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 September 30, 2005

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

                         Commission File Number 0-20791

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

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

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

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


      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X. No__.

As of September 30, 2005 there were 16,879,755 shares of the issuer's common
stock outstanding.


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<PAGE>

                           AMARILLO BIOSCIENCES, INC.

                                      INDEX

                                                                          PAGE
                                                                          ----

PART I:  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

         Consolidated Balance Sheet - September 30, 2005..................  3

         Consolidated Statements of Operations - Nine Months and
         Three Months Ended September 30, 2005 and September 30, 2004.....  4

         Condensed Consolidated Statements of Cash Flows - Nine
         Months Ended September 30, 2005 and 2004.........................  5

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

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................  7

ITEM 3.  Controls and Procedures.......................................... 10

PART II: OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K................................. 11

Signatures................................................................ 11


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<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                   Amarillo Biosciences, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                               September 30, 2005
Assets
Current assets:
 Cash                                                    $     15,345
 Other current assets                                           1,078
                                                         ------------
Total current assets                                           16,423
Equipment, net                                                    741
Patents, net of accumulated amortization of $188,694          122,003
                                                         ------------
Total assets                                             $    139,167
                                                         ============

Liabilities and Stockholders' Deficit

Current liabilities:
 Line of Credit                                          $      8,154
 Accounts payable                                              88,723
 Deferred revenue                                               3,507
 Accrued interest expense                                     487,810
 Accrued payroll                                              128,478
 Current maturities of notes payable                        1,048,500
                                                         ------------
Total current liabilities                                   1,765,172
 Notes payable, including notes payable to stockholder      1,065,000
                                                         ------------
Total liabilities                                           2,830,172
                                                         ------------
Commitments and contingencies
Stockholders' deficit
 Preferred stock, $.01 par value:
   Authorized shares - 10,000,000
   Issued shares - none                                            --
 Common stock, $.01 par value:
   Authorized shares - 50,000,000
   Issued shares - 16,879,755                                 168,798
 Additional paid-in capital                                20,069,041
 Accumulated deficit                                      (22,928,844)
                                                         ------------
Total stockholders' deficit                                (2,691,005)
                                                         ------------
Total liabilities and stockholder's deficit              $    139,167
                                                         ============


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<PAGE>

                   Amarillo Biosciences, Inc. and Subsidiaries
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                     Three months ended               Nine months ended
                                                        September 30,                    September 30,
                                                 ----------------------------    ----------------------------
                                                     2005            2004            2005            2004
                                                 ------------    ------------    ------------    ------------
<S>                                              <C>             <C>             <C>             <C>
Revenues:
   Dietary supplement sales                      $      1,428    $     11,053    $     42,202    $     34,879
   Interferon sales                                        --              --              --           6,490
   Royalty earned                                      25,352              --          67,486              --
   Federal research grants                             27,228              --          40,841              --
   Gain on sale of building and equipment                  --              --              --           2,663
   Other                                                   --              --              --              36
                                                 ------------    ------------    ------------    ------------
     Total Revenue                                     54,008          11,053         150,529          44,068
                                                 ------------    ------------    ------------    ------------
Expenses:
   Cost of sales                                        9,641             368          17,456          14,915
   Research and development expenses                   38,924          43,090         122,688         128,382
   Selling, general and administrative expense        127,270          51,507         358,100         278,365
   Interest expense                                    25,351          24,613          73,922          72,831
                                                 ------------    ------------    ------------    ------------
     Total Expenses                                   201,186         119,578         572,166         494,493
                                                 ------------    ------------    ------------    ------------
Net loss                                         $   (147,178)   $   (108,525)   $   (421,637)   $   (450,425)
                                                 ============    ============    ============    ============
Basic and diluted net loss per share             $     (0.009)   $     (0.008)   $     (0.026)   $     (0.037)
                                                 ============    ============    ============    ============
Weighted average shares outstanding                16,684,292      12,871,713      15,952,171      12,054,425
                                                 ============    ============    ============    ============
</TABLE>

See accompanying notes to financial statements.


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<PAGE>

                   Amarillo Biosciences, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                             Nine months ended
                                                               September 30,
                                                             2005         2004
                                                          ---------    ---------
<S>                                                       <C>          <C>
Net cash used in operating activities                     $(274,598)   $(164,039)
                                                          ---------    ---------
Net cash used in investing activities                            --           --
                                                          ---------    ---------
Cash from financing activities:
 Proceeds from issuance of common stock                     266,500      155,930
 Proceeds from exercised options                             12,500           --
 Line of credit, net                                          4,660           --
                                                          ---------    ---------
    Net cash provided by (used in) financing activities     283,660      155,930
                                                          ---------    ---------
Net increase (decrease) in cash                               9,062       (8,109)
Cash at beginning of period                                   6,283       11,300
                                                          ---------    ---------
Cash at end of period                                     $  15,345    $   3,191
                                                          =========    =========
Supplemental Disclosure of Cash Flow Information                 --
 Cash paid for interest                                   $  33,234    $      --
                                                          =========    =========
Non Cash Disclosure

 Stock issued for debt                                    $      --    $  36,000
                                                          ---------    ---------
</TABLE>

See accompanying notes to financial statements.


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<PAGE>

                   Amarillo Biosciences, Inc. and Subsidiaries

                   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 for the
      year ended December 31, 2004 filed with the Securities and Exchange
      Commission, are unaudited, but have been prepared in accordance with
      accounting principles generally accepted in the United States for interim
      financial information. Accordingly, they do not include all of the
      information and footnotes required by accounting principles generally
      accepted in the United States for complete financial statements. In the
      opinion of management, all adjustments (consisting only of normal
      recurring adjustments) considered necessary for a fair presentation have
      been included.

      Operating results for the nine months ended September 30, 2005 are not
      necessarily indicative of the results that may be expected for the full
      year ending December 31, 2005.

2.    Stock based compensation. The Company accounts for its employee
      stock-based compensation plans under Accounting Principles Board ("APB")
      Opinion No. 25, Accounting for Stock Issued to Employees. There were
      520,000 options granted to purchase common stock in the three months ended
      March 31, 2005, with an exercise price of $0.40 per share with a 5 year
      term. No options were granted in the three month period ending June 30,
      2005. During the three month period ending September 30, 2005 there were
      3,400,000 options granted to purchase common stock, with an exercise price
      of $0.30 per share with a 5 year term. These options vest immediately.

3.    The following table illustrates the effect on net loss and net loss per
      share if Amarillo had applied the fair value provisions of FASB Statement
      No. 123, Accounting for Stock-Based Compensation, to stock-based employee
      compensation.

                                                Nine Months Ended
                                                  September 30,
                                               2005           2004
                                           -----------    -----------
Net loss, as reported                      $  (431,539)   $  (450,425)
Less:stock based compensation determined
 under fair value based method             $  (830,234)   $        --
                                           -----------    -----------
Pro forma net loss                         $(1,261,773)   $  (450,425)
                                           ===========    ===========
Basic and diluted net loss per share
 As reported                               $     (0.03)   $     (0.04)
 Pro forma                                 $     (0.08)   $     (0.04)


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<PAGE>

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions: dividend yield 0.0%, expected volatility of 134.0%, risk-free
interest rate of 1.5% and expected life of 60 months.

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

5.    Financial Condition. The Company's viability is dependent upon successful
      commercialization of products resulting from its research and product
      development activities. The Company plans on working with commercial
      development partners in the United States and in other parts of the world
      to provide the necessary sales, marketing and distribution infrastructure
      to successfully commercialize the interferon alpha product for both human
      and animal applications. The Company's products will require significant
      additional development, laboratory and clinical testing and investment
      prior to the Company obtaining regulatory approval to commercially market
      its product(s). Accordingly, for at least the next few years, the Company
      will continue to incur research and development and general and
      administrative expenses and may not generate sufficient revenues from
      product sales to support its operations.

6.    Line of Credit. The Company has a line of credit with Wells Fargo for
      $10,000, with interest at the prime rate plus 6.75 percent. The
      outstanding balance was $8,154 and $4,774 at September 30, 2005 and 2004,
      respectively.

7.    Equity. During the nine months ended September 30, 2005, the Board of
      Directors authorized the issuance of 21,959 shares of restricted common
      stock to consultants in lieu of cash payments. Based upon the common stock
      trading price at the time of issuance, a non-cash consulting expense of
      $8,340 was recorded for the issuance of these shares.

      In the first nine months of 2005, the Company completed private equity
      financing by selling 2,022,500 restricted shares of common stock at a
      discount to 24 investors. The net proceeds to the Company were
      approximately $266,500.

      During the quarter ending March 31, 2005 Amarillo issued 250,000 shares of
      stock to a consultant. The consultant paid $2,500 for these shares. The
      difference between the fair market value of the stock of $80,000 and the
      cash proceeds of $2,500 was recorded as compensation expense. During the
      quarter ending September 30, 2005 Amarillo issued 200,000 shares of stock
      to two consultants. The consultants paid $5,000 each for these shares. The
      difference between the fair market value of the stock of $70,000 and the
      cash proceeds of $10,000 was recorded as compensation expense.

      In May 2005 the shareholders voted to change the number of authorized
      shares of common stock from 20,000,000 to 50,000,000.


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<PAGE>

8.    Recent Accounting Pronouncements. In December 2004, the FASB issued
      Statement No. 123(R) (revised 2004) ("FAS 123(R)"). In addition, in March
      2005 the Securities and Exchange Commission ("SEC") issued Staff
      Accounting Bulletin Topic 14, "Share-Based Payment" (SAB 107) which
      provides interpretations regarding the interaction between FAS 123(R) and
      certain SEC rules and regulations and provided the staff's views regarding
      the valuation of share-based payment arrangements for public companies.
      FAS 123(R) focuses primarily on accounting for transactions in which an
      entity obtains employee services in share-based payment transactions,
      including stock option awards. FAS 123(R) revises FASB Statement No. 123,
      Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25.
      FAS 123(R) will require us to measure the cost of employee services
      received in exchange for stock option awards based on the grant-date fair
      value of such awards. That cost will be recognized over the period during
      which an employee is required to provide service in exchange for the
      award, which is usually the vesting period. We will report such costs as
      part of our general and administrative expenses. On April 14, 2005, the
      Securities and Exchange Commission announced amended compliance dates for
      SFAS 123(R). The SEC previously required companies to adopt this standard
      no later than July 1, 2005, but the new rules now require us to adopt FAS
      123(R) as of the beginning of the first annual reporting period that
      begins after December 15, 2005, which will be our fiscal year ending
      December 31, 2006. We will recognize the cumulative effect of initially
      applying this statement as of the effective date. Currently, the
      cumulative effect of initially applying FAS 123(R) has not been determined
      and is subject to change depending on future events.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The following discussion should be read in conjunction with our financial
statements and the notes thereto which appear elsewhere in this report. The
results shown herein are not necessarily indicative of the results to be
expected in any future periods. This discussion contains forward-looking
statements based on current expectations, which involve uncertainties. Actual
results and the timing of events could differ materially from the
forward-looking statements as a result of a number of factors. Readers should
also carefully review factors set forth in other reports or documents that we
file from time to time with the Securities and Exchange Commission.

In the first nine months of the fiscal year, the Company completed private
equity financing by selling restricted stock at a discount to 24 investors. The
net proceeds to the Company were approximately $266,500.

During the first nine months of 2005, the Company worked in five areas to
improve its business. These are the areas 1) agroterrorism, 2) publishing, 3)
partner discussions, 4) sales, and 5) relocation.

Agroterrorism. Dr. Joseph Cummins continues to meet with scientists, livestock
producers and elected officials to argue for alternatives to the government's
plans to slaughter livestock if diseases are introduced by terrorists. Dr.
Cummins expressed his concerns that the livestock in the Texas Panhandle are
completely vulnerable to an attack with foot-and-mouth disease virus and
proposed an alternative control plan that was published in January 2005 (see
next paragraph).


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<PAGE>

Publishing. A manuscript entitled Orally Administered Interferon Alpha has
Systemic effects was published in the January issue of the American Journal of
Veterinary Research. This information, the Company believes, will help it gain
recognition for its inexpensive, non-toxic technology. A second publication was
posted on the Internet by the International Society for Interferon and Cytokine
Research, Jan 2005, Vol 12, No 1, pages 9-15. Entitled Foot-and-Mouth Disease: A
Third Control Alternative, this document is expected to increase awareness about
our plan to combat Foot-and-Mouth Disease. A review entitled, Oromucosal
Administration of Interferon to Humans was prepared and is ready for submission.

Nutraceutical Product. Natrol has discontinued the sale of anhydrous crystalline
maltose (ACM) under their brand name Dry Mouth Relief (DMR). The Company sells
ACM as Maxisal(R) to individuals and to pharmacies in the USA and to licensed
distributors overseas.

Partner/License Discussions. The Company is presently negotiating with human
health and animal health commercial development partners in various regions of
the world including the United States and South East Asia. The Company completed
one of these agreements in October 2005 with Global Kinetics of Washington
State. These agreements could generally include provisions for the commercial
partner to pay the Company a technology access fee, could include payments for a
portion of the clinical trial expenses, could include payment obligations to the
Company upon the accomplishment of certain defined tasks and/or could provide
for payments relating to the future sales of commercial product. These
agreements could be an important source of funds for the Company. However, there
can be no assurance that the Company will be successful in obtaining additional
funding from either human health and animal health commercial development
partners or private investors. If the Company is not successful in raising
additional funds, it will need to significantly curtail clinical trial
expenditures and to further reduce staff and administrative expenses and may be
forced to cease operations.

The Company has launched a myeloproliferative diseases study at a major cancer
center in Texas. The myeloproliferative diseases to be studied are polycythemia
vera and essential thrombocythemia. An investigational new drug (IND)
application was filed with the US Food and Drug Administration (FDA) in the
second quarter of 2005 and the first patient was enrolled in October 2005.

Documents were submitted to the Turkish government seeking permission to conduct
a study there on 90 patients with Behcet's disease. Nobel ILAC and the Company
have agreed to collaborate on a 12-week study of treatment with interferon
lozenges in order to evaluate prevention of recurrence of oral ulceration. The
IND application was submitted to the FDA and approved by the Turkish Ministry of
Health on October 18, 2005. The plan is to enroll the first patients to receive
oral interferon in January of 2006.

Relocation. The Company has continued to explore relocation incentives.
Negotiations have continued and a decision is expected in 2005.


                                       9
<PAGE>

Results of Operations:

Revenues. During the nine-month period ended September 30, 2005 $42,202 from
product sales was generated compared to revenues from product sales for the
nine-month period ended September 30, 2004, of $34,879, an increase of $7,323 or
approximately 21%. There have been no sales of oral interferon products in the
USA in 2005. The increase in revenue can be contributed to international sales
and royalty payments of $67,486 credited for animal health sales of oral
interferon products in Japan.

Selling, General and Administrative Expenses. Selling, General and
Administrative expenses of $358,100 were incurred for the nine-month period
ended September 30, 2005, compared to 278,365 for the nine-month period ended
September 30, 2004.

Non-Cash Consulting Activities. During the nine-month period ended September 30,
2005, the Board of Directors authorized the issuance of shares of restricted
common stock to three consultants in lieu of cash payments. Based upon the
common stock trading price at the times of issuance, and FASB rules, a non-cash
consulting expense of $145,841 was recorded for the issuance of these shares
during the nine-month period ended September 30, 2005.

Net Income (Loss). As a result of the above, in the nine-month period ended
September 30, 2005, the Company's Net Loss was ($421,636) compared to a Net Loss
for the nine-month period ended September 30, 2004 of ($450,425). This decreased
loss is primarily due to higher revenues in 2005.

Liquidity Needs:

At September 30, 2005, the Company had available cash of approximately $15,345,
and had a working capital deficit of approximately ($1,748,750). Assuming there
is no decrease in current accounts payable, and accounting for various one-time
expenses, the Company's negative cash flow is approximately $39,000 per month.
The Company's continued losses and lack of liquidity indicate that the Company
may not be able to continue as a going concern for a reasonable period of time.
The Company's ability to continue as a going concern is dependent upon several
factors including, but not limited to, the Company's ability to generate
sufficient cash flows to meet its obligations on a timely basis, obtain
additional financing and continue to obtain supplies and services from its
vendors. The Company will need to raise additional funds in order to fully
execute its 2005 Plan.

Forward-Looking Statements: Certain statements made in this Plan of Operations
and elsewhere in this report are "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 (the "Act").
Forward-looking statements include, without limitation, any statement that may
predict, forecast, indicate or imply future results, performance, achievements,
costs or expenses and may contain words such as "believe," "anticipate,"
"expect," "estimate," "project," "budget," or words or phrases of similar
meaning. Forward-looking statements involve risks and uncertainties which may
cause actual results to differ materially from those projected in the
forward-looking statements. Such risks and uncertainties are detailed from time
to time in reports filed by the Company with the Securities and Exchange
Commission, including Forms 8-K, 10-QSB and 10-KSB and include among others the
following: promulgation and implementation of regulations by the U.S. Food and
Drug Administration ("FDA"); promulgation and implementation of regulations by
foreign governmental instrumentalities with functions similar to those of the
FDA; costs of research and development and clinical trials, including without
limitation, costs of clinical supplies, packaging and inserts, patient
recruitment, trial monitoring, trial evaluation and publication; and possible
difficulties in enrolling a sufficient number of qualified patients for certain
clinical trials. The Company is also dependent upon a broad range of general
economic and financial risks, such as possible increases in the costs of
employing and/or retaining qualified personnel and consultants and possible
inflation which might affect the Company's ability to remain within its budget
forecasts. The principal uncertainties to which the Company is presently subject
are its inability to ensure that the results of trials performed by the Company
will be sufficiently favorable to ensure eventual regulatory approval for
commercial sales, its inability to accurately budget at this time the possible
costs associated with hiring and retaining of additional personnel,
uncertainties regarding the terms and timing of one or more commercial partner
agreements and its ability to continue as a going concern.


                                       10
<PAGE>

The risks cited here are not exhaustive. Other sections of this report may
include additional factors which could adversely impact the Company's business
and future prospects. Moreover, the Company is engaged in a very competitive and
rapidly changing industry. New risk factors emerge from time to time and it is
not possible for management to predict all such risk factors, nor can it assess
the impact of all such risk factors on the Company's business, or the extent to
which any factor or combination of factors may cause actual results to differ
materially from those projected in any forward-looking statements. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future events.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report, being September 30, 2005. This evaluation was carried out
under the supervision and with the participation of our company's management,
including our company's president and chief executive officer. Based upon that
evaluation, our company's president and chief executive officer concluded that
our company's disclosure controls and procedures are effective as at the end of
the period covered by this report. There have been no significant changes in our
company's internal controls or in other factors, which could significantly
affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our company's reports filed under the
Exchange Act is accumulated and communicated to management, including our
company's president and chief executive officer as appropriate, to allow timely
decisions regarding required disclosure.


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<PAGE>

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

      No reports on Form 8-K were filed during the quarter ended September 30,
      2005.

                                   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:  November 14, 2005                  By: /s/ Joseph M. Cummins
                                             ----------------------------------
                                             Joseph M. Cummins
                                             President, Chief Executive Officer
                                             and Chief Financial Officer


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