-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hhf8QlZhlTt0WRSb5ox2oFGRHJPfOPZbo69BXHbu31+LolgBjN/5aA1GvkMDcsWU 2Z8eIn8JjbrkL036DFpQ3A== 0001014763-07-000014.txt : 20070511 0001014763-07-000014.hdr.sgml : 20070511 20070511161832 ACCESSION NUMBER: 0001014763-07-000014 CONFORMED SUBMISSION TYPE: 10QSB CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMARILLO BIOSCIENCES INC CENTRAL INDEX KEY: 0001014763 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 751974352 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-20791 BUSINESS ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 BUSINESS PHONE: (806) 376-1741 MAIL ADDRESS: STREET 1: AMARILLO BIOSCIENCES INC STREET 2: 4134 BUSINESS PARK DRIVE CITY: AMARILLO STATE: TX ZIP: 79110-4225 10QSB 1 form10qsb_033107.htm FORM 10-QSB 3-31-07 Form 10-QSB 3-31-07

United States
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB


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

For the quarterly period ended March 31, 2007

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

Commission File Number 0-20791

AMARILLO BIOSCIENCES, INC.
(Exact name of small business issuer as specified in its charter)

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

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

806-376-1741
FAX 806-376-9301
(Issuer's telephone number, including area code)
 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No  .

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

As of March 31, 2007 there were 25,599,767 shares of the issuer's common stock outstanding.

Transitional Small Business Disclosure Format (check one) Yes ___. No X .

1


AMARILLO BIOSCIENCES, INC.

INDEX


   
PAGE NO.
PART I:
FINANCIAL INFORMATION
 
     
ITEM 1.
Financial Statements
 
 
Balance Sheet - March 31, 2007 (unaudited)
3
 
Statements of Operations - Three Months Ended March 31, 2007 and 2006 (unaudited)
4
 
Condensed Statements of Cash Flows - Three Months Ended March 31, 2007 and 2006 (unaudited)
5
 
Notes to Unaudited Financial Statements
6
     
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
7
     
ITEM 3.
Controls and Procedures
11
     
PART II:
OTHER INFORMATION
 
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
11
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
12
     
ITEM 6.
Exhibits
13
     
Signatures
 
14
     


2


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Amarillo Biosciences, Inc.
Balance Sheet - Unaudited
March 31, 2007

Assets
       
Current assets:
       
Cash and cash equivalents
 
$
156,304
 
Other current assets
   
18,302
 
Total current assets
   
174,606
 
Property, equipment, and software, net
   
16,435
 
Patents, net
   
124,126
 
Total assets
 
$
315,167
 
         
Liabilities and Stockholders' Deficit
       
Current liabilities:
       
Accounts payable and accrued expenses
 
$
127,818
 
Accrued interest - related party
   
622,833
 
Notes payable - related party
   
2,000,000
 
Total current liabilities
   
2,750,651
 
Total liabilities
   
2,750,651
 
Commitments and contingencies
       
Stockholders' deficit
       
Preferred stock, $.01 par value:
       
Authorized shares - 10,000,000
       
Issued shares - none
   
-
 
Common stock, $.01par value:
       
Authorized shares - 50,000,000
       
Issued shares - 25,599,767
   
255,998
 
Additional paid-in capital
   
24,007,603
 
Accumulated deficit
   
(26,699,085
)
Total stockholders' deficit
   
(2,435,484
)
Total liabilities and stockholder's deficit
 
$
315,167
 
         

See accompanying notes to financial statements.

3


Amarillo Biosciences, Inc.
Statements of Operations - Unaudited

 
Three months ended March 31, 
     
2007
   
2006
 
               
Revenues:
             
Dietary supplement sales
 
$
534
 
$
853
 
Sublicense fee revenue
   
40,000
   
30,000
 
Total revenues
   
40,534
   
30,853
 
               
Operating expenses:
             
Cost of sales
   
168
   
-
 
Research and development expenses
   
131,012
   
96,238
 
Selling, general and administrative expenses
   
633,575
   
681,442
 
Total operating expenses
   
764,755
   
777,680
 
               
Operating loss
   
(724,221
)
 
(746,827
)
               
Other income (expense)
             
Interest expense
   
(22,238
)
 
(24,181
)
Interest income
   
1,253
   
-
 
Investment income
   
-
   
-
 
Net loss
 
$
(745,206
)
$
(771,008
)
               
Basic and diluted net loss per share
   
(0.03
)
 
(0.04
)
               
Weighted average shares outstanding
   
24,930,331
   
20,360,871
 
               

See accompanying notes to financial statements

4


Amarillo Biosciences, Inc.
Condensed Statements of Cash Flows - Unaudited

 
Three months ended March 31, 
     
2007
   
2006
 
               
Net cash used in operating activities
 
$
(503,702
)
$
(266,405
)
               
Cash from investing activities
             
Purchases of equipment
   
(1,265
)
 
(1,461
)
Patents
   
(1,673
)
 
-
 
Net cash used in investing activities:
   
(2,938
)
 
(1,461
)
               
Cash from financing activities:
             
Proceeds from issuance of common stock
   
449,100
   
522,284
 
Repayments on notes payable
   
-
   
(68,500
)
Net cash used in financing activities
   
449,100
   
453,784
 
Net increase (decrease) in cash
   
(57,540
)
 
185,918
 
Cash and cash equivalents at beginning of period
   
213,844
   
193,315
 
Cash and cash equivalents at end of period
 
$
156,304
 
$
379,233
 
Supplemental Disclosure of Cash Flow Information
             
Cash paid for interest
 
$
107
 
$
2,050
 
               

See accompanying notes to financial statements.

5


Amarillo Biosciences, Inc.

Notes To Financial Statements - Unaudited

1.  
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-KSB for the year ended December 31, 2006 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 three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007.

2.  
Financial Condition. The Company's viability is dependent upon successful commercialization of products resulting from its research and product development activities. The Company plans 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. The Company's products will require significant additional development, laboratory and clinical testing and investment prior to the Company obtaining regulatory approval to commercially market its product(s). Accordingly, for at least the next few years, the Company will continue to incur research and development and general and administrative expenses and may not generate sufficient revenues from product sales to support its operations.

3.  
Equity. During the quarter ended March 31, 2007, the Board of Directors authorized stock grants to two consultants: 100,000 shares to Claus Martin on 3/5/07 ($84,000 fair value) and 100,000 shares to David Stewart on 3/30/07 ($82,000 fair value). The shares to David Stewart are to be issued in 25,000 share portions on March 30, June 30, September 30 and December 31 during fiscal 2007. The entire expense of $82,000 was recognized in the quarter ending March 31, 2007.

During 2006, the Company issued 1,200,000 options to employees of the Company. These options vest evenly over the next 4 years. The Company recognized $58,287 expense related to the options during the first quarter of 2007. The remaining cost expected to be recognized if these options vest is $803,378.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield 0.0%, expected volatility of 133.61 - 138.31%, risk-free interest rate of 1.5% and expected life of 60 months.

In the first three months of 2007, the Company completed private equity financing by selling 998,000 restricted shares of common stock at a discount to 18 investors, generating $449,100 in cash. During the quarter ended March 31, 2007, finder’s fees paid related to private placements of stock totaled $6,750, and are included as general and administrative expenses in the Company’s statement of operations.
 

6


 
4.  
License and Sublicense Agreements. Sublicense fee revenue is recognized upon completion of all significant initial services provided to the licensee and upon satisfaction of all material conditions of the license agreement.  In the first quarter of 2007 ABI received a $40,000 sublicense fee. A $19,992 sublicense fee payable to HBL was included in accounts payable based on sublicense fee income earned by the Company during the first quarter of 2007. A $7,500 minimum cash royalty fee was paid by the Company to Texas A&M University System during the first quarter of 2007.

5.  
Subsequent Events. Since March 31, 2007, the Company has sold 45,565 shares of unregistered stock for $0.45 per share in private placement offerings. In addition, 177,486 options were exercised at $0.06 to $0.44 per share. Total proceeds to the Company were $56,173.


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. During the first quarter of 2007, ABI focused on its goal of completing Phase 2 clinical trials for low-dose oral interferon-alpha treatment of Behcet’s disease and oral warts in HIV positive patients by the end of 2007 or early 2008. The Company has obtained FDA Orphan Disease Designation for these diseases and believes this is a faster, less expensive way to obtain FDA approval of low-dose oral interferon-alpha.
 
Enrollment in Phase 2 Clinical Trial of Behcet’s Disease. Nobel Ilac Sanayii Ve Ticaret A.S., a leading Turkish pharmaceutical company, is funding and co-sponsoring a Behçet’s Disease Phase 2 study with ABI according to FDA protocol. Two more sites for enrollment of Behcet’s disease patients have been approved by the Turkish Ministry of Health. The two sites are being added to accelerate enrollment of 90 patients with goal of completing the Phase 2 trial in 2007. Approximately 100 patients have been screened for enrollment and 62 have been started on treatment as of today’s date. The double-blinded Phase 2 study is testing the efficacy of interferon lozenges versus placebo in the treatment and prevention of mouth ulcers. The treatment duration is 12 weeks. Other products used to treat mouth ulcers in Behçet’s Disease, such as corticosteroids, have significant side effects. ABI’s non-toxic oral interferon product potentially represents a substantial improvement in the treatment of the mouth ulcers suffered by virtually all Behçet’s Disease patients.

Enrollment in Phase 2 Clincal Trial of Oral Warts in HIV+ Patients.  Three more clinical sites have agreed to join the six clinical sites currently approved to enroll patients in a study of HIV+ patients suffering from oral warts. This placebo-controlled Phase 2 study is a follow-up to two

7


successful studies that have already been completed. In the most recent study, 57% of HIV patients given the optimum dose of oral interferon experienced a complete or almost complete clearance of their oral warts. No products are currently approved by the FDA for this condition, so treatment of oral warts represents a unique market for ABI. As of today’s date, 10 of 80 planned subjects have been enrolled. The goal is to complete the study in 2007 or early 2008.

German Institute for Viral Research. During the first quarter, the Company provided murine interferon to Professor Oliver Planz to be used for clinical studies of oral interferon treatment of mice challenged with H7N7 and H5N1 influenza viruses.

Idiopathic Pulmonary Fibrosis. On December 1, 2006, the Company submitted an STTR grant application to the National Institutes of Health (NIH), seeking approximately $100,000 to perform a double-blind, placebo-controlled trial in the treatment of chronic cough in patients suffering from idiopathic pulmonary fibrosis (IPF). This study was intended to be a confirmatory follow-up to the positive, open-label pilot study conducted by Dr. Lorenz Lutherer at the Texas Tech University Health Sciences Center (TTUHSC) in Lubbock, TX. In the pilot study, 5 of 6 IPF subjects treated with orally administered IFN-alpha experienced a significant improvement in their chronic cough, a bothersome symptom that affects 80-90% of IPF patients and which has a significant negative impact on quality-of-life. On March 23, the Company learned that the NIH had decided not to fund this project. The Company plans to revise and re-submit the application during a future NIH funding cycle.
 
COPD.  On March 30, 2006, Dr. Lorenz Lutherer submitted a request for an internal “seed grant” from the TTUHSC in Lubbock, TX in the amount of $20,000 to perform a double-blind, placebo-controlled study of orally administered IFN-alpha in the treatment of chronic cough in 30 patients with chronic obstructive pulmonary disease (COPD). This study is intended to expand the positive results observed by Dr. Lutherer in treating IPF patients (see previous section) to another significant cause of chronic cough, COPD. A funding decision is expected in the 2nd quarter of this year. The study is expected to start after funds become available in the 3rd quarter of this year and will take approximately 1 year to complete.
 
License Partners. The Company continued to work with license partners during the first quarter of 2007. CytoPharm, Inc., a Taipei, Taiwan-based biopharmaceutical company whose parent company is Vita Genomics, Inc., the largest biotech company in Taiwan, has entered into discussions with regulatory agencies in Taiwan to conduct clinical trials for oral interferon treatment of hepatitis B & C and influenza.

Partner/License Discussions. The Company is presently negotiating with human health commercial development partners in various regions of the world including South America, the United States and South East Asia. These agreements could generally include provisions for the commercial partner to pay the Company a technology access fee, could include payments for a portion of the clinical trial expenses, could include payment obligations to the Company upon the accomplishment of certain defined tasks and/or could provide for payments relating to the future sales of commercial product. These agreements could be an important source of funds for the Company. However, there can be no assurance that the Company will be successful in obtaining additional funding from either human health and animal health commercial development partners or private investors. If the Company is not successful in raising additional funds, it will need to significantly curtail clinical trial expenditures and to reduce staff and administrative expenses and may be forced to cease operations.
 

8



 
Nutraceutical Product. The Company sells anhydrous crystalline maltose (ACM) as Maxisal® to individuals and to pharmacies in the USA and to licensed distributors overseas. The company is negotiating with an entrepreneur who seeks a supply agreement to sell ACM for dry mouth.
 
Equity Funding. In the first quarter, the Company completed private equity financing by selling restricted stock at a discount to 18 investors. The net proceeds to the Company were $442,350.
 
Results of Operations:
 
Revenues. During the three-month period ended March 31, 2007, $534 from dietary supplement sales was generated compared to revenues from dietary supplement sales for the three-month period ended March 31, 2006, of $853, a decrease of $319 or approximately 37%. In the first quarter ended March 31, 2007 a $40,000 sublicense fee was collected compared to a $30,000 sublicense fee the first quarter of 2006, an increase of $10,000 or approximately 33%. There were no sales of interferon products during the first quarter of 2007.
 
Research and Development Expenses. Research and development expenses of $131,012 were incurred for the three month period ended March 31, 2007, compared to $96,238 for the three month period ended March 31, 2006, an increase of $34,774. R&D expenses are higher in 2007 since enrollment began for Phase 2 oral warts studies in the US.
 
Selling, General and Administrative Expenses. Selling, general and administrative expenses of $633,575 were incurred for the three-month period ended March 31, 2007, compared to $681,442 for the three-month period ended March 31, 2006, a decrease of $47,867. Salaries excluding non-cash stock grant and option recognition expenses were $27,687 higher in the first quarter of 2007, since 2007 included two additional employees. Expenses were increased by the addition of $34,533 of accrued liability for vacation time and $12,390 of D&O insurance costs during the first quarter of 2007. Accounting fees increased $15,167 during the first quarter of 2007 over the first quarter of 2006. License and royalty fees were $27,491 in the first quarter of 2007 compared to $15,000 in the first quarter of 2006, an increase of $12,491. During the first quarter of 2007 the Company recognized $58,287 (based on Black-Scholes option pricing model) of non-cash expenses related to employee stock options granted in 2006. In the first quarter of 2006, $216,000 (fair value) of non-cash expense was recognized for a stock grant to an employee. Excluding the one-time stock grant to an employee, expenses increased during the first quarter of 2007 compared to the first quarter of 2006 as a result of increased clinical trial activities.

Non-cash Consulting Activities. During the three-month period ended March 31, 2007, the Board of Directors authorized the issuance of shares of common stock to consultants: 100,000 shares to Claus Martin on 3/5/07 ($84,000 fair value) and 100,000 shares to David Stewart on 3/30/07 ($82,000 fair value). The shares to David Stewart are to be issued in 25,000 share portions on March 30, June 30, September 30 and December 31 during fiscal 2007. The accumulated value of the above mentioned stock for the first quarter of 2007 is $166,000 for non-cash consulting compensation. In the first quarter of 2006, non-cash consulting compensation was approximately $224,000.

Net Income (Loss). As a result of the above, in the three-month period ended March 31, 2007, the Company's net loss was ($745,206) compared to a net loss for the three-month period ended March 31, 2006 of ($771,008).

9


Liquidity Needs:
On March 31, 2007, the Company had available cash of approximately $156,304, and had a working capital deficit (current assets less current liabilities) of approximately $2,576,045. Current liabilities includes two $1 million notes plus $622,832 of accrued interest owed to Hayashibara Biochemical Laboratories, Inc. (HBL), the Company’s largest shareholder and benefactor. 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 equipment purchases, patent filings (burn rate) is approximately $169,000 per month. The Company's continued losses and lack of liquidity indicate that the Company may not be 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 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 2007 Plan.
 
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-QSB and 10-KSB 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 develop-ment 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.
 

10


Item 3.  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 March 31, 2007. 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.
 

 
PART II - OTHER INFORMATION
 
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
During the quarter ended March 31, 2007, the Board of Directors authorized stock grants to two consultants: 100,000 shares to Claus Martin on 3/5/07 ($84,000 fair value) and 100,000 shares to David Stewart on 3/30/07 ($82,000 fair value). The shares to David Stewart are to be issued in 25,000 share portions on March 30, June 30, September 30 and December 31 during fiscal 2007. The shares will be registered on Form S-8.
 
In the quarter ended March 31, 2007, the Company completed private equity financing by selling 998,300 restricted shares of common stock at a discount to 18 investors. The shares are restricted and are transferable pursuant to Rule 144 promulgated under the Securities Act of 1933. The net proceeds to the Company were approximately $449,100. All shares sold were exempt from registration pursuant to Rule 506 of Regulation D, promulgated pursuant to the Securities Act of 1933. No underwriters were involved in any of the unregistered share sales and no commissions were paid. The Company paid $6,750 in finder’s fees.
 

 
Date (2007)
Shares
Purchaser
Discount*
Issue Price
Number
Per Share
Total
1
January 22
.45
50000
Stuart Needleman Trust
.33
16500
2
January 22, February 22
.45
100000
L.E. International Trust
.425
42500
3
February 6
.45
50000
Joan Kanter
.33
16500

11



4
February 6,9
.45
50000
Claudia Walters
.31
15500
5
February 7
.45
10000
Gretchen Coy Trust
.31
3100
6
February 16
.45
50000
Pablo Kaufmann
.40
20000
7
February 20
.45
25000
Gary W. Coy
.37
9250
8
February 20
.45
50000
Francine Garofalo
.37
18500
9
February 23
.45
2300
Donna Wesling
.61
1403
10
February 26
.45
100000
Dipayan Sarkar
.50
50000
11
February 27
.45
100000
Harvey Bibicoff
.42
42000
12
March 1
.45
50000
Rajan Vaz
.38
19000
13
March 1
.45
130000
Clarence McDaniel
.38
49400
14
March 2
.45
50000
Vincent Fiorino
.43
21500
15
March 5
.45
4889
Earl McDaniel
.39
1906.71
16
March 6
.45
50000
Wesley Harris
.39
19500
17
March 8
.45
50000
Jennifer Vlamis
.37
18500
18
March 9
.45
75811
Sean Brooks
.40
30324.40
*Discounts were calculated based on the last transaction on each date.

 
Item 4.  Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Stockholders of Amarillo Biosciences, Inc. (the "Company") will be held on the 1st day of June, 2007 at 7:00 p.m., local time, at the Ambassador Hotel Ballroom, 3100 I-40 West, Amarillo, Texas, 79102, for the following purposes:

 
1.
To elect six Directors to serve until the next Annual Meeting and until their respective successors are elected and qualify.

 
2.
To consider and vote upon an amendment to the Company’s Articles of Incorporation to increase by 50,000,000 (to an aggregate of 100,000,000) the number of shares of the Company’s voting common stock, par value $0.01, authorized for issuance.

3. To act upon such other business as may properly come before the meeting.

4. To adjourn the meeting, if necessary, for the purpose of soliciting additional votes.
 
Only stockholders of record as of the close of business on April 5, 2007 are entitled to receive notice of and to vote at the meeting. A list of such stockholders shall be open to the examination of any stockholder during ordinary business hours, for a period of ten (10) days prior to the meeting, at the principal executive offices of the Company, 4134 Business Park Drive, Amarillo, Texas 79110.
 
The vote to increase the number of shares of the Company’s voting common stock from 50 million to 100 million shares requires the affirmative vote of two-thirds (2/3) of all of the issued and outstanding shares of common stock of those shareholders of record as of the close of business on April 5, 2007 (25,476,767 shares of Common Stock). The shareholders of record on April 5, 2007 do not include 125,000 shares of stock grants to consultants, which are authorized by the board but not yet physically issued. The reason for the proposed amendment is that the Board anticipates a need in the future for additional authorized shares to assist the Company

12


in the raising of additional capital. The Board believes that approximately 15.6 million authorized shares available for future issuance (net of unissued shares which are reserved for issuance) are inadequate to satisfy the Company’s long-term requirements.

For more information about the annual meeting scheduled for June 1, 2007, see the Company’s Proxy materials filed with the Securities and Exchange Commission.
 
 
Item 6.
Exhibits.
 
 
None.
 

13



 
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: May 10, 2007   By: /s/ Joseph M. Cummins  
                      Joseph M. Cummins  
                      President and Chief Executive Officer
 
 
Date: May 10, 2007   By: /s/ Gary W. Coy  
                      Gary W. Coy  
                      Vice President and Chief Financial Officer
 

 

14

 
 
EX-31.1A 2 exhibit31-1a_10qsb033107.htm EXHIBIT 31.1A 10-QSB 3-31-07 Exhibit 31.1a 10-QSB 3-31-07
                FORM OF CERTIFICATION                      EXHIBIT 31.1a
 
PURSUANT TO RULE 13a-14 AND 15d-14
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
CERTIFICATION
 
I, Joseph M. Cummins, certify that:
 
1. I have reviewed this report on Form 10-QSB of Amarillo Biosciences, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: May 10, 2007          /s/ Joseph M. Cummins
                         Name: Joseph M. Cummins
                        Title: President and Chief Executive Officer
 

 
 
EX-31.1B 3 exhibit31-1b_10qsb033107.htm EXHIBIT 31.1B 10-QSB 3-31-07 Exhibit 31.1b 10-QSB 3-31-07
                                     FORM OF CERTIFICATION                         EXHIBIT 31.1b
 
PURSUANT TO RULE 13a-14 AND 15d-14
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
 
CERTIFICATION
 
I, Gary Coy, certify that:
 
1. I have reviewed this report on Form 10-QSB of Amarillo Biosciences, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
 
Date: May 10, 2007     /s/ Gary W. Coy
                        Name: Gary W. Coy
                            Title: Vice President and Chief Financial Officer
 
EX-32.1 4 exhibit32-1_10qsb033107.htm EXHIBIT 32.1 10-QSB 3-31-07 Exhibit 32.1 10-QSB 3-31-07
 
EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
 
18 U.S.C. SECTION 1350
 
AS ADOPTED PURSUANT TO
 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
In connection with the Quarterly Report of Amarillo Biosciences, Inc. on Form 10-QSB for the period ended March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
 
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
 
 

 
Date: May 10, 2007   By: /s/ Joseph M. Cummins
                       Joseph M. Cummins
                        President, Chief Executive Officer
 
 
 
 
Date: May 8, 2007   By: /s/ Gary W. Coy
                        Gary W. Coy
                        Vice President, Chief Financial Officer
 

 

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