10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

or

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

For the transition period from _______ to ________

Commission file number: 000-52530

Omni Bio Pharmaceutical, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

                                                                  

5350 South Roslyn, Suite 430, Greenwood Village, CO 80111

(Address of principal executive offices, including zip code)

(303) 867-3415

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller 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]

The number of shares outstanding of the registrant’s common stock as of October 31, 2013 was 38,198,554.

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION		Page
Item 1.	Financial Statements.
	Consolidated Balance Sheets – September 30, 2013 and March 31, 2013 (unaudited)	2
	Consolidated Statements of Operations – For the three months ended September 30, 2013 and 2012 (unaudited)	3
	Consolidated Statements of Operations – For the six months ended September 30, 2013 and 2012, and February 28, 2006 (Inception) to September 30, 2013 (unaudited)	4
	Consolidated Statements of Stockholders’ Equity – For the six months ended September 30, 2013 (unaudited)	5
	Consolidated Statements of Cash Flows – For the six months ended September 30, 2013 and 2012, and February 28, 2006 (Inception) to September 30, 2013 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 4.	Controls and Procedures.	16

PART II: OTHER INFORMATION
Item 1.	Legal Proceedings.	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 6.	Exhibits.	17
SIGNATURES		18

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2013			March 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	780,254		$	343,279
Other current assets		106,494			41,712
Total current assets		886,748			384,991
Debt issuance costs, net		191,717			245,653
Intangible assets, net		65,950			68,407
TOTAL ASSETS	$	1,144,415		$	699,051
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,689		$	42,512
Accrued liabilities		54,000			81,000
Total current liabilities		58,689			123,512
Notes payable – related parties, net of discounts of $457,767 and $542,227, respectively		642,233			557,773
Notes payable, net of discounts of $285,107 and $335,631, respectively		277,393			226,869
Accrued interest, including $122,877 and $67,726, respectively, for related parties		196,335			112,982
Derivative liabilities – related parties		103,873			189,503
Derivative liabilities		58,876			93,068
Total liabilities		1,337,399			1,303,707
Commitments and Contingencies (Notes 1 and 5)
Stockholders’ 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; 38,198,554 and 32,018,554 shares issued and outstanding, respectively		38,198			32,018
Additional paid-in capital		45,104,801			43,378,278
Deficit accumulated during the development stage		(45,335,983	)		(44,014,952	)
Total stockholders’ deficit		(192,984	)		(604,656	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,144,415		$	699,051

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

2

 OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,
	2013			2012
Operating expenses:
General and administrative (including share-based compensation of $167,964 and $860,728, respectively)	$	539,582		$	1,104,308
Research and development		98,750			127,500
Total operating expenses		638,332			1,231,808
Loss from operations		(638,332	)		(1,231,808	)
Non-operating income (expenses):
Equity loss from investment in related party		-			(138,058	)
Change in estimated fair value of derivative liabilities – related parties		97,875			56,173
Change in estimated fair value of derivative liabilities		39,413			63,195
Amortization of debt discount and debt issuance costs		(53,571	)		(37,254	)
Amortization of debt discount – related parties		(43,964	)		(16,162	)
Interest income (expense), net		(13,672	)		(13,680	)
Interest expense – related parties		(27,726	)		(12,603	)
Total non-operating income (expenses)		(1,645	)		(98,389	)
Net loss	$	(639,977	)	$	(1,330,197	)
Basic and diluted net loss per share	$	(0.02	)	$	(0.04	)
Weighted average shares outstanding – basic and diluted		38,196,380			32,018,554

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

3

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended September 30,						February 28, 2006 (Inception) to September 30, 2013
	2013			2012
Operating expenses:
General and administrative (including share-based compensation of $371,305, $1,737,035 and $21,790,599, respectively)	$	1,042,770		$	2,224,748		$	28,686,337
Research and development		126,588			149,778			2,532,421
License fee – related party		-			-			5,615,980
Charge for common stock issued pursuant to license agreements		-			-			763,240
Total operating expenses		1,169,358			2,374,526			37,597,978
Loss from operations		(1,169,358	)		(2,374,526	)		(37,597,978	)
Non-operating income (expenses):
Equity loss from investment in related party		-			(347,323	)		(1,401,724	)
Impairment of investment in related party		-			-			(282,297	)
Gain on sale of equity investment interest in related party		-			184,021			184,021
Change in estimated fair value of derivative liabilities –related parties		85,630			83,156			135,501
Change in estimated fair value of derivative liabilities		34,192			93,550			123,724
Amortization of debt discount and debt issuance costs		(104,460	)		(45,613	)		(298,641	)
Amortization of debt discount – related parties		(84,460	)		(21,172	)		(172,024	)
Interest income (expense), net		(27,424	)		(16,239	)		(121,075	)
Interest expense – related parties		(55,151	)		(17,671	)		(122,877	)
Charges for warrants issued to related parties		-			-			(2,351,587	)
Charges for modifications to warrants - related parties		-			-			(651,339	)
Charges for modifications to warrants		-			-			(2,779,687	)
Total non-operating income (expenses)		(151,673	)		(87,291	)		(7,738,005	)
Net loss	$	(1,321,031	)	$	(2,461,817	)	$	(45,335,983	)
Basic and diluted net loss per share	$	(0.04	)	$	(0.04	)
Weighted average shares outstanding – basic and diluted		36,167,844			32,018,546

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

4

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-in Capital		Deficit Accumulated During Development Stage			Total Stockholders’ Equity (Deficit)
	Shares		Amount		Shares		Amount
Balances at March 31, 2013		-	$	-		32,018,554	$	32,018	$	43,378,278	$	(44,014,952	)	$	(604,656	)
Common stock sold in private placement offering, net of offering costs (May 2013 at $0.25 per share)						6,160,000		6,160		1,355,238					1,361,398
Share-based compensation						20,000		20		371,285					371,305
Net loss												(1,321,031	)		(1,321,031	)
Balances at September 30, 2013		-	$	-		38,198,554	$	38,198	$	45,104,801	$	(45,335,983	)	$	(192,984	)

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

5

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended September 30,						February 28, 2006 (Inception) to September 30, 2013
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,321,031	)	$	(2,461,817	)	$	(45,335,983	)
Adjustments used to reconcile net loss to net cash used in operating activities:
Equity loss from investment in related party		-			347,323			1,401,724
Impairment of equity investment in related party		-			-			282,297
Gain on sale of equity investment interest in related party		-			(184,021	)		(184,021	)
Change in estimated fair value of derivative liabilities – related parties		(85,630	)		(83,156	)		(135,501	)
Change in estimated fair value of derivative liabilities		(34,192	)		(93,550	)		(123,724	)
Share-based compensation		371,305			1,737,035			21,790,599
Amortization of debt discount and debt issuance costs		104,460			45,613			298,641
Amortization of debt discount – related parties		84,460			21,172			172,024
Depreciation and amortization		2,457			1,677			50,081
Charges for modifications to warrants – related parties		-			-			651,339
Charges for modifications to warrants		-						2,779,687
Charge for warrants issued in merger and private placement transactions - related parties		-			-			2,351,587
Charge for warrant issued for purchase of license – related party		-			-			5,590,980
Common stock issued pursuant to license agreements		-			-			763,240
Contributed rent		-			-			19,740
Loss on disposal of equipment		-			-			2,444
Changes in operating assets and liabilities:
Other current assets		(64,782	)		(42,524	)		(108,593	)
Accounts payable		(37,823	)		(74,511	)		210,866
Accrued liabilities		(27,000	)		(112,598	)		(261,574	)
Accrued interest		83,353			34,726			196,335
Amounts due to related parties		-			-			207,632
Net cash used in operating activities		(924,423	)		(864,631	)		(9,380,180	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equity investment in related party		-			500,000			500,000
Purchase of equity investment in related party		-			-			(2,000,000	)
Proceeds from reverse mergers		-			-			11,750
Purchase of licenses		-			-			(66,555	)
Purchase of property and equipment		-			-			(7,423	)
Net cash provided by (used in) investing activities		-			500,000			(1,562,228	)

6

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

	For the Six Months Ended September 30,				February 28, 2006 (Inception) to September 30, 2013
	2013		2012
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of convertible notes		-		472,220		502,970
Proceeds from the sale of convertible notes – related parties		-		440,000		942,391
Net proceeds from the sale of common stock		1,361,398		-		9,091,213
Proceeds from the issuance of notes payable to related parties		-		-		825,000
Proceeds from exercise of common stock warrants		-		-		236,088
Proceeds from the sale of common stock warrants		-		-		125,000
Net cash provided by financing activities		1,361,398		912,220		11,722,662
Net increase in cash and cash equivalents		436,975		547,589		780,254
Cash and cash equivalents at beginning of period		343,279		133,120		-
Cash and cash equivalents at end of period	$	780,254	$	680,709	$	780,254

	For the Six Months Ended September 30,
	2013		2012
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock purchase warrants paid to placement agent	$	-	$	87,429

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

7

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – OVERVIEW AND BASIS OF PRESENTATION

Overview

We are a biopharmaceutical company that was formed to explore new methods of use of alpha-1 antitrypsin (“AAT”), also referred to as “plasma-derived AAT” (“p-AAT”). p-AAT is purified from human blood and has been found to have significant anti-inflammatory and tissue protective effects in numerous animal models of human disease. In 2012, we began to fund the research and development of several synthetic proteins involving the dimeric fusion of AAT and an Fc component of immunoglobulin (“Fc-AAT”).

We hold a license to an issued method of use patent for the treatment of diabetes using p-AAT with a privately-held company, Bio Holding, Inc. In addition, we hold licenses with the Regents of the University of Colorado (“RUC”) for method of use patents and patent applications (“Use Patents”) covering the use of p-AAT in the following indications: cellular transplantation and graft rejection, radiation protection, certain bacterial and viral diseases, myocardial remodeling and inflammatory bowel disease. We also hold licenses with RUC for patent applications covering composition of matter for various Fc-AAT constructs. We recently received a Notice of Allowance from the U.S. patent office for composition of matter claims related to our lead Fc-AAT molecule targeted for clinical development in conditions such as Type 1 diabetes, graft versus host disease or refractory gout.

Basis of Presentation

The accompanying unaudited consolidated financial statements are comprised of Omni Bio Pharmaceutical, Inc. and its wholly-owned subsidiary, Omni Bio Operating, Inc., and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, and reflect all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation in accordance with US GAAP. The results of operations for interim periods presented are not necessarily indicative of the operating results for the full year. These unaudited consolidated financial statements should be read in connection with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 (the “2013 Form 10-K”). The balances as of March 31, 2013 are derived from our audited consolidated financial statements.

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

Going Concern

The accompanying financial statements have been prepared in conformity with 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. However, the report of our independent registered public accounting firm on our consolidated financial statements, as of and for the year ended March 31, 2013, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification resulted from, among other things, our development-stage status, no revenue recognized since inception, our net losses since inception and the outstanding and currently anticipated contractual commitments for research and development efforts. As of September 30, 2013, we remain a development stage company and our focus continues to be on raising capital to fund current operations and research and development efforts on Fc-AAT. As of September 30, 2013, we had a deficit accumulated from inception of $45.3 million, which included total non-cash charges from inception of approximately $34.6 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.

8

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

Reclassifications

Certain reclassifications have been made in the financial statements for the three and six months ended September 30, 2012 to conform to the presentation for the three and six months ended September 30, 2013.

Recently Issued Accounting Standard Updates

We have reviewed all of the FASB’s Accounting Standard Updates through the filing date of this report and have concluded that none will have a material impact on our future consolidated financial statements.

NOTE 2 – FINANCING TRANSACTIONS

On May 31, 2013, we completed a financing under a private placement offering (the “2013 Private Placement”), pursuant to which we entered into subscription agreements for the sale of 6,160,000 shares of our common stock at a purchase price of $0.25 per share, which aggregated gross cash proceeds of $1,540,000. A total of 4,600,000 shares of our common stock were sold to two significant stockholders. After deducting offering expenses, including commissions and expenses paid to the placement agent, legal and accounting fees, net proceeds to the Company from the 2013 Private Placement totaled approximately $1,361,000. We anticipate using the net proceeds from the 2013 Private Placement for general working capital requirements and certain research and development projects.

GVC Capital LLC (“GVC Capital”), a former related party, served as the placement agent for the 2013 Private Placement and was paid a 10% commission of the gross proceeds raised. Two of our former directors are Senior Managing Partners in GVC Capital. In addition, we were obligated to sell for a nominal fee to GVC Capital for services rendered as the placement agent warrants (the “2013 PA Warrants”) to purchase 10% of the total securities sold in the 2013 Private Placement at an exercise price of $0.25 per share. Under the terms of the 2013 Private Placement, we issued 616,000 2013 PA Warrants. The 2013 PA Warrants carry a five year life, expire on June 30, 2018 and contain a cashless exercise provision.

As a result of the purchase price of $0.25 per share from the 2013 Private Placement and pursuant to the conversion price terms of the convertible notes issued by us during the fiscal year ended March 31, 2013 (the “Convertible Notes”), the respective conversion prices of those notes were reset from $1.00 to $0.25. This resulted in an increase in the aggregate potential convertible shares from the conversion of the Convertible Notes from 1,662,500 to 6,650,000 shares of our common stock.

NOTE 3 – CONTRACTUAL COMMITMENTS

Effective July 1, 2013, we executed an amendment to a sponsored research agreement (“SRA”) with RUC related to our Fc-AAT constructs (the “Fc-AAT SRA Amendment”) for the period from July 1, 2013 to September 30, 2013 in the amount of $52,500. We are under no obligation for any work performed under this SRA beyond September 30, 2013. The Fc-AAT SRA Amendment related to the original SRA covering Fc-AAT that was executed in March 2012.

9

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

NOTE 4 – NET LOSS PER SHARE

Basic loss per share is computed based on the weighted average number of common shares outstanding during the period presented. 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. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. As of September 30, 2013, potentially dilutive securities included approximately 23.1 million common stock purchase warrants and 6.7 million shares issuable from conversion of the Convertible Notes. As of September 30, 2012, potentially dilutive securities included 15.1 million common stock purchase warrants and 1.1 million shares issuable from conversion of the Convertible Notes.

NOTE 5 – SHARE-BASED COMPENSATION

All equity-based awards to employees, directors and consultants are recognized in the consolidated financial statements at the fair value of the award on the grant date.

On June 24, 2013, we granted and issued to Robert Ogden, our Chief Financial Officer, a warrant to purchase 300,000 shares of our common stock at an exercise price of $0.28 per share. This warrant has a seven year life and 100,000 of the shares underlying this warrant vested and became exercisable on June 24, 2013. The remaining shares underlying this warrant vest and become exercisable in three equal annual installments on June 24, 2014, June 24, 2015 and June 24, 2016, provided that Mr. Ogden remains in continuous service with Omni as of each vesting date. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: closing stock price on date of grant of $0.28, exercise price of $0.28, expected term of the warrant of seven years, volatility of 100% and risk-free interest of 1.31%. The estimated fair value ascribed to this warrant was $69,089 or $0.23 per share.

On July 11, 2013, we granted and issued to a scientific consultant for services rendered 20,000 shares of our common stock. We valued this stock award at $5,800, or $0.29 per share, which represented the closing price of our common stock as quoted on the OTCBB exchange on the date of grant. This stock award vested immediately.

On July 15, 2013, we granted and issued to one of our directors a warrant to purchase 250,000 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $59,812.

On July 15, 2013, we granted and issued to Bruce Schneider, our Chief Executive Officer, a warrant to purchase 326,210 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $78,044. We granted this warrant to Dr. Schneider pursuant to an anti-dilution provision of his employment agreement with the Company.

On July 15, 2013, we granted and issued to a consultant a warrant to purchase 112,135 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $26,828. We granted this warrant to the consultant pursuant to an anti-dilution provision of his consulting agreement with the Company.

10

OMNI BIO PHARMACEUTICAL, INC. & SUBSIDIARY

(A Development Stage Company)

Notes to Consolidated Financial Statements (Unaudited)

Share-based compensation related to warrants and restricted stock units recorded for the three and six months ended September 30, 2013 and 2012 was as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2013		2012		2013		2012
Employees and directors	$	135,336	$	860,728	$	309,491	$	1,721,456
Outside consultants		32,628		-		61,814		15,579
	$	167,964	$	860,728	$	371,305	$	1,737,035

As of September 30, 2013, there was approximately $205,233 of total unrecognized compensation cost related to non-vested share-based compensation arrangements that is expected to be recognized over a weighted-average period of approximately 1.2 years.

A summary of activity related to warrants issued to employees, directors and consultants under share-based compensation agreements for the six months ended September 30, 2013 is as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at March 31, 2013		8,907,999	$	1.98
Granted		988,345	$	0.29
Exercised		-		-
Forfeited/expired/canceled		-		-
Outstanding at September 30, 2013		9,896,344	$	0.88		5.0	$	-
Vested and exercisable at September 30, 2013		9,446,344	$	0.89		4.9	$	-

11

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS 

The following discussion contains forward-looking statements regarding us, our business, prospects, results of operations and cash flows 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 products and services that are commercially successful; the ability of BioMimetix Pharmaceutical, Inc., an equity investee (“BioMimetix”), to successfully develop new products and services for new markets; the impact of competition on our business, changes in law or regulatory requirements that adversely affect our ability to market our products; the cost and success of our research and development efforts; delays in the introduction of our products or services into the market; our ability to protect the intellectual property we license; our ability to secure adequate financing for our operations; and our failure to keep pace with our competitors. For additional factors that may affect the validity of our forward-looking statements, see the risk factors set forth in Part I. Item 1A “Risk Factors” of our 2013 Form 10-K.

When used in this report, 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 (“SEC”) that attempt to advise interested parties of the risks and factors that may affect our business.

Overview

We are a biopharmaceutical company that was formed to explore new methods of use of an FDA-approved drug, alpha-1 antitrypsin (“AAT”), also referred to as “plasma-derived AAT” or “p-AAT.” p-AAT is purified from human blood and has been found to have significant anti-inflammatory and tissue protective effects in numerous animal models of human disease. p-AAT has a greater than 25-year safety record as an approved treatment for emphysema in p-AAT-deficient patients (“AAT-Deficiency”), an annual market that is currently estimated between $600 to $700 million.

Our initial strategy was based on licensing “methods of use” patents and patent applications from RUC that cover new indications for p-AAT and commercializing these with the current four p-AAT manufacturers (the “p-AAT Manufacturers”). In addition, we funded sponsored research agreements (“SRAs”) in the areas of bacterial disorders, viral disorders and diabetes. Our initial targeted markets were infectious diseases, including biohazards, but in 2009 we changed our focus to auto-immune and inflammatory diseases, such as Type 1 diabetes, also known as “juvenile diabetes.”

An important outcome of the research that we have supported over the past several years has been to confirm in both animal models and in human studies that p-AAT has potent anti-inflammatory and immune modifying activity. A substantial medical literature base now exists demonstrating that p-AAT (e.g. commercially available or plasma purified) should be effective in the treatment of a number of common diseases, including diabetes. We believe these findings in combination with p-AAT’s proven safety record in human subjects provide a strong foundation to support using it to treat diseases and conditions that we have licenses to pursue.

We have recently executed agreements for research grants to support two GvHD clinical trials using p-AAT that are being conducted at the University of Michigan and the Fred Hutchinson Cancer Research Center. These trials recently commenced.

In the second half of 2011, we began to fund research and development for our Fc-AAT compound. In January 2013, we chose a specific form of the Fc-AAT molecule as our lead molecule (“Fc-AAT 2”) and have placed it into preclinical development. Fc-AAT 2 is analogous to the highly successful drug, Enbrel®, in that a naturally occurring human protein is fused to the Fc portion of an immunoglobulin antibody in order to increase potency and provide for longer lasting blood levels. Worldwide regulatory agencies have a long history of approving recombinant drugs made in this fashion.

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In November 2013, we received a Notice of Allowance from the United States Patent and Trademark Office for a patent for the composition of matter of Fc-AAT 2. The claims contained in this Notice of Allowance cover full-length AAT nucleic acid constructs that encode polypeptide components of the Fc-AAT 2 molecule as well as other AAT fusion polypeptides. Similar patent applications covering Fc-AAT 2 remain under review in Europe and Canada. Patent applications for a series of follow-on Fc-AAT constructs are also pending on a worldwide basis.

Results of Operations – For the Three Months Ended September 30, 2013 Compared to the Three Months Ended September 30, 2012

The following discussion relates to our operations for the three months ended September 30, 2013 (the “September 2013 quarter”) as compared to the three months ended September 30, 2012 (the “September 2012 quarter”).

General and administrative expenses - General and administrative expenses for the September 2013 quarter were $539,582, which included $167,964 of share-based compensation, as compared to $1,104,308 in the September 2012 quarter, which included $860,728 of share-based compensation. As we have disclosed in prior filings, management views general and administrative expenses exclusive of share-based compensation as an important non-GAAP measure. As a development stage company, we believe that excluding the impact of share-based compensation better reflects the recurring economic characteristics of our business to shareholders and investors. Accordingly, excluding share-based compensation, general and administrative expenses in the September 2013 quarter were $371,618 as compared to $243,580 for the September 2012 quarter, an increase of $128,038, or approximately 53%. This increase was primarily due to higher expenses in the September 2013 quarter in certain expense categories, most notably officer salaries and related taxes of $25,000; business and regulatory consulting fees of $26,000; public and investors relations of $17,000; and minimum royalties due under license agreements with RUC of $55,000.

Research and development expenses – Research and development expenses for the September 2013 quarter were $98,750 as compared to $127,500 in the September 2012 quarter. This decrease was primarily due to a decrease in expense related to the Fc-AAT SRA as a result of the timing of an extension of the Fc-AAT SRA that was executed in the September 2012 quarter.

Non-operating income (expenses) – Net non-operating expenses for the September 2013 quarter were $1,645 as compared to $98,389 for the September 2012 quarter, a decrease of $96,744. This decrease was primarily due to a decrease of $138,058 in non-operating expenses associated with the equity loss from BioMimetix and an increase of $17,920 in non-operating income from the change in the derivative liabilities related to the Convertible Notes. Our investment in BioMimetix was fully written-off as of March 31, 2013.

Results of Operations – For the Six Months Ended September 30, 2013 Compared to the Six Months Ended September 30, 2012

The following discussion relates to our operations for the six months ended September 30, 2013 (the “September 2013 period”) as compared to the six months ended September 30, 2012 (the “September 2012 period”).

General and administrative expenses - General and administrative expenses for the September 2012 period were $1,042,770, which included $371,305 of share-based compensation, as compared to $2,224,748 in the September 2012 period, which included $1,737,035 of share-based compensation. As described above, management views general and administrative expenses exclusive of share-based compensation as an important non-GAAP measure. Excluding share-based compensation, general and administrative expenses in the September 2013 period were $671,465 as compared to $487,713 for the September 2012 period, an increase of $183,752 or approximately 38%. This increase was primarily due to higher expenses in the September 2013 period in certain expense categories, most notably officer salaries of approximately $36,000; business and regulatory consulting fees of $49,000; public and investors relations of $27,000; and minimum royalties due under license agreements with RUC of $80,000; and travel of $16,000. Partially offsetting this net increase was a decrease in legal expenses of approximately $22,000.

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Research and development expenses – Research and development expenses for the September 2013 period were $126,588 as compared to $149,778 in the September 2012 period. This decrease was primarily due to a decrease in expense related to the Fc-AAT SRA as a result of the timing of an extension of the Fc-AAT SRA that was executed in the September 2012 period.

Non-operating income (expenses) – Net non-operating expenses for the September 2013 period were $151,673 as compared to $87,291 for the September 2012 period, an increase of $64,382. This increase was primarily due to increases in non-operating expenses of $170,800 related to interest expense and amortization expense for debt discounts and debt issuance costs associated with the Convertible Notes; a decrease of $184,021 in non-operating income related to a gain on sale of an equity interest in BioMimetix; and a decrease of $56,884 in non-operating income from the change in the derivative liabilities associated with the Convertible Notes. Offsetting the net increase in net non-operating expenses was a decrease of $347,323 in non-operating expenses associated with the equity loss from BioMimetix.

Liquidity and Capital Resources 

The accompanying financial statements have been prepared in conformity with 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. However, the report of our independent registered public accounting firm on our consolidated financial statements, as of and for the year ended March 31, 2013, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification resulted from, among other things, our development-stage status, no revenue recognized since inception, our net losses since inception and the outstanding and currently anticipated contractual commitments for research and development efforts. As of September 30, 2013, we remain a development stage company and our focus continues to be on raising capital to fund current operations and research and development efforts on Fc-AAT. As of September 30, 2013, we had a deficit accumulated from inception of $45.3 million, which included total non-cash charges from inception of approximately $34.6 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.

Recent Financing

On May 31, 2013, we completed the financing under the 2013 Private Placement, pursuant to which we sold 6,160,000 shares of our common stock at a purchase price of $0.25 per share, which aggregated gross cash proceeds of $1,540,000. A total of 4,600,000 shares of our common stock were sold to two significant stockholders. After deducting offering expenses, including commissions and expenses paid to the placement agent, legal and accounting fees, net proceeds to the Company from such sales totaled approximately $1,361,000. We anticipate using the net proceeds from the 2013 Private Placement for general working capital requirements and certain research and development projects.

GVC Capital, a former related party, served as the placement agent for the 2013 Private Placement and was paid a 10% commission of the gross proceeds raised. Two of our former directors are Senior Managing Partners in GVC Capital. In addition, we were obligated to sell for a nominal fee to GVC Capital for services rendered as the placement agent the 2013 PA Warrants to purchase 10% of the total securities sold in the 2013 Private Placement at an exercise price of $0.25 per share. Under the terms of the 2013 Private Placement, we issued 616,000 2013 PA Warrants. The 2013 PA Warrants carry a five year life, expire on June 30, 2018 and contain a cashless exercise provision.

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As a result of the purchase price of $0.25 per share from the 2013 Private Placement and pursuant to the conversion price terms of the Convertible Notes issued by us during the fiscal year ended March 31, 2013, the respective conversion prices of those notes were reset from $1.00 to $0.25. This resulted in an increase in the aggregate potential convertible shares from the conversion of the Convertible Notes from 1,662,500 to 6,650,000 shares of our common stock.

Cash and Cash Equivalents

We consider all liquid investments purchased within 90 days of their original maturity to be cash equivalents. Our cash and cash equivalents at September 30, 2013, March 31, 2013 and September 30, 2012 were approximately $0.8 million, $0.3 million and $0.7 million, respectively.

Cash Flows from Operating Activities 

For the September 2013 period, net cash used in operations was $924,423. The primary uses of cash from operations were general and administrative expenses, excluding share-based compensation, which totaled $671,465; research and development expenses of $126,588; an increase in prepaid expenses of $64,782, primarily related to the payment of the full premium on the Company’s director and officer liability insurance policy in June 2013; and a reduction in accounts payable and accrued liabilities of $64,823 as a result of paying-off certain past due obligations in the September 2013 period due to our liquidity position as of March 31, 2013. Offsetting these uses of cash from operations was an increase in accrued interest associated with the Convertible Notes of $83,353.

For the September 2012 period, net cash used in operating activities was $864,631. The primary uses of cash from operations were general and administrative expenses, excluding share-based compensation, which totaled $487,713; research and development expenses of $149,778; a decrease in accrued expenses of $100,000 related to the final payment made in July 2011 under a settlement agreement for an SRA, an increase in prepaid expenses of $42,524, primarily as a result of a higher portion of the premium on the Company’s director and officer liability insurance policy paid in the September 2012 period; and a decrease in accounts payable of $74,511 in the September 2012 period due to our liquidity position as of March 31, 2012. Offsetting these uses of cash from operations was an increase in accrued interest associated with the Convertible Notes of $34,726.

Cash Flows from Investing Activities 

For the September 2013 period, we did not generate or expend cash from investing activities. For the September 2012 period, we generated $500,000 of cash from investing activities from the sale of 62,500 shares of BioMimetix common stock to BioMimetix.

Cash Flows from Financing Activities

For the September 2013 period, we generated $1,361,398 of net cash from financing activities from the 2013 Private Placement. This amount was net of offering costs of approximately $179,000. For the September 2012 period, we generated $912,220 of net cash from financing activities from a private placement. This amount was net of offering costs of approximately $150,000.

Anticipated Cash Commitments

As of September 30, 2013, we have cash and cash equivalents on hand of approximately $0.8 million, which we expect will allow us to operate into our fiscal quarter ended March 31, 2014 based on current operating levels and currently budgeted research and development projects. We will need to raise additional capital to operate beyond that period to carry out our business plan and to fund the first stages of scale-up, synthesis and toxicity testing of our Fc-AAT 2 construct. We are actively seeking new capital and exploring various alternatives including equity and debt capital and potential sales of assets. Failure to obtain additional capital will have a material adverse impact on our ability to continue to operate as a going concern and may cause us to cease our operations. There can be no assurance that additional capital will be available to us on acceptable terms or at all.

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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 contained in our 2013 Form 10-K. The accounting policies most fundamental to the understanding of our financial statements are our use of estimates, including the computation of share-based compensation; research and development cost; capitalization of license agreements and impairment analysis of long-term assets; and the valuation, classification and recording of debt and equity transactions, including those that include stock purchase warrants and derivatives.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We are responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 30, 2013, and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of that date.

Change in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION.

Item 1.  Legal Proceedings.

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

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

On July 11, 2013, we granted and issued to a scientific consultant for services rendered 20,000 restricted shares of our common stock. This stock award vested immediately and was issued under Section 4(2) of the Securities Act of 1933, as amended.

On July 15, 2013, we granted and issued to Bruce Schneider, our Chief Executive Officer, a warrant to purchase 326,210 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. This warrant was issued under Section 4(2) of the Securities Act of 1933, as amended.

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On July 15, 2013, we granted and issued to a consultant a warrant to purchase 112,135 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. This warrant was issued under Section 4(2) of the Securities Act of 1933, as amended.

Item 6. Exhibits.

EXHIBIT # DESCRIPTION

3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on March 2, 2007)

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 5, 2010)

3.3 Articles of Amendment for Across America Financial Services, Inc. including Amendment to Articles of Incorporation of Across America Financial Services, Inc. (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on June 2, 2009)

10.1 Warrant dated June 24, 2013 issued to Robert C. Ogden*

10.2 Warrant dated July 15, 2013 issued to Bruce E. Schneider*

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

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

32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101 DEF  XBRL Taxonomy Extension Definition Linkbase Document

* Represents management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements 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.

	OMNI BIO PHARMACEUTICAL, INC.
November 14, 2013	By: /s/ Robert C. Ogden
	Robert C. Ogden
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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EX-10

Exhibit 10.1

WARRANT – BOD #25

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

OF OMNI BIO PHARMACEUTICAL, INC.

Warrant to Purchase 300,000 Shares of Common Stock

(subject to adjustment as set forth herein)

Exercise Price $0.28 Per Share

(subject to adjustment as set forth herein)

VOID AFTER 5 P.M., MST, June 24, 2020

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION FILED IN ACCORDANCE WITH THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

Omni Bio Pharmaceutical, Inc. (“Omni”), 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111, (the "Company"), hereby certifies that, for value received, Robert Ogden, 6042 S. Sheridan Way, Littleton, CO 80123, (who, together with any subsequent holder of this warrant (“Warrant”), is referred to as the "Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company at any time before 5 PM, MDT, on June 24, 2020 ("Expiration Date”), up to Three hundred thousand (300,000) shares of the Company's $.001 par value Common Stock (the "Shares") at a purchase price of $0.28 per Share (the "Exercise Price").

The term "Warrant" as used herein shall include this Warrant and any Warrants issued in substitution for or replacement of this Warrant, or any Warrants into which this Warrant may be divided or exchanged. The number and character of the securities purchasable upon exercise of this Warrant and the Exercise Price are subject to adjustment as provided below.

Shares underlying this Warrant (the “Warrant Shares”) shall vest and become exercisable according to the schedule below assuming that the Holder has continuously served as an employee, non-employee director, advisor or consultant of the Company through such date subject to Sections 12, 13 and 14 below.

Vest Date	# of Shares
June 24, 2013		100,000
June 24, 2014		66,667
June 24, 2015		66,667
June 24, 2016		66,666

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1. Exercise of Warrant.

(a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or in part at any time, and from time to time before the Expiration Date, by the Holder's presentation and surrender of this Warrant to the Company at its principal office, accompanied by a duly executed Notice of Exercise, in the form attached to and by this reference incorporated in this Warrant as Exhibit A, and by payment of the aggregate Exercise Price, in immediately available funds, for that number of Shares specified in the Notice of Exercise. In the event this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase that number of Shares as to which this Warrant has not been exercised.

(b) Upon receipt of this Warrant by the Company as described in subsection (a) above, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company may then be closed or that certificates representing such Shares may not have been prepared or actually delivered to the Holder.

2. Anti-Dilution Provisions.

2.1 Stock Splits, Dividends, Etc.

(a) If the Company shall at any time subdivide its outstanding shares of Common Stock (or other securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this 3 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefore.

(b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 3, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

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2.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property received upon the exercise of this Warrant after such consummation.

2.3 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of this Warrant, the Company at its expense shall promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing the facts upon which such adjustment is based. The Company shall forthwith mail a copy of each such certificate to each Holder. The failure to prepare or provide such certificate shall not modify the rights of any party hereunder.

2.4 Notices of Record Date, Etc. In case:

(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, and this Warrant may be exercised prior to said date during the term of this Warrant.

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2.5 Threshold for Adjustments. Anything in this Section 3 to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment until the cumulative resulting adjustment in the Exercise Price pursuant to this Section 3 shall have required a change of the Exercise Price by at least $.01, but when the cumulative net effect of more than one adjustment so determined shall be to change the Exercise Price by at least $.01, such full change in the Exercise Price shall thereupon be given effect. No adjustment shall be made by reason of the issuance of shares upon conversion rights, stock issuance rights or similar rights currently outstanding or any change in the number of treasury shares held by the Company.

3. Reservation of Shares. The Company hereby agrees that at all times prior to the Expiration Date, it will have authorized and will reserve and keep available for issuance and delivery to the Holder that number of Shares that may be required from time to time for issuance and delivery upon the exercise of the then unexercised portion of this Warrant and all other similar Warrants then outstanding and unexercised.

4. Representations of the Holder.

(a) The Holder represents and warrants that the Holder is acquiring this Warrant and the Shares solely for the Holder’s own. The Holder also represents that the entire legal and beneficial interests of this Warrant and Shares the Holder is acquiring are being acquired for, and will be held for, the Holder’s account only.

(b) The Holder understands that this Warrant and the Shares have not been registered under the Act, or the securities laws of any applicable state, on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding the Holder’s representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.

(c) The Holder recognizes that this Warrant and the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register this Warrant or the Shares, or to comply with any exemption from such registration. This Warrant, the Shares, and all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities statutes.

(d) The Holder is aware that neither this Warrant nor the Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met.

(e) The Holder understands and agrees that all certificates evidencing the Exercise Shares shall bear legends substantially in the form of the following:

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"The securities represented by this Certificate have not been registered under the Securities Act of 1933 ("the Act") and are 'restricted securities' as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company."

5. Rights of the Holder. The Holder shall not be entitled to any rights as a shareholder in the Company by reason of this Warrant, either at law or equity, except as specifically provided for herein. The Company covenants, however, that for so long as this Warrant is at least partially unexercised, it will furnish any Holder of this Warrant, upon the written request by the Holder, with copies of all reports and communications furnished to the shareholders of the Company.

6. Charges Due Upon Exercise. The Company shall pay any and all issue or transfer taxes, including, but not limited to, all federal or state taxes, that may be payable with respect to the transfer of this Warrant or the issue or delivery of Shares upon the exercise of this Warrant.

7. Shares to be Fully Paid. The Company covenants that all Shares that may be issued and delivered to a Holder of this Warrant upon the exercise of this Warrant will be, upon such delivery, validly and duly issued, fully paid and non-assessable.

8. Notices. All notices, certificates, requests, or other similar items provided for in this Warrant shall be in writing and shall be personally delivered or deposited in the United States mail, postage prepaid, addressed to the respective party as indicated in the portions of this Warrant preceding Section 1. All notices shall be deemed to be delivered upon personal delivery. The addresses of the parties may be changed, and addresses of other Holders and holders of Shares may be specified, by written notice delivered pursuant to this Section 9. The Company's principal office shall be deemed to be the address provided pursuant to this Section 9 for the delivery of notices to the Company.

9. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Colorado, and courts located in Colorado shall have exclusive jurisdiction over all disputes arising hereunder except as provided in Section 10 hereof.

10. Dispute Resolution.  The parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Warrant, or the breach, termination, or validity thereof (a “Dispute”) promptly by negotiation between the parties. If a Dispute has not been resolved within thirty (30) days by negotiation, the parties shall attempt to mediate the Dispute through the selection of a mutually agreeable mediator who shall conduct such mediation in confidence. If a Dispute is not resolved by mediation, then the Dispute shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, except as otherwise provided herein. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Arapahoe County, Colorado. Each party shall be responsible for his own attorney fees incurred during any phase of dispute resolution. The arbitrator shall apply the law to the dispute in the same manner as a judge as though the dispute was before a court of law of the State of Colorado. The arbitrator shall have the authority to award any remedy or relief that a court of the State of Colorado could order or grant, including, without limitation, specific performance of any obligation created under the Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. Notwithstanding the foregoing, the arbitrator shall not have authority to award punitive damages. The parties shall take all reasonable steps necessary to conduct a hearing no later than forty-five (45) days after submission of the matter to arbitration. The arbitrator shall render his decision within fifteen (15) days after the close of the arbitration hearing. The arbitration award shall be in writing and shall specify the factual and legal bases for the award.

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11. Market Standoff Agreement. The Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by the Holder, for a period of time specified by the managing underwriter(s) or placement agent(s), as applicable, (not to exceed one hundred eighty (180) days) following the effective date of a primary underwritten public offering by the Company of any Common Stock (or other securities) or private placement by the Company of any Common Stock (or other securities). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) or placement agent(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters or placement agents of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

12. Change of Control of the Company. As used herein, a "Change of Control" shall be deemed to have occurred if:

(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than persons who are stockholders on the effective date of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a stockholder and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company immediately prior to the transaction will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or

(a) The stockholders of the Company approve (or, if stockholder approval is not required, the Board approves) an agreement providing for (i) the merger or consolidation of the Company with another corporation where the stockholders of the Company immediately prior to the merger or consolidation will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) the sale or other disposition of all or substantially all of the assets of the Company, or (iii) a liquidation or dissolution of the Company.

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13. Consequences of a Change of Control

(a)             Notice and Acceleration. Upon a Change of Control, (i) the Company shall provide the Holder a written notice of such Change of Control, (ii) on the date prior to the Change of Control the Warrant shall automatically accelerate and become fully exercisable, and (iii) the restrictions and conditions on the Warrant shall immediately lapse.

(b)             Assumption of Warrant. Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), any outstanding portion of the Warrant that is not exercised shall be assumed by, or replaced with comparable warrants and/or options by, the surviving corporation.

14. Termination of Employment, Services, Disability or Death

(a) In the event the Holder ceases to be employed by, or provide service to, the Company for any reason other than Disability, death, or termination for Cause, any unvested Warrant Shares will be forfeited and cancelled on the date on which the Holder ceases to be employed by, or provide service to, the Company.

(b) In the event the Holder ceases to be employed by, or provide service to, the Company due to termination for Cause by the Company, this Warrant shall terminate as of the date the Holder ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 15, if the Company determines that the Holder has engaged in conduct that constitutes Cause at any time while the Holder is employed by, or providing service to, the Company or after the Holder's termination of employment or service, this Warrant shall immediately terminate, and the Holder shall automatically forfeit all Shares underlying any exercised portion of this Warrant for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Holder for such shares. Upon any exercise of this Warrant, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture.

(c) In the event the Holder ceases to be employed by, or provide service to, the Company due to Disability or death, all Warrant Shares shall immediately become vested and exercisable. In the circumstance of death, this Warrant shall pass to the Holder’s estate.

For purposes of this Section 14:

(1) "Employed by, or provide service to, the Company" shall mean employment or service as an employee, non-employee director, advisor or consultant (so that, for purposes of exercising this Warrant, the Holder shall not be considered to have terminated employment or service until the Holder ceases to be an employee, non-employee director, advisor or consultant).

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(2) "Disability" shall mean the Holder becoming disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(3) "Cause" shall mean, except to the extent specified otherwise by the Company or its Board of Directors (the “Board”), a finding by the Company or Board that the Holder (i) has breached his or her employment or service contract with the Company, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information or (iv) has engaged in such other behavior detrimental to the interests of the Company as the Company or Board determine.

15. Miscellaneous Provisions.

(a) Subject to the terms and conditions contained herein, this Warrant shall be binding on the Company and its successors and shall inure to the benefit of the original Holder, its successors and assigns and all holders of Shares and the exercise of this Warrant in full shall not terminate the provisions of this Warrant as it relates to holders of Shares.

(b) If the Company fails to perform any of its obligations hereunder, it shall be liable to the Holder for all damages, costs and expenses resulting from the failure, including, but not limited to, all reasonable attorney's fees and disbursements.

(c) This Warrant cannot be changed or terminated or any performance or condition waived in whole or in part except by an agreement in writing signed by the party against whom enforcement of the change, termination or waiver is sought.

(d) If any provision of this Warrant shall be held to be invalid, illegal or unenforceable, such provision shall be severed, enforced to the extent possible, or modified in such a way as to make it enforceable, and the invalidity, illegality or unenforceability shall not affect the remainder of this Warrant.

(e) The Company agrees to execute such further agreements, conveyances, certificates and other documents as may be reasonably requested by the Holder to effectuate the intent and provisions of this Warrant.

(f) Paragraph headings used in this Warrant are for convenience only and shall not be taken or construed to define or limit any of the terms or provisions of this Warrant. Unless otherwise provided, or unless the context shall otherwise require, the use of the singular shall include the plural and the use of any gender shall include all genders.

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		OMNI BIO PHARMACEUTICAL, INC.
ATTEST:
By		By
	Robert Ogden		Vicki Barone
	Secretary		Chairperson of the Board
Date		Date

9

EXHIBIT A

NOTICE OF EXERCISE

(To be executed by a Holder desiring to exercise the right to purchase Shares pursuant to a Warrant.)

The undersigned Holder of a Warrant hereby

(a)     irrevocably elects to exercise the Warrant to the extent of purchasing _______________ Shares;

(b)     makes payment in full of the aggregate Exercise Price for those Shares in the amount of $                          by the delivery of immediately available funds in the amount of $                         ;

(c)     requests that certificates evidencing the securities underlying such Shares be issued in the name of the undersigned, or, if the name and address of some other person is specified below, in the name of such other person:

 

(Name and address of person other than the  

undersigned in whose name Shares are to be registered)

(d)     requests, if the number of Shares purchased are not all the Shares purchasable pursuant to the unexercised portion of the Warrant, that a new Warrant of like tenor for the remaining Shares purchasable pursuant to the Warrant be issued and delivered to the undersigned at the address stated below.

Dated:
		Signature
		(This signature must conform in all respects
		to the name of the Holder as specified on the
		face of the Warrant.)
Social Security Number
or Employer ID Number		Printed Name
	Address:

EX-10

Exhibit 10.2

WARRANT – BOD #26

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

OF OMNI BIO PHARMACEUTICAL, INC.

Warrant to Purchase 326,210 Shares of Common Stock

(subject to adjustment as set forth herein)

Exercise Price $0.29 Per Share

(subject to adjustment as set forth herein)

VOID AFTER 5 P.M., MST, July 15, 2020

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR QUALIFICATION FILED IN ACCORDANCE WITH THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.

Omni Bio Pharmaceutical, Inc. (“Omni”), 5350 South Roslyn, Suite 430, Greenwood Village, CO 80111, (the "Company"), hereby certifies that, for value received, Bruce E. Schneider, 112 Shandon Place, Malvern, PA 19355 (who, together with any subsequent holder of this warrant (“Warrant”), is referred to as the "Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company at any time before 5 PM, MDT, on July 15, 2020 ("Expiration Date”), up to Three hundred twenty-six thousand two hundred ten (326,210) shares of the Company's $.001 par value Common Stock (the "Shares") at a purchase price of $0.29 per Share (the "Exercise Price").

The term "Warrant" as used herein shall include this Warrant and any Warrants issued in substitution for or replacement of this Warrant, or any Warrants into which this Warrant may be divided or exchanged. The number and character of the securities purchasable upon exercise of this Warrant and the Exercise Price are subject to adjustment as provided below.

1. Vesting of Warrants

The Warrants shall vest and become exercisable on July 15, 2013.

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2. Exercise of Warrant.

(a) Subject to the other terms and conditions of this Warrant, the purchase rights evidenced by this Warrant may be exercised in whole or in part at any time, and from time to time before the Expiration Date, by the Holder's presentation and surrender of this Warrant to the Company at its principal office, accompanied by a duly executed Notice of Exercise, in the form attached to and by this reference incorporated in this Warrant as Exhibit A, and by payment of the aggregate Exercise Price, in immediately available funds, for that number of Shares specified in the Notice of Exercise. In the event this Warrant is exercised in part only, as soon as is practicable after the presentation and surrender of this Warrant to the Company for exercise, the Company shall execute and deliver to the Holder a new Warrant, containing the same terms and conditions as this Warrant, evidencing the right of the Holder to purchase that number of Shares as to which this Warrant has not been exercised.

(b) Upon receipt of this Warrant by the Company as described in subsection (a) above, the Holder shall be deemed to be the holder of record of the Shares issuable upon such exercise, notwithstanding that the transfer books of the Company may then be closed or that certificates representing such Shares may not have been prepared or actually delivered to the Holder.

3. Anti-Dilution Provisions.

3.1 Stock Splits, Dividends, Etc.

(a) If the Company shall at any time subdivide its outstanding shares of Common Stock (or other securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment and adjustment to the Exercise Price pursuant to this 3 shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefore.

(b) Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section 3, the Exercise Price shall be adjusted to the nearest cent by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.

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3.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property received upon the exercise of this Warrant after such consummation.

3.3 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of this Warrant, the Company at its expense shall promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing the facts upon which such adjustment is based. The Company shall forthwith mail a copy of each such certificate to each Holder. The failure to prepare or provide such certificate shall not modify the rights of any party hereunder.

3.4 Notices of Record Date, Etc. In case:

(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or

(b) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, and this Warrant may be exercised prior to said date during the term of this Warrant.

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3.5 Threshold for Adjustments. Anything in this Section 3 to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment until the cumulative resulting adjustment in the Exercise Price pursuant to this Section 3 shall have required a change of the Exercise Price by at least $.01, but when the cumulative net effect of more than one adjustment so determined shall be to change the Exercise Price by at least $.01, such full change in the Exercise Price shall thereupon be given effect. No adjustment shall be made by reason of the issuance of shares upon conversion rights, stock issuance rights or similar rights currently outstanding or any change in the number of treasury shares held by the Company.

4. Reservation of Shares. The Company hereby agrees that at all times prior to the Expiration Date, it will have authorized and will reserve and keep available for issuance and delivery to the Holder that number of Shares that may be required from time to time for issuance and delivery upon the exercise of the then unexercised portion of this Warrant and all other similar Warrants then outstanding and unexercised.

5. Representations of the Holder.

(a) The Holder represents and warrants that the Holder is acquiring this Warrant and the Shares solely for the Holder’s own. The Holder also represents that the entire legal and beneficial interests of this Warrant and Shares the Holder is acquiring are being acquired for, and will be held for, the Holder’s account only.

(b) The Holder understands that this Warrant and the Shares have not been registered under the Act, or the securities laws of any applicable state, on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding the Holder’s representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.

(c) The Holder recognizes that this Warrant and the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register this Warrant or the Shares, or to comply with any exemption from such registration. This Warrant, the Shares, and all other securities issued or issuable upon exercise of this Warrant, may not be offered, sold or transferred, in whole or in part, except in compliance with the Act, and except in compliance with all applicable state securities statutes.

(d) The Holder is aware that neither this Warrant nor the Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met.

(e) The Holder understands and agrees that all certificates evidencing the Exercise Shares shall bear legends substantially in the form of the following:

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"The securities represented by this Certificate have not been registered under the Securities Act of 1933 ("the Act") and are 'restricted securities' as that term is defined in Rule 144 under the Act. The securities may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company."

6. Rights of the Holder. The Holder shall not be entitled to any rights as a shareholder in the Company by reason of this Warrant, either at law or equity, except as specifically provided for herein. The Company covenants, however, that for so long as this Warrant is at least partially unexercised, it will furnish any Holder of this Warrant, upon the written request by the Holder, with copies of all reports and communications furnished to the shareholders of the Company.

7. Charges Due Upon Exercise. The Company shall pay any and all issue or transfer taxes, including, but not limited to, all federal or state taxes, that may be payable with respect to the transfer of this Warrant or the issue or delivery of Shares upon the exercise of this Warrant.

8. Shares to be Fully Paid. The Company covenants that all Shares that may be issued and delivered to a Holder of this Warrant upon the exercise of this Warrant will be, upon such delivery, validly and duly issued, fully paid and non-assessable.

9. Notices. All notices, certificates, requests, or other similar items provided for in this Warrant shall be in writing and shall be personally delivered or deposited in the United States mail, postage prepaid, addressed to the respective party as indicated in the portions of this Warrant preceding Section 1. All notices shall be deemed to be delivered upon personal delivery. The addresses of the parties may be changed, and addresses of other Holders and holders of Shares may be specified, by written notice delivered pursuant to this Section 9. The Company's principal office shall be deemed to be the address provided pursuant to this Section 9 for the delivery of notices to the Company.

10. Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Colorado, and courts located in Colorado shall have exclusive jurisdiction over all disputes arising hereunder except as provided in Section 10 hereof.

11. Dispute Resolution.     The parties shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Warrant, or the breach, termination, or validity thereof (a “Dispute”) promptly by negotiation between the parties. If a Dispute has not been resolved within thirty (30) days by negotiation, the parties shall attempt to mediate the Dispute through the selection of a mutually agreeable mediator who shall conduct such mediation in confidence. If a Dispute is not resolved by mediation, then the Dispute shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, except as otherwise provided herein. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Arapahoe County, Colorado. Each party shall be responsible for his own attorney fees incurred during any phase of dispute resolution. The arbitrator shall apply the law to the dispute in the same manner as a judge as though the dispute was before a court of law of the State of Colorado. The arbitrator shall have the authority to award any remedy or relief that a court of the State of Colorado could order or grant, including, without limitation, specific performance of any obligation created under the Agreement, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. Notwithstanding the foregoing, the arbitrator shall not have authority to award punitive damages. The parties shall take all reasonable steps necessary to conduct a hearing no later than forty-five (45) days after submission of the matter to arbitration. The arbitrator shall render his decision within fifteen (15) days after the close of the arbitration hearing. The arbitration award shall be in writing and shall specify the factual and legal bases for the award.

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12. Market Standoff Agreement. The Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by the Holder, for a period of time specified by the managing underwriter(s) or placement agent(s), as applicable, (not to exceed one hundred eighty (180) days) following the effective date of a primary underwritten public offering by the Company of any Common Stock (or other securities) or private placement by the Company of any Common Stock (or other securities). Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing underwriter(s) or placement agent(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such Common Stock (or other securities) until the end of such period. The underwriters or placement agents of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

13. Change of Control of the Company. As used herein, a "Change of Control" shall be deemed to have occurred if:

(a) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than persons who are stockholders on the effective date of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a stockholder and a Change of Control shall not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company immediately prior to the transaction will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or

(a) The stockholders of the Company approve (or, if stockholder approval is not required, the Board approves) an agreement providing for (i) the merger or consolidation of the Company with another corporation where the stockholders of the Company immediately prior to the merger or consolidation will not beneficially own, immediately after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote), (ii) the sale or other disposition of all or substantially all of the assets of the Company, or (iii) a liquidation or dissolution of the Company.

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14. Consequences of a Change of Control

(a)             Notice and Acceleration.    Upon a Change of Control, (i) the Company shall provide the Holder a written notice of such Change of Control, (ii) on the date prior to the Change of Control the Warrant shall automatically accelerate and become fully exercisable, and (iii) the restrictions and conditions on the Warrant shall immediately lapse.

(b)            Assumption of Warrant.    Upon a Change of Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), any outstanding portion of the Warrant that is not exercised shall be assumed by, or replaced with comparable warrants and/or options by, the surviving corporation.

15. Termination of Employment, Services, Disability or Death

(a) In the event the Holder ceases to be employed by, or provide service to, the Company for any reason other than Disability, death, or termination for Cause, any unvested Warrant Shares will be forfeited and cancelled on the date on which the Holder ceases to be employed by, or provide service to, the Company.

(b) In the event the Holder ceases to be employed by, or provide service to, the Company due to termination for Cause by the Company, this Warrant shall terminate as of the date the Holder ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 15, if the Company determines that the Holder has engaged in conduct that constitutes Cause at any time while the Holder is employed by, or providing service to, the Company or after the Holder's termination of employment or service, this Warrant shall immediately terminate, and the Holder shall automatically forfeit all Shares underlying any exercised portion of this Warrant for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Holder for such shares. Upon any exercise of this Warrant, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture.

(c) In the event the Holder ceases to be employed by, or provide service to, the Company due to Disability or death, all Warrant Shares shall immediately become vested and exercisable. In the circumstance of death, this Warrant shall pass to the Holder’s estate.

For purposes of this Section 14:

(1) "Employed by, or provide service to, the Company" shall mean employment or service as an employee, non-employee director, advisor or consultant (so that, for purposes of exercising this Warrant, the Holder shall not be considered to have terminated employment or service until the Holder ceases to be an employee, non-employee director, advisor or consultant).

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(2) "Disability" shall mean the Holder becoming disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

(3) "Cause" shall mean, except to the extent specified otherwise by the Company or its Board of Directors (the “Board”), a finding by the Company or Board that the Holder (i) has breached his or her employment or service contract with the Company, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course of his or her employment or service, (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information or (iv) has engaged in such other behavior detrimental to the interests of the Company as the Company or Board determine.

16. Miscellaneous Provisions.

(a) Subject to the terms and conditions contained herein, this Warrant shall be binding on the Company and its successors and shall inure to the benefit of the original Holder, its successors and assigns and all holders of Shares and the exercise of this Warrant in full shall not terminate the provisions of this Warrant as it relates to holders of Shares.

(b) If the Company fails to perform any of its obligations hereunder, it shall be liable to the Holder for all damages, costs and expenses resulting from the failure, including, but not limited to, all reasonable attorney's fees and disbursements.

(c) This Warrant cannot be changed or terminated or any performance or condition waived in whole or in part except by an agreement in writing signed by the party against whom enforcement of the change, termination or waiver is sought.

(d) If any provision of this Warrant shall be held to be invalid, illegal or unenforceable, such provision shall be severed, enforced to the extent possible, or modified in such a way as to make it enforceable, and the invalidity, illegality or unenforceability shall not affect the remainder of this Warrant.

(e) The Company agrees to execute such further agreements, conveyances, certificates and other documents as may be reasonably requested by the Holder to effectuate the intent and provisions of this Warrant.

(f) Paragraph headings used in this Warrant are for convenience only and shall not be taken or construed to define or limit any of the terms or provisions of this Warrant. Unless otherwise provided, or unless the context shall otherwise require, the use of the singular shall include the plural and the use of any gender shall include all genders.

8

		OMNI BIO PHARMACEUTICAL, INC.
ATTEST:
By		By
	Robert Ogden		Vicki Barone
	Secretary		Chairperson of the Board
Date		Date

9

EXHIBIT A

  NOTICE OF EXERCISE 

(To be executed by a Holder desiring to exercise the right to purchase Shares pursuant to a Warrant.)

The undersigned Holder of a Warrant hereby

(a)     irrevocably elects to exercise the Warrant to the extent of purchasing _______________ Shares;

(b)     makes payment in full of the aggregate Exercise Price for those Shares in the amount of $                          by the delivery of immediately available funds in the amount of $                         ;

(c)     requests that certificates evidencing the securities underlying such Shares be issued in the name of the undersigned, or, if the name and address of some other person is specified below, in the name of such other person:

 

(Name and address of person other than the  

undersigned in whose name Shares are to be registered)

(d)     requests, if the number of Shares purchased are not all the Shares purchasable pursuant to the unexercised portion of the Warrant, that a new Warrant of like tenor for the remaining Shares purchasable pursuant to the Warrant be issued and delivered to the undersigned at the address stated below.

Dated:
		Signature
		(This signature must conform in all respects
		to the name of the Holder as specified on the
		face of the Warrant.)
Social Security Number
or Employer ID Number		Printed Name
	Address:

EX-31

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Bruce E. Schneider, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omni Bio Pharmaceutical, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

 (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2013	/s/ Bruce E. Schneider
	Bruce E. Schneider
	Chief Executive Officer

EX-31

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Robert C. Ogden, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Omni Bio Pharmaceutical, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2013	/s/ Robert C. Ogden
	Robert C. Ogden
	Chief Financial Officer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Omni Bio Pharmaceutical, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2013 (the “Report”), the undersigned, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify that, to the best of our knowledge:

(1)            The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by this report.

Date: November 14, 2013	/s/ Bruce E. Schneider
	Bruce E. Schneider
	Chief Executive Officer
	/s/ Robert C. Ogden
	Robert C. Ogden
	Chief Financial Officer

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Accounting Policies, by Policy (Policies)

6 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Business Description and Basis of Presentation [Text Block]

Overview

We are a biopharmaceutical company that was formed to explore new methods of use of alpha-1 antitrypsin (“AAT”), also referred to as “plasma-derived AAT” (“p-AAT”). p-AAT is purified from human blood and has been found to have significant anti-inflammatory and tissue protective effects in numerous animal models of human disease. In 2012, we began to fund the research and development of several synthetic proteins involving the dimeric fusion of AAT and an Fc component of immunoglobulin (“Fc-AAT”).

We hold a license to an issued method of use patent for the treatment of diabetes using p-AAT with a privately-held company, Bio Holding, Inc. In addition, we hold licenses with the Regents of the University of Colorado (“RUC”) for method of use patents and patent applications (“Use Patents”) covering the use of p-AAT in the following indications: cellular transplantation and graft rejection, radiation protection, certain bacterial and viral diseases, myocardial remodeling and inflammatory bowel disease. We also hold licenses with RUC for patent applications covering composition of matter for various Fc-AAT constructs. We recently received a Notice of Allowance from the U.S. patent office for composition of matter claims related to our lead Fc-AAT molecule targeted for clinical development in conditions such as Type 1 diabetes, graft versus host disease or refractory gout.

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

The accompanying unaudited consolidated financial statements are comprised of Omni Bio Pharmaceutical, Inc. and its wholly-owned subsidiary, Omni Bio Operating, Inc., and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, and reflect all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation in accordance with US GAAP. The results of operations for interim periods presented are not necessarily indicative of the operating results for the full year. These unaudited consolidated financial statements should be read in connection with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 (the “2013 Form 10-K”). The balances as of March 31, 2013 are derived from our audited consolidated financial statements.

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

Liquidity Disclosure [Policy Text Block]

Going Concern

The accompanying financial statements have been prepared in conformity with 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. However, the report of our independent registered public accounting firm on our consolidated financial statements, as of and for the year ended March 31, 2013, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification resulted from, among other things, our development-stage status, no revenue recognized since inception, our net losses since inception and the outstanding and currently anticipated contractual commitments for research and development efforts. As of September 30, 2013, we remain a development stage company and our focus continues to be on raising capital to fund current operations and research and development efforts on Fc-AAT. As of September 30, 2013, we had a deficit accumulated from inception of $45.3 million, which included total non-cash charges from inception of approximately $34.6 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.

Reclassification, Policy [Policy Text Block]

Reclassifications

Certain reclassifications have been made in the financial statements for the three and six months ended September 30, 2012 to conform to the presentation for the three and six months ended September 30, 2013.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standard Updates

We have reviewed all of the FASB’s Accounting Standard Updates through the filing date of this report and have concluded that none will have a material impact on our future consolidated financial statements.

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Consolidated Statements of Operations for the Three Months Ended September 30, 2013 (Unaudited) (USD $)	3 Months Ended		6 Months Ended		91 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
General and administrative (including share-based compensation of $167,964 and $860,728, respectively)	$ 539,582	$ 1,104,308	$ 1,042,770	$ 2,224,748	$ 28,686,337
Research and development	98,750	127,500	126,588	149,778	2,532,421
Total operating expenses	638,332	1,231,808	1,169,358	2,374,526	37,597,978
Loss from operations	(638,332)	(1,231,808)	(1,169,358)	(2,374,526)	(37,597,978)
Equity loss from investment in related party		(138,058)		(347,323)	(1,401,724)
Change in estimated fair value in derivative liabilities	39,413	63,195	34,192	93,550	123,724
Amortization of debt discount and debt issuance costs	(53,571)	(37,254)	(104,460)	(45,613)	(298,641)
Amortization of debt discount – related parties	(43,964)	(16,162)	(84,460)	(21,172)	(172,024)
Interest income (expense), net	(13,672)	(13,680)	(27,424)	(16,239)	(121,075)
Interest expense – related parties	(27,726)	(12,603)
Total non-operating income (expenses)	(1,645)	(98,389)	(151,673)	(87,291)	(7,738,005)
Net loss	(639,977)	(1,330,197)	(1,321,031)	(2,461,817)	(45,335,983)
Basic and diluted net loss per share (in Dollars per share)	$ (0.02)	$ (0.04)	$ (0.04)	$ (0.04)
Weighted average shares outstanding – basic and diluted (in Shares)	38,196,380	32,018,554	36,167,844	32,018,546
Related Parties [Member]
Change in estimated fair value in derivative liabilities	97,875	56,173	85,630	83,156	135,501
Amortization of debt discount – related parties			(84,460)	(21,172)	(172,024)
Interest expense – related parties			$ (55,151)	$ (17,671)	$ (122,877)

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Consolidated Statement of Cash Flows (Unaudited) (USD $)	6 Months Ended		91 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,321,031)	$ (2,461,817)	$ (45,335,983)
Equity loss from investment in related party		347,323	1,401,724
Impairment of equity investment in related party			282,297
Gain on sale of equity investment interest in related party		(184,021)	(184,021)
Change in estimated fair value in derivative liabilities	(34,192)	(93,550)	(123,724)
Share-based compensation	371,305	1,737,035	21,790,599
Amortization of debt discount and debt issuance costs	104,460	45,613	298,641
Amortization of debt discount – related parties	84,460	21,172	172,024
Depreciation and amortization	2,457	1,677	50,081
Charges for modifications to warrants			2,779,687
Charge for warrants issued in merger and private placement transactions - related parties			2,351,587
Charge for warrant issued for purchase of license – related party			5,590,980
Common stock issued pursuant to license agreements			763,240
Contributed rent			19,740
Loss on disposal of equipment			2,444
Other current assets	(64,782)	(42,524)	(108,593)
Accounts payable	(37,823)	(74,511)	210,866
Accrued liabilities	(27,000)	(112,598)	(261,574)
Accrued interest	83,353	34,726	196,335
Amounts due to related parties			207,632
Net cash used in operating activities	(924,423)	(864,631)	(9,380,180)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equity investment in related party		500,000	500,000
Purchase of equity investment in related party			(2,000,000)
Proceeds from reverse mergers			11,750
Purchase of licenses			(66,555)
Purchase of property and equipment			(7,423)
Net cash provided by (used in) investing activities		500,000	(1,562,228)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of convertible notes		472,220	502,970
Net proceeds from the sale of common stock	1,361,398		9,091,213
Proceeds from the issuance of notes payable to related parties			825,000
Proceeds from exercise of common stock warrants			236,088
Proceeds from the sale of common stock warrants			125,000
Net cash provided by financing activities	1,361,398	912,220	11,722,662
Net increase in cash and cash equivalents	436,975	547,589	780,254
Cash and cash equivalents at beginning of period	343,279	133,120
Cash and cash equivalents at end of period	780,254	680,709	780,254
Related Parties [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Change in estimated fair value in derivative liabilities	(85,630)	(83,156)	(135,501)
Charges for modifications to warrants			651,339
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of convertible notes		$ 440,000	$ 942,391

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Note 5 - Share-Based Compensation (Details) - Share-based compensation recorded related to warrants and restricted stock units (“RSUs”) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation	$ 167,964	$ 860,728	$ 371,305	$ 1,737,035
Employees, and directors[Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation	135,336	860,728	309,491	1,721,456
Outside Consultants[Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation	$ 32,628		$ 61,814	$ 15,579

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Note 5 - Share-Based Compensation (Tables)

6 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

	Three Months Ended September 30,				Six Months Ended September 30,
	2013		2012		2013		2012
Employees and directors	$	135,336	$	860,728	$	309,491	$	1,721,456
Outside consultants		32,628		-		61,814		15,579
	$	167,964	$	860,728	$	371,305	$	1,737,035

Schedule of Other Share-based Compensation, Activity [Table Text Block]

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at March 31, 2013		8,907,999	$	1.98
Granted		988,345	$	0.29
Exercised		-		-
Forfeited/expired/canceled		-		-
Outstanding at September 30, 2013		9,896,344	$	0.88		5.0	$	-
Vested and exercisable at September 30, 2013		9,446,344	$	0.89		4.9	$	-

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Note 5 - Share-Based Compensation (Details) - Summary of activity related to warrants issued to employees, directors and consultants under share-based compensation agreements: (USD $)	6 Months Ended
	Sep. 30, 2013	Mar. 31, 2012
Summary of activity related to warrants issued to employees, directors and consultants under share-based compensation agreements: [Abstract]
Outstanding at March 31, 2013		8,907,999
Outstanding at March 31, 2013 (in Dollars per share)		$ 1.98
Granted	988,345
Granted (in Dollars per share)	$ 0.29
Outstanding at September 30, 2013	9,896,344	8,907,999
Outstanding at September 30, 2013 (in Dollars per share)	$ 0.88	$ 1.98
Outstanding at September 30, 2013	5 years
Vested and exercisable at September 30, 2013	9,446,344
Vested and exercisable at September 30, 2013 (in Dollars per share)	$ 0.89
Vested and exercisable at September 30, 2013	4 years 328 days

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Consolidated Statements of Operations for the Six Months Ended September 30, 2013 (Unaudited) (USD $)	6 Months Ended		91 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
General and administrative (including share-based compensation of $371,305, $1,737,035 and $21,790,599, respectively)	$ 1,042,770	$ 2,224,748	$ 28,686,337
Research and development	126,588	149,778	2,532,421
License fee – related party			5,615,980
Charge for common stock issued pursuant to license agreements			763,240
Total operating expenses	1,169,358	2,374,526	37,597,978
Loss from operations	(1,169,358)	(2,374,526)	(37,597,978)
Equity loss from investment in related party		(347,323)	(1,401,724)
Gain on sale of equity investment interest in related party		184,021	184,021
Change in estimated fair value in derivative liabilities	34,192	93,550	123,724
Amortization of debt discount and debt issuance costs	(104,460)	(45,613)	(298,641)
Amortization of debt discount – related parties	(84,460)	(21,172)	(172,024)
Interest income (expense), net	(27,424)	(16,239)	(121,075)
Charges for warrants issued to related parties			(2,351,587)
Charges for modifications to warrants			(2,779,687)
Total non-operating income (expenses)	(151,673)	(87,291)	(7,738,005)
Net loss	(1,321,031)	(2,461,817)	(45,335,983)
Basic and diluted net loss per share (in Dollars per share)	$ (0.04)	$ (0.04)
Weighted average shares outstanding – basic and diluted (in Shares)	36,167,844	32,018,546
Related Party [Member]
Impairment of investment in related party			(282,297)
Related Parties [Member]
Change in estimated fair value in derivative liabilities	85,630	83,156	135,501
Amortization of debt discount – related parties	(84,460)	(21,172)	(172,024)
Interest expense – related parties	(55,151)	(17,671)	(122,877)
Charges for modifications to warrants			(651,339)
Excluding Related Parties [Member]
Amortization of debt discount and debt issuance costs	$ (104,460)	$ (45,613)	$ (298,641)

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Consolidated Statements of Stockholders' Equity (Unaudited) (USD $)	3 Months Ended	6 Months Ended	91 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2013	Mar. 31, 2013
Balances	$ (192,984)	$ (192,984)	$ (192,984)	$ (604,656)
Common stock sold in private placement offering, net of offering costs (May 2013 at $0.25 per share)		1,361,398
Share-based compensation		371,305
Net loss	(639,977)	(1,321,031)	(45,335,983)
Common Stock [Member]
Balances	38,198	38,198	38,198	32,018
Balances (in Shares)	38,198,554	38,198,554	38,198,554	32,018,554
Common stock sold in private placement offering, net of offering costs (May 2013 at $0.25 per share)		6,160
Common stock sold in private placement offering, net of offering costs (May 2013 at $0.25 per share) (in Shares)		6,160,000
Share-based compensation		20
Share-based compensation (in Shares)		20,000
Additional Paid-in Capital [Member]
Balances	45,104,801	45,104,801	45,104,801	43,378,278
Common stock sold in private placement offering, net of offering costs (May 2013 at $0.25 per share)		1,355,238
Share-based compensation		371,285
Accumulated Deficit during Development Stage [Member]
Balances	(45,335,983)	(45,335,983)	(45,335,983)	(44,014,952)
Net loss		$ (1,321,031)

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Consolidated Statements of Cash Flows (continued) (Unaudited) (USD $)	6 Months Ended
	Sep. 30, 2012
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock purchase warrants paid to placement agent	$ 87,429

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Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) (Common Stock [Member], USD $)	Sep. 30, 2013
Common Stock [Member]
Share price (in Dollars per share)	$ 0.25

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Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Notes payable, discount amount (in Dollars)	$ 285,107	$ 335,631
Preferred stock par value (in Dollars per share)	$ 0.10	$ 0.10
Preferred stock, shares authorized (in Shares)	5,000,000	5,000,000
Preferred stock, shares issued (in Shares)	0	0
Preferred stock, shares outstanding (in Shares)	0	0
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in Shares)	200,000,000	200,000,000
Common stock, shares issued (in Shares)	38,198,554	32,018,554
Common stock, shares outstanding (in Shares)	38,198,554	32,018,554
Related Party [Member]
Notes payable, discount amount (in Dollars)	457,767	542,227
Accrued interest, related parties (in Dollars)	$ 122,877	$ 67,726

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Note 3 - Contractual Commitments

6 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

NOTE 3 – CONTRACTUAL COMMITMENTS

Effective July 1, 2013, we executed an amendment to a sponsored research agreement (“SRA”) with RUC related to our Fc-AAT constructs (the “Fc-AAT SRA Amendment”) for the period from July 1, 2013 to September 30, 2013 in the amount of $52,500. We are under no obligation for any work performed under this SRA beyond September 30, 2013. The Fc-AAT SRA Amendment related to the original SRA covering Fc-AAT that was executed in March 2012.

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Consolidated Statements of Operations for the Three Months Ended September 30, 2013 (Unaudited) (Parentheticals) (USD $)	3 Months Ended		6 Months Ended		91 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
General and administrative, including share-based compensation (in Dollars)	$ 167,964	$ 860,728	$ 371,305	$ 1,737,035	$ 21,790,599

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Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 780,254	$ 343,279
Other current assets	106,494	41,712
Total current assets	886,748	384,991
Debt issuance costs, net	191,717	245,653
Intangible assets, net	65,950	68,407
TOTAL ASSETS	1,144,415	699,051
Current liabilities:
Accounts payable	4,689	42,512
Accrued liabilities	54,000	81,000
Total current liabilities	58,689	123,512
Notes payable, net of discounts of $285,107 and $335,631, respectively	277,393	226,869
Accrued interest, including $122,877 and $67,726, respectively, for related parties	196,335	112,982
Derivative liability	58,876	93,068
Total liabilities	1,337,399	1,303,707
Stockholders’ deficit:
Common stock, $0.001 par value; 200,000,000 shares authorized; 38,198,554 and 32,018,554 shares issued and outstanding, respectively	38,198	32,018
Additional paid-in capital	45,104,801	43,378,278
Deficit accumulated during the development stage	(45,335,983)	(44,014,952)
Total stockholders’ deficit	(192,984)	(604,656)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	1,144,415	699,051
Related Party [Member]
Current liabilities:
Notes payable – related parties, net of discounts of $457,767 and $542,227, respectively	642,233	557,773
Derivative liability	$ 103,873	$ 189,503

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Note 5 - Share-Based Compensation (Details) (USD $)	0 Months Ended	1 Months Ended	6 Months Ended				1 Months Ended	3 Months Ended			0 Months Ended
	Jul. 11, 2013	Jun. 24, 2013	Sep. 30, 2013	Jul. 15, 2013	Jul. 11, 2013 Issued for Services [Member]	Jun. 24, 2013 Share Price On Date Of Grant Used For Fair Value Assumptions [Member] Warrants Issued to Robert Ogden, CFO [Member]	Jun. 24, 2013 Warrants Issued to Robert Ogden, CFO [Member]	Jun. 30, 2013 Warrants Issued to Robert Ogden, CFO [Member]	Jun. 30, 2013 Warrants Issued to Robert Ogden, CFO [Member]	Jun. 24, 2013 Second Warrants Issued to Consultant [Member]	Jul. 15, 2013 Director [Member]	Jul. 15, 2013 Chief Executive Officer [Member]	Jul. 15, 2013 Consultant [Member]
Note 5 - Share-Based Compensation (Details) [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)									300,000		250,000	326,210	112,135
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)									0.28		0.29	0.29	0.29
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights								This warrant has a seven year life and 100,000 of the shares underlying this warrant vested and became exercisable on June 24, 2013. The remaining shares underlying this warrant vest and become exercisable in three equal annual installments on June 24, 2014, June 24, 2015 and June 24, 2016, provided that Mr. Ogden remains in continuous service with Omni as of each vesting date.
Class of Warrant or Right, Expiration Term				7 years					7 years			7 years	7 years
Class of Warrant or Right, Number of Shares Vested and Exercisable (in Shares)									100,000
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Share Price, Date of Grant						$ 0.28					$ 0.29	$ 0.29	$ 0.29
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price							$ 0.28				$ 0.29	$ 0.29	$ 0.29
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term							7 years				7 years	7 years	7 years
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate							100.00%				100.00%	100.00%	100.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate							1.31%				1.71%	1.71%	1.71%
Share-based Compensation Arrangement by Share-based Payment Award, Grants in Period, Aggregate Grant Date Fair Value (in Dollars)				$ 78,044						$ 69,089	$ 59,812		$ 26,828
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value		$ 0.23
Stock Issued During Period, Shares, Issued for Services (in Shares)	20,000
Stock Issued During Period, Value, Issued for Services (in Dollars)	5,800
Share Price					$ 0.29
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars)			$ 205,233
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			1 year 73 days

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Note 2 - Financing Transaction

6 Months Ended

Sep. 30, 2013

Financing Transaction [Abstract]

Financing Transaction [Text Block]

NOTE 2 – FINANCING TRANSACTIONS

On May 31, 2013, we completed a financing under a private placement offering (the “2013 Private Placement”), pursuant to which we entered into subscription agreements for the sale of 6,160,000 shares of our common stock at a purchase price of $0.25 per share, which aggregated gross cash proceeds of $1,540,000. A total of 4,600,000 shares of our common stock were sold to two significant stockholders. After deducting offering expenses, including commissions and expenses paid to the placement agent, legal and accounting fees, net proceeds to the Company from the 2013 Private Placement totaled approximately $1,361,000. We anticipate using the net proceeds from the 2013 Private Placement for general working capital requirements and certain research and development projects.

GVC Capital LLC (“GVC Capital”), a former related party, served as the placement agent for the 2013 Private Placement and was paid a 10% commission of the gross proceeds raised. Two of our former directors are Senior Managing Partners in GVC Capital. In addition, we were obligated to sell for a nominal fee to GVC Capital for services rendered as the placement agent warrants (the “2013 PA Warrants”) to purchase 10% of the total securities sold in the 2013 Private Placement at an exercise price of $0.25 per share. Under the terms of the 2013 Private Placement, we issued 616,000 2013 PA Warrants. The 2013 PA Warrants carry a five year life, expire on June 30, 2018 and contain a cashless exercise provision.

As a result of the purchase price of $0.25 per share from the 2013 Private Placement and pursuant to the conversion price terms of the convertible notes issued by us during the fiscal year ended March 31, 2013 (the “Convertible Notes”), the respective conversion prices of those notes were reset from $1.00 to $0.25. This resulted in an increase in the aggregate potential convertible shares from the conversion of the Convertible Notes from 1,662,500 to 6,650,000 shares of our common stock.

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Note 5 - Share-Based Compensation

6 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

NOTE 5 – SHARE-BASED COMPENSATION

All equity-based awards to employees, directors and consultants are recognized in the consolidated financial statements at the fair value of the award on the grant date.

On June 24, 2013, we granted and issued to Robert Ogden, our Chief Financial Officer, a warrant to purchase 300,000 shares of our common stock at an exercise price of $0.28 per share. This warrant has a seven year life and 100,000 of the shares underlying this warrant vested and became exercisable on June 24, 2013. The remaining shares underlying this warrant vest and become exercisable in three equal annual installments on June 24, 2014, June 24, 2015 and June 24, 2016, provided that Mr. Ogden remains in continuous service with Omni as of each vesting date. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: closing stock price on date of grant of $0.28, exercise price of $0.28, expected term of the warrant of seven years, volatility of 100% and risk-free interest of 1.31%. The estimated fair value ascribed to this warrant was $69,089 or $0.23 per share.

On July 11, 2013, we granted and issued to a scientific consultant for services rendered 20,000 shares of our common stock. We valued this stock award at $5,800, or $0.29 per share, which represented the closing price of our common stock as quoted on the OTCBB exchange on the date of grant. This stock award vested immediately.

On July 15, 2013, we granted and issued to one of our directors a warrant to purchase 250,000 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $59,812.

On July 15, 2013, we granted and issued to Bruce Schneider, our Chief Executive Officer, a warrant to purchase 326,210 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $78,044. We granted this warrant to Dr. Schneider pursuant to an anti-dilution provision of his employment agreement with the Company.

On July 15, 2013, we granted and issued to a consultant a warrant to purchase 112,135 shares of our common stock at an exercise price of $0.29 per share. The warrant has a seven year life and vested in full upon issuance. We valued this warrant using the Black-Scholes pricing model based on the following assumptions: stock price on date of grant of $0.29, exercise price of $0.29, expected term of warrant of seven years, volatility of 100% and risk-free interest of 1.71%. The estimated fair value ascribed to this warrant was $26,828. We granted this warrant to the consultant pursuant to an anti-dilution provision of his consulting agreement with the Company.

Share-based compensation related to warrants and restricted stock units recorded for the three and six months ended September 30, 2013 and 2012 was as follows:

	Three Months Ended September 30,				Six Months Ended September 30,
	2013		2012		2013		2012
Employees and directors	$	135,336	$	860,728	$	309,491	$	1,721,456
Outside consultants		32,628		-		61,814		15,579
	$	167,964	$	860,728	$	371,305	$	1,737,035

As of September 30, 2013, there was approximately $205,233 of total unrecognized compensation cost related to non-vested share-based compensation arrangements that is expected to be recognized over a weighted-average period of approximately 1.2 years.

A summary of activity related to warrants issued to employees, directors and consultants under share-based compensation agreements for the six months ended September 30, 2013 is as follows:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at March 31, 2013		8,907,999	$	1.98
Granted		988,345	$	0.29
Exercised		-		-
Forfeited/expired/canceled		-		-
Outstanding at September 30, 2013		9,896,344	$	0.88		5.0	$	-
Vested and exercisable at September 30, 2013		9,446,344	$	0.89		4.9	$	-

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Note 1 - Overview and Basis of Presentation

6 Months Ended

Sep. 30, 2013

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1 – OVERVIEW AND BASIS OF PRESENTATION

Overview

We are a biopharmaceutical company that was formed to explore new methods of use of alpha-1 antitrypsin (“AAT”), also referred to as “plasma-derived AAT” (“p-AAT”). p-AAT is purified from human blood and has been found to have significant anti-inflammatory and tissue protective effects in numerous animal models of human disease. In 2012, we began to fund the research and development of several synthetic proteins involving the dimeric fusion of AAT and an Fc component of immunoglobulin (“Fc-AAT”).

We hold a license to an issued method of use patent for the treatment of diabetes using p-AAT with a privately-held company, Bio Holding, Inc. In addition, we hold licenses with the Regents of the University of Colorado (“RUC”) for method of use patents and patent applications (“Use Patents”) covering the use of p-AAT in the following indications: cellular transplantation and graft rejection, radiation protection, certain bacterial and viral diseases, myocardial remodeling and inflammatory bowel disease. We also hold licenses with RUC for patent applications covering composition of matter for various Fc-AAT constructs. We recently received a Notice of Allowance from the U.S. patent office for composition of matter claims related to our lead Fc-AAT molecule targeted for clinical development in conditions such as Type 1 diabetes, graft versus host disease or refractory gout.

Basis of Presentation

The accompanying unaudited consolidated financial statements are comprised of Omni Bio Pharmaceutical, Inc. and its wholly-owned subsidiary, Omni Bio Operating, Inc., and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements, and reflect all adjustments, consisting only of normal, recurring adjustments, necessary for a fair presentation in accordance with US GAAP. The results of operations for interim periods presented are not necessarily indicative of the operating results for the full year. These unaudited consolidated financial statements should be read in connection with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013 (the “2013 Form 10-K”). The balances as of March 31, 2013 are derived from our audited consolidated financial statements.

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

Going Concern

The accompanying financial statements have been prepared in conformity with 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. However, the report of our independent registered public accounting firm on our consolidated financial statements, as of and for the year ended March 31, 2013, contains an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern. The “going concern” qualification resulted from, among other things, our development-stage status, no revenue recognized since inception, our net losses since inception and the outstanding and currently anticipated contractual commitments for research and development efforts. As of September 30, 2013, we remain a development stage company and our focus continues to be on raising capital to fund current operations and research and development efforts on Fc-AAT. As of September 30, 2013, we had a deficit accumulated from inception of $45.3 million, which included total non-cash charges from inception of approximately $34.6 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.

Reclassifications

Certain reclassifications have been made in the financial statements for the three and six months ended September 30, 2012 to conform to the presentation for the three and six months ended September 30, 2013.

Recently Issued Accounting Standard Updates

We have reviewed all of the FASB’s Accounting Standard Updates through the filing date of this report and have concluded that none will have a material impact on our future consolidated financial statements.

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Consolidated Statements of Operations for the Six Months Ended September 30, 2013 (Unaudited) (Parentheticals) (USD $)	3 Months Ended		6 Months Ended		91 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
General and administrative, including share-based compensation (in Dollars)	$ 167,964	$ 860,728	$ 371,305	$ 1,737,035	$ 21,790,599

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Note 1 - Overview and Basis of Presentation (Details) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Disclosure Text Block [Abstract]
Development Stage Enterprise, Deficit Accumulated During Development Stage (in Dollars)	$ 45,335,983	$ 44,014,952
Portion of Accumulated Deficit Since Inception In Noncash Charges (in Dollars)	$ 34,600,000

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Note 4 - Net Loss Per Share

6 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

NOTE 4 – NET LOSS PER SHARE

Basic loss per share is computed based on the weighted average number of common shares outstanding during the period presented. 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. Potentially dilutive securities are excluded from the calculation when their effect would be anti-dilutive. For all periods presented in the consolidated financial statements, all potentially dilutive securities have been excluded from the diluted share calculations as they were anti-dilutive as a result of the net losses incurred for the respective periods. Accordingly, basic shares equal diluted shares for all periods presented. As of September 30, 2013, potentially dilutive securities included approximately 23.1 million common stock purchase warrants and 6.7 million shares issuable from conversion of the Convertible Notes. As of September 30, 2012, potentially dilutive securities included 15.1 million common stock purchase warrants and 1.1 million shares issuable from conversion of the Convertible Notes.

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Note 4 - Net Loss Per Share (Details) In Millions, unless otherwise specified	6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Warrant [Member]
Note 4 - Net Loss Per Share (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	23.1	15.1
Convertible Debt Securities [Member]
Note 4 - Net Loss Per Share (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6.7	1.1

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Note 2 - Financing Transaction (Details) (USD $)	2 Months Ended	4 Months Ended				1 Months Ended
	May 30, 2013	Sep. 30, 2013	Jul. 15, 2013	May 31, 2013 The 2013 Private Placement [Member] Cash Commission to GVC Capital LLC [Member]	May 31, 2013 The 2013 Private Placement [Member] GVC Capital LLC [Member]	May 31, 2013 The 2013 Private Placement [Member] Two Significant Shareholders [Member]	May 31, 2013 The 2013 Private Placement [Member]
Note 2 - Financing Transaction (Details) [Line Items]
Stock Issued During Period, Shares, New Issues						4,600,000	6,160,000
Sale of Stock, Price Per Share (in Dollars per share)							$ 0.25
Proceeds from Issuance of Common Stock, Gross (in Dollars)							$ 1,540,000
Proceeds from Issuance of Private Placement (in Dollars)							$ 1,361,000
Percent earned of gross proceeds raised by placement agent				10.00%
Percent of total number of shares sold in equity issuance purchased by placement agent					10.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item)					0.25
NumberOfWarrantsSoldToPlacementAgent							616,000
Class of Warrant or Right, Expiration Term			7 years				5 years
Debt Instrument, Convertible, Conversion Price (in Dollars per share)	$ 1.00	$ 0.25
Debt Instrument, Convertible, Aggregate Potential Convertible Shares	1,662,500	6,650,000

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Document And Entity Information	6 Months Ended
	Sep. 30, 2013	Oct. 31, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	OMNI BIO PHARMACEUTICAL, INC.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		38,198,554
Amendment Flag	false
Entity Central Index Key	0001389870
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Note 3 - Contractual Commitments (Details) (Subsequent Event [Member], Fc-AAT SRA Amendment [Member], USD $)	Sep. 30, 2013
Subsequent Event [Member] | Fc-AAT SRA Amendment [Member]
Note 3 - Contractual Commitments (Details) [Line Items]
Contractual Obligation	$ 52,500