
    
    
    26,845,209
    
    
    
    18,254,573
    
    
    
    11,271,993
   F - 5




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##### Table of Contents



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
    
    
    Equity (Deficit)Balances at February 28, 2006 (inception)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Common stock issued to founders and
insiders (February and March 2006 at
$0.001 per share)
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    10,000Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,715
    )
    
    
    (2,715
    )Balances at March 31, 2006
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    10,000
    
    
    
    
    
    
    
    (2,715
    )
    
    
    7,285Common stock sold in private placement
offering (April 2006 at $0.80 per share)
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    150
    
    
    
    119,850
    
    
    
    
    
    
    
    120,000Common stock issued as additional
consideration pursuant to license
agreement (May 2006 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    406,000
    
    
    
    406
    
    
    
    
    
    
    
    
    
    
    
    406Common stock sold in private placement
offering (June through December 2006 at
$1.00 per share)
    
    
    
    
    
    
    
    
    
    
    340,000
    
    
    
    340
    
    
    
    339,660
    
    
    
    
    
    
    
    340,000Common stock issued in exchange for
consulting services (November 2006 at
$1.00 per share)
    
    
    
    
    
    
    
    
    
    
    30,000
    
    
    
    30
    
    
    
    29,970
    
    
    
    
    
    
    
    30,000Common stock issued as additional
consideration pursuant to license
agreement (December 2006 and January
2007 at $0.001 per share)
    
    
    
    
    
    
    
    
    
    
    32,333
    
    
    
    32
    
    
    
    32,301
    
    
    
    
    
    
    
    32,333Common stock purchase warrants sold to
outside investors (March 2007 at $0.25
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,500
    
    
    
    
    
    
    
    102,500Common stock purchase warrants sold to
an employee (March 2007 at $0.25 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,250
    
    
    
    
    
    
    
    21,250Common stock purchase warrants issued to
an employee (March 2007 at estimated
fair value of $0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,925
    
    
    
    
    
    
    
    2,925Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,100,673
    )
    
    
    (1,100,673
    )Balances at March 31, 2007
    
    
    
    
    
    $
    
    
    
    
    10,958,333
    
    
    $
    10,958
    
    
    $
    648,456
    
    
    $
    (1,103,388
    )
    
    $
    (443,974
    )
  F - 6




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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
    
    
    Equity (Deficit)Common stock purchase warrants sold to an
employee (April 2007 at $0.25 per share)
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    1,250
    
    
    $
    
    
    
    $
    1,250Common stock sold in private placement offerings
(May and June 2007 at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    257,500
    
    
    
    257
    
    
    
    231,493
    
    
    
    
    
    
    
    231,750Common stock issued as additional consideration
pursuant to license agreement (June 2007 at $1.00
per share)
    
    
    
    
    
    
    
    
    
    
    10,729
    
    
    
    11
    
    
    
    10,718
    
    
    
    
    
    
    
    10,729Common stock purchase warrants issued to a
director (June 2007 at estimated fair value of
$0.73 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,915
    
    
    
    
    
    
    
    21,915Common stock purchase warrants issued in exchange
for consulting services (June 2007 at estimated
fair value of $0.98 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490,150
    
    
    
    
    
    
    
    490,150Common stock purchase warrants issued in exchange
for consulting services (June 2007 at estimated
fair value of $0.60 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,033
    
    
    
    
    
    
    
    18,033Common stock purchase warrants issued to an
employee (July 2007 at estimated fair value of
$0.73 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    109,680
    
    
    
    
    
    
    
    109,680Common stock purchase warrants issued in exchange
for consulting services (March 2008 at estimated
fair value of $0.88 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,860
    
    
    
    
    
    
    
    52,860Common stock purchase warrants exercised (March
2008 at $0.02 per share)
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    500
    
    
    
    9,500
    
    
    
    
    
    
    
    10,000Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,080
    
    
    
    
    
    
    
    10,080Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,812,567
    )
    
    
    (1,812,567
    )Common stock issued in reverse merger (March 2008)
    
    
    
    
    
    
    
    
    
    
    6,462,900
    
    
    
    6,463
    
    
    
    931,778
    
    
    
    
    
    
    
    938,241Balances at March 31, 2008
    
    
    
    
    
    $
    
    
    
    
    18,189,462
    
    
    $
    18,189
    
    
    $
    2,535,913
    
    
    $
    (2,915,955
    )
    
    $
    (361,853
    )
  F - 7




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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
    
    
    Equity (Deficit)Common stock issued
as additional
consideration
pursuant to license
agreement (April
2008 and March 2009
at $1.00 per share)
    
    
    
    
    
    
    
    
    
    
    719,772
    
    
    $
    720
    
    
    $
    719,052
    
    
    
    
    
    
    $
    719,772Share-based
compensation
related to common
stock purchase
warrants issued to
directors (April
through October
2008 at estimated
weighted-average
fair value of $0.80
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    550,555
    
    
    
    
    
    
    
    550,555Convertible note
payable and common
stock purchase
warrants issued to
a related party
(May 2008 at
estimated fair
value of $0.50 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    25,000Note payable and
common stock
purchase warrants
issued to a related
party (October 2008
at estimated fair
value of $0.31 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,125
    
    
    
    
    
    
    
    31,125Modification to
previously issued
common stock
purchase warrants
to a related party
(November 2008 at
estimated fair
value of $0.09 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,696
    
    
    
    
    
    
    
    1,696Modifications to
previously issued
common stock
purchase warrants
to outside
investors (January
2009 at weighted
average estimated
fair value of $0.28
per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    148,155
    
    
    
    
    
    
    
    148,155Share-based
compensation
related to
modifications to
previously issued
common stock
purchase warrants
(March 2009 at
estimated fair
value of $0.62 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,696
    
    
    
    
    
    
    
    79,696Share-based
compensation
related to common
shares issued as
part of settlement
agreements with
former employees
(March 2009 at
$1.00 per share)
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    110
    
    
    
    109,890
    
    
    
    
    
    
    
    110,000Common stock issued
in private
placement offering,
net of offering
costs of $112,200
(March 2009 at
$1.00 per unit)
    
    
    
    
    
    
    
    
    
    
    1,870,000
    
    
    
    1,870
    
    
    
    1,755,930
    
    
    
    
    
    
    
    1,757,800
  F - 8




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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
    
    
    Equity (Deficit)Common stock purchase warrants
issued in merger to related parties
(March 2009 at weighted average
estimated fair value of $1.00 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,948,237
    
    
    
    
    
    
    $
    1,948,237Common stock purchase warrants
issued in private placement to
related parties (March 2009 at
weighted average estimated fair
value of $0.80 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    403,350
    
    
    
    
    
    
    
    403,350Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,880
    
    
    
    
    
    
    
    5,880Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,544,521
    )
    
    
    (4,544,521
    )Common stock issued in reverse merger
    
    
    
    
    
    
    
    
    
    
    2,275,333
    
    
    
    2,275
    
    
    
    (127,775
    )
    
    
    
    
    
    
    (125,500
    )Balances at March 31, 2009
    
    
    
    
    
    $
    
    
    
    
    23,164,567
    
    
    $
    23,164
    
    
    $
    8,186,704
    
    
    $
    (7,460,476
    )
    
    $
    749,392Conversion of related party note
payable into common stock (April
2009 at $0.22 per share)
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    600
    
    
    
    131,400
    
    
    
    
    
    
    
    132,000Common stock purchase warrants
exercised for cash by related
parties (June 2009; 200,000 at $0.01
per share and 1,175,356 at $0.001
per share)
    
    
    
    
    
    
    
    
    
    
    1,375,356
    
    
    
    1,375
    
    
    
    1,800
    
    
    
    
    
    
    
    3,175Common stock purchase warrants
exercised cashless (May and June
2009 at weighted average exercise
price of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    126,097
    
    
    
    126
    
    
    
    (126
    )
    
    
    
    
    
    
    Common stock purchase warrants
exercised for cash by related
parties (July and August 2009 at
$0.001 per share)
    
    
    
    
    
    
    
    
    
    
    774,644
    
    
    
    775
    
    
    
    
    
    
    
    
    
    
    
    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
    )
    
    
    
    
    
    
    
  F - 9




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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
    
    
    Equity (Deficit)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
$2.26 per share and
exercise price of $3.00
per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,470,000
    
    
    
    
    
    
    
    1,470,000Common stock purchase
warrants exercised
cashless (October through
December 2009 at weighted
average exercise price of
$1.02 per share)
    
    
    
    
    
    
    
    
    
    
    291,714
    
    
    
    293
    
    
    
    (293
    )
    
    
    
    
    
    
    Modification to common
stock purchase warrants
(October 2009 at estimated
fair value of $2.11 per
share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528,000
    
    
    
    
    
    
    
    528,000Common stock and common
stock purchase warrants
sold in private placement
offering, net of offering
costs of $198,760
(December 2009 and
January 2010 at $2.50 per
unit)
    
    
    
    
    
    
    
    
    
    
    794,260
    
    
    
    794
    
    
    
    1,786,096
    
    
    
    
    
    
    
    1,786,890Common stock purchase
warrants exercised
cashless (March 2010 at
exercise price of $1.10
per share)
    
    
    
    
    
    
    
    
    
    
    106,273
    
    
    
    106
    
    
    
    (106
    )
    
    
    
    
    
    
    Share-based compensation
related to issuance of
common stock purchase
warrants (April 2009
through March 2010)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,013,750
    
    
    
    
    
    
    
    2,013,750Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,780
    
    
    
    
    
    
    
    3,780Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,025,352
    )
    
    
    (5,025,352
    )Balances at March 31, 2010
    
    
    
    
    
    $
    
    
    
    
    27,987,018
    
    
    $
    27,987
    
    
    $
    14,120,251
    
    
    $
    (12,485,828
    )
    
    $
    1,662,410
   F - 10




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 February 28,2006(Inception)ThroughFor the Years Ended March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2008
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (5,025,352
    )
    
    $
    (4,544,521
    )
    
    $
    (1,812,567
    )
    
    $
    (12,485,828
    )Adjustments used to reconcile net loss to net cash used
in operating activities:Charge for warrant issued for purchase of license 
related party
    
    
    1,470,000
    
    
    
    
    
    
    
    
    
    
    
    1,470,000Common stock issued pursuant to license agreements
    
    
    
    
    
    
    719,772
    
    
    
    10,729
    
    
    
    763,240Share-based compensation
    
    
    2,013,750
    
    
    
    740,251
    
    
    
    692,638
    
    
    
    3,479,564Charge for warrants issued in merger transaction 
related parties
    
    
    
    
    
    
    1,948,237
    
    
    
    
    
    
    
    1,948,237Charge for warrants issued in private placement
transaction  related parties
    
    
    
    
    
    
    403,350
    
    
    
    
    
    
    
    403,350Charges for modifications to warrants
    
    
    528,000
    
    
    
    152,686
    
    
    
    
    
    
    
    680,686Accretion expense  related parties
    
    
    12,000
    
    
    
    41,125
    
    
    
    
    
    
    
    53,125Depreciation and amortization
    
    
    6,587
    
    
    
    6,193
    
    
    
    3,362
    
    
    
    16,914Contributed rent
    
    
    3,780
    
    
    
    5,880
    
    
    
    10,080
    
    
    
    19,740Loss on disposal of equipment
    
    
    
    
    
    
    2,443
    
    
    
    
    
    
    
    2,444Changes in operating assets and liabilities:Other current assets
    
    
    11,723
    
    
    
    (2,499
    )
    
    
    (1,372
    )
    
    
    (12,148
    )Accounts payable
    
    
    (188,579
    )
    
    
    74,210
    
    
    
    76,117
    
    
    
    250,551Amounts due to UCD under sponsored research agreement
    
    
    (321,300
    )
    
    
    321,300
    
    
    
    80,000
    
    
    
    Accrued liabilities
    
    
    (170,342
    )
    
    
    (63,201
    )
    
    
    192,092
    
    
    
    (214,337
    )Amounts due to related parties
    
    
    (134,136
    )
    
    
    138,261
    
    
    
    172,685
    
    
    
    208,007Net cash used in operating activities
    
    
    (1,793,869
    )
    
    
    (56,513
    )
    
    
    (576,236
    )
    
    
    (3,416,455
    )CASH FLOWS FROM INVESTING ACTIVITIES:Cash proceeds from reverse mergers
    
    
    
    
    
    
    5,000
    
    
    
    6,750
    
    
    
    11,750Purchase of licenses
    
    
    
    
    
    
    (35,401
    )
    
    
    
    
    
    
    (35,401
    )Purchase of property and equipment
    
    
    
    
    
    
    
    
    
    
    (2,953
    )
    
    
    (7,423
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    (30,401
    )
    
    
    3,797
    
    
    
    (31,074
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from the sale of common stock
    
    
    1,786,890
    
    
    
    1,800,000
    
    
    
    231,750
    
    
    
    4,285,945Proceeds from the issuance of notes payable to related
parties
    
    
    
    
    
    
    75,000
    
    
    
    300,000
    
    
    
    825,000Proceeds from exercise of common stock warrants
    
    
    3,950
    
    
    
    
    
    
    
    10,000
    
    
    
    125,000Proceeds from the sale of common stock warrants
    
    
    
    
    
    
    
    
    
    
    1,250
    
    
    
    13,950Net cash provided by financing activities
    
    
    1,790,840
    
    
    
    1,875,000
    
    
    
    543,000
    
    
    
    5,249,895Net increase (decrease) in cash and cash equivalents
    
    
    (3,029
    )
    
    
    1,788,086
    
    
    
    (29,439
    )
    
    
    1,802,366Cash and cash equivalents at beginning of year
    
    
    1,805,395
    
    
    
    17,309
    
    
    
    46,748
    
    
    
    Cash and cash equivalents at end of year
    
    $
    1,802,366
    
    
    $
    1,805,395
    
    
    $
    17,309
    
    
    $
    1,802,366
  F - 11




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
 February 28,2006(Inception)ThroughFor the Years Ended March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2008
    
    
    2009SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Cash paid for:Interest
    
    $
    2,325
    
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:Note payable with related party converted to common
stock
    
    $
    132,000
    
    
    $
    
    
    
    $
    Issuance of common stock pursuant to cashless
exercises of warrants
    
    $
    1,278
    
    
    $
    
    
    
    $
    Discount on convertible note  related party
    
    $
    
    
    
    $
    25,000
    
    
    $
    Assets acquired (liabilities assumed) in reverse mergersOther current assets
    
    $
    
    
    
    $
    1,500
    
    
    $
    272Property and equipment
    
    
    
    
    
    
    
    
    
    
    1,524Licenses
    
    
    
    
    
    
    
    
    
    
    22,972Accounts payable
    
    
    
    
    
    
    
    
    
    
    (31,518
    )Note payable assumed in reverse merger  related party
    
    
    
    
    
    
    (132,000
    )
    
    
    Note payable converted to equity in reverse merger
    
    
    
    
    
    
    
    
    
    
    938,241Recapitalization pursuant to reverse mergers
    
    
    
    
    
    
    (125,500
    )
    
    
    938,241Private placement transaction
    
    
    Amounts due from investors
    
    
    
    
    
    
    20,000
    
    
    
    Note payable converted in private placement  related
party
    
    
    
    
    
    
    50,000
    
    
    
    Accrued placement agent fees
    
    
    
    
    
    
    112,200
    
    
    
    
   F - 12




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
 
 Notes to Consolidated Financial Statements
 NOTE 1  ORGANIZATION AND GOING CONCERN
 Organization
     Nature of Operations
     F - 13




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Basis of Presentation and Going Concern
   NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Reclassifications
  Cash and Cash Equivalents
  Revenue Recognition and Accounts Receivable
  Property and Equipment
   F - 14




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  March 31,2010
    
    
    2009Computer equipment and software
    
    $
    4,135
    
    
    $
    4,135Less: Accumulated depreciation
    
    
    (3,287
    )
    
    
    (1,885
    )Net property and equipment
    
    $
    848
    
    
    $
    2,250
  Intangible Assets
   March 31,2010
    
    
    2009Licenses:Bacterial
    
    $
    20,665
    
    
    $
    20,665Viral
    
    
    25,000
    
    
    
    25,000Cell/Transplant rejection
    
    
    34,736
    
    
    
    34,73680,401
    
    
    
    80,401Less: Accumulated amortization
    
    
    (13,286
    )
    
    
    (8,101
    )$
    67,115
    
    
    $
    72,300
  For the Years Ended March 31,2011
    
    $
    5,1852012
    
    
    5,1852013
    
    
    5,1852014
    
    
    5,1852015
    
    
    5,185Thereafter
    
    
    41,190Total
    
    $
    67,115
  F - 15




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Impairment of Long-lived Assets
  Research and Development
  Fair Value of Financial Instruments
  Use of Estimates
  Earnings (Loss) per Share
 Earnings per Share )
   Years ended March 31,2010
    
    
    2009
    
    
    2008Warrants
    
    
    11,548,612
    
    
    
    11,157,400
    
    
    
    1,382,500Convertible notes payable
    
    
    25,000
    
    
    
    625,000
    
    
    
    11,573,612
    
    
    
    11,782,400
    
    
    
    1,382,500
  F - 16




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Share-based Compensation
 Compensation  Stock Compensation
 Income Taxes
 Income Taxes .
  Recently Issued Accounting Pronouncements
  NOTE 3  MERGER TRANSACTION
    F - 17




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  Cash
    
    $
    5,000Other current assets
    
    
    1,500Note payable  related party
    
    
    (132,000
    )Net liabilities assumed
    
    $
    (125,500
    )
    Derivatives and Hedging
 Warrant Modifications
     F - 18




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 NOTE 4  PRIVATE PLACEMENTS
 Private Placement  March 31, 2009
      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
  F - 19




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Private Placement  December 2009 and January 2010
      NOTE 5  RELATED PARTIES AND DEBT OBLIGATIONS
 Convertible Note Payable  Related Party
   F - 20




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  Debt with Conversion and Other Options ,
    Note Payable  BOCO Investments, LLC
  ,
  F - 21




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
   Note Payable  WestMountain Prime, LLC
  Other Obligations
    F - 22




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  NOTE 6  COMMITMENTS AND CONTINGENCIES
 License Agreement with Bio Holding, Inc.
      F - 23




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Bacterial Disorders License
   Viral Disorders License
  Cellular Transplantation License
    F - 24




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  Minimum
    
    Milestone
    
    Earned
    
    SublicenseLicense Date
    
    Field of Use
    
    Royalties
    
    Royalties
    
    Royalties
    
    RoyaltiesMay 15, 2006
    
    Bacterial Disorders
    
    $25,000 per year
    
    $30,000 tostarting May 15, 2011
    
    $300,000 (1)
    
    4% of Net Sales
    
    20% to 30%March 30, 2008
    
    Viral Disorders
    
    $50,000 per year after first
    
    $100,000 to(including HIV)
    
    commercial sale
    
    $150,000 (2)
    
    4% of Net Sales
    
    20% to 30%November 12, 2008
    
    Cellular Transplant
    
    $50,000 per year after first
    
    $25,000 to/Graft Rejection
    
    commercial sale
    
    $200,000 (3)
    
    3% of Net Sales
    
    20% to 30%September 28, 2009
    
    Diabetes
    
    None
    
    None
    
    4% of GrossRevenues (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.  Operating Leases
    F - 25




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  Years ended March 31,2011
    
    $
    21,3772012
    
    
    21,9642013
    
    
    18,834$
    62,175
 Contributed Rent
  NOTE 7  INCOME TAXES
   March 31,2010
    
    
    2009Deferred tax assets (all long-term)Net operating loss carryforwards
    
    $
    1,677,732
    
    
    $
    1,260,713Share-based compensation
    
    
    1,282,684
    
    
    
    535,582Valuation allowance
    
    
    (2,960,416
    )
    
    
    (1,796,295
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  F - 26




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  For the Years Ended March 31,2010
    
    
    2009
    
    
    2008Income tax benefit computed at federal statutory rate
    
    $
    (1,708,620
    )
    
    $
    (1,545,137
    )
    
    $
    (616,273
    )Charges for warrants issued to outside parties
    
    
    740,459
    
    
    
    928,084
    
    
    
    State income taxes, net of federal benefit
    
    
    (153,565
    )
    
    
    (139,062
    )
    
    
    (55,579
    )Other
    
    
    (42,395
    )
    
    
    24,353
    
    
    
    3,735Change in valuation allowance
    
    
    1,164,121
    
    
    
    731,762
    
    
    
    668,117Income tax benefit
    
    $
    
    
    
    $
    
    
    
    $
    
    NOTE 8  STOCKHOLDERS EQUITY
     F - 27




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
      NOTE 9  SHARE-BASED COMPENSATION
   2010
    
    
    2009
    
    
    2008Expected life (years)
    
    
    5.0 to 7.0
    
    
    
    3.33 to 7.0
    
    
    
    0.83 to 5.0Expected volatility
    
    
    100
    %
    
    
    100
    %
    
    
    94.53 to 95.97
    %Risk-free interest rate
    
    
    1.86 to 3.37
    %
    
    
    0.93 to 3.6
    %
    
    
    2.80 to 4.9
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  F - 28




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Warrant Issuances for the Year Ended March 31, 2008 (Fiscal Year 2008)
      Warrant Issuances for the Year Ended March 31, 2009 (Fiscal Year 2009)
       F - 29




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Warrant Issuances for the Year Ended March 31, 2010 (Fiscal Year 2010)
        F - 30




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
         F - 31




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  Fair Value Measurements and Disclosures
 
    
    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access at the measurement date. An active
market for the asset or liability is a market in which transactions for the asset or
liability occur with sufficient frequency and volume to provide pricing information on an
ongoing basis.
    
    Level 2 inputs are observable inputs other than Level 1 prices, such as quoted prices
for similar assets or liabilities; quoted prices in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data, such as matrix
pricing of fixed income securities.
    
    Level 3 fair value measurements are based on unobservable inputs for the asset or
liability. Unobservable inputs are used to measure fair value to the extent that observable
inputs are not available, thereby allowing for situations in which there is little, if any,
market activity for the asset or liability at the measurement date. Therefore, unobservable
inputs reflect the Companys own assumptions about the inputs that market.
     F - 32




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  2010
    
    
    2009
    
    
    2008Employees and directors
    
    $
    1,770,688
    
    
    $
    734,026
    
    
    $
    131,595Outside consultants
    
    
    243,062
    
    
    
    6,225
    
    
    
    561,043$
    2,013,750
    
    
    $
    740,251
    
    
    $
    692,638
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term (in years)
    
    
    ValueOutstanding at March 31, 2009
    
    
    1,050,000
    
    
    $
    1.22Granted
    
    
    2,373,000
    
    
    $
    2.28Exercised
    
    
    (130,000
    )
    
    $
    1.08Forfeited/expired/cancelled
    
    
    (50,000
    )
    
    $
    3.00Outstanding at March 31, 2010
    
    
    3,243,000
    
    
    $
    1.97
    
    
    
    5.6
    
    
    $
    3,329,750Vested and exercisable at March 31, 2010
    
    
    1,703,000
    
    
    $
    1.34
    
    
    
    5.1
    
    
    $
    2,829,750
  Number of WarrantsOutstanding and exercisable at March 31, 2009
    
    
    10,107,400Granted
    
    
    1,603,112Exercised
    
    
    (3,404,900
    )Forfeited/expired
    
    
    Outstanding, vested and exercisable at March 31, 2010
    
    
    8,305,612
  F - 33




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 NOTE 10  SUBSEQUENT EVENTS
   TM
 TM
  F - 34