##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 2)
 (Mark One)
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111
  
   Common Stock Par Value $0.001
  o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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EXPLANATORY NOTE




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##### 



TABLE OF CONTENTS
 PART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    14Item 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
    
    
    29Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    39Item 8 Financial Statements and Supplementary Data
    
    
    39Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    
    39Item 9A. Controls and Procedures
    
    
    40Item 9B. Other Information
    
    
    42PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    42Item 11. Executive Compensation
    
    
    46Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    51Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    53Item 14. Principal Accountant Fees and Services
    
    
    54PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    55SIGNATURE
    
    
    58Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART I
 
 ITEM 1. BUSINESS.
 FORWARD LOOKING STATEMENTS
    BACKGROUND AND HISTORY
     2




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PLAN OF OPERATION
 Overall Focus
  Inhibitors of Serine Protease Activity, Methods and
Compositions for Treatment of Viral Infections
    Business Efforts
  ®
  3




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LICENSE AND SPONSORED RESEARCH AGREEMENTS
   4




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Bacterial Disorders License
   Viral Disorders License
  Cellular Transplant License
    Bio Holding License
   5




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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
    
    
    $
    
    
    
    $

5,590,980
    
    
    $

5,615,980$
    104,736
    
    
    $
    1,097,460
    
    
    $

6,354,220
    
    
    $

7,556,416
  6




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Minimum
    
    Milestone
    
    Earned
    
    SublicenseLicense Date
    
    Field of Use
    
    Royalties
    
    Royalties
    
    Royalties
    
    RoyaltiesMay 15, 2006
    
    Bacterial Disorders
    
    $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 Disorders (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.  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.
   7




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Type 2 Diabetes
  Influenza
    8




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Cellular Transplantation and Graft Rejection
      9




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OTHER AAT INDICATIONS
 Anthrax
   Bacterial Pneumonia
   Mycobacterium Tuberculosis and Mycobacterium Avium Complex
   10




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RAW MATERIALS
 ® ® ®
 TM
  11




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COMMERCIALIZATION AND COMPETITION
    
    
    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.
  12




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
    
    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.
  Marketing Approvals
  Foreign Regulation
 Possible Pricing Restrictions
  MANUFACTURING
  BACKLOG
   13




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EMPLOYEES
  ENVIRONMENTAL COMPLIANCE
  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.
   14




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
    
    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;
 
    
    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.
   15




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Certain accounting judgments made by our management may prove to be incorrect.
 Fair Value Measurements and Disclosures
 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.
   16




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
    
    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;
 
    
    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.
   17




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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.
   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;
  18




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
    
    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.
  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.
   19




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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.
  We may rely on patents and proprietary rights that may fail to protect our business.
      20




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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.
  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.
   21




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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.
    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.
  22




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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.
  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.
   23




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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 1to
to March 31, 2010
    
    
    3,824
    
    
    $
    10.79
    
    
    
    
    
    
    
    TOTAL
    
    
    10,864
    
    
    $
    11.90
    
    
    
    
    
    
    
    
  26




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Performance Graph
  Comparison
of Cumulative
Total return on Investment
 
 For the Year EndedDecember 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, 2006(As Restated)Statements of Operations Data:Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Loss from operations (1)
    
    
    (12,991,722
    )
    
    
    (1,992,983
    )
    
    
    (1,763,142
    )
    
    
    (1,095,154
    )
    
    
    (2,714
    )Net loss (1) (2)
    
    
    (15,478,884
    )
    
    
    (4,544,521
    )
    
    
    (1,812,567
    )
    
    
    (1,100,674
    )
    
    
    (2,714
    )Net loss per share  basic and
diluted
    
    
    (0.58
    )
    
    
    (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 $6,395,302, $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
$8,069,980 and $2,504,273, respectively.  28




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 Restatement
  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
  30




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License And Sponsored Research Agreements
 Bacterial Disorders License
  Viral Disorders License
  Cellular Transplant License
  License Agreement with Bio Holding, Inc.
    31




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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.  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.
  32




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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
 Other non-operating expenses
 Interest
income/expense net 
  33




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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
 Interest expense
 Warrant Issuances for Fiscal Year 2010
    34




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35




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Warrant modification
  Liquidity and Capital Resources
   36




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Cash and Cash Equivalents
  Cash Flows from Operating Activities
  Cash Flows from Investing Activities
  Cash Flows from Financing Activities
  Anticipated Cash Commitments
    37




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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
   Capitalized License Costs
   38




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 Financial Statements
  Supplementary Data
  For the Quarter EndedJune 30
    
    
    September 30
    
    
    December 31
    
    
    March 31Fiscal Year 2010
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)
    
    
    (As restated)Net sales
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Net loss
    
    
    (807,096
    )
    
    
    (6,533,403
    )
    
    
    (5,032,094
    )
    
    
    (3,106,291
    )Net loss per
share  basic and
diluted
    
    
    (0.03
    )
    
    
    (0.25
    )
    
    
    (0.19
    )
    
    
    (0.11
    )
 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.
   39




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##### Table of Contents



ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
   Remediation of the Material Weakness
  Managements Annual Report on Internal Control over Financial Reporting
 Internal Control 
Integrated Framework
  Change in Internal Control over Financial Reporting
   40




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM To the Board of Directors and
Shareholders 
Omni Bio Pharmaceutical, Inc. We have audited Omni Bio
Pharmaceutical, Inc.’s internal control over financial reporting as of
March 31, 2010, based on criteria established in Internal Control
— Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission. Omni Bio Pharmaceutical, Inc.’s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for
our opinion. A company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (a)pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets
of the company; (b)provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (c)provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets
that could have a material effect on the financial statements. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the
company’s annual or interim financial statements will not be prevented or
detected on a timely basis. The following material weakness has been identified
and included in management’s assessment. As described in Note 1A of
the audited consolidated financial statements as of and for the year ended
March 31, 2010, the Company has restated the consolidated financial
statements related to the Company’s accounting for share-based
compensation and other equity-based charges. This material weakness was
considered in determining the nature, timing, and extent of audit tests applied
in our audit of the March 31, 2010 consolidated financial statements, and
this report does not affect our report dated June 25, 2010, except for
Note 1A for which the date is November 8, 2010 on those consolidated
financial statements. In our opinion, because of the effect
of the material weakness described above on the achievement of the objectives
of the control criteria, Omni Bio Pharmaceutical, Inc. has not maintained
effective internal control over financial reporting as of March 31, 2010,
based on criteria established in Internal Control — Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. We have also audited, in accordance
with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements of Omni Bio Pharmaceutical, Inc.
and our report dated June 25, 2010, except for Note 1A for which the date
is November 8, 2010, expressed an unqualified opinion. HEIN& ASSOCIATES
LLP Denver, Colorado 
November 8,
2010  41




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##### Table of Contents



ITEM 9B. OTHER INFORMATION.
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 EXECUTIVE OFFICERS AND DIRECTORS
  Name
    
    Age
    
    PositionCharles A. Dinarello
    
    67
    
    Acting Chief Executive Officer and DirectorVicki D.E. Barone
    
    50
    
    Chairperson of the BoardMichael D. Iseman
    
    71
    
    DirectorMichael D. Wort
    
    60
    
    DirectorAlbert L. Kramer
    
    77
    
    DirectorSteven M. Bathgate
    
    55
    
    DirectorJeffrey S. Sperber
    
    46
    
    DirectorEdward C. Larkin
    
    59
    
    Chief Operating OfficerRobert C. Ogden
    
    50
    
    Chief Financial Officer, Secretary and Treasurer
  Charles A. Dinarello, MD
   42




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##### Table of Contents



Vicki D.E. Barone
 Michael D. Iseman, MD
 Michael D. Wort
 Albert L. Kramer
 Steven M. Bathgate
  43




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##### Table of Contents



Jeffrey S. Sperber
 Edward C. Larkin
 Robert C. Ogden
 Scientific Advisory Board
  James W. Mier, MD
 James D. Crapo, MD
 Dr. Eli C. Lewis, Ph.D
  44




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##### Table of Contents



Principal Investigator
 Leland Shapiro, MD
 COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
  
    
    Charles A Dinarello failed to timely file a Form 3 relating to his appointment as a
director and our Acting Chief Executive Officer and one Form 4 relating to a grant of
warrants on April 7, 2009.
 
    
    Vicki D.E. Barone failed to timely file a Form 3 relating to her appointment as a
director and two Form 4s, one relating to a grant of warrants on January 29, 2010 and one
relating to the sale of common stock and issuance of options by GVC in connection with the
settlement of an arbitration proceeding on June 19, 2009.
 
    
    Steven M. Bathgate failed to timely file a Form 3 relating to his appointment as a
director and two Form 4s, one relating to a grant of warrants on January 29, 2010 and one
relating to the sale of common stock and issuance of options by GVC in connection with the
settlement of an arbitration proceeding on June 19, 2009.
 
    
    Albert L. Kramer failed to timely file a Form 3 relating to his appointment as a
director.
 
    
    Michael D. Iseman failed to timely file a Form 3 relating to his appointment as a
director and two Form 4s relating to grants of warrants on August 6, 2009 and October 12,
2009.
 
    
    Michael D. Worth failed to timely file a Form 3 relating to his appointment as a
director.
 
    
    Paul H. Dragul (former director of the Company) failed to timely file a Form 3 relating
to his appointment as a director.
 
    
    Edward C. Larkin failed to timely file a Form 3 relating
to his appointment as an
executive officer of the Company.
  45




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##### Table of Contents



CODE OF ETHICS
  NOMINATION OF DIRECTOR CANDIDATES
 th th
 AUDIT COMMITTEE
   
 ITEM 11. EXECUTIVE COMPENSATION.
 COMPENSATION DISCUSSION AND ANALYSIS
 General Philosophy and Objectives
  
    
    To attract, retain, motivate and reward key employees to drive the successful
implementation of the Companys current and long-term strategic, business and financial
goals;
  46




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##### Table of Contents




    
    To align the financial interests of our executives with those of our shareholders;
 
    
    To establish appropriate incentives for management and employees that are consistent
with our culture and values; and
 
    
    To provide an annual compensation program with a high emphasis on long-term equity-based
compensation.
 
  Salaries
  Equity Incentive Compensation
    47




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##### Table of Contents



Tax and Accounting Considerations
 Tax Deductibility of Executive Compensation.
 Accounting.
 COMPENSATION COMMITTEE REPORT
  
 SUMMARY COMPENSATION TABLE
  Fiscal
    
    
    
    
    
    
    Option Awards
    
    
    All OtherName and Principal Position
    
    Year
    
    
    Salary ($)
    
    
    ($) (1)
    
    
    Compensation ($)
    
    
    Total ($)(As restated)
    
    
    
    
    
    (As restated)Charles A. Dinarello (2)
    
    
    2010
    
    
    $
    
    
    
    $
    1,006,996
    
    
    $
    
    
    
    $
    1,006,996Acting Chief Executive OfficerRobert C. Ogden (3)
    
    
    2010
    
    
    $
    72,500
    
    
    $
    983,400
    
    
    $
    
    
    
    $
    1,055,900Chief Financial OfficerEdward C. Larkin (4)
    
    
    2010
    
    
    $
    130,000
    
    
    $
    
    
    
    $
    10,146
    
    
    $
    140,146Chief Operating Officer
 (1)
    
    Amounts for option awards were calculated pursuant to FASB ASC Topic 718 Compensation  Stock
Compensation(ASC 718) and reflect compensation expense recognized in the fiscal year ended March
31, 2010 related to grants of stock purchase warrants exercisable into shares of our
common stock. For a discussion of the assumptions and methodologies used to calculate the amounts
referred to above, please see the disclosure under Note 9 to our consolidated financial statements
under Item 15 of this report.  48




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##### Table of Contents



(2)
    
    Dr. Dinarello was appointed Acting Chief Executive Officer on March 31, 2009. For Fiscal Year
2010, Dr. Dinarello was employed by the University of Colorado Denver and did not receive salary or
any cash compensation from the Company. During Fiscal Year 2010, he was granted warrants to
purchase 1,200,000 shares of our common stock. 600,000 warrants are currently exercisable at $0.50
per share and 150,000 are currently exercisable at $3.00 per share.(3)
    
    Mr. Ogden was appointed Chief Financial Officer of the Company in May 2009 and his reported
salary for fiscal year 2010 was for a partial year. He was initially engaged as a part-time
employee, but commenced full-time duties in the second half of fiscal year 2010. During fiscal
year 2010, he was granted warrants to purchase 350,000 shares of our common stock. 50,000 are
currently exercisable at $0.50 per share and 60,000 are currently exercisable at $3.00 per share.(4)
    
    Mr. Larkin received other compensation in the form of health and dental insurance premiums paid
on his behalf by the Company. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Number of Securities
    
    
    Number of SecuritiesUnderlying
    
    
    Underlying
    
    
    Option ExerciseUnexercised Options
    
    
    Unexercised Options
    
    
    PriceName
    
    Exercisable (#)
    
    
    Unexercisable (#)
    
    
    ($)
    
    
    Option Expiration DateCharles A. Dinarello
    
    
    600,000
    
    
    
    
    
    
    $
    0.50
    
    
    April 7, 2016150,000
    
    
    
    450,000
    (1)
    
    $
    3.00
    
    
    November 13, 2016Robert C. Ogden
    
    
    50,000
    
    
    
    
    
    
    $
    0.50
    
    
    April 15, 201660,000
    
    
    
    240,000
    (2)
    
    $
    3.00
    
    
    November 13, 2016
 (1)
    
    The warrants were granted on November 13, 2010 and vest as follows: 150,000 on March 31, 2011,
150,000 on March 31, 2012 and 150,000 on March 31, 2013.(2)
    
    The warrants were granted on November 13, 2010 and vest as follows: 80,000 on September 30,
2010, 80,000 on September 30, 2011 and 80,000 on September 30, 2012. OPTION EXERCISES AND STOCK VESTED
   49




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##### Table of Contents



DIRECTOR COMPENSATION
  Fees Earned or
    
    
    Stock
    
    
    
    
    
    
    All OtherPaid in Cash
    
    
    Awards
    
    
    Option Awards
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($) (7)
    
    
    ($)
    
    
    ($)(As restated)
    
    
    
    
    
    
    (As restated)Vicki D.E. Barone (1)
    
    
    
    
    
    
    
    
    
    $
    398,166
    
    
    
    
    
    
    $
    398,166Michael D. Iseman (2)
    
    
    
    
    
    
    
    
    
    $
    536,906
    
    
    
    
    
    
    $
    536,906Michael D. Wort (3)
    
    
    
    
    
    
    
    
    
    $
    687,898
    
    
    
    
    
    
    $
    687,898Albert L. Kramer (4)
    
    
    
    
    
    
    
    
    
    $
    398,166
    
    
    
    
    
    
    $
    398,166Steven M. Bathgate (5)
    
    
    
    
    
    
    
    
    
    $
    398,166
    
    
    
    
    
    
    $
    398,166Jeffrey S. Sperber (6)
    
    
    
    
    
    
    
    
    
    $
    701,420
    
    
    
    
    
    
    $
    701,420
 (1)
    
    On July 30, 2009, Ms. Barone was granted a warrant to purchase 50,000 shares of our common
stock at an exercise price of $3.00 per share for director services for Fiscal Year 2010. This
warrant vested on March 31, 2010.(2)
    
    On July 30, 2009, Dr. Iseman was granted a warrant to purchase 25,000 shares of our common
stock at an exercise price of $3.00 per share for the remainder of his first year of director
services. This warrant vested immediately upon grant. On August 6, 2009, he was granted a warrant
to purchase 50,000 shares of our common stock at an exercise price of $3.00 per share for his
second year of director services. This warrant vests on August 5, 2010.(3)
    
    On July 30, 2009, Mr. Wort was granted two warrants to purchase a total of 50,000 shares of our
common stock at an exercise price of $3.00 per share for the remainder of his first year of
director service. Both of these warrants vested immediately upon grant. On October 1, 2009, he
was granted a warrant to purchase 50,000 shares of our common stock at an exercise price of $3.00
per share for his second year of director services. This warrant vests on September 30, 2010.(4)
    
    On July 30, 2009, Mr. Kramer was granted a warrant to purchase 50,000 shares of our common
stock at an exercise price of $3.00 per share for director services for Fiscal Year 2010. This
warrant vested on March 31, 2010.(5)
    
    On July 30, 2009, Mr. Bathgate was granted a warrant to purchase 50,000 shares of our common
stock at an exercise price of $3.00 per share for director services for Fiscal Year 2010. This
warrant vested on March 31, 2010.(6)
    
    On October 12, 2009, Mr. Sperber was granted a warrant to purchase 100,000 shares of our common
stock at exercise price of $3.00 per share for his first year of director services. This warrant
vests on October 11, 2010.(7)
    
    Amounts for option awards were calculated pursuant to ASC 718 and reflect compensation expense
recognized in Fiscal Year 2010 related to grants of stock purchase warrants exercisable into shares
of our common stock. For a discussion of the assumptions and methodologies used to calculate the
amounts referred to above, please see the disclosure under Note 9 to our consolidated financial
statements under Item 15 of this report.  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   50




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  Percent ofNumber of Shares
    
    
    OutstandingName of Beneficial Owner
    
    Beneficially Owned
    
    
    Shares (1)5% Stockholders:BOCO Investments, LLC 
262 East Mountain Avenue
Fort Collins, CO 80524
    
    
    7,587,000
    (2)
    
    
    24.63
    %Leland Shapiro
8765 East 29th Place
Denver, CO 80238
    
    
    3,368,750
    (3)
    
    
    13.66
    %F. Steven and Gayle S. Mooney
3677 S. Huron Street, Suite 102
Englewood, CO 80110
    
    
    2,300,000
    (4)
    
    
    8.06
    %University License Equity Holdings, Inc.
4740 Walnut Street, Suite 100

Boulder, CO 80309
    
    
    1,427,834
    (5)
    
    
    5.37
    %Directors and Named Executive Officers:Vicki D.E. Barone
    
    
    1,853,743
    (6)
    
    
    6.94Michael D. Iseman
    
    
    150,000
    (7)
    
    
    *Michael D. Wort
    
    
    1,100,000
    (8)
    
    
    4.05
    %Albert L. Kramer
    
    
    925,000
    (9)
    
    
    3.37
    %Steven M. Bathgate
    
    
    1,877,364
    (10)
    
    
    7.07
    %Jeffrey S. Sperber
    
    
    
    
    
    
    Charles A. Dinarello
    
    
    750,000
    (11)
    
    
    2.61
    %Edward C. Larkin
    
    
    500,000
    
    
    
    1.82
    %Robert C. Ogden
    
    
    110,000
    (12)
    
    
    *All directors and executive officers as
a group (9 persons)
    
    
    6,303,357
    
    
    
    25.02
    %
 
 *
    
    Less than one percent  51




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##### Table of Contents



(1)
    
    Applicable percentage of ownership is based on 28,038,268 shares of common stock outstanding
on July 12, 2010. Beneficial ownership is determined in accordance with the rules and
regulations of the SEC and means that the holder has voting or investment power with respect
to the subject securities. Shares of common stock issuable upon the exercise of common stock
purchase warrants exercisable currently or within 60 days of July 12, 2010 (unless otherwise
noted) are deemed outstanding and to be beneficially owned by the person holding such warrant
for purposes of computing such persons percentage ownership but are not deemed outstanding
for the purpose of computing the percentage ownership of any other person. Except for shares
held jointly with a persons spouse or subject to applicable community property laws, or as
indicated in the footnotes to this table, each stockholder identified in the table possesses
sole voting and investment power with respect to all shares of common stock shown as
beneficially owned by such stockholder. Unless otherwise provided, the address of all
stockholders is 5350 S. Roslyn Street, Suite 430, Greenwood Village, CO 80111.(2)
    
    Based solely on information included in a Form 3 filed with the SEC on March 11, 2010.
Includes 2,412,000 shares owned, 725,000 shares underlying a warrant currently exercisable at
$0.25 per share, 3,000,000 shares underlying a warrant currently exercisable at $0.50 per
share and 1,450,000 shares underlying a warrant currently exercisable at $1.00 per share.(3)
    
    Based solely on information included in a Form 3 filed with the SEC on April 10, 2009.
Represents 3,368,750 shares owned.(4)
    
    Based solely on information included in a Form 13G filed with the SEC on July 28, 2009.
Includes 900,000 shares owned, 200,000 shares underlying a warrant currently exercisable at
$0.25 per share, 800,000 shares underlying a warrant currently exercisable at $0.50 per share
and 400,000 shares underlying a warrant currently exercisable at $1.00 per share.(5)
    
    Based solely on information included in a Form 13D filed with the SEC on April 23, 2009.
Represents 1,427,834 shares owned.(6)
    
    Includes 627,437 shares owned (of which 25,000 shares are held by Ms. Barones IRA), 100,000
shares underlying a warrant currently exercisable at $1.00 per share, 100,000 shares
underlying a warrant currently exercisable at $1.25 per share, 50,000 shares underlying a
warrant currently exercisable at $3.00 per share, 6,778 shares underlying a warrant
exercisable within 60 days from July 12, 2010 at $2.50 per share and 6,778 shares underlying a
warrant exercisable within 60 days from July 12, 2010 at $3.75 per share. Also includes
962,750 shares owned by GVC, of which Ms. Barone is a Senior Managing Partner. Ms. Barone
disclaims beneficial ownership of these shares.(7)
    
    Includes 75,000 shares underlying a warrant currently exercisable at $1.25 per share, 25,000
shares underlying a warrant currently exercisable at $3.00 per share and 50,000 shares
underlying a warrant exercisable within 60 days from July 12, 2010 at $3.00 per share.(8)
    
    Includes 1,000,000 shares owned, 50,000 shares underlying a warrant currently exercisable at
$1.25 per share and 50,000 shares underlying a warrant currently exercisable at $3.00 per
share.(9)
    
    Includes 775,000 shares owned, 100,000 shares underlying a warrant currently exercisable at
$1.25 per share and 50,000 shares underlying a warrant currently exercisable at $3.00 per
share.(10)
    
    Includes 50,250 shares owned, 578,750 shares owned by Mr. Bathgates spouse, 50,000 shares
owned by Mr. Bathgates daughter, 30,000 shares owned by Bathgate Family Partnership Ltd.,
50,000 shares underlying a warrant currently exercisable at $0.50 per share held by Mr.
Bathgates spouse, 100,000 shares underlying a warrant currently exercisable at $1.25 per
share, 50,000 shares underlying a warrant currently exercisable at $3.00 per share, 2,807
shares underlying a warrant exercisable within 60 days from July 12, 2010 at $2.50 per share
and 2,807 shares underlying a warrant exercisable within 60 days from July 12, 2010 at $3.75
per share. Mr. Bathgate disclaims beneficial ownership of all of the shares owned by his
family members and Bathgate Family Partnership Ltd. Also includes 962,750 shares owned by GVC,
of which Mr. Bathgate is a Senior Managing Partner. Mr. Bathgate disclaims beneficial
ownership of these shares.(11)
    
    Includes 600,000 shares underlying a warrant currently exercisable at $0.50 per share and
150,000 shares underlying a warrant currently exercisable at $3.00 per share.(12)
    
    Includes 50,000 shares underlying a warrant currently exercisable at $0.50 per share and
60,000 shares underlying a warrant currently exercisable at $3.00 per share.  52




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##### Table of Contents



ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 RELATED PARTIES AND TRANSACTIONS
 GVC Capital LLC
   License Agreement with Bio Holding, Inc.
    University License Equity Holdings, Inc. (ULEHI)
 TM
 APPROVAL OF RELATED PARTY TRANSACTIONS
   53




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##### Table of Contents



DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  2010
    
    
    2009Audit Fees
    
    $
    85,490
    
    
    $
    47,162Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    5,000
    
    
    
    6,600All Other Fees
    
    
    
    
    
    
    Total
    
    $
    90,490
    
    
    $
    53,162
 Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
   54




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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)
  55




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##### Table of Contents



EXHIBIT #
    
    DESCRIPTION10.3
    
    
    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)10.6
    
    
    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)
  56




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##### Table of Contents



EXHIBIT #
    
    DESCRIPTION14.1
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the
Registrants Annual Report on Form 10-K filed on June 23, 2010)21
    
    
    Subsidiaries of the Registrant (incorporated by reference to Exhibit 22 to the Registrants
Annual Report on Form 10-Kfiled on June 23, 2010)31.1
    
    
    Certification of Acting Chief Executive Officer Pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934
#31.2
    
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934 #32.1
    
    
    Certification of Acting Chief Executive Officer Pursuant to Section 1350 of Chapter 63 of
Title 18 of the United States Code #32.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18
of the United States Code #
 #
    
    Filed herewith  57




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SIGNATURES
  OMNI BIO PHARMACEUTICAL, INC.November 8, 2010
    By:
    /s/ Robert C. OgdenRobert C. OgdenChief Financial Officer
(Principal Financial and Accounting Officer)  58




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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 To the Board of Directors and
Shareholders 
Omni Bio Pharmaceutical, Inc. and Subsidiary 
Greenwood
Village, Colorado We have audited the accompanying
consolidated balance sheets of Omni Bio Pharmaceutical, Inc. and Subsidiary (a
development stage company) as of March 31, 2010 and 2009, and the related
consolidated statements of operations, stockholders’ equity, and cash
flows for the years ended March 31, 2010 and 2009 and for the period from
February 28, 2006 (inception) to March 31, 2010. These
consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The cumulative statements of
operations, stockholders’ equity, and cash flows for the period
February 28, 2006 (inception) to March 31, 2010 include amounts
for the period from February 28, 2006 (inception) to March 31,
2008, which were audited by other auditors, and our opinion, insofar as it
relates to the amounts included for the period February 28, 2006 through
March 31, 2008, is based solely on the report of other auditors. We conducted our audits in accordance
with the auditing standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion. In our opinion, based on our audits and
the report of other auditors, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of Omni
Bio Pharmaceutical, Inc. and Subsidiary (a development stage company) as of
March 31, 2010 and 2009, and the consolidated results of their operations
and their cash flows for the years ended March 31, 2010 and 2009 and for
the period February 28, 2006 (inception) to March 31, 2010, in
conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1 to the consolidated financial
statements, the Company has incurred recurring losses from operations that
raise substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. As discussed in Note 1A, the
March 31, 2010 consolidated financial statements have been restated to
correct the Company’s accounting for share-based compensation and other
equity-based charges. We have also audited, in accordance
with the standards of the Public Company Accounting Oversight Board (United
States), Omni Bio Pharmaceutical, Inc. and Subsidiary’s internal control
over financial reporting as of March 31, 2010, based on criteria
established in Internal Control — Integrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission, and our
report dated November 8, 2010 expressed an opinion that Omni Bio
Pharmaceutical, Inc. and Subsidiary had not maintained effective internal
control over financial reporting as of March 31, 2010 based on criteria
established in Internal Control — Integrated Frameworkissued by
the Committee of Sponsoring Organizations of the Treadway Commission. HEIN& ASSOCIATES
LLP Denver, Colorado 
June 25,
2010, except for Note 1A for which the date is November 8, 2010  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
    
    
    2009(As restated)ASSETSCurrent 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
    
    
    24,573,783
    
    
    
    8,186,704Deficit accumulated during the development stage
    
    
    (22,939,360
    )
    
    
    (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, 2010(As restated)
    
    
    
    
    
    
    
    
    
    
    (As restated)Operating expensesGeneral and administrative (including share-based
compensation of $6,395,302, $740,251, $692,638
and $7,861,116, respectively)
    
    $
    7,375,742
    
    
    $
    1,031,911
    
    
    $
    1,366,976
    
    
    $
    10,333,998License fee
 related party
    
    
    5,615,980
    
    
    
    
    
    
    
    
    
    
    
    5,615,980Research 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
    
    
    12,991,722
    
    
    
    1,992,983
    
    
    
    1,763,142
    
    
    
    17,845,715Loss from operations
    
    
    (12,991,722
    )
    
    
    (1,992,983
    )
    
    
    (1,763,142
    )
    
    
    (17,845,715
    )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
    
    
    (2,479,000
    )
    
    
    (152,686
    )
    
    
    
    
    
    
    (2,631,686
    )Total non-operating expenses
    
    
    (2,487,162
    )
    
    
    (2,551,538
    )
    
    
    (49,425
    )
    
    
    (5,093,645
    )Net loss
    
    $
    (15,478,884
    )
    
    $
    (4,544,521
    )
    
    $
    (1,812,567
    )
    
    $
    (22,939,360
    )Basic and diluted net loss per share
    
    $
    (0.58
    )
    
    $
    (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 (DeficitCommon stock purchase warrants exercised cashless
(August and September 2009 at weighted average exercise
price of $1.10 per share)
    
    
    
    
    
    
    
    
    
    
    268,720
    
    
    $
    269
    
    
    $
    (269
    )
    
    
    
    
    
    $
    Common stock purchase warrant issued to related party for
license fee (September 2009 at estimated fair value of $8.60
per share and exercise price of $3.00 per share, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,590,980
    
    
    
    
    
    
    
    5.590,980Common 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 $9.92 per share), as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,479,000
    
    
    
    
    
    
    
    2,479,000Common 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),
as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,395,302
    
    
    
    
    
    
    
    6.395,302Contributed rent
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,780
    
    
    
    
    
    
    
    3,780Net loss, as restated
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,478,884
    )
    
    
    (15,478,884
    )Balances at March 31, 2010, as restated
    
    
    
    
    
    $
    
    
    
    
    27,987,018
    
    
    $
    27,987
    
    
    $
    24,573,783
    
    
    $
    (22,939,360
    )
    
    $
    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
    
    
    2010(As restated)
    
    
    
    
    
    
    
    
    (As restated)CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (15,478,884
    )
    
    $
    (4,544,521
    )
    
    $
    (1,812,567
    )
    
    $
    (22,939,360
    )Adjustments used to reconcile net loss to net cash used in
operating activities:Charge for warrant issued for purchase of license 
related party
    
    
    5,590,980
    
    
    
    
    
    
    
    
    
    
    
    5,590,980Common stock issued pursuant to license agreements
    
    
    
    
    
    
    719,772
    
    
    
    10,729
    
    
    
    763,240Share-based compensation
    
    
    6,395,302
    
    
    
    740,251
    
    
    
    692,638
    
    
    
    7,861,116Charge 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
    
    
    2,479,000
    
    
    
    152,686
    
    
    
    
    
    
    
    2,631,686Accretion 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 transactionAmounts 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 1A  RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
 Compensation  Stock Compensation
  F-14




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  As reported
    
    
    Adjustment
    
    
    As restatedBalance sheet data  March 31, 2010Additional paid-in capital
    
    $
    14,120,251
    
    
    $
    10,453,532
    
    
    $
    24,573,783Deficit accumulated during the development stage
    
    
    (12,485,828
    )
    
    
    (10,453,532
    )
    
    
    (22,939,360
    )Total stockholders equity
    
    $
    1,662,410
    
    
    $
    
    
    
    $
    1,662,410
 As reported
    
    
    Adjustment
    
    
    As restatedStatement of Operations data 
For the year ended March 31, 2010General and administrative expenses (1)
    
    $
    2,994,190
    
    
    $
    4,381,552
    
    
    $
    7,375,742License fee  related party
    
    
    1,495,000
    
    
    
    4,120,980
    
    
    
    5,615,980Total operating expenses
    
    
    4,489,190
    
    
    
    8,502,532
    
    
    
    12,991,722Loss from operations
    
    
    (4,489,190
    )
    
    
    (8,502,532
    )
    
    
    (12,991,722
    )Charges for modifications to warrants
    
    
    (528,000
    )
    
    
    (1,951,000
    )
    
    
    (2,479,000
    )Net loss
    
    $
    (5,025,352
    )
    
    $
    (10,453,532
    )
    
    $
    (15,478,884
    )Basic and diluted net loss per share
    
    $
    (0.19
    )
    
    $
    (0.39
    )
    
    $
    (0.58
    )
 As reported
    
    
    Adjustment
    
    
    As restatedStatement of Cash Flows data 
For the year ended March 31, 2010Net loss
    
    $
    (5,025,352
    )
    
    $
    (10,453,532
    )
    
    $
    (15,478,884
    )Share-based compensation
    
    $
    2,013,750
    
    
    $
    4,381,552
    
    
    $
    6,395,302Charge for warrant issued for purchase of license 
related party
    
    
    1,470,000
    
    
    
    4,120,980
    
    
    
    5,590,980Charges for modifications to warrants
    
    
    528,000
    
    
    
    1,951,000
    
    
    
    2,479,000Net cash used in operating activities
    
    $
    (1,793,869
    )
    
    $
    
    
    
    $
    (1,793,869
    )
 (1)
    
    Includes share-based compensation. NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
  Reclassifications
   F-15




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Cash and Cash Equivalents
  Revenue Recognition and Accounts Receivable
  Property and Equipment
   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
  F-16




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
  For the Years Ended March 31,2011
    
    $
    5,1852012
    
    
    5,1852013
    
    
    5,1852014
    
    
    5,1852015
    
    
    5,185Thereafter
    
    
    41,190Total
    
    $
    67,115
 Impairment of Long-lived Assets
  Research and Development
  Fair Value of Financial Instruments
  Use of Estimates
  Earnings (Loss) per Share
 Earnings per Share )
  F-17




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
   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
 Share-based Compensation
 Compensation  Stock Compensation
 Income Taxes
 Income Taxes .
  Recently Issued Accounting Pronouncements
   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 3  MERGER TRANSACTION
    Cash
    
    $
    5,000Other current assets
    
    
    1,500Note payable  related party
    
    
    (132,000
    )Net liabilities assumed
    
    $
    (125,500
    )
    Derivatives and Hedging
  F-19




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Warrant Modifications
    NOTE 4  PRIVATE PLACEMENTS
 Private Placement  March 31, 2009
     F-20




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
   Estimated Fair ValueNumber of Warrants
    
    
    
    
    Exercise Price
    
    
    Charge recorded1,950,000
    
    
    
    
    $
    0.001
    
    
    $
    1,948,237991,100
    
    
    
    
    $
    0.25
    
    
    
    49,8423,964,400
    
    
    
    
    $
    0.50
    
    
    
    185,7842,094,400
    
    
    
    
    $
    1.00
    
    
    
    167,9048,999,900
    
    
    
    
    
    
    
    
    $
    2,351,767
 Private Placement  December 2009 and January 2010
      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 5  RELATED PARTIES AND DEBT OBLIGATIONS
 Convertible Note Payable  Related Party
   Debt with Conversion and Other Options ,
    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 Payable  BOCO Investments, LLC
  ,
   Note Payable  WestMountain Prime, LLC
   F-23




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##### Table of Contents



OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Other Obligations
    NOTE 6  COMMITMENTS AND CONTINGENCIES
 License Agreement with Bio Holding, Inc.
    F-24




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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-25




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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 starting May 15, 2011
    
    $30,000 to $300,000 (1)
    
    4% of Net Sales
    
    20% to 30
    %March 30, 2008
    
    Viral Disorders (including HIV)
    
    $50,000 per year after first commercial sale
    
    $100,000 to $150,000 (2)
    
    4% of Net Sales
    
    20% to 30
    %November 12, 2008
    
    Cellular Transplant /Graft Rejection
    
    $50,000 per year after first commercial sale
    
    $25,000 to $200,000 (3)
    
    3% of Net Sales
    
    20% to 30
    %September 28, 2009
    
    Diabetes
    
    None
    
    None
    
    4% of Gross Revenues (4)
    
    
    30
    %(4)
 (1)
    
    Payable to RUC as follows: $30,000 upon completion of preclinical trial;
$50,000 upon completion of a phase I clinical trial; $100,000 upon completion of a phase
II clinical trial; $200,000 upon completion of a phase III clinical trial; and $300,000
upon receipt of approval of FDA or foreign equivalent.(2)
    
    Payable to RUC as follows: $100,000 upon completion of any phase III clinical trial and
$150,000 upon first commercial sale. No milestone royalties are required for the first
indication. For the second indication, 100% of the milestone royalties shall be paid, and
for subsequent indications 50% of the milestone royalties shall be paid.(3)
    
    Payable to RUC as follows: $25,000 upon initiation of a phase II clinical trial;
$100,000 upon initiation of a phase III clinical trial; and $200,000 upon receipt of
approval of FDA or foreign equivalent.(4)
    
    Payable to Bio Holding.   F-26




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Operating Leases
    Years ended March 31,2011
    
    $
    21,3772012
    
    
    21,9642013
    
    
    18,834$
    62,175
 Contributed Rent
  NOTE 7  INCOME TAXES
   March 31,2010
    
    
    2009(As restated)Deferred tax assets (all long-term)Net operating loss carryforwards
    
    $
    1,677,732
    
    
    $
    1,260,713Share-based compensation
    
    
    2,908,239
    
    
    
    535,582Valuation allowance
    
    
    (4,585,971
    )
    
    
    (1,796,295
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  F-27




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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
    
    
    2008(As restated)Income tax benefit computed at federal statutory rate
    
    $
    (5,262,821
    )
    
    $
    (1,545,137
    )
    
    $
    (616,273
    )Charges for warrants issued to outside parties
    
    
    2,990,735
    
    
    
    928,084
    
    
    
    State income taxes, net of federal benefit
    
    
    (475,195
    )
    
    
    (139,062
    )
    
    
    (55,579
    )Other
    
    
    (42,395
    )
    
    
    24,353
    
    
    
    3,735Change in valuation allowance
    
    
    2,789,676
    
    
    
    731,762
    
    
    
    668,117Income tax benefit
    
    $
    
    
    
    $
    
    
    
    $
    
    NOTE 8  STOCKHOLDERS EQUITY
     F-28




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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-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, 2008 (Fiscal Year 2008)
      Warrant Issuances for the Year Ended March 31, 2009 (Fiscal Year 2009)
       F-30




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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-31




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
         F-32




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OMNI BIO PHARMACEUTICAL, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
 Warrant modification
   2010
    
    
    2009
    
    
    2008(As restated)Employees and directors
    
    $
    5,111,115
    
    
    $
    734,026
    
    
    $
    131,595Outside consultants
    
    
    1,284,187
    
    
    
    6,225
    
    
    
    561,043$
    6,395,302
    
    
    $
    740,251
    
    
    $
    692,638
    WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingExercise
    
    
    Contractual
    
    
    AggregateShares
    
    
    Price
    
    
    Term (in years)
    
    
    Intrinsic Value(As restated)Outstanding 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
    
    
    $
    25,645,000Vested and exercisable at March 31, 2010
    
    
    1,703,000
    
    
    $
    1.34
    
    
    
    5.1
    
    
    $
    14,921,050
  F-33




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