UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





Form
10-K





(Mark
One)


[]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
fiscal year ended_____________________________________




or




[X]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the transition period from December 31, 2008 to March 31, 2009





Commission
file number:000-52530





Omni Bio Pharmaceutical,
Inc.




(Exact
Name of Registrant as Specified in its Charter)





Colorado
              20-8097969State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization
              Identification
      No.)





5350 South Roslyn, Suite
400, Greenwood Village, CO  80111


(Address
of principal executive offices, including zip code)





Registrant's
telephone number including area code  (303)
867-3415





Securities
registered under Section 12(b) of the Act:  NONE





Securities
registered under Section 12(g) of the Act:





Common Stock Par Value
$0.001


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes [
]   No [X].





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes
[  ]   No[X]





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.   Yes [X]   No [ ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes[ ]   No[ ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X}





Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer,” and “small reporting company” in
Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]  (Do not check if a smaller reporting
      company)
            Smaller
      reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[  ]  No [X]





As of
September 30, 2008, the last business day of the registrant’s most recently
completed second fiscal quarter, there were 1,810,496 shares of the registrant’s
common stock outstanding. The aggregate market value of the registrant’s voting
and non-voting common stock that was held by non-affiliates on such date was
approximately $43,670 based on the closing sale price of the registrant’s common
stock on such date as reported on the Over the Counter Bulletin
Board.





The
number of shares outstanding of the Registrant’s common stock, as of the latest
practicable date, June 26, 2009, was 24,873,790.

















TABLE
      OF CONTENTSPART IItem
      1.
                            Business
                            3Item
      1A.
                            Risk
      Factors
                            13Item
      1B.
                            Unresolved
      Staff Comments
                            21Item
      2.
                            Properties
                            21Item
      3.
                            Legal
      Proceedings
                            21Item
      4.
                            Submission
      of Matters to a Vote of Security Holders
                            21PART IIItem
      5.
                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer
                              Purchases
      of Equity Securities
                            22Item
      6.
                            Selected
      Financial Data
                            27Item
      7.
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            27Item
      7A.
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            31Item
      8
                            Financial
      Statements and Supplementary Data
                            31Item
      9.
                            Changes
      in and Disagreements With Accountants on Accounting and
                              Financial
      Disclosures
                            31Item
      9A(T).
                            Controls
      and Procedures
                            32Item
      9B.
                            Other
      Information
                            33PART IIIItem
      10.
                            Directors,
      Executive Officers and Corporate Governance
                            34Item
      11.
                            Executive
      Compensation
                            38Item
      12.
                            Security
      Ownership of Certain Beneficial Owners and Management and
      Related
                              Stockholder
      Matters
                            41Item
      13
                            Certain
      Relationships and Related Transactions, and Director
      Independence
                            44Item
      14.
                            Principal
      Accountant Fees & Services
                            46PART IVItem
      15.
                            Exhibits
      and Financial Statement Schedules
                            47SIGNATURES
                            48








-
2 -





PART
I





ITEM
1.  BUSINESS.





FORWARD
LOOKING STATEMENTS





The
following discussion contains forward-looking statements regarding us, our
business, prospects and results of operations that are subject to certain risks
and uncertainties posed by many factors and events that could cause our actual
business, prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors that may
affect such forward-looking statements include, without limitation: our ability
to successfully develop new products and services for new markets; the impact of
competition on our revenues, changes in law or regulatory requirements that
adversely affect or preclude clients from using us for certain applications;
delays our introduction of new products or services; and our failure to keep
pace with our competitors.





When used
in this discussion, words such as "believes," "anticipates," "expects,”
"intends" and similar expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. We
undertake no obligation to revise any forward-looking statements in order to
reflect events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in this
report and other reports filed with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that may affect
our business.





Except as
the context otherwise requires, the terms "Company," "we," "our,” "us" or
“Omni,” means Omni Bio Pharmaceutical, Inc. and its wholly-owned subsidiary,
Omni Bio Operating, Inc.





BACKGROUND
AND HISTORY





We were
incorporated under the name of Across America Financial Services, Inc. (“Across
America”), under Colorado law on December 1, 2005 as a wholly-owned subsidiary
of Across America Real Estate Corp.  In March 2007, Across America
filed a Form SB-2 registration statement with the SEC to register the spin-off
of the shares to the shareholders of Across America Real Estate
Corp.  The registration statement was subsequently declared effective
and the spin-off was completed on or about March 23, 2007.  Across
America intended to act as a mortgage broker for commercial real estate
transactions.  However, no revenues were generated from this
business.





Maxcure
Pharmaceutical, Inc. (“Maxcure”) was formed as a Colorado corporation on
December 26, 2006 for the purpose of entering into a license agreement with the
University of Colorado’s (“CU”) University of Colorado Health Science Center
(the "UCHSC") and to pursue a research agreement with UCHSC to further
scientific study on a previously FDA-approved pharmaceutical's method of action
on various forms of viral illness.  Apro Bio Pharmaceutical
Corporation, a Utah corporation ("Apro Utah") was originally incorporated under
the laws of the state of Utah on February 28, 2006 for the purpose of advancing
the underlying licensed scientific art to attain the ability to sell treatments
and/or countermeasures commercially to the Federal Government related to
bacterial infections.  On March 31, 2008, Apro Utah was merged into
Maxcure, with Maxcure being the surviving corporation and Apro Utah deemed the
acquirer for accounting purposes. The name of the merged entity was changed to
Apro Bio Pharmaceutical Corporation (“Apro Bio”).





On March
31, 2009, Across America completed the acquisition of Apro Bio pursuant to the
terms of the Agreement of Merger and Plan of Reorganization, as amended (the
"Merger) among Across America, Apro Bio and Across America Acquisition Corp.
(“AAAC”), a Colorado corporation and a wholly-owned subsidiary of Across
America.  Under the terms of the Merger, AAAC was merged into Apro
Bio, and Apro Bio became a wholly-owned subsidiary of the Company. The
shareholders of Apro Bio were issued a total of 18,210,295 shares of the
Company's common stock in exchange for their Apro Bio shares.  Also as
part of the Merger, outstanding warrants to purchase 2,157,500 shares of the
common stock of Apro Bio were automatically converted into warrants to purchase
the same number of shares of our common stock, and a  note,
convertible into 25,000 shares of the common stock of Apro Bio, was converted
into a note convertible into 25,000 shares of our common stock on the same terms
and conditions as before.  Also in connection with the Merger, we
issued to Bathgate Capital Partners LLC 1,750,000 warrants to purchase our
common stock at an exercise price of $0.001 per share.





-
3 -





The
Merger also required Across America take the actions necessary to change its
name to Omni Bio Pharmaceutical, Inc (“Omni”).  We changed our name
with the Colorado Secretary of State on May 27, 2009.





OVERVIEW





We intend
to commercialize a broad patent portfolio licensed from the UCHSC, and a
component of these applications involves use of existing FDA approved drugs to
treat a variety of bacterial and viral diseases, biohazards and transplant
rejection.





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





PLAN
OF OPERATION





We plan
to acquire and develop existing and novel therapies that we believe have the
potential to move through clinical trials quickly, shepherd them through the FDA
approval processes and advance them through commercialization.  This
core strategy is based on licensing issued and pending patents, which will
initially involve an existing FDA approved drug that has come off of its initial
patents, and has shown to be therapeutically effective in treating a genetic
deficiency and unrelated to our intellectual property.





This
approach is similar to what developed for the drug Minoxodil (trade named
Rogaine®), which previously had come off its initial patents to treat high blood
pressure.  Scientists working at the UCHSC in the 1970’s initially
discovered that the drug could be used to stimulate hair growth and the drug was
subsequently put into production to treat baldness by Upjohn using a
method-of-use license from the University of Colorado (“CU”).





We intend
to outsource the normally capital intensive scientific function to academic
research institutions, such as our agreements with CU and Colorado State
University (“CSU”).  This approach provides a specific scientific
budget for us to fund each application and lessens the possibility of
substantial cost overruns being incurred internally.  Work contracted
with CU or other research institutions is expected to provide a contractually
guaranteed work product, greatly increasing the viability of financial
forecasting.  With this approach, our management team should be able
to devote its time to working with the project's lead scientists, overseeing
necessary patent work, and dealing with reasonable levels of corporate
overhead.





We intend
to initially devote our efforts to developing a new prophylactic (preventative)
and therapeutic treatment for anthrax infection, including bioengineered or
“weaponized” anthrax. This technology may also provide treatment options for
bacterial pneumonia and mycobacterium tuberculosis infections and other
bacterial diseases. These proposed products will be based on patented and patent
pending breakthrough discoveries in the field of serine protease
inhibition.  Management believes that the early-stage proof of
principle supports protease blockade as a means to treat disease.





Management believes that several
advantages separate this technology from alternative treatment approaches for
anthrax and other types of bacterial infections:





●
            Strong
      proof of principle;


●
            Broad
      and deep intellectual property
portfolio;


●
            Immediate
      availability of clinical drug candidates that are already approved for use
      in humans; and


●
            Possible
      access to FDA Orphan Drug Status that could protect our market from
      secondary entrance by generic drug manufacturers for an additional seven
      years of patent protection.








-
4 -





Future
research essential for developing these strategies will be conducted in
accordance with the world-wide licensing rights and our existing and pending
collaborative Sponsored Research Agreements (“SRAs”) with CU.





The US
Government in recent years has established a number of government programs which
are providing funds to companies that are pursuing promising technologies for
the prevention of or treatment of bio-hazard related diseases, including
anthrax. We intend to focus on the rapid advancement of the therapeutics through
remaining animal and clinical testing necessary for possible EUA (“early use
authorization”) sale to the Federal Government or Department of Defense for
accelerated commercialization.  The path leading to an anti-anthrax
therapy may involve an abbreviated testing regimen since successful animal
studies could conclude efficacy assessment of our technologies. The extremely
high mortality in persons exposed to inhalation anthrax precludes clinical
studies in humans.  Therefore, we intend to apply for status under the
Animal Efficacy Rule as designated by the FDA and the newly formed Office of
Counterterrorism and Emerging Threats (“OCET”) offices to move through the
animal development model.





In addition, our management believes
that the clinical approval process for initially planned therapies may be
fast-tracked because the therapeutic being studied is already approved for human
use, and there is a long safety record associated with the therapeutic. We also
believe that government agencies will welcome novel solutions for bio-weapons
attacks.





As a
result of the foregoing and the FDA’s streamlined OCET rules that are designed
to assist companies working to develop Chemical, Biological and Radiological
Countermeasures, we believe that we may be able to take our proposed anthrax
treatment from laboratory study to commercial application in considerably less
time and expense than alternative non-FDA approved technologies. We intend to
establish strategic relationships with value adding industry leaders for
co-development, marketing and financing. These important alliances may
accelerate the advancement of our treatment solutions to final FDA approval and
commercialization.





SCIENTIFIC
RESEARCH





We do not
intend to conduct scientific research internally. Scientific research we have
considered necessary for licensing the anti-microbial technology has been
conducted by a specialized team at the University of Colorado under the
supervision of Dr. Leland Shapiro MD, FACP.  Further research and
development will continue through an SRA between us and CU, and potentially
additional universities, including CSU.





We plan
to sub-contract to, or co-venture with companies that possess the
infrastructure, expertise and large scale marketing capability to properly
handle commercialization. The current exception to this plan would be to retain
the direct marketing of drug products internally, where the prospective
purchaser is the United States Government or an agency within such Federal
Agencies as Health and Human Services.  Marketing to the U.S.
Government, as well as to other countries’ centralized purchasing departments,
would require marketing personnel.





LICENSE
AGREEMENTS WITH THE UNIVERSITY OF COLORADO





The
University of Colorado Technology Transfer Office serves as a facilitator
between inventors, entrepreneurs, business advisors, students, and service
providers to support the creation and early development of start-up companies
based on the University's technologies.  On May 15, 2006, we entered
into our first exclusive license agreement with the Regents of the University of
Colorado (the “RUC”) on behalf of the UCHSC relating to anthrax, tuberculosis
and bacterial pneumonia.  CU granted us an exclusive worldwide license
to use intellectual property covered by various U.S. Provisional Patent
Applications filed by CU.





In
conjunction with our licensing agreement with the RUC, we entered into a stock
subscription agreement with a designee and beneficiary of the RUC, University
License Equity Holdings, Inc. (“ULEHI”).  Pursuant to this agreement
we issued 4% of our fully diluted outstanding common stock and common stock
equivalents, post issuance, to ULEHI, in consideration of their issuing to us
the exclusive license agreement.  On March 31, 2008 we entered into an
additional license agreement with the RUC for an issued patent related to the
therapeutics’ method of use in treating various forms of viral infection
including, but not limited to HIV and influenza.








-
5 -





On
November 12, 2008 we entered into a third license agreement with the RUC,
whereby we obtained an additional license for the treatment of cell
rejection.  In conjunction with this license, we agreed to issue
simultaneous with the completion of our transaction with Across America
Financial Services, Inc., an additional 2% of our fully-diluted shares
outstanding upon completion of the merger and the associated private
placement.  Upon completion of the Merger on March 31, 2009, ULEHI
became the beneficial owner of a total of 1,427,834 of our outstanding shares,
or approximately 6% of our 23,164,567 outstanding shares of common stock on that
date.





CU is
also entitled to receive minimum royalty payments; a royalty based on net sales
of products under the three license agreements (collectively, the “License
Agreements”); milestone royalties per usage of certain licensed technologies,
and royalties on any revenues it receives from sublicensing the
technologies.  The following table summarizes the terms of the License
Agreements:





License
                  Date
                Fields
                  of
      Use
                Minimum
                  Royalties
                Milestone
                  Royalties
                Earned
                  Royalties
                Sublicense
                  RoyaltiesMay
      15, 2006
                Anthrax;
      TB; Bacterial Pneumonia
                $25,000
      per year
                  Starting
      5/15/2011
                $30,000  to
      $300,000(1)
                4%
      of
                  Net
      Sales
                20%
      to 30%March
      31, 2008
                Viruses
      (including HIV)
                $50,000
      per year after
                  first
      commercial sales
                $100,000
      to 150,000 (2)
                4%
      of
                  Net
      Sales
                20%
      to 30%November
      12, 2008
                Cell
      Graft Rejection
                $50,000
      per year after
                  first
      commercial sales
                $25,000
      to $200,000 (3)
                3%
      of
                  Net
      Sales
                20%
      to 30%_______________




(1)
Payable $30,000 upon completion of preclinical trial; $50,000 upon completion of
a phase I clinical trial; $100,000 upon completion of a phase II clinical trial;
$200,000 upon completion of a phase III clinical trial; and $300,000 upon
receipt of approval of FDA or foreign equivalent.





(2)
Payable $100,000 upon completion of any phase III clinical trial and $150,000
upon first commercial sale.  No milestone royalties are required for
the first indication.  For the second indication 100% of the milestone
royalties shall be paid, and for subsequent indications 50% of the milestone
royalties shall be paid.





(3)
Payable $25,000 upon initiation of a phase II clinical trial; $100,000 upon
initiation of a phase III clinical trial; and $200,000 upon receipt of approval
of FDA or foreign equivalent.





Under the
License Agreements, we have an exclusive, royalty-bearing license to certain of
CU’s patent rights (the “Patent Rights”) on a worldwide basis to make, use,
sell, lease, offer to sell, and import any licensed products in the fields of
use and to practice any licensed processes in the fields of use. In addition,
any improvements to the inventions by CU claimed in the Patent Rights or to any
other preexisting patent application or patent that is dominated by the Patent
Rights shall be included in the terms and conditions of the respective license
agreement with no additional compensation to CU.





The
License Agreements further provide that in the event that Dr. Leland Shapiro,
Dr. Charles Dinarello or anybody working in a laboratory under the supervision
or direction of Dr. Shapiro or Dr. Dinarello makes any invention in the field of
use, the practice of which would not require the practice of an invention
claimed in or covered by the licensed Patent Rights (“Independent Invention”),
then provided such Independent Invention is not subject to any prior contractual
or legal obligations, we would have an exclusive option (“Option”) to obtain the
exclusive, worldwide, commercial rights to each Independent Invention on terms
and conditions to be negotiated in good faith by the parties following the
exercise of the Option.





One of
the patent applications titled “Inhibitors of Serine Protease Activity and Their
Use in Methods and Compositions for Treatment of Bacterial Infections,” relates
to several discoveries in the field of protease inhibition.  This
refers to a strategy to treat disease by blocking the activity of host-derived
naturally-occurring molecules called serine proteases.  Over-activity
of these molecules is associated with disease progression.  Therefore,
the blockade of protease function is a strategy to treat disease.  We
believe the therapeutic has a broad spectrum of possible bacterial and viral
indications, making the therapeutic agent a potential cornerstone product for
us.





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6 -








We
believe that this patented and patent pending technology and related research
conducted in this area will also provide opportunities for us to develop
proprietary therapies to treat disease due to other bacterial
infections.  Our licensing of existing FDA approved technology for
other indications may give it a lead to market in the use of the licensed
compounds in bacterial infection.  This position may allow us to
advance early science in the development of new IP that may lead to our longer
term goal of creating new pharmaceutical counter-measures involving proprietary
composition of matter.





SPONSORED
RESEARCH AGREEMENT WITH UNIVERSITY OF COLORADO





On May
15, 2006 we entered into a three year sponsored research agreement with the
University of Colorado relating to research to be undertaken by CU related to
the development of the licensed technology for anthrax and bacterial
pneumonia.  Under the SRA, we are required to make payments
aggregating $1,097,460 during the term of the agreement.  On January
9, 2009 we amended the agreement and extended the year 3 payments to $80,000
quarterly payments to begin on April 1, 2009.  We anticipate entering
into two additional SRAs with CU related to our viral license and recently
executed license agreement related to graft rejection technology.





SERVICES
AGREEMENT WITH COLORADO STATE UNIVERSITY





In June
2007, we entered into a services agreement with Colorado State University to
perform research services related to the effect of an anti-microbacterial
molecule on the tuberculosis bacteria.  We have not determined if we
are going to move forward with the study.





TARGETED
MARKETS AND CURRENTLY AVAILABLE TECHNOLOGIES





I.
Anthrax





There
have been several research efforts focused on anthrax treatment.  None
of these approaches has resulted in the production of an approved treatment for
anthrax, and these efforts are at varying stages of
experimentation.  These efforts fall generally into one of the
following categories:





1.           Passive
immunization.





This
approach to anthrax therapy involves administering an antibody by vein into a
person.  The antibody is directed against a component of the anthrax
toxin and this reduces the toxin’s effect.  There are several
limitations to this approach.  These therapies must be administered by
vein, requiring substantial expertise and expenditures of time and
resources.  These are important limitations for any bioweapon
treatment, since the overwhelming majority of persons treated will be suspected
of anthrax or other bioweapon exposure, and relatively few persons are likely to
have documented infection.  As an example, in the anthrax bioterrorism
event of October 2001 involving the US postal system, 32,000 persons were given
Ciprofloxacin as a preventative measure for 22 cases of confirmed or suspected
anthrax infection (10 infected by the inhaled route).





This
observation underscores the critical importance of developing a treatment that
is non-invasive, fast, and easy to administer in the field without a requirement
for hospital based health care resources.  The prospect of 32,000
people being rapidly admitted to a hospital to receive intravenous infusions of
an antibody is unrealistic.  Additional problems include the increased
risks of adverse side effects (compared to possible benefits) of using an
intravenous product, as well as the large expense involved (intravenous
insertion and maintenance, emergency room and other hospital costs,
etc).  Finally, since all of these therapies target components of the
toxin produced by the bacterium itself, there is the risk that natural or
deliberate mutations in the toxin structure will render these treatments
ineffective.








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7 -





2.           Active
immunization.





This
involves administering anthrax vaccination to large segments of the
population.  Problems with this approach include an 18-month
administration schedule, as well as reduced efficacy of each successive
vaccination due to toxicity to the cells that generate the immune
response.  This will provide almost no benefit to exposed or possibly
exposed persons in the event of an acute attack, and it is highly unlikely that
large numbers of persons in the general population will obtain this vaccination
prophylacticly.  As an example, the CDC suggested that all first
responders be vaccinated against smallpox.  The number of such first
responders was estimated to be up to 10 million persons.  However,
compliance was extremely poor, with approximately 40,000 responders volunteering
for vaccination (about one half of one percent).  Costs and vaccine
adverse reactions have been obstacles for more widespread
acceptance.





3.           Novel molecules that interfere with
the anthrax toxin activity.





There are
a few efforts of note in this area and they are all in early stages of
investigation.  None of these approaches are near government approval
for use in humans, and there are many unanswered questions concerning their
use.  For example, the method of delivery to infected or exposed
persons, the stability of such a substance in the body, the method of delivery
to patients (probably by vein with all the above mentioned drawbacks) and the
method of mass production remain open questions at this time.  Also,
since all these agents target components of the toxin produced by the bacterium
itself, there is again the risk that natural or deliberate mutations in the
toxin will render these treatments ineffective.





4.           Biological agents used to kill
anthrax; bacteriaphage viruses.





This
approach is very recent and is likely years away from experimentation in
humans.  At this time it is unclear if such complex viruses can be
synthesized and delivered to infected or exposed patients.  There is
no precedent for the use of such a biological agent to treat a disease like
anthrax infection, and substantial investment in pre clinical studies will be
required.  However, this technology does have potential use as a
method to detect the presence of anthrax in the environment.  This is
the likely niche for future development of this technology.





Direct
potential competitors in the anthrax treatment market include Human Genome
Sciences, Inc.  Human Genome has received a $165 million dollar
contract to deliver 20,000 doses of an FDA approved therapeutic to the
Department of Health and Human Services for the treatment of inhalation anthrax
infection, upon FDA approval.  Abthrax®, Human Genome’s proprietary
product, is a human monoclonal antibody, which blocks the binding to the cell
surface of the anthrax antigen.   Human Genome reports that in
early animal studies the therapeutic is well tolerated and has not shown it to
have any significant side effects.





II.
Mycobacterium Tuberculosis and Mycobacterium Avium Complex





Infection
with tuberculosis (“TB”) is a global concern.  According to the World
Health Organization, in 2005, approximately one-third of the world population
was infected with this organism and 1,600,000 deaths resulted from TB.
Antimicrobial agents used to treat TB must be administered for a prolonged
period of time, in the range of six to eighteen (6-18) months.  A
disturbing recent development is the detection of multi-drug resistant strains
of TB that are difficult to treat with available anti-TB drugs.  Some
of these resistant organisms are all but incurable using currently-available
antibiotics.  Our approach to TB treatment will be to use a radically
different approach than any currently used.  It is possible that
therapy based on this technology is impervious to mutation-induced drug
resistance, since the targets that this technology blocks in order to treat
disease are part of the host and not part of the organism.  Therefore,
the target that the technology uses cannot change and therapeutic effectiveness
should not diminish.





Researchers
at CU have conducted numerous laboratory studies that support an
anti-mycobacterial effect of this technology.  These studies have
included investigation of the immune molecules that are responsible for TB
containment.  Most importantly, our research team has demonstrated in
laboratory testing that a serine protease inhibitor drug candidate blocks TB
infection of human cells.  This has been confirmed using at least two
independent infection systems.  Furthermore, the CU researchers have
replicated these successful studies using rapidly-growing mycobacteria (“RGM”),
organisms that are related to TB.





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The
application of this technology is well-developed.  However, there is
no proof that the TB and other mycobacterial treatments will work in
humans.  Since we will not manufacture our own clinical candidate (a
drug has been utilized that is sold by a large biopharmaceutical company), it
will be necessary to purchase candidate drugs from a
manufacturer.  Alternatively, we could license its method of use
patent to a manufacturer in exchange for royalties and additional
compensation.  There are three large pharmaceutical companies that
manufacture approved drug candidates, and at least two more molecules are
nearing approval in humans.  Additionally, it is possible that
synthetic molecules that mimic the activity of the natural inhibitor can be
developed.  Early laboratory and mice studies of these mimics have
been completed by CU and CSU researchers and have shown that they have potential
use as TB and RGM treatment.  Large animal studies using these
synthetic molecules have not yet been conducted in models of TB and RGM
infection, and this project will require a larger commitment of time than some
of the other applications of the our technology.  Our intellectual
property position encompasses the use of natural inhibitors and related
synthetic molecules.





The
application of this technology will require assessment in animal models of TB
and RGM infection.  Since TB is primarily a disease that affects the
lungs, the capacity to deliver this agent in an aerosol form can deposit the
drug in high concentrations at the site where it is most needed.  Our
initial clinical drug candidates are already in use for other diseases, and an
extensive history of clinical administration with minimal side effects has been
documented in the medical literature.  Due to the magnitude of this
clinical problem worldwide, and the emergence of resistant organisms, the demand
for this proprietary, novel approach to treatment is expected to be
substantial.





In Dr.
Shapiro’s studies of the use of this technology to treat Mycobacterial
infections, including TB, he and his team will conduct several kinds of
investigations:





1.           Human
monocyte derived macrophages (MDM, human white blood cells that can be infected
with TB) will be isolated from whole blood and infected with several
Mycobacterial organisms (including TB) in the absence of the presence of natural
or synthetic serine protease inhibitors.  This will be a state of the
art infectivity assay for the effect of agents on the infection of human cells
with these organisms.





2.           Cytokine
molecules (substances made by cells that generate inflammation and can cause
disease) production will be monitored.  These molecules have been
shown to affect Mycobacterial proliferation.





3.           Infectivity
experiments will be conducted using serum from natural inhibitor deficient
patients, with the serum obtained both before and after infusion of the natural
molecule.  Infected cells will be cultured with these blood components
to assess the effect of adding the natural inhibitor on mycobacterial infection
of human cells.





III.
Bacterial Pneumonia





Bacterial
pneumonias in ICU’s are often caused by a class of organisms called
gram-negative rods and account for a sizable percent of ICU-related
deaths.  It is known that illness arises, in part, from increased
serine proteases in lung secretions.  This, in turn, leads to events
in the lungs and upper respiratory tract that enhance colonization and infection
with gram-negative rods.  These infections are challenging to treat
because patients in the ICU are already weakened by serious underlying
disease.  Also, due to natural selection pressures these gram-negative
organisms are often resistant to the antibiotics used to treat these
infections.





The
serine proteases that are active during bacterial pneumonias are neutralized by
natural serine protease inhibitors and by synthetic mimics.  Our
technology may be used to treat gram-negative rod pneumonias, and this approach
has important advantages compared to standard antibiotic use.  These
advantages include the reduced possibility of bacterial mutation-induced
resistance to this technology’s agents.  Due to the mechanism of
activity of this technology, we believe that a drug based on this concept would
best work as a prophylactic agent that blocks the onset of
pneumonia.  It is less likely that this approach can be used as a
treatment for bacterial pneumonia after infection has
occurred.  However, the possibility of benefit after pneumonia has
occurred is not excluded and may be possible, but more research is
needed.





-
9 -








Dr.
Shapiro’s team has conducted laboratory studies that support this concept,
albeit indirectly.  This is a new area of investigation and work in
this area is ongoing.  However, there is related work done in the past
that supports this approach, and current work in related areas continues to
suggest that it will prove effective in patients.





This
approach to pneumonia prophylaxis is based on sound concepts and previous work
done by other investigators.  There is also a compelling need for
treatments of infections due to resistant gram-negative organisms in the
ICU.  Since the candidate drugs used in these laboratory
investigations are clinically available, there may not be a need to develop
separate drug candidates.  Furthermore, this technology needs to
deliver the drug only to the respiratory tract and lungs.  Therefore,
drug administration by the inhaled route is anticipated.





This
route of administration has been achieved using the same drug candidates we
would use, but this technology would change the condition which makes this
particular treatment for administration advisable (bacterial pneumonia
prophylaxis).  The drug candidate currently being studied has an
extensive record of safe administration in humans.  If these studies
indicate that this approach will work for ICU bacterial pneumonia prophylaxis,
the demand for such a drug may be very large with approximately 2,000,000 ICU
admissions annually Since the agent will be used as a preventative, it is
expected that it will be used broadly in patients admitted to the ICU for any of
several reasons.





There is
no proof yet that our bacterial pneumonia prophylaxis solution will work in
humans.





IV.
Influenza





In March
2008, we acquired an exclusive license from CU for its issued patent related to
the method of use of the therapeutic on viral infections, including
HIV.





We
anticipate that clinical in-vitro tests will be conducted in the near future at
the UCHSC, under the direction of Dr. Shapiro to determine whether the
therapeutic can prevent the spread of diseased cells to healthy
tissue.





The
origin of this technology dates to a discovery by CU researchers.  It
was found that a human deficit in the natural human serine protease inhibitor
has a significant correlation with increased incidence of influenza
infection.  The study reviewed patient data records of 140 patients
over an approximate seven year period.  Of the 140 patients, 28 were
deficient in the therapeutic, while 112 were not.  Over the course of
the study period, of the 112 patients who had the deficiency, approximately 80%
of the patients in the population were diagnosed with the
flu.  Conversely, of the patient population that did not have the
deficiency, approximately 70% were not diagnosed with the flu.





V.
Cell/Graft Rejection





In
November 2008, we entered into an exclusive license agreement with the UCHSC for
the cell/graft rejection field of use.





The
therapeutic has been shown to be effective in reducing transplant rejection in
mice studies where islet transplantation occurs for the treatment of Type I
diabetes.  Islet transplantation in Type I diabetes normally incurs a
very high rejection (or cell death rate), and in these early studies, mice
treated with the therapeutic have evidenced a 100% acceptance of the graft
transplant.





Islets
are cells that exist in the pancreas.  Islets are responsible for the
production of insulin.  Insulin is critical to the metabolism process
in burning sugar and creating energy for the cells in the
body.  Sugar, if left unchecked by inadequate supplies of insulin, can
result in weight gain, high blood pressure, cardiovascular disease, early
blindness and stroke.  A number of these conditions can result in
early stages of death.  Islet transplantation is a relatively simple
one hour surgical procedure, but has been plagued with high levels of transplant
rejection (cell death).  The administration of a safe, FDA approved
therapeutic used in conjunction with islet transplantation could result in an
enormous benefit to the diabetic population.





The basic
theory on why the therapeutic appears to be effective in the early mice studies
is that the therapeutic prevents an immune system attack on the transplanted
islets, and repeated applications of the therapeutic place the immune response
characteristic into remission.





-
10 -











This
therapy, if it can be transferred successfully to the human population, could
have a significant impact on the treatment of Type I
diabetics.  Currently, Type I islet transplantation normally only
occurs in very serious cases, despite the procedure normally taking only an hour
to perform.





The high
incidence of graft rejection by recipients decreases the number of islet
transplant patients that can be treated due to the fact that a recipient who has
rejected islets, not uncommonly, will undergo additional procedures, which
causes additional drain on the supply of islet cells that can be used for
transplant.





According
to the Juvenile Diabetes Research Foundation International (www.jdrf.org), as
many as 3 million Americans may have Type I diabetes, many of whom are currently
undiagnosed. Each year over 15,000 children are diagnosed with diabetes in the
U.S.





RAW
MATERIALS





Raw
materials and other supplies required in our business are generally available
from various suppliers in quantities adequate to meet our needs.





COMPETITION





We face
intense competition from a wide range of pharmaceutical, biotechnology and
diagnostic companies, as well as academic and research institutions and
government agencies. Some of these competitors have substantially greater
financial, marketing, research and development and human resources. Most large
pharmaceutical companies have considerably more experience in undertaking
clinical trials and in obtaining regulatory approval to market pharmaceutical
products.





Principal
competitive factors in our industry include:





●
            the
      quality and breadth of an organization’s
  technology;


●
            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.





We
believe that the quality and breadth of our technology platform, our patent
portfolio, and our capabilities for research and drug development are
competitive strengths. However, many large pharmaceutical and biotechnology
companies have significantly larger intellectual property portfolios,
substantially more capital resources and significantly more and experience than
we do in preclinical and clinical development, sales, marketing, manufacturing
and regulatory affairs.





We are
aware of products in research or development by our competitors that address all
of the diseases we are targeting, and any of these products may compete with our
product candidates. Our competitors may succeed in developing their products
before we do, obtaining approvals from the FDA or other regulatory agencies for
their products more rapidly than we do, or developing products that are more
effective than our products. These products or technologies might render our
technology obsolete or noncompetitive. Competition is based primarily on product
efficacy, safety, timing and scope of regulatory approvals, availability of
supply, marketing and sales capability, reimbursement coverage, price and patent
position.




-
11 -





GOVERNMENT
REGULATION





Regulations
in the U.S. and other countries will have a significant impact on our research,
product development and manufacturing activities and will be a significant
factor in the marketing of our products. All of our products will require
regulatory approval prior to commercialization. In particular, our products will
be subject to rigorous preclinical and clinical testing and other pre-market
approval requirements by the FDA and similar regulatory authorities in other
countries. Various statutes and regulations also govern or influence the
manufacturing, safety, labeling, storage, record keeping and marketing of our
products. The lengthy process of seeking these approvals and the subsequent
compliance with applicable statutes and regulations will require the expenditure
of substantial resources. Any failure by us to obtain, or any delay in
obtaining, regulatory approvals could materially adversely affect our ability to
commercialize our products in a timely manner, or at all.





Preclinical Testing.
Before a drug may be clinically tested in the U.S., it must be the subject of
rigorous preclinical testing.  Preclinical tests include laboratory
evaluation of product chemistry and animal studies to assess the potential
safety and efficacy of the product and its formulations. The results of these
studies must be submitted to the FDA as part of an investigational new drug
application, which is reviewed by the FDA before clinical testing in humans can
begin.





Clinical
Testing.  Typically, clinical testing involves a three-phase
process, which generally lasts four to seven years, and sometimes
longer:





●
            Phase
      1 clinical trials are conducted with a small number of subjects to
      determine the early safety profile and the pattern of drug distribution
      and metabolism.





●
            Phase
      2 clinical trials are conducted with groups of patients afflicted with a
      specified disease in order to provide enough data to evaluate preliminary
      efficacy and optimal dosages statistically and to expand evidence of
      safety.





●
            Phase
      3 clinical trials are large-scale, multi-center, comparative trials, which
      are designed to gather additional information for proper dosage and
      labeling of the drug and to demonstrate its overall safety and
      efficacy.





The FDA
monitors the progress of each phase of testing and may require the modification,
suspension or termination of a trial if it is determined to present excessive
risks to patients. The clinical trial process may be accompanied by substantial
delay and expense, and there can be no assurance that the data generated in
these studies will ultimately be sufficient for marketing approval by the
FDA.





Marketing
Approvals.  Before a product can be marketed and sold, the
results of the preclinical and clinical testing must be submitted to the FDA for
approval. This submission will be either a new drug application or a biologic
license application, depending on the type of drug. In responding to a new drug
application or a biologic license application, the FDA may grant marketing
approval, request additional information or deny the application if it
determines that the application does not provide an adequate basis for approval.
There can be no assurance that any approval required by the FDA will be obtained
on a timely basis, or at all.





In
addition, the FDA may condition marketing approval on the conduct of specific
post-marketing studies to further evaluate safety and efficacy. Rigorous and
extensive FDA regulation of pharmaceutical products continues after approval,
particularly with respect to compliance with current good manufacturing
practices, reporting of adverse effects, advertising, promotion and marketing.
Discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market as well as possible
civil or criminal sanctions, any of which could materially adversely affect our
business.





Foreign
Regulation.  We must obtain regulatory approval by governmental
agencies in other countries prior to commercialization of our products in those
countries. Foreign regulatory systems may be just as rigorous, costly and
uncertain as in the U.S.





-
12 -








Possible Pricing
Restrictions.  The levels of revenues and profitability of
biopharmaceutical companies may be affected by the continuing efforts of
government and third party payers to contain or reduce the costs of health care
through various means. For example, in certain foreign markets, pricing or
profitability of therapeutic and other pharmaceutical products is subject to
governmental control. In the U.S. there have been, and we expect that there will
continue to be, a number of federal and state proposals to implement similar
governmental control.





While we
cannot predict whether any legislative or regulatory proposals will be adopted,
the adoption of such proposals could have a material adverse effect on our
business, financial condition and profitability. In addition, in the U.S. and
elsewhere, sales of therapeutic and other pharmaceutical products depend in part
on the availability of reimbursement to the consumer from third party payers,
such as government and private insurance plans. Third party payers are
increasingly challenging the prices charged for medical products and services.
There can be no assurance that any of our products will be considered cost
effective or that reimbursement to the consumer will be available or will be
sufficient to allow us to sell our products on a competitive and profitable
basis.





MANUFACTURING





All of
our potential pharmaceuticals are still in preclinical development and at this
time we do not have, and do not intend to establish, manufacturing facilities to
produce our product candidates in the near or long-term. We have identified
several possible manufacturers, but have not concluded any agreements with
them.





BACKLOG





We
recorded no revenue in the fiscal years ended March 31, 2009 or 2008, and we had
no backlog as of either of these year-end dates.





EMPLOYEES





As of
March 31, 2009, we had 2 part-time employees.





ENVIRONMENTAL
COMPLIANCE





We do not
expect environmental laws to have any material impact on us.





HOW
TO OBTAIN OUR SEC FILINGS





We file
annual, quarterly, and special reports, proxy statements, and other information
with the Securities Exchange Commission (SEC). Reports, proxy statements and
other information filed with the SEC can be inspected and copied at the public
reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such
material may also be accessed electronically by means of the SEC's website at
www.sec.gov.





Our
investor relations department can be contacted at our principal executive office
located at 5350 South Roslyn, Suite 400, Greenwood Village, CO 80111. Our phone
number at our headquarters is (303) 867-3415. We currently have no website,
however, one is under construction and we own the domain name of www.omnibiopharma.com.





ITEM
1A.  RISK FACTORS.





You should carefully consider the
risks and uncertainties described below and the other information in this
document before deciding to invest in shares of our common
stock.





The occurrence of any of the
following risks could materially and adversely affect our business, financial
condition and operating result. In this case, the trading price of our common
stock could decline and you might lose all or part of your investment.





-
13 -





FINANCIAL
AND MARKET RISKS





Since
inception, we have not had any revenue and have incurred operating losses, and
our accountants expressed doubts about our ability to continue as a going
concern.





For the
fiscal years ended March 31, 2009 and 2008, our independent registered public
accounting firms expressed substantial doubt about our ability to continue as a
going concern as a result of lack of history of operations, limited assets, and
operating losses since inception. We will need to raise additional capital to
fund our business in the near term.





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.





We have
expended, and will continue to expend, substantial funds to continue our
research and development programs and human studies. We may need additional
financing to fund our operating expenses and capital requirements. We may not be
able to obtain additional financing on acceptable terms. If we raise additional
funds by issuing equity securities, equity-linked securities or debt securities,
the new equity securities may dilute the interests of our existing stockholders
and the new debt securities may contain restrictive financial
covenants.





Our need
for additional funding will depend on many factors, including, without
limitation:





●
            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
      and sales 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.





If we are
unable to raise additional funds, we may, among other things:





●
            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.





We
may be unsuccessful in commercializing our products. If we are unable to
commercialize our products, we may not be able to recover the large investment
that we have made and plan to make in our product development
efforts.





We will
have to make substantial expenditures before we are able to generate any
revenue. Before we can commercialize a product, we must rigorously test the
product in the laboratory and complete extensive human studies. We cannot assure
you that the costs of testing and study will yield products approved for
marketing by the FDA or that any such products will be profitable. We will incur
substantial additional costs to continue these activities. If we are not
successful in commercializing products, we may be unable to recover the large
investment we have made and plan to make in research and development
efforts.





-
14 -








Our
insurance policies are expensive and protect us only from some business risks,
which may leave us exposed to significant, uninsured liabilities.





We do not
carry insurance for all categories of risk that our business may encounter. We
currently do not maintain general liability or products liability insurance
policies. We do not know if we will be able to obtain insurance with adequate
levels of coverage. Any significant uninsured liability may require us to pay
substantial amounts, which would adversely affect our cash position and results
of operations.





PRODUCT
DEVELOPMENT RISKS





Our product development efforts
depend on new and rapidly evolving technologies, which have not been
commercialized.





Our
product development work depends on new, rapidly evolving technologies and on
the marketability and profitability of innovative products. Commercialization
involves risks of failure inherent in the development of products based on
innovative technologies and the risks associated with drug development
generally. These risks include the following:





●
            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.





Our
ability to develop and commercialize products will depend on our ability
to:





●
            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;


●
            entering
      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.





We may
not be successful in some or all of these initiatives, and as a result, fail to
produce adequate or any revenues to sustain our business.





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.





Conducting
clinical trials is a lengthy, time-consuming and expensive process. Before
obtaining regulatory approvals for the commercial sale of any product, we must
demonstrate through laboratory, animal and human studies that the product is
both effective and safe for use in humans. We will incur substantial additional
expense for and devote a significant amount of time to these
studies.





-
15 -








Before a
drug may be marketed in the U.S., a drug must be subject to rigorous preclinical
testing. The results of these studies must be submitted to the FDA as part of an
investigational new drug application, which is reviewed by the FDA before
clinical testing in humans can begin. The results of preclinical studies do not
predict clinical success. A number of potential drugs have shown promising
results in early testing, but subsequently failed to obtain necessary regulatory
approvals. Data obtained from tests is susceptible to varying interpretations,
which may delay, limit or prevent regulatory approval. Regulatory authorities
may refuse or delay approval as a result of many other factors, including
changes in regulatory policy during the period of product
development.





Completion
of clinical trials may take many years. The time required varies substantially
according to the type, complexity, novelty and intended use of the product
candidate. The progress of clinical trials is monitored by both the FDA and
independent data monitoring committees, which may require the modification,
suspension or termination of a trial if it is determined to present excessive
risks to patients. Our rate of commencement and completion of clinical trials
may be delayed by many factors, including:





●
            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.





INTELLECTUAL
PROPERTY RISKS





If
patent laws or the interpretation of patent laws change, our competitors may be
able to develop and commercialize our discoveries.





Important
legal issues remain to be resolved as to the extent and scope of available
patent protection for biotechnology products and processes in the U.S. and other
important markets outside the U.S., such as Europe and Japan. Foreign markets
may not provide the same level of patent protection as provided under the U.S.
patent system. We expect that litigation or administrative proceedings may be
necessary to determine the validity and scope of certain of our and others’
proprietary rights. Any such litigation or proceeding may result in a
significant commitment of resources in the future and could force us to do one
or more of the following: cease selling or using any of our products that
incorporate the challenged intellectual property, which would adversely affect
our revenue; obtain a license from the holder of the intellectual property right
alleged to have been infringed, which license may not be available on reasonable
terms, if at all; and redesign our products to avoid infringing the intellectual
property rights of third parties, which may be time-consuming or impossible to
do. In addition, changes in, or different interpretations of, patent laws in the
U.S. and other countries may result in patent laws that allow others to use our
discoveries or develop and commercialize our products. We cannot assure you that
the patents we obtain or the unpatented technology we hold will afford us
significant commercial protection.





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.





The
pending patent applications for which we have obtained licenses may not result
in the issuance of any patents. The applications may not be sufficient to meet
the statutory requirements for patentability in all cases or may be the subject
of interference proceedings by the Patent and Trademark Office. These
proceedings determine the priority of inventions and, thus, the right to a
patent for technology in the U.S.








-
16 -





If
others file patent applications or obtain patents similar to those we have
licensed, such patents may restrict the use of our discoveries.





Universities
and companies working in the biotechnology and pharmaceutical fields have filed
patent applications and have been granted patents in the U.S. and in other
countries that cover subject matter potentially useful or necessary to our
business. Some of these patents and patent applications claim only specific
products or methods of making products, while others claim more general
processes or techniques useful in the discovery and manufacture of a variety of
products. The risk of third parties obtaining additional patents and filing
patent applications will continue to increase as the biotechnology industry
expands. We cannot predict the ultimate scope and validity of existing patents
and patents that may be granted to third parties, nor can we predict the extent
to which we may wish or be required to obtain licenses to such patents, or the
availability and cost of acquiring such licenses. To the extent that licenses
are required, the owners of the patents could bring legal actions against us to
claim damages or to stop our manufacturing and marketing of the affected
products. We believe that there will continue to be significant litigation in
our industry regarding patent and other intellectual property rights. If we
become involved in litigation, it could consume a substantial portion of our
resources.





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.





Issued
patents may not provide commercially meaningful protection against competitors
and may not provide us with competitive advantages. Other parties may challenge
the patents or design around the issued patents or develop products providing
effects similar to the products for which we have obtained a license. In
addition, others may discover uses for the technologies other than those uses
covered by the patent rights we license, and these other uses may be separately
patentable. The holder of a patent covering the use of a technology for which we
have a patent claim could exclude us from selling a product for a use covered by
its patent.





If
we are unable to protect our trade secrets, others may be able to use our
secrets to compete more effectively.





We may
not be able to meaningfully protect our trade secrets. We rely on trade secret
protection to protect our confidential and proprietary information. We believe
we have acquired or developed proprietary procedures and materials for the
production of proteins. We have not sought patent protection for these
procedures. While we have entered into confidentiality agreements with employees
and academic collaborators, we may not be able to prevent their disclosure of
these data or materials. Others may independently develop substantially
equivalent information and processes.





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.





Regulations
in the U.S. and other countries will have a significant impact on our research,
product development and manufacturing activities and will be a significant
factor in the marketing of our products. All of our products will require
regulatory approval prior to commercialization. In particular, our products are
subject to rigorous preclinical and clinical testing and other pre-market
approval requirements by the FDA and similar regulatory authorities in other
countries, such as Europe and Japan. Various statutes and regulations also
govern or influence the manufacturing, safety, labeling, storage, record keeping
and marketing of our products. The lengthy process of seeking these approvals,
and the subsequent compliance with applicable statutes and regulations, require
the expenditure of substantial resources. Any failure by us to obtain, or any
delay in obtaining, regulatory approvals could materially adversely affect our
ability to commercialize our products in a timely manner, or at
all.





Marketing
Approvals.  Before a product can be marketed and sold in the
U.S., the results of the preclinical and clinical testing must be submitted to
the FDA for approval. This submission will be either a new drug application or a
biologic license application, depending on the type of drug. In responding to a
new drug application or a biologic license application, the FDA may grant
marketing approval, request additional information or deny the application if it
determines that the application does not provide an adequate basis for approval.
We cannot assure you that any approval required by the FDA will be obtained on a
timely basis, or at all.





-
17 -











In
addition, the FDA may condition marketing approval on the conduct of specific
post-marketing studies to further evaluate safety and efficacy. Rigorous and
extensive FDA regulation of pharmaceutical products continues after approval,
particularly with respect to compliance with current good manufacturing
practices, reporting of adverse effects, advertising, promotion and marketing.
Discovery of previously unknown problems or failure to comply with the
applicable regulatory requirements may result in restrictions on the marketing
of a product or withdrawal of the product from the market as well as possible
civil or criminal sanctions.





Foreign
Regulation.  We must obtain regulatory approval by governmental
agencies in other countries prior to commercialization of our products in those
countries. Foreign regulatory systems may be just as rigorous, costly and
uncertain as in the U.S.





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.





We will
depend on our senior executive officers as well as other key personnel. If any
key employee decides to terminate his or her employment with us, this
termination could delay the commercialization of our products or prevent us from
becoming profitable. Competition for qualified employees is intense among
pharmaceutical and biotechnology companies, and the loss of qualified employees,
or an inability to attract, retain and motivate additional highly skilled
employees required for the expansion of our activities, could hinder our ability
to complete human studies successfully and develop marketable
products.





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.





The
levels of revenues and profitability of biopharmaceutical companies like ours
may be affected by the continuing efforts of government and third party payers
to contain or reduce the costs of health care through various means. For
example, in certain foreign markets, pricing or profitability of therapeutic and
other pharmaceutical products is subject to governmental control. In the U.S.
there have been, and we expect that there will continue to be, a number of
federal and state proposals to implement similar governmental control. In
addition, in the U.S., a number of proposals have been made to reduce the
regulatory burden of follow-on biologics, which could affect the prices and
sales of our products in the future. Additional proposals may occur as a result
of a change in administration following the November 2008 U.S. presidential
elections. While we cannot predict whether any legislative or regulatory
proposals will be adopted, the adoption of such proposals could have a material
adverse effect on our business, financial condition and profitability. In
addition, in the U.S. and elsewhere, sales of therapeutic and other
pharmaceutical products depend in part on the availability of reimbursement to
the consumer from third party payers, such as government and private insurance
plans. Third party payers are increasingly challenging the prices charged for
medical products and services. We cannot assure you that any of our products
will be considered cost effective or that reimbursement to the consumer will be
available or will be sufficient to allow us to sell our products on a
competitive and profitable basis.





We may be unable to successfully
obtain required quantities of our products economically.





We have
not yet manufactured any products for commercial use. We intend to contract with
third party manufacturers to obtain manufacturing capabilities. We will depend
on those parties to comply with acceptable manufacturing practices and other
regulatory requirements and to deliver materials on a timely basis. These
parties may not perform satisfactorily. Any failures by these third parties may
delay our development of products or the submission of these products for
regulatory approval.








-
18 -





Because
we currently have only a limited marketing capability, we may be unable to sell
any of our products effectively.





Since
inception, we have not marketed any products. If we develop products that can be
marketed, we intend to market the products either independently or together with
collaborators or strategic partners. If we decide to market any products, either
independently or together with partners, we will incur significant additional
expenditures and commit significant additional management resources to establish
a sales force. For any products that we market together with partners, we will
rely, in whole or in part, on the marketing capabilities of those parties. We
may also contract with third parties to market certain of our products.
Ultimately, we and our partners may not be successful in marketing our
products.





Because
we depend on third parties to conduct many of our human studies, we may
encounter delays in or lose some control over our efforts to develop
products.





We are
dependent on third-party research organizations to conduct all of our human
studies. If we are unable to obtain any necessary services on acceptable terms,
we may not complete our product development efforts in a timely manner. If we
rely on third parties for the management of these human studies, we may lose
some control over these activities and become too dependent upon these parties.
These third parties may not complete the activities on schedule or when we
request.





Our
articles of incorporation and bylaws could discourage acquisition proposals,
delay a change in control or prevent other transactions.





Provisions
of our articles of incorporation and bylaws, as well as provisions of the
Colorado Business Corporation Act, may discourage, delay or prevent a change in
control of our company or other transactions that you as a stockholder may
consider favorable and may be in your best interest. Our articles of
incorporation and bylaws contain provisions that:


●
              authorize
      the issuance of up to 5,000,000 shares of “blank check” preferred stock
      that could be issued by our board of directors to increase the number of
      outstanding shares and discourage a takeover attempt;
  and
 ●
              limit
      who may call special meetings of
stockholders.


Our
stock price is expected to be volatile.





The
future market price of our common stock could fluctuate widely because
of:





●
            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;


●
            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 stock
market has experienced price and volume fluctuations that have particularly
affected the market price for many emerging and biotechnology companies. These
fluctuations have often been unrelated to the operating performance of these
companies. These broad market fluctuations may cause the market price of our
common stock to be lower or more volatile than otherwise expected.








-
19 -





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





Although
we have obtained licenses to use the rights under certain patent applications
that have been filed with the U.S Patent and Trademark Office, we may not be
able to obtain the protection necessary to fully cover our proposed activities.
Our success will also depend on our ability to operate without infringing the
proprietary rights of other parties. Legal standards relating to the validity of
patents covering pharmaceutical and biotechnological inventions and the scope of
claims made under these patents are still developing. There is no consistent
policy regarding the breadth of claims allowed in biotechnology patents. The
patent position of a biotechnology company is susceptible to uncertainty and
involves complex legal and factual questions.





We are
aware of three major manufacturers of AAT in the United States for other
applications.  It is possible that those manufacturers would attempt
to sell that therapeutic agent for purposes covered by the rights licensed to
us.





We may
have to initiate arbitration or litigation to enforce our patent and license
rights. If our competitors file patent applications that claim technology also
claimed by us, we may have to participate in interference or opposition
proceedings to determine the priority of invention. An adverse outcome could
subject us to significant liabilities to third parties and require us to cease
using the technology or to license the disputed rights from third parties. We
may not be able to obtain any required licenses on commercially acceptable terms
or at all.





The cost
to us of any litigation or proceeding relating to patent rights, even if
resolved in our favor, could be substantial. Some of our competitors may be able
to sustain the costs of complex patent litigation more effectively than we can
because of their substantially greater resources. Uncertainties resulting from
the initiation and continuation of any pending patent or related litigation
could have a material adverse effect on our ability to compete in the
marketplace. If we are unable to obtain a license to patented technology we
need, or could only obtain a license on terms we consider to be unacceptable, or
if we were unable to design our products or processes to avoid infringement of
such patented technology, our business would be harmed.





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.





Trading
in our shares is subject to the "penny stock rules" adopted pursuant to Rule
15g-9 of the Securities and Exchange Act of 1934, as amended, which apply to
companies that are not listed on an exchange and whose common stock trades at
less than $5.00 per share or which have a tangible net worth of less than
$5,000,000 - or $2,000,000 if they have been operating for three or more years.
The penny stock rules impose additional sales practice requirements on
broker-dealers which sell such securities to persons other than established
customers and institutional accredited investors. For transactions covered by
this rule, a broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser's written consent to the transaction
prior to sale. Consequently, the penny stock rules will affect the ability of
broker-dealers to sell shares of our common stock and may affect the ability of
shareholders to sell their shares in the secondary market, as compliance with
such rules may delay and/or preclude certain trading transactions. The rules
could also have an adverse effect on the market price of our common
stock.





These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for our common stock. Many brokers may be
unwilling to engage in transactions in our common stock because of the added
disclosure requirements, thereby making it more difficult for stockholders to
dispose of their shares. You will also find it difficult to obtain accurate
information about, and/or quotations as to the 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.





We have
no agreement with any broker or dealer to act as a market maker for our
securities and there is no assurance that we will be successful in obtaining any
market makers. The lack of a market maker for our securities could adversely
influence the market for and price of our securities, as well as your ability to
dispose of, or to obtain accurate information about, and/or quotations as to the
price of, our securities.





-
20 -











ITEM
1B.  UNRESOLVED STAFF COMMENTS





As a
smaller reporting company, we are not required to disclose the information under
this item.








ITEM
2.  PROPERTIES.





We
currently utilize approximately 500 square feet at our corporate office address
at 5350 South Roslyn Street, Suite 400, Greenwood Village,
CO  80111.  We currently do not pay any rent for this office
space.We own no real
estate nor have plans to acquire any real estate. Otherwise, we have no
materially important physical properties.








ITEM
3.  LEGAL PROCEEDINGS.





We are
not a party to any material legal proceedings, nor is our property the subject
of any material legal proceeding.








ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.





We held
no shareholders’ meetings in the fourth quarter of our fiscal year.





In April,
2009, we received a consent of majority shareholders, as permitted under the
Colorado Business Corporation Act, to take the following corporate
actions:





1. A
change of our corporate name from “Across America Financial Services, Inc.” to
“Omni Bio Pharmaceutical, Inc.”





2.
Amendment to our Articles of Incorporation to increase our authorized common
shares to 200,000,000 from the current 50,000,000 and to increase our authorized
preferred shares to 5,000,000 from the current 1,000,000. The par values of the
common and preferred shares will not be changed.





A total
of 12,501,834 voting shares out of a possible 23,764,567 voting shares, or
approximately 52.61%, approved the corporate actions. Subsequently, we filed a
Form 14C Information Statement with the SEC and sent the Information Statement
to our shareholders.  We filed Articles of Amendment to our Articles
of Incorporation reflecting these changes with the Colorado Secretary of State
on May 27, 2009.








-
21 -





PART
II





ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.





Our
common stock is currently traded on the OTC Bulletin Board maintained by the
Financial Industry Regulatory Authority (formerly known as the National
Association of Securities Dealers, Inc.), under the symbol AAFS.  Our
common stock began trading in December 2007.  The following table sets
forth the range of high and low bid quotations for the common stock during each
calendar quarter beginning December 31, 2007 and ending March 31,
2009.  The figures have been rounded to the nearest whole
cent.




High
                  
                  LowMarch
      31, 2009
                  
                  $0.55
                  
                  $0.50December
      31, 2008
                  
                  $1.01
                  
                  $0.55September
      30, 2008
                  
                  $0.55
                  
                  $0.20June
      30, 2008
                  
                  $1.05
                  
                  $1.01March
      31, 2008
                  
                  $1.25
                  
                  $0.52December
      31, 2007
                  
                  $1.25
                  
                  $0.25


The above
quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission and may not necessarily represent actual transactions.




On June
12, 2009, the closing bid price of our common stock on the OTC Bulletin Board
was $10.75 per share and our volume was 700 shares.




Number
of Shareholders of Record and Dividends




The
number of shareholders of record of the Company's issued and outstanding common
stock as of June 12,
2009 was approximately 280.  This number was derived from our
stockholder records and does not include beneficial owners of our common stock
whose shares are held in the names of various dealers, clearing agencies, banks,
brokers, and other fiduciaries.




Holders
of common stock are entitled to receive such dividends as may be declared by our
Board of Directors. No dividends on the common stock were paid by us during the
periods reported herein nor do we anticipate paying dividends in the foreseeable
future.




The
Securities Enforcement and Penny Stock Reform Act of 1990





The
Securities Enforcement and Penny Stock Reform Act of 1990 require additional
disclosure and documentation related to the market for penny stock and for
trades in any stock defined as a penny stock. Unless we can acquire substantial
assets and trade at over $5.00 per share on the bid, it is more likely than not
that our securities, for some period of time, would be defined under that Act as
a "penny stock." As a result, those who trade in our securities may be required
to provide additional information related to their fitness to trade our shares.
These requirements present a substantial burden on any person or brokerage firm
who plans to trade our securities and would thereby make it unlikely that any
liquid trading market would ever result in our securities while the provisions
of this Act might be applicable to those securities.




Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.





-
22 -





The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the Commission, which:




●
            contains
      a description of the nature and level of risk in the market for penny
      stocks in both public offerings and secondary
  trading;


●
            contains
      a description of the broker's or dealer's duties to the customer and of
      the rights and remedies available to the customer with respect to a
      violation to such duties or other requirements of the Securities Act of
      1934, as amended;


●
            contains
      a brief, clear, narrative description of a dealer market, including "bid"
      and "ask" prices for penny stocks and the significance of  the
      spread between the bid and ask
price;


●
            contains
      a toll-free telephone number for inquiries on disciplinary
      actions;


●
            defines
      significant terms in the disclosure document or in the conduct of trading
      penny stocks; and


●
            contains
      such other information and is in such form (including
      language,  type, size and format) as the Securities and Exchange
      Commission shall require by rule or
regulation;





The broker-dealer also must provide,
prior to effecting any transaction in a penny stock, to the
customer:





●
            the
      bid and offer quotations for the penny
stock;


●
            the
      compensation of the broker-dealer and its salesperson in the
      transaction;


●
            the
      number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market
      for such stock; and


●
            monthly
      account statements showing the market value of each penny stock held in
      the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.




Recent
Sales of Unregistered Securities




The
following are the equity transactions for the Company and its predecessor
companies which occurred during the fiscal years ended March 31, 2009, 2008 and
2007.





Maxcure Pharmaceutical, Inc.
(“Maxcure”)





During
January and February 2007, Maxcure sold 2,000,000 shares of its common stock to
its founders and other insiders for an aggregate of $2,000, or $0.001 per
share.





During
January 2007, Maxcure sold 2,500,000 shares of its common stock to Bathgate
Capital Partners LLC (“BCP”), a registered broker-dealer, for $50,000, or $0.02
per share.





The sales
of common stock to the founders, insiders and BCP were made in reliance on the
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended (the "Act").  The sales were made without any general
solicitation to sophisticated investors who were provided with complete
information concerning Maxcure.  The investors represented that they
were investing for investment purposes only.  The certificates
representing the shares bore legends stating that they represented "restricted
securities" as defined under the Act.





During
the period from January through February 2007, Maxcure sold 958,500 shares of
its common stock to 27 accredited investors at $0.40 per share for gross
proceeds of $383,400.  In connection with these sales, Maxcure paid
$19,170 in commissions to BCP.





-
23 -








During
March through May 2007, Maxcure sold an additional 445,400 shares of common
stock to 31 accredited investors at $1.00 per share for gross proceeds of
$445,400.  In connection with these sales, Maxcure paid $44,540 in
commissions to BCP.  A total of 335,400 of these shares were sold
prior to Maxcure’s fiscal year end of March 31, 2007.





During
the period from September 2007 to December 2007, Maxcure sold 300,000 shares of
its common stock to accredited investors at $1.00 per share.  In
conjunction with these sales, Maxcure paid $30,000 in commissions to BCP, and
issued warrants to purchase 30,000 shares of its common stock to BCP as
placement agent warrants, of which 15,000 were assigned to unrelated
parties.





The sales
of common stock to the accredited investors were made in reliance on the
exemption from registration under Section 4(2) of the Act and Rule 506 of
Regulation D under the Act.  The sales were made without any general
solicitation to accredited investors who were given access to complete
information concerning Maxcure.  The investors represented that they
were investing for investment purposes only.  The certificates
representing the shares bore legends stating that they represented "restricted
securities" as defined under the Act. Forms D were filed with the Securities and
Exchange Commission in connection with these sales.





Apro Bio Pharmaceutical
Corporation (“Apro Utah”)





During
February and March 2006, Apro Utah issued 10,000,000 shares of its common stock
at price of $0.001 per share to its founders and other
insiders.  7,305,000 shares were sold for cash of $7,305 and 2,695,000
shares were issued in exchange for research and development services, which were
determined to have a fair value of $2,695.





During
April 2006, Apro Utah sold 150,000 shares of its common stock to an investor for
$120,000 or $0.80 per share.





During
the period from June through December 2006, Apro Utah offered for sale 500,000
shares of its common stock at a price of $1.00 per share.  Apro Utah
sold 340,000 shares for proceeds of $340,000.  The offering was made
in reliance on an exemption from registration under section 4(2) of the United
States Securities Act of 1933, as amended.  Apro Utah relied upon
exemptions from registration believed by it to be available under federal and
state securities laws in connection with the offering.





In
November 2006, Apro Utah paid $10,000 and issued 30,000 shares of its common
stock to an individual who was a brother of an executive officer of Apro Utah in
exchange for consulting services.





During
the period from May 2006 through March 2007, Apro Utah issued 438,333 shares of
its common stock to the Regents of the University of Colorado (“RUC “) as
additional consideration pursuant to the anti-dilution provision of its license
agreement and stock purchase agreement (subscription agreement) with the RUC,
which requires that the RUC maintain a 4 percent ownership in the outstanding
shares of Apro Utah.





In March
2007, Apro Utah sold warrants to purchase 495,000 shares of its common stock for
$0.25 per common stock purchase warrant, netting proceeds of
$123,750.  These warrants are exercisable at $1.10 per share and
expire on March 31, 2010. 80,000 of these warrants were purchased by Dr. Paul
Dragul, who was a director of Apro Utah.  In April 2007, Apro Utah
sold an additional 5,000 common stock purchase warrants to its CEO and President
on the same terms, netting proceeds of $1,250. In March 2009, the aggregate of
the 500,000 warrants were extended to March 31, 2012.





During
the period from April 1, 2007 through March 31, 2008, Apro Utah sold to two
unaffiliated investors 257,500 Units for net proceeds of $231,750 after
commissions of $750 and $25,000 that were paid to BCP and an outside party,
respectively.  Each Unit consisted of one share of common stock and
one common stock purchase warrant exercisable at $1.00 per share and expiring in
May 2010.





On March
31, 2008, a consultant of Apro Utah exercised 500,000 common stock purchase
warrants with an exercise price of $0.02 per warrant, which netted cash of
$10,000. This transaction triggered the anti-dilution provision of the stock
purchase agreement with the RUC, resulting in 20,833 shares of common stock
being issued to the ULEHI as additional consideration.





-
24 -











The sales
described above were made in reliance on an exemption from registration under
section 4(2) of the United States Securities Act of 1933, as
amended.  Apro Utah relied upon exemptions from registration believed
by it to be available under federal and state securities laws in connection with
the offering.





Apro Bio Pharmaceutical
Corporation (“Apro Bio”)





On March
31, 2008, Apro Utah was merged into Maxcure (the “Maxcure
Merger”).  Maxcure was the surviving corporation and was renamed Apro
Bio Pharmaceutical Corporation (“Apro Bio”).  In connection with the
Maxcure Merger, Maxcure issued 11,726,562 shares of its common stock (which
represented the total number of common shares issued and outstanding of Apro
Utah at the date of the merger) to the 52 shareholders of Apro
Utah.  The total common shares issued and outstanding of Maxcure as of
the date of the Maxcure Merger were 6,462,900, and as a result, a total of
18,189,642 common shares of Apro Bio were issued and outstanding upon
consummation of this merger.  Also, warrants held by Maxcure
stockholders to purchase 600,000 shares of Apro Utah were cancelled, and
warrants to purchase 1,052,500 shares of Apro Utah common stock were converted
to an equivalent number of warrants in the merged entity.  Warrants to
purchase 130,000 shares of Maxcure stock held by existing Maxcure stockholders
were retained in the merged entity.  In connection with the Maxcure
Merger, Maxcure relied on the exemption from registration under Section 4(2) of
the Act and Rule 506 of Regulation D under the Act.  The share
issuances were made without any general solicitation to accredited investors who
were provided with complete information concerning Maxcure.  The
investors represented that they were investing for investment purposes
only.  The certificates representing the shares bore legends stating
that they represented "restricted securities" as defined under the
Act.





On May
30, 2008, the spouse of Steven M. Bathgate, a director of Apro Bio, entered into
an unsecured, convertible debenture agreement with Apro Bio (the “Bathgate
note”) in the amount of $25,000, which is convertible into common stock at $1.00
per share with an interest rate of 6%.  The convertible debenture
matures June 30, 2010.  As additional consideration for the issuance
of the debenture, Apro Bio issued a warrant to purchase 50,000 shares of common
stock at $1.00 per share, which expires on June 30, 2013.  In
addition, this warrant included a reset provision, which provided, that in the
event that Apro Bio issued a similar security with common stock purchase
warrants exercisable below $1.00 per share, the exercise price would be reduced
to the lower price.  This reset provision pertained to any new
investment made prior to December 31, 2008.





On
November 6, 2008, Apro Bio entered into a bridge loan agreement with a
then-affiliate, BOCO Investments, LLC (“BOCO”) pursuant to which BOCO loaned
$50,000 at an interest rate of twelve percent (12%) per annum in the form of a
note (the “BOCO note”), which was collateralized by substantially all of the
assets of Apro Bio.  As additional consideration for the $50,000 note,
Apro Bio issued to BOCO a common stock purchase warrant to purchase 100,000
shares of common stock.  This warrant is exercisable at $0.50 per
share and expires on December 31, 2013.  Pursuant to the reset
provision described above, the exercise price on the common stock purchase
warrant issued to Mrs. Bathgate was reduced to $0.50 per share, with all other
terms remaining intact.  As part of its investment in the private
placement offering that was completed by Across America Financial Services, Inc.
on March 31, 2009, BOCO was allowed to invest the principal amount of the BOCO
Note in the offering.





In
connection with the transactions after March 31, 2008, BCP received $4,500 in
cash commissions.  For the transactions after March 31, 2008, Apro Bio
relied on the exemption from registration under Section 4(2) of the
Act.  The sales were made without any general solicitation to
accredited investors who were provided with complete information concerning Apro
Bio.  The investors represented that they were acquiring the
securities for investment purposes only.  The certificates
representing the securities bore legends stating that they represented
"restricted securities" as defined under the Act.





-
25 -





Across America Financial
Services (“Across America”)





On March
30, 2009, Across America issued 12,000 shares of its common stock to
WestMountain Prime LLC, in payment of interest on a promissory note (the
“WestMountain Note”), 277,133 shares of common stock to WestMountain Asset
Management, Inc. for prior services and 25,000 shares to an attorney for prior
legal services. In connection with these issuances, Across America relied on
Section 4(2) of the Securities Act, as amended. All of these persons are
sophisticated investors who represented that they were acquiring the shares for
investment purposes only. The certificates representing the shares will bear
restrictive legends.





On March
31, 2009 Across America completed the acquisition of Apro Bio pursuant to the
terms of the Agreement of Merger and Plan of Reorganization, as amended (the
"Merger") among Across America, Apro Bio and Across America Acquisition Corp.
(“AAAC”), a Colorado corporation and a wholly-owned subsidiary of Across
America.  Under the terms of the Merger, AAAC was merged into Apro
Bio, and Apro Bio became a wholly-owned subsidiary of Across America. The
shareholders of Apro Bio were issued a total of 18,210,295 shares of the Across
America’s common stock in exchange for their shares.  Such exchange
was conducted pursuant to Section 4(2) of the Securities Act, as amended, and
Regulation D promulgated thereunder.   Also as part of the Merger,
outstanding warrants to purchase 2,157,500 shares of the common stock of Apro
Bio were automatically converted into warrants to purchase the same number of
shares of Across America’s common stock on the same terms and
conditions.  In addition, the Bathgate note, which was convertible
into 25,000 shares of the common stock of Apro Bio, was converted into a note
convertible into 25,000 shares of Across America’s common stock on the same
terms and conditions as before.  In connection with the Merger, Across
America paid an advisor fee to BCP in the form of a warrant to purchase
1,750,000 shares of its common stock at an exercise price of $0.001 per
share.  The securities offered in the Merger were made solely to the
shareholders of Apro Bio, all of whom were either accredited or sophisticated
investors.  The shareholders signed subscription agreements
representing that they were acquiring the shares of common stock for investment
purposes only and not for resale.  Across America filed a Form D with
respect to the Merger and the certificates representing the shares of common
stock bear restrictive legends.





In
conjunction with the Merger and also on March 31, 2009, Across America closed a
private placement securities offering (the “Private Placement”) to four
accredited investors pursuant to section 4(2) of the Securities Act, as amended,
and Rule 506 promulgated thereunder.  Across America issued “Units,”
consisting of one share of its common stock, a warrant to purchase one-half a
share of common stock at an exercise price of $0.25 per share (two warrants must
be exercised to purchase one share of common stock), two warrants to purchase
two shares of common stock at an exercise price of $0.50 per share and a warrant
to purchase one share of common stock at an -exercise price of $1.00 per
share.  Across America offered the Units at a price of $1.00 per Unit
and sold 1,870,000 Units for gross cash proceeds of $1,820,000 and the
conversion of a note payable from a related party of $50,000.  In
connection with the offering, Across America paid to BCP a placement agent fee
comprised of $112,200 in cash and a warrant to purchase 56,100 shares of common
stock at an exercise price of $0.25 per share, a warrant to purchase 224,400
shares of common stock at $0.50 per share, and a warrant to purchase 224,400
shares of common stock at $1.00 per share. No general solicitation was used in
connection with the Private Placement.





In
accordance with the Merger terms and on May 27, 2009, Across America changed its
name to Omni Bio Pharmaceutical, Inc (“Omni”).





Lock-Up
Agreements





The
securities we issued in the Merger are subject to contractual lock-up agreements
of either two or three years. Security holders that are subject to a two-year
lock-up agreement may not offer, sell, contract to sell, pledge, hypothecate,
grant any option to purchase or otherwise dispose of  any shares of
our common stock or any securities convertible into or exchangeable for shares
of our common stock that they beneficially own or otherwise hold by me as of the
date of their executed lock-up agreement, or which they may acquire pursuant to
the Merger, or which are issuable upon exercise of options, warrants, or other
convertible securities held by them on such dates, (collectively, the
“Restricted Securities") for the period specified hereafter without the prior
written consent of a representative of BOCO. Such restrictions shall apply to
the Restricted Securities for a period of two (2) years after the closing date
of the Merger. Thereafter, a security holder may sell up to twenty-five percent
(25%) of the Restricted Securities every quarter beginning in the third year. As
a reasonable means of ensuring compliance with the terms of this Agreement, the
undersigned further agrees that we may instruct the transfer agent for the
Restricted Securities to place a transfer restriction on such transfer agent's
records.





-
26 -








Notwithstanding
the foregoing, if, at any time after fifteen (15) months from the closing date
of the Merger, the closing price of our common stock is above $3.00 per share
for 25 out of 30 consecutive trading days with an average daily trading volume
in excess of 250,000 shares, a Restricted Security holder may sell up to ten
percent (10%) of the Restricted Shares in every quarter that these conditions
are met.





For
security holders that are subject to a three-year lock-up agreement, the
restriction for the Restricted Securities shall apply for a period of three (3)
years after the closing of the Merger, provided, however, that after two (2)
years, a Restricted Security holder may sell up to five percent (5%) of the
Restricted Securities every quarter during the third year. Notwithstanding the
foregoing, if, at any time after fifteen (15) months from the closing date of
the Merger, the closing price of our common stock is above $3.00 per share for
25 out of 30 consecutive trading days with an average daily trading volume in
excess of 250,000 shares, a Restricted Security holder may sell up to ten
percent (10%) of the Restricted Shares in every quarter that these conditions
are met.








ITEM
6.  SELECTED FINANCIAL DATA.





As a
smaller reporting company, we are not required to provide this
information.








ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.





On March
31, 2009 Across America Financial Services, Inc. (“Across America”) completed
the acquisition of Apro Bio Pharmaceutical Corporation (“Apro Bio”) pursuant to
the terms of the Agreement of Merger and Plan of Reorganization, as amended (the
"Merger) among Across America, Apro Bio and Across America Acquisition Corp.
(“AAAC”), a Colorado corporation and a wholly-owned subsidiary of Across
America.  Under the terms of the Merger, AAAC was merged into Apro
Bio, and Apro Bio became a wholly-owned subsidiary of the Company.  On
May 27, 2009 Across America changed its name to Omni Bio Pharmaceutical, Inc.
(“Omni”).





The
Merger was accounted for as a reverse acquisition with Apro Bio being treated as
the acquirer for accounting purposes.  Accordingly, for all periods
presented in this Report, the financial statements of Apro Bio have been adopted
as the historical financial statements of Omni.





Except as
the context otherwise requires, the terms "Company," "we," "our, "us" or “Omni,”
means Omni and our wholly-owned subsidiary, Omni Bio Operating,
Inc.





Plan
of Operation





As of
March 31, 2009, our business efforts have been largely dedicated to pursuing
additional capital in order to continue funding Sponsored Research Agreements
(“SRA”) on the furtherance of Omni’s licensed science for the treatment of
bacterial disease, and to fund a pending SRA for the furtherance of Omni’s
licensed science for the treatment of viral disease and cell/graft
rejection.





We plan
to acquire and develop existing and novel therapies that we believe have the
potential to move through clinical trials quickly, shepherd them through the FDA
approval processes and advance them through commercialization.  This
core strategy is based on licensing issued and pending patents, which will
initially involve an existing FDA approved drug that has come off of its initial
patents, and has shown to be therapeutically effective in treating a genetic
deficiency and unrelated to our intellectual property.





-
27 -








We intend
to outsource the normally capital intensive scientific function to academic
research institutions, such as our agreements with CU and Colorado State
University (“CSU”).  This approach would provide a specific scientific
budget for us to fund each application, without the possibilities of substantial
cost overruns being incurred internally.  Work contracted with CU or
other research institutions is expected to provide a contractually guaranteed
work product, greatly increasing the viability of financial
forecasting.  With this approach, our management team should be able
to devote its time to working with the project's lead scientists, overseeing
necessary patent work, and dealing with reasonable levels of corporate
overhead.  This approach should allow most of our expenses to be
focused on research and development.





We intend
to initially devote our efforts to developing a new prophylactic (preventative)
and therapeutic treatment for anthrax infection, including bioengineered or
“weaponized” anthrax. This technology may also provide treatment options for
bacterial pneumonia and mycobacterium tuberculosis infections and other
bacterial diseases. These proposed products will be based on patented and patent
pending breakthrough discoveries in the field of serine protease
inhibition.  Management believes that the early-stage proof of
principle supports protease blockade as a means to treat disease.





Management believes that several
advantages separate this technology from alternative treatment approaches for
anthrax and other types of bacterial infections:





●
            Strong
      proof of principle;


●
            Broad
      and deep intellectual property
portfolio;


●
            Immediate
      availability of clinical drug candidates that are already approved for use
      in humans; and


●
            Possible
      access to FDA Orphan Drug Status that could protect our market from
      secondary entrance by generic drug manufacturers for an additional seven
      years of patent protection.





The
University of Colorado Technology Transfer Office serves as a facilitator
between inventors, entrepreneurs, business advisors, students, and service
providers to support the creation and early development of start-up companies
based on the University's technologies.  On May 15, 2006, we entered
into our first exclusive license agreement with the Regents of the University of
Colorado (the “RUC”) on behalf of the UCHSC relating to anthrax, tuberculosis
and bacterial pneumonia.  CU granted us an exclusive worldwide license
to use intellectual property covered by various U.S. Provisional Patent
Applications filed by CU.





Future
research essential for developing these strategies will be conducted in
accordance with the world-wide licensing rights and our existing and pending
collaborative SRAs with the RUC.





Results
of Operations – Fiscal Year Ended March 31, 2009 Compared to Fiscal Year Ended
March 31, 2008





The
following discussion relates to Omni’s operations for the year ended March 31,
2009 (“fiscal year 2009”) as compared to the year ended March 31, 2008 (“fiscal
year 2008”).





For
fiscal year 2009, we reported a net loss of $4,554,521 compared to a net loss
for of $1,812,567 for fiscal year 2008, an increase of
$2,741,954.  This increase was primarily due to non-cash charges
associated with the issuances of common stock purchase warrants (“warrants”)
pursuant to the Merger totaling $2,504,273 as well as in our private placement
offering (as defined and discussed below under this Item), both of which
occurred on March 31, 2009.  Other significant non-cash charges were
our common stock issuances to CU as required under our licensing agreements,
which totaled approximately $720,000 in fiscal year 2009 as compared to
approximately $11,000 in fiscal year 2008, and a charge recorded in fiscal year
2009 of approximately $153,000 related to modifications of certain terms of
warrants held by certain related parties.  We did not report any
revenue in fiscal year 2009 or 2008.





-
28 -





General
and administrative expenses for fiscal year 2009 were $1,031,911, and included
$740,251 of share-based compensation, as compared to $1,366,976 in fiscal year
2008, which included $692,638 of share-based compensation.  Excluding
share-based compensation, general and administrative expenses in fiscal year
2009 decreased approximately $383,000 or approximately 57% from fiscal year
2008, primarily due to significantly lower employee compensation and related
payroll taxes as a result of the departure of our CEO and COO during the first
quarter of fiscal year 2009.  Further, as part of settlement
agreements with both individuals, our committed pay-outs resulted in a reduction
in compensation expense in fiscal year 2009 for previously accrued compensation
pertaining to both fiscal year 2008 and 2009.





Research
and development expenses for fiscal year 2009 were $241,300 as compared to
$385,437 in fiscal year 2008, a decrease of $144,137 or approximately
37%.  The decrease was primarily attributable to our inability to
continue funding of research activities at the UCHSC due to cash availability
constraints.





Interest
expense for fiscal year 2009 was $6,140 as compared to $49,425 for fiscal year
2008, primarily due to lower debt outstanding during fiscal year
2009.





Liquidity
and Capital Resources





Our
consolidated financial statements as presented in Item 15 of this report have
been prepared in conformity with US GAAP, which contemplate our continuation as
a going concern. However, the report of our independent registered public
accounting firm on our consolidated financial statements, as of and for the year
ended March 31,
2009, contains an explanatory paragraph expressing substantial doubt as to our
ability to continue as a going concern. The “going concern” qualification
results from, among other things, our development-stage status, the lack of any
revenue recognized since inception and our inception to date net losses, which
total approximately $7.5 million and include non-cash charges of approximately
$4.7 million, and the outstanding and currently anticipated contractual
commitments for research and development efforts under the current and
anticipated SRA’s.  Our consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or amounts and classification of liabilities that might
be necessary if we were unable to continue as a going concern.





We
significantly enhanced our liquidity on March 31, 2009 with the closing of a
private placement offering to four accredited investors pursuant to section 4(2)
of the Securities Act, as amended, and Rule 506 promulgated thereunder (the
“Private Placement”). We issued “Units,” consisting of one share of our common
stock, a warrant to purchase one-half a share of our common stock at an exercise
price of $0.25 per share (two warrants must be exercised to purchase one share
of common stock), two warrants to purchase two shares of our common stock at an
exercise price of $0.50 per share and a warrant to purchase one share of our
common stock at an exercise price of $1.00 per share.  We sold the
Units at a price of $1.00 per Unit and issued 1,870,000 Units for gross cash
proceeds of $1,820,000 and the conversion of a note payable to a related party
of $50,000.  In connection with the offering, we paid to Bathgate
Capital Partners LLC (“BCP”) a placement agent fee comprised of $112,200 in cash
and a warrant to purchase 56,100 shares of our common stock at an exercise price
of $0.25 per share, a warrant to purchase 224,400 shares of our common stock at
$0.50 per share, and a warrant to purchase 224,400 shares of our common stock at
$1.00 per share. No general solicitation was used in connection with the Private
Placement. On April 1, 2009, a related party also converted the principal
balance of its $132,000 note in exchange for 600,000 shares of our common stock
pursuant to the conversion rights included in the note.





Management
recognizes that the Company must generate additional cash resources to enable it
to continue operations.  We intend to raise additional financing
through equity financings or through other means that we deem necessary, with a
view to moving forward and sustaining prolonged growth. However, there is no
assurance that we will be successful in raising additional
capital.  Further, even if we raise additional capital, there is no
assurance that we will achieve profitability or positive cash flow. If we are
unable to raise additional capital and expected significant revenues do not
result in positive cash flow, we will not be able to meet our obligations and
may have to cease operations.





-
29 -





Cash and Cash
Flows
 
 Our cash
and cash equivalents at March 31, 2009 were $1,805,395 as compared to $17,309 at
March 31, 2008. For fiscal year 2009, net cash used in operations was $56,513 as
compared to net cash used in operations of $576,233 for





For
fiscal year 2009, net cash used in investing activities was $30,401 as compared
to $3,797 for fiscal year 2008, and was primarily due to costs incurred in
fiscal year 2009 for the purchase of a license from CU for the treatment of cell
graft/rejection.  For fiscal year 2009, net cash from financing
activities was $1,875,000 and was generated from the securities sold in the
Private Placement and notes payable issued to related parties during the fiscal
year.  For fiscal year 2008, net cash from financing activities was
$543,000 and was provided primarily by $231,750 from the sale of our common
stock and $300,000 from the issuance of notes to a related party.





As a
result of completing the Private Placement, we anticipate increasing our
research and development activities commensurate with the requirements
associated with our pending expected execution of two new SRA agreements with
the RUC and the associated expenditure levels that will be required by those
agreements.  We presently anticipate that the aggregate annual
expenditure levels required by these two pending SRA agreements will aggregate
in a range of approximately $550,000 to $650,000 annually, and require that we
expend those amounts for a period of two to three years from the date of the
agreements.  We anticipate that we will execute these agreements in
the second half of calendar year 2010.





Furthermore, we continue to incur operating expenses of
approximately $60,000-80,000 per month, including (a) amounts for salaries and
other corporate overhead; (b) research and development expenses; and (c) legal
and accounting fees associated with our patent filings and anticipated status as
a public company. We expect to continue depleting our working capital until such
time, if ever, we successfully sublicense or commercialize one of our pending or
issued patents.





Contractual
Obligations





We are
committed to make payments on certain contractual obligations, and our cash
payments due under contractual obligations as of March 31, 2009 were as
follows:





Cash
      payment obligations (due by period
                    
                    Less
      than 1 Year
                    
                    
                    1 –
      3 Years
                    
                    
                    TotalObligations
      due under SRA
                    
                    $
                    321,300
                    
                    
                    $
                    -
                    
                    
                    $
                    321,300Note
      payable – related party
                    
                    
                    -
                    
                    
                    
                    25,000
                    
                    
                    
                    25,000$
                    321,300
                    
                    
                    $
                    25,000
                    
                    
                    $
                    346,300





Critical
Accounting Policies





We
prepare our financial statements in accordance with US GAAP.  Our
significant accounting policies are disclosed in Note 2 to our consolidated
financial statements contain under Item 15. Exhibits and Financial Statement
Schedules in this report.  The accounting policies most
fundamental to the understanding our financial statements are those relating to
our use of estimates, to the capitalization of license agreements and the
impairment analysis of the capitalized license costs and to the valuation,
classification and recording of debt and equity transactions, including those
that include stock purchase warrants.





-
30 -





Use of
estimates





We are
currently a development stage company and have not recorded any revenue since
inception.  Since inception, we have incurred general, selling and
administrative expenses (“SGA expenses”) and research and development
costs.  Included in the SGA expenses are significant charges recorded
for share-based compensation issued to employees, former employees, consultants
and directors in the form of our common stock and warrants to purchase our
common stock. We have computed the share-based compensation charges using the
Black-Scholes pricing model, which incorporates assumptions as to a company’s
stock price (when there is not readily available market as a basis) as well the
expected term that a warrant holder will hold a warrant and the expected
volatility of a company’s stock price over a specified term.





For
fiscal year 2009, we recorded significant non-operating charges related to
certain warrants to purchase our common stock that were issued in the Merger. We
calculated these charges also using the Black-Scholes model and assessed the
appropriateness of the variables employed in the model. We are likely to issue
more equity instruments, which may be in the forms of common stock sold with
detachable warrants, convertible debt sold with detachable warrants and
convertible preferred sold with detachable warrants. These potential types of
transactions require extensive analysis to determine the proper asset, liability
and/or equity classification and the application of estimates in deriving values
to be assigned under the Black-Scholes model.  Future issuances of
these transactions may possibly result in significant expenses being recorded in
our consolidated financial statements.





Capitalized License
Costs





Since
inception, we have capitalized approximately $80,000 related to direct costs
incurred to establish our ability to license future patents in the bio
pharmaceutical areas that are associated with the licenses that we
own.  We commence amortization of these costs when a patent is applied
for and continue the amortization over the expected life of the patent. The
assignment of an estimated life to a license is also an estimate that we must
monitor as well as the net carrying value of the license.  Because we
are in development stage and have not generated any revenue or identified which
of the licenses is likely to generate revenues first, a formal impairment
analysis is difficult at this time.  We will continue to monitor our
license agreements as to the appropriateness of definite lives in relation to
patent development and formalize our potential impairment analysis as we
correlate evidence as to marketability of product related to the license
agreements.








ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company, we are not required to provide the information under
this item.








ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Our
consolidated financial statements are included as a separate
section of this report beginning on page F-1 immediately following the signature
page to this report.




As a
smaller reporting company, we are not required to provide the “Supplementary
Data” financial information under this item.








ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
FINANCIAL DISCLOSURES.





On June
3, 2009, our Board of Directors voted to change our Certifying Accountants from
Cordovano and Honeck LLP to Hein & Associates LLP.  The firm of
Cordovano and Honeck LLP was dismissed as of June 3, 2009. As of that date, Hein
& Associates, LLP formally accepted us as a client for our March 31, 2009
transitional fiscal year end audit. Cordovano and Honeck LLP has rendered
opinions on our audits for the past two years. The change in Certifying
Accountants was a decision of our Board of Directors.





-
31 -





There
were no disagreements between us and Cordovano and Honeck LLP within the last
two years and through June 3, 2009, with respect to our accounting principles or
practices, financial statement disclosure or audit scope or procedure, which, if
not resolved to the former Certifying Accountant's satisfaction, would have
caused them to make reference to the subject matter of the disagreement in
connection with their report. Further, with the exception as to an expressed
uncertainty regarding our possible continuation as a going concern, the reports
of Cordovano and Honeck LLP for the past two years did not contain an adverse
opinion or disclaimer of opinion, nor were they modified as to uncertainty,
audit scope, or accounting principles. We have authorized Cordovano and Honeck
LLP to respond fully to inquiries of Hein & Associates LLP concerning our
financial statements.





During
our two most recent fiscal years and through June 2, 2009, Hein & Associates
LLP has not been engaged as either the principal accountant to audit our
financial statements, nor as an independent accountant to audit any significant
subsidiary and has not been consulted regarding:





(i)
            the
      application of accounting principles to a specified transaction, either
      completed or proposed; or the type of audit opinion that might be rendered
      on our financial statements, and no written reports were provided to us or
      oral advice was provided that Hein & Associates LLP concluded was an
      important factor considered by us in reaching a decision as to the
      accounting, auditing or financial reporting issue;
  nor


(ii)
            any
      matter that was either the subject of a disagreement (as defined in
      paragraph 304(a)(1)(iv) and the related instructions to this item) or a
      reportable event (as described in paragraph
  304(a)(1)(iv))





ITEM
9A(T).  CONTROLS AND PROCEDURES.





Disclosure Controls and
Procedures





We are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13(a) - 15(e), as defined under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).  As of March
31, 2009, we carried out an evaluation, under the supervision and with the
participation of our executive management, including our Chairperson and Interim
Chief Financial Officer of the effectiveness of the design and operation of our
disclosure controls and procedures. Given that our operating company, Apro Bio
Pharmaceutical, Inc., had been private until March 31, 2009, we determined from
that evaluation that an experienced public company chief financial officer was
necessary to insure compliance with Rules 13(a) – 15(e) of the Exchange Act, and
concluded that our disclosure controls and procedures were not effective as of
the end of the period covered by this report. It should be noted that subsequent
to March 31, 2009, we hired an Acting Chief Executive Officer and Chief
Financial Officer who are the “Certifying Officers” to this report.





This
conclusion was primarily based on management’s determination that our financial
reporting personnel did not have sufficient experience in the preparation of the
financial statements and narrative disclosures in notes to the financial
statements to ensure that the disclosure controls and procedures we maintain
that are designed to ensure that information required to be disclosed in
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms, and that such information is accumulated and communicated to our
management, as appropriate, to allow timely decisions regarding required
disclosures. As remediation to this deficiency, we hired a new Chief Financial
Officer that we believe has the necessary financial management qualifications
and experience with disclosure controls and financial management. Accordingly,
we believe that we do have effective disclosure controls and procedures as of
the filing of this report.




-
32 -





Internal Control over
Financial Reporting





On March
31, 2009, we completed a reverse merger transaction (the “Merger”), whereby Apro
Bio, a private operating company was merged into a subsidiary of Across America,
a public shell company.  As of the date of the Merger, we adopted a
new fiscal year of March 31, 2009.  Across America had previously
filed its Annual Report on Form 10-K for the fiscal year ended December 31,
2008, and management had disclosed its assessment of its disclosure controls and
procedures and internal control over financial reporting as required under this
Item. The disclosure controls and procedures and internal controls which Across
America (the legal acquirer) previously had in place are not applicable or
relevant as of the assessment date, and in addition, the assets, liabilities,
and operations that Across America previously had as a non-operating public
shell company are insignificant when compared to the newly formed consolidated
entity. As we were only a public company for effectively one day during fiscal
year 2009, we did not have an adequate opportunity to formally evaluate our
internal controls. Based upon guidance as provided by the SEC, we understand we
are exempt from completing such an evaluation for fiscal year 2009. Therefore,
we, as the surviving entity, are excluding management’s assessment of internal
control over financial reporting in this Annual Report on Form 10-K covering the
fiscal year in which the acquisition was consummated.





We are
responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange
Act. Our internal control over financial reporting are designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external purposes in
accordance with US GAAP.  We have not reported on our internal control
over financial reporting for the fiscal year ended March 31, 2009 for the reason
cited above under this Item.




This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting as the Company is considered a “non-accelerated” filer and was, in
itself, exempt from completing an internal control assessment, both of which
exempted the Company from obtaining such certification.








ITEM
9B.  OTHER INFORMATION.




None.




-
33 -




PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





As of
March 30, 2009, Mr. Brian Klemsz served as our President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer and sole
director.  Mr. Klemsz resigned all of the officer positions effective
with the merger between a subsidiary of Across America Financial Services, Inc.,
a public shell company (“Across America”) and Apro Bio Pharmaceutical
Corporation (“Apro Bio”) on March 31, 2009 (the “Merger”).  After a
notice period required under Rule 14f-1, Mr. Klemsz resigned as a
director.  Subsequent to the Merger, Across America changed its name
to Omni Bio Pharmaceutical, Inc. (“Omni”), and the individuals listed below were
appointed as directors and officers of Omni.  The following table sets
forth the names and ages of each of our directors and executive officers as of
June 26, 2009:




Name
                Age
                Positions and Offices to be
      heldCharles
      A. Dinarello, M.D.
                66
                Acting
      Chief Executive Officer and DirectorVicki
      D.E. Barone
                49
                Chairperson
      of the BoardMichael
      D. Iseman, M.D.
                69
                DirectorMichael
      D. Wort
                58
                DirectorPaul
      H. Dragul, M.D.
                75
                DirectorHon.
      Albert L. Kramer
                75
                DirectorSteven
      M. Bathgate
                54
                DirectorEdward
      C. Larkin
                58
                Executive
      Vice President and Chief Operating OfficerRobert
      C. Ogden
                49
                Chief
      Financial Officer, Secretary and
Treasurer





The
directors named above will serve until our first annual meeting of stockholders
following completion of the Merger or until their respective successors have
been appointed and duly qualified.  Thereafter, it is expected that
directors will be elected for one-year terms at our annual stockholders’
meeting.  Officers will hold their positions at the discretion of our
board of directors, absent any employment agreement, of which none currently
exists or is contemplated.  Except for the plan described herein,
there is no arrangement or understanding between any of our directors or
officers and any other person pursuant to which any director or officer was or
is to be selected as a director or officer, and there is no arrangement, plan or
understanding as to whether non-management shareholders will exercise their
voting rights to continue to elect the current directors to our
board.  There are also no arrangements, agreements or understandings
between non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the our affairs.




Information
concerning our directors and our executive officers is set forth
below:





Charles A.
Dinarello, M.D. was appointed Acting Chief Executive Officer on March 31,
2009.  Dr. Dinarello has been our principal investigator for cell
graft rejection and has been a member of the our Scientific Advisory Board since
October 2008.  Dr. Dinarello is Professor of Medicine at the
University of Colorado School of Medicine in Denver. Until 1996, he was
Professor of Medicine at Tufts University School of Medicine and a staff
physician at the New England Medical Center Hospital in Boston. Dr. Dinarello
received his medical degree from Yale University and his clinical training at
the Massachusetts General Hospital. From 1971 to 1974, he was a clinical
associate and from 1975 to 1977 a senior investigator at the National Institutes
of Health in Bethesda. Dr. Dinarello has published over 700 original research
articles on cytokines, particularly interleukin-1 (IL-1) and tumor necrosis
factor. The Institute for Scientific Information listed him as the world's
fourth most cited scientist (all sciences) for the 20 years of
1983-2003.  He was elected into the United States National Academy of
Sciences in 1998 and is currently a member of the editorial board of Proceedings
of the National Academy of Sciences.  Dr. Dinarello is a director of
Techne Corporation (NASDAQ NNM: TECH), and serves on the Scientific Advisory
Boards of Senesco Technologies, Inc., Source MDx, Aveo Pharmaceuticals, Inc.,
GlobeImmune, Inc., and Capstone.





-
34 -





Vicki D.E.
Baronehas
served as the Chairperson of our board since March 31, 2009.  From
March 31, 2008 until March 31, 2009, she served as the Chairperson of the board
of Apro Bio.  Since 1996, Mrs. Barone has served as the Chief
Financial and Compliance Officer for Bathgate Capital Partners LLC (“BCP”),
formerly known as Bathgate McColley Capital Group, a full-service Investment
Bank focused on the microcap space. In addition, as Senior Managing Partner and
a member of the Commitment Committee, she actively manages the corporate finance
projects of the firm.  She is very active in the National Investment
Banking Association and served on the board from 2005 to 2007 and served as
Chairperson for 2007 and Secretary and Treasurer for 2006.  Prior to
joining BCP in 1996, she owned and operated her own financial services firm for
five years, offering accounting and financial planning services to small
businesses and individuals. She served as the Chief Financial Officer of a small
public company and gained auditing experience with KPMG Peat Marwick (Denver).
She is a Certified Public Accountant and a Certified Financial Planner and has
been licensed to sell securities since 1983. Vicki received her BS in Finance in
1982 and MS in Accounting from the University of Colorado in 1993.




Michael D.
Iseman, M.D.was appointed to our board in April 2009.  From
August 2008 until March 31, 2009, he was a director of Apro Bio.  Dr.
Iseman has been a Professor of Medicine at the University of Colorado Health
Science Center since 1980 with appointments in both the Division of Pulmonary
Medicine and Infectious Diseases.  Since 1983 he has also been a
physician with the National Jewish Medical and Research Center in Denver, CO and
currently serves as its Chief of the Clinical Mycobacterial Disease
Service.  His primary research interests relate to drug-resistant
tuberculosis and disease due to the “atypical mycobacteria.”  He has
been a consultant for the Colorado State Health Department, The U.S. Centers for
Disease Control and the World Health Organization.  He was
Editor-in-chief of the International Journal of Tuberculosis and Lung Diseases
and author of the textbook published in 2009 called “A Clinician’s Guide to
Tuberculosis.”  He has received numerous honors including the Edward
Livingston Trudeau award from the American Thoracic Society and American Lung
Association (2005), the Gold Medal for Clinical Excellence of the Columbia
Alumni Association (1995), election to the Colorado Pulmonary Hall of Fame
(1997), the Governors’ Community Service Award from the CHEST Foundation (2004)
and the Robert W. Schrier Award for Excellence from the Department of Medicine
of the University of Colorado (2007).  Dr. Iseman received his
undergraduate degree with honors from Princeton in 1961, and his MD from
Columbia College of Physicians and Surgeons in 1965.




Michael D.
Wort was appointed to our board in April 2009.  From October 1,
2008 until December 31, 2008, Mr. Wort served as the Interim Chief Executive
Officer of Apro Bio.  He is a Chartered Graduate Biologist with a
background in Industrial Microbiology. He has lectured both in the UK and
overseas in Industrial, Pharmaceutical and Medical Microbiology. He spent 16
years in the pharmaceutical industry in a variety of sales, marketing and
general management positions with Glaxo, SmithKline and Wellcome both in the UK
and overseas.  In 1992 he was appointed Investor Relations Manager at
Wellcome and was responsible for the global communications program for the £2.4
billion secondary offering of Wellcome shares by the Wellcome Trust. After 3
years as IR manager for this company, in 1995 he left to set up Genus
Communications, the first specialist communications agency in Europe for
emerging biotechnology companies. During 9 years as a small-cap specialist in
the healthcare industry, he has been involved in more than 10 initial public
offerings and over 20 secondary fundings raising more than £200 million. In 1997
- 1999  he was also involved in the privatization of the Bulgarian
pharmaceutical industry, being appointed Chief Executive Officer, after helping
with the fund raising, to integrate the three pharmaceutical factories in
Bulgaria into a single cohesive organization with consistent global policies and
procedures. He was a consultant to the Close Brothers life science team and is
non-executive director of AudioVisual Prescriptions
Limited.  Additionally, Michael is Managing Director of Beckpharma,
Ltd., a London based pharmaceutical development company and is now Managing
Director of De Facto, having sold his communication business into Bell
Pottinger, the UK's largest communication agency.




-
35 -





Paul H. Dragul,
M.D. was appointed to our board in April 2009.  From October
2006 until March 31, 2009, he was a director of Apro Bio.  Dr. Dragul
has been President of the Associates of Otolaryngology since 1989 and has
practiced at Faces First Center for Cosmetic Surgery in Denver, Colorado since
1969.  Dr. Dragul graduated from the University of Cincinnati College
of Medicine and received a Bachelor of Science degree in Pharmacy from the
University of Cincinnati.  Dr. Dragul performed his surgery residency
at Battan Memorial Hospital in Albuquerque, New Mexico and his otolaryngology
residency at the University of Colorado Medical Center.  Dr. Dragul is
a member of the American Academy of Otolaryngology, American Academy of
Otolaryngic Allergy, Colorado Otolaryngology Society, Colorado Medical Society,
Arapahoe Medical Society and Otolaryngic Allergy Society of Pan
America.  Dr. Dragul has over 30 years of experience and has advance
training in rhinoplasty (cosmetic nasal surgery), blepharoplasty (eyelid
surgery), sinus and ear infections, voice problems, tonsillitis, allergy testing
and treatments, septoplasty, endoscopic sinus surgery, neck and head
surgery.




Honorable Albert
L. Kramer was appointed to our board in April 2009.  From April
2008 until March 31, 2009, he was a director of Apro Bio.  Judge
Kramer has served as an attorney, a State District Court Judge for the State of
Massachusetts, Chief Policy Advisor to the Governor of Massachusetts and a
Massachusetts State Legislator.  Since 1993, Judge Kramer has been in
private practice and also served as In-house Counsel to Syratech Corporation
from 1993 to 2005 and as Chief Counsel to Travelers Marketing, LLC since
2004.   During his 18 years on the bench, Judge Kramer served as
District Court Judge for Quincy District from 1975 to 1992. Judge Kramer was an
Adjunct Professor in Criminal Justice at Brandeis University’s Florence Heller
Graduate School and a lecturer at Harvard School of Public Health and John F.
Kennedy School of Government.  Judge Kramer received his undergraduate
and law degrees from Boston University in 1954 and 1957,
respectively.




Steven M.
Bathgate was appointed to our board in April 2009.  From April
2008 until March 31, 2009, he was a director of Apro Bio.  Since 1996,
Mr. Bathgate has served as Senior Managing Partner of BCP.  Prior to
starting BCP, he was the Chairman and Chief Executive Officer of Cohig &
Associates, Inc., an Investment Bank specializing in public and private
financing for emerging growth companies. His other previous experience includes
employment by Wall Street West, Dain Bosworth, Inc., and the National
Association of Securities Dealers, Inc.  Mr. Bathgate currently serves
on the board of directors of Peerless Systems Corp. (Nasdaq: PRLS), Creston
Resources, Inc. (pink sheets: CSTJ) and formerly served on the board of
directors of Birner Dental Services Management Inc. (Nasdaq:
BDMS).  He received his BS degree in Finance from the University of
Colorado.




Edward C.
Larkin was appointed Executive Vice President and Chief Operating Officer
in May 2009 and previously served as Interim Chief Financial Officer since
January 2007.  Since April of 2002, Mr. Larkin has served as Director
of Corporate Finance for BCP.  Mr. Larkin has 32 years of experience
in the securities industry, enveloping most areas of broker-dealer operational
expertise, including accounting, operations, compliance, management, research
and corporate finance.  Prior to joining BCP, Mr. Larkin has held
diverse positions at Cohig & Associates, including acting as President,
Chief Financial Officer, Director of Research and Managing Director, Corporate
Finance.  He is one of the 12 founding members of the National
Investment Banking Association (“NIBA”) and served on its board of directors
from 1997 to 2000.  Mr. Larkin has acted as an outside director for
three NASDAQ companies.  He received his BS degree in Finance and
Marketing from the University of Colorado in 1973 and an MBA from the University
of Denver in 1974.




Robert C.
Ogden was appointed Chief Financial Officer, Treasurer and Secretary in
May 2009.  Mr. Ogden has over 20 years of senior financial management
experience in both private and public companies.  From 2007 to 2009,
Mr. Ogden was a financial consultant, primarily providing services to public
companies, ranging in size from Fortune 500 to micro-cap.  From 2004 to
2007, Mr. Ogden served as Chief Financial Officer, Treasurer and
Secretary of SAN Holdings, Inc., a publicly-traded data storage solutions
provider and software company, where he was responsible for all administrative
and finance functions.  From 2000 to 2004, he was a financial consultant,
primarily providing financial controller and financial reporting services for
both private and public companies in a variety of industries, including
software, computer hardware and financial services. From 1997 to 2000, he served
as Vice President, Corporate Controller and Chief Accounting Officer for TAVA
Technologies, Inc., a publicly held, national systems integration and software
company. He began his career as a public accountant with PricewaterhouseCoopers.
Mr. Ogden holds a B.S. in Commerce from the University of Virginia and is a
CPA.





-
36 -





Board
Committees




We do not
currently have an audit committee or an "audit committee financial expert," as
due to the limited size our current business operations, we have not deemed it
necessary.  We also do not have compensation or nominating
committees.




Scientific Advisory
Board




We have
established a Scientific Advisory Board.  Dr. Iseman is currently our
chairperson.  The following sets forth biographical information as to
the business experience of each additional member of the Scientific Advisory
Board.




Dr. James
Mier has been a member of the Scientific Advisory Board since October
2008 and is an Associate Professor of Medicine at Beth Israel Deaconess Medical
Center, a teaching hospital of Harvard Medical School. He is also a practicing
physician in the Division of Hematology-Oncology at Beth Israel. Dr. Mier has
been a member of the Scientific Advisory Board of Senesco Technologies Inc.
since April 12, 2007.  Dr. Mier's research is funded by the NIH and he
is a member of numerous professional societies.




Dr. James D.
Crapo has been a member of the Scientific Advisory board since October
2008 and has been Executive Vice President for Academic Affairs of National
Jewish Medical and Research Center in Denver, Colorado Since 1996, Dr. Crapo has
served as President of the Fleischner Society. He served as the Chief Executive
Officer of Aeolus Pharmaceuticals Inc. (formerly Incara Pharmaceuticals Corp.)
and President of the American Thoracic Society. He served as Interim Principal
Executive Officer of Lifevantage Corporation. Throughout his professional career
he has been active in numerous professional societies, including service on the
NHLBI Advisory Council. He has had an extensive career as a leading research
scientist, administrator, practicing physician and clinical investigator. In
addition to his administrative duties at National Jewish, his responsibilities
include clinical care of patients and scientific research. He is one of the
scientific co-founders of Incaras catalytic antioxidant drug development program
and has been the program’s Chief Scientific Officer since its inception. He is
one of the inventors on a majority of the program’s patents and is also serving
as the Medical Director for Incaras ALS clinical program. He maintains a large
research program focused on the role of oxidants and anti-oxidants in the
causation and treatment of diseases. He founded the Incaras antioxidant program
with Irwin Fridovich, Ph.D., and both are recognized as world leaders in
antioxidant research. He was the first scientist to extend Dr. Fridovich’s and
Dr. McCord's (Director of Science for Lifeline Therapeutics) original discovery
of superoxide dismutase (SOD) to mammalian models of disease. He was the
Chairman of the Department of Medicine at the National Jewish Medical and
Research Center in Denver, Colorado from 1996 to 2004. He has been chairman and
a director on the board of Lifevantage Corporation since 2007 and 2005,
respectively. He has been a director of Lifeline Therapeutics, Inc. since April
6, 2005 and serves as the Member of Advisory Board at Oriel Therapeutics
Inc.  Dr. Fridovich is James B. Duke Professor of Biochemistry,
Emeritus, Duke University Medical Center and was a co-discoverer of superoxide
dismutase, one of the body’s primary antioxidant enzymes. He was the first
scientist to extend Dr. Fridovich’s original discovery of superoxide dismutase
to mammalian models of disease. Prior to 1996, he served on the faculty of Duke
University Medical Center, where he served for 17 years as the Chief of the
Pulmonary and Critical Care Medicine Division. He is the author of more than 200
original scientific publications, numerous book chapters and seven
textbooks.





Dr. Eli
Lewis has been a member of the Scientific Advisory Board since May 2009
and is the director of the Clinical Islet Laboratory with Ben Gurion University
of the Negev, Israel. Dr. Lewis is has also been a lecturer in clinical
biochemistry for the faculty of Health Sciences Ben-Gurion University of the
Negev. Dr. Lewis received his undergraduate, masters and Ph.D degrees from Ben
Gurion University of the Negev and received his Post-Doctoral Fellowship at the
University of Colorado Health Sciences Center.  Dr. Lewis received the
Magna Cum Laude distinction in the masters program and the Summa Cum Laude in
the Ph.D program at Ben Gurion.





This past
October 2008, Dr. Lewis co-published a study in the Publication of the National
Academy of Sciences with our Acting Chief Executive Officer, Dr. Charles
Dinarello, and University of Colorado researcher Dr. Leland Shapiro titled
“Alpha-1-Antitrypsin Monotherapy Induces Immune Tolerance during Islet Allograft
Transplantation in Mice.”  Dr. Lewis is a member of numerous
professional societies.





-
37 -





Other Scientific
Consultant





Dr. Leland
Shapiro is our principal investigator for the viral and bacterial
pneumonia applications. Dr. Shapiro is an Associate Professor of Medicine,
University of Colorado School of Medicine and a Staff Physician at the Denver
Veterans affairs medical center.  Dr. Shapiro received BA and BS
degrees from Tufts University and graduated from the University of Massachusetts
School of Medicine.  He obtained medical training as a resident in
internal medicine at the University of North Carolina at Chapel Hill, where he
also served as Chief Medical Resident.  This was followed by
infectious diseases fellowship clinical and scientific training at the Tufts New
England Medical Center in Boston, where he worked in the laboratory of Dr.
Charles A. Dinarello as a post-doctoral fellow in Infectious
Diseases.  He was selected as a fellow of the American College of
Physicians for outstanding achievements in the areas of clinical care and
scientific investigation. Current research projects include investigating the
role of innate immunity (including natural and synthetic serine protease
inhibitors) in the pathogenesis of several diseases, including those considered
bio-weapons.  These endogenous proteins appear to be potent and
natural circulating substances that naturally protect people from disease. This
research focus has expanded into several novel and surprising areas which will
be the subject of upcoming publications.  Dr. Shapiro also studies the
recently described cytokine Interleukin-18 in HIV pathogenesis in several models
in vitro.  Also, stress-activated mitogen activated protein (MAP)
kinase signaling pathways are being assessed in HIV pathogenesis.





Compliance
with Section 16(a) of the Securities Exchange Act of 1934




Section
16(a) of the Exchange Act requires our officers and directors, and persons who
own more than 10% of a registered class of our equity securities, to file
initial  reports of ownership and reports of changes in ownership 
with the SEC.  Such persons are required by SEC  rules  to
furnish us with copies of all Section  16(a) forms they file.  Based
solely on our review of the copies of such forms we have received and 
representations  from certain  reporting  persons regarding
their  compliance with the relevant filing  requirements,  we
believe that all filing requirements applicable to our officers,  directors
and 10%  shareholders  were complied with during the fiscal year
ended  March 31,2009.




Code
of Ethics





Due to
our current, development stage, we have not yet developed a written code of
ethics for our directors or executive officers.








ITEM
11.  EXECUTIVE COMPENSATION.





For the
fiscal years ended March 31, 2009 and 2008 (“fiscal years 2009 and 2008,”
respectively), Mr. Klemsz served as Across America’s President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer and sole director and
received no salary or other compensation in any of those years.




Upon the
Merger on March 31, 2009, Ms. Barone served as Chairperson of our board. The
following table sets out the compensation paid for services rendered during the
fiscal years 2009 and 2008 to Ms. Barone and to each of Apro Bio’s “named
executive officers.”





-
38 -





Summary
Compensation Table




Name
      and Principal Position
            Fiscal
      Year
            Salary
              ($)
            Stock
              Awards
      (1)
              ($)
            Option
              Awards
      (1)
              ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Vicki
      D.E. Barone (2)
              Chairperson
      of the Board
            2009
              2008
            -
              -
            -
              -
            81,128
              73,400
            -
              -
            81,128
              73,400Michael
      D. Wort (3)
              Acting
      Chief Executive Officer
              (effectiveOctober
      1, 2008 through
              December
      31, 2008)
            2009
              2008
            -
              -
            
            40,759
              -
            -
              -
            40,759
              -David
      C. Olson (4)
              Chief
      Executive Officer
              (through May 31, 2008)
            2009
              2008
            45,000
              150,000
            60,000
              -
            40,759
              -
            -
              29,739
            145,759
              179,739




(1)
Amounts for stock and option awards were calculated pursuant to Statement of
Financial Accounting Standards No. 123(revised 2004) (“SFAS 123(R)”) to reflect
compensation expense recognized in fiscal years 2009 and 2008, respectively,
related to grants of our common stock and grants of 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 8 to our consolidated financials statements as listed
under Item 15. Exhibits and
Financial Statement Schedules of this report.





(2) For
fiscal year 2009, Ms. Barone was granted a warrant to purchase 100,000 shares of
our common stock at an exercise price of $1.25 per share for services as a
director during fiscal year 2009.  For fiscal year 2008, she was
granted a warrant to purchase 100,000 shares of our common stock at an exercise
price of $1.00 per share for services as a director of Maxcure, which was merged
into Apro Bio on March 31, 2008.





(3) Mr.
Wort was the Acting Chief Executive Officer of Apro Bio effective October 1,
2008 through December 31, 2008, when he resigned as an officer.  For
fiscal year 2009, he was granted a warrant to purchase 50,000 shares of our
common stock at an exercise price of $1.25 per share for services as a director
during fiscal year 2009.





(4) Mr.
Olson is the former Chief Executive Officer of Apro Bio. He served as Apro Bio’s
CEO and President from inception through May 31, 2008, when he resigned as an
officer, and as a director of Apro Bio until his resignation on October 31,
2008.  For fiscal year 2009, his salary amount represented a payment
in April 2009 pursuant to a settlement agreement executed in March 2009 between
the Company and him.  Also, pursuant to this settlement agreement, he
received a stock award of 60,000 shares of our common stock, which is reflected
in stock award compensation for fiscal year 2009.  This payment
represented a portion of his accrued salary for fiscal year 2008.  For
fiscal year 2008, Mr. Olson’s base salary was $150,000, of which $75,000 was
paid in fiscal year 2008 and the balance of $75,000 was accrued and carried
forward to fiscal year 2009 and was settled in April 2009 as previously
disclosed.





For
fiscal year 2009, Mr. Olson was granted a warrant to purchase 100,000 shares of
our common stock at an exercise price of $1.25 per share for services as a
director during fiscal year 2009, of which 50,000 were vested and 50,000 were
forfeited upon his resignation as a director.





For
fiscal year 2008, other compensation for Mr. Olson included accrued health
insurance premiums of $20,598, which were paid to Summit Financial, Inc., an
entity controlled by Mr. Olson; a car allowance of $7,200 and reimbursed cell
phone charges of $1,941.





-
39 -





Outstanding Equity Awards at Fiscal
Year-End





The
following table provides information concerning our outstanding equity awards
for each of our named executive officers as of March 31, 2009:





Option
      AwardsName
                                Number
      of
                                  Securities
      Underlying
                                  Unexercised
      Options
                                  (#)
                                  Exercisable
                                Number
      of
                                  Securities
      Underlying
                                  Unexercised
      Options
                                  (#)
                                  Unexercisable
                                Option
                                  Exercise
      Price
                                  ($)
                                Option
                                  Expiration
                                  DateVicki
      D.E. Barone
                                100,000
                                  100,000
                                -
                                  -
                                $  1.00
                                  $  1.25
                                10/31/2012
                                  4/15/2015Michael
      D. Wort
                                50,000
                                -
                                $  1.25
                                10/01/2015David
      C. Olson
                                50,000
                                  5,000
                                -
                                  -
                                $  1.25
                                  $  1.10
                                4/15/2015
                                  3/31/2012





Employment
Arrangements




On March
1, 2006, Apro Utah entered into an employment contract with its CEO and
President, Mr. Olson with a base annual salary of $150,000.  The
agreement provided for an initial term of approximately three years expiring
March 31, 2009, and also provided for an automatic one year renewal if written
notice was given to him nine months in advance of the expiration of the
agreement. On May 31, 2008, Mr. Olson resigned as Apro Bio’s Chief Executive
Officer and President.  On March 11, 2009, Apro Bio entered into a
settlement and termination agreement with Mr. Olson.  Pursuant to this
agreement, Mr. Olson agreed to settle any and all claims with Apro Bio for a
lump sum payment of $45,000 and 60,000 shares of Across America’s common stock
to be paid at the closing of the Merger.  These amounts were paid in
April 2009.





On March
31, 2009, we entered into a compensation arrangement with Dr. Charles Dinarello,
our Acting Chief Executive Officer, whereby he will be  compensated
through an SRA that we are currently negotiating with the UCHSC. Also as part of
Dr. Dinarello’s compensation, we granted him a warrant to purchase 600,000
shares of our common stock at an exercise price of $0.50 per
share.  This warrant expires on April 7, 2016.  Vesting
under this warrant is as follows:  200,000 warrants upon grant,
200,000 warrants on October 7, 2009 and 200,000 warrants on April 7,
2010.





Director
Compensation




For
fiscal year 2009, we did not pay any cash compensation to our directors for
their services. Our directors are reimbursed for all expenses incurred by them
in attending board meetings. The following table sets forth a summary of the
compensation paid to its non-executive officer directors in fiscal year
2009:





Name
            Fees
      Earned or
              Paid
      in Cash
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
      (3)
              ($)
            Other
              Compensation
              ($)
            
            Total
              ($)Steven
      M. Bathgate (1)
            -
            -
            81,528
            -
            
            81,528Honorable
      Albert L. Kramer (1)
            -
            -
            81,528
            -
            
            81,528Dr.
      Paul H. Dragul (1)
            -
            -
            81,528
            -
            
            81,528Dr.
      Michael D. Iseman (2)
            -
            -
            61,592
            -
            
            61,592







-
40 -






(1) In
April 2008 and as compensation for director services for Apro Bio for fiscal
year 2009, Mr. Bathgate, Mr. Kramer and Dr. Dragul were each granted a warrant
to purchase 100,000 shares of Apro Bio’s common stock. The warrants are
exercisable at $1.25 per share and expire on April 15, 2015.  The
warrants vested quarterly over fiscal year 2009 and all were outstanding and
vested as of March 31, 2009.





(2) On
August 6, 2008, Dr. Iseman was appointed as a director and as compensation for
director services for Apro Bio for fiscal year 2009 was granted a warrant to
purchase 75,000 shares of Apro Bio’s common stock.  The warrants are
exercisable at $1.25 and expire on August 6, 2015. The warrants vested equally
in three tranches over fiscal year 2009 and all were outstanding and vested as
of March 31, 2009.





(3)
Amounts for option awards were calculated pursuant to SFAS 123(R) to reflect
compensation expense recognized in fiscal year 2009 related to grants of
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 8 to our consolidated
financials statements as listed under Item 15. Exhibits and Financial Statement
Schedules of this report.





In the
future, we anticipate that directors will be granted options or warrants to
purchase 100,000 shares of our common stock during the first year of their
service and options or warrants to purchase 50,000 shares for each year of
service thereafter.  Such options or warrants would vest quarterly for
each quarter of service.





Compensation
Committee Interlocks and Insider Participation





None.








ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.





The
following table sets forth certain information concerning the beneficial
ownership of our common stock as of June 26, 2009 by (i) each of our directors,
(ii) each of our named executive officers, (iii) all directors and executive
officers as a group and (iv) each person or entity we know beneficially owns
more than 5% of our outstanding common stock. The calculation of the percentage
owned is based on 24,873,790 shares of our common stock outstanding as of June
26, 2009.  Shares of our common stock underlying convertible debt or
warrants currently exercisable or warrants exercisable within 60 days of June
12, 2009, are deemed outstanding for purposes of computing the percentage
beneficially owned by the person or entity holding those securities, but are not
deemed outstanding for purposes of computing the percentage beneficially owned
by any other person or entity.





Name
      and Address of Beneficial Owner
                            Amount
      and Nature of
                              Beneficial
      Ownership
                            Percent
      of ClassVicki
      D.E. Barone
                            1,791,415
      (1)
                            7.37%5350
      South Roslyn, Suite 400Greenwood
      Village, CO 80111Steven
      M. Bathgate
                            1,920,165
      (2)
                            7.96%5350
      South Roslyn, Suite 400Greenwood
      Village, CO 80111Dr.
      Paul H. Dragul (4)
                            435,000
      (3)
                            1.74%22
      Blue Heron DriveLittleton,
      CO 80121








-
41 -








Name
      and Address of Beneficial Owner
                                                                  Amount
      and Nature of
                                                                    Beneficial
      Ownership
                                                                  Percent
      of ClassHonorable
      Albert L. Kramer
                                                                  875,000
      (4)
                                                                  3.62%64
      Humphrey StreetSwampscott,
      MA 01907Dr.
      Michael D. Iseman
                                                                  75,000
      (5)
                                                                  0.30%4949
      S. El Camino DriveEnglewood,
      CO 80111Michael
      D. Wort (7)
                                                                  1,050,000
      (6)
                                                                  4.39
      %Chittern
      Cottage, Church GroveLittle
      Chalfont
                                                                    Buckinghamshire,
      HP6 6SHEnglandDr.
      Charles A. Dinarello
                                                                    Univ.
      Colorado Denver
                                                                    Division
      Infectious Disease
                                                                    12700
      E 19th Street
                                                                    Aurora,
      CO 80045
                                                                  200,000
      (7)
                                                                  0.80%All
      Directors and Executive Officers as a
                                                                    Group
      (nine persons) (8)
                                                                  5,933,830
      (8)
                                                                  25.91%Dr.
      Leland Shapiro
                                                                  3,368,750
      (9)
                                                                  15.66
      %8765
      East 29th
      PlaceDenver,
      CO 80238David
      C. Olson
                                                                  1,253,750
      (10)
                                                                  5.28%7405
      Sagebrush DriveParker,
      CO 80138BOCO
      Investments, LLC
                                                                  2,484,892
      (11)
                                                                  9.99%103
      WestMountain Ave.Fort
      Collins, Colorado 80524F.
      Steven Mooney and Gayle S. Mooney TIC
                                                                  2,300,000
      (12)
                                                                  9.06%3677
      S. Huron Street, Suite 102Englewood,
      CO 80110David
      W. Floor
                                                                    5820
      Tolcate Woods
                                                                    Salt
      Lake City, UT 84121
                                                                  1,293,750
                                                                  5.49%University
      License Equity Holdings, Inc.
                                                                    4740
      Walnut Street, Suite 100
                                                                    Boulder,
      CO 80309 588SYS
                                                                  1,427,834
                                                                  6.09%








-
42 -








(1)
                  
                  Includes
      218,750 shares owned (of which 25,000 shares are held by Ms. Barone’s
      IRA), and 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, 383,437 shares underlying a warrant exercisable at
      $0.001 per share, 2,942 shares underlying a warrant currently exercisable
      at $0.25 per share, 11,768 shares underlying a warrant exercisable at
      $0.50 per share and 11,768 shares underlying a warrant exercisable at
      $1.00 per share. Also includes 962,750 shares held by BCP, of which Ms.
      Barone is a Senior Managing Partner. As a minority partner without sole
      trading authority, Ms. Barone disclaims beneficial ownership of these
      shares.(2)
                  
                  Includes
      235,000 shares owned (of which 25,000 shares are held by Mr. Bathgate’s
      IRA), 137,500 shares owned by Mr. Bathgate’s spouse, 25,000 shares
      underlying a convertible note held by Mr. Bathgate’s spouse, 50,000 shares
      underlying a warrant exercisable at $0.50 per share held by Mr. Bathgate’s
      spouse, 100,000 shares underlying a warrant exercisable at $1.25 per
      share, 383,437 shares underlying a warrant exercisable at $0.001 per
      share, 2,942 shares underlying a warrant currently exercisable at $0.25
      per share, 11,768 shares underlying a warrant exercisable at $0.50 per
      share and 11,768 shares underlying a warrant exercisable at $1.00 per
      share. Mr. Bathgate disclaims beneficial ownership of all of the shares
      owned by his spouse. Also includes 962,750 shares owned by BCP, of which
      Mr. Bathgate is a Senior Managing Partner. As a minority partner without
      sole trading authority, Mr. Bathgate disclaims beneficial ownership of
      these shares(3)
                  
                  Includes
      125,000 shares owned, 110,000 shares underlying a warrant currently
      exercisable at $1.10 per share and 200,000 shares underlying two warrants
      exercisable at $1.25 per share.(4)
                  
                  Includes
      775,000 shares owned and 100,000 shares underlying a warrant currently
      exercisable at $1.25 per share.(5)
                  
                  Includes
      75,000 shares underlying a warrant currently exercisable at $1.25 per
      share.(6)
                  
                  Includes
      1,000,000 shares owned and 50,000 shares underlying a warrant currently
      exercisable at $1.25 per share.(7)
                  
                  Represents
      200,000 shares underlying a warrant currently exercisable at $0.50 per
      share.  Dr. Dinarello was appointed our Acting Chief Executive
      Officer effective March 31, 2009.(8)
                  
                  Also
      includes 500,000 shares owned by an executive officer and 50,000 shares
      underlying a warrant currently exercisable at $0.50 per share held by
      another executive officer, both of whom are not “named executive officers”
      accordingly to SEC rules.(9)
                  
                  Represents
      3,368,750 shares owned.(10)
                  
                  Includes
      73,750 shares owned and 50,000 shares underlying a warrant exercisable at
      $1.25 per share, 5,000 shares underlying a warrant exercisable at
      $1.10.  Also includes 15,000 shares owned by the spouse of David
      Olson; 380,000 shares owned by RBO, LLC a limited liability Company owned
      by his spouse; 220,000 shares owned by Associate Capital Inc., a company
      controlled by David Olson; 500,000 shares owned byD
      & R Concepts, Ltd, LLP, a company owned by David Olson and his wife;
      and 10,000 shares owned by the son of David C. Olson.(11)
                  
                  Represents
      1,550,000 shares owned, approximately 725,000 shares underlying a
      warrant currently exercisable at $0.25 per share and approximately 209,892
      shares underlying a warrant currently exercisable at $0.50 per share. Does
      not include approximately 2,690,108 shares underlying a warrant
      exercisable at $0.50 per share and 1,450,000 shares underlying a warrant
      exercisable at $1.00 per share as a result of restrictive provisions in
      the private placement warrant documents restricting exercise or conversion
      of securities into our common stock to the extent that such exercise or
      conversion would result in the ownership of greater than 9.99% of our
      outstanding common stock.(12)
                  
                  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.








-
43 -








ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.





Bathgate Capital Partners
LLC (“BCP”)





Vicki
D.E. Barone, the Chairperson of the Board, is a Senior Managing Partner of BCP,
which provided investment banking services to Maxcure from its inception through
its merger with Apro Utah on March 31, 2008.  BCP was paid $52,710 for
investment banking services in fiscal year 2007 and $41,000 for investment
banking services in fiscal year 2008, and additionally, was issued a total of
30,000 placement agent warrants to purchase shares of Maxcure’s common stock at
a price of $1.00 per share expiring December 31, 2012, of which 15,000 of these
warrants were assigned by BCP to an employee of BCP who was not affiliated with
Maxcure.  Additionally, upon the closing of Apro Utah’s merger with
Maxcure on March 31, 2008, Steven M. Bathgate, a Senior Managing Partner of BCP,
was elected to the board of directors of Apro Bio.  During fiscal year
2008, Apro Utah also paid BCP a finder’s fee of $750 related to a private
placement of stock and warrants sold to two unaffiliated investors.





Edward C.
Larkin, our Chief Operating Officer, is a Director of Corporate Finance for
BCP.





BCP has
provided approximately 575 square feet of office space, telephone, fax, and
copying equipment without charge to us since approximately February 15, 2007.
Such an arrangement may be discontinued at any time without notice.





BCP was
issued a warrant to purchase 1,750,000 shares of our common stock at an exercise
price of $0.001 per share as an advisory fee in connection pursuant to the
Agreement and Plan of Merger (the “Merger”) with Apro Bio.  In
addition, BCP was paid a cash commission of $112,500 (6% of the total cash
amount raised) in a private offering of securities that occurred concurrently
with the closing of the Merger and was issued a warrant to purchase an
additional 504,900 shares of our common stock as follows: 56,100 shares at $0.25
per share, 224,400 shares at $0.50 per share and 224,400 shares at $1.00 per
share.





On May
30, 2008, Apro Bio entered into a $25,000 unsecured, convertible debenture
agreement with the spouse of Steven M. Bathgate, (the “Bathgate
note”).  The Bathgate note bears interest at 6%, is convertible into
our common stock at $1.00 per share and matures June 30, 2010.  As
additional consideration, we issued a warrant to purchase 50,000 shares of our
common stock at $1.00 per share (the “Bathgate warrant”), which expires on June
30, 2013.  In addition, this warrant included a reset provision, which
provided, that in the event that we issued a similar security with common stock
purchase warrants exercisable below $1.00 per share, the exercise price would be
reduced to the lower price.  This reset provision pertained to any new
investment made prior to December 31, 2008. In conjunction with the promissory,
secured note and warrant exercisable at $0.50 per share issued to BOCO
Investments, LLC (“BOCO”) on November 6, 2008, the exercise price on the
Bathgate warrants was lowered to $0.50 per share pursuant to the reset
provision.





BOCO Investments,
LLC





BOCO is
an investment fund portfolio that is managed by Brian M. Klemsz, the former
President, Chief Executive Officer, Chief Financial Officer, Secretary and
Treasurer of Across America, which merged with Apro Bio on March 31,
2009.  BOCO was the principal investor in our private placement
offering that occurred simultaneous with the Merger. On November 6, 2008, Apro
Bio entered into a promissory note (the “BOCO Note”) in the amount of $50,000,
secured by substantially all assets of Apro Bio.  The BOCO Note bore
interest at 12% per annum.  As additional consideration for the BOCO
Note, Apro Bio issued a warrant to purchase 100,000 shares of our common stock
at an exercise price of $0.50 per share.





As
consideration for an extension of the BOCO Note, on March 31, 2009, we issued to
BOCO a warrant (the “BOCO II warrant”) to purchase 200,000 shares of our common
stock at an exercise price of $0.001.





-
44 -





Safe Harbor I,
LLC





On
January 12, 2007, Safe Harbor I, LLC., formerly known as Safe Harbor Business
Development Company (“Safe Harbor”), which was affiliated with Across America’s
largest shareholder, GDBA Investments, LLC (“GDBA”), agreed to provide operating
capital in the form of a loan of $250,000 to Across America to cover operating
expenses. This loan was due on January 12, 2010. As additional consideration for
the loan to Safe Harbor, we issued a total of 200,000 warrants to Safe Harbor,
exercisable at a price of $0.01 per share subject to adjustment, for a period of
five years from the date of issuance. The warrants are subject to registration
rights.





WestMountain Prime,
LLC





Effective
October 16, 2008, we paid off the principal and accrued interest due on our loan
to Safe Harbor Development Company, as assigned to Safe Harbor 1, LLC. At the
same time, we entered into a loan arrangement with
WestMountain Prime, LLC. (“WestMountain”), which is affiliated with Mr. Klemsz.
We borrowed $132,000 from WestMountain to provide operating capital to cover
operating expenses. This loan is evidenced by an unsecured promissory note (the
“WestMountain Note”), which is due October 16, 2009, unless converted. All
principal and interest accrues until the WestMountain Note is due or converted.
The WestMountain Note bears interest at 12% per annum except in the event that
for the failure to convert any portion of the principal and pay the interest
due,  in which case the interest rate in increased to 18% per
annum.At any time
prior to the due date, all outstanding principal Note may, at the sole option of
WestMountain, be converted into our common shares equal to the outstanding
principal amount of the note divided by .22. On March 31,
2009, West Mountain converted its accrued interest only of $7,204 and as of
March 31, 2009, the entire principal balance of $132,000 remained
outstanding.  On April 1, 2009, the entire principal balance was
converted into shares of our common stock in conjunction with the
Merger.





GDBA Investments,
LLC





GDBA was
another investment fund (and the successor to GDBA Investments, LLLP) that was
affiliated with Mr. Klemsz and that had a majority ownership in Across America
Real Estate, Inc.  Across America Real Estate, Inc. created a wholly-owned
subsidiary named Across America Financial Services, Inc. (“Across America”),
which Brian Klemsz was the President and sole director of.  Across America
was spun-off to all of the shareholders of Across America Real Estate, Inc.,
which has recently changed their name and ticker symbol to Capterra Financial
Services (CPTA.ob).  GDBA may have been deemed a "parent" of Across
America as defined under the rules and regulations promulgated under the
Securities Act. As of March 31, 2009 and prior to the merger, GDBA held
approximately 52% of the outstanding common stock of Across
America.





Brian M.
Klemsz





Mr.
Klemsz owns a total of 194,000 of that are owned of record by Sarmat, LLC, which
is controlled by Mr.Klemsz. A total of 120,000 shares are owned in the name
of family members of Mr. Klemsz. A total of 60,724 shares are owned by
WestMountain Asset Management, Inc., (“WestMountain Asset”) a public company in
which Mr.Klemsz is President. Mr. Klemsz disclaims beneficial ownership of these
shares.  As noted above, Mr. Klemsz is also affiliated with
WestMountain Prime, LLC, in which we have an outstanding note payable as of
March 31, 2009.  Mr. Klemsz is also a manager with JZBK, LLC,
(“JZBK”). On March 31, 2009, BOCO assigned the BOCO II warrant to
JZBK.





David C.
Olson





Mr. Olson
is Apro Bio’s former Chief Executive Officer, President and Chairman of its
board. Mr. Olson owns shares and holds shares underlying warrants in his own
name.  As well, Associate Capital Inc., a company controlled by Mr.
Olson, owns 220,000 shares, and D&R Concepts, Ltd, LLP, a company owned by
him and his spouse, owns 500,000 shares. His spouse also owns shares
individually and owns 380,000 shares through RBO, LLC, a limited liability
company that she owns. Additionally, one of Mr. Olson’s sons owns 10,000
shares.





-
45 -





Director
Independence





Dr. Paul
H. Dragul, Michael D. Wort and Dr. Michael D. Iseman are "independent directors"
as defined under the rules used by the NASDAQ Stock Market.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES & SERVICES.





Cordovano
and Honeck LLP (“Honeck”) served as our independent registered public accounting
firm though June 3, 2009 and audited the consolidated financial statements of
Apro Bio as of and for the year ended March 31, 2008. Hein & Associates
(“Hein”) has served as our independent registered public accounting firm since
June 5, 2009 and audited our consolidated financial statement as of and for the
fiscal year ended March 31, 2009. Additionally, another firm prepared Apro Bio’s
corporate and state income tax returns for fiscal year 2008. Our corporate and
state income tax returns for fiscal year 2009 have not been completed or filed
as of the filing of this report.





Honeck
also served as the independent registered public accounting firm of Across
America as of and for the years ended December 31, 2008 and
2007.  Additionally, another firm prepared Across America’s corporate
and state income tax returns for calendar year 2007. Across America’s corporate
and state income tax returns for calendar year 2008 have not been completed or
filed as of the filing of this report.





The
following table shows the fees that Apro Bio incurred for audit services
provided by Honeck and the other firm that prepared our corporate and income tax
returns for fiscal year 2008 for the 2009 and 2008 fiscal years, as well as the
fees that Across America incurred for audit services provided by Honeck and the
other firm that prepared our corporate and income tax returns for calendar year
2007 for the 2008 and 2007 calendar years. An estimate of audit fees for Hein’s
audit of our fiscal year 2009 consolidated financial statements are included in
the total of audit fees for 2009, but have been billed in fiscal year
2010.





Service
                  
                  2009
                  
                  
                  2008Audit
      Fees
                  
                  $
                  77,275
                  
                  
                  $
                  1,981Audit-Related
      Fees
                  
                  
                  -
                  
                  
                  
                  -Tax
      Fees
                  
                  
                  4,280
                  
                  
                  
                  5,580All
      Other Fees
                  
                  
                  -
                  
                  
                  
                  -Total
                  
                  $
                  81,555
                  
                  
                  $
                  7,561





Audit Fees. Consists of fees
billed for professional services rendered for the audits of the consolidated
financial statements of Across America for its year ended December 31, 2008 and
Omni’s for its fiscal year ended March 31, 2009, reviews of Across America’s
interim consolidated financial statements included in quarterly reports,
services performed in connection with filings with the Securities & Exchange
Commission and related comfort letters and other services that are normally
provided by an independent registered accounting firm in connection with
statutory and regulatory filings or engagements.




Tax Fees. Consists of fees
billed for professional services for tax compliance, tax advice and tax
planning. These services include assistance regarding federal, state and local
tax compliance and consultation in connection with various transactions and
acquisitions.




Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors




As there
is no separately designated Audit Committee, the entire board of directors
serves as the Audit Committee.  A function of the Audit Committee is
to pre-approve all audit and non-audit services provided by the independent
auditors. These services may include audit services, audit-related services, tax
services and other services as allowed by law or
regulation.  Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specifically approved
amount.  The independent auditors and management are required to
periodically report to the Audit Committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval and
the fees incurred to date. The Audit Committee may also pre-approve particular
services on a case-by-case basis.





-
46 -





Part
IV






Item
15 . EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.




(a) Consolidated
Financial Statements - See Index to Consolidated Financial Statements at page F-1 of
this Report.





(b) Financial
Statement Schedules





Not
applicable.





(c)
Exhibits.




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




EXHIBIT NO.
                DESCRIPTION2.1
                Agreement
      of Merger and Plan of Reorganization dated November 17, 2008 (incorporated
      by reference to Exhibit 10.3 to the Registrant’s 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 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 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 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 #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
                Bylaws
      (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration
      Statement on Form SB-2 filed on March 2, 2007)3.3
                Articles
      of Amendment for Across America Financial Services, Inc. including
      Amendment to Articles of Incorporation of Across America Financial
      Services, Inc. (incorporated by reference to Exhibit 3.3 to the
      Registrant’s Form 8-K filed on June 2, 2009)4.1
                Warrant
      dated January 12, 2007 for Safe Harbor Business Development Company
      (incorporated by reference to Exhibit 10.1 to the Registrant’s
      Registration Statement on Form SB-2 filed on March 2,
  2007)10.1
                Promissory
      Note dated January 2, 2007 with West Mountain Prime, LLC (incorporated by
      reference to Exhibit 10.1 to the Registrant’s Registration Statement on
      Form SB-2 filed on March 2, 2007)10.2
                Promissory
      Note dated October 16, 2008 with West Mountain Prime, LLC (incorporated by
      reference to the Registrant’s Form 8-K filed on November 7,
      2008)





-
47 -










EXHIBIT NO.
                DESCRIPTION10.3
                Exclusive
      License Agreement with the University of Colorado dated May 15, 2006
      (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K
      filed on April 6, 2009)10.4
                Subscription
      Agreement with University License Equity Holdings, Inc. dated May 15,
      2006, as amended (incorporated by reference to Exhibit 10.5 to the
      Registrant’s Form 8-K filed on April 6, 2009)10.5
                Sponsored
      Research Agreement with the University of Colorado dated May 15, 2006, as
      amended (incorporated by reference to Exhibit 10.6 to the Registrant’s
      Form 8-K filed on April 6, 2009)10.6
                Services
      Agreement with Colorado State University System dated June 18, 2007
      (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K
      filed on April 6, 2009)10.7
                Exclusive
      License Agreement with the University of Colorado dated March 31, 2008, as
      amended (incorporated by reference to Exhibit 10.8 to the Registrant’s
      Form 8-K filed on April 6, 2009)10.8
                Exclusive
      License Agreement with the University of Colorado dated November 12, 2008
      (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 8-K
      filed on April 6, 2009)10.9
                Settlement
      Agreement with David Olson (incorporated by reference to Exhibit 10.10 to
      the Registrant’s Form 8-K filed on April 6, 2009)10.10
                Settlement
      Agreement with David Floor (incorporated by reference to Exhibit 10.11 to
      the Registrant’s Form 8-K filed on April 6, 2009)10.11
                Form
      of Advisor Warrant dated March 31, 2009 #10.12
                Subscription
      Agreement and Letter of Investment #10.13
                Form
      of Investor Warrant exercisable at $0.25 per share dated March 31, 2009
      #10.14
                Form
      of Investor Warrant exercisable at $0.50 per share dated March 31, 2009
      #10.15
                Form
      of Investor Warrant exercisable at $1.00 per share dated March 31, 2009
      #10.16
                Form
      of Two-Year Subscription and Lock-up Agreement #10.17
                Form
      of Three-Year Subscription and Lock-up Agreement #21
                Subsidiaries
      of the Registrant


31.1
                Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934 #31.2
                Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities
      Exchange Act of 1934 #32.1
                Certification
      of Chief Executive Officer 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




-
48 -





SIGNATURES





Pursuant
to the requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on June 29, 2009.





OMNI
      BIO PHARMACEUTICAL, INC.By
                /S/   Charles A. Dinarello,
      M.D.Charles
      A. Dinarello, M.D.Acting
      Chief Executive Officer








Pursuant
to the requirements of the Exchange Act, as amended, this report has been signed
below on June 29, 2009 by the following persons on behalf of the Registrant and
in the capacities indicated.


Signatures
                Title/S/     Charles A.
      Dinarello, M.D.
                Acting
      Chief Executive Officer andCharles
      A. Dinarello, M.D.
                Director(Principal
      Executive Officer)/S/     Robert C.
      Ogden
                Chief
      Financial OfficerRobert
      C. Ogden
                (Principal
      Financial andAccounting
      Officer)/S/     Vicki D.E.
      Barone
                Chairperson
      of the BoardVicki
      D.E. Barone


/S/   Michael D. Iseman,
      M.D.
              DirectorMichael
      D. Iseman, M.D./S/   Paul H. Dragul,
      M.D.
              DirectorPaul
      H. Dragul, M.D./S/   Michael D.
      Wort
              DirectorMichael
      D. Wort/S/   Honorable Albert L.
      Kramer
              DirectorHonorable
      Albert L. Kramer/S/   Steven M.
      Bathgate
              DirectorSteven
      M. Bathgate/S/   Edward C.
      Larkin
              Chief
      Operating OfficerEdward
      C. Larkin




-
49 -





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, 2009 and 2008
                            F-4Consolidated
      Statements of Operations for theYears
      Ended March 31, 2009, 2008 and February 28, 2006(Inception)
      through March 31, 2009
                            F-5Consolidated
      Statements of Stockholders' Equity (Deficit) for theYears
      Ended March 31, 2009, 2008 and February 28, 2006(Inception)
      through March 31, 2009
                            F-6Consolidated
      Statements of Cash Flows for theYears
      Ended March 31, 2009, 2008 and February 28, 2006(Inception)
      through March 31, 2009
                            F-10Notes
      to Consolidated Financial Statements
                            F-12





F
- 1





Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Shareholders


Omni Bio
Pharmaceutical, Inc. & Subsidiary


Greenwood
Village, Colorado





We have audited the accompanying
consolidated balance sheet of Omni Bio Pharmaceutical, Inc. & Subsidiary (A
Development Stage Company) as of March 31, 2009 and the related consolidated
statements of operations, stockholders’ deficit and cash flows for the year
ended March 31, 2009.  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
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 the financial statements are free
of material misstatement.  An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Omni Bio Pharmaceutical, Inc. &
Subsidiary as of March 31, 2009 and the consolidated results of their operations
and their cash flows for the year ended March 31, 2009 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.





We have also audited the combinations
in the statements of operations and cash flows of the amounts presented for the
year ended March 31, 2009 with the corresponding statements for the period from
February 28, 2006 (inception) through March 31, 2008.  In our opinion,
the amounts have been properly combined for the period from February 28, 2006
(inception) through March 31, 2009.











/s/ Hein & Associates
    LLPHein
      & Associates LLPDenver,
      ColoradoJune
      26, 2009





F
- 2





Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Shareholders:


Omni Bio
Pharmaceutical, Inc. & Subsidiary


(formerly
Apro Bio Pharmaceutical Corporation)


Greenwood
Village, Colorado





We have
audited the accompanying consolidated balance sheet of Omni Bio Pharmaceutical,
Inc. & Subsidiary (formerly Apro Bio Pharmaceutical Corporation) (A
Development Stage Company) as of March 31, 2008 and the related consolidated
statements of operations, shareholders’ deficit, and cash flows for the year
ended March 31, 2008 and the period from February 28, 2006 (inception) through
March 31, 2008. These consolidated financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Omni Bio
Pharmaceutical, Inc. & Subsidiary (formerly Apro Bio Pharmaceutical
Corporation) as of March 31, 2008 and the consolidated results of their
operations and their cash flows for the year ended March 31, 2008 and the period
from February 28, 2006 (inception) through March 31, 2008, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying 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 suffered recurring losses
from operations and has a net capital deficiency that raises 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 these uncertainties.














/s/ Cordovano and Honeck
LLP


Cordovano
and Honeck LLP


Englewood,
Colorado


February
28, 2009




F
- 3





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
BALANCE SHEETS





March
      31,2009
                                
                                
                                2008Current
      assets:Cash
      and cash equivalents
                                
                                $
                                1,805,395
                                
                                
                                $
                                17,309Other
      current assets
                                
                                
                                21,772
                                
                                
                                
                                608Total
      current assets
                                
                                
                                1,827,167
                                
                                
                                
                                17,917Property
      and equipment, net
                                
                                
                                2,250
                                
                                
                                
                                6,864Intangible
      assets, net
                                
                                
                                72,300
                                
                                
                                
                                40,921Total
      long-term assets
                                
                                
                                74,550
                                
                                
                                
                                47,785TOTAL
      ASSETS
                                
                                $
                                1,901,717
                                
                                
                                $
                                65,702Current
      liabilities:Accounts
      payable
                                
                                $
                                282,935
                                
                                
                                $
                                128,725Amounts
      due to the UCHSC under sponsored research agreement
                                
                                
                                321,300
                                
                                
                                
                                80,000Accrued
      liabilities
                                
                                
                                56,817
                                
                                
                                
                                6,345Accrued
      compensation and related benefits and taxes
                                
                                
                                211,012
                                
                                
                                
                                212,485Amounts
      due to related parties
                                
                                
                                138,261
                                
                                
                                
                                -Note
      payable – related party
                                
                                
                                132,000
                                
                                
                                
                                -Total
      current liabilities
                                
                                
                                1,142,325
                                
                                
                                
                                427,555Note
      payable – related party, net of discount of $15,000
                                
                                
                                10,000
                                
                                
                                
                                -Total
      liabilities
                                
                                
                                1,152,325
                                
                                
                                
                                427,555Commitments
      and Contingencies (Note 6)Stockholders’equity (deficit):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;
                                  23,164,567
      and 18,189,462 shares issued and outstanding, respectively
                                
                                
                                23,164
                                
                                
                                
                                18,189Additional
      paid-in capital
                                
                                
                                8,186,704
                                
                                
                                
                                2,535,913Deficit
      accumulated during the development stage
                                
                                
                                (7,460,476
                                )
                                
                                
                                (2,915,955
                                )Total
      stockholders’ equity (deficit)
                                
                                
                                749,392
                                
                                
                                
                                (361,853
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
                                
                                $
                                1,901,717
                                
                                
                                $
                                65,702




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





F
- 4








OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF OPERATIONS








For
      the Years Ended March 31,
                                
                                
                                February
      28, 2006 (Inception) Through2009
                                
                                
                                2008
                                
                                
                                March
      31, 2009Operating
      expensesGeneral
      and administrative (including
                                  share-basedcompensation of $740,251,
                                  $692,638
      and$1,465,814, respectively)
                                
                                $
                                1,031,911
                                
                                
                                $
                                1,366,976
                                
                                
                                $
                                2,968,985Research
      and development
                                
                                
                                241,300
                                
                                
                                
                                385,437
                                
                                
                                
                                1,132,497Charge
      for common stock issued
                                  pursuant tolicense agreements
                                
                                
                                719,772
                                
                                
                                
                                10,729
                                
                                
                                
                                752,511Total
      operating expenses
                                
                                
                                1,992,983
                                
                                
                                
                                1,763,142
                                
                                
                                
                                4,853,993Loss
      from operations
                                
                                
                                (1,992,983
                                )
                                
                                
                                (1,763,142
                                )
                                
                                
                                (4,853,993
                                )Non-operating
      expensesInterest
      expense
                                
                                
                                (6,140
                                )
                                
                                
                                (49,425
                                )
                                
                                
                                (61,085
                                )Accretion
      expense on notes payable –
                                  related
      parties
                                
                                
                                (41,125
                                )
                                
                                
                                -
                                
                                
                                
                                (41,125
                                )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
                                
                                
                                (152,686
                                )
                                
                                
                                -
                                
                                
                                
                                (152,686
                                )Total
      non-operating expenses
                                
                                
                                (2,551,538
                                )
                                
                                
                                (49,425
                                )
                                
                                
                                (2,606,483
                                )Net
      loss
                                
                                $
                                (4,544,521
                                )
                                
                                $
                                (1,812,567
                                )
                                
                                $
                                (7,460,476
                                )Basic
      and diluted net loss per share
                                
                                $
                                (0.25
                                )
                                
                                $
                                (0.16
                                )Weighted
      average shares outstanding –
                                  basic
      and diluted
                                
                                
                                18,254,573
                                
                                
                                
                                11,271,993




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





F
- 5





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)





Preferred
                                Stock
                              
                              
                              Common
                                Stock
                              
                              
                              Additional
                                Paid-in
                              
                              
                              Deficit
                                Accumulated
                                During
                                Development
                              
                              
                              Total
                                Stockholders’
                                EquityShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              (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 pursuantto
      license
                                agreement (May 2006 at $0.001 per
                                share)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              406,000
                              
                              
                              
                              406
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              406Common
      stock sold in private placement
                                offering(June through December 2006
                                at $1.00 per share)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              340,000
                              
                              
                              
                              340
                              
                              
                              
                              339,660
                              
                              
                              
                              
                              
                              
                              
                              340,000Common
      stock issued in exchange for
                                consulting services(November
      2006
                                at $1.00 per share)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              30,000
                              
                              
                              
                              30
                              
                              
                              
                              29,970
                              
                              
                              
                              
                              
                              
                              
                              30,000Common
      stock issued as additional
                                consideration
      pursuantto
      license
                                agreement (December 2006 and
                                January2007
      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
                                issuedto
      an employee (March
      2007
                                at estimatedfair
      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





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)





Preferred
                                  Stock
                                
                                
                                Common
                                  Stock
                                
                                
                                Additional
                                  Paid-in
                                
                                
                                Deficit
                                  Accumulated
      During Development
                                
                                
                                Total
                                  Stockholders’
      EquityShares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Stage
                                
                                
                                (Deficit)Common
      stock purchase warrants sold
                                  toan
      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
                                  issuedto
      a director(June
      2007
                                  at estimated fairvalue
      of $0.73 per
                                  share)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                21,915
                                
                                
                                
                                
                                
                                
                                
                                21,915Common
      stock purchase warrants
                                  issuedin
      exchange for consulting
                                  services(June
      2007 at estimated
                                  fair value of$0.98
      per share)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                490,150
                                
                                
                                
                                
                                
                                
                                
                                490,150Common
      stock purchase warrants
                                  issuedin
      exchange for consulting
                                  services(June
      2007 at estimated fair
                                  value of
      $0.60per
      share)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                18,033
                                
                                
                                
                                
                                
                                
                                
                                18,033Common
      stock purchase warrants
                                  issuedto
      an employee (July
      2007
                                  at estimatedfair
      value of $0.73
                                  per share)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                109,680
                                
                                
                                
                                
                                
                                
                                
                                109,680Common
      stock purchase warrants
                                  issuedin
      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





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)





Preferred
                                  Stock
                                
                                Common
                                  Stock
                                
                                
                                Additional
                                  Paid-in
                                
                                Deficit
                                  Accumulated
                                  During
                                  Development
                                
                                Total
                                  Stockholders’
                                  EquityShares
                                
                                Amount
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                Stage
                                
                                (Deficit)Common
      stock issued as additional
                                  consideration pursuant tolicense
                                  agreement (April 2008 and March 2009
                                  at $1.00
      per share)
                                
                                
                                
                                
                                
                                719,772
                                
                                
                                $
                                720
                                
                                
                                $
                                719,052
                                
                                
                                
                                $
                                719,772Share-based
      compensation related to
                                  common stock 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
                                  commonstock
      purchase
      warrants to
                                  outsideinvestors
      (January 2009 at
                                  weightedaverage
      estimated fair
                                  value of $0.28per
      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





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (continued)





Preferred
                                              Stock
                                            
                                            Common
                                              Stock
                                            
                                            
                                            Additional
                                              Paid-in
                                            
                                            
                                            Deficit
                                              Accumulated
                                              During
                                              Development
                                            
                                            
                                            Total
                                              Stockholders’
                                              EquityShares
                                            
                                            Amount
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            Stage
                                            
                                            
                                            (Deficit)Common
      stock purchase warrants
                                              issuedin
      merger to related parties
                                              (March 2009at
      weighted average
                                              estimated fair valueof
      $1.00 per
                                              share)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            $
                                            1,948,237
                                            
                                            
                                            
                                            
                                            
                                            $
                                            1,948,237Common
      stock purchase warrants
                                              issuedin
      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
                                            )
                                            
                                            $
                                            749,392





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





F
- 9





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS





For
      the YearsEnded
      March 31,
              
              
              February
      28, 2006 (Inception) Through2009
              
              
              2008
              
              
              March
      31, 2009CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
              
              $
              (4,544,521
              )
              
              $
              (1,812,567
              )
              
              $
              (7,460,476
              )Adjustments
      used to reconcile net loss to net cash used in
                operating
      activities:Common
      stock issued pursuant to license agreements
              
              
              719,772
              
              
              
              10,729
              
              
              
              763,240Share-based
      compensation
              
              
              740,251
              
              
              
              692,638
              
              
              
              1,465,814Accretion
      expense – related parties
              
              
              41,125
              
              
              
              -
              
              
              
              41,125Charge
      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
              
              
              152,686
              
              
              
              -
              
              
              
              152,686Depreciation
      and amortization
              
              
              6,193
              
              
              
              3,362
              
              
              
              10,327Contributed
      rent
              
              
              5,880
              
              
              
              10,080
              
              
              
              15,960Loss
      on disposal of equipment
              
              
              2,443
              
              
              
              -
              
              
              
              2,444Changes
      in operating assets and liabilities:Other
      current assets
              
              
              (2,499
              )
              
              
              (1,372
              )
              
              
              (23,871
              )Accounts
      payable
              
              
              74,210
              
              
              
              76,117
              
              
              
              439,131Amounts
      due to the UCHSC under sponsored research
                agreement
              
              
              321,300
              
              
              
              80,000
              
              
              
              321,300Accrued
      liabilities
              
              
              (63,201
              )
              
              
              192,092
              
              
              
              71,538Amounts
      due to related parties
              
              
              138,261
              
              
              
              172,685
              
              
              
              226,609Net
      cash used in operating activities
              
              
              (56,513
              )
              
              
              (576,236
              )
              
              
              (1,622,586
              )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:Proceeds
      from the sale of common stock
              
              
              1,800,000
              
              
              
              231,750
              
              
              
              2,499,055Proceeds
      from the issuance of notes payable to related
                parties
              
              
              75,000
              
              
              
              300,000
              
              
              
              825,000Proceeds
      from exercise of common stock warrants
              
              
              -
              
              
              
              10,000
              
              
              
              125,000Proceeds
      from the sale of common stock warrants
              
              
              -
              
              
              
              1,250
              
              
              
              10,000Net
      cash provided by financing activities
              
              
              1,875,000
              
              
              
              543,000
              
              
              
              3,459,055Net
      increase (decrease) in cash and cash equivalents
              
              
              1,788,086
              
              
              
              (29,439
              )
              
              
              1,805,395Cash
      and cash equivalents at beginning of year
              
              
              17,309
              
              
              
              46,748
              
              
              
              -Cash
      and cash equivalents at end of year
              
              $
              1,805,395
              
              
              $
              17,309
              
              
              $
              1,805,395





F
- 10





OMNI
BIO PHARMACEUTICAL, INC. & SUBSIDIARY


(A
Development Stage Company)


CONSOLIDATED
STATEMENTS OF CASH FLOWS (continued)





For
      the Years Ended March 31,
              
              
              February
      28, 2006 (Inception) Through2009
              
              
              2008
              
              
              March
      31, 2009SUPPLEMENTAL DISCLOSURES OF CASH
      FLOWINFORMATION:Cash
      paid for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -SUPPLEMENTAL DISCLOSURES OF
      NON-CASH
                INVESTING AND FINANCING
      ACTIVITIESDiscount
      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
              
              
              
              -





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





F
- 11





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








NOTE
1 - ORGANIZATION AND GOING CONCERN





Organization





Omni Bio
Pharmaceutical, Inc. is the successor company of Across America Financial
Services, Inc. (“Across America”), which was incorporated under Colorado law on
December 1, 2005 as a wholly-owned subsidiary of Across America Real Estate
Corp. Across America intended to act as a mortgage broker for commercial real
estate transactions.  However, no revenues were generated from this
business.





On March
31, 2009, Across America completed the acquisition of Apro Bio Pharmaceutical
Corporation (“Apro Bio”) pursuant to the terms of the Agreement of Merger and
Plan of Reorganization, as amended (the "Merger") among Across America, Apro Bio
and Across America Acquisition Corp. (“AAAC”), a Colorado corporation and a
wholly-owned subsidiary of Across America.  Under the terms of the
Merger, AAAC was merged into Apro Bio and Apro Bio became a wholly-owned
subsidiary of Across America.  On May 27, 2009, Across America changed
its name to Omni Bio Pharmaceutical, Inc. (“Omni”).  The Merger was
accounted for as a reverse acquisition with Apro Bio being treated as the
acquirer for accounting purposes.  Accordingly, for all periods
presented, the financial statements of Apro Bio have been adopted as the
historical financial statements of Omni.  See further discussion in
Note 3.





On March
31, 2008, Apro Bio was formed from the merger of Apro Bio Pharmaceutical
Corporation (“Apro Utah”) and Maxcure Pharmaceutical, Inc. (“Maxcure”), with
Maxcure being the surviving legal corporation and Apro Bio the deemed acquirer
for accounting purposes..  The name of the merged entity was changed
to Apro Bio Pharmaceutical Corporation (“Apro Bio”).  See further
discussion in Note 3.





Apro Utah
was originally incorporated under the laws of the state of Utah on February 28,
2006 for the purpose of advancing the underlying licensed scientific art to
attain the ability to sell treatments and/or countermeasures commercially to the
Federal Government related to bacterial infections.  Maxcure was
formed as a Colorado corporation on December 26, 2006 for the purpose of
entering into a license agreement with the University of Colorado Health Science
Center (the "UCHSC") and to pursue a research agreement with the UCHSC to
further scientific study on a previously FDA-approved pharmaceutical's method of
action on various forms of viral illness.





Nature of
Operations





Except as
the context otherwise requires, the terms "Company," "we," "our" or "us" means
Omni Bio Pharmaceutical, Inc. and its wholly-owned subsidiary, Omni Bio
Operating, Inc.





We have
been engaged in the sponsoring of research and development programs conducted by
the UCHSC and one other academic/research institution.  Pursuant to
two existing license agreements with the Regents of the University of Colorado
(the “RUC”), we have entered into one Sponsored Research Agreement (“SRA”)
related to a pending patent for the treatment of bacterial infection utilizing
alpha 1 antitrypsin (dated May 15, 2006), and are obligated to enter into
additional SRAs on our license agreement dated March 31, 2008 for the method of
use of an issued patent related to the treatment of viral
infections.  On November 12, 2008, we executed a third license
agreement, which involves a pending patent for the method of use of alpha 1
antitrypsin that potentially could be used for organ/graft transplantation
rejection.  We are also obligated to enter into an additional SRA on
this license agreement.  From inception, we have not generated any
revenues from our operations.





F
- 12





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Basis of Presentation and
Going Concern





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America (“US
GAAP”), which contemplate our continuation as a going concern, whereby the
realization of assets and liquidation of liabilities are in the ordinary course
of business. We are currently in the development stage as we have not
realized any revenue since inception. Activities have included: raising capital;
reorganization and mergers; and obtaining various rights and a research and
development agreement  We have incurred net losses since inception,
and as of March 31, 2009, had an accumulated deficit of $7,460,476, which
includes total non-cash charges from inception of approximately $4.7
million.  These conditions raise substantial doubt as to our ability
to continue as a going concern.  These financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be different should we be unable to continue as a going concern.





Management
recognizes that the Company must generate additional cash resources to enable it
to continue operations.  We intend to raise additional financing
through equity financings or through other means that we deem necessary, with a
view to bringing our products to market.  However, there is no
assurance that we will be successful in raising additional
capital.  Further, even if we raise additional capital, there is no
assurance that we will achieve profitability or positive cash flow. If we are
unable to raise additional capital and ultimately unable to achieve profitable
operations and positive cash flows, we will not be able to meet our obligations
and may have to cease operations.








NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Principles of
Consolidation





The
consolidated financial statements include the accounts of Omni and its
wholly-owned subsidiary, Omni Bio Operating, Inc.  All significant
intercompany transactions and balances have been eliminated in
consolidation





Reclassifications





Certain
reclassifications have been made in the fiscal year 2008 and inception to date
consolidated financial statements to conform to the 2009
presentation.





Cash and Cash
Equivalents





We
consider all highly liquid investments with an original maturity of three months
or less at the date of acquisition to be cash
equivalents.  Periodically, we maintain deposits in financial
institutions in excess of federally insured limits.





Revenue Recognition and
Accounts Receivable





We have
not recognized any revenue since inception and had no accounts receivable
balances as of March 31, 2009 or 2008.





F
- 13





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Property and
Equipment





Property
and equipment are recorded at cost and are depreciated using the straight-line
method over the estimated useful lives of the related assets which range from
three to five years.  Expenditures for replacements, renewals and
betterments are capitalized. Maintenance and repairs are charged to operations
as incurred. Property and equipment consisted of the following at March 31, 2009
and 2008:





2009
                        
                        
                        2008Furniture,
      fixtures and office equipment
                        
                        $
                        -
                        
                        
                        $
                        980Computer
      equipment and software
                        
                        
                        4,135
                        
                        
                        
                        8,503Less:
      Accumulated depreciation
                        
                        
                        (1,885
                        )
                        
                        
                        (2,619
                        )Net
      Property and equipment
                        
                        $
                        2,250
                        
                        
                        $
                        6,864





Depreciation
expense for the years ended March 31, 2009 and 2008 totaled $2,172 and $1,849,
respectively.





Intangible
Assets





Intangible
assets consist of costs incurred to acquire license rights to granted and
pending patents held by the University of Colorado.  Amortization of
license rights is based on the estimated useful life of the patent to which the
license relates.  Estimated useful lives of the assets range from 13
to 18 years.  Intangible assets consisted of the following at March
31, 2009 and 2008:





2009
                            
                            
                            2008License
      Fees:Bacterial
                            
                            $
                            20,665
                            
                            
                            $
                            20,000Viral
                            
                            
                            25,000
                            
                            
                            
                            25,000Cell/Transplant
      rejection
                            
                            
                            34,736
                            
                            
                            
                            -Less:
      Accumulated amortization
                            
                            
                            (8,101
                            )
                            
                            
                            (4,079
                            )Net
      License fees
                            
                            $
                            72,300
                            
                            
                            $
                            40,921





For the
years ended March 31, 2009 and 2008, amortization expense related to intangibles
was $4,022 and $2,051, respectively.  The estimated aggregate
amortization expense for each of the next five years is as follows:





For
      the Year Ended March 31,2010
                                
                                $
                                5,1852011
                                
                                
                                5,1852012
                                
                                
                                5,1852013
                                
                                
                                5,1852014
                                
                                
                                5,185Thereafter
                                
                                
                                46,375Total
                                
                                $
                                72,300








F
- 14





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Impairment of Long-lived
Assets





We review
long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the
carrying amount of an asset to future cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets. Based on our review, we do not believe
that any impairment of long-lived assets existed at March 31, 2009 or
2008.





Research and
Development





Research
and development costs are charged to expense as incurred.  Our
research and development activities are comprised of an SRA with UCHSC and a
research services contract with Colorado State University.





Fair value of Financial
Instruments





The
carrying value of our financial instruments, which include cash, accounts
payable and accrued liabilities at March 31, 2009 and 2008, approximates their
fair values due to the short-term nature of these financial
instruments.





Use of
Estimates





Our
consolidated financial statements are prepared in accordance with US
GAAP.  The preparation of these consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts
of assets, liabilities, costs and expenses, and related
disclosures.  On an ongoing basis, we evaluate our estimates and
assumptions.  Our actual results may differ from these estimates under
different assumptions or conditions.





Earnings (Loss) per
Share





Basic
earnings (loss) per share is computed based on the weighted average number of
common shares outstanding during the period presented.  In addition to
common shares outstanding, and in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share” (“SFAS 128”), any
shares issuable for little or no cash consideration are considered outstanding
shares and included in the calculation of the weighted average number of common
shares. Accordingly, for the year ended March 31, 2009, the weighted average
number of common shares outstanding included 2,150,000 shares issuable under
outstanding common stock purchase warrants (“warrants”) that were immediately
exercisable at $0.001.  These warrants were considered outstanding for
one day of the fiscal year, as they were issued on March 31, 2009.





Diluted
earnings (loss) per share is computed using the weighted-average number of
common shares outstanding plus the number of common shares that would be issued
assuming exercise or conversion of all potentially dilutive common shares had
been issued. Potentially dilutive securities, such as stock options or stock
purchase warrants, are excluded from the calculation when their effect would be
anti-dilutive. For the year ended March 31, 2009, outstanding warrants of
11,132,400 and 25,000 shares issuable upon conversion of a note payable, and for
the year ended March 31, 2008, 1,382,500 outstanding warrants have been excluded
from the diluted share calculations as they were anti-dilutive as a result of
the net losses incurred.  Accordingly, basic shares equal diluted
shares for all years presented.





F
- 15





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Share-based
Compensation





We
account for share-based compensation under SFAS No. 123 (revised 2004),
“Share-Based Payment” (“SFAS 123R”).  SFAS 123R requires the
recognition of equity-based payments to employeesin the
financial statements and is measured based on the estimated fair value of the
award on the grant date. SFAS 123R also requires the stock option or warrant
compensation expense to be recognized over the period during which an employee
is required to provide service in exchange for the award (generally the vesting
period). We estimated the fair value of each stock option or stock purchase
warrant at the grant date by using the Black-Scholes option pricing model See
Note 9 for additional disclosures.





Income
Taxes





We
account for income taxes under the asset and liability method, in which deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and operating
loss and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in operations in the period that includes the enactment
date. A valuation allowance is required to the extent that it is more likely
than not that a deferred tax will not be realized.





We
adopted the provisions of FASB Interpretation No. 48 (“FIN 48”)
“Accountingfor
Uncertainty in Income Taxes,” an interpretation of FASB No. 109.” FIN 48
prescribes a recognition threshold and a measurement attribute for the financial
statement recognition and measurement of tax positions taken or expected to be
taken in a tax return.  For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing
authorities. The adoption of FIN 48 had no impact on our consolidated financial
statements.




Recently issued accounting
pronouncements





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





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





F
- 16





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”).  SFAS 162 identifies
the sources of accounting principles and the framework for selecting principles
to be used in the preparation and presentation of financial statements in
accordance with accounting principles generally accepted in the United States of
America. SFAS 162 will become effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting
Principles. The adoption of this statement did not have a material impact
on our consolidated financial statements.





In May
2009, the FASB issued SFAS No. 165,Subsequent
Events(“SFAS
165”).  SFAS 165establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In particular,
FAS 165 sets forth: 1) The period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements; 2)
The circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements; and 3) The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.  FAS 165 does not apply to
subsequent events or transactions that are within the scope of other applicable
US GAAP that provide different guidance on the accounting treatment for
subsequent events or transactions.  SFAS 165 is effective for interim
or annual financial periods ending after June 15, 2009.  The adoption
of this statement is not expected to have a material impact on our consolidated
financial statements.





In
December 2007, the Emerging Issues Task Force (“EITF”) reached consensus on EITF
Issue No. 07-1, “Accounting for Collaborative Arrangements” (“EITF
07-1”).  EITF 07-1 defines collaborative arrangements and establishes
reporting requirements for transactions between participants in a collaborative
arrangement and between participants in the arrangement and third parties. This
statement also establishes the appropriate income statement presentation and
classification for joint operating activities and payments between participants,
as well as the sufficiency of the disclosures related to these
arrangements.  EITF 07-1 is effective for fiscal years beginning after
December 15, 2008, and is applied retrospectively as a change in accounting
principle for collaborative arrangements existing at the effective
date.  The adoption of this pronouncement will not have a material
impact on our consolidated financial statements.





In June
2008, the EITF reached consensus on EITF Issue No. 07-5, “Determining Whether an
Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 supersedes EITF Issue No. 01-6,
“The Meaning of ‘Indexed to a Company's Own Stock,” (“EITF 01-6”) and provides
additional guidance for determining whether an equity-linked financial
instrument (or embedded feature) is indexed to an entity's own stock. EITF 07-5
is effective for fiscal years beginning after December 15, 2008 and will be
applied to outstanding instruments as of the beginning of our fiscal year, April
1, 2009.  The adoption of this pronouncement will not affect the
current classification of our equity-based instruments and will not have a
material impact on our consolidated financial statements.


F
- 17





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements







NOTE
3 - MERGER TRANSACTIONS
 
 Apro Utah and Maxcure
Merger
 
 On March
31, 2008, Apro Utah and Maxcure completed a merger, with Maxcure being the
surviving legal entity.  The purpose of the merger was primarily one
of synergies between the two companies in their efforts to continue funding
sponsored research under their existing licensing relationships with the
UCHSC.


The name
of the merged entity was changed to Apro Bio Pharmaceutical Corporation (“Apro
Bio”).  Maxcure issued to Apro Utah stockholders 11,726,562 of its
common shares in exchange for all of the issued and outstanding shares of Apro
Utah.  Upon completion of the merger, former Apro Utah stockholders
held 11,726,562 common shares (or approximately 64%) of the total 18,189,642
common shares issued and outstanding of Maxcure, and former Maxcure stockholders
held 6,462,900 common shares (or approximately 36%) .  As a result of
this majority ownership, Apro Utah was deemed the acquirer for accounting
purposes and its historical financial statements have been adopted and presented
for all periods in this Report.





In
exchange for the issuance of its shares, Maxcure cancelled debt due from Apro
Utah of $938,241 comprised of $804,692 of promissory notes and related accrued
interest and other intercompany amounts of approximately
$133,549.  Also, warrants held by Maxcure stockholders to purchase
600,000 shares of Apro Utah were cancelled.  Warrants to purchase
1,052,500 shares of Apro Utah common stock were converted to an equivalent
number of warrants in the merged entity.  Warrants to purchase 130,000
shares of Maxcure stock held by existing Maxcure stockholders were retained in
the merged entity.





Assets
acquired and liabilities assumed of Maxcure by Apro on March 31, 2008 based on
their estimated fair values were as follows:





Cash
                          
                          $
                          6,750Other
      current assets
                          
                          
                          272Property
      and equipment
                          
                          
                          1,524Licenses
                          
                          
                          22,972Accounts
      payable
                          
                          
                          (31,518
                          )Net
      assets acquired
                          
                          $
                          -





Amounts
assigned to licenses relate to respective patent filings made by the UCHSC and
are subject to amortization commensurate with the estimated patent
life.  The net unamortized amount of each license was deemed to be the
fair value and was recorded at the date of the merger.





Apro Bio and Across America
Merger





On March
31, 2009 and pursuant to a merger (the “Merger”) among Across America, a
non-operating public shell corporation, Apro Bio and Across America Acquisition
Corp. a wholly-owned subsidiary of Across America, Apro Bio was merged into
Across America, with Across America being the surviving legal
entity.  The primary reasons for the Merger were to create an entity
which allowed Apro Bio additional opportunities to raise capital to further its
development efforts with the UCHSC and to provide Apro and Across America
investors a long-term, public trading market for their common shares and common
shares underlying warrants.  Across America issued a total of
18,210,295 shares of its common stock to the stockholders of Apro Bio in
exchange for all of the issued and outstanding common shares of Apro
Bio.  Warrants to purchase 1,957,500 shares of Apro Bio common stock
were converted to an equivalent number of warrants in Across
America.  Warrants to purchase 200,000 shares of Across America stock
held by existing Across America stockholders were retained in the merged
entity.  In addition, a note, convertible into 25,000 shares of the
common stock of Apro Bio, was converted into a note convertible into 25,000
shares of Across America’s common stock on the same terms and conditions as
before.





F
- 18





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








After the
consummation of the Merger, the former Apro Bio stockholders held approximately
91% of the issued and outstanding shares of Across America. As a result of this
majority ownership, Apro Bio was deemed the acquirer for accounting purposes,
and the transaction was accounted for as a reverse
acquisition.  Further, we followed the current guidance of the SEC
related to reverse mergers between a private company and a public shell company,
and considered the reverse merger as equivalent to a reverse
recapitalization.  Accordingly, as per SEC guidance for this type of
transaction, we recorded no goodwill in the Merger.





Assets
acquired and liabilities assumed of Across America by Apro Bio on March 31, 2009
based on their estimated fair values were as follows:





Cash
                        
                        $
                        5,000Other
      current assets
                        
                        
                        1,500Note
      payable – related party
                        
                        
                        (132,000
                        )Net
      liabilities assumed
                        
                        $
                        (125,500
                        )





For all
periods presented, the financial statements of Apro Bio have been adopted as the
historical financial statements of Omni.  On May 27, 2009, the name of
the Company was changed to Omni Bio Pharmaceutical, Inc. (“Omni”).





As a
condition to the Merger, Apro Bio authorized the issuance of a warrant to an
affiliate of Across America to purchase 200,000 shares of Apro Bio’s common
stock at an exercise price of $0.001 per share.  This warrant expires
on March 31, 2014.  In connection with the Merger, Across America paid
an advisor fee to Bathgate Capital Partners, LLC (“BCP”) in the form of a
warrant to purchase 1,750,000 shares of its common stock at an exercise price of
$0.001 per share.  This warrant expires on March 31,
2014.





The
warrants issued in the Merger (the“Merger warrants”) were valued using the
Black-Scholes model with the following assumptions: exercise price of $0.001 per
share, stock price of $1.00, expected life of five years (representing the full
contractual term as prescribed by the SEC for investor warrants), expected
volatility of 100%, risk-free interest rate of 1.82% (commensurate with the
expected life) and dividend yield of 0%.  The total of the charges
recorded for the Merger warrants was $1,948,237.





We
evaluated the Merger warrants as potential free standing derivatives under the
criteria in SFAS 133 - Accounting for Derivative
Instruments and Hedging Activities(“SFAS 133”), which require that a
contract issued by a reporting entity be accounted for as a derivative unless it
is both (1) indexed to its own stock and (2) classified in stockholders’ equity
in its statement of financial position. We concluded that the Merger warrants
were indexed to the Company’s own stock and should be classified in
stockholders’ equity and would qualify for the scope exception contained in
paragraph 11(a) of SFAS 133.  As further required, we reviewed the
requirements for equity classification contained in paragraphs 12-32 of EITF
Issue No. 00-19 – “Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock” (“EITF 00-19”)  We
concluded that all of the criteria as outlined in paragraphs 12-32 of EITF 00-19
had been met and that equity classification was appropriate.





F
- 19





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Warrant
modifications





On
January 14, 2009, our board of directors (the “Board”) unanimously authorized
the extension of 500,000 warrants that were previously issued to investors by a
period of two years. The Board concluded that these warrants would expire prior
to the expiration of lockup agreements required by AAFS in conjunction with the
Merger and approved the extension of the expiration date from March 31, 2010 to
March 31, 2012.  The warrants extended by this resolution included
500,000 warrants exercisable at $1.10 per share, of which 80,000 were purchased
by an outside director of the Company and 5,000 were purchased by the former
CEO, President, and a director of the Company.





Also
extended were 257,500 warrants issued to two unaffiliated investors that are
exercisable at $1.00 per share, of which 250,000 were extended from May 10, 2010
to May 10, 2012 and 7,500 were extended from June 6, 2010 to June 6,
2012.  Additionally, 30,000 warrants that were originally issued to a
consultant and exercisable at $1.00 per share were extended from May 10, 2010 to
May 10, 2012.





We
accounted for these extensions as modifications to the original warrant grants
as outlined in FAS 123R.  For the year ended March 31, 2009, we
recorded a non-cash charge of $148,155 related to the investor warrants and
share-based compensation of $25,843 related to the employee and consultant
warrants, calculated as the difference between the estimated fair value of the
warrant immediately prior to the modification and the estimated fair value of
the warrant after the modification.  Both values were calculated using
the Black Scholes model, with the revised exercise price and expected life of
the warrant being the only change in the assumptions.








NOTE
4 – PRIVATE PLACEMENT





In
conjunction with the Merger and also on March 31, 2009, we closed a private
placement securities offering (the “Private Placement”) to four accredited
investors (the “Investors”).  We issued “Units,” consisting of one
share of our common stock, a warrant to purchase one-half a share of our common
stock at an exercise price of $0.25 per share (two warrants must be exercised to
purchase one share of common stock), two warrants to purchase two shares of our
common stock (one warrant purchases one share of common stock) at an exercise
price of $0.50 per share and a warrant to purchase one share of our common stock
at an exercise price of $1.00 per share.  We sold the Units at a price
of $1.00 per Unit and issued 1,870,000 Units for gross cash proceeds of
$1,820,000 and the conversion of a note payable to a related party of
$50,000.  The warrants issued to investors in the Private Placement
expire March 31, 2014.





The
warrants that are exercisable at $0.25 and $0.50 per share are callable (the
“Warrant Call”) through March 31,
2014 at the option of Omni.  The Company may execute the Warrant Call
by giving to the Investor a notice of call upon 20 days written notice (the
"Call Notice").  A Call Notice may be given by the Company only within
10 days after the Company’s common stock has had a closing price of not less
than $2.50 per share for 20 out of 30 consecutive trading days with trading
volume of excess of 50,000 shares per day for that period of days.





In
connection with the offering, we paid to BCP a placement agent fee comprised of
$112,200 in cash and a warrant to purchase 56,100 shares of our common stock at
an exercise price of $0.25 per share, a warrant to purchase 224,400 shares of
our common stock at $0.50 per share, and a warrant to purchase 224,400 shares of
our common stock at $1.00 per share.  We recorded a charge related to
the issuance of these warrants in the amount of $403,350 as calculated using the
Black-Scholes model. No general solicitation was used in connection with the
Private Placement.





F
- 20





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








We
evaluated the Private Placement warrants as potential free standing derivatives
under the criteria in SFAS 133, which require that a contract issued by a
reporting entity be accounted for as a derivative unless it is both (1) indexed
to its own stock and (2) classified in stockholders’ equity in its statement of
financial position.  We concluded that the Private Placement warrants
were indexed to the Company’s own stock and should be classified in
stockholders’ equity and would qualify for the scope exception contained in
paragraph 11(a) of SFAS 133.  As further required, we reviewed the
requirements for equity classification contained in paragraphs 12-32 of EITF
00-19.  We concluded that all of the criteria as outlined in
paragraphs 12-32 had been met and that equity classification was
appropriate.





A summary
of the warrants issued in the Merger and the Private Placement is as
follows:





Number
      of
                                                      Warrants
                                                    
                                                    
                                                    
                                                    Exercise
                                                      Price
                                                    
                                                    
                                                    
                                                    Estimated
      Fair
                                                      Value
      Charge
                                                      recorded1,950,000
                                                    
                                                    
                                                    $
                                                    0.001
                                                    
                                                    
                                                    $
                                                    1,948,237991,100
                                                    
                                                    
                                                    $
                                                    0.25
                                                    
                                                    
                                                    
                                                    -3,964,400
                                                    
                                                    
                                                    $
                                                    0.50
                                                    
                                                    
                                                    
                                                    -2,094,400
                                                    
                                                    
                                                    $
                                                    1.00
                                                    
                                                    
                                                    
                                                    -8,999,900
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    
                                                    $
                                                    1,948,237





A summary
of investor warrant activity for the year ended March 31, 2009 is as
follows:





Number
      of WarrantsOutstanding
      and exercisable at March 31, 2008
                                  
                                  
                                  957,500
                                  
                                  (a)Granted
                                  
                                  
                                  9,149,900Exercised
                                  
                                  
                                  -Forfeited/expired
                                  
                                  
                                  -Outstanding,
      vested and exercisable at March 31, 2009
                                  
                                  
                                  10,107,400
                                  
                                  (b)


(a)
            Includes
      former Apro Bio warrants of 757,500 and Across America warrants of
      200,000.


(b)
            As
      all warrants are exercisable, there will be no future expenses related to
      current warrants outstanding.








NOTE
5 – RELATED PARTIES AND DEBT OBLIGATIONS





Convertible Note payable –
related party





On May
30, 2008, we entered into a $25,000 unsecured, convertible debenture agreement
with the spouse of a director and related party (the “Bathgate
note”).  The Bathgate note bears interest at 6%, is convertible into
our common stock at $1.00 per share and matures June 30, 2010.  As
additional consideration, we issued a warrant to purchase 50,000 shares of our
common stock at $1.00 per share (the “Bathgate warrant”), which expires on June
30, 2013.  In addition, this warrant included a reset provision, which
provided, that in the event that we issued a similar security with common stock
purchase warrants exercisable below $1.00 per share, the exercise price would be
reduced to the lower price.  This reset provision pertained to any new
investment made prior to December 31, 2008.





F
- 21





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements











We
concluded that the Bathgate note met the definition of “conventional convertible
debt,” as defined in EITF 00-19 and affirmed in EITF Issue No. 05-2 – “Meaning
of ‘Conventional Convertible Debt Instrument’ in Issue No. 00-19),” as the note
holder may only realize the value of the conversion option by exercising the
option and receiving the entire proceeds in a fixed number of shares or the
equivalent amount of cash (at the discretion of the Company).  Further, we
concluded that the conversion option of the Bathgate note represented an
embedded derivative as defined in SFAS 133 and was indexed to the Company’s
common stock.Therefore, we concluded
that the conversion feature of the Bathgate note did not meet the definition of
a derivative under SFAS 133 and did not require separate accounting from the
debt instrument.





In
accordance with the Accounting Principles Board Opinion No. 14 (“APB 14”), we allocated the cash
proceeds received to both the Bathgate note and warrant based on relative fair
values of each.  We valued  the warrant using the
Black-Scholes model with the following assumptions:  exercise price of
$1.00 per share, stock price of $1.00, expected life of five years (representing
the full contractual term as prescribed by the SEC for investor warrants),
expected volatility of 95%, risk-free interest rate of 2.45% (commensurate with
the expected life) and dividend yield of 0%. The value assigned to the Bathgate
warrant was $14,830 and was credited to additional paid-in capital with a
corresponding debt discount recorded as a reduction to the Bathgate
note.





We
concluded that the conversion feature in the Bathgate note met the definition of
a “beneficial conversion feature” as outlined in EITF Issue No. 98-5 “Accounting
for Convertible Securities With Beneficial Conversion Features or Contingently
Adjustable Conversion Features(“EITF 98-5”) andEITF Issue No. 00-27 -
Application of Issue No. 98-5 to Certain Convertible Instruments(“EITF
00-27”).  The amount of proceeds allocated to the Bathgate note was
$10,170 (calculated as the $25,000 principal less the discount related to the
value assigned to the Bathgate warrants of $14,830 per above), which resulted in
an effective conversion price of $0.41 per share and an intrinsic value of $0.59
per share (calculated as $1.00 conversion price less $0.41 effective conversion
price).  Therefore, the value assigned to the beneficial conversion
feature was $10,170, which represented the initial amount allocated to the
Bathgate note, and was recorded as an additional debt discount to the note with
a corresponding credit to additional paid-in capital.  In accordance
with EITF 98-5, the amount recorded for the beneficial conversion feature was
limited to the amount of proceeds allocated to the convertible instrument of
$10,170.  This resulted in a full discount offset to the $25,000
principal balance, or an initial carrying value of the Bathgate note of
$-0-.  We are amortizing the discount over the life of the note and
recorded $10,000 of accretion expense for the year ended March 31,
2009.





We
evaluated the Bathgate warrant as a potential free standing derivative under the
criteria in SFAS 133, and concluded that it was indexed to the Company’s own
stock and should be classified in stockholders’ equity and would qualify for the
scope exception contained in paragraph 11(a) of SFAS 133.  As further
required, we reviewed the requirements for equity classification contained in
paragraphs 12-32 of EITF 00-19.  We concluded that all of the criteria
had been met and that equity classification was appropriate.





Pursuant
to the reset provision described above, on November 6, 2008, the exercise price
on the Bathgate warrant was reduced to $0.50 per share, with all other terms
remaining intact.  This reset was a result of the bridge loan entered
into on that date with BOCO Investments, LLC (“BOCO”), a related party to Across
America (as discussed in next section under this Note).  We recorded a
charge for the modification of the exercise price on the Bathgate warrant in the
amount of $4,531, which was calculated as the difference between the estimated
fair value of the warrant immediately prior to the modification and the
estimated fair value of the warrant after the modification.  Both
values were calculated using the Black Scholes model, with the revised exercise
price being the only difference in the assumptions.





F
- 22





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Note payable – BOCO
Investments, LLC





On
November 6, 2008, we entered into a bridge loan agreement with BOCO, pursuant to
which BOCO loaned $50,000 at an interest rate of 12% per annum in the form of a
note (the “BOCO note”), which was collateralized by substantially all of our
assets.  As additional consideration for the BOCO note, we issued to
BOCO a warrant (the (“BOCO warrant”) to purchase 100,000 shares of our common
stock.  This warrant is exercisable at $0.50 per share and expires on
December 31, 2013.  The BOCO note was originally due on February 4,
2009 with an automatic extension to March 4, 2009.





In
accordance with APB 14,
we allocated the cash proceeds received to both the BOCO note and warrant based
on relative fair values of each.  We valued the warrant using the
Black-Scholes model with the following assumptions:  exercise price of
$0.50 per share, stock price of $1.00, expected life of five years (representing
the full contractual term as prescribed by the SEC for investor warrants),
expected volatility of 100%, risk-free interest rate of 0.32% (commensurate with
the expected life) and dividend yield of 0%. The value assigned to the BOCO
warrant was $31,125 and was credited to additional paid-in capital with a
corresponding debt discount recorded as a reduction to the BOCO
note.  We were accreting this debt discount over the life of the note,
but upon conversion of the note pursuant to terms in the Private Placement, we
wrote-off the remaining unamortized discount as of March 31, 2009 in accordance
with EITF 98-5.





As part
of an agreement to further extend this note to March 31, 2009, we agreed to
incur a default interest rate of 24% per annum from the original due date of the
note through March 31, 2009, and pursuant to terms in the Private Placement,
BOCO converted its note on March 31, 2009 in conjunction with the Private
Placement offering (on the same terms of other investors).  As
additional consideration to the note extension, we agreed to issue a warrant to
purchase 200,000 shares of our common stock (the “BOCO II warrant”) at $0.001
per share, which expires on March 31, 2014.  Subsequent to the
agreement to issue the warrant, BOCO authorized the assignment of the BOCO II
Warrant to JZBK, LLC, an affiliate of the then President and CEO of Across
America.  We recorded a charge for the issuance of this warrant in the
amount of $200,000.





We
evaluated both the BOCO and BOCO II warrants as potential free standing
derivatives under the criteria in SFAS 133, which require that a contract issued
by a reporting entity be accounted for as a derivative unless it is both (1)
indexed to its own stock and (2) classified in stockholders’ equity in its
statement of financial position. We concluded that both warrants were indexed to
the Company’s own stock and should be classified in stockholders’ equity and
would qualify for the scope exception contained in paragraph 11(a) of SFAS
133.  As further required, we reviewed the requirements for equity
classification contained in paragraphs 12-32 of EITF 00-19.  We
concluded that all of the criteria as outlined in paragraphs 12-32 had been met
and that equity classification was appropriate.





Note payable – WestMountain
Prime, LLC





On
October 16, 2008, Across America entered into a loan arrangement with
WestMountain Prime, LLC., (“WestMountain”), a related party that was affiliated
with the then President of Across America, in the amount of
$132,000.  This loan (the “WestMountain note”) was evidenced by an
unsecured, convertible promissory note and bore interest at the rate of 12% per
annum. This note was due on October 16, 2009, unless converted.  At
any time prior to the due date, all outstanding principal and related accrued
interest, at the sole option of WestMountain, was convertible into Across
America’s common shares equal to the outstanding principal amount of the note
divided by .22.  On March 30, 2009 (pre the Merger), the accrued
interest on this note was converted into 12,000 shares of Across America common
stock.  The WestMountain note was assumed in conjunction with the
Merger on March 31, 2009, and the entire principal was converted into 600,000
shares of Omni’s common stock on April 1, 2009.





F
- 23





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Other
obligations





On May
31, 2008, the Chief Executive Officer, President and director resigned as the
Chief Executive Officer and President of Apro Bio.  Subsequently on
October 1, 2008, the individual resigned his remaining capacity as a director of
Apro Bio.  On March 3, 2009, we entered into a settlement agreement
with this individual and agreed to settle any and all claims for a lump sum
payment of $45,000 and the issuance of 60,000 shares of our common stock within
five business days of the closing of the Merger.  We recorded a charge
for share-based compensation related to these shares in the amount of $60,000,
based on the fair value of the stock of $1.00 per share.





On
January 8, 2009, we entered into a resignation and settlement agreement with a
former executive officer of Apro Bio.  Pursuant to this agreement and
to settle any and all claims with Apro Bio, we were obligated to make a lump sum
payment of $95,000 (comprised of $75,000 in compensation and reimbursement of
$20,000 of business expenses) and to issue 50,000 shares of our common stock
within five business days of the closing of the Merger. We recorded a charge for
share-based compensation related to these shares in the amount of $50,000 based
on the fair value of the stock of $1.00 per share.





On March
3, 2009, we entered into a settlement agreement with a former employee and
officer of Apro Bio.  Pursuant to this agreement and to settle any and
all claims with Apro Bio, we were obligated to pay this individual $55,000,
payable one half (1/2) upon the closing of the Merger, and the remaining one
half, or $27,500, over twelve equal monthly installments, commencing April
2009.  Also under this agreement, we were obligated to issue 100,000
warrants, exercisable at $1.10 and expiring July 1, 2012, with a cashless
exercise provision, in replacement of a grant of 150,000 warrants made in July
2007, without a cashless exercise provision, but with the same exercise price
and duration.  We recorded a charge for share-based compensation
related to this new grant in the amount of $53,853 based on the estimated fair
value of the warrant as determined under the Black-Scholes model using the
following assumptions: exercise price of $1.10, expected life of 2.33 years,
stock price of $1.00 at date of grant, dividend yield of 0%, interest rate of
0.93 % and volatility of 100.0%.





As of
March 31, 2008, Apro Bio owed accrued expenses to officers for reimbursement of
health care, cellular subscription, and other costs (including car
allowance).  These amounts totaled $14,690.





As of
March 31, 2008, Apro Bio owed salary compensation to officers and one employee
for the year ending March 31, 2008 in the amounts of $150,000 and $25,000,
respectively.





Employment
Agreements





As of
March 31, 2008, Apro Bio had employment agreements with its CEO and Executive
Vice President requiring minimum annual compensation to each of $150,000 and
payment of benefits including car allowance of $600 each per month and
reimbursement of health care costs.  Both individuals left Apro Bio
during fiscal year 2009 and there are no obligations outstanding under these
agreements as of March 31, 2009.





F
- 24





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








NOTE
6 – COMMITMENTS AND CONTINGENCIES





Bacterial Infection
License





On May
15, 2006, we entered into an SRA with the RUC related to the licensing of
pending patents related to the method of use of alpha 1 antitrypsin on bacterial
infection.  Pursuant to this agreement, we were required to make
quarterly payments to the RUC totaling $1,097,460.  As of March 31,
2008, we were in arrears on payments to the RUC in the amounts of $80,000 and
were in default of our license agreement.  On January 8, 2009, we
obtained an amendment from the RUC for its SRA payments due in calendar year
2008, which waived the default and postponed the total payments of $321,300,
which were originally due in 2008, to 2009 and early 2010.  Pursuant
to the Amendment, SRA payments totaling $240,000 were deferred to 2009 and
$81,300 to 2010, as follows:





Payment
      1:
                        $80,000
                        
                        on
      or before April 1, 2009Payment
      2:
                        $80,000
                        
                        on
      or before July 1, 2009Payment
      3:
                        $80,000
                        
                        on
      or before October 1, 2009Payment
      4:
                        $81,300
                        
                        on
      or before January 1, 2010$321,300





Pursuant
to a stock purchase agreement which was executed on May 15, 2006 simultaneously
with the license agreement and the SRA, we issued to the ULEHI (an entity
controlled by the RUC), 406,000 shares of our common stock, which represented 4%
of our outstanding shares, and committed to an anti-dilution provision, whereby,
unless certain triggering events occur, we were required to issue additional
shares to the ULEHI so that its ownership would not be reduced below 4%. Under
the stock purchase agreement, we issued additional shares as follows: 26,354
shares in December 2006; 5,979 shares in January 2007; 10,729 shares in June
2007; and 20,833 shares in April 2008. This agreement was amended in November
2008 as discussed below. If the
SRA is terminated by us (which may only be done upon 60-day written notice) for
any reason prior to termination of the license agreement, we may still be
required to reimburse the UCHSC for its total actual and reasonable costs
incurred for the project through the date of termination, including costs
necessary to implement the early termination of the SRA and costs incurred as a
result of non-cancellable obligations that may extend beyond the date of such
termination.





Viral Infection
License





On March
30, 2008, we entered into a second license agreement with the RUC related to an
issued patent for the method of use of alpha 1 antitrypsin on viral disease,
including HIV.  We are required to execute an SRA for the benefit of
UCHSC related to further research on this license.  As of March 31,
2009, we had not executed an SRA, but anticipate that we will during calendar
year 2009.





Cell Transplant/Graft
Rejection





On
November 12, 2008, we entered into a third license agreement with the RUC
related to the method of use of alpha 1 antitrypsin on related to the method of
use for treating cell transplant/graft rejection. We are required to execute an
SRA for the benefit of UCHSC related to further research on this
license.  As of March 31, 2009, we had not executed an SRA, but
anticipate that we will later in calendar year 2009.


F
- 25





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








In
conjunction with the issuance of this license, we agreed to amend the terms of
the stock purchase agreement with the ULEHI (which superseded the 4%
anti-dilution provision as note above) by authorizing the issuance of additional
shares of our common stock, calculated at 2% of the fully-diluted outstanding
shares of our common stock upon completion of the Merger.  The
calculation of these shares included all common shares and common stock purchase
warrants issued in connection with the Merger and the Private
Placement.  In accordance with this provision, we issued 698,939
shares of our common stock to the ULEHI; these shares were included in our total
outstanding shares of common stock as of March 31, 2009.





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





License
              Date
            Field
      of
              Use
            Minimum
              Royalties
            Milestone
              Royalties
            Earned
              Royalties
            Sublicense
              RoyaltiesMay
      15, 2006
            Anthrax;
      TB; Bacterial Pneumonia
            $25,000
      per year starting
              May
      15, 2011
            $30,000
      to $300,000 (1)
            4%
      of Net Sales
            20%
      to 30%March
      30, 2008
            Viral
              (including
      HIV)
            $50,000
      per year after first commercial sale
            $100,000
      to $150,000 (2)
            4%
      of Net Sales
            20%
      to 30%November
      12, 2008
            Cell
      Graft Rejection
            $50,000
      per year after first commercial sale
            $25,000
      to $200,000 (3)
            3%
      of Net Sales
            20%
      to 30%


____________________




(1)
Payable $30,000 upon completion of preclinical trial; $50,000 upon completion of
a phase I clinical trial; $100,000 upon completion of a phase II clinical trial;
$200,000 upon completion of a phase III clinical trial; and $300,000 upon
receipt of approval of FDA or foreign equivalent.





(2)
Payable $100,000 upon completion of any phase III clinical trial and $150,000
upon first commercial sale. No milestone royalties are required for the first
indication. For the second indication, 100% of the milestone royalties shall be
paid, and for subsequent indications 50% of the milestone royalties shall be
paid.





(3)
Payable $25,000 upon initiation of a phase II clinical trial; $100,000 upon
initiation of a phase III clinical trial; and $200,000 upon receipt of approval
of FDA or foreign equivalent.





The
license agreements expire upon the expiration date of the last patent covered by
the agreement and may also be terminated by either party in the event of a
default by the other party.





As of
March 31, 2009, we have no further obligations for common share issuances to the
RUC under any of the three license agreements.








F
- 26





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








Contributed
Rent





For the
fiscal years ended March 31, 2009 and 2008, we utilized, free-of-charge,
approximately 575 square feet of the office space of Bathgate Capital Partners
LLC (“BCP”), a significant stockholder and a related party. We calculated the
value of our approximate utilized office space at $5,880 and $10,080 for the
years ended March 31, 2009 and 2008, respectively, and recorded non-cash charges
for these amounts.








NOTE
7 – INCOME TAXES





As of
March 31, 2009, we had net operating loss carryforwards available to offset
future federal income tax of approximately $3.4 million. Such carryforwards
expire between fiscal years 2026through 2029. Under the Tax reform Act of 1986,
the amount of and the benefit from net operating losses that can be carried
forward may be limited in certain circumstances.  Events that may
cause changes in the our tax carryovers include, but are not limited to, a
cumulative ownership change of more than 50% over a three-year period.
Therefore, the amount available to offset future taxable income may be limited.
We carry a deferred tax valuation allowance equal to 100% of total deferred
assets. In recording this allowance, we have considered a number of factors, but
chiefly, our sustained operating losses from inception. We have concluded that a
valuation allowance is required for 100% of the total deferred tax assets as it
is more likely than not that the deferred tax assets will not be
realized.





March
      31,Deferred
      tax assets (all long-term)
                          
                          2009
                          
                          
                          2008Net
      operating loss carryforwards
                          
                          $
                          1,260,713
                          
                          
                          $
                          803,584Share-based
      compensation
                          
                          
                          535,582
                          
                          
                          
                          260,949Valuation
      allowance
                          
                          
                          (1,796,295
                          )
                          
                          
                          (1,064,533
                          )Net
      deferred tax asset
                          
                          $
                          -
                          
                          
                          $
                          -





The
benefit for income taxes differs from the amount computed using the U.S. federal
statutory income tax rate as follows:





For
      the Year Ended March 31,2009
                              
                              
                              2008Income
      tax benefit computed at federal statutory rate
                              
                              $
                              (1,545,137
                              )
                              
                              $
                              (616,273
                              )Charges
      for warrants issued to investors
                              
                              
                              928,084
                              
                              
                              
                              -State
      income taxes, net of federal benefit
                              
                              
                              (139,062
                              )
                              
                              
                              (55,579
                              )Other
                              
                              
                              24,353
                              
                              
                              
                              3,735Change
      in valuation allowance
                              
                              
                              731,762
                              
                              
                              
                              668,117Income
      tax benefit
                              
                              $
                              -
                              
                              
                              $
                              -








F
- 27





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements







Effective
April 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109 (“FIN
48”).  FIN 48 prescribes a recognition threshold and a measurement
attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return.  For those
benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities.  The adoption of the
provisions of FIN 48 did not have a material impact on the Company’s
consolidated financial position and results of operations.  At April
1, 2007 as well as March 31, 2008 and 2009, we had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.




Interest
costs related to unrecognized tax benefits (if any) are classified as interest
expense in the accompanying consolidated statements of
operations.  Penalties, if any, are recognized as a component of
“selling, general and administrative expenses.”  The Company
recognized $0 of interest expense related to unrecognized tax benefits for the
years ended March 31, 2009 and 2008.  Any of our uncertain tax
positions are related to tax years that remain subject to examination by
relevant tax authorities. We have not been examined by the Internal Revenue
Service or the state of Colorado since inception and, therefore, our tax returns
are open for review for all years since inception.





NOTE
8 – STOCKHOLDERS’ EQUITY (DEFICIT)





In March
2007, we sold common stock purchase warrants to purchase 495,000 shares of our
common stock for $0.25 per share, netting proceeds of $123,750.  These
warrants are exercisable at $1.10 per share and expire on March 31,
2010.  Dr. Paul Dragul, a director of the Company, purchased 80,000 of
these warrants.  In April 2007, we sold additional common stock
purchase warrants to purchase 5,000 shares of our common stock to the Company’s
CEO and President on the same terms, netting proceeds of $1,250.





During
the period from April 1, 2007 through March 31, 2008, we sold to two
unaffiliated investors 257,500 Units for net proceeds of $231,750 after
commissions of $750 and $25,000 that were paid to BCP and an outside party,
respectively.  Each Unit consisted of one share of common stock and
one warrant exercisable at $1.00 per share and expiring in May
2010.





On March
31, 2008, a warrant holder exercised 500,000 warrants at a price of $0.02 per
share.  As a result of this transaction, we issued 20,833 shares of
our common stock to the ULEHI as additional consideration pursuant to the
anti-dilution provision of its license agreement and stock purchase agreement
(subscription agreement) and recorded a non-cash charge of $20,833 for the
estimated fair value of these shares.





As
discussed in Notes 3 and 4, on March 31, 2009, we issued our common stock and
warrants pursuant to the Merger and Private Placement








NOTE
9 – SHARE-BASED COMPENSATION





From
inception, we have not had an employee stock option plan, but have issued stock
purchase warrants on a discretionary basis to employees, directors and outside
consultants.  We calculate share-based compensation to employees and
directors in accordance with the fair-value method prescribed in SFAS
123(R).  For warrants issued to outside consultants (i.e.,
non-employees), we calculate share-based compensation under the applicable
provisions of FAS 123 (R) and EITF 96-18, “Accounting for Equity Instruments
That are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling Goods or Services”(“EITF 96-18”).
SFAS 123(R) requires fair value accounting for equity securities issued to
non-employees, and EITF 96-18 specifies the measurement date for recording
compensation cost.





F
- 28





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








The fair
value of each warrant award was estimated on the date of grant using the
Black-Scholes pricing model based on assumptions noted in the following
table.  The expected life is equal to the contractual term, as the
majority of all warrants granted had immediate vesting and are not forfeited in
the circumstances of disassociation with the Company.  Expected
volatility was estimated based on comparisons of stock price volatility of “peer
group,” publicly-traded companies.  The risk-free interest rate is
based on the yield on the grant measurement date of a traded zero-coupon
U.S. Treasury bond, as reported by the U.S. Federal Reserve, with a
term equal to the expected term of the respective warrant.





The
following table provides the range of assumptions used in the Black-Scholes
pricing model for warrants granted:





2009
              
              2008Expected
      life (years)
              3.33
      to 7.0
              
              0.83
      to 5.0Expected
      volatility
              100%
              
              94.53
      to 95.97%Risk-free
      interest rate
              0.93
      to 3.6%
              
              2.80
      to 4.9%Dividend
      yield
              0%
              
              0%





Fiscal Year 2008
issuances





In June
2007, we issued warrants to purchase 30,000 shares of our common stock to Dr.
Paul Dragul, an outside director, for initiation of service on our board of
directors.  The warrants expire on April 30, 2012 and are exercisable
at a price of $1.10 per share.  We recorded share-based compensation
for these warrants of $21,915 using the following assumptions: exercise price of
$1.10, expected life of 5 years, stock price of $1.00 at date of grant, dividend
yield of 0%, interest rate of 4.5%, and volatility of 95.07%.





In May
2007, we issued warrants to purchase 500,000 shares of our common stock to a
consultant in exchange for strategic business consulting
services.  The warrants were exercisable at $0.02 per share and
expired on March 31, 2008. We recorded share-based compensation for these
warrants of $490,150 using the following assumptions: exercise price of $0.02,
contractual life of .83 years, stock price of $1.00 at date of grant, dividend
yield of 0%, interest rate of 4.86 % and volatility of 95.05%.  The
consultant exercised the warrants on March 31, 2008.





In May
2007, we issued warrants to purchase 30,000 shares of our common stock to the
same consultant at an exercise price of $1.00 per share, expiring May 10,
2010.  We recorded share-based compensation for these warrants of
$18,033 using the following assumptions: exercise price of $1.00, expected life
of 3 years, stock price of $1.00 at date of grant, dividend yield of 0%,
interest rate of 4.6%, and volatility of 94.98%.





In July
2007, we issued to an employee warrants to purchase 150,000 shares of our common
stock.  The warrants are exercisable at $1.10 per share and expire
July 1, 2012.  We recorded share-based compensation for these warrants
of $109,680 using the following assumptions: exercise price of $1.10, expected
life of five years, stock price of $1.00 at date of grant, dividend yield of 0%,
interest rate of 4.97%, and volatility of 94.53%.





In March
2008, we issued warrants to purchase 60,000 shares of our common stock to a
scientific and medical industry consultant at an exercise price of $1.25 per
share, with an expiration date of February 28, 2013.  We recorded
share-based compensation for these warrants of $52,860 using the following
assumptions: exercise price of $1.25, contractual life of 5 years, stock price
of $1.00 at date of grant, dividend yield of 0%, interest rate of 2.8%, and
volatility of 95.97%.








F
- 29





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements











Fiscal Year 2009
issuances





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





On April
15, 2008, we authorized the issuance of an aggregate of 500,000 common stock
purchase warrants to five directors (100,000 warrants to each) for service for
fiscal year 2009. The director warrants vested quarterly over fiscal year 2009,
with each tranche vested on the first day of a fiscal quarter.  Our
President and CEO subsequently resigned from his capacities as an officer
effective May 31, 2008, and as a director on October 1, 2008 and, as result,
vested one-half or 50,000 of his warrants.  We recorded a charge for
share-based compensation of $366,876, calculated using the following
assumptions: exercise price of $1.25 expected life of seven years, assumed stock
price of $1.00 at date of grant, dividend yield of 0%, interest rate of 2.1%,
and volatility of 100.5%.





On August
6, 2008, we authorized the issuance of 75,000 common stock purchase warrants to
a new director for service for fiscal year 2009.  These warrants
vested over three fiscal quarters, beginning with the fiscal quarter ended
September 30, 2009, and each tranche vested on the first day of a fiscal
quarter. We recorded a charge for share-based compensation of $61,392,
calculated using the following assumptions: exercise price of $1.25, expected
life of seven years, assumed stock price of $1.00 at date of grant, dividend
yield of 0%, interest rate of 3.55%, and volatility of 100.00%.





On
October 1, 2008, we authorized the issuance of 50,000 common stock purchase
warrants to a new director for service for fiscal year 2009.  These
warrants vested over two fiscal quarters, beginning with the fiscal quarter
ended December 31, 2008, and each tranche vested on the first day of a fiscal
quarter.  We recorded share-based compensation of $40,759, calculated
using the following assumptions: exercise price of $1.25, expected life of seven
years, assumed stock price of $1.00 at date of grant, dividend yield of 0%,
interest rate of 3.2%, and volatility of 100.3%.





As
discussed in Note 5, on March 3, 2009, we were obligated to issue 100,000
warrants, exercisable at $1.10 and expiring July 1, 2012 as part of a settlement
agreement with a former employee and officer of Apro Bio. We recorded
share-based compensation of $53,853, calculated using the following assumptions:
exercise price of $1.10, expected life of 2.33 years, stock price of $1.00 at
date of grant, dividend yield of 0%, interest rate of 0.93 % and volatility of
100.0%.





Share-based
compensation recorded for fiscal years 2009 and 2008 was as
follows:





2009
                      
                      
                      2008Employees,
      former employees and directors
                      
                      $
                      734,026
                      
                      
                      $
                      131,595Outside
      consultants
                      
                      
                      6,225
                      
                      
                      
                      561,043$
                      740,251
                      
                      
                      $
                      692,638








F
- 30





OMNI
BIO PHARMACEUTICAL, INC. AND SUBSIDIARY


(A
Development Stage Company)


Notes
to Consolidated Financial Statements








The
weighted average grant date fair value of warrants issued to employees, former
employees and directors under share-based compensation agreements for the years
ended March 31, 2009 and 2008 was $0.78 and $0.87 per share,
respectively.





As all of
the warrants are currently vested, there will be no future expense related to
the current outstanding warrants held by employees, former employees or
directors.





Fiscal year 2010
issuances





In April
2009, we issued a warrant to our Acting Chief Executive Officer to purchase
600,000 shares of our common stock at an exercise price of $0.50 per
share.  Shares under this warrant vest as follows:  200,000
upon issuance, 200,000 in October 2009 and 200,000 in April
2010.  This warrant expires in
April 2016.





Also in
April 2009, we issued a warrant to our Chief Financial Officer to purchase
50,000 shares of our common stock at an exercise price of $0.50 per
share.  All shares under this warrant vested upon
issuance.  This warrant expires in April 2016.





Also in
April 2009, we issued a warrant to a medical consultant to purchase 48,000
shares of our common stock at an exercise price of $1.25 per
share.  Shares under this warrant vest monthly over one
year.  This warrant expires in April 2014.





In June
2009, we issued 1,109,223 shares of our common stock pursuant to warrant
exercises.  A total of 983,126 warrants were exercised for $0.001 per
share and a total of 126,097 net shares were issued pursuant to cashless
provisions of 140,000 warrants exercisable at a weighted average price of $1.09
per share.
 On May
27, 2009, we filed Articles of Amendment to our Articles of Incorporation to
change our corporate name from “Across America Financial Services, Inc.” to
“Omni Bio Pharmaceutical, Inc.” At the same time, we also filed Articles of
Amendment to our Articles of Incorporation to increase our authorized common
shares to 200,000,000 from the current 50,000,000 and to increase our authorized
preferred shares to 5,000,000 from the current 1,000,000. The par values of the
common and preferred shares were not changed.





A summary
of warrant activity related to warrants issued to employees, former employees,
directors and consultants under share-based compensation agreements for the year
ended March 31, 2009 is as follows:


Shares
              
              
              Weighted
                Average
                Exercise
      Price
              
              
              Weighted
      Average Remaining
                Contractual
      Term
                (in
      years)
              
              
              Aggregate
                Intrinsic
                ValueOutstanding
      at March 31, 2008
              
              
              425,000
              
              
              $
              1.07Granted
              
              
              825,000
              
              
              $
              1.23Exercised
              
              
              -
              
              
              
              -Forfeited/expired/cancelled
              
              
              (200,000
              )
              
              $
              1.14Outstanding
      at March 31, 2009
              
              
              1,050,000
              
              
              $
              1.22
              
              
              
              5.4
              
              
              $
              -Vested
      and exercisable at March 31, 2009
              
              
              1,050,000
              
              
              $
              1.22
              
              
              
              5.4
              
              
              $
              -





F - 31