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TEXAS
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75-1974352
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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4134 Business Park Drive, Amarillo, Texas 79110
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(Address of principal executive offices) (Zip Code)
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(806) 376-1741
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(Issuer's telephone number, including area code)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (do not check if smaller reporting company)
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Smaller reporting company [√]
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PAGE NO.
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PART I:
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FINANCIAL INFORMATION
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ITEM 1.
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Financial Statements
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Consolidated Balance Sheets– March 31, 2018 and December 31, 2017 (unaudited)
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3
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Consolidated Statements of Operations – Three Months Ended March 31, 2018 and 2017 (unaudited)
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4
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Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31, 2018 and 2017 (unaudited)
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5
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Notes to Consolidated Financial Statements (unaudited)
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6
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ITEM 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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12
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ITEM 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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15
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ITEM 4.
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Controls and Procedures
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15
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PART II:
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OTHER INFORMATION
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ITEM 1.
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Legal Proceedings
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16
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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16
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ITEM 3.
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Defaults Upon Senior Securities
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17
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ITEM 4.
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Mine Safety Disclosures
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17
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ITEM 5.
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Other Information
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17
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ITEM 6.
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Exhibits…………………………………………………………….....................................................................................................................................................................................................
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17
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Signatures
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....................................................................................................................................................................................................................................
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17
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| ITEM 1. |
Financial Statements
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March 31,
2018
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December 31,
2017
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|||||||
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Assets
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$
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1,706,804
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$
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1,980,015
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||||
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Accounts receivable
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2,248
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|||||||
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Inventory
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-
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22,666
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||||||
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Advance to related party
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-
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58,135
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||||||
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Prepaid expense and other current assets
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10,328
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23,635
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Total current assets
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1,719,380
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2,084,451
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||||||
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Patents, net
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178,257
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182,386
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||||||
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Property and equipment, net
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22,693
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26,997
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||||||
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Total assets
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$
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1,920,330
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$
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2,293,834
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Liabilities and Stockholders' Deficit
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||||||||
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Current liabilities:
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||||||||
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Accounts payable and accrued expenses
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$
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139,492
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$
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159,300
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Advances from investors
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301,773
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777,258
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Customer deposits
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7,491
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-
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Convertible notes payable – related party
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691,481
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886,481
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Total current liabilities
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1,140,237
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1,823,039
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Total liabilities
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1,140,237
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1,823,039
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Commitments and contingencies
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Stockholders' equity (deficit)
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||||||||
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Preferred stock, $0.01 par value:
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||||||||
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Authorized shares - 10,000,000,
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Issued and outstanding shares – 0 at March 31, 2018 and December 31, 2017
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-
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-
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||||||
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Common stock, $0.01 par value:
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||||||||
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Authorized shares - 100,000,000,
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||||||||
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Issued and outstanding shares –33,724,261 and 23,156,563 at March 31, 2018 and December 31, 2017, respectively
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337,243
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231,565
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Additional paid-in capital
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2,514,263
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2,123,205
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Accumulated deficit
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(2,152,579
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)
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(1,883,975
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)
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Total Amarillo Bioscience's Inc. equity (deficit)
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698,927
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470,795
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Non-controlling interests
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81,166
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-
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Total stockholders' equity (deficit)
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780,093
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470,795
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Total liabilities and stockholders' equity (deficit)
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$
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1,920,330
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$
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2,293,834
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Three Months Ended
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2018
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2017
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Revenues
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$
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56,590
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$
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-
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Cost of revenues
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(43,339
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)
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-
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Gross margin
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13,251
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-
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Operating expenses:
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Research and development expenses
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-
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-
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Selling, general and administrative expenses
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199,309
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185,013
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Total operating expenses
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199,309
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185,013
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Operating loss
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(186,058
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)
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(185,013
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)
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Other income (expense):
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Interest expense
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(1,380
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)
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(3,959
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)
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Net loss
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(187,438
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)
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(188,972
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)
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Less: Net income attributable to non-controlling interests
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4,992
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-
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Net loss attributable to common shareholders
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$
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(192,430
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)
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$
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(188,972
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)
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Basic and diluted net loss per average share available to common shareholders
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$
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(0.01
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)
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$
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(0.01
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)
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Weighted average common shares outstanding – basic and diluted
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33,243,580
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22
,
277
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261
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Three months ended March 31,
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2018
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2017
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Net cash used in operating activities:
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$
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(76,524
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)
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$
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(126,512
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)
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Cash flows from investing activities
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Investment in patents
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(1,687
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)
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(5,267
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)
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Net cash used in investing activities
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(1,687
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)
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(5,267
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)
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Cash flows from financing activities
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Payments on convertible notes
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(195,000
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)
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-
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Proceeds from private placement offering
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-
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50,625
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Net cash provided by financing activities
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(195,000
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50,625
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Net change in cash
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(273,211
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(81,154
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)
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Cash and cash equivalents at beginning of period
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1,980,015
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134,125
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Cash and cash equivalents at end of period
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$
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1,706,804
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$
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52,971
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Supplemental Cash Flow Information
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Cash paid for interest
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$
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3,819
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$
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-
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Cash paid for income taxes
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$
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-
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$
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-
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Non-Cash Transactions
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Stock issued for accrued liabilities
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$
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496,736
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$
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-
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||||
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1.
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Organization and Business.
Amarillo Biosciences, Inc. (the "Company" or "ABI"), a Texas corporation formed in 1984, is engaged in developing biologics for the treatment of human and animal diseases. The Company's current focus is research aimed at the treatment of human disease indications, particularly influenza, hepatitis C, thrombocytopenia, and other indications using natural human interferon alpha that is administered in a proprietary low dose oral form. In addition to the above core technology, which is included in the Pharmaceutical Division, ABI is exploring the possibility of instituting new revenue streams with a Medical Division and a Consumer Products Division.
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2.
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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 three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2018.
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3.
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Principles of Consolidation.
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4.
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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.
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5.
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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.
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6.
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Common Stock.
The shareholders have authorized 100,000,000 shares of voting common shares for issuance. On March 31, 2018, a total of 39,784,798 shares of common stock were either issued (33,724,261), reserved for conversion of convertible debt to stock (3,777,306), issuance to two Company officers as compensation (144,330), or held for future issue to prepaid private placement investments (2,138,901).
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7.
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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 $83.
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March 31, 2018
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December 31, 2017
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||||||
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Convertible Note payable – related party
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$
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144,426
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$
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144,426
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|||
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Convertible Note payable – related party
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262,500
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262,500
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|||||
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Convertible Note payable – related party
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284,555
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384,555
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|||||
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Convertible Note payable – related party
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-
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70,000
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|||||
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Convertible Note payable – related party
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-
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25,000
|
|||||
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Convertible Notes payable – related party
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$
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691,481
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$
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886,481
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|||
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8.
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Variable Interest Entity.
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March 31, 2018
|
|||
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Current assets
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$
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100,497
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Total assets
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$
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100,497
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Current liabilities
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$
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19,331
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Total liabilities
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$
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19,331
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9.
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Related Party.
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10.
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Subsequent Events.
|
| ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
| ITEM 3. |
Defaults Upon Senior Securities.
|
| ITEM 4. |
Mine Safety Disclosures.
|
| ITEM.5. |
Other Information.
|
| ITEM 6. |
Exhibits.
|
|
AMARILLO BIOSCIENCES, INC.
|
|
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Date: May 22, 2018
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By:
/s/ Stephen T. Chen
Stephen T. Chen, Chairman of the Board,
and Chief Executive Officer
|
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Date: May 22, 2018
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By:
/s/ Bernard Cohen
Bernard Cohen, Vice President,
Chief Financial Officer
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|