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 March 31, 2015
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: (203) 297-6100
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 May 14, 2015, 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. | 9 | |||
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 - March 31, 2015 (Unaudited) and December 31, 2014 | 3 |
| Statements of Operations - Three Months Ended March 31, 2015 and 2014 (Unaudited) | 4 |
| Statements of Cash Flows - Three Months Ended March 31, 2015 and 2014 (Unaudited) | 5 |
| Notes to Unaudited Interim Financial Statements | 6 |
| American Biogenetic Sciences, Inc. | ||||
| Balance Sheets | ||||
| Back to Table of Contents | ||||
| March 31, 2015 (Unaudited) | December 31, 2014 | |||
ASSETS | ||||
| Total Assets | $ | 0 | $ | 0 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
| Current Liabilities: | ||||
| Accounts payable - trade | $ | 10,800 | $ | 12,800 |
| Accrued interest expenses | 53,149 | 50,310 | ||
| Convertible notes, related party | 331,681 | 331,681 | ||
| Advances from and accruals due to related party | 28,113 | 18,375 | ||
| Total current liabilities | 423,743 | 413,166 | ||
| Total liabilities | 423,743 | 413,166 | ||
| Stockholders' Deficit: | ||||
| Preferred stock, 10,000,000 shares authorized, $0.0001 par value; | ||||
| none issued and outstanding | 0 | 0 | ||
| Common stock, 900,000,000 shares authorized, $0.0001 par value; | ||||
| 1,088,740 shares issued and outstanding at March 31, 2015 and December 31, 2014 | 109 | 109 | ||
| Additional paid-in capital | 46,191 | 46,191 | ||
| Accumulated deficit | (470,043) | (459,466) | ||
| Total Stockholders' Deficit | (423,743) | (413,166) | ||
| 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 | |||
| Ended | Ended | |||
| March 31, 2015 | March 31, 2014 | |||
| (Unaudited) | (Unaudited) | |||
| Revenue | $ | 0 | $ | 0 |
| Costs and Expenses: | ||||
| General and administrative | 7,738 | 7,500 | ||
| Interest expense | 2,839 | 2,824 | ||
| Total costs and expenses | 10,577 | 10,324 | ||
| Net loss | $ | (10,577) | $ | (10,324) |
| Basic and diluted per shares amounts: | ||||
| Basic and diluted net loss | $ | (0.01) | $ | (0.01) |
| Weighted average shares outstanding: | ||||
| Basic and diluted | 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 | ||||
| Three Months | Three Months | |||
| Ended | Ended | |||
| March 31, 2015 | March 31, 2014 | |||
| (Unaudited) | (Unaudited) | |||
| Cash flows from operating activities: | ||||
| Net loss | $ | (10,577) | (10,324) | |
| Adjustment required to reconcile net loss to cash used in operating activities: | ||||
| Fair value of services provided by related parties | 0 | 5,000 | ||
| Increase in accounts payable and accrued expenses | 839 | 5,324 | ||
| Cash flows used in operating activities | $ | (9,738) | 0 | |
| Cash flows from investing activities: | ||||
| Cash used in investing activities | 0 | 0 | ||
| Cash flows from financing activities: | ||||
| Proceeds of related party borrowings | 9,738 | |||
| Cash provided by financing activities | 9,738 | 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 Biogenetics Sciences Inc.
Notes to Unaudited Interim
Financial Statements
March 31, 2015
Back to
Table of Contents
Note 1. The Company