Ainos, Inc. - Quarter Report: 2012 June (Form 10-Q)

form10q_06302012.htm

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2012

Commission File Number 0-20791

AMARILLO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

TEXAS		75-1974352
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


4134 Business Park Drive, Amarillo, Texas 79110
(Address of principal executive offices) (Zip Code)


(806) 376-1741
(Issuer’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [√ ] Yes [ ] No

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (do not check if smaller reporting company)		Smaller reporting company [√]

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

As of August 9, 2012 there were 73,554,897 shares of the issuer's common stock and 3,262 shares of the issuer’s preferred stock outstanding.

AMARILLO BIOSCIENCES, INC.

INDEX

		PAGE NO.
PART I:	FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	Balance Sheets– June 30, 2012 (unaudited) and December 31, 2011	3
	Statements of Operations – Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	4
	Condensed Statements of Cash Flows – Six Months Ended June 30, 2012 and 2011 (unaudited)	5
	Notes to Financial Statements (unaudited)	6
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	16
ITEM 4.	Controls and Procedures	20

PART II:	OTHER INFORMATION
ITEM 1.	Legal Proceedings	20
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 3.	Defaults Upon Senior Securities	20
ITEM 4.	Submission of Matters to a Vote of Security Holders	20
ITEM 5.	Other Information	20
ITEM 6.	Exhibits……………………………………………………………	20
Signatures		21

PART I - FINANCIAL INFORMATION

ITEM 1.

Financial Statements

Amarillo Biosciences, Inc.

Balance Sheets

	June 30, 2012			December 31, 2011
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	3,680		$	2,819
Prepaid expense and other current assets		16,444			6,588
Total current assets		20,124			9,407
Property, equipment and software, net		-			42
Patents, net		101,008			105,556
Total assets	$	121,132		$	115,005

Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	572,830		$	810,621
Accrued interest - related parties		885,924			841,294
Accrued expenses – related party		78,360			78,360
Derivative liabilities		25,659			114,659
Notes payable		-			70,000
Notes payable – related parties		2,516,205			2,285,000
Notes payable – convertible, net		-			18,533
Total current liabilities		4,078,978			4,218,467
Total liabilities		4,078,978			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 June 30, 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 June 30, 2012 and 71,559,789 at December 31, 2011		735,549			715,598
Additional paid-in capital		31,833,525			31,328,479
Accumulated deficit		(36,526,953	)		(36,147,556	)
Total stockholders' deficit		(3,957,846	)		(4,103,462	)
Total liabilities and stockholders’ deficit	$	121,132		$	115,005

See accompanying notes to financial statements.

Amarillo Biosciences, Inc.

Statements of Operations

(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011

Revenues:
Product sales	$	240		$	4,835		$	480		$	7,555
Total revenues		240			4,835			480			7,555
Cost of revenues:
Product sales		96			2,588			192			4,019
Total cost of revenues		96			2,588			192			4,019
Gross Margin		144			2,247			288			3,536

Operating expenses:
Research and development expenses		88,750			93,284			172,939			180,229
Selling, general and administrative expenses		56,790			200,496			130,788			311,720
Total operating expenses		145,540			293,780			303,727			491,949

Operating loss		(145,396	)		(291,533	)		(303,439	)		(488,413	)

Other income (expense)
Gain on debt conversion		-			-			15,220			-
Change in fair value of derivatives		46,285			1,442			22,654			832
Interest expense		(29,516	)		(38,362	)		(99,176	)		(61,425	)
Other income		-			150			-			450
Net loss		(128,627	)		(328,303	)		(364,741	)		(548,556	)
Preferred stock dividend		(8,098	)		(4,250	)		(14,656	)		(8,456	)
Net loss applicable to common shareholders	$	(136,725	)	$	(332,553	)	$	(379,397	)	$	(557,012	)

Basic and diluted net loss per share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding – basic and diluted		73,554,897			61,336,919			73,178,668			61,254,971

See accompanying notes to financial statements.

Amarillo Biosciences, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Six months ended June 30,
	2012			2011

Net cash used in operating activities	$	(262,158	)	$	(178,728	)

Cash from investing activities:
Patent expenditures		(3,186	)		(1,208	)
Net cash used in investing activities		(3,186	)		(1,208	)

Cash from financing activities:
Proceeds from notes payable-convertible net		-			103,000
Proceeds from issuance of note payable related party		326,205			60,000
Payments on notes payable related party		(10,000	)		-
Payments on notes payable		(70,000	)		-
Proceeds from sale of convertible preferred stock		20,000			18,000
Net cash provided by financing activities		266,205			181,000

Net change in cash		861			1,064
Cash and cash equivalents at beginning of period		2,819			4,332
Cash and cash equivalents at end of period	$	3,680		$	5,396
Supplemental disclosure of cash flow information
Cash paid for interest	$	2,820		$	571
Cash paid for income taxes	$	-		$	-
Non-Cash Transactions
Common stock issued for convertible debt	$	74,091		$	-
Preferred stock issued for notes payable related party and 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	$	278,259		$	-
Discount of convertible notes payable	$	-		$	103,000

See accompanying notes to financial statements.

Amarillo Biosciences, Inc.

Notes to Financial Statements

(Unaudited)

Basis of presentation. The accompanying financial statements, which should be read in conjunction with the financial statements and footnotes included in the Company's Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission, are unaudited, but have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2012 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2012.

Financial Condition. Our viability as a company is dependent upon successful commercialization of products resulting from its research and product development activities. We plan on working with commercial development partners in the United States and in other parts of the world to provide the necessary sales, marketing and distribution infrastructure to successfully commercialize the interferon alpha product for both human and animal applications. Our products will require significant additional development, laboratory and clinical testing and investment prior to obtaining regulatory approval to commercially market our product(s). Accordingly, for at least the next few years, we will continue to incur research and development and general and administrative expenses and may not generate sufficient revenues from product sales or license fees to support its operations.

The Company continues to pursue a broad range of financing alternatives to improve its financial condition. These alternatives may include the sale or issuance of a substantial amount of common stock, common stock warrants or stock options. These financing alternatives could require an increase in the number of authorized shares of the Company’s common stock and result in significant dilution to existing shareholders and, possibly, a change of control of the Company.

The Company's continued losses and lack of liquidity raise substantial doubt about whether the Company is able to continue as a going concern for a reasonable period of time. The Company's ability to continue as a going concern is dependent upon several factors including, but not limited to, the Company's ability to generate sufficient cash flows to meet its obligations on a timely basis, obtain license and milestone fees, obtain additional financing and continue to obtain supplies and services from its vendors.

Common Stock. The shareholders have authorized 100,000,000 shares of voting common shares for issuance. On June 30, 2012, a total of 88,508,066 shares of common stock were either outstanding (73,554,897) or reserved for issuance upon exercise of options and warrants or conversion of convertible preferred stock (14,953,169). Common stock issuances in the first quarter of 2012 are as follows:

Common Stock Issued in Q1 2012	Shares		Issue Price		Net Price
Consultants plan – services		50,000	$	0.035	$	1,750
Conversion – debt		1,945,108	$	0.0202-0.0207	$	40,000
Total Common Stock Issued in Q1 2012		1,995,108	$	0.0202 - 0.035	$	41,750

Common Stock Issued in Q2 2012

Issue Price

Net Price

No Common Stock Issued

Total Common Stock Issued in Q2 2012

No brokerage commissions were paid for the sale of common stock during the first or second quarter of 2012.

Common Stock Options and Warrants. On February 6, 2012, Amarillo Biosciences, Inc. issued 724,487 warrants as a result of having issued common shares for debt to Hope Capital at $0.0202 per share (and triggering the existing anti-dilution ratchet) on February 6, 2012. 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 and an adjusted Exercise Price of $0.0202 per share. (The old Warrant Share amount was 1,493,330. The new Warrant Shares, in the amount of 724,487, brought the new Warrant Share amount to 2,217,817.) The new warrant was sent to Warrant Strategies, Inc. and return of the old warrant was requested.

The Black-Scholes option-pricing model was utilized with the following assumptions: dividend yield 0.0%, expected volatility 204.20% risk free interest rate 0.19%, and expected life of approximately 0.7753424 years. The valuation for the remaining 2,217,817 warrants outstanding was $71,944 on March 31, 2012. The derivative loss for the first three months of 2012 was $25,483.

The Black-Scholes option pricing model was utilized to value the Warrant Strategies warrants for the quarter ended June 30, 2012 under the following assumptions: dividend yield 0.0%, expected volatility 219.73%, risk free interest rate 0.21%, and expected life of approximately 0.5260274 years. The valuation for the remaining 2,217.817 warrants outstanding on June 30, 2012, was $25,659. The derivative gain for the second three months of 2012 was $46,285 making the net derivative gain of $20,802 for the first six months of 2012.

A summary of the Company’s stock warrant activity and related information for the period ended June 30, 2012 is as follows:

	Warrants			Price Range
Outstanding December 31, 2011		8,730,190		$	0.03-0.10
Granted		724,487			0.0202
Cancelled/Expired		(1,105,300	)		0.10
Exercised		-			-
Outstanding June 30, 2012		8,349,377		$	0.0202-0.10
Exercisable June 30, 2012		8,349,377		$	0.0202-0.10

A summary of the Company’s stock option activity and related information for the period ended June 30, 2012 is as follows:

	Options			Price Range
Outstanding December 31, 2011		3,641,792		$	0.04-0.40
Granted		-			-
Cancelled/Expired		(300,000	)		0.065-0.125
Exercised		-			-
Outstanding June 30, 2012		3,341,792		$	0.04-0.40
Exercisable June 30, 2012		3,341,792		$	0.04-0.40

Convertible Preferred Stock. The shareholders have authorized 10,000,000 shares of preferred stock shares for issuance. 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 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,) 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 quarter of 2012.

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

6.	Notes Payable – Related Party. Two $1,000,000 notes are payable under an unsecured loan agreement with Hayashibara Biochemical Laboratories, Inc. (“HBL”), a major stockholder, dated July 22, 1999. Although the Company is currently in repayment default on the notes, HBL has not demanded payment.

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 June 30, 2012 this note is still outstanding.

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.

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 2012 and $134,205 in the second quarter 2012. The working capital loans are short term, without due dates, and carry no stated interest rates or any other terms.

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. Additional amounts received by the Company under these arrangements are discussed in footnote 9, below.

Note Payable - 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.

8.	Line of Credit. 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 June 30, 2012 of $19,726 which is included in accounts payable and accrued expenses.

Related Party Transactions. 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 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.

10.

Subsequent Events. From July 3, 2012 to July 23, 2012, $48,440 has been received from Stephen Chen, ABI CEO, pursuant to the arrangements described in footnote 6. This is a working capital loan to be used for operations. The working capital loan is short term, without a due date, and carries no stated interest rate or any other terms.

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

Company Goal – FDA Approval and Commercialization of Oral Interferon

Amarillo Biosciences, Inc. (OTCBB: AMAR), is a leader in the development of low-dose interferon for oral delivery and is conducting Phase 2 clinical studies testing oral interferon in animal and human diseases. We have changed our focus from Orphan Diseases (small markets) to treatment of diseases with large markets to attract large pharma partners. Our funding strategy is to seek private placement and partner funding to complete Phase 2 clinical studies for influenza and hepatitis C; then seek large pharma partners to fund and help with the regulatory approval process in the US and Europe. We believe that our technology and the large, billion-dollar markets for these disease indications will attract global pharma partners sometime later this year or early next year.

Intellectual Property

Our portfolio consists of patents with claims that encompass method of use or treatment with interferon and composition of matter and manufacturing. We currently own or license five patents

related to low-dose orally delivered interferon, and one issued patent on our dietary supplement. We have completed more than 100 pre-clinical (animal) and human studies of the safety and efficacy of low-dose orally delivered interferon.

Technology - Non-toxic Interferon

Injectable interferon is FDA-approved to treat some neoplastic, viral and autoimmune diseases. Many patients experience moderate to severe side effects that result in discontinuance of injectable interferon therapy. Our main product is a natural human interferon alpha 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; high dose injectable interferon causes adverse effects in at least 50% of recipients.

Governmental or FDA approval is required for our principal products. 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 that 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, 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. The study found that volunteers who took oral interferon had less severe cold/flu symptoms, compared to volunteers who received placebo. Publication of these results is pending.

In January 2011, CytoPharm, Inc., ABI’s licensee for Taiwan and China, launched an influenza treatment study in Taiwan. Up to 60 patients being treated with Tamiflu for influenza A infection of less than 48 hours duration may 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 Taimflu alone in the treatment of influenza illness. Results are expected in the second half of 2012.

Hepatitis C

ABI’s licensee CytoPharm, Inc. funded a Phase 2 study of oral interferon treatment of hepatitis C virus-infected patients in Taiwan. 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 will represent a major breakthrough in the management of HCV. The study was completed at the end of 2011, and final results are expected to be available in Q3 2012. Enrollment was completed in 2010 with 169 total subjects.

Preliminary study results were provided to ABI by CytoPharm in Q2, 2012. While the primary endpoint was not achieved, results did suggest that subjects with mild liver fibrosis, as suggested by low FibroIndex scores at study entry, had a reduce rate of relapse (12%) when treated once daily with oral IFN, 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, 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 oral IFN had nearly twice the rate of platelet count normalization (81%), compared to subjects given placebo (42%), 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. It is a subsidiary of Hayashibara Company, Ltd., a privately-owned Japanese holding corporation with diversified subsidiaries. For more than 130 years, the Hayashibara Company, Ltd. and its predecessors have been applying microbiological technology to the starch industry for the production of maltose and other sugars.

In 1981, HBL established the Fujisaki Institute to accelerate development of industrial methods for the production of biologics and to sponsor clinical trials for such products. In 1985, HBL built the Fujisaki Cell Center to support basic research. 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 has developed and obtained patents for technology relating to the production of interferon alpha-containing lozenges by which the stability of the interferon alpha activity can be maintained for up to 24 months at room temperature and up to five years if the product is refrigerated. 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”). Such Development Agreement was subsequently amended on January 17, 1996; May 10, 1996; and September 7, 2001. The current expiration date of the Development Agreement is March 12, 2014, at which time it will automatically renew for an additional three (3) years, unless the parties agree otherwise. Among other things, the Development Agreement provides us with a source of natural human interferon alpha for use in the Company’s interferon alpha-containing products.

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 ABI that it had decided to permanently halt production of IFNα. Subsequently, ABI has been informed that HBC is preparing a letter of notification that ABI’s agreement with HBC will be terminated. ABI’s license and supplyagreement with HBC with respect to ACM was not impacted by this decision regarding IFNα and remains in full force.

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 will seek registration for our natural human IFN and commence marketing the product after approval. The terms of the agreement call 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 will receive a series of payments, in three stages: upon formal execution of the distribution agreement, upon regulatory approval, and upon production. The Company will also receive a royalty on the sale of the natural human IFN.

Strategic Alliance with CytoPharm

In November 2006, the Company entered into a License and Supply Agreement with CytoPharm, Inc., a Taipei, Taiwan-based biopharmaceutical company whose parent company is Vita Genomics, Inc., the largest biotech company in Taiwan, specializing in pharmacogenomics and is a specialty Clinical Research Organization. Under the terms of the Agreement, CytoPharm and its subsidiary will 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 will make payments to the Company upon reaching certain milestones and will also pay royalties on low dose oral interferon sales in the Territory.

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 will pay the Company a royalty on net sales in India and Nepal after marketing approval is obtained.

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 will supply anhydrous crystalline maltose to Cadila for sale as an active ingredient in nutraceutical and healthcare products for human consumption to relieve dry mouth in India and Nepal.

Equity Funding. In the first quarter of 2012, the Company sold 100 unregistered shares of preferred stock for $100 per share, and 123 unregistered shares of preferred stock for $81.30 per share, convertible to common stock with a $0.10 conversion price. No stock was sold in the second quarter of 2012.

Results of Operations for Quarters Ended June 30, 2012 and 2011:

Revenues. During the quarter ended June 30, 2012, $240 from dietary supplement sales was generated compared to $1,085 for the quarter ended June 30, 2011, a decrease of $845 (78%). During the quarter ended June 30, 2012, no ACM sales were generated compared to $3,750 for the quarter ended June 30, 2011, a decrease of $3,750 (100%).

Research and Development Expenses. Research and development expenses of $88,750 were incurred for the quarter ended June 30, 2012, compared to $93,284 for the quarter ended June 30, 2011, a decrease of $4,534 (5%). The decrease was mostly because consultants and personnel costs were lower in the second quarter of 2012. The oral warts in HIV+ patients and influenza studies were mostly completed in 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $56,790 were incurred for the second quarter in 2012, compared to $200,496 for the second quarter of 2011, a decrease of $143,706 (72%). Most of this decrease was due to lower legal and professional expense in the second quarter of 2012.

Changes in Fair Value of Derivative Instruments. Changes in fair value of derivative instruments was realized as a $46,285 gain in the second quarter of 2012 compared to $1,442 gain in the second quarter of 2011. Derivative liabilities decreased $89,000 from December 31, 2011 to June 30, 2012 mostly because our stock price declined from $0.06 on June 30, 2011 to $0.02 on June 30, 2012.

Operating Loss. In the three-month period ended June 30, 2012, the Company's operating loss was $145,396 compared to an operating loss for the three-month period ended June, 2011 of $291,533, a decrease of $146,137 (50%). The operating loss was lower mostly because of increased costs of 2011 associated with the convertible notes payable.

Other Income. During the three-month period ended June 30, 2012, no interest or miscellaneous income was generated as compared to $150 interest and miscellaneous income for the three-month period ended June 30, 2011. Interest expense for the period was $29,516 as compared to $38,362 for the previous year, a decrease of $8,846.

Net Loss. In the three-month period ended June 30, 2012, the Company's net loss was $128,627 compared to net loss of $328,303 for the three-month period ended June 30, 2011, a $199,676 (61%) reduction in net loss. The derivative gain was a significant contributor to the reduction in net loss for the period.

Results of Operations for the Six Months Ended June 30, 2012 and June 30, 2011.

Revenues. During the six months ended June 30, 2012, $480 from dietary supplement sales were generated compared to $2,405 of dietary supplement sales for the six months ended June 30, 2011, a decrease of $1,925 (80%). No ACM sales were made in 2012, compared to $5,150 in 2011, which contributed to the decrease in revenue for 2012 against 2011.

Research and Development Expenses. Research and development expenses of $172,939 were incurred for the six month period ended June 30, 2012, compared to $180,229 for the six month period ended June 30, 2011, a decrease of $7,290 (4%). Research and development costs were lower the first six months of 2012 primarily due to decreased personnel costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses of $130,788 were incurred for the six-month period ended June 30, 2012, compared to $311,720 for the six-month period ended June 30, 2011, a decrease of $180,932 (58%) due to decreased personnel costs and legal expenses.

Change in fair value of Derivative Instruments. Change in fair value of derivative instruments was a $22,654 gain for the six-month period ended June 30, 2012 compared to a $832 gain in the six-month period ended June 30, 2011. Derivative liabilities decreased $136,293 from June 30, 2011 to June 30, 2012 mostly because of the liability associated with the Asher Notes and our stock price declined from $0.06 on June 30, 2011 to $0.02 on June 30, 2012.

Operating Loss. In the six-month period ended June 30, 2012, the Company's operating loss was $303,439 compared to an operating loss for the six-month period ended June 30, 2011 of $488,413, a $184,974 (38%) reduction. Overall expense reduction was the main contributory factor in the operating loss decrease in 2012 versus 2011.

Interest and Other Income. During the six-month period ended June 30, 2012, there was no interest or other income generated compared to $450 in the six-month period ended June 30, 2011.

Net Loss. In the six-month period ended June 30, 2012, net loss was $364,741 compared to net loss for the six-month period ended June 30, 2011 of $548,556, a decrease in net loss of $ 183,815(34%). The decrease in net loss in 2012 as compared to 2011 was due mainly to expense control and reduction in 2012.

Liquidity Needs: On June 30, 2012, the Company had available $3,680 cash and had a working capital deficit (current assets less current liabilities) of $4,058,854. Current liabilities include two $1 million notes, $885,924 of accrued interest and $78,360 of accrued expenses owed to Hayashibara Biochemical Laboratories, Inc. (HBL), and a $200,000 note, owed to Paul Tibbits. We have an additional amount of $316,205 loaned by a related party. Accrued payroll and vacation expenses owed mostly to officers are $292,723. Derivative liabilities from warrants with embedded variable features valued at $25,659 are also included in the working capital deficit. That leaves approximately $280,107 of accounts payable and accrued expenses in the working capital deficit.

Assuming there is no decrease in current accounts payable, and accounting for various one–time expenses, the Company’s negative cash flow for operating activities plus patent filings, the Company’s cash burn rate is approximately $66,000 per month. The Company's continued losses and lack of liquidity raise substantial doubt about whether the Company is able to continue as a going concern for a reasonable period of time. The Company's ability to continue as a going concern is dependent upon several factors including, but not limited to, the Company's ability to generate sufficient cash flows to meet its obligations on a timely basis, obtain license and milestone fees, obtain additional financing and continue to obtain supplies and services from its vendors. The Company will need to raise additional funds in order to fully execute its 2012 Plan. The Company is currently pursuing potential investors for funding. In addition, the Company is also pursuing potential pharmaceutical partners to provide upfront license fee payments and funding for clinical studies. There can be no assurance that private placement funding or pharmaceutical partner funding will become available.

Forward-Looking Statements: Certain statements made in this Plan of Operations and elsewhere in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance, achievements, costs or expenses and may contain words such as "believe," "anticipate," "expect," "estimate," "project," "budget," or words or phrases of similar meaning. Forward-looking statements involve

risks and uncertainties which may cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission, including Forms 8-K, 10-Q and 10-K and include among others the following: promulgation and implementation of regulations by the U.S. Food and Drug Administration ("FDA"); promulgation and implementation of regulations by foreign governmental instrumentalities with functions similar to those of the FDA; costs of research and development and clinical trials, including without limitation, costs of clinical supplies, packaging and inserts, patient recruitment, trial monitoring, trial evaluation and publication; and possible difficulties in enrolling a sufficient number of qualified patients for certain clinical trials. The Company is also dependent upon a broad range of general economic and financial risks, such as possible increases in the costs of employing and/or retaining qualified personnel and consultants and possible inflation which might affect the Company's ability to remain within its budget forecasts. The principal uncertainties to which the Company is presently subject are its inability to ensure that the results of trials performed by the Company will be sufficiently favorable to ensure eventual regulatory approval for commercial sales, its inability to accurately budget at this time the possible costs associated with hiring and retaining of additional personnel, uncertainties regarding the terms and timing of one or more commercial partner agreements and its ability to continue as a going concern.

The risks cited here are not exhaustive. Other sections of this report may include additional factors which could adversely impact the Company's business and future prospects. Moreover, the Company is engaged in a very competitive and rapidly changing industry.

New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those projected in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual future events.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

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 seven 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 located in the United States and internationally, distribute the products. Except for any contractual rights and remedies that we may have with our manufacturer and our distributors, 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. Our product revenue, sublicense fees and royalty income are negligible 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 approximately $4,058,854. The working capital deficit includes two $1 million notes, $885,924 of accrued interest and $78,360 of accrued expenses owed to Hayashibara Biochemical Laboratories, Inc. (HBL). To date, neither HBC nor its parent company Nagase has made demand on the outstanding amounts owing to the former HBL by the Company. There exists risk that either HBC or Nagase could make demand in the foreseeable future. At such time as demand is made, the risk exists that there would be impairment to the Company’s cash position. At this time it is impossible to quantify or further qualify the risk potential of this debt. Additionally, a $200,000 note, owed to Paul Tibbits is included in the working capital deficit. We have an additional amount of $316,205 loaned by a related party. Accrued payroll and vacation expenses owed mostly to officers are $292,723. Derivative liabilities from warrants with embedded variable features valued at $25,659 are also included in the working capital deficit. That leaves approximately $280,107 of accounts payables and accrued expenses in the working capital deficit.

The Company is currently pursuing potential investors for funding. In addition the Company is also pursuing potential pharmaceutical partners to provide upfront license fee payments and funding for clinical studies. There can be no assurance that private placement funding or pharmaceutical partner funding will become available.

We are dependent 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 Dr. Stephen Chen, Chief Executive Officer, Dr. Joseph M. Cummins, our President and Chief Operating Officer, Bernard Cohen, our Chief Financial Officer, and 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 currently have employment agreements with our executive officers. 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.

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, Schering, InterMune, Serono, 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 have been the subject of a going concern opinion by our independent auditors who have raised substantial doubt as to our ability to continue as a going concern. Our Independent Registered Public Accounting firm added an explanatory paragraph to their audit reports issued in connection with our financial statements for December 31, 2011 and 2010 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 incurred a net loss of $364,741for the six months ended June 30, 2012 and a net loss of $548,556 for the six months ended June 30, 2011. The operating loss for the six months ended June 30, 2012 was $303,439. In addition, as of June 30, 2012 we had an accumulated deficit of $36,526,953. 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. We have already significantly curtailed operations, and if we are unable to generate profits and if we to continue to be unable to obtain financing to meet our working capital requirements, we will have to 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.

Risk Relating to Our January 2008 Financing Arrangement. There are 2,217,817 shares underlying our warrants related to our January 2008 financing arrangement that may be available for future sale and the sale of these shares may depress the market price of our common stock. In addition the warrants have an anti-dilution ratchet feature that could cause the number of warrants to increase and the exercise price to decrease if we should have any non exempt stock, option or warrant issuances at less than the $0.0202 per share. As of June 30, 2012, we had 73,554,897 shares of common stock issued and outstanding plus 14,953,169 shares reserved for options and warrants or conversion of convertible preferred stock which includes the above January 2008 warrants.

Risks Related to our Common Stock. There is only a limited market for our common stock and the price of our common stock may be affected by factors that are unrelated to the performance of our business. If any of the risks described in these Risk Factors or other unseen risks are realized, the market price of our common stock could be materially adversely affected. Additionally, market

prices for securities of biotechnology and diagnostic companies have historically been very volatile. The market for these securities has from time to time experienced significant price and volume fluctuations for reasons that are unrelated to the operating performance of any one company. In particular, and in addition to the other risks described elsewhere in these Risk Factors, the following factors can adversely affect the market price of our common stock:

announcements of technological innovation or improved or new diagnostic products by others;

general market conditions;

changes in government regulation or patent decisions;

changes in insurance reimbursement practices or policies for diagnostic products.

Our common shares have traded on the Over the Counter Bulletin Board at prices below $5.00 for several years. As a result, our shares are characterized as “penny stocks” which could adversely affect the market liquidity of our common stock. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. Securities and Exchange Commission regulations generally define a penny stock to be an equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ or a national securities exchange and any equity security issued by an issuer that has:

net tangible assets in excess of $2,000,000, if such issuer has been in continuous operation for three years;

net tangible assets in excess of $5,000,000, if such issuer has been in continuous operation for less than three years; or

average revenue of at least $6,000,000, for the last three years.

Unless an exception is available, the regulations require, prior to any transaction involving a penny stock, that a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a prospective purchaser of the penny stock. We currently do not qualify for an exception, and, therefore, our common stock is considered to be penny stock and is subject to these requirements. The penny stock regulations adversely affect the market liquidity of our common shares by limiting the ability of broker/dealers to trade the shares and the ability of purchasers of our common shares to sell in the secondary market. In addition, certain institutions and investors will not invest in penny stocks.

Future sales of a significant number of shares of our common stock by existing stockholders may lower the price of our common stock, which could result in losses to our stockholders. There were no restricted shares of our common stock issued during the six months ended June 30, 2012. The number of shares of restricted stock issued prior to September 1, 2011 that has been held for at least six months and hasn’t had the legends removed to become freely tradable under Rule 144 or 144(k) is not known.

ITEM 4. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being June 30, 2012. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s president and chief executive officer. Based upon that evaluation, our company’s president and chief executive officer concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no significant changes in our company’s internal controls or in other factors, which could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in internal controls over financial reporting during the period ending June 30, 2012.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceeding.

From time to time, we 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, we were not aware of any such legal proceedings or claims against us.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

In the first quarter of 2012, the Company sold 100 unregistered shares of preferred stock for $100 per share, and 123 unregistered shares of preferred stock for $81.30 per share, convertible to common stock with a $0.10 conversion price.

ITEM 3.

Defaults Upon Senior Securities.

None, other than set forth in Note 6 to Financial Statements, “Notes Payable”, under Part I, Item 1, above, regarding non-payment of the HBL Notes.

ITEM 4.

Submission of Matters to a Vote of Security Holders.

None

ITEM.5.

Other Information

None

ITEM 6.

Exhibits.

None

SIGNATURES

Pursuant to the requirements of 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: August 9, 2012	By: /s/ Stephen T. Chen
	Stephen T. Chen, Chairman of the Board, and Chief Executive Officer
Date: August 9, 2012	By: /s/ Bernard Cohen
	Bernard Cohen, Vice President, Chief Financial Officer