UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
________________________________
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-19041
AMERICAN
BIOGENETIC SCIENCES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
| Delaware | 11-2655906 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 79 East Putnam Ave, Greenwich, CT | 06830 |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (212) 400-7198
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨
On November 14, 2014, the Registrant had 1,088,740 shares of common stock outstanding.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act) .
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-Accelerated filer ¨ | Smaller reporting company x |
TABLE OF CONTENTS
| Item | Description | Page | |||
|---|---|---|---|---|---|
PART I - FINANCIAL INFORMATION | |||||
| ITEM 1. | FINANCIAL STATEMENTS. | 3 | |||
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. | 8 | |||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 9 | |||
| ITEM 4. | CONTROLS AND PROCEDURES. | 10 | |||
PART II - OTHER INFORMATION | |||||
| ITEM 1. | LEGAL PROCEEDINGS. | 10 | |||
| ITEM 1A. | RISK FACTORS. | 10 | |||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 10 | |||
| ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 10 | |||
| ITEM 4. | MINE SAFETY DISCLOSURE. | 10 | |||
| ITEM 5. | OTHER INFORMATION. | 10 | |||
| ITEM 6. | EXHIBITS. | 10 | |||
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents
| Balance Sheets - September 30, 2014 (Unaudited) and December 31, 2013 | 3 |
| Statements of Operations - Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited) | 4 |
| Statements of Cash Flows - Nine Months Ended September 30, 2014 and 2013 (Unaudited) | 5 |
| Notes to Unaudited Interim Financial Statements | 6 |
| American Biogenetic Sciences, Inc. | ||||
| Balance Sheets | ||||
| Back to Table of Contents | ||||
| September 30, 2014 | December 31, 2013 | |||
| (Unaudited) | (Audited) | |||
ASSETS | ||||
| Total Assets | $ | 0 | $ | 0 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
| Current Liabilities: | ||||
| Accounts payable - trade | $ | 7,625 | $ | 2,250 |
| Accrued interest expenses | 47,406 | 38,760 | ||
| Convertible notes, related party | 331,681 | 331,681 | ||
| Advances from and accruals due to related party | 14,875 | 0 | ||
| Total current liabilities | 401,587 | 372,691 | ||
| Total liabilities | 401,587 | 372,691 | ||
| Stockholders' Deficit: | ||||
| Preferred stock, 10,000,000 shares authorized, $0.0001 par value; | ||||
| none issued and outstanding | - | - | ||
| Common stock, 900,000,000 shares authorized, $0.0001 par value; | ||||
| 1,088,740 shares issued and outstanding at Sept. 30, 2014 and Dec. 31, 2013 | 109 | 109 | ||
| Additional paid-in capital | 46,191 | 46,191 | ||
| Accumulated deficit | (447,887) | (418,991) | ||
| Total Stockholders' Deficit | (401,587) | (372,691) | ||
| Total Liabilities and Stockholders' Deficit | $ | 0 | $ | 0 |
| See notes to unaudited interim financial statements. | ||||
| American Biogenetic Sciences, Inc. | ||||||||
| Statements of Operations | ||||||||
| Back to Table of Contents | ||||||||
| Three Months | Three Months | Nine Months | Nine Months | |||||
| Ended | Ended | Ended | Ended | |||||
| September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||
| Revenue | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
| Costs and expenses: | ||||||||
| General and administrative | 5,875 | 14,750 | 20,250 | 46,000 | ||||
| Interest expense | 2,904 | 2,280 | 8,646 | 6,840 | ||||
| Total costs and expenses | 8,779 | 17,030 | 28,896 | 52,840 | ||||
| Net loss | $ | (8,779) | $ | (17,030) | $ | (28,896) | $ | (52,840) |
| Basic and diluted per shares amounts: | ||||||||
| Basic and diluted net loss | $ | (0.01) | $ | (0.02) | $ | (0.03) | $ | (0.05) |
| Weighted average shares outstanding: | ||||||||
| Basic and diluted | 1,088,740 | 1,088,740 | 1,088,740 | 1,088,740 | ||||
| See notes to unaudited interim financial statements. | ||||||||
| American Biogenetic Sciences, Inc. | ||||
| Statements of Cash Flows | ||||
| Back to Table of Contents | ||||
| Nine Months | Nine Months | |||
| Ended | Ended | |||
| September 30, 2014 | September 30, 2013 | |||
| (Unaudited) | (Unaudited) | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (28,896) | (52,840) | |
| Adjustment required to reconcile net loss to cash used in operating activities: | ||||
| Fair value of services provided by related parties | 0 | 42,000 | ||
| Increase in accounts payable and accrued expenses | 14,021 | 10,840 | ||
| Cash flows used in operating activities | $ | (14,875) | 0 | |
| Cash flows from investing activities: | ||||
| Cash used in investing activities | 0 | 0 | ||
| Cash flows from financing activities: | ||||
| Advances from related parties | 14,875 | 0 | ||
| Cash provided by financing activities | 14,875 | 0 | ||
| Change in cash | 0 | 0 | ||
| Cash - beginning of period | 0 | 0 | ||
| Cash - end of period | $ | 0 | $ | 0 |
| See notes to unaudited interim financial statements. | ||||
AMERICAN BIOGENETIC SCIENCES, INC.
Notes to Unaudited Interim
Financial Statements
September 30, 2014
Back to
Table of Contents
Note 1. The Company
Note 2. Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon Management's success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
Note 3. Basis of Presentation
The Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"). In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2013. The accounting policies are described in the "Notes to the Financial Statements" in the 2013 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period.
Accounting Policies
Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Cash and Cash Equivalents:
For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.Fair Value of Financial Instruments:
ASC #825, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values.Earnings per Common Share:
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of September 30, 2014 or 2013.Income Taxes:
The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions.
Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at September 30, 2014 and 2013. The Company has net operating losses of about $447,887, which begin to expire in 2025.
Impact of recently issued accounting standards
There were no new accounting pronouncements that had a significant impact on the Company's operating results or financial position.