Ainos, Inc. - Quarter Report: 2018 June (Form 10-Q)

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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, 2018

Commission File Number 0-20791

(Exact name of registrant as specified in its charter)

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.

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 8, 2018, there were 34,674,261 shares of the issuer's common stock outstanding.

 

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AMARILLO BIOSCIENCES, INC.

INDEX

PART I - FINANCIAL INFORMATION

ITEM 1.

Financial Statements

Amarillo Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

See accompanying notes to consolidated financial statements.

Amarillo Biosciences, Inc.

Consolidated Statements of Operations

(Unaudited)

See accompanying notes to consolidated financial statements.

Amarillo Biosciences, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

See accompanying notes to consolidated financial statements.

Amarillo Biosciences, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1.

Organization and Business. Amarillo Biosciences, Inc. (the "Company" or "ABI"), is a diversified healthcare company engaged in the discovery and development of pharmaceutical and biotech products.  Our goal is to introduce novel products that actively stimulate and rejuvenate the human body to combat disease and enhance the ability to heal.  We are an industry leader in the advancement of low-dose oral interferon as a therapeutic treatment for numerous indications such as Thrombocytopenia, Sjögren's syndrome, Hepatitis C virus (HCV) and influenza, a potential multi-billion dollar market opportunity.  Low-dose oral interferon has been shown to have fewer side effects and is less costly than high-dose injectable interferon. Our management team is working with global partners to develop a non-toxic and inexpensive low-dose oral formulation of interferon-alpha for the benefit of patients and physicians worldwide.

ABI primarily operates through three divisions:  Pharmaceutical, Medical and Consumer.  The Pharmaceutical division leverages our extensive, thirty-year data library by applying the Company's experience in the use of low-dose oral interferon (IFN) to the treatment of neoplastic, viral, and autoimmune diseases. With a proprietary archive of over a hundred scientific and clinical data studies on various human and animal applications of low dose oral interferon, ABI seeks to engage in patent licensing and commercialization opportunities with global partners. The Medical division is focused on developing an innovative, state-of-the-art technology to treat metabolism related diseases such as Type 1 and Type 2 diabetes in Asia, in addition to licensed distribution of surgical wound care products.  The Consumer division includes a range of nutraceutical and food supplement products that utilize a unique liposomal delivery system.  ABI currently has offices in the United States and Taiwan.

2.

Basis of presentation. The accompanying financial statements, which should be read in conjunction with the audited financial statements and footnotes included in the Company's Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on April 17, 2018, 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 and three months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.

3.

Principles of Consolidation. The consolidated financial statements include the accounts of the Company, and ACTS Global which is consolidated under the variable interest entities ("VIE") provisions of ASC 810, "Consolidation" ("ASC 810"). Inter-company balances and transactions have been eliminated upon consolidation.

In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that is unable to make significant decisions about its activities, (3) has a group of equity owners that does not have the obligation to absorb losses or the right to receive returns generated by its operations or (4) the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both and substantially all of the entity's activities (for example, providing financing or buying assets) either involve or are conducted on behalf of an investor that has disproportionately fewer voting rights.

 

ASC 810 requires a VIE to be consolidated by the party with an ownership, contractual or other financial interest in the VIE (a variable interest holder) that has both of the following characteristics: a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that could potentially be significant to the VIE.

 

A variable interest holder that consolidates the VIE is called the primary beneficiary. If the primary beneficiary of a variable interest entity (VIE) and the VIE are under common control, the primary beneficiary shall initially measure the assets, liabilities, and non-controlling interests of the VIE at amounts at which they are carried in the accounts of the reporting entity that controls the VIE (or would be carried if the reporting entity issued financial statements prepared in conformity with generally accepted accounting principles).

4.

Revenue Recognition.  In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.

On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption.  An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company's current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer.  The Company has enhanced its disclosures of revenue to comply with the new guidance.

Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, "Revenue Recognition."

The Company's primary source of revenue is the sale of products within three business units: the Medical, Pharmaceutical, and Consumer Product Divisions.

The Medical division currently provides equipment to metabolism treatment centers in Taiwan and Hong Kong.  Additionally, this division provides TissueAid^TM wound closure products to hospitals, clinics, and doctors' offices.  The Consumer Product division provides nutraceuticals and food supplements in Asian markets. Revenues are recognized for both these revenue streams when an agreement is in place, the price is fixed, title for product passes to the customer or services have been provided and collectability is reasonably assured, which is generally upon delivery to the customer. Revenues are recorded net of sales taxes.

The Pharmaceutical Division will exploit the Company's intellectual property and core technology, low-dose oral interferon.

Revenue recognized during the six month period ending June 30, 2018 was generated by the Consumer Product division and the Medical division.

 

5.

Financial Condition.  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 sustained operating income, and its operations are funded primarily from related-party convertible debt and equity financings. However, 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.

6.

Common Stock.  The shareholders have authorized 100,000,000 shares of voting common shares for issuance.  On June 30, 2018, a total of 40,237,547 shares of common stock were either issued (34,674,261), reserved for conversion of convertible debt to stock (2,827,305), issuance to two Company officers as compensation (144,330), or held for future issue to prepaid private placement investments (2,139,034).

On March 10, 2016, the Board of Directors approved the Company to enter into private placements for the sale of up to 5,000,000 shares of the Company's common stock (Private Placement 2016-2) at a price of $.1875 per share (aggregate offering amount of $937,500).

On September 30, 2016, the Board of Directors approved the Company to amend the previously authorized Private Placement 2016-2 offer, sale, and issuance of unregistered securities.  The Private Placement 2016-2 was amended to offer up to 10,000,000 shares of the Company's common stock at a price of $.1875 per share for an aggregate offering amount of $1,875,000.  The offering is to be completed within one (1) year of the date of approval.

On October 26, 2017, The Board of Directors approved the Company to amend the previously authorized Private Placement 2016-2 offer, sale, and issuance of unregistered securities, such offering to be completed within six (6) months of the approval date of the amendment resolution.  The Private Placement 2016-2 was amended to offer up to 15,000,000 shares of the Company's common stock (in addition to any common stock issuable to satisfy conversion rights under the Convertible Promissory Notes offered in the Company's Private Placement 2016-1) at a price of $.1875 per share for an aggregate offering amount of $2,812,500

During the first quarter of 2017, the Company sold 270,000 shares of common stock at $.1875 per share for proceeds of $50,625.  No stock was sold during the second quarter of 2017.  During third quarter of 2017, the Company sold 500,000 shares of common stock at $.1875 per share for aggregate proceeds of $93,750.  One of the investors was ABI Chairman, CEO, and President, Stephen T. Chen, Ph.D. purchasing 200,000 common shares at $.1875 per share for total proceeds of $37,500.

During the first quarter of 2018, 7,579,059 shares of common stock were issued to investors from the 2016-2 offering at $.1875 per share pursuant to a private placement subscription executed on September 13, 2017.  The payments were received between September 18, 2017 and December 18, 2017.  Also in the first quarter of 2018, 1,901,941 shares of common stock were issued to investors from the 2016-3 offering at $.25 per share pursuant to a private placement subscription executed and received on April 25, 2018.  Although the subscription was not executed until April 25, 2018, total funds of $721,033 for 2,884,132 shares, were received in full by December 26, 2017.  Since payment of the subscription was complete, the Company issued 1,901,941 shares of the stock early in the first quarter of 2018.  The balance of the subscribers' names were subsequently received on July 27, 2018.

On April 25, 2018 the 2016-3 Private Placement of the Company's voting common stock was amended increasing the maximum shares in the offering to 30 million and the maximum proceeds to $7.5 million.  The offering is to be completed within one (1) year of the Board action.

On January 9, 2018, Dr. Stephen T. Chen, Chairman, CEO, and President, and Bernard Cohen, CFO/VP, received 76,499 shares of common stock and 10,199 shares of common stock, respectively, as payment of the fourth quarter, 2017, stock compensation award totaling $21,250.  The stock was issued at a price of $.2451 per share pursuant to the Board of Directors resolution of December 20, 2016. The shares are recognized as stock compensation expense for the quarter ended December 31, 2017.

On February 9, 2018, Dr. Chen received 1,000,000 shares of ABI common stock as repayment for advancing $187,500 between March 18, 2016, and April 7, 2016, as operating funds for ABI.  The stock was issued at a price of $.1875 per share.

On April 1, 2018, Dr. Chen converted $178,125 of convertible notes payable for 950,000 common shares.  The stock was issued at a price of $.1875 per share as stated in the Note.

7.

Convertible Notes Payable – Related Party. As of December 31, 2017, the amount of convertible debt of the Company's balance sheet was $886,481.  This amount consisted of five convertible promissory notes payable to Dr. Stephen T. Chen, Chairman, CEO, and President, as shown in the table below.  On January 8, 2018, Dr. Chen demanded repayment in full of the $25,000 convertible promissory note.  He was paid the principal of the note, $25,000, and accrued interest in the amount of $83.

On March 8, 2018, Dr. Chen demanded repayment in full of the $70,000 convertible promissory note.  He was paid the principal of the note, $70,000, and accrued interest in the amount of $425.  On March 9, 2018, Dr. Chen demanded a partial repayment of the convertible promissory note for $384,555.  He demanded payment in the amount of $100,000 and was paid that amount of principal of the note, $100,000, and accrued interest in the amount of $3,259.61.

On April 1, 2018, Dr. Chen executed and presented a Promissory Note Conversion Notice exercising his option to convert $178,125 principal amount of the Note bearing a balance of $284,555 into ABI Common Stock shares in accordance with the terms of the Note.  On April 2, 2018, and April 6, 2018, 550,000 shares and 400,000 shares, respectively, were issued pursuant to Dr. Chen's instructions.  The shares were issued at $.1875 per share, the Conversion Price stated in the Note.  After the conversion, the new balance of the Note was $106,430.

 

		June 30, 2018				December 31, 2017
Convertible Note payable – related party		$	144,426			$	144,426
Convertible Note payable – related party			262,500				262,500
Convertible Note payable – related party			106,430				384,555
Convertible Note payable – related party			-				70,000
Convertible Note payable – related party			-				25,000
Convertible Notes payable – related party		$	513,356			$	886,481

8.

Warrants.

On April 15, 2018, the Company issued a warrant to a consultant for the purchase of 452,617 shares of common stock at an exercise price of $.27 per share.   The warrant is exercisable through April 14, 2020.  The warrant was valued at $75,967 and will be expensed over twenty four months.  $8,773 of expense was recognized during the three months ended June 30, 2018.

9.	Variable Interest Entity.

On May 23, 2016, Amarillo Biosciences, Inc. ("ABI"), the Principal, entered into an Agency and Service Agreement with ACTS Global Healthcare, Inc. ("ACTS Global"), a Taiwan Corporation, the Agent. To date, ABI has advanced to ACTS Global "Principal Funds" in the amount of $179,468, to be utilized and /or expended by ACTS Global solely as instructed by ABI.  Pursuant to the Agreement, additional advances may be made by ABI to ACTS Global.

ACTS Global was also engaged by ABI to perform such other business services as may be requested by ABI in the agreed geographic area of Taiwan and the People's Republic of China.  For their services, ACTS Global, is paid by ABI, one percent (1%) of the Principal's services expended by the Agent at the Principal's direction. Any other services rendered by the Agent will be paid for by the Principal based on comparable and/or reasonable values of the service rendered.

Since the inception of the Agency Agreement in 2016, ACTS Global has neither performed services for any other clients nor contracted any other clients for future services.  Dr. Stephen T. Chen, ABI Chairman, CEO, and President, is also a stockholder in ACTS Global and has indicated that ACTS Global is working exclusively for ABI and that there is no desire on the part of ACTS Global to secure additional clients.  Because of the exclusivity of this Agency relationship and control by Dr. Chen, it was determined by management that ACTS Global is a VIE and that the Company is the primary beneficiary of ACTS Global because the Company, through Dr. Chen, has the power to direct the activities of ACTS Global that most significantly impact the activities of ACTS Global, and the obligation to absorb losses of ACTS Global that could potentially be significant to ACTS Global and the right to receive benefits from ACTS Global that could potentially be significant to ACTS Global's economic performance. As such, ACTS Global was consolidated in the financial statements of the Company effective January 1, 2018 at the carrying values on ACTS Global.  The net effect of the initial consolidation was trivial as the Company had been recording the transactions of ACTS through the agency agreement.

On June 18, 2018, the ABI Board of Directors unanimously approved a resolution to acquire the assets of ACTS Global Healthcare, Inc. ("ACTS Global"), an ROC corporation which heretofore has been the Agent for ABI in Taiwan and other Asian markets.  Effective July 30, 2018, the Company acquired all assets of ACTS Global, including, but not limited to, intangibles, trade names, and trademarks in exchange for 539,447 shares of ABI Restricted Common Voting Stock.  ABI did not assume any liabilities except those associated with office and equipment leases.  The ABI stock was issued on July 30, 2018, and distributed to the shareholders of ACTS Global.  The surrender of ACTS Global shares has been requested and are expected to be surrendered in due course.

The carrying amounts and classification of ACTS Global assets and liabilities included in the Company's unaudited condensed consolidated balance sheets are as follows:

The amounts shown in the table above exclude intercompany balances that are eliminated upon consolidation. All of the assets in the table above are restricted for settlement of the ACTS Global obligations, and all of the liabilities in the table above can only be settled by using ACTS Global resources.

10.	Related Party.

On February 9, 2018, Dr. Chen received 1,000,000 shares of ABI common stock as repayment for advancing $187,500 to ABI between March 18, 2016, and April 7, 2016, as operating funds for ABI.  The stock was issued at a price of $.1875 per share.

On March 27, 2018, effective as of January 1, 2018, the Board of Directors approved a resolution whereby Dr. Chen's annual compensation was changed to $240,000 cash per annum and $100,000 per annum payable in the Company's unregistered, voting common stock.  The Board also approved the change in compensation to Bernard Cohen to $70,000 cash per annum and $12,000 per annum payable in the Company's unregistered, voting common stock. The cash compensation is to be paid on the normal payroll cycle of 15th and 31st of each month and stock compensation to be paid quarterly.  Shares are to be priced at the average of all trading day closing quotes on the OTC-BB for the month preceding date of issuance, with such shares to be issued on the first business day after the close of each calendar quarter or as soon thereafter as practicable.  During the period ended June 30, 2018, the Company has issued an aggregate of 86,698 shares of common stock valued at $21,250 as payment for the fourth quarter 2017 accrual.  As of June 30, 2018, the Company has accrued $56,000 in Accounts Payable and Accrued Expenses representing first and second quarters of 2018 shares that have not been issued.

On April 1, 2018, Dr. Stephen T. Chen, ABI Chairman, CEO, and President, a related party, executed and presented a Promissory Note Conversion Notice exercising his option to convert $178,125 Principal Amount of the Note bearing a balance of $284,555 into ABI Common Stock Shares in accordance with the terms of the Note.  ABI made the conversion, reduced the debt accordingly, and issued the shares as requested by Dr. Chen.

 

11.	Subsequent Events.

On July 27, 2018, the Company received the names of the four remaining investors as previously explained in Footnote 6 Common Stock, paragraph 5.  The 1,839,034 shares were issued from the 2016-3 offering at $.25 per share on July 27, 2018, as directed in the private placement subscription executed and received on April 25, 2018.  The funds had been previously received on December 26, 2017 and held as a prepaid private placement payment, a liability on the balance sheet, until the investor names were received and shares issued.

On July 30, 2018, 539,447 shares of ABI Restricted Common voting Stock was issued to the four shareholders of ACTS Global Healthcare, Inc. pursuant to the Assignment executed by ACTS Global.  This is a related party transaction insomuch as Dr. Stephen T. Chen executed the Assignment as the CEO of ACTS Global and is concurrently the Chairman, CEO, and President of ABI.

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.

Forward-Looking Statements: Certain statements made throughout this document 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 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 operations. 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.

Overview. ABI has been (and is) engaged in the business of biopharmaceutical research and development. Its primary focus historically has been the development of low-dose, orally administered interferon. ABI holds or licenses various patents; it also is the developer of Maxisal^®, a dietary supplement to treat dry-mouth symptoms.

Having successfully reorganized, the Company's goal continues to be the expansion of the reach of its research, development, and marketing of biopharmaceutical, biotechnical, health and life science related products.  ABI will continue to leverage its core technology going forward by using its thirty years of scientific and clinical data to establish interferon-alpha lozenges as a therapeutic agent for conditions such as influenza, hepatitis C, and various causes of thrombocytopenia just to name a few.  The Company is committed to expanding its business operations from the currently narrow focus to encompass a wide variety of licensing, partnerships, joint ventures and other development opportunities in the aforementioned sectors. This commitment extends not only to the U.S., but to Taiwan, China, and other Asian Countries.

ABI holds various patents and related intellectual property. The most significant asset is intellectual property consisting of six patents, five in the U.S. and one in Taiwan.  Additionally, we have one trademark. One of the patents expires in April 2019, and another patent will expire in April 2021.  The newest patents will expire in April and May 2033.  These patents will not have significant value unless commercialized, which will require adequate funding, time, effort, and expertise in biologics.  ABI is intensifying its exploration of new and more cost efficient interferon sources with which to advance its core technology. The anticipated location and development time required for a new source of human interferon along with the requisite testing and FDA approval time could exceed the life span of all but the newest of the patents, and even if it does not, could leave relatively little time to derive revenues from the patent protections, prior to patent expiration. The patent which carries the trademark, a product promoting oral health, also is the subject of supply-chain interruption because the supplier of the raw material for the product (anhydrous crystalline maltose, or "ACM") has substantially increased its purchase price. The price increase and other actions have rendered the manufacture and sale of the product less attractive.

It is anticipated that ABI will attempt to monetize and commercialize its existing intellectual property, which would necessitate identification and acquisition of new source product (e.g., Interferon), conducting new trials, and additional protection of intellectual property. It is estimated this may require additional funding (including general administrative cost and professional fees) of between $500,000 and $800,000.  ABI has acquired new product lines and continues to explore the acquisition and development of more new product lines. The cost to commercialize any such development could likely require a similar funding level, resulting in aggregate funding requirements between $1 million and $1.6 million. These activities, even if undertaken, would not be expected to produce meaningful revenue before the last calendar quarter of 2019, or possibly later.

New technologies are anticipated to be developed and introduced to market. This includes proprietary technology, protocol knowledge bases, and clinical patient data to treat metabolism diseases like Type 1 and 2 diabetes and numerous other metabolism disorders.  This technology has a great potential for revenue development for both products and services.

Results of Operations for Quarters Ended June 30, 2018 and 2017:

Revenues.  There were minimal revenues for the quarter ended June 30, 2018, as compared to June 30, 2017, which was $250,502 generated by the sale of metabolism treatment equipment.

Cost of Revenues. For the quarter ended June 30, 2018, there were minimal cost of the revenues. For the same quarter in 2017, the cost of revenues was $58,801.

Research and Development Expenses. There was no direct R&D activity for the quarters ended June 30, 2018, and June 30, 2017.  An extensive R&D program is being prepared as ABI's core technology and new technologies are rolled out.  Much of the R&D activity is anticipated to occur in the Asian markets generated through the new AMARILLO BIOSCIENCES, INC. TAIWAN BRANCH (美商康華全球生技股份有限公司 台灣分公司).

Selling, General and Administrative Expenses.  Selling, general and administrative expenses of $353,682 were incurred for the second quarter in 2018, as compared to $176,935 for the second quarter of 2017, an increase of $176,747 (99%).  Salary and stock compensation expenses increased to $99,815 in 2018 from $110,980 in 2017, an increase of 80%.  Accounting fees rose slightly, $25,240 in 2018, from $14,735 in 2017, an increase of 71%.

These increases were due to growing foreign operations.  In 2018 for the second quarter, rent increased by $5,327 (165%) to $8,557 in 2018 from $3,230 in 2017.  Professional fees for accounting increased $10,505 (71%) to $25,240 in 2018 from $14,735 in 2018.  Professional fees for advising and consulting increased to $57,452 in 2018 from $12,510 in 2017, an increase of $44,942 (359%).  The increased accounting and advising fee were fueled by the increased need for such services due to expansion of foreign operations.

Operating Income (Loss).  In the three-month period ended June 30, 2018, the Company's operating loss of $354,139 compared to an operating income for the three-month period ended June 30, 2017 of $14,766, a $368,905 increase in loss. There were more expenses overall during the second quarter of 2018 due to increased foreign operations.

Interest Expense.  During the three-month period ended June 30, 2018, interest expense was $973, compared to $1,742 for the three-month period ended June 30, 2017. The reduced interest expense in the second quarter of 2018 is mostly due to debt reduction of Dr. Stephen Chen's unsecured loans by partial repayments of the debt by ABI as well as Dr. Chen's conversion of debt to equity.

Net Income (Loss). In the three-month period ended June 30, 2018, the Company had net loss of $355,112 compared to a net income for the three-month period ended June 30, 2017, of $13,024 a $368,136 increase in loss. This increase was mainly due to increased selling, general and administrative expenses and no sales recognized in the second quarter of 2018.

Results of Operations for the Six Months Ended June 30, 2018 and 2017:

Revenues.  (a) Revenue now includes that which was generated by the Taiwan Branch Office. (b) For the first & second quarters of 2018, there was recognized $2,053 from the sale of the new product TissueAid®.  No sales occurred for the same period in 2017.  The total revenue recognized through June 30, 2018, was $56,840 against $250,502 from the sale of metabolism treatment equipment, in 2017, a decrease in 2018 of $193,662 (77%).  This decrease of revenue is mostly due to no sales of metabolism treatment equipment in 2018.

Cost of Revenues.  Cost of sales for the six months ended  June 30, 2018 was $44,046. For the six months ended June 30, 2017, no dietary supplements or ACM was purchased for resale.  In 2017, metabolism treatment equipment in the amount of $58,801, was purchased compared to no equipment purchases in 2018.

Research and Development Expenses.  There was no direct R&D activity for the six months ended June 30, 2018, and June 30, 2017.  An extensive R&D program is being prepared as ABI's core technology and new technologies are rolled out.  Much of the R&D activity is anticipated to occur in the Asian markets generated through the new AMARILLO BIOSCIENCES, INC. TAIWAN BRANCH (美商康華全球生技股份有限公司 台灣分公司).

Selling, General and Administrative Expenses.  Selling, general and administrative expenses of $552,991 were incurred for the first six months of 2018, compared to $361,948 for the first six months of 2017, an increase of $191,043 (53%).  This increase is mostly due to additional salary expense in 2018, $215,416, over $155,467 in 2017, an increase of 39% ($59,949); and stock compensation expense of $56,000 in 2018 over $0 in 2017.  Accounting fees rose slightly, 54%, in 2018, $32,723, over the same period in 2017, $21,235, an increase of $11,488.  In 2018 for the first six months, rent increased by $21,523 (334%) to $27,963 in 2018 from $6,440 in 2017.

Professional fees for advising and consulting increased to $70,850 in 2018 from $26,276 in 2017, an increase of $44,574 (170%).  The increases in these expenses were fueled by the growth and expansion of foreign operations.

Operating Loss.  In the six month period ended June 30, 2018, the Company's operating loss was $540,197 compared to an operating loss for the six month period ended June 30, 2017 of $170,247, a $369,950 (217%) increase.  The increased selling, general, and administrative expense increases along with no sales in 2018 was a major factor in the operating loss increase.  However, major portion of the expense increases were driven by expanded international operations and activities.

Interest Expense.  During the six-month period ended June 30, 2018, interest expense was $2,353, compared to $5,701 for the six-month period ended June 30, 2017. The reduced interest expense for the six-month 2018 period, $3,348 (59%), is mostly due to debt reduction of Dr. Stephen Chen's unsecured loans by ABI's partial repayments of the debt as well as Dr. Chen's conversion of debt to equity.  Additionally, less interest associated with our D&O insurance policy payment. This reduction is attributed to reduction of loans with Dr. Stephen Chen.  Additionally, a reduction in the amount financed of the annual D&O Insurance premium contributed significantly to the interest expense reduction for the current period.

Net Loss. The Net Loss for the first half of 2018, increased to $542,550 from $175,948 in 2017, an increase of $366,602, (208%) for the period.  The major constituents to the increase in net loss are the decrease in revenue in the second quarter of 2018 (the quarter ended June 30, 2018) and the increase in expenses due to incorporation of operations of the Taiwan office.

Liquidity Needs. At June 30, 2018, we had available cash of $1,393,474 whereas we had a cash position of $1,980,015 as of December 31, 2017.  The Company had a working capital of $454,587 at the end of June 30, 2018.  For 2017, the working capital was $261,412.  Historically the burn rate has been between $50,000 and $60,000 per month.  It is difficult to estimate the burn rate at this point insomuch as foreign operations have increased and new budgets are being developed for escalations in R&D spending and foreign operations.  One of the Company's main goals is to return to the status of a going concern by having reduced operating losses and subsequently becoming profitable.  As indicated throughout this document,  two other major goals of ABI are to (1) leverage the core technology, low-dose oral interferon, and (2) diversify Company operations to incorporate additional lines of business which will extend the reach of ABI into additional economic sectors such as biotech / bio-pharmaceutical / health care products and life sciences business.  Current investors and potential new investors have indicated the willingness to assist in future financing of operations as ABI seeks to monetize its existing (and newly developed) intellectual property. ABI estimates its financing needs to be between $1,000,000 and $1,600,000 to support our core technology, which is included in the Pharmaceutical Division, and instituting new revenue streams with the Medical Division and the Consumer Products Division.  The Company has also instituted a new corporate division, the Business Development Division dedicated to finding and developing new customers, markets, distribution channels, strategic partners, joint ventures, and other growth and expansion vehicles and opportunities.

There can be no assurance that we will be successful in our efforts to make the Company profitable.  If those efforts are not successful, we could be forced to cease operations.

Forward-Looking Statements: Certain statements made throughout this document 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 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 operations. 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.

As a "smaller reporting company", we are not required to provide the information under this Item 3.

Disclosure Controls and Procedures

At the end of the period covered by the Annual Report on Form 10-K for the fiscal year ended  December 31, 2017, and this Form 10-Q Quarterly Report for the quarter ending June 30, 2018, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operations of our disclosure controls and

procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by the Annual Report and Quarterly Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 

Changes to Internal Controls and Procedures over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Remediation Plans

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"). Management has assessed the effectiveness of internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified are:

a) We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the financial statements, including disclosures, will not be prevented or detected on a timely basis; and b) Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

c) We do not have sufficient controls over authorization and documentation of revenue and equity transactions.

We will look to increase our personnel resources and technical accounting expertise within the accounting function as funds become available. Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weakness: insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements.  Additionally, we have engaged an Executive Advisor to consult with the Company on various areas.

PART II - OTHER INFORMATION

 

ITEM 1.

Legal Proceedings..

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.

During the first quarter of 2018, 7,579,059 shares of common stock were issued to investors from the 2016-2 offering at $.1875 per share pursuant to a private placement subscription executed on September 13, 2017.  The payments were received between September 18, 2017 and December 18, 2017.  Also in the first quarter of 2018, 1,901,941 shares of common stock were issued to investors from the 2016-3 offering at $.25 per share pursuant to a private placement subscription executed and received on April 25, 2018.  Although the subscription was not executed until April 25, 2018, total funds of $721,033 for 2,884,132 shares, were received in full by December 26, 2017.  Since payment of the subscription was complete, the Company issued 1,901,941 shares of the stock early in the first quarter of 2018.  The balance of the subscribers' names were subsequently received on July 27, 2018.

On April 25, 2018 the 2016-3 Private Placement of the Company's voting common stock was amended increasing the maximum shares in the offering to 30 million and the maximum proceeds to $7.5 million.  The offering is to be completed within one (1) year of the Board action.

 

On July 27, 2018, the Company received the names of the four remaining investors as previously explained in Footnote 6 Common Stock, paragraph 5.  The 1,839,034 shares were issued from the 2016-3 offering at $.25 per share on July 27, 2018, as directed in the private placement subscription executed and received on April 25, 2018.  The funds had been previously received on December 26, 2017 and held as a prepaid private placement payment, a liability on the balance sheet, until the investor names were received and shares issued.

On March 27, 2018, effective as of January 1, 2018, the Board of Directors approved a resolution whereby Dr. Chen's annual compensation was changed to $240,000 cash per annum and $100,000 per annum payable in the Company's unregistered, voting common stock.  The Board also approved the change in compensation to Bernard Cohen to $70,000 cash per annum and $12,000 per annum payable in the Company's unregistered, voting common stock. The cash compensation is to be paid on the normal payroll cycle of 15th and 31st of each month and stock compensation to be paid quarterly.  Shares are to be priced at the average of all trading day closing quotes on the OTC-BB for the month preceding date of issuance, with such shares to be issued on the first business day after the close of each calendar quarter or as soon thereafter as practicable.  During the period ended March 31, 2018, the Company has issued an aggregate of 86,698 shares of common stock valued at $21,250 as payment for the fourth 2017 accrual.  As of June 30, 2018, the Company has accrued $56,000 in Accounts Payable and Accrued Expenses representing Q1 2018 and Q2 2018 shares that have not been issued.

ITEM 3.

Defaults Upon Senior Securities.

None

ITEM 4.

Mine Safety Disclosures.

Not applicable

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.