Ainos, Inc. - Annual Report: 2012 (Form 10-K)

form10k_12312012.htm

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

(Mark One)

[ X ]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the Fiscal Year Ended December 31, 2012

[ ]	Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 [No Fee Required] Commission File Number 0-20791
	AMARILLO BIOSCIENCES, INC. (Exact name of Registrant as specified in its charter)
	Texas (State of other jurisdiction of incorporation or organization)	75-1974352 (I.R.S. Employer Identification No.)
	4134 Business Park Drive, Amarillo, Texas (Address of principal executive offices)	79110-4225 (Zip Code)
	Issuer’s telephone number, including area code:	(806) 376-1741

Securities registered under Section 12(b) of the Exchange Act:

None.

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

Common Stock, Par Value $.01

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [√] No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 [ ] No

Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (Sec.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [√ ]

Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 smaller reporting company)		Smaller reporting company [√]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [√] No

As of December 31, 2012, there were outstanding 73,554,897 shares of the registrant’s common stock, par value $.01, which is the only class of common or voting stock of the registrant and 3,262 shares of the issuer’s preferred stock. As of that date, the aggregate market value of 54,199,299 shares of common stock held by non-affiliates of the registrant (based on the closing price of $0.0155 for the common stock on the OTC BB.AMAR December 31, 2012) was approximately $890,650. Shares of common stock held by officers, directors and each shareholder owning ten percent or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates.

The number of shares of the Registrant’s common stock outstanding as of March 28, 2013 was 73,554,897.

PART I

The following contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those discussed in the forward-looking statements as a result of certain factors, including those set forth in “Management’s 2013 Plan of Operations” as well as those discussed elsewhere in this Form 10-K. The following discussion should be read in conjunction with the Financial Statements and the Notes thereto included elsewhere in this Form 10-K.

ITEM 1.

BUSINESS.

General

We are a Texas corporation formed in 1984 that is engaged in developing biologics for the treatment of human and animal diseases. Our current focus is research aimed at the treatment of human disease indications, particularly influenza, using natural human interferon alpha that is administered in a proprietary low dose oral form.

We currently own or license five issued patents related to the low-dose oral delivery of interferon and we own one issued patent on our dietary supplement, Maxisal®. We have completed more than 100 pre-clinical (animal) and human studies on the safety and efficacy of low-dose orally administered interferon. Our funding strategy is to seek private placement and pharma partner funding to complete Phase 2 clinical studies and then to find large pharma partners to fund Phase 3 clinical studies and assist with the regulatory approval process in the United States and Europe.

Technology

Injectable interferon is FDA-approved to treat some neoplastic, viral and autoimmune diseases. Many patients experience moderate to severe side effects, causing them to discontinue injectable interferon therapy. Our main product is a natural human interferon alpha that is delivered into the oral cavity as a lozenge in low (nanogram) doses. The lozenge dissolves in the mouth where interferon binds to surface (mucosal) cells in the mouth and throat, resulting in stimulation of immune mechanisms. Orally delivered interferon has been shown to activate hundreds of immune system genes in the peripheral blood. Human studies have shown that oral interferon is safe and effective against viral and autoimmune diseases. Oral interferon is given in concentrations 10,000 times less than that usually given by injection. The Company’s low dose formulation results in almost no side effects, in contrast to high dose injectable interferon, which causes adverse effects in at least 50% of recipients.

The Company has a dietary supplement product, Maxisal® that is useful in the symptomatic relief of dry mouth. AMAR is in negotiation with distributors in the US and overseas that have expressed an interest in marketing Maxisal®.

Governmental or FDA approval is required for our principal product. Our progress toward approval is discussed under each specific indication, below.

Influenza

Influenza, commonly referred to as “the flu,” is an infectious disease caused by RNA viruses of the family Orthomyxoviridae, which affects birds and mammals. The most common symptoms of the disease are chills, fever, sore throat, muscle pains, severe headache, coughing, weakness/fatigue and general discomfort. Influenza spreads around the world in seasonal epidemics, resulting in the deaths of between 250,000 and 500,000 people every year, and up to millions in some pandemic years. On average 41,400 people died each year in the United States between 1979 and 2001 from influenza. Two publications in the April 2009 issue of the Journal of Virology report that interferon placed in the nose of guinea pigs or ferrets significantly suppresses replication of influenza virus. These publications reinforce the Company’s view that low-dose interferon is protective against influenza.

Further support of the efficacy of oral interferon against influenza was generated by The University of Western Australia in a Phase 2 clinical trial with 200 healthy volunteers during the 2009 winter cold/flu season in Australia. Among those study participants who were confirmed to have a respiratory infection, 76.2% of the placebo group reported moderate to severe cold and flu symptoms, compared to only 23.8% of the participants in the interferon-alpha group (p<0.01). This finding indicates that, while it did not reduce the infection rate, daily use of interferon-alpha lozenges did significantly reduce the frequency of moderate to severe viral respiratory illness. Full study results have been accepted for publication in an upcoming issue of the journal, Influenza and Other Respiratory Viruses.

In January 2011, an influenza treatment study was launched in Taiwan with the target of enrolling up to 60 patients being treated with Tamiflu for influenza A infection of less than 48 hours’ duration. Half of the enrolled flu patients will be randomly assigned to co-treatment with oral IFN or placebo. The aim of the study is to examine whether the combination of oral IFN and Tamiflu is superior to Tamiflu alone in the treatment of influenza illness. Results are expected in the first half of 2013.

Chronic Cough in COPD

COPD affects approximately 10% of the population over 40, is a growing problem, and is the 4th leading cause of death in the world. Chronic obstructive pulmonary disease (COPD) is a clinical condition with a progressive airflow limitation that is poorly reversible and characteristic of chronic bronchitis and emphysema. The causes of COPD include tobacco smoke, occupational dusts, chemicals, vapors and environmental pollutants. COPD is estimated to affect more that 600 million people worldwide. There are no effective therapies for emphysema, nor are there efficient clinical management strategies.

Data from a Phase 2 clinical study at Texas Tech University showed that treatment with oral interferon led to a rapid and significant reduction in the cough associated with idiopathic pulmonary fibrosis (IPF), resulting in improved quality of life. Blinded, controlled studies in the US and Canada showed that oral interferon relieves chronic coughing in horses with COPD-like disease. A proof-of-concept study of low-dose oral interferon as treatment of chronic cough was launched at Texas Tech University in September 2007. The intent was to conduct a Phase 2, randomized, double-blind, placebo-controlled, parallel trial in which 40 eligible volunteers with IPF- or COPD-associated chronic cough would be randomly assigned to one of two groups in equal numbers to receive either oral interferon or placebo lozenges. Due to poor patient accrual, the study was closed in April 2012. Enrollment was insufficient for any meaningful results to be obtained from this study, and the Company has no current plans to conduct further research in this area.

Hepatitis C

Hepatitis C is an infectious disease affecting primarily the liver, caused by the hepatitis C virus (HCV). The infection is often asymptomatic, but chronic infection can lead to scarring of the liver and ultimately to cirrhosis. In some cases, those with cirrhosis will go on to develop liver failure, liver cancer or life-threatening esophageal and gastric varices. HCV is spread primarily by blood-to-blood contact associated with intravenous drug use, poorly sterilized medical equipment and transfusions. An estimated 130–170 million people worldwide are infected with hepatitis C.

A Phase 2 study of oral interferon treatment of hepatitis C virus-infected patients was completed in Taiwan in late 2011. The study explored the ability of oral interferon to reduce virologic relapse in patients who have completed standard therapy with pegylated interferon plus Ribavirin. Up to 50% of patients with certain genotypes of HCV relapse after receiving standard therapy, so reducing this relapse rate would have represented a major breakthrough in the management of HCV. The results of the study indicate that, although the primary endpoint was not achieved, subjects with mild liver fibrosis, as suggested by low FibroIndex scores at study entry, had a reduced rate of relapse (12%) when treated once daily with oral interferon-alpha lozenges, compared to subjects in the placebo group (32%).

It was noted that 60% of the study subjects had a low platelet count (thrombocytopenia) at baseline. This was likely due to the high-dose injectable interferon-alpha treatment they received immediately prior to study entry. Interestingly, it was observed that subjects treated once per day with orally administered interferon-alpha had nearly twice the rate of platelet count normalization (81%) as subjects given placebo (42%), which was statistically significant at P=0.005. Follow-up studies are being planned, both to confirm this effect prospectively in a larger group of HCV patients and to explore whether oral interferon is effective in other cases of treatment-induced thrombocytopenia, such as cancer.

Strategic Alliance with HBL

Hayashibara Biochemical Laboratories, Inc. (“HBL”) was established in 1970 to engage in research and development as a subsidiary of Hayashibara Company, Ltd. In 1987, HBL successfully accomplished the mass production of human cells in an animal host by producing human cells in hamsters. This made it possible to economically produce a natural form of human interferon alpha and other biologics. HBL also developed technology relating to the production of interferon alpha-containing lozenges by which the stability of the interferon alpha can be maintained at room temperature. We believe that the use of such lozenges gives us advantages over competitive technologies in terms of cost, taste and ease of handling.

On March 13, 1992, we entered into a Joint Development and Manufacturing/Supply Agreement with HBL (the “Development Agreement”). As of February 1, 2012, HBL began operating under the name Hayashibara Company, Ltd. (HBC) as a wholly-owned subsidiary of Nagase Corporation. In correspondence received April 23, 2012, HBC informed us that they had decided to permanently halt production of interferon. Subsequently, ABI was informed that HBC was preparing a letter of notification that the Development Agreement would be terminated. On September 23, 2012, the expected notification letter was received, and the Development Agreement was officially terminated as of December 22, 2012.

Among other things, the Development Agreement provided us with a source of natural human interferon alpha for use in the Company’s interferon alpha-containing products. Termination of the Development Agreement leaves the Company without a current source of interferon with which to conduct clinical trials. The Company is exploring its options and is talking with alternate suppliers of interferon.

Strategic Alliance with Bumimedic

In January 2006, a license and distribution agreement was executed with Bumimedic (Malaysia) Sdn. Bhd, a Malaysian pharmaceutical company that is a part of the Antah HealthCare Group, to market our low-dose interferon (natural human IFN) in Malaysia. Bumimedic was to have sought registration for our natural human IFN and to have commenced marketing the product after approval. The terms of the agreement called for Bumimedic to manufacture lozenges from bulk natural human IFN (supplied by Hayashibara Biochemical Laboratories); package the lozenges and distribute them to local hospitals, pharmacies and clinics in Malaysia. Pursuant to the agreement, the Company was to have received a series of payments, in three stages: upon formal execution of the distribution agreement, upon regulatory approval, and upon production. The Company was to have received a royalty on the sale of the natural human IFN. Given the termination notice received from HBC, it is likely that the agreement with Bumimedic will be terminated as the Company can no longer supply Bumimedic with natural human IFN produced by Hayashibara.

Strategic Alliance with CytoPharm

In November 2006, the Company entered into a License and Supply Agreement with CytoPharm, Inc., a Taipei, Taiwan-based bio-pharmaceutical company whose parent company is Vita Genomics, Inc., the largest biotech company in Taiwan, which specializes in pharmacogenomics and acts a specialty Clinical Research Organization. Under the terms of the Agreement, CytoPharm and its subsidiary were to conduct all clinical trials, and seek to obtain regulatory approvals in both China and Taiwan (the “Territory”) to launch our low dose oral interferon in the Territory for influenza and hepatitis B (“HBV”) and hepatitis C (“HCV”) indications. According to the Agreement, CytoPharm was to make payments to the Company upon reaching certain milestones and was to have paid royalties on low dose oral interferon sales in the Territory. Given the termination notice received from HBC, the Company issued a notice of termination to CytoPharm dated by December 10, 2012 since the Company can no longer supply CytoPharm with natural human IFN produced by Hayashibara.

Strategic Alliance with Intas Pharmaceuticals

On January 7, 2010, the Company entered into a License and Supply Agreement with Intas Pharmaceuticals Ltd., an India-based pharmaceutical company with three decades of experience in the healthcare industry and a global presence in 42 countries worldwide. Under the terms of the agreement, Intas was to pay the Company a royalty on net sales in India and Nepal after marketing approval was obtained. Given the termination notice received from HBC, it is likely that the agreement with Intas will be terminated as the Company can no longer supply Intas with natural human IFN produced by Hayashibara.

Strategic Alliance with Cadila Healthcare

On October 18, 2010, the Company entered into a License and Supply Agreement with Cadila Healthcare of Amedabad, India. The Company was to supply anhydrous crystalline maltose (ACM) to Cadila for sale as an active ingredient in nutraceutical and healthcare products for human consumption to relieve dry mouth in India and Nepal. However, increases imposed by HBL both with respect to price and minimum purchase quantity made it impossible for ABI to profitably supply ACM to Cadila. On July 18, 2012, the Company received a notice of termination from Cadila, citing ABI’s failure to supply ACM. The termination became effective as of August 17, 2012.

Status of Relocation

The Company is open to evaluating relocation grants as one possible source of funding. At this time, we have no relocation commitments.

Patents and Proprietary Rights

Since inception, the Company has worked to build an extensive patent portfolio for low-dose orally administered interferon. This portfolio consists of patents with claims that encompass method of use or treatment, composition of matter and manufacturing. As listed below, we presently own or license six issued patents, including one patent on our dietary supplement.

Patents with Method of Treatment Claims for Interferon Alpha

1. “TREATMENT OF BACTERIAL INFECTION WITH ORAL INTERFERON-ALPHA” as described and claimed in U.S. Patent No. 5,817,307 issued October 1998, Licensed. Expiration: October 2015.

2. "TREATMENT OF AUTOIMMUNE DISORDERS WITH ORAL INTERFERON" as described and claimed in U.S. Patent No. 5,846,526 issued December 1998, Licensed. Expiration: December 2015.

3. "TREATMENT OF FIBROMYALGIA WITH LOW DOSE INTERFERON" as described and claimed in U.S. Patent No. 6,036,949 issued March 2000, Owned. Expiration: March 2018.

4. "INTERFERON-ALPHA MEDIATED UPREGULATION OF AQUAPORIN EXPRESSION" as described and claimed in U.S. Patent No. 6,506,377 issued January 2003, Owned. Expiration: November 2019.

Patents with Formulation Claims

5. "INTERFERON DOSAGE FORM AND METHOD THEREFOR" as described and claimed in U.S. Patent No. 6,372,218 B1 issued April 2002, Licensed. Expiration: April 2019.

6. "COMPOSITION AND METHOD FOR PROMOTING ORAL HEALTH" as described and claimed in U.S. Patent No. 6,656,920 B2 issued December 2003, Owned. Expiration: April 2021.

There are no current patent litigation proceedings involving us.

Cost of Compliance with Environmental Regulations

We incurred no costs to comply with environment regulations in 2012.

Competition

The pharmaceutical industry is an expanding and rapidly changing industry characterized by intense competition. We believe that our ability to compete will be dependent in large part upon our ability to continually enhance and improve our products and technologies. In order to do so, we must effectively utilize and expand our research and development capabilities and, once developed, expeditiously convert new technology into products and processes, which can be commercialized. Competition is based primarily on scientific and technological superiority, technical support, availability of patent protection, access to adequate capital, the ability to develop, acquire and market products and processes successfully, the ability to obtain governmental approvals and the ability to serve the particular needs of commercial customers. Corporations and institutions with greater resources than us, therefore, have a significant competitive advantage. Our potential competitors include entities that develop and produce therapeutic agents for treatment of human and animal disease. These include numerous public and private academic and research organizations and pharmaceutical and biotechnology companies pursuing production of, among other things, biologics from cell cultures, genetically engineered drugs and natural and chemically synthesized drugs. Almost all of these potential competitors have substantially greater capital resources, research and development capabilities, manufacturing and marketing resources and experience than us. Our competitors may succeed in developing products or processes that are more effective or less costly than any that may be developed by us or that gain regulatory approval prior to our products. We also expect that the number of competitors and potential competitors will increase as more interferon alpha products receive commercial marketing approvals from the FDA or analogous foreign regulatory agencies. Any of these competitors may be more successful than us in manufacturing, marketing and distributing its products. There can be no assurance that we will be able to compete successfully.

United States Regulation

Before products with health claims can be marketed in the United States, they must receive approval from the FDA. To receive this approval, any drug must undergo rigorous preclinical testing and clinical trials that demonstrate the product candidate’s safety and effectiveness for each indicated use. This extensive regulatory process controls, among other things, the development, testing, manufacture, safety, efficacy, record keeping, labeling, storage, approval, advertising, promotion, sale, and distribution of pharmaceutical products.

In general, before any ethical pharmaceutical product can be marketed in the United States, the process typically required by the FDA:

•	preclinical laboratory and animal tests;

•	submission of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;
•	adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug for its intended use;
•	pre-approval inspection of manufacturing facilities and selected clinical investigators;
•	Submission of a New Drug Application (NDA) to the FDA; and
•	FDA approval of an NDA, or of an NDA supplement (for subsequent indications or other modifications, including a change in location of the manufacturing facility).

Preclinical Testing

In the United States, drug candidates are tested in animals until adequate proof of safety and efficacy is established. These preclinical studies generally evaluate the mechanism of action and pharmacology of the product and assess the potential safety and efficacy of the product. Tested compounds must be produced according to applicable current good manufacturing practice (cGMP) requirements and preclinical safety tests must be conducted in compliance with FDA and international regulations regarding good laboratory practices (GLP). The results of the preclinical tests, together with manufacturing information and analytical data, are generally submitted to the FDA as part of an investigational new drug application, or IND, which must become effective before human clinical trials may commence. The IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA requests an extension or raises concerns about the conduct of the clinical trials as outlined in the application. If the FDA has any concerns, the sponsor of the application and the FDA must resolve the concerns before clinical trials can begin. Regulatory authorities may require additional preclinical data before allowing the clinical studies to commence or proceed from one Phase to another, and could demand that the studies be discontinued or suspended at any time if there are significant safety issues. Furthermore, an independent institutional review board, or IRB, for each medical center proposing to participate in the conduct of the clinical trial must review and approve the clinical protocol and patient informed consent form before the center commences the study.

Clinical Trials

Clinical trials for new drug candidates are typically conducted in three sequential phases that may overlap. In Phase 1, the initial introduction of the drug candidate into human volunteers, the emphasis is on testing for safety or adverse effects, dosage, tolerance, metabolism, distribution, excretion, and clinical pharmacology. Phase 2 involves studies in a limited patient population to determine the initial efficacy of the drug candidate for specific targeted indications, to determine dosage tolerance and optimal dosage and to identify possible adverse side effects and safety risks. Once a compound shows evidence of effectiveness and is found to have an acceptable safety profile in Phase 2 evaluations, pivotal Phase 3 trials are undertaken to more fully evaluate clinical outcomes and to establish the overall risk/benefit profile of the drug, and to provide, if appropriate, an adequate basis for product labeling. During all clinical trials, physicians will monitor patients to determine effectiveness of the drug candidate and to observe and report any reactions or safety risks that may result from use of the drug candidate. The FDA, the IRB, or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk.

The data from the clinical trials, together with preclinical data and other supporting information that establishes a drug candidate’s safety, are submitted to the FDA in the form of a new drug application, or NDA, or NDA supplement (for approval of a new indication if the product candidate is already approved for another indication). Under applicable laws and FDA regulations, each NDA submitted for FDA approval is usually given an internal administrative review within 45 to 60 days following submission of the NDA. If deemed complete, the FDA will

“file” the NDA, thereby triggering substantive review of the application. The FDA can refuse to file any NDA that it deems incomplete or not properly reviewable. The FDA has established internal substantive review goals of six months for priority NDAs (for drugs addressing serious or life threatening conditions for which there is an unmet medical need) and ten months for regular NDAs. The FDA, however, is not legally required to complete its review within these periods, and these performance goals may change over time. Moreover, the outcome of the review, even if generally favorable, is not typically an actual approval, but an “action letter” that describes additional work that must be done before the NDA can be approved. The FDA’s review of a NDA may involve review and recommendations by an independent FDA advisory committee. The FDA may deny approval of an NDA or an NDA supplement if the applicable regulatory criteria are not satisfied, or it may require additional clinical data and/or an additional pivotal Phase 3 clinical trial. Even if such data are submitted, the FDA may ultimately decide that the NDA or NDA supplement does not satisfy the criteria for approval.

Data Review and Approval

Substantial financial resources are necessary to fund the research, clinical trials, and related activities necessary to satisfy FDA requirements or similar requirements of state, local, and foreign regulatory agencies. It normally takes many years to satisfy these various regulatory requirements, assuming they are satisfied. Information generated in this process is susceptible to varying interpretations that could delay, limit, or prevent regulatory approval at any stage of the process. Accordingly, the actual time and expense required to bring a product to market may vary substantially. We cannot assure you that we will submit applications for required authorizations to manufacture and/or market potential products or that any such application will be reviewed and approved by the appropriate regulatory authorities in a timely manner, if at all. Data obtained from clinical activities is not always conclusive and may be susceptible to varying interpretations, which could delay, limit, or prevent regulatory approval. Success in early stage clinical trials does not ensure success in later stage clinical trials. Even if a product candidate receives regulatory approval, the approval may be significantly limited to specific disease states, patient populations, and dosages, or have conditions placed on them that restrict the commercial applications, advertising, promotion, or distribution of these products.

Once issued, the FDA may withdraw product approval if ongoing regulatory standards are not met or if safety problems occur after the product reaches the market. In addition, the FDA may require testing and surveillance programs to monitor the effect of approved products which have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs. The FDA may also request additional clinical trials after a product is approved. These so-called Phase 4 studies may be made a condition to be satisfied after a drug receives approval. The results of Phase 4 studies can confirm the effectiveness of a product candidate and can provide important safety information via the FDA’s voluntary adverse drug reaction reporting system. Any products manufactured or distributed by us pursuant to FDA approvals would be subject to continuing regulation by the FDA, including record-keeping requirements and reporting of adverse experiences with the drug. Drug manufacturers and their subcontractors are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliance with good manufacturing practices, which impose certain procedural and documentation requirements upon us and our third-party manufacturers. We cannot be certain that we or our present or future suppliers will be able to comply with the good manufacturing practices regulations and other FDA regulatory requirements. If our present or future suppliers are not able to comply with these requirements, the FDA may halt our clinical trials, require us to recall a drug from distribution, or withdraw approval of the NDA for that drug. Furthermore, even after regulatory approval is obtained, later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market.

The FDA closely regulates the marketing and promotion of drugs. Approval may be subject to post-marketing surveillance and other record keeping and reporting obligations, and involve ongoing requirements. Product approvals may be withdrawn if compliance with regulatory standards is not maintained or if problems occur

following initial marketing. A company can make only those claims relating to safety and efficacy that are approved by the FDA. Failure to comply with these requirements can result in adverse publicity, warning letters, corrective advertising, and potential civil and criminal penalties. Physicians may prescribe legally available drugs for uses that are not described in the product’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties. Physicians may believe that such off-label uses are the best treatment for many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments. The FDA does, however, restrict manufacturers’ communications on the subject of off-label use.

505(b)(2)

The traditional approval process for New Drugs is set out in Section 505(b)(1) of the Federal Food, Drug, and Cosmetic Act. An alternative path to FDA approval is for new or improved formulations of previously approved products. This alternative path, established by section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, permits the applicant to rely on certain preclinical or clinical studies conducted for an approved product as some of the information required for approval and for which the applicant has not obtained a right of reference. The FDA may also require companies to perform additional studies to support the change from the approved product. The FDA may then approve the new product candidate for all or some of the indications for which the referenced product was approved, as well as for any new indications sought by the Section 505(b)(2) applicant.

To the extent that the Section 505(b)(2) applicant is relying on studies conducted for an already approved product, the applicant is required to certify to the FDA concerning any patents listed for the approved product in the FDA’s Orange Book publication. Specifically, the applicant must certify that: (i) the required patent information has not been filed; (ii) the listed patent has expired; (iii) the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or (iv) the listed patent is valid or will not be infringed by the new product. If the applicant does not challenge the listed patents, the Section 505(b)(2) application will not be approved until all the listed patents claiming the referenced product have expired. The Section 505(b)(2) application also will not be approved until any non-patent exclusivity, such as exclusivity for obtaining approval of a new chemical entity, listed in the Orange Book for the referenced product has expired.

Orphan Drug Designation

Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States. Orphan drug designation must be requested before submitting a NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in or shorten the duration of the regulatory review and approval process. If a product that has orphan drug designation subsequently receives FDA approval for the disease for which it has such designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same disease, except in very limited circumstances, for seven years. These, very limited, circumstances are (i) an inability to supply the drug in sufficient quantities or (ii) a situation in which a new formulation of the drug has shown superior safety or efficacy. This exclusivity, however, also could block the approval of our product for seven years if a competitor obtains earlier approval of the same drug for the same indication.

Foreign Regulation

In addition to regulations in the United States, a variety of foreign regulations govern clinical trials and commercial sales and distribution of products in foreign countries. Whether or not the Company obtains FDA approval for a product, the Company must obtain approval of a product by the comparable regulatory authorities of foreign countries before the Company can commence clinical trials or market the product in those countries. The approval

process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

Under European Union regulatory systems, the Company may submit marketing authorization applications either under a centralized or decentralized procedure. The centralized procedure, which is available for medicines produced by biotechnology or which are highly innovative, provides for the grant of a single marketing authorization that is valid for all EU member states. This authorization is a marketing authorization application (“MAA”). The decentralized procedure provides for mutual recognition of national approval decisions. Under this procedure, the holder of a national marketing authorization may submit an application to the remaining member states. Within 90 days of receiving the applications and assessment report, each member state must decide whether to recognize approval. This procedure is referred to as the mutual recognition procedure (“MRP”).

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of our investigational drugs or approval of new diseases for our existing products and could also increase the cost of regulatory compliance. It is not possible to predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

Research and Development

During the years ended December 31, 2012 and 2011, the Company incurred research and development expenses of $199,599 and $281,107 respectively. Research and development is expected to remain a significant component of the Company’s business. The Company has arranged for others, at their cost, to perform clinical research and intends to continue to do so while utilizing its staff for monitoring such research.

Employees

The Company has 4 full-time employees based in Amarillo, Texas. Of these employees, 3 are executive officers and 1 works in administrative and research and development capacities. Consultants in business and research development are also engaged as needed.

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive and administrative offices are located at 4134 Business Park Drive, Amarillo, Texas in a 1,800 square-foot facility rented by us. The lease expires on June 30, 2013 and our monthly rent is $1,045 per month. We believe that the facilities are well maintained and generally suitable and adequate for our current and projected operating needs.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this report, the Company is not aware of any such legal proceedings or claims against us.

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

None.

PART II

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Common Stock

The Company is presently traded on the OTC Bulletin Board under the symbol AMAR. Our common stock is presently considered a “penny stock” and is subject to such market rules. The range of high and low bids as quoted on the OTC Bulletin Board for each quarter of 2012 and 2011 was as follows:

	2012				2011
Quarter	High		Low		High		Low
First	$	0.0499	$	0.033	$	0.1199		$	0.0618
Second		0.045		0.018		0.0935			0.055
Third		0.0269		0.010		0.09			0.042
Fourth		0.029		0.0131		0.0749			0.0291

The quotations reflect inter-dealer bids without retail markup, markdown, or commission, and may not represent actual transactions. As of December 31, 2012, the Company had approximately 1,940 shareholders of record.

The Company has 100,000,000 shares of voting common shares authorized for issuance. The shareholders approved an increase in authorized shares from 50,000,000 to 100,000,000 in 2007. On December 31, 2012, the Company had 85,312,006 shares of common stock outstanding or reserved for issuance upon exercise of options and warrants. The Company issued common stock in 2012 and 2011 as follows:

Common Stock Issued in 2012	Shares		Issue Price		Net Price
Directors, officers, consultants plan– services		50,000	$	0.035	$	1,750
Debt conversion – cashless		1,945,108		0.0202-0.0208		74,091
Total Common Stock Issued in 2012		1,995,108	$	0.0202-0.035	$	75,841

Common Stock Issued in 2011	Shares		Issue Price		Net Price
Private placements – cash		2,666,667	$	0.03	$	80,000
Directors, officers, consultants plan – cash		136,923		0.05-0.06		8,000
Directors, officers, consultants plan– services		7,358,975		0.046-0.09		422,411
Debt conversion – cashless		250,000		0.04		14,750
Total Common Stock Issued in 2011		10,412,565	$	0.03-0.09	$	525,161

During the years ended December 31, 2012 and December 31, 2011, there were no finder’s fees paid related to private placements of stock.

We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.

We use the services of American Stock Transfer and Trust Company as our transfer agent.

Preferred Stock

The shareholders have authorized 10,000,000 shares of preferred stock shares for issuance.

During the first quarter of 2012, a total of 223 shares of Series 2010-A 10% Convertible Preferred Stock were issued for cash, an additional 1,339 shares were issued (850 shares for debt ($85,000), 257 shares for accrued interest on notes and unpaid preferred dividends ($25,300 and $379, respectively)), and 232 for dividends($23,199). The preferred stock is convertible into restricted common stock.

There was no Series 2010-A 10% Convertible Preferred Stock issued in the second, third, or fourth quarters of 2012.

The Company accrued $6,558 of dividends on preferred stock during the first quarter, $8,098 during the second quarter, $8,097 during the third quarter, and $8,098 during the fourth quarter of 2012.

Stock Options and Warrants

During 2012, no options or warrants were issued to consultants, advisors, directors, employees, or investors. Consequently, there were no related expenses.

During 2011, 100,000 options were issued to consultants, and we recognized $7,280 of expense related to these options and 2,231,792 existing options for employees were cancelled and reissued changing the exercise price and expiration date, we recognized $29,766 of expense related to these options.

Directors, officers and consultants did not exercise any options in 2012 or 2011 via an incentive program. See “Stock Option and Warrant Exercise Incentive” below for more details about 2012 stock option and warrant exercises.

A summary of the Company's stock option activity and related information for the years ended December 31, 2012 and 2011 is as follows:

	2012					2011
	Options			Price		Options			Price
Outstanding Beg. Of Year		3,641,792		$	0.04-0.40		4,686,737		$	0.04-0.87
Granted		-			-		2,331,792			0.05-0.075
Cancelled/Expired		(1,789,000	)		0.05-0.40		(3,376,737	)		0.065-0.87
Exercised		-			-		-			-
Outstanding End of Year		1,852,792			0.04-0.125		3,641,792			0.04-0.40
Exercisable End of Year		1,852,792			0.04-0.125		3,641,792			0.04-0.40

Options reserved for the director, employee and consultant stock option plan but not issued (16,950,000) are not included in the table above. This stock may be utilized for other purposes if not used for the plans. The weighted-average remaining contractual life of the options is 3.24 years.

consultants under stock plans approved by outside board of director members are exempt from the anti-dilution provisions. In 2010, a Director of the Company purchased 12,000,000 of these warrants from the holder, along with their outstanding shares of stock in the Company, for $200,000. In December 2010, the Company agreed to buy the 12,000,000 warrants from the Director for $200,000. A verbal agreement was reached for the purchase price, with interest at 0.43% per annum in December 2010, which was formally executed as a promissory note in January 2011.The warrants were retired due to the purchase by the Company. As of December 31, 2010, 447,999 of the warrants with the anti-dilution provision remained outstanding.

On November 5, 2011, Amarillo Biosciences, Inc. sold 2,666,667 private placement shares at $0.03 per share along with 1,000,000 warrants exercisable at $0.03 per share. The Base Share Price for this dilutive issuance was $0.03 per share. ABI sent a Dilutive Issuance Notice to Warrant Strategies, Inc. on November 7, 2011. The notice was sent pursuant to the Series A Common Stock Purchase Warrant dated June 16, 2009, Section 3(b), “…the Exercise Price shall be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise price issuable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.” ABI issued a new Purchase Warrant dated November 7, 2011 reflecting the new Warrant Share amount of 1,493,330 shares (447,999 original warrants plus the additional 1,045,331 warrants) and an adjusted Exercise Price of $0.03 per share. The new warrant was sent to Warrant Strategies, Inc. and return of the old warrant was requested.

On February 6, 2012, Amarillo Biosciences, Inc. issued 724,487 warrants as a result of having issued 693,069 shares for debt to Hope Capital at $0.0202 per share The Base Share Price for this dilutive issuance was $0.0202 per share. ABI sent a Dilutive Issuance Notice to Warrant Strategies, Inc. on February 6, 2012. The notice was sent pursuant to the Series A Common Stock Purchase Warrant dated June 16, 2009, Section 3(b), “…the Exercise Price shall be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise price issuable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.”

ABI issued a new Purchase Warrant dated February 6, 2012 reflecting the new Warrant Share amount of 2,217,817 shares (724,487 additional warrants plus the 1,493,330 existing warrants) and an adjusted Exercise Price of $0.0202 per share. The new warrant was sent to Warrant Strategies, Inc. and return of the old warrant was requested.

During 2010, 2,137,000 warrants were issued together with private placement sales of 2,137,000 shares of stock. The total purchase price for private placement stock and warrants was recognized as the cost to purchase the stock. During 2011, 3,332,831 warrants were issued together with private placement sales of 2,666,667 shares of stock, with convertible debt agreements, and dilutive issuance issued to Warrant Strategies. During 2012, there were no private placement sales of common stock and no warrants issued.

No warrants were exercised in 2012, 2011 or 2010.

A summary of the Company's stock warrant activity and related information for the years ended December 31, 2012 and 2011 is as follows:

	2012						2011
	Warrants			Price Range			Warrants			Price Range
Outstanding Beg. of Year		8,730,190		$	0.03-0.10			8,457,359		$	0.10-0.20
Granted		724,487			0.0202			3,332,831			0.03-0.04
Cancelled/Expired		(2,812,360	)		(0.10	)		(3,060,000	)		(0.20	)
Exercised		-			-			-			-
Outstanding End of Year		6,642,317		$	0.0202-0.10			8,730,190		$	0.03-0.10
Exercisable End of Year		6,642,317		$	0.0202-0.10			8,730,190		$	0.03-0.10

The weighted-average remaining contractual life of the warrants outstanding at December 31, 2012 is 0.77 years.

The Black-Scholes option pricing model was utilized to value the Warrant Strategies warrants for the year ended December 31, 2012 under the following assumptions: dividend yield 0.0%, expected volatility 234.76%, risk free interest rate 0.14%, and expected life of approximately 0.02 years. The valuation for the remaining 2,217,817 warrants outstanding on December 31, 2012, was $4,217. The derivative gain for the fourth quarter of 2012 was $6,346 making the net derivative gain of $44,096 for 2012. Subsequent to the balance sheet date of December 31, 2012, the Warrant Strategies, Inc. warrants expired worthless at the close of business on January 8, 2013.

Notes Payable

Related Party

The Company has two $1,000,000 notes payable under an unsecured loan agreement with HBL dated July 22, 1999. The annual interest rate on unpaid principal from the date of each respective note is 4.5 percent, with accrued interest being payable at the maturity. One $1,000,000 note was payable on or before June 3, 2008. The other $1,000,000 note was payable on or before August 28, 2010. Although we are currently in default of the notes, HBL has not demanded payment. During 2008, the Company paid HBL $200,000 of interest on these notes.

In 2010, the Company entered into a verbal agreement with Paul Tibbits, a Director, to purchase 12,000,000 warrants held by him for $200,000. The agreement included interest at 0.43% per annum, with no stated maturity date, and no collateral. A promissory note in the amount of $200,000 to Paul Tibbits was executed on January 10, 2011. This note was in default at year end and now accrues interest at the default rate of 10% per annum. The note was still outstanding as of December 31, 2012.

On February 8, 2012, the Company had $85,000 in additional notes to Paul Tibbits. This $85,000 was paid to Mr. Tibbits with 850 shares of the Company’s 10% Convertible Preferred Stock. Also on February 8, 2012, the Company paid $48,878 to Mr. Tibbits for outstanding interest on Notes Payable and for interest due on unpaid dividends. This amount was paid with 489 shares of the Company’s 10% Convertible Preferred Stock. The total conveyance of preferred shares on February 8, 2012, was 1,339. From February 9, 2012 through December 31, 2012, the Company accrued the following amounts: Dividends on Preferred Stock - $30,851; interest on unpaid dividends - $2,940; and interest on the $200,000 Note Payable - $18,000. All of these accruals were associated with amounts owed Mr. Tibbits.

On January 23, 2012, Stephen Chen, ABI Director, wired $10,000 to ABI on a short-term non-interest-bearing loan for operations. The agreement was verbal only and no note was executed. Due to the short-term nature of the loan, no interest rate was assigned to the loan. The loan was repaid in full on February 28, 2012.

Stephen Chen, ABI CEO, wired the Company money for working capital loans to be used for operations; $182,000 in the first quarter, $134,206 in the second quarter, $119,379 in the third quarter and $112,373 in the fourth quarter of 2012. The working capital loans are short term, without due dates, and carry no stated interest rates or any other terms. The total cash received through Dr. Chen for 2012 was $547,958.

The Company is currently investigating the possibility of structural changes. The Company has received funds to support operations during the period of investigation under an interim agreement executed by the Company and the Yang Group of Taoyuan, Taiwan. During this interim period while the final agreement is being negotiated, the funds discussed above are being advanced to Dr. Stephen Chen, ABI CEO. Dr. Chen then advances the funds to the Company at his discretion. The Agreement executed by the parties contemplates the execution of comprehensive transaction documents by the Company and one or more Yang Group affiliated entities, upon the completion of ongoing negotiations.

Subsequent to the balance sheet date of December 31, 2012, $198,335 have been received through March 24, 2013. These funds were received as explained in the preceding paragraph.

Non-Related Party

On December 16, 2011, Shen An Chou, wired $70,000 ($69,982 net of an $18 international wire fee) to ABI as a short-term non-interest-bearing loan for operations. The agreement was verbal only and no note was executed. Due to the short-term nature of the loan, no interest rate was assigned to the loan. The loan from Shen An Chou for $70,000 of December 16, 2011 was repaid in full on February 28, 2012.

On January 31, 2012, Hope Capital, Inc. exercised its right to convert debt into equity by sending a Notice of Conversion to ABI to convert $12,000 principal amount of the note dated May 24, 2011, into 579,710 shares of ABI Common Stock at $0.0207 per share. The shares were issued in a timely manner in accordance with the covenants of the Note. The Conversion Price used was the Variable Conversion Price as defined by the Note. The principal balance of the note after the conversion was $28,000.

On February 3, 2012, Hope Capital, Inc. exercised its right to convert debt into equity by sending a Notice of Conversion to ABI to convert $14,000 principal amount of the note dated May 24, 2011, into 672,329 shares of ABI Common Stock at $0.0208 per share. The shares were issued in a timely manner in accordance with the covenants of the Note. The Conversion Price used was the Variable Conversion Price as defined by the Note. The principal balance of the note after the conversion was $14,000.

On February 6, 2012, Hope Capital, Inc. exercised its right to convert debt into equity by sending a Notice of Conversion to ABI to convert $14,000 principal amount of the note dated May 24, 2011, into 693,069 shares of ABI Common Stock at $0.0202 per share. The shares were issued in a timely manner in accordance with the covenants of the Note. The Conversion Price used was the Variable Conversion Price as defined by the Note. The principal balance of the note after the conversion was $0.00.

We have a line of credit with Wells Fargo for $20,000, with an interest rate of prime rate plus 6.75 percent. There was an outstanding balance on December 31, 2012 of $18,934 which is included in accounts payable and accrued expenses.

Joseph M. Cummins retired on November 30, 2012, and became a consultant to the Company on December 1, 2012. He was given a two-year contract at a monthly fee of $5,000. The contract expires November, 30, 2014.

ITEM 6. SELECTED FINANCIAL DATA.

This item is not applicable to smaller reporting companies.

ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion should be read in conjunction with our financial statements and the notes thereto which appear elsewhere in this report. The results shown herein are not necessarily indicative of the results to be expected in any future periods. This discussion contains forward-looking statements based on current expectations, which involve uncertainties. Actual results and the timing of events could differ materially from the forward-looking statements as a result of a number of factors. Readers should also carefully review factors set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission.

Overview

The Company continues to engage in research and development activities focused on developing biologics for the treatment of human and animal diseases. The Company has not commenced any significant product commercialization and, until such time, we will not generate significant product revenues. However, a license agreement with a large pharmaceutical partner may provide sufficient capital to fund FDA approval and marketing launch of low-dose oral interferon technology. Our accumulated deficit has increased, from $36,147,556 at December 31, 2011 to $36,829,254 at December 31, 2012. Operating losses are expected to continue for the foreseeable future and until such time as the Company is able obtain a large pharmaceutical partner or attain sales levels sufficient to support operations.

In 2013 we will continue research and development activities, as well as the activities necessary to develop commercial partnerships and licenses. Expenditure of financial resources in 2013 will fall principally into five broad categories, as follows: Research and Development; Personnel; Consulting and Professional (except legal and accounting); Legal and Accounting; and Public Relations, Investor Relations and Shareholder Relations.

Liquidity and Capital Resources

At December 31, 2012, we had available cash of $7,261, and had a working capital deficit of $4,221,395. This includes $113,222 of accrued salaries to officers; $2,931,294 from loans ($2,000,000) and accrued interest ($931,294 from HBL); loans for $200,000 from a Director; and loans of $547,958 from a related party, and $4,217 of derivative liabilities to account for warrants issued to an institutional investor and cashless conversion of a portion of debt. Negative cash flow from operating activities plus equipment purchases, software purchases and patent filings (burn rate) is approximately $50,000 per month. Continued losses and lack of liquidity indicate that we may not be able to continue as a going concern for a reasonable period of time. The ability to continue as a going concern is dependent upon several factors including, but not limited to, the ability to generate sufficient cash flow to meet obligations on a timely basis, obtain additional financing and continue to obtain supplies and services from vendors.

We will need to raise additional funds in order to fully execute our 2013 Plan. We are presently negotiating with human and animal health commercial development partners in various regions of the world. We believe that one or more of these agreements will be executed during 2013. These agreements could generally include provisions for the commercial partner to pay us a technology access fee, could include payments for a portion of the clinical trial expenses, could include payment obligations to us upon the accomplishment of certain defined tasks and/or could provide for payments relating to the future sales of commercial product. These agreements could be an important source of funds. However, there can be no assurance that we will be successful in obtaining additional

funding from human health commercial development partners, institutional or private investors. If we are not successful in raising additional funds, we will need to significantly curtail clinical trial expenditures and to further reduce staff and administrative expenses and may be forced to cease operations.

Total outstanding current liabilities were approximately $23,863 (.50%) higher at the end of 2012 with approximately $4.24 million at December 31, 2012, as compared to approximately $4.22 million at December 31, 2011. Derivative liabilities associated with warrants issued in 2008 decreased approximately $1.87 million December 31, 2009 to December 31, 2010, increased $54,875 from December 31, 2010 to December 31, 2011, and decreased $110,442 from December 31, 2011 to December 31, 2012. Liabilities, excluding derivative liabilities, increased approximately $134,305 from 2011 to 2012, which included a loan from a director and a decrease of approximately $441,783 in accrued salaries to officers and an increase of $562,958 in related party loans.

Critical Accounting Policies

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our financial statements:

Accounting for Stock-Based Compensation

Stock based compensation expense is recorded in accordance with Financial Account Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Share-Based Payment, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Accounting for Warrants with Embedded Derivative Feature

In accordance with Financial Account Standards Board Accounting Standards Codification (“FASB ASC”) Topic 815, the Company reclassified warrants with embedded derivative feature (full-ratchet anti-dilution provision) to liabilities at fair value on January 1, 2009 and reported the change in fair value of the warrants for 2012 and 2011 as a component of other income.

Patents and Patent Expenditures

Long-lived Assets

Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amount. No impairment losses have been recorded since inception.

Revenue Recognition

Dietary supplement and interferon sales

Revenues for the dietary supplement sales are recognized when an arrangement exists, the price is fixed and it has been determined that collectability is reasonably assured. This generally occurs at the point when the goods are shipped to the customer.

Sublicense fee revenue

Sublicense revenue is calculated based on fees relating to a license. Amarillo recognizes revenue on these sublicense fees in the month the revenue is generated by the licensee.

Royalty revenue

Royalty revenue is calculated based on royalty fees as a percent of net sales relating to a license. Amarillo recognizes revenue on these royalty payments in the year the revenue is generated by the licensee. HBL reported no sales of Bimron to Bio Vet for 2012 and 2011.

Comparison of results for the fiscal year ended December 31, 2012, to the fiscal year ended December 31, 2011.

Revenues. During the fiscal year ended December 31, 2012, revenue was $530 as compared to $58,395 for the fiscal year ended December 31, 2011, a decrease of $57,865 or 99%. By component, sublicense fee revenue for 2012 was $0 as compared to $50,000 in 2011 while product revenue decreased to $530 in 2012 from $8,395 in 2011 – a decrease of $7,865 or 94%.

Selling, General and Administrative Expenses. Costs were down in 2012. Selling, General and Administrative expenses decreased from $918,814 for the fiscal year ended December 31, 2011 to $355,327 for the fiscal year ended December 31, 2012, a decrease of $563,487 or approximately 61%. Decreases in the following expense accounts were the main constituents of the decrease in Selling, General, and Administrative expenses: Salaries, $79,839; Public Relations, Investor Relations, and Stockholder Relations, $284,986; Miscellaneous Professional Fees, $125,848; and Legal expenses, $91,145.

Research and Development Expenses. Research and Development expenses of $199,599 were incurred for the fiscal year ended December 31, 2012, compared to $281,107 for the fiscal year ended December 31, 2011, a decrease of $81,508 or approximately 29%. The decrease was mostly due to $94,165 (38%) lower R&D personnel costs in 2012.

Net Loss. Net loss for the fiscal year ended December 31, 2012 was $650,847 compared to net loss of $1,313,773 for the fiscal year ended December 31, 2011, a decreased loss of $662,926 or approximately (50%). The decrease in net loss was mostly a $563,487 decrease in Selling, General, and Administrative expenses and an $81,508 decrease in R&D expenses. Net loss applicable to common shareholders for the fiscal year ended December 31, 2012 was $681,698 compared to a net loss of $1,330,729 for the fiscal year ended December 31, 2011, a change of $649,031 (49%). Net loss applicable to common shareholders includes stock dividends for preferred stock shareholders, $16,956 in 2011 compared to $30,851 in 2012, an increase of $13,895 (82%).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

You should carefully consider the risks described below before making an investment in Amarillo Biosciences, Inc. All of these risks may impair our business operations. If any of the following risks actually occurs our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Relating to our Business

We may not be able to adequately protect and maintain our intellectual property.

Our success will depend in part on our ability to protect and maintain our patents, intellectual property rights and licensing arrangements for our products and technology. We currently own three patents and license three patents. No assurance can be given that such licenses or rights used by us will not be challenged, infringed or circumvented or that the rights granted thereunder will provide competitive advantages to us. Furthermore, there can be no assurance that we will be able to remain in compliance with our existing or future licensing arrangements. Consequently, there may be a risk that licensing arrangements are withdrawn with no penalties to the licensee or compensation to us.

We rely on third parties for the supply, manufacture and distribution of our products.

Third parties manufacture and distribute all of our products. We do not currently have manufacturing facilities or personnel to independently manufacture our products. Currently, Marlyn Nutraceutical manufactures our nutraceutical products. Our licensed distributors, in the United States and internationally distribute the nutraceutical products. Except for any contractual rights and remedies that we may have with our manufacturer and our distributor, we have no control over the availability of our products, their quality or cost or the actual distribution of our products. If for any reason we are unable to obtain or retain third-party manufacturers and distributors on commercially acceptable terms, we may not be able to produce and distribute our products as planned. If we encounter delays or difficulties with our contract manufacturer in producing or packaging our products or with our distributor in distributing our products, the production, distribution, marketing and subsequent sales of these products would be adversely affected, and we may have to seek alternative sources of supply or distribution or abandon or sell product lines on unsatisfactory terms. We may not be able to enter into alternative supply, production or distribution arrangements on commercially acceptable terms, if at all. There can be no assurance that the manufacturer that we have engaged will be able to provide sufficient quantities of these products or that the products supplied will meet with our specifications or that our distributor will be able to distribute our products in accordance with our requirements.

We are dependent on funding from private placements of stock.

Sales revenue, sublicense fees and royalty income are low compared to expenses. Our primary focus is to achieve FDA approval of oral interferon for one or more disease indications. We do not expect significant sales or royalty revenue in the near term as Phase 2 and Phase 3 clinical studies must be completed before a NDA (New Drug Application) may be submitted to the FDA. We operate at a net loss and current liabilities exceed current assets by $4,221,395 on December 31, 2012. Most of the ($4,242,330) of current liabilities includes the amount owed to HBL for $2 million in two notes plus $931,294 of accrued interest; $200,000 in loans owed to a Director, $4,217 recognized as derivative liabilities to account for warrants with embedded features and $113,222 of accrued salaries owed to officers ($100,000 of which was converted to a note payable with a maturity date of August 31, 2013). HBL was paid $200,000 of accrued interest in January of 2008 and extended the notes and remaining accrued interest until June 3, 2008 and August 28, 2008. On December 10, 2008, HBL proposed to extend the notes and accrued interest until December 3, 2009 and February 28, 2010 if

payment of $200,000 of accrued interest was received by February 28, 2008. We have requested more time to pay the accrued interest payments to extend the notes. Although the notes are in default, HBL has not demanded payment. The Company has no commitment or assurance that HBL will not demand payment and/or declare the notes in default. We do not have sufficient liquidity to pay off the notes or to fund operating losses unless funding is obtained from pharmaceutical partners or private placements of stock.

HBL was part of the Hayashibara Group of companies, which as of February 1, 2012 began operating under the name Hayashibara Company, Ltd. (HBC) as a wholly-owned subsidiary of Nagase Corporation. As discussed above, the various license and supply agreements with respect to interferon-alpha were terminated by HBC, effective December 22, 2012. Even with the termination of our agreements with respect to interferon, we have no indication that HBC intends to call this debt in at this time. There can be no assurance that private placement or pharmaceutical company funding will always be available as market conditions may change.

We are dependant on certain key existing and future personnel.

Our success will depend, to a large degree, upon the efforts and abilities of our officers and key management employees such as Stephen T. Chen, Chairman and Chief Executive Officer, Bernard Cohen, our Vice President and Chief Financial Officer, Martin J. Cummins, our Vice President of Clinical and Regulatory Affairs. The loss of the services of one or more of our key employees could have a material adverse effect on our operations. We do not currently maintain key man life insurance on any of our key employees. In addition, as our business plan is implemented, we will need to recruit and retain additional management and key employees in virtually all phases of our operations. We cannot assure that we will be able to successfully attract and retain key personnel. From time to time we contract consultants to advise on certain projects. Currently the Company has a consulting contract with Joseph M. Cummins, former President and Chief Operating Officer.

If we do not successfully develop, acquire or license new drugs our business may not grow.

We must invest substantial time, resources and capital in identifying and developing new drugs, dosage and delivery systems, either on our own or by acquiring and licensing such products from third parties. Our growth depends, in part, on our success in such process. If we are unable to either develop new products on our own or acquire licenses for new products from third parties, our ability to grow revenues and market share may be adversely affected. In addition, we may not be able to recover our investment in the development of new drugs, given that projects may be interrupted, unsuccessful, not as profitable as initially contemplated or we may not be able to obtain necessary financing for such development if we are unable to fund such development from our future revenues. Similarly, there is no assurance that we can successfully secure such rights from third parties on an economically feasible basis.

Our competitors are much larger and more experienced than we are and, even if we complete the development of our drugs, we may not be able to successfully compete with them.

The pharmaceutical industry is highly competitive. Our biologics and low-dose oral interferon alpha applications compete with high dose injectable interferon manufactured by Roche, InterMune, Serano, Biogen, Berlex and Hemispherx. High dose injectable interferon has been widely accepted by the medical community for many years. Companies who manufacture injectable interferon alpha applications are more established than we are and have far greater financial, technical, research and development, sales and marketing, administrative and other resources than we do. Even if we successfully complete the development of our tests, we may not be able to compete effectively with these much larger companies and their more established products.

We may be subject to product liability claims in the future.

We face an inherent business risk of exposure to product liability claims in the event that the use of our technologies or products is alleged to have resulted in adverse side effects. Side effects or marketing or manufacturing problems pertaining to any of our products could result in product liability claims or adverse publicity. These risks will exist for those products in clinical development and with respect to those products that receive regulatory approval for commercial sale. We have not historically experienced any problems associated with claims by users of our products.

We have been the subject of a going concern opinion by our independent auditors who have expressed substantial doubt as to our ability to continue as a going concern.

Our Independent Registered Public Accounting Firm has added an explanatory paragraph to their audit opinion issued in connection with our financial statements which states that our recurring losses from operations and the need to raise additional financing in order to execute our business plan raise substantial doubt about our ability to continue as a going concern. We experienced net loss of $1,313,773 for the year ended December 31, 2011 and a net loss of $650,847 for the year ended December 31, 2012. The net loss in 2012 included $44,096 of derivative gains resulting from a Director assigning 12 million warrants to the Company for $200,000 to eliminate the derivative liability associated with the anti-dilution ratchet feature of the warrants. Net loss applicable to common shareholders was $681,698 in 2012. Net loss applicable to common shareholders was $1,330,729 in 2011. In addition, as of December 31, 2011 and 2012 we had an accumulated deficit of $36,147,556 and $36,829,254, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. Assurances cannot be given that adequate financing can be obtained to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease operations altogether. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis to retain our current financing, to obtain additional financing, and, ultimately, to attain profitability. Should any of these events not occur, we will be adversely affected and we may have to cease operations.

Risks Relating to Ownership of Common Stock.

There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.

There is currently only a limited public market for our common stock, which is listed on the Bulletin Board, and there can be no assurance that a trading market will develop further or be maintained in the future. There were 6,642,317 warrants and 1,852,792 options outstanding and exercisable as of December 31, 2012. If the warrants or options are exercised and the stock sold, the volume of stock sales may adversely impact the market price.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company are set forth beginning on page F-1 immediately following the signature page of this report.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

As of December 31, 2012, the disclosure controls and procedures in place have been evaluated and are sufficient to ensure the accurate and full disclosure of financial matters.

The management of the Company is responsible for establishing and maintaining adequate internal controls over the financial reporting of the Company. The Company uses the following framework to evaluate the effectiveness of the internal controls over financial reporting:

We maintain a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion.

In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems and automating manual processes.

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on such assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2012. The Company’s accounting firm has not issued an attestation report on the management’s assessment of the Company’s internal controls. There were no changes made to the internal controls in 2012. See Exhibit 33.1 for managements report on internal control over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

As of December 31, 2012, the directors and executive officers of the Company were as follows:

Name	Age	Position
Stephen Chen, PhD (1)	63	Chairman of the Board, Chief Executive Officer and Director
Bernard Cohen	59	Vice President and Chief Financial Officer
Martin J. Cummins	45	Vice President of Clinical & Regulatory Affairs
Marian Tibbits	55	Director

Paul Tibbits	72	Director
Yasushi Chikagami	73	Director

(1)	Member of the Executive Committee.

Stephen Chen was named Chairman of the Board in February 2012 and has been a director of the Company since February 1996. He has been President and Chief Executive Officer of STC International, Inc., a health care investment firm, since May 1992. Dr. Chen has over thirty years of international business experience, including an extensive background in pharmaceutical product acquisition and licensing, development of joint venture agreements, execution of business strategy, and leadership of start-up companies in the pharmaceutical, biotechnology and nutraceutical industries. Dr. Chen has held executive positions in R&D and business development at several major pharmaceutical companies, including Burroughs Wellcome (presently GlaxoSmithKline), Miles Pharmaceuticals (presently Bayer), ICI America (presently AstraZeneca), and Ciba-Geigy (presently Novartis). He received a PhD degree in Pharmaceuticals from Purdue University in 1977.

Bernard Cohen was hired to be a Vice-President and Chief Financial Officer of the Company on October 1, 2009. Mr. Cohen has been Director of Finance and Data Base Manager at the Harrington Regional Medical Center, Inc. (HRMCI), which is the management and development entity for the Harrington Regional Medical Center in Amarillo, Texas. Previously, he held various executive positions at Colbert’s of Amarillo, a department store. His positions included: Chief Executive Officer, Vice President, Chief Financial Officer, and Controller. He has been a member of the Texas Tech University Health Sciences Center at Amarillo (TTUHSC) Institutional Review Board (IRB) where he reviewed clinical trial protocols to monitor the safety and protection of human research and testing subjects. Neither HRMCI nor TTUHSC has any connection whatsoever with the Company.

Martin J. Cummins has held several positions within the Company since joining the Company full-time in June 1992. Mr. Cummins currently oversees all research studies involving human participants as Vice President of Clinical and Regulatory Affairs. Mr. Cummins has received extensive training in the fields of clinical trial design, monitoring and analysis, as well as regulatory affairs and compliance and has 14 publications to reflect his work. He received a BS degree in microbiology from Texas Tech University. He is the son of Joseph Cummins.

Marian Tibbits was added to the board of directors in April 2011. Mrs. Tibbits has been involved for many years in various volunteer activities for the education of Kentucky children. She has held various local, district, and state positions. Additionally, Mrs. Tibbits has previously held management positions in finance and accounting and presently manages various business ventures.

Paul Tibbits was added to the board of directors in October 2010. Mr. Tibbits is a graduate of Western Kentucky University who joined the board after a career in the United States Army at Fort Knox and the Civil Service. Prior to retiring in 1997 Mr. Tibbits served in a management position with General Electric Company and owned his own business. Mr. Tibbits retired from Civil Service to raise cattle and farm.

Yasushi Chikagami was added to the board of directors in June 2012. Mr. Chikagami holds a B.S. Degree in Agricultural Engineering from National Taiwan University, and an M.S. Degree in Engineering from the University of Tokyo. Mr. Chikagami has principally been engaged in the technology industry during his business career, continues to serve on several boards, and is currently serving as Chairman for Arise Corporation (Taiwan), Good TV Broadcasting Corporation (Taiwan), and ZMOS Technology, Inc. (US).

The Company’s directors are elected at the annual meeting of shareholders to hold office until the annual meeting of shareholders for the ensuing year or until their successors have been duly elected and qualified. Directors receive compensation of $1,000 per day for attendance at meetings, $250 per day for regularly scheduled teleconference meetings, and are reimbursed for any out-of-pocket expenses in connection with their attendance at meetings.

Officers are elected annually by the Board of Directors and serve at the discretion of the Board.

Audit Committee

Mr. Tom D’Alonzo, Chairman of the Audit Committee, resigned his position as a member of the ABI Board of Directors on June 18, 2012. By virtue of his departure from the BOD, he left the Audit Committee. Dr. James Page resigned his BOD position on April 15, 2012. Dr. Stephen T. Chen became the CEO on or about February 22, 2012. Mr. Yasushi Chikagami began serving as a Director on June 8, 2012. Dr. Dennis Moore resigned from the BOD effective May 15, 2012. At this point, there is no Audit Committee. Other than Mr. Chikagami, no other BOD members have the experience to either chair or serve on the Audit Committee. Dr. Chen is not eligible for the Audit Committee by virtue of his being Chairman and CEO. The Company is still contemplating structural changes which could result in additional new directors. If that does occur, the Audit Committee will be reconstituted and resume its function. While there have been no changes in internal controls, the Company continually reviews all internal controls. Ms. Brianne Braudt, the Company’s independent internal control auditor, will consult with the Company on its existing internal controls and possible changes or augmentations to those controls.

Code of Ethics

The Company’s Code of Ethics may be found on the Company’s website, www.amarbio.com.

Compliance with Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires directors and officers of the Company and persons who own more than 10 percent of the Company’s common stock to file with the Securities and Exchange Commission (the “Commission”) initial reports of ownership and reports of changes in ownership of the common stock. Directors, officers and more than 10% shareholders are required by the Exchange Act to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge based solely on a review of the copies of such reports furnished to the Company, the following persons have failed to file, on a timely basis, the identified reports required by the Exchange Act during the most recent fiscal year:

Name and Principal Position	Number of Late Reports	Known Failures to File a Required Form
Dr. Stephen T. Chen, Chairman of the Board, and Chief Executive Officer	0	0
Bernard Cohen, Vice President and Chief Financial Officer	0	0
Mr. Martin J. Cummins, Vice President of Clinical and Regulatory Affairs	0	0
Marian Tibbits, Director	0	0
Paul Tibbits, Director	0	0
Yasushi Chikagami, Director	1	0

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth for the three years ended December 31, 2012 compensation paid by the Company to its Chairman of the Board and Chief Executive Officer; to its Chief Operating Officer and Director of Research; to its Vice President of Clinical and Regulatory Affairs and to its Vice President and Chief Financial Officer.

Summary Compensation Table
		Annual Compensation						Long Term Compensation
Name and Principal Position	Year	Salary		Bonus		Other Compensation		Securities Underlying Options
Dr. Joseph M. Cummins, Chairman of the Board, President and Chief Executive Officer	2012	$	71,413	$	-	$	-		-
	2011	$	52,246	$	-	$	-		*1,190,000
	2010	$	126,990	$	-	$	19,354		300,000
Mr. Martin J. Cummins, Vice President of Clinical and Regulatory Affairs	2012	$	62,289	$	-	$	-		-
	2011	$	50,125	$	-	$	-		*879,000
	2010	$	83,433	$	100	$	16,128		250,000
Mr. Bernard Cohen, Vice President and Chief Financial Officer	2012	$	39,051	$	-	$	-		-
	2011	$	37,433	$	-	$	-		*50,000
	2010	$	36,170	$	100	$	3,226		50,000

*All existing employee options were repriced to $0.05 per share with a 5 year term on October 27, 2011. No additional new options were issued.

Dr. Cummins retired on November 30, 2012 and became a consultant to the Company on December 1, 2012. The salary shown in the table reflects only his salary as an officer and an employee.

Option Grants in 2012

There were no options granted to the executive officers named above, during 2012.

Director Compensation for Last Fiscal Year

Directors receive $1,000 compensation for attendance at directors’ meetings and $250 for regularly scheduled teleconference meetings. There were no regularly scheduled meetings during 2012.

No director agreements were executed in 2012.

Amendment #4 to the employment contract of Joseph M. Cummins (Employee) was entered into on May 19, 2012 by Employee and ABI (Employer). The amendment provides for the change in annual salary of Employee from $175,000 per year to $5,000 per month ($60,000 annually). Additionally, Employee releases Employer from any liability for payment of back salary or benefits (of any form) in the amount of $278,259. The Amendment further states that term of the contract shall be through November 30, 2012. Commencing December 1, 2012 through November 30, 2014, the Employee will become a consultant for the monthly sum of $5,000. The Amendment was effective as of May 15, 2012 and was executed by Dr. Stephen T Chen, PhD, Chairman and CEO and Joseph M. Cummins, DVM, PhD, President and COO.

On October 31, 2012, ABI carried a liability for back salary owing to Martin Cummins in the amount or $236,732.11. An agreement was reached between ABI and Martin Cummins wherein the parties agreed that claim to $136,732.11 was waived and forgiven by Martin Cummins, both parties agreed to execute a note payable for $100,000 which was the amount of back salary not forgiven by Mr. Cummins and would be paid with a $40,000 down payment and a payout according to an agreed upon schedule, and a new employment contract where Mr. Cummins was given ten months at $5,000 gross salary per month to be employed. Furthermore, both parties agreed to execute a mutual release of liability and Mr. Cummins agreed to return 879,000 ABI stock options.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of December 31, 2012, there were 73,554,897 shares of the Company’s common stock outstanding. The following table sets forth as of December 31, 2012, the beneficial ownership of each person who owns more than 5% of such outstanding common stock:

Name and Address		Amount and Nature of Beneficial Ownership		Percent of Class Owned(1)
None		-		-

(1) Applicable percentage ownership is based on 73,554,897 shares of common stock outstanding as of December 31, 2012, plus the additional shares that the stockholder is deemed to beneficially own. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2012, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

The following table sets forth the beneficial ownership of the Company’s stock as of December 31, 2012 by each executive officer and director and by all executive officers and directors as a group:

Name and Address of Owner		Amount and Nature of Beneficial Ownership				Percent of Class Owned1
Stephen T. Chen 2125 Pinehurst Court El Cerrito, CA 94530			1,189,500	2			1.55	%

Martin J. Cummins 6615 Sandie Amarillo, TX 79109	124,153		.16	%
Bernard Cohen 2803 S. Travis St. Amarillo, TX 79109	50,000	3	0.06	%
Paul and Marian Tibbits 2371 Blue ball Road Rineyville, KY 40162	15,575,278	4	20.25	%
Yasushi Chikagami 9F, No. 29, Ln. 107, Sec. 2 Heping E. Rod., Da’an Dist. Taipei City 106, Taiwan (ROC)	4,916,667	5	6.39	%
Total Group (all directors and executive officers – 6 persons)	21,855,598	6	28.74	%

(2) Includes options to purchase 300,000 shares of our common stock beneficially owned by Dr. Chen exercisable within 60 days.

(3) Includes options to purchase 50,000 shares of our common stock beneficially owned by Mr. Cohen exercisable within 60 days. Options will be returned to the Company when the contract disclosed at the end of Item 11 is fully executed.

(4) Includes warrants to purchase 1,150,000 shares of our common stock beneficially owned by Mr. and Mrs. Tibbits exercisable within 60 days. Also includes 3,262 shares of Series 2010-A 10% Convertible Preferred Stock, included in this total as 3,262,000 shares of common stock.

(5) Includes options to purchase 1,000,000 shares of our common stock beneficially owned by Mr. Chikagami exercisable within 60 days.

(6) Directors and officers percentage ownership is calculated based on 76,054,897 total shares outstanding plus Directors and Officers options beneficially owned.

Equity Compensation Plan Information

Stock Plans *	Issue Date Range	Total Shares Authorized		Shares Issued		Shares Remaining
2008 Stock Incentive Plan	5/23/08 – 10/11/11		600,000		463,420		136,580
2008 Executive Officers Compensatory Stock Plan	7/10/08 – 9/17/08		200,000		51,563		148,437
2008 Amended and Restated Directors, Officers and Consultants Stock Purchase Plan	10/22/08 – 8/3/11		8,000,000		7,766,791		233,209
2009 Consultants Stock Grant Plan	7/13/09 – 10/31/09		100,000		50,000		50,000
Non Stock Plan Issuances	6/2/08 – 3/12/10		929,562		205,863		723,699

Stock Option Plans *	Issue Date Range	Total Options Authorized**		Options Issued		Options Remaining
2009A Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan ***	04/30/09 – 3/8/11		20,000,000		3,050,000		16,950,000
Non Stock Option Plan Issuances	06/30/08 – 12/16/08		1,056,912		1,056,912		0

* The Board of Directors has approved all stock, stock option and stock warrant issuances.

** One option reserves one share of common stock.

*** This plan replaces and supersedes in their entirety the Company’s Outside director and Advisor Stock Option Plan, as amended and restated as of May 11, 1999; the Company’s 1996 Employee’s Stock Option Plan, as amended and restated as of May 11, 1999; and the Company’s First Amended 2006 Employee’s Stock Option and Stock Bonus Plan; provided however, that options already issued and outstanding under said superseded plans shall continue to be outstanding and exercisable in accordance with their terms, as such may have been extended or re-priced from time to time, and the terms of any applicable option agreements entered into between the Company and the Optionee.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has relied significantly on HBL, a large shareholder of the Company, for a substantial portion of its capital requirements. Pursuant to the Development Agreement, which was terminated as of December 22, 2012 as previously described, HBL advanced $9,000,000 for funding of research. In addition, HBL has purchased substantial amounts of the Company’s common stock from time to time, to the point where it now owns 3.62% of the issued and outstanding shares of common stock of the Company.

While the Development Agreement was in force, the Company was obligated to pay HBL a percentage of sublicense fee income the Company receives. We owed $78,360 of accrued sublicense fees to HBL on December 31, 2012.

Prior to termination of the agreement, HBL was obligated to pay the Company an 8% royalty on sales of oral interferon in Japan. The Company recorded $0 of royalties in both 2012 and 2011 from HBL animal health sales of oral interferon.

All future transactions and loans between the Company and its officers, directors and 5% shareholders will be on terms no less favorable to the Company than could be obtained from independent third parties. There can be no assurance, however, that future transactions or arrangements between the Company and its affiliates will be advantageous, that conflicts of interest will not arise with respect thereto or that if conflicts do arise, that they will be resolved in favor of the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following summarizes the fees incurred by the Company during 2012 and 2011 for accountant and related services.

Audit Fees

	2012	2011
LBB & Associates Ltd., LLP	$72,310	$62,112

All Other Fees

None.

Accountant Approval Policy

Before an accountant is engaged by the Company to perform audit or non-audit services, the accountant must be approved by the Company’s Audit Committee, or the Executive Committee in the absence of an Audit Committee.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

EXHIBIT INDEX

3.1‡		Restated Articles of Incorporation of the Company, dated July 5, 2007.
3.3*		Bylaws of the Company.
4.1*		Specimen Common Stock Certificate.
4.2*		Form of Underwriter's Warrant.
4.3(5)		Form of Series A Common Stock Purchase Warrant, dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd.
10.1(11)		2008 Stock Incentive Plan dated May 20, 2008.
10.2*		License Agreement dated as of March 22, 1988 between the Company and The Texas A&M University System.
10.3(9)		2006 Employee Stock Option and Stock Bonus Plan
10.4(9)		Office/Warehouse Lease Agreement dated December 22, 2006, between Wild Pony Holdings, L.P. and the Company.
10.5*		Joint Development and Manufacturing/Supply Agreement dated March 13, 1992 between the Company and HBL, as amended.
10.6(9)		Engagement Letter dated September 22, 2007, between MidSouth Capital Markets Group, Inc. and the Company.
10.7*		Japan Animal Health License Agreement dated January 20, 1993 between the Company and HBL.
10.11*		Manufacturing/Supply Agreement dated June 1, 1994 between the Company and HBL.
10.12*		Settlement Agreement dated April 27, 1995 among the Company, ISI, Pharma Pacific Management Pty. Ltd. ("PPM"), Pharma Pacific Pty. Ltd., Pharma Pacific Ltd. and Fernz Corporation Limited.
10.14*		PPM/ACC Sublicense Agreement dated April 27, 1995 between PPM and the Company.
10.18*		Form of Consulting Agreement between the Company and the Underwriter.
10.19(10)		Stock Option Agreement, dated July 18, 2007, between the Company and Commonwealth Associates
10.20†		1996 Employee Stock Option Plan, Amended and Restated as of May 11, 1999.
10.21†		Outside Director and Advisor Stock Option Plan, Amended and Restated as of May 11, 1999.
10.22*		Form of Indemnification Agreement between the Company and officers and directors of the Company.
10.23*		Indemnification Agreement between HBL and the Company.
10.24(10)		Warrant Agreement, dated June 27, 2006, between the Company and Marks Value Partners, LLC
10.25(10)		Engagement Letter, dated November 3, 2006, between the Company and MidSouth Capital, Inc.

10.26**		License Agreement dated July 22, 1997 between Hoffmann-La Roche, Inc. and the Company.
10.27**		Distribution Agreement dated January 12, 1998 between Global Damon Pharmaceutical and the Company.
10.28**		Distribution Agreement dated September 17, 1997 between HBL and the Company (tumor necrosis factor-alpha).
10.29**		Distribution Agreement dated September 17, 1997 between HBL and the Company (interferon gamma).
10.30***		Amendment No. 1 dated September 28, 1998 to License Agreement of March 22, 1988 between The Texas A&M University System and the Company.
10.36††		License Agreement dated February 1, 2000 between Molecular Medicine Research Institute and the Company (interferon gamma administered orally).
10.37†† a		License and Supply Agreement dated April 3, 2000 with Key Oncologics (Pty) Ltd. and the Company.
10.38††		Amendment No. 1 dated April 4, 2000, to Interferon Gamma Distribution Agreement dated September 17, 1997 between HBL and the Company (interferon gamma).
10.39†† a		License and Supply Agreement dated April 25, 2000 between Biopharm for Scientific Research and Drug Industry Development and the Company.
10.40†† a		Sales Agreement dated May 5, 2000 between Wilke Resources, Inc. and the Company.
10.41††		Engagement Agreement dated September 26, 2000 between Hunter Wise Financial Group, LLC and the Company.
10.42†† a		Supply Agreement (Anhydrous Crystalline Maltose) dated October 13, 2000 between Hayashibara Biochemical Laboratories, Inc. and the Company.
10.43†† a		Supply Agreement dated December 11, 2000 between Natrol, Inc. and the Company.
10.44††† a		License Agreement dated September 7, 2001 between Atrix Laboratories, Inc. and the Company.
10.45†††† a		Supply Agreement dated June 20, 2004 between Global Kinetics, Inc. and the Company.
10.46†††† a		License and Supply Agreement dated September 13, 2004 between Nobel ILAC SANAYII VE TICARET A.S. and the Company
10.47(3)a		License and Supply Agreement dated October 19, 2005 between Global Kinetics, Inc. and the Company.
10.48 (3)a		License and Supply Agreement dated January 18, 2006, between Bumimedic (Malaysia) SDN. BHD., and the Company.
10.49(4)		Employment Contract dated March 13, 2006, between Gary W. Coy and the Company.
10.50(4)		Employment Contract dated September 10, 2006, between Joseph M. Cummins and the Company.

10.51(4)		Employment Contract dated September 10, 2006, between Martin J. Cummins and the Company.
10.52(4)a		Supply Agreement (Anhydrous Crystalline Maltose) dated October 16, 2006 between Hayashibara Biochemical Laboratories, Inc. and the Company
10.53(4)a		License and Supply Agreement dated November 16, 2006, between CytoPharm, Inc. and the Company.
10.54(5)		Securities Purchase Agreement dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd.
10.55(5)		Registration Rights Agreement dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd.*
10.56(5)		Certificate of Designation of Preferences dated January 8, 2008, executed by the Company
10.57(5)		Series A Common Stock Purchase Warrant dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd.
10.58(7)		Amendment No. 1 to the Securities Purchase Agreement dated February 14, 2008, between the Company and Firebird Global Master Fund, Ltd.
10.59(7)		Amendment No. 1 to the Registration Rights Agreement dated February 14, 2008, between the Company and Firebird Global Master Fund, Ltd.
10.60(8)a		Supply Agreement, dated March 20, 2008, between the Company and CytoPharm, Inc.
10.61(8)		Employment Contract, dated April 15, 2008, between the Company and Peter Mueller
10.62(9)a		Engagement Letter dated September 22, 2007, between MidSouth Capital Markets Group, Inc. and the Company.
10.63(10)		Consulting Agreement, dated July 18, 2007, between the Company and Commonwealth Associates
10.64(10)		Stock Option Agreement, dated June 21, 2006, between the Company and Teel Bivins
10.65(10)		Consulting Agreement, dated April 21, 2006, between the Company Teel Bivins
10.66(11)		Investor Direct Marketing Services Agreement, dated June 26, 2006, between the Company and Marks Value Partners LLC
10.67(12)		License and Supply Agreement dated February 6, 2009, between the Company and Cyto Biotech, Inc.
10.68(13)		Addendum dated February 20, 2009 to the License and Supply Agreement dated February 6, 2009, between Cyto Biotech, Inc. and the Company
10.69(14)		Consulting Agreement dated September 4, 2009, between the Company and Biotech Financial Inc.
10.70(14)		Employment Contracted, dated October 1, 2009, between the Company and Bernard Cohen.

10.71		License and Supply Agreement dated January 7, 2010, between the Company and Intas Pharmaceuticals, Ltd.
99.1		906 Certification

*The Exhibit is incorporated by reference to the exhibit of the same number to the Company's Registration Statement on Form SB-2 filed with and declared effective by the Commission (File No. 333-4413) on August 8, 1996.

**The Exhibit is incorporated by reference to the Company's 1997 Annual Report on Form 10-KSB filed with the Commission on or before March 31, 1998.

***The Exhibit is incorporated by reference to the Company's 1998 Annual Report on Form 10-KSB filed with the Commission on or before March 31, 1999.

† The Exhibit is incorporated by reference to the Company's Report on Form 10-QSB for the quarterly period ended June 30, 1999, filed with the Commission on August 12, 1999 and subsequently amended on September 13, 1999.

†† The Exhibit is incorporated by reference to the Company's 2000 Annual Report on Form 10-KSB filed with the Commission on or before April 16, 2001.

††† The Exhibit is incorporated by reference to the Company's Report on Form 8-K filed with the Commission on September 24, 2001.

†††† The Exhibit is incorporated by reference to the Company's 2004 Annual Report on Form 10-KSB filed with the Commission on or before April 15, 2005.

‡ The Exhibit is incorporated by reference to the Company's 2007 Annual Report on Form 10-KSB filed with the Commission on or before March 31, 2008.

aPortions of this exhibit have been omitted and filed separately with the commission.

(3)		Filed as an exhibit to the Company’s Annual report on Form 10-KSB filed with the SEC on April 3, 2006 and incorporated herein by reference.
(4)	Filed as an exhibit to the Company’s Annual report on Form 10-KSB filed with the SEC on March 26, 2007 and incorporated herein by reference.
(5)		Filed as an exhibit to the Report on Form 8-K filed with the SEC on January 15, 2008 and incorporated herein by reference.
(6)		Filed as an exhibit to the Report on Form 8-K/A filed with the SEC on January 22, 2008 and incorporated herein by reference.
(7)		Filed as an exhibit to the Report on Form 8-K filed with the SEC on February 21, 2008 and incorporated herein by reference.
(8)		Filed as an exhibit to the Report on Form 8-K filed with the SEC on April 21, 2008 and incorporated herein by reference.
(9)		Filed as an exhibit to the Company’s Registration Statement on Form S-1 (No. 333-150421) filed with the SEC on April 24, 2008.
(10)		Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 (No. 333-150421) filed with the SEC on May 21, 2008.
(11)		The Exhibit is incorporated by reference to the Company’s Report on Form S-8 filed with the SEC on May 22, 2008.
(12)		The Exhibit is incorporated by reference to the Company’s Report on Form S-8 filed with the SEC on February 26, 2009.
(13)		The Exhibit is incorporated by reference to the Company’s Report on Form 10-Q for the period ending March 31, 2009, filed with the SEC on May 15, 2009.
(14)		The Exhibit is incorporated by reference to the Company’s Report on Form 10-Q for the period ending September 30, 2009, filed with the SEC on November 13, 2009.

SIGNATURES

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

	AMARILLO BIOSCIENCES, INC.
Date: March 28, 2013	By: /s/ Stephen Chen Stephen Chen, Chairman of the Board, and Chief Executive Officer
Date: March 28, 2013	By: /s/ Bernard Cohen Bernard Cohen, Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Stephen Chen	Chairman of the Board, Director and Chief Executive Officer	March 28, 2013
Stephen Chen

/s/ Marian Tibbits	Director	March 28, 2013
Marian Tibbits
/s/ Paul Tibbits	Director	March 28, 2013
Paul Tibbits
/s/ Yasushi Chikagami	Director	March 28, 2013
Yasushi Chikagami

Amarillo Biosciences, Inc.

Financial Statements

Years ended December 31, 2012 and 2011


Contents


Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets	F-2

Statements of Operations	F-3

Statements of Stockholders’ Deficit	F-4

Statements of Cash Flows	F-5

Notes to Financial Statements	F-6

LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Amarillo Biosciences, Inc.

Amarillo, TX

We have audited the accompanying balance sheets of Amarillo Biosciences, Inc. (the “Company”) as of December 31, 2012 and 2011, and the related statements of operations, stockholders' deficit, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amarillo Biosciences, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2013 raise substantial doubt about its ability to continue as a going concern. The 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP

Houston, Texas

March 27, 2013

F-1

Amarillo Biosciences, Inc.

Balance Sheets

	December 31, 2012			December 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	7,261		$	2,819
Prepaid expense and other current assets		13,674			6,588
Total current assets		20,935			9,407
Property, equipment and software, net		-			42
Patents, net		94,100			105,556
Total assets	$	115,035		$	115,005

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	360,353		$	810,621
Accrued interest – related parties		951,442			841,294
Accrued expenses – related party		78,360			78,360
Derivative liabilities		4,217			114,659
Notes payable		-			70,000
Notes payable – related parties		2,847,958			2,285,000
Notes payable – convertible, net		-			18,533
Total current liabilities		4,242,330			4,218,467
Total liabilities		4,242,330			4,218,467

Commitments and contingencies

Stockholders' deficit
Preferred stock, $0.01 par value:
Authorized shares – 10,000,000
Issued and outstanding shares – 3,262 at December 31, 2012 and 1,700 at December 31, 2011		33			17
Common stock, $0.01par value:
Authorized shares - 100,000,000
Issued and outstanding shares – 73,554,897 at December 31, 2012 and 71,559,789 at December 31, 2011		735,549			715,598
Additional paid-in capital		31,966,377			31,328,479
Accumulated deficit		(36,829,254	)		(36,147,556	)
Total stockholders' deficit		(4,127,295	)		(4,103,462	)
Total liabilities and stockholders’ deficit	$	115,035		$	115,005

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

F-2

Amarillo Biosciences, Inc.

Statements of Operations

	Years ended December 31,
	2012			2011
Revenues:
Product sales	$	530		$	8,395
Sublicense fees		-			50,000
Total revenues		530			58,395

Cost of revenues:
Product sales		212			4,354
Total cost of revenues		212			4,354
Gross margin		318			54,041

Operating expenses:
Research and development expenses		199,599			281,107
Selling, general and administrative expenses		355,327			918,814
Total operating expenses		554,926			1,199,921

Operating loss		(554,608	)		(1,145,880	)

Other income (expense):
Gain on debt conversion		15,220			-
Change in fair value of derivatives		44,096			36,468
Interest expense		(155,555	)		(211,718	)
Other income		-			7,357
Net loss		(650,847	)		(1,313,773	)
Preferred stock dividend		(30,851	)		(16,956	)
Net loss applicable to common shareholders		(681,698	)	$	(1,330,729	)

Basic and diluted net loss per average share available to common shareholders	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding – basic and diluted		73,367,810			65,028,701

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

F-3

Amarillo Biosciences, Inc.

Statements of Stockholders’ Deficit

Years Ended December 31, 2012 and 2011

	Issuance	Preferred Stock				Common Stock				Additional		Accumulated			Total Stockholders’
	Price	Shares		Amount		Shares		Amount		Paid in Capital		Deficit			Deficit
Balance at December 31, 2010			1,500	$	15		61,147,224	$	611,472	$	30,835,300	$	(34,816,827	)	$	(3,370,040	)
Net loss for year ended December 31, 2011			-		-		-		-		-		(1,313,773	)		(1,313,773	)
Fair value of options and warrants issued			-		-		-		-		37,046		-			37,046
Issuance of common stock for reduction in debt	0.04		-		-		250,000		2,500		12,250		-			14,750
Issuance of common stock for cash in private placements and under stock plan	0.046-0.065		-		-		2,803,590		28,036		59,964		-			88,000
Issuance of common stock for services	0.031-0.09		-		-		7,358,975		73,590		348,821		-			422,411
Issuances of convertible preferred stock, net	100.00		200		2		-		-		17,998		-			18,000
Imputed interest on notes			-		-		-		-		17,100		-			17,100
Preferred stock dividends			-		-		-		-		-		(16,956	)		(16,956	)
Balance at December 31, 2011			1,700		17		71,559,789		715,598		31,328,479		(36,147,556	)		(4,103,462	)

Net loss for year ended December 31, 2012			-		-		-		-		-		(650,847	)		(650,847	)
Issuance of preferred stock for debt/dividends	100.00		1,339		14		-		-		133,864		-			133,878
Issuance of common stock for debt	0.0202-0.0208		-		-		1,945,108		19,451		54,640		-			74,091
Issuance of common stock for services	0.035						50,000		500		1,250					1,750
Issuances of convertible preferred stock, net	100.00		223		2		-		-		19,998		-			20,000
Warrants returned to equity upon stock issued for debt			-		-		-		-		17,035		-			17,035
Forgiveness of accrued expenses - related party			-		-		-		-		411,111		-			411,111
Preferred stock dividends			-		-		-		-		-		(30,851	)		(30,851	)
Balance at December 31, 2012			3,262	$	33		73,554,897	$	735,549	$	31,966,377	$	(36,829,254	)	$	(4,127,295	)

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

F-4

Amarillo Biosciences, Inc.

Statements of Cash Flows

	Year ended December 31,
Cash flows from Operating Activities	2012			2011
Net loss	$	(650,847	)	$	(1,313,773	)
Adjustments to reconcile net loss to net cash used in operating activities:
		15,572			16,597
Common stock issued for salaries and services		1,750			422,411
Fair value of options granted		-			37,046
Change in fair value of derivative liabilities		(44,096	)		(36,468	)
Amortization of debt discount		21,467			81,533
Gain on conversion of debt		(15,220	)		(6,907	)
Imputed interest on related party notes		-			17,100
Changes in operating assets and liabilities:
Prepaid expense and other current assets		(7,086	)		129,046
Accounts payable and accrued expenses		78,870			253,710
Accrued interest – related parties		110,148			90,000
Net cash used in operating activities		(489,442	)		(309,705	)
Cash flows from Investing Activities
Investment in patents		(4,074	)		(2,808	)
Net cash used in investing activities		(4,074	)		(2,808	)
Cash flows from Financing Activities
Issuance of common stock for cash		-			88,000
Proceeds from convertible debt, net		-			103,000
Payments on convertible debt		-			(53,000	)
Proceeds from notes payable		-			70,000
Payments on notes payable		(70,000	)		-
Proceeds from notes payable related party		557,958			85,000
Payments on notes payable related party		(10,000	)		-
Issuance of convertible preferred stock for cash		20,000			18,000
Net cash provided by financing activities		497,958			311,000
Net change in cash		4,442			(1,513	)
Cash and cash equivalents at beginning of period		2,819			4,332
Cash and cash equivalents at end of period	$	7,261		$	2,819
Supplemental Cash Flow Information
Cash paid for interest	$	6,081		$	6,679
Cash paid for income taxes	$	-		$	-
Non-Cash Transactions
Common stock issued for convertible debt	$	74,091		$	14,750
Discount on convertible debt	$	-		$	103,000
Preferred stock issued for notes payable related party and accrued interest	$	110,300		$	-
Preferred stock issued for accrued dividends and interest	$	23,578		$	-
Reclassification of derivative liability to permanent equity	$	17,035		$	-
Forgiveness of accrued salaries	$	411,111		$	-
Issuance of note payable related party for accrued salaries	$	100,000		$	-

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

F-5

Amarillo Biosciences, Inc.

Notes to Financial Statements

December 31, 2012 and 2011

1. Organization and Summary of Significant Accounting Policies

Organization and Business

Amarillo Biosciences, Inc. (the "Company” or “AMAR” or “Amarillo” or “ABI”), a Texas corporation formed in 1984, is engaged in developing biologics for the treatment of human and animal diseases. The Company is continuing its clinical studies as part of the process of obtaining regulatory approval from the United States Food and Drug Administration ("FDA"), so that commercial marketing can begin in the United States. The Company has developed a dietary supplement and an interferon alpha lozenge, but has not commenced any significant product commercialization activities.

Going Concern

These financial statements have been prepared in accordance with United States generally accepted accounting principles, on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not yet achieved operating income, and its operations are funded primarily from debt and equity financings. Losses are anticipated in the ongoing development of its business and there can be no assurance that the Company will be able to achieve or maintain profitability.

The continuing operations of the Company and the recoverability of the carrying value of assets is dependent upon the ability of the Company to obtain necessary financing to fund its working capital requirements, and upon future profitable operations. The accompanying financial statements do not include any adjustments relative to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

There can be no assurance that capital will be available as necessary to meet the Company's working capital requirements or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in dilution in the equity interests of its current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company's liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success may be adversely affected and the Company may cease operations. These factors raise substantial doubt regarding our ability to continue as a going concern.

Fair Value of Financial Instruments

Under the Financial Account Standards Board Accounting Standards Codification (“FASB ASC”), we are permitted to elect to measure financial instruments and certain other items at fair value, with the change in fair value recorded in earnings. We elected not to measure any eligible items using the fair value option. Consistent with Fair Value Measurement Topic of the FASB ASC, we implemented guidelines relating to the disclosure of our methodology for periodic measurement of our assets and liabilities recorded at fair market value.

F-6

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one more significant inputs or significant value drivers are unobservable.

Our Level 1 assets and liabilities primarily include our cash and cash equivalents. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. The carrying amounts of accounts receivable, accounts payable, accrued liabilities, and notes payable approximate fair value due to the immediate or short-term maturities of these financial instruments. Our Level 2 liabilities consist of derivative liabilities. These are valued using observable inputs from readily available pricing sources for similar liabilities in active markets.

Stock-Based Compensation

Stock-based compensation expense is recorded in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, for stock and stock options awarded in return for services rendered. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

The fair value of each option granted in 2011 is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0%, expected volatility of between 181% and 186%, risk-free interest rate between 0.73% and 1.20%, and expected life between 2 and 5 years.

Cash and Cash Equivalents

The Company classifies investments as cash equivalents if the original maturity of an investment is three months or less.

Allowance for Doubtful Accounts

The Company establishes an allowance for doubtful accounts to ensure trade and notes receivable are not overstated due to uncollectibility. The Company’s allowance is based on a variety of factors, including age of the receivable, significant one-time events, historical experience, and other risk considerations. The Company had no material accounts receivable and no allowance at December 31, 2012 and 2011.

Inventory

Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company continually assesses the appropriateness of inventory valuations giving consideration to slow-moving,

F-7

non-saleable, out-of-date or close-dated inventory. As of December 31, 2012 and 2011 the Company had $1,058 and $1,489, respectively, of inventory included in other current assets.

Property and Equipment

Property and equipment are stated on the basis of historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the two to seven year estimated useful lives of the assets.

Patents and Patent Expenditures

AMAR holds patent license agreements and holds patents that are owned by the Company. All patent license agreements remain in effect over the life of the underlying patents. Accordingly, the patent license fee is being amortized over the estimated life of the patent using the straight-line method. Patent fees and legal fees associated with the issuance of new owned patents are capitalized and amortized over the estimated 15 to 20 year life of the patent. The Company continually evaluates the amortization period and carrying basis of patents to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our patents, we may incur charges for impairment in the future.

Long-lived Assets

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Revenue Recognition

Dietary supplement and interferon sales

Revenues for the dietary supplement and interferon sales are recognized when an arrangement exists, the price is fixed and it has been determined that collectibility is reasonably assured. This generally occurs at the point when the goods are shipped to the customer.

Sublicense fee revenue

Sublicense revenue is calculated based on fees relating to a license. Amarillo recognizes revenue on these sublicense fees in the month the revenue is generated by the licensee.

Royalty revenue

F-8

Research and Development

Research and development costs are expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The most significant estimates are the assumptions used in the valuation models to determine the fair value of stock-based compensation and the fair value of the derivative liability.

Basic and Diluted Net Income (Loss) Per Share

Net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. In 2012 and 2011, options and warrants outstanding were antidilutive and not included in the calculation of fully diluted net loss per share.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist principally of cash.

The Company has cash balances in a single financial institution which, from time to time, exceed the federally insured limit of $250,000. No loss has been incurred related to this concentration of cash.

Other Concentrations

Among other things, the Development Agreement provided us and our sub-licensees with a source of natural human interferon alpha for use in the Company’s interferon alpha-containing products. Termination of the Development Agreement leaves the Company without a current source of interferon with which to conduct clinical trials or to supply its sub-licensees. The Company is exploring its options and is talking with alternate suppliers of interferon.

F-9

Recent Accounting Pronouncements

Management does not anticipate that any recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

2. Property, Equipment and Software

Property, equipment and software are stated at cost less accumulated depreciation and consist of the following at December 31, 2012 and 2011:

	2012			2011
Furniture and equipment	$	38,221		$	38,221
Software		8,012			8,012
		46,233			46,233
Less: accumulated depreciation		(46,233	)		(46,191	)
Property, equipment and software, net	$	-		$	42

Depreciation expense amounted to $42 and $1,307 for the years ended December 31, 2012 and 2011, respectively.

3. Patents

Patents are stated at cost less accumulated amortization and consist of the following at December 31, 2012 and 2011:

	2012			2011
Patents	$	158,429		$	154,355
Less: accumulated amortization		(64,329	)		(48,799	)
Patents, net	$	94,100		$	105,556

Amortization expense amounted to $15,530 and $15,290 for the years ended December 31, 2012 and 2011, respectively.

Estimated future amortization expense is as follows:

2013	$	15,592
2014		15,592
2015		14,627
2016		11,733
2017		11,733
thereafter		24,823
Total expense	$	94,100

4. Notes Payable

F-10

other $1,000,000 was payable on or before August 28, 2008. Although we are currently in default of the notes, HBL has not demanded payment through the date of this filing. Total accrued interest on the notes at December 31, 2012 and 2011 were $931,294 and $841,294, respectively.

The Company has a line of credit with Wells Fargo for $20,000, with interest at the prime rate plus 6.75 percent. There was an outstanding balance at December 31, 2012 and 2011 of $18,934 and $19,978, respectively, which is included in accounts payable and accrued expenses. This line is used from time to time for purchases. The Company paid $2,029 and $2,005 of interest under the line of credit in 2012 and 2011, respectively.

On January 10, 2011 a promissory note for the $200,000 was executed with Paul Tibbits, a director, which includes interest at 10% per annum, with no stated maturity date, and no collateral. As of December 31, 2012 this note is still outstanding. Total accrued interest on the promissory note at December 31, 2012 and 2011 was $18,000 and $18,261, respectively.

On February 8, 2012, the Company had $85,000 in additional notes to Paul Tibbits. This $85,000 was paid to Mr. Tibbits with convertible preferred stock, 850 shares.

Stephen Chen, ABI CEO, wired the Company money for working capital loans to be used for operations; $182,000 in the first quarter, $134,206 in the second quarter, $119,379 in the third quarter, and $112,373 in the fourth quarter of 2012. The working capital loans are short term, without due dates, and carry no stated interest rates or any other terms. The total cash received through Dr. Chen for 2012 was $547,958.

F-11

shares of ABI Common Stock at $0.0208 per share. The shares were issued in a timely manner in accordance with the covenants of the Note. The Conversion Price used was the Variable Conversion Price as defined by the Note. The principal balance of the note after the conversion was $14,000.

5. License, Sublicense, Manufacturing, Research and Supply Agreements

Manufacturing and Supply Agreements:

The Company was a party to the following manufacturing and supply agreements at December 31, 2012.

In January 2006, a license and distribution agreement was executed with Bumimedic (Malaysia) Sdn. Bhd, a Malaysian pharmaceutical company that is a part of the Antah HealthCare Group, to market our low-dose interferon (natural human IFN) in Malaysia. Bumimedic was to have sought registration for our natural human IFN and to have commenced marketing the product after approval. Pursuant to the agreement, the Company was to have received a series of payments, in three stages: upon formal execution of the distribution agreement, upon regulatory approval, and upon production. The Company was to have received a royalty on the sale of the natural human IFN. Given the termination notice received from HBC, it is likely that the agreement with Bumimedic will be terminated as the Company can no longer supply Bumimedic with natural human IFN produced by Hayashibara.

On January 7, 2010, the Company entered into a License and Supply Agreement with Intas Pharmaceuticals Ltd., an India-based pharmaceutical company. Under the terms of the agreement, Intas was to pay the Company a royalty on net sales in India and Nepal after marketing approval was obtained. Given the termination notice received from HBC, it is likely that the agreement with Intas will be terminated as the Company can no longer supply Intas with natural human IFN produced by Hayashibara.

The Company has a supply agreement with HBL under which the Company gained an exclusive right to purchase and distribute anhydrous crystalline maltose for the treatment of dry mouth (xerostomia). This exclusive supply agreement, which is worldwide excluding Japan, remains in force.

License and Sublicense Agreements:

The Company holds patent rights for which the Company has paid certain license fees under a license agreement with Texas A&M University System. Under this agreement, the Company will pay the licensor a portion of any sublicense fee received by the Company with respect to the manufacturing, use or sale of a licensed product, as well as a royalty fee based on the net selling price of licensed products, subject to a minimum annual royalty.

F-12

The minimum cash royalty owed to Texas A&M University System for 2012 is $7,500, $7,500 for 2011, and $7,500 for 2010.

Even though the license agreement with HBL has been terminated, a total of $78,360 in sublicense fees are owed to HBL based on sublicense fee income earned by the Company during 2008 and 2009 and are included in accrued expenses – related party. There were no sublicense fees due to HBL for 2011, or 2012.

The Company has also entered into various sublicense agreements under which the Company is entitled to receive royalties based on the net sales value of licensed products. However, given the termination of the Development Agreement with HBL, some of these sublicense agreements have been canceled, and it is likely that the rest will be terminated in the near future.

Research Agreements:

The Company currently has no ongoing studies so there are no obligations to pay third parties in 2013 for expenses related to clinical studies.

6. Common Stock

The Company has 100,000,000 shares of voting common shares authorized for issuance. On December 31, 2012, the Company had 85,312,006 shares of common stock outstanding and reserved for issuance upon exercise of options and warrants and conversion of preferred stock. The Company issued common stock in 2012 and 2011 as follows:

Common Stock Issued in 2012	Shares		Issue Price		Net Price
Directors, officers, consultants plan– services		50,000	$	0.035	$	1,750
Debt conversion – cashless		1,945,108		0.0202-0.0208		74,091
Total Common Stock Issued in 2012		1,995,108	$	0.0202-0.035	$	75,841

Common Stock Issued in 2011	Shares		Issue Price		Net Price
Private placements – cash		2,666,667	$	0.03	$	80,000
Directors, officers, consultants plan – cash		136,923		0.05-0.06		8,000
Directors, officers, consultants plan– services		7,358,975		0.046-0.09		422,411
Debt conversion – cashless		250,000		0.04		14,750
Total Common Stock Issued in 2011		10,412,565	$	0.03-0.09	$	525,161

During the years ended December 31, 2012 and December 31, 2011, there were no finder’s fees paid related to private placements of stock.

We have not paid any dividends to our common stock shareholders to date, and have no plans to do so in the immediate future.

We use the services of American Stock Transfer and Trust Company as our transfer agent.

7. Preferred Stock

The Company has 10,000,000 shares of preferred stock authorized for issuance which is issuable in series.

F-13

The Board of directors authorized the issuance of up to 10,000 shares of Series 2010-A 10% Convertible Preferred Stock on July 29, 2010. Each preferred share is convertible into 1,000 common shares ($100 stated value per share divided by $0.10). Dividends are payable quarterly at 10% per annum in cash or stock at the option of the preferred stock Holder. Stock dividend payments are valued at the higher of $0.10 per share of common stock or the average of the two highest volume weighted average closing prices for the 5 consecutive trading days ending on the trading day that is immediately prior to the dividend payment date. During 2011, a total of 200 shares of Series 2010-A 10% Convertible Preferred Stock were issued to a Director. Net proceeds totaled $18,000 after $2,000 of brokerage commissions. The preferred stock is convertible into 200,000 shares of restricted common stock. In 2011, the Company recorded $16,956 of dividends related to the 1,700 shares of preferred stock outstanding. Of this amount, $16,956 was unpaid as of December 31, 2011. During 2012, a total of 1,562 shares of Series 2010-A 10% Convertible Preferred Stock were issued to a Director. Of the 1,562 preferred shares issued, 223 were issued for cash of $20,000. The 1,339 shares were issued as payment for loan principal of $85,000 and interest on notes and dividends (previously payable from 2011) of $48,878. The preferred stock is convertible into 1,562,000 shares of restricted common stock. In 2012, the Company recorded $30,851 of dividends related to the 3,262 shares of preferred stock outstanding. Of this amount, $30,851 was unpaid as of December 31, 2012.

8. Stock Option and Stock Plans

Stock Plans *	Issue Date Range	Total Shares Authorized		Shares Issued		Shares Remaining
2008 Stock Incentive Plan	5/23/08 – 10/11/11		600,000		463,420		136,580
2008 Executive Officers Compensatory Stock Plan	7/10/08 – 9/17/08		200,000		51,563		148,437
2008 Amended and Restated Directors, Officers and Consultants Stock Purchase Plan	10/22/08 – 8/3/11		8,000,000		7,766,791		233,209
2009 Consultants Stock Grant Plan	7/13/09 – 10/31/09		100,000		50,000		50,000
Non Stock Plan Issuances	6/2/08 – 3/12/10		929,562		205,863		723,699

Stock Option Plans *	Issue Date Range	Total Options Authorized**		Options Issued		Options Remaining
2009A Officers, Directors, Employees and Consultants Nonqualified Stock Option Plan ***	04/30/09 – 3/8/11		20,000,000		3,050,000		16,950,000
Non Stock Option Plan Issuances	06/30/08 – 12/16/08		1,056,912		1,056,912		0

* The Board of Directors has approved all stock, stock option and stock warrant issuances.

** One option reserves one share of common stock.

9. Stock Options and Warrants

Stock Options:

During 2012, no options were issued to consultants. During 2011, 100,000 options were issued to consultants, and we recognized $7,280 of expense related to these options and 2,231,792 existing options for employees were cancelled and reissued changing the exercise price and expiration date, we recognized $29,766 of expense related to these options.

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Directors, officers and consultants exercised no options in 2011 or 2012.

Stock option activity for the years ended December 31, 2011 and December 31, 2012 are summarized as follows:

	Shares			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)		Grant Date Fair Value
Outstanding at December 31, 2010		4,686,737		$	0.26			2.67	$	920,188
Options granted		2,331,792			0.05			4.87		114,800
Options exercised		-			-			-		-
Options cancelled/expired		(3,376,737	)		(0.32	)		-		(796,138	)
Outstanding at December 31, 2011		3,641,792		$	0.07			3.84	$	238,850

Vested at December 31, 2011		3,641,792		$	0.07			3.84	$	238,850

Exercisable at December 31, 2011		3,641,792		$	0.07			3.84	$	238,850

Outstanding at December 31, 2011		3,641,792		$	0.07			3.84	$	238,850
Options granted		-			-			-		-
Options exercised		-			-			-		-
Options cancelled/expired		(1,789,000	)		(0.08	)		-		(134,167	)
Outstanding at December 31, 2012		1,852,792		$	0.06			3.24	$	104,683

Vested at December 31, 2012		1,852,792		$	0.06			3.24	$	104,683

Exercisable at December 31, 2012		1,852,792		$	0.06			3.24	$	104,683

Stock warrants:

During 2011, 3,332,831 warrants were issued together with private placement sales of 2,666,667 shares of stock. On November 5, 2011, Amarillo Biosciences, Inc. sold 2,666,667 private placement shares at $0.03 per share along with 1,000,000 warrants exercisable at $0.03 per share. The relative fair value of the 1,000,000 warrants was estimated to be $22,826 using the Black-Scholes option pricing model based on the following assumptions: estimated dividend yield 0%, expected volatility 197%, risk free interest rate 0.25%, and expected life of 3 years. The Base Share Price for this dilutive issuance was $0.03 per share.

On February 6, 2012, 724,487 warrants were issued as a result of having issued 693,069 shares for debt to Hope Capital at $0.0202 per share The Base Share Price for this dilutive issuance was $0.0202 per share. ABI sent a Dilutive Issuance Notice to Warrant Strategies, Inc. on February 6, 2012. The notice was sent pursuant to the Series A Common Stock Purchase Warrant dated June 16, 2009, Section 3(b), “…the Exercise Price shall be reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise price issuable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment.”

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No warrants were exercised in 2012 or 2011.

A summary of the Company's stock warrant activity and related information for the years ended December 31, 2011 and December 31, 2012 is as follows:

	2012						2011
	Warrants			Price Range			Warrants			Price Range
Outstanding Beg. of Year		8,730,190		$	0.03-0.10			8,457,359		$	0.10-0.20
Granted		724,487			0.0202			3,332,831			0.03-0.04
Cancelled/Expired		(2,812,360	)		(0.10	)		(3,060,000	)		(0.20	)
Exercised		-			-			-			-
Outstanding End of Year		6,642,317		$	0.0202-0.10			8,730,190		$	0.03-0.10
Exercisable End of Year		6,642,317		$	0.0202-0.10			8,730,190		$	0.03-0.10

The weighted-average remaining contractual life of the warrants outstanding at December 31, 2012 is .77 years.

Derivative Liabilities:

In 2008, the Company sold preferred stock with attached warrants. As of December 31, 2009, there were 12,447,999 of these warrants outstanding. These warrants contain an anti-dilution ratchet provision. The Company is at risk of triggering the warrant anti-dilution provisions in the future if stock is sold below $0.10 per share to any non-exempt parties. Holders of options and warrants prior to January 8, 2008 plus officers, directors and consultants under stock plans approved by outside board of director members are exempt from the anti-dilution provisions. In 2010, a Director of the Company purchased 12,000,000 of these warrants from the holder, along with their outstanding shares of stock in the Company, for $200,000. In December 2010, the Company agreed to buy the 12,000,000 warrants from the Director for $200,000. A verbal agreement was reached for the purchase price, with interest at 0.43% per annum in December 2010, which was formally executed as a promissory note in January 2011.The warrants were retired due to the purchase by the Company. As of December 31, 2010, 447,999 of the warrants with the anti-dilution provision remained outstanding.

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The anti-dilution provision was determined by management to be an embedded derivative, and was recognized as a liability in accordance with ASC 815 as of January 1, 2009. The Company measures the fair value of the liability at the end of each reporting period, with changes in value recorded as part of other income or expense.

The fair value of warrants with embedded derivative feature was estimated at December 31, 2012 with the binomial Black-Scholes option-pricing model using the following assumptions: probability of anti-dilution ratchet of 75%; a probable reset share price of $0.0155; dividend yield 0.0%; expected volatility of 234.76%, risk-free interest rate of 0.14% and expected life of approximately 0.02 years (the remaining term of the warrants). The fair value of the 2,217,817 outstanding warrants was $4,217.

The fair value of warrants with embedded derivative feature was estimated at December 31, 2011 with the binomial Black-Scholes option-pricing model using the following assumptions: probability of anti-dilution ratchet of 75%; a probable reset share price of $0.0202; dividend yield 0.0%; expected volatility of 197.99%, risk-free interest rate of 0.25% and expected life of approximately 1.03 years (the remaining term of the warrants). The fair value of the 1,493,330 outstanding warrants was $46,461.

During the year ended December 31, 2012, Hope Capital, Inc. exercised its right to convert debt into shares of ABI Common Stock. The embedded conversion features in the debt conversion and redemption features were accounted for as a derivative liability. The debt also included warrants which were valued as a liability and discount to the note, due to the unknown number of shares to be issued upon conversion of the debt, causing a lack of sufficient authorized shares to be available to settle the warrants. The derivative liabilities were marked-to-market each quarter with the change in fair value recorded in the income statement. At each respective conversion date, the derivative liabilities were remeasured with the changes in fair value recorded to the income statement. At full conversion of the debt the warrants were no longer deemed to be a liability and were returned to equity for $17,035.

Net derivative gains for 2012 were $44,096. In 2011, the derivative gain was $36,468.

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10. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The Company’s deferred tax asset of approximately $7,540,000 and $7,970,000 at December 31, 2012 and 2011, respectively, was subject to a valuation allowance of $7,540,000 and $7,970,000 at December 31, 2012 and 2011, respectively, because of uncertainty regarding the Company’s ability to realize future tax benefits associated with the deferred tax assets. Deferred tax assets were comprised primarily of net operating loss carryovers under the cash method of accounting used by the Company for federal income tax reporting. The valuation allowance decreased by $430,000 in 2012 and decreased by $820,000 in 2011, due to the changes in the Company’s net operating loss carryover amounts.

At December 31, 2012, the Company has net operating loss carryforwards of approximately $22,176,000 for federal income tax purposes expiring in 2013 through 2032. The ability of the Company to utilize these carryforwards may be limited should changes in stockholder ownership occur.

The difference between the reported income tax provision and the benefit normally expected by applying the statutory rate to the loss before income taxes results from the change during 2012 and 2011 of the deferred tax asset valuation allowance. As a result, the reported effective tax rate is 0%.

11. Commitments and Contingencies

Delinquent payroll

During 2011 and 2012, the Company curtailed payment of salaries payable to senior management of the Company. As of December 31, 2012, approximately $113,222 of unpaid salaries due to senior management of the Company is included in accounts payable and accrued expenses for $13,222 and notes payable-related parties for $100,000. While the significance of the amounts owed to senior management subjects the Company to the risk of resignation by these officers, as well as possible litigation, the risk was mitigated by the retirement of Dr. Joseph M. Cummins, his waiving of any and all claim to back salary of $ 267,811 and other benefits, and a compromise and settlement agreement between Martin Cummins and the Company waiving claims to back salary of $143,300. The $113,222 still owed at December 31, 2012, consisted of a $100,000 Note Payable to Martin Cummins for the balance of the back salary and $13,222 to another officer.

Lease commitment

Our executive and administrative offices are located at 4134 Business Park Drive, Amarillo, Texas in a 1,800 square-foot facility rented by the Company. The lease expires on June 30, 2013 and our monthly rent is $1,045 per month. We believe that the facilities are well maintained and generally suitable and adequate for our current and projected operating needs.

Minimum Royalties

The agreement with Texas A&M University requires the Company to make minimum annual royalty payments of $7,500 through 2019.

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Clinical Trial Costs

The Company currently has no ongoing studies, so there are no obligations to pay third parties in 2013 for expenses related to clinical studies.

Litigation

The Company is not a party to any litigation and is not aware of any pending litigation or unasserted claims or assessments as of December 31, 2012.

12. Related Party Transactions

The Company has relied significantly on HBL, a large shareholder of the Company, for a substantial portion of its capital requirements. In addition, HBL has purchased substantial amounts of the Company’s common stock from time to time.

Although the Development Agreement was terminated by HBL as of December 22, 2012, the Company is obligated to pay HBL a percentage of sublicense fee income the Company received prior to that date. We owed $78,360 of accrued sublicense fees to HBL on December 31, 2012.

Prior to December 22, 2012, HBL was obligated to pay the Company an 8% royalty on sales of oral interferon in Japan. The Company recorded $0 of royalties in both 2012 and 2011 from HBL animal health sales of oral interferon.

Amendment #4 to the employment contract of Joseph M. Cummins (“Employee”) was entered into on May 19, 2012 by Employee and ABI (“Employer”). The amendment provides for the change in annual salary of Employee from $175,000 per year to $5,000 per month ($60,000 annually). Additionally, Employee releases Employer from any liability for payment of back salary or benefits (of any form) in the amount of $278,259. Further, the Company forgave an employee receivable of approximately $10,448 in connection with the amended employment agreement. The Amendment further states that term of the contract shall be through November 30, 2012. Commencing December 1, 2012 through November 30, 2014, the Employee will become a consultant for the monthly sum of $5,000. The Amendment was effective as of May 15, 2012 and was executed by Dr. Stephen T Chen, PhD, Chairman and CEO and Joseph M. Cummins, DVM, PhD, President and COO.

On October 31, 2012, ABI carried a liability for back salary owed Martin Cummins in the amount of $236,732. An agreement was reached between ABI and Martin Cummins wherein the parties agreed that claim to $136,732 was waived and forgiven by Martin Cummins, both parties agreed to execute a note payable for $100,000 which was not forgiven by Mr. Cummins and would be paid with a $40,000 down payment and a payout according to a schedule, and a new employment contract where Mr. Cummins was given ten months at $5,000 gross salary per month to be employed. Furthermore, both parties agreed to execute a mutual release of liability and Mr. Cummins agreed to return 879,000 ABI stock options.

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13. Subsequent Events

ABI issued a new Purchase Warrant dated February 6, 2012 reflecting the new Warrant Share amount of 2,217,817 shares and an adjusted Exercise Price of $0.0202 per share. The new warrant was sent to Warrant Strategies, Inc. and return of the old warrant was requested. The purchase warrant expired unexercised and worthless at the close of business on January 8, 2013.

From January 1, 2013 through the date of this report $198,335 was received by the Company through Dr. Stephen T. Chen.

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