EXHIBIT 99.1


FORWARD-LOOKING STATEMENTS

         When  used in  this  Form  10-KSB  and in  future  filings  by  Alpha 1
Biomedicals,  Inc. (the "Company") with the Securities and Exchange  Commission,
in the Company's  press releases or other public or shareholder  communications,
and in oral  statements  made  with  the  approval  of an  authorized  executive
officer,  the words or phrases  "will likely  result,"  "are expected to," "will
continue," "is anticipated,"  "estimate,"  "project" or similar  expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation Reform Act of 1995. These statements are subject
to certain risks and  uncertainties,  that could cause actual  results to differ
materially from historical results and those presently anticipated or projected.
The  Company  wishes to  caution  readers  not to place  undue  reliance  on any
forward-looking  statements,  which speak only as of the date made.  The Company
wishes to advise readers that the factors  described below, in addition to other
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results  for  future  periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

         The  Company  does  not   undertake--and   specifically   declines  any
obligation--to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect events or circumstances after the date
of such statements or to reflect the occurrence of anticipated or  unanticipated
events.

Lack of Revenues and History of Losses

         The Company has sustained operating losses since its inception in 1982.
It believes these losses will continue for the foreseeable  future. For the year
ended December 31, 1999,  the Company had no revenues from  operations and as of
December 31, 1999, the Company had an accumulated  deficit of  $37,005,591.  The
Company does not expect to have  revenues  from  operations in fiscal 2000 or in
the  foreseeable  future.  The Company  anticipates  substantial  and increasing
operating  losses over the next several  years as it continues  its research and
development efforts and seeks to obtain regulatory approval of its products. The
Company's only potentially  significant  source of income is its ability to sell
the shares of common stock of SciClone  Pharmaceuticals,  Inc. ("SciClone") that
it received from SciClone in connection  with the sale of certain royalty rights
to SciClone.  As of October 23, 2000, the Company held 62,673 shares of SciClone
common stock. The closing price per share of SciClone common stock on that date,
as reported by The Nasdaq Stock Market, was $8.563. The price of SciClone common
stock is subject to fluctuation and can increase or decrease at any time.  While
sales of SciClone  shares may,  depending  upon the market  price at the time of
sale,  allow the Company to earn a net profit in one or more quarterly or annual
periods,  as the Company sells its SciClone shares,  fewer shares will remain to
be sold and this  potential  source  of income  will  diminish.  Therefore,  the
Company's ability to sustain profitability

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depends on its ability to cease operating losses and complete development of its
products, obtain regulatory approval for its products and market its products.

Uncertainties Related to Limited Capital Resources

         Although  no  assurance  can be given,  the Company  believes  that its
current cash and  investment  balances  will be sufficient to meet the Company's
operating needs through  December 31, 2001. The cost of research and development
and clinical trials will likely require  additional  capital after that date and
could require  additional  capital  before that date. The actual amount of funds
that the Company will need will be determined by many factors, some of which are
beyond the Company's control.  These factors include the success of its research
and development  efforts,  the status of its pre-clinical and clinical  testing,
the  costs   relating  to  securing   approvals  of  the  U.S.   Food  and  Drug
Administration  (the  "FDA")  and other  regulatory  authorities,  the costs and
timing of obtaining  new patent  rights,  regulatory  changes,  competition  and
technological developments in the market.

         Aside  from its  current  balance  of cash and  cash  equivalents,  the
Company's only readily  available  source of funds for operations is its ability
to sell the  remaining  shares of  SciClone  common  stock  from its  investment
balances.  Potential  sources  of outside  capital  include  entering  strategic
business  relationships,  public or  private  sales of  shares of the  Company's
capital stock or debt or other similar  arrangements.  The Company does not have
any committed  sources of outside capital at this time. It is uncertain  whether
the Company will be able to obtain outside  capital when it needs it or on terms
that would be  acceptable.  If the Company  raises  funds by selling  additional
shares of its common stock or securities  convertible into its common stock, the
ownership interest of its existing  stockholders will be diluted. If the Company
is unable to obtain  outside  capital when  needed,  in the amount  needed,  its
business and future  prospects  would be  materially  adversely  affected and it
could be forced to suspend or discontinue operations.

Product Development Risk

         Although  the  Company  was  formed  in 1982,  it is still in the early
stages of the development of its  pharmaceutical  products.  The Company's first
product,  based on Thymosin alpha 1, was licensed and later sold to SciClone and
is currently on the market in twenty countries outside the U.S.  Presently,  the
Company does not have any products that have received regulatory approval,  does
not  expect  to  have  any  such  products  for  several  years  and  may  never
successfully develop or commercialize any such products.  The Company's proposed
products  are subject to  numerous  risks  associated  with the  development  of
medical  products.  These  risks  include  the  possibilities  that  any  of the
Company's  products could be found to be ineffective or toxic,  or could fail to
receive necessary  regulatory  approvals.  In addition,  the Company's  products
could face obsolescence if third parties develop superior or equivalent but less
expensive products.




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Regulation

         Products which may be developed by the Company will require  regulatory
approvals  prior to sale.  In  particular,  therapeutic  agents  and  diagnostic
products are subject to approval,  prior to commercial marketing,  by the FDA in
the United  States and by  comparable  agencies in most foreign  countries.  The
process of obtaining FDA and corresponding  foreign approvals is costly and time
consuming and there can be no assurance that such approvals will be granted. Any
failure  to obtain or any delay in  obtaining  such  approvals  could  adversely
affect the ability of the Company to successfully market any products developed.
Also, the extent of adverse government  regulation which might arise from future
legislative or  administrative  action cannot be predicted.  The Company has not
yet received FDA approval for  conducting  clinical  trials for Thymosin  beta 4
("T(beta)4")  or any other  products and there can be no assurance  that it will
ever receive such approvals.

Development of a Single Product

         As noted above,  the Company's  current  primary  business focus is the
development  of T(beta)4  for the  treatment of  non-healing  wounds and similar
conditions.  While the  Company has in the past  explored  and may in the future
explore the use of  T(beta)4  and other  compounds  for the  treatment  of other
medical  conditions,  such as cystic fibrosis and septic shock, it presently has
no immediate plans to develop  products for such purposes.  This lack of product
diversification  would have a material  adverse  affect on the  Company if it is
unsuccessful  in  its  efforts  to  commercialize  T(beta)4  as a  wound-healing
treatment.

Dependence on Collaborative Relationships

         Prior to submitting a new drug  application to the FDA, Phase I, II and
III clinical  trials must be conducted.  Because of its limited  resources,  the
Company may need to enter into collaborative  relationships with larger partners
to conduct these trials,  whether involving  T(beta)4 or other  substances.  The
Company also plans to contract with other  companies to  manufacture  and market
its products.  The Company may be unable to enter into such  partnerships  which
could impede its ability to bring products to market.  No assurance can be given
that any  partnerships,  if entered  into,  will be on  favorable  terms or will
result in the successful  development or marketing of the Company's products. If
the Company is  unsuccessful  in  establishing  advantageous  clinical  testing,
manufacturing  and marketing  relationships,  the Company would face  materially
adverse conditions and would likely not generate revenues  sufficient to sustain
profitability.

Sources of Supply of Raw Materials

         The Company depends on outside vendors for the supply of T(beta)4.  The
Company's  ability to obtain  T(beta)4  at an  affordable  cost is  affected  by
various factors outside the Company's control, including the number of available
suppliers  and  general  market  demand for the  material.  The  Company  has an
agreement  with one vendor  pursuant to which the Company has agreed to purchase
an initial  quantity  of T(beta)4  and has an option to  purchase an  additional
quantity at a specified price.

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While the Company  believes  that the amount of T(beta)4  available  to it under
this  agreement is sufficient to cover its present needs at an affordable  cost,
no  assurance  can be given in this  regard.  Furthermore,  once the Company has
purchased  and used all amounts  available  to it under the  agreement,  it will
likely need to obtain additional T(beta)4.  The Company's inability to negotiate
the purchase of its required  amounts of T(beta)4 on acceptable terms would have
a material adverse effect on the Company.

Management has Limited Operating Experience

         The Company's  management has limited  experience in  manufacturing  or
selling  pharmaceutical  products.  While  the  Company's  President  and  Chief
Executive  Officer,  Dr.  Allan  Goldstein,   co-founded  the  Company  and  has
maintained an affiliation with the Company since its formation,  the Company has
never reached the manufacturing or marketing phase of the  commercialization  of
its proposed  products.  The Company and its  management  also have only limited
experience  in  negotiating  and  maintaining  strategic  relationships,  and in
conducting  clinical  trials  and other  later-stage  phases  of the  regulatory
approval  process.  There can be no assurance that the Company will successfully
conduct any of these activities.

Reliance Upon Dr. Goldstein and Other Key Personnel

         The  Company's  success will depend to a large extent on the  abilities
and continued service of Dr. Goldstein.  The loss of Dr. Goldstein could prevent
or significantly  delay the achievement of the Company's goals. The Company does
not have an employment  agreement with Dr. Goldstein and does not maintain a key
man  life  insurance  policy  with  respect  to Dr.  Goldstein.  As the  Company
continues  it  grow,  it  will  need  to add  additional  management  and  other
personnel.  Competition  for qualified  personnel in the  Company's  industry is
intense,  and the  Company's  success as it continues to grow will depend on its
ability  to  attract  and  retain  highly  skilled  personnel.  There  can be no
assurance that the Company's  efforts to obtain or retain such personnel will be
successful.

Ability to Obtain and Protect Intellectual Property Rights

         The  Company's  success  also will  depend in  substantial  part on its
ability to obtain,  defend and  enforce  patents,  maintain  trade  secrets  and
operate without  infringing upon the proprietary  rights of others,  both in the
United  States and  abroad.  Pursuant  to a research  agreement  with The George
Washington  University  ("GWU"),  the  Company  has  rights to two U.S.  patents
relating to the treatment of septic  shock.  Under the research  agreement,  the
Company is  obligated  to pay GWU a royalty of 4% of the net sales,  if any,  of
specified  products  covered by these  patents.  No sales have occurred and as a
result,  no royalty  payments  have been incurred or paid to GWU pursuant to the
research agreement.

         There can be no  assurance  that any patent  applications  filed by the
Company, or by others under which the Company has rights, will result in patents
being issued in the United States or

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foreign countries.  In addition, the Company cannot guarantee that patents which
have been or will be issued will afford meaningful  protection for the Company's
products. Competitors may develop products similar to the Company's which do not
conflict with the Company's patents.  Others may challenge the Company's patents
and, as a result, the Company's patents could be narrowed or invalidated.  There
can be no  assurance  that the  Company  will be able to afford the legal  costs
associated with defending or enforcing any of its patents.

         Pursuant to the MTA-CRADA with the NIH, a patent  application was filed
by the NIH for the use of T(beta)4 in the treatment of non-healing  wounds.  Dr.
Goldstein,  who was named as a co- inventor on the patent application,  assigned
his interest in the application to the Company for nominal  consideration.  As a
result,  the Company now has non-exclusive  rights under the patent  application
filed by the NIH.  The Company is presently  negotiating  with the NIH to secure
the NIH's  rights  under  the  proposed  patent in order to create an  exclusive
proprietary  position  with  respect to T(beta)4 for wound  healing,  should the
patent be issued.  There can be no  assurance  that the Company  will be able to
negotiate an  exclusive  position on terms  acceptable  to it, or at all. If the
Company  is  unable  to  successfully  negotiate  with the NIH for an  exclusive
proprietary  position,  the commercial value of T(beta)4 for wound healing would
be significantly  reduced. Even if the Company is able to negotiate an exclusive
position on  acceptable  terms,  there can be no assurance as to whether or when
the patent will be issued or as to the scope of the patent issued.  If no patent
issues  from the NIH's  application,  the  Company's  ability  to  commercialize
T(beta)4 as a wound-healing treatment would be substantially limited.

Competition

         The biotechnology industry is highly competitive.  The Company competes
with  companies  in the  United  States  and  abroad  that  are  engaged  in the
development of product similar or competitive  with those of the Company.  These
competitors   include:   biotechnology,   pharmaceutical,   chemical  and  other
companies, academic and scientific institutions,  government agencies and public
and private research organizations.  Most of these competitors have much greater
financial and technical resources and production and marketing capabilities than
the Company and have extensive experience in conducting research and development
activities  and  clinical  testing and in  obtaining  the  regulatory  approvals
necessary to market  pharmaceutical  products.  The Company's  competitors might
successfully  develop and market superior or less expensive products that render
the Company's  products less valuable or  unmarketable.  The Company is aware of
research  and  development  activities  for the  development  of  drugs to treat
patients with cystic  fibrosis,  septic shock and non-healing  wounds by private
and public institutions and by major pharmaceutical and biotechnology  companies
located in the United States and a number of foreign countries.

Product Liability Insurance

         The  Company's  ability  to  proceed  with  human  clinical  trials for
T(beta)4 is  dependent  on its ability to obtain  sufficient  product  liability
insurance  or  to  collaborate  with  corporate  partners  which  have  adequate
insurance. In addition, the use of the Company's products, when and if developed

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and sold,  will  expose the  Company to the risk of  product  liability  claims.
Although the Company intends to obtain product liability insurance coverage,  it
cannot guarantee that product liability  insurance will continue to be available
to it on acceptable terms, or at all, or that its coverage will be sufficient to
cover all claims against it. A product  liability claim,  even one without merit
or for which the Company has substantial  coverage,  could result in significant
legal defense costs,  thereby exposing the Company to expenses  significantly in
excess of its revenues.

Product Reimbursement by Third Parties

         In  addition  to  obtaining   regulatory   approval,   the   successful
commercialization of the Company's products will depend on its ability to obtain
reimbursement for the cost of the product and treatment. Government authorities,
private  health  insurers and other  organizations,  such as health  maintenance
organizations,  are  increasingly  challenging  the prices  charged  for medical
products and services.  Also, the trend toward managed health care in the United
States,  the growth of healthcare  organizations  such as HMOs, and  legislative
proposals  to  reform  healthcare  and  government   insurance   programs  could
significantly  influence  the  purchase of  healthcare  services  and  products,
resulting in lower prices and reducing demand for the Company's products, if and
when developed.  The cost  containment  measures that  healthcare  providers are
instituting and any healthcare reform could affect the Company's ability to sell
its products and may have a material adverse effect on its operations. There can
be no assurance  that  reimbursement  in the United States or foreign  countries
will be available  for any of the  Company's  products,  that any  reimbursement
granted  will be  maintained,  or that limits on  reimbursement  available  from
third-party  payors  will not  reduce  the  demand  for,  or the price  of,  the
Company's products. The lack or inadequacy of third-party reimbursements for the
Company's  products would likely have a material adverse affect on the Company's
operations.   The  Company  cannot  forecast  what  additional   legislation  or
regulation  relating to the  healthcare  industry or  third-party  coverage  and
reimbursement  may be enacted in the future,  or what effect the  legislation or
regulation would have on the Company's business.

Obligations Under Prior Laboratory Lease Agreement

         The Company is the lessor  under an  operating  lease for a  production
facility space in Sunnyvale,  California  that will expire in January 2002. This
lease  was  assigned  by the  Company  to a third  party in  March  1995 for the
remaining  term of the  lease  agreement.  While  the third  party  assignee  is
obligated to the Company under the assignment to make the required rent payments
to the  landlord,  the Company  remains  obligated to the landlord to make these
payments if the assignee does not. As of December 31, 1999, there remained to be
paid  through  the  end of the  lease  term an  aggregate  of  $803,562  in rent
payments.  If the Company were required to make any of these remaining payments,
then  depending  on the amount  paid by the  Company,  there could be a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.




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Price and Volume Volatility of the Company's Stock

         The  price of the  Company's  stock  can be  volatile,  which  makes it
difficult for  stockholders  to predict the value of their shares or buy or sell
shares at any given time.  A variety of factors  may affect the market  price of
the Company's common stock including, but not limited to, results of testing and
clinical  trials;  corporate  partnerships;  technological  innovations  by  the
Company or competitors; changes in laws and government regulations; developments
concerning proprietary rights,  including patents and litigation matters; public
perception  relating to the  commercial  value or safety of any of the Company's
products; and general stock market conditions.

         The Company's common stock is currently traded in the  over-the-counter
market in the "pink sheets."  Trading in the Company's common stock is sporadic,
and days or weeks may from time to time pass  without any  reported  trades.  If
limited trading in the Company's common stock continues, it may remain difficult
for stockholders to sell their shares in the public market. This limited trading
also may  adversely  affect  the  Company's  ability to raise  additional  funds
through issuances of its securities.

No Payment of Dividends

         Since its inception in 1982, the Company has not paid cash dividends on
its common stock and does not intend to pay cash  dividends  in the  foreseeable
future due to the Company's limited funds for operations.

Control by Management and Certain Stockholders

         As of October 23, 2000, the Company's executive officers, directors and
5% or  greater  stockholders  together  controlled  approximately  47.7%  of the
outstanding  shares of the Company's  common stock,  the Company's sole class of
outstanding voting securities.  These  stockholders,  acting together,  are in a
position to influence and possibly  control most matters  submitted for approval
by the  Company's  stockholders,  including  the election of  directors  and the
consideration  of mergers or other proposed  transactions in which  stockholders
might  otherwise  receive a premium for their  shares over then  current  market
prices.

Potential Future Dilution to Existing Stockholders

         Currently,  the Company is authorized to issue up to 20,000,000  shares
of its  common  stock,  and as of  October  23,  2000,  there  were  issued  and
outstanding 19,477,429 shares of the Company's common stock. Assuming,  however,
that at the annual  meeting of  stockholders  to be held on December  15,  2000,
stockholders  approve the proposed  amendment to the  Company's  certificate  of
incorporation to increase the number of authorized  shares,  the Company will be
authorized to issue up to 100,000,000  shares of common stock.  These additional
shares may be issued by the  Company in such  transactions  and at such times as
its Board of  Directors  considers  appropriate,  whether  in public or  private
offerings, as stock splits or dividends or in connection with mergers and

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acquisitions  or  otherwise.  Any  such  issuance  that is not  made  solely  to
then-existing  stockholders  proportionate  to  their  interests  (as in a stock
dividend or stock split) will result in dilution to each stockholder by reducing
his or her percentage ownership of the total outstanding shares.



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