<PAGE>   1



                                  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                 JUNE 30, 1999
                               ----------------------------------------------


[ ]          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
incorporation or organization)                               Identification No.)

800 West Ninth, Amarillo, TX                                        79101
--------------------------------------------------------------------------------
(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
                                                                      ---   ---

As of June 30, 1999 there were 6,360,326 shares of the issuer's common stock
outstanding.

                                        1

<PAGE>   2


                           AMARILLO BIOSCIENCES, INC.


                                      INDEX



<TABLE>
<CAPTION>
                                                                                                                  PAGE NO.
                                                                                                                  --------
<S>                                                                                                                  <C>
PART I:              FINANCIAL INFORMATION

ITEM 1.              Financial Statements

                     Consolidated Balance Sheets - December 31, 1998 and June
                     30, 1999....................................................................                    3

                     Consolidated Statements of Operations - Three Months and
                     Six Months Ended June 30, 1998 and 1999 and Cumulative
                     from June 25, 1984 (Inception) through June 30, 1999........................                    4

                     Condensed Consolidated Statements of Cash Flows - Six
                     Months Ended June 30, 1998 and 1999 and Cumulative from
                     June 25, 1984 (Inception) through June 30, 1999.............................                    5

                     Notes to Consolidated Financial Statements..................................                    6

ITEM 2.              Management's Plan of Operations.............................................                    7

PART II:             OTHER INFORMATION

ITEM 2.              Changes in Securities.......................................................                    9

ITEM 4.              Submission of Matters to a Vote of Securities Holders.......................                    9

ITEM 5.              Other Information...........................................................                    9

ITEM 6.              Exhibits and Reports on Form 8-K............................................                   10
Signatures           ............................................................................                   13
</TABLE>

                                        2

<PAGE>   3


                   AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                   December 31,          June 30,
                                                                       1998               1999
                                                                   -------------      -------------

<S>                                                                <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents                                        $   4,776,328      $   1,869,062
  Other current assets                                                    43,415             32,574
                                                                   -------------      -------------
Total current assets                                                   4,819,743          1,901,636

Property and equipment, net                                              116,761            114,424
Patent license, net of accumulated amortization of $81,177 and
  $84,823 at December 31, 1998 and June 30, 1999, respectively            43,823             40,177
Investment in ISI common stock                                             5,735                738
                                                                   -------------      -------------
Total assets                                                       $   4,986,062      $   2,056,975
                                                                   =============      =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                 $      88,920      $      61,650
  Accrued interest                                                       208,356               --
  Other accrued liabilities                                               20,722             19,086
                                                                   -------------      -------------
Total current liabilities                                                317,998             80,736

Notes payable to related party                                         2,600,000               --
                                                                   -------------      -------------
Total liabilities                                                      2,917,998             80,736

Stockholders' equity:
  Common stock, $.01 par value:
     Authorized shares - 10,000,000
     Issued shares - 6,360,326                                            54,142             63,603
  Additional paid-in capital                                          13,392,138         16,220,202
  Deficit accumulated during the development stage                   (11,378,216)       (14,307,566)
                                                                   -------------      -------------
Total stockholders' equity                                             2,068,064          1,976,239
                                                                   -------------      -------------
Total liabilities and stockholders' equity                         $   4,986,062      $   2,056,975
                                                                   =============      =============
</TABLE>

                             See accompanying notes.

                                        3

<PAGE>   4


                   AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                                                            Cumulative
                                                                                                               from
                                                                                                             June 25,
                                                                                                               1984
                                       Three months ended                     Six months ended              (Inception)
                                            June 30,                              June 30,                    through
                                --------------------------------      --------------------------------        June 30,
                                    1998                1999              1998                1999              1999
                                -------------      -------------      -------------      -------------      -------------

<S>                             <C>                <C>                <C>                <C>                <C>
Revenues:
  Contract revenues             $          --      $          --      $          --      $          --      $   9,000,000
  Interferon sales                         --                 --                 --                 --            420,974
  Interest income                      77,664             27,951            167,475             76,638          1,491,275
  Sublicense fees                          --                 --                 --                 --            113,334
  Royalty income                           --                 --                 --                 --             31,544
  Gain on sale of ISI stock                --                 --                 --                 --            113,972
  Other                                    --                 --                 --                 --            604,431
                                -------------      -------------      -------------      -------------      -------------
                                       77,664             27,951            167,475             76,638         11,775,530

Expenses:
  Research and
    development expenses              351,894            450,355            720,411          2,131,399         13,483,843
  Selling, general, and
    administrative expenses           260,312            521,090            558,991            845,419         11,718,139
  Interest expense                     29,250                321             58,500             29,170            846,114
                                -------------      -------------      -------------      -------------      -------------
                                      641,456            971,766          1,337,902          3,005,988         26,048,096
                                -------------      -------------      -------------      -------------      -------------

Loss before income taxes             (563,792)          (943,815)        (1,170,427)        (2,929,350)       (14,272,566)
Income tax expense                         --                 --                 --                 --             35,000
                                -------------      -------------      -------------      -------------      -------------
Net loss                        $    (563,792)     $    (943,815)     $  (1,170,427)     $  (2,929,350)     $ (14,307,566)
                                =============      =============      =============      =============      =============
Basic and diluted loss
per share                       $       (0.10)     $       (0.15)     $       (0.22)     $       (0.50)
                                =============      =============      =============      =============
Weighted average shares
outstanding                         5,414,232          6,349,929          5,414,232          5,884,665
                                =============      =============      =============      =============
</TABLE>

                             See accompanying notes.

                                        4

<PAGE>   5


                   AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                      Six months ended             Cumulative from
                                                          June 30,                  June 25, 1984
                                              --------------------------------   (Inception) through
                                                  1998               1999           June 30, 1999
                                              -------------      -------------      -------------

<S>                                           <C>                <C>                <C>
Net cash used in operating activities         $    (997,211)     $  (2,901,136)     $ (13,071,973)

Net cash used in investing activities               556,356             (6,130)          (535,987)
Net cash provided by financing activities                --                 --         15,477,019
                                              -------------      -------------      -------------
Net increase (decrease) in cash and cash
 equivalents                                       (440,855)        (2,907,266)         1,869,059
Cash and cash equivalents at beginning
 of period                                          879,170          4,776,328                 --
                                              -------------      -------------      -------------
Cash and cash equivalents at end of
 period                                       $     438,315      $   1,869,062      $   1,869,059
                                              =============      =============      =============
Supplemental Disclosure of Cash Flow
  Information
Cash paid for income taxes                    $          --      $          --      $      37,084
                                              =============      =============      =============
Cash paid for interest                        $          --      $          --      $       6,466
                                              =============      =============      =============
</TABLE>

                             See accompanying notes.

                                        5

<PAGE>   6


                   AMARILLO BIOSCIENCES, INC. AND SUBSIDIARIES
                      (COMPANIES IN THE DEVELOPMENT STAGE)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation. The accompanying consolidated financial
         statements, which should be read in conjunction with the consolidated
         financial statements and footnotes included in the Company's Form
         10-KSB, are unaudited (except for the December 31, 1998 consolidated
         balance sheet which was derived from the Company's audited financial
         statements), but have been prepared in accordance with generally
         accepted accounting principles for interim financial information.
         Accordingly, they do not include all of the information and footnotes
         required by generally accepted accounting principles for complete
         financial statements. In the opinion of management, all adjustments
         (consisting only of normal recurring adjustments) considered necessary
         for a fair presentation have been included.

         Operating results for the six months ended June 30, 1999 are not
         necessarily indicative of the results that may be expected for the full
         year ending December 31, 1999.

2.       Loss per share. Loss per share is computed based on the weighted
         average number of common shares outstanding.

3.       Effective April 2, 1999, by agreement between the Company and
         Hayashibara Biochemical Laboratories (HBL), two promissory notes dated
         September 25, 1996 and September 16, 1997, issued by the Company to HBL
         for loans, were converted into common stock of the Company. The amount
         converted included principal of $2.6 million, and accrued interest at
         $237,526. The total number of shares of common stock of the Company
         issued to HBL in consideration for the cancellation of said notes was
         946,094 shares, at $2.9992 per share. The share price was determined by
         the average of the high and low price weighted by volume for the ten
         trading days prior to April 2, 1999. The shares are "restricted stock"
         within the meaning of Rule 144 promulgated under the U.S. Securities
         Act of 1933, and must be held for one year before they can be sold
         under such rule.

         As a consequence of the conversion, HBL's ownership of the Company has
         increased from 22.8%, to 34.3%.

                                        6

<PAGE>   7


ITEM 2.  MANAGEMENT'S PLAN OF OPERATIONS

Amarillo Biosciences, Inc. is a development stage company, which is conducting
research and development activities focused on biologics for the treatment of
human and animal diseases. The Company has not commenced any significant product
commercialization and, until such time as it does, will not generate significant
product revenues. The Company's accumulated deficit has continued to grow, from
$11,378,216 at December 31, 1998 to $14,307,566 at June 30, 1999. Operating
losses are expected to continue for the foreseeable future and until such time
as the Company is able to attain sales levels sufficient to support its
operations.

During the next twelve months the Company will continue its research and
development activities, as well as the activities necessary to develop
commercial partnerships and licenses. The Company's expenditure of financial
resources during this period will fall principally into six broad categories, as
follows: Research and Development; Personnel; Consulting and Professional (other
than legal and accounting); Legal; Public Relations, Investor Relations, and
Shareholder Relations; and Liquidity Needs. The Company's expectations and goals
with respect to these categories are addressed separately below, by category:

RESEARCH AND DEVELOPMENT: Until it achieves commercial product sales, the
Company's business is research and development, and this is the area where the
Company's principal efforts will be expended during the next 12 months. The
Company has budgeted approximately $4.2 million for expenditure during the next
twelve months on research and development, inclusive of amounts to be expended
on the Company's Phase III Sjogren's syndrome clinical trial.

PERSONNEL: In addition to its intellectual property, the Company's principal
assets are its personnel. The Company has been successful in controlling its
personnel costs, both by maintaining its principal location in Amarillo, Texas,
and by ensuring maximum efficiency and utilization of existing personnel. The
Company has budgeted approximately $1 million for personnel expenses during the
next twelve months, including salaries, payroll taxes, worker's compensation
insurance, directors' and officers' general liability insurance, and group life,
health, dental, and liability insurance.

CONSULTING AND PROFESSIONAL (EXCEPT LEGAL AND ACCOUNTING): The Company has
budgeted approximately $150,000 for expenditure on professional consultants in
the next 12 months. Consulting fees are expected to be paid to the Company's
scientific advisory board; to certain directors who perform specific consulting
tasks at the Company's request; and to a number of independent consultants, in
connection with the operation of the Company. The Company will continue to use
the services of consultants to complement the Company's small full-time staff,
where such is a more efficient utilization of the Company's resources.

LEGAL AND ACCOUNTING: Although the Company is not involved in litigation, it has
budgeted legal expenses of approximately $180,000 during the next 12 months.
Almost 40% of the Company's legal expenditures will be for preparation and
filing of patents and for maintenance of existing patents in a number of
countries. Other legal expenses will be related to compliance with laws and
regulations affecting public companies, licensing and contracting, and general
corporate matters. The Company does not presently have an in-house legal staff,
nor does it intend to put such a staff in place during the next 12 months. The
Company will maintain Ernst & Young as its auditors.

                                        7

<PAGE>   8


PUBLIC RELATIONS, INVESTOR RELATIONS AND SHAREHOLDER RELATIONS: The Company
recognizes that its ability to raise capital will depend, to some extent, upon
its relations with both potential future investors and its existing
shareholders. In turn, such relationships are built upon the foundation of
adequate, timely, and comprehensible communications. Accordingly, the Company
has budgeted approximately $125,000 for expenditure on these items during the
next 12 months. The expenditures will include payments to the Company's public
relations consultants, as well as the Company's expenses in attending a number
of meetings with analysts and institutional investors. The Company has also
budgeted sufficient amounts to maintain its comprehensive web site
(www.amarbio.com).

LIQUIDITY NEEDS: The principal budget items discussed above, along with other
miscellaneous costs and expenses, will cause the Company to expend approximately
$6.1 million during the next twelve months including the substantial expense of
the Company's Phase III Sjogren's syndrome trial. At June 30, 1999, the Company
had available cash of $1,869,062 and a $3 million loan commitment from
Hayashibara Biochemical Laboratories, payable in $1 million increments on or
before August 31, 1999; November 30, 1999; and February 29, 2000. The Company is
currently seeking additional funding through strategic collaborations and public
or private equity financing in an amount sufficient to support its operations
through June 30, 2000, and in connection therewith, is in negotiations with
several parties to obtain such financing. Should a commitment for additional
funds not be obtained during the third quarter of 1999, the Company will take
steps to curtail clinical trial expenditures and to reduce staff and
administrative expenses. Management believes that based on the Company's ability
to curtail clinical trial expense and to reduce staff and administration
expenses, available funds are sufficient to meet its anticipated cash
requirements for at least the next twelve months.

                                        8

<PAGE>   9


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES.

The following information is provided with respect to unregistered securities
issued by the Company, pursuant to conversion by Hayashibara Biochemical
Laboratories ("HBL") of $2,837,526 of debt (including principal and accrued
interest) held by it:

(a)      The conversion occurred effective April 2, 1999 and the securities of
         the Company issued to satisfy the conversion were 946,094 shares of the
         Company's common stock, $.01 par value.

(b)      No underwriters were employed. The securities were not offered
         publicly, and were issued in their entirety to Hayashibara Biochemical
         Laboratories, Inc., the principal shareholder of the Company.

(c)      The total consideration was conversion of debt held by HBL, aggregating
         $2,600,000 in principal, and $237,526 in accrued interest. There were
         no underwriting discounts or commissions.

(d)      The issuance was exempt from registration pursuant to Section 4(2) of
         the Securities Act of 1933, HBL being a sophisticated investor and
         major shareholder of the Company with a long association with the
         Company, and represented on the Company's Board of Directors.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

At the annual meeting of the stockholders of the Company, held on May 11, 1999,
and adjourned to and continued on June 11, 1999, several matters were submitted
to a vote of security holders. All management nominees for directors were
elected to serve for the ensuing year. Each nominee received 4,149,995
affirmative votes, and there were withheld from voting for each nominee 11,700
shares ("broker non-votes"). The Company's Employee Stock Option Plan was
amended, as recommended by Management, upon an affirmative vote of 2,982,298
shares, with 16,800 shares voting against, and 15,450 shares abstaining. The
Company's Outside Director and Advisor Stock Option Plan was amended, as
recommended by Management, upon an affirmative vote of 2,986,148 shares, with
13,200 shares voting against, and 15,200 shares abstaining. The Company's
Articles of Incorporation were amended, as recommended by Management, upon an
affirmative vote of 3,616,162 shares, with 24,300 shares voting against, and
10,600 shares abstaining.

ITEM 5.  OTHER INFORMATION.

Effective July 22, 1999, the Company secured a $3 million loan from Hayashibara
Biochemical Laboratories, its principal shareholder. The loan will provide $1
million per quarter starting in August, 1999, and will be repayable upon the
earlier of July 22, 2004, or 1 year after FDA approval is obtained for the use
of low dose oral interferon alpha for any indication. These funds will be used
for the Company's ongoing clinical trial programs. Hayashibara Biochemical
Laboratories owns 34.3% of Amarillo Biosciences, Inc.

                                        9

<PAGE>   10


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT INDEX


     NUMBER         DESCRIPTION
     ------         -----------

       3.1          Restated Articles of Incorporation of the Company, dated
                    June 22, 1999.

       3.3*         Bylaws of the Company.

       4.1*         Specimen Common Stock Certificate.

       4.2*         Form of Underwriter's Warrant.

      10.1*         Agreement dated as of April 1, 1984 between University
                    Patents, Inc. and the Company.

      10.2*         License Agreement dated as of March 22, 1988 between the
                    Company and The Texas A&M University System.

      10.3*         License Agreement dated October 20, 1989 between the Company
                    and ISI.

      10.4*         Manufacturing and Supply Agreement dated October 20, 1989
                    between the Company and ISI.

      10.5*         Joint Development and Manufacturing/Supply Agreement dated
                    March 13, 1992 between the Company and HBL, as amended.

      10.6*         Amended and Restated Agreement dated as of November 24, 1992
                    between Mitsubishi and the Company.

      10.7*         Japan Animal Health License Agreement dated January 20, 1993
                    between the Company and HBL.

      10.9*         Employment Agreement dated as of March 4, 1994 between the
                    Company and Dr. Joseph M. Cummins, as amended.

      10.11*        Manufacturing/Supply Agreement dated June 1, 1994 between
                    the Company and HBL.

      10.12*        Settlement Agreement dated April 27, 1995 among the Company,
                    ISI, Pharma Pacific Management Pty. Ltd. ("PPM"), Pharma
                    Pacific Pty. Ltd., Pharma Pacific Ltd., and Fernz
                    Corporation Limited.

      10.13*        Amendment of ACC/ISI License Agreement dated April 27, 1995
                    between the Company and ISI.

      10.14*        PPM/ACC Sub-license Agreement dated April 27, 1995 between
                    PPM and the Company.

      10.15*        License and Supply Agreement dated July 10, 1995 between
                    Veldona Africa, Inc. ("VAF") and Innovative Therapeutics,
                    Ltd. ("ITL").

      10.16*        Pricing Amendment, dated December 5, 1995 between VAF and
                    ITL.

      10.18*        Form of Consulting Agreement between the Company and the
                    Underwriter.

      10.19*        Research Agreement dated March 25, 1996 between the Company
                    and Ajinomoto Co., Inc.

      10.20         1996 Employee Stock Option Plan, Amended and Restated as of
                    May 11, 1999.

      10.21         Outside Director and Advisor Stock Option Plan, Amended and
                    Restated as of May 11, 1999.

      10.22*        Form of Indemnification Agreement between the Company and
                    officers and directors of the Company.

                                       10

<PAGE>   11


     NUMBER         DESCRIPTION
     ------         -----------

      10.23*        Indemnification Agreement between HBL and the Company.

      10.24*        Stock Purchase Agreement dated as of September 21, 1987
                    between Mesa Operating Limited Partnership and the Company.

      10.26**       License Agreement dated July 22, 1997, between Hoffmann-La
                    Roche Inc., and the Company.

      10.27**       Distribution Agreement dated January 12, 1998, between
                    Global Damon Pharmaceutical and the Company.

      10.28**       Distribution Agreement dated September 17, 1997, between HBL
                    and the Company (TNF-A).

      10.29**       Distribution Agreement dated September 17, 1997, between HBL
                    and the Company (IFN-G).

      10.30***      Amendment No. 1 dated September 28, 1998 to License
                    Agreement of March 22, 1988, between The Texas A&M
                    University System and the Company.

      10.31***      Employment Agreement dated as of November 29, 1998 between
                    the Company and Kathleen L. Kelleher.

      10.32***      Employment Agreement dated as of September 14, 1998 between
                    the Company and Dr. Philip C. Fox.

      10.33***      Employment Agreement dated as of September 14, 1998 between
                    the Company and John Smith.

      10.34***      Engagement Agreement dated as of October 15, 1998 between
                    Trust Company of the South and the Company.

      21.           Subsidiaries of the Company. The following sets forth the
                    name and jurisdiction of incorporation of each subsidiary of
                    the Company. All of such subsidiaries are wholly-owned by
                    the Company.

<TABLE>
<CAPTION>
NAME                               JURISDICTION OF INCORPORATION
-----------------------------      -----------------------------

<S>                                          <C>
VANGUARD BIOSCIENCES, INC.                   TEXAS
VELDONA USA, INC.                            TEXAS
VELDONA AFRICA, INC.                         TEXAS
VELDONA POLAND, INC.                         TEXAS
ABI TAIWAN, INC.                             TEXAS
AMARILLO CELL OF CANADA, INC.                TEXAS
</TABLE>

*The Exhibit is incorporated by reference to the exhibit of the same number to
the Company's Registration Statement on Form SB-2 filed with and declared
effective by the Commission (File No. 333-4413) on August 8, 1996.

**The Exhibit is incorporated by reference to the Company's 1997 Annual Report
on Form 10-KSB filed with the Commission on or before March 31, 1998.

***The Exhibit is incorporated by reference to the Company's 1998 Annual Report
on Form 10-KSB filed with the Commission on or before March 31, 1999.

                                       11

<PAGE>   12


         EXHIBIT 27. Financial Data Schedule

         REPORTS ON FORM 8-K

         The Company filed a report on Form 8-K on April 2, 1999. The item
         reported was the conversion by Hayashibara Biochemical Laboratories,
         Inc. ("HBL") of debt held by it in the amount of $2,837,526, to 946,094
         shares of the Company's common stock. Further information on this
         conversion is detailed at Note 3 to the Consolidated Financial
         Statements contained in Part I of this report.

                                       12

<PAGE>   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: Aug. 11, 1999                    By: /s/ JOSEPH M. CUMMINS
      -------------                        ------------------------------------
                                           Joseph M. Cummins
                                           President, Chief Executive Officer
                                           and Chief Financial Officer

                                       13

<PAGE>   14


                               INDEX TO EXHIBITS



<TABLE>
<CAPTION>
     NUMBER         DESCRIPTION
     ------         -----------

<S>                 <C>
      3.1           Restated Articles of Incorporation of the Company, dated
                    June 22, 1999.

      3.3*          Bylaws of the Company.

      4.1*          Specimen Common Stock Certificate.

      4.2*          Form of Underwriter's Warrant.

      10.1*         Agreement dated as of April 1, 1984 between University
                    Patents, Inc. and the Company.

      10.2*         License Agreement dated as of March 22, 1988 between the
                    Company and The Texas A&M University System.

      10.3*         License Agreement dated October 20, 1989 between the Company
                    and ISI.

      10.4*         Manufacturing and Supply Agreement dated October 20, 1989
                    between the Company and ISI.

      10.5*         Joint Development and Manufacturing/Supply Agreement dated
                    March 13, 1992 between the Company and HBL, as amended.

      10.6*         Amended and Restated Agreement dated as of November 24, 1992
                    between Mitsubishi and the Company.

      10.7*         Japan Animal Health License Agreement dated January 20, 1993
                    between the Company and HBL.

      10.9*         Employment Agreement dated as of March 4, 1994 between the
                    Company and Dr. Joseph M. Cummins, as amended.

      10.11*        Manufacturing/Supply Agreement dated June 1, 1994 between
                    the Company and HBL.

      10.12*        Settlement Agreement dated April 27, 1995 among the Company,
                    ISI, Pharma Pacific Management Pty. Ltd. ("PPM"), Pharma
                    Pacific Pty. Ltd., Pharma Pacific Ltd., and Fernz
                    Corporation Limited.

      10.13*        Amendment of ACC/ISI License Agreement dated April 27, 1995
                    between the Company and ISI.

      10.14*        PPM/ACC Sub-license Agreement dated April 27, 1995 between
                    PPM and the Company.

      10.15*        License and Supply Agreement dated July 10, 1995 between
                    Veldona Africa, Inc. ("VAF") and Innovative Therapeutics,
                    Ltd. ("ITL").

      10.16*        Pricing Amendment, dated December 5, 1995 between VAF and
                    ITL.

      10.18*        Form of Consulting Agreement between the Company and the
                    Underwriter.

      10.19*        Research Agreement dated March 25, 1996 between the Company
                    and Ajinomoto Co., Inc.

      10.20         1996 Employee Stock Option Plan, Amended and Restated as of
                    May 11, 1999.

      10.21         Outside Director and Advisor Stock Option Plan, Amended and
                    Restated as of May 11, 1999.

      10.22*        Form of Indemnification Agreement between the Company and
                    officers and directors of the Company.
</TABLE>



<PAGE>   15


<TABLE>
<CAPTION>
     NUMBER         DESCRIPTION
     ------         -----------

<S>                 <C>
      10.23*        Indemnification Agreement between HBL and the Company.

      10.24*        Stock Purchase Agreement dated as of September 21, 1987
                    between Mesa Operating Limited Partnership and the Company.

      10.26**       License Agreement dated July 22, 1997, between Hoffmann-La
                    Roche Inc., and the Company.

      10.27**       Distribution Agreement dated January 12, 1998, between
                    Global Damon Pharmaceutical and the Company.

      10.28**       Distribution Agreement dated September 17, 1997, between HBL
                    and the Company (TNF-A).

      10.29**       Distribution Agreement dated September 17, 1997, between HBL
                    and the Company (IFN-G).

      10.30***      Amendment No. 1 dated September 28, 1998 to License
                    Agreement of March 22, 1988, between The Texas A&M
                    University System and the Company.

      10.31***      Employment Agreement dated as of November 29, 1998 between
                    the Company and Kathleen L. Kelleher.

      10.32***      Employment Agreement dated as of September 14, 1998 between
                    the Company and Dr. Philip C. Fox.

      10.33***      Employment Agreement dated as of September 14, 1998 between
                    the Company and John Smith.

      10.34***      Engagement Agreement dated as of October 15, 1998 between
                    Trust Company of the South and the Company.

      21.           Subsidiaries of the Company. The following sets forth the
                    name and jurisdiction of incorporation of each subsidiary of
                    the Company. All of such subsidiaries are wholly-owned by
                    the Company.

      27.           Financial Data Schedule


</TABLE>

<TABLE>
<CAPTION>
NAME                               JURISDICTION OF INCORPORATION
-----------------------------      -----------------------------

<S>                                          <C>
VANGUARD BIOSCIENCES, INC.                   TEXAS
VELDONA USA, INC.                            TEXAS
VELDONA AFRICA, INC.                         TEXAS
VELDONA POLAND, INC.                         TEXAS
ABI TAIWAN, INC.                             TEXAS
AMARILLO CELL OF CANADA, INC.                TEXAS
</TABLE>

*The Exhibit is incorporated by reference to the exhibit of the same number to
the Company's Registration Statement on Form SB-2 filed with and declared
effective by the Commission (File No. 333-4413) on August 8, 1996.

**The Exhibit is incorporated by reference to the Company's 1997 Annual Report
on Form 10-KSB filed with the Commission on or before March 31, 1998.

***The Exhibit is incorporated by reference to the Company's 1998 Annual Report
on Form 10-KSB filed with the Commission on or before March 31, 1999.