LETTER 1 amar-0l.txt ACCTG CMNTS DATED 08/24/04 - ITEM 4 8-K FILED 08/20/04 Via Facsimile and U.S. Mail Mail Stop 03-09 August 24, 2004 Dr. Joseph M. Cummins Chief Executive Officer Amarillo Biosciences, Inc. 4134 Business Park Drive Amarillo, TX 79110-4225 Re: Amarillo Biosciences, Inc. Form 8-K filed August 20, 2004 File No. 000-20791 Dear Dr. Cummins: We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. 1. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that * the company is responsible for the adequacy and accuracy of the disclosure in the filing; * staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing. 2. Please revise your filing to discuss the former accountant`s report for each of the two past years, not just for the past year, as Item 304(a)(1)(ii) of Regulation S-B refers to reports for either of the past two years. In addition, while the most recent report may appear to cover the financial statements for the second year past, it does not appear to cover the balance sheet as of the end of that second year. 3. In providing the disclosures required by Item 304(a)(1)(iv) of Regulation S-B, please specifically address the two most recent fiscal years and the subsequent interim period through the dismissal of the former accountant. Regarding the two most recent fiscal years, it is not sufficient to state "in connection with the audit". 4. In providing the disclosures required by Item 304(a)(2) of Regulation S-B, please remove the references to the former accountant, as these disclosures should relate solely to the newly engaged accountant. 5. Please file an updated letter from the former accountant covering the revised disclosures. Please file your supplemental response and amendment via EDGAR in response to these comments within 5 business days of the date of this letter. Please note that if you require longer than 5 business days to respond, you should contact the staff immediately to request additional time. Direct any questions regarding the above to me at (202) 942-2902. Sincerely, Oscar M. Young, Jr. Staff Accountant Dr. Joseph M. Cummins Amarillo Biosciences, Inc. Page 1