SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
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
BIOGENETIC SCIENCES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
|(State of Incorporation)
Wall Street, 28th Floor
|(Address of Principal
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 ¨
April 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).
||Accelerated filer ¨
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS Back to Table of
Some of the statements contained in this quarterly
report of American Biogenetic Sciences, Inc., a Delaware corporation discuss future
expectations, contain projections of our plan of operation or financial condition or state
other forward-looking information. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements by the fact
that they do not relate strictly to historical or current facts. In some cases, you can
identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "would,"
"expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
American Biogenetic Sciences, Inc., a
Delaware corporation, is sometimes referred to herein as "we", "us", "our",
"Company" and the "Registrant". The Registrant was formed in 1983 for the
purpose of researching, developing and marketing cardiovascular and
neurobiology products for commercial development and distributing vaccines.
The Registrant's products were designed for in vitro and in vivo diagnostic
procedures and therapeutic drugs, and its products had been identified for
use in the treatment of epilepsy, migraine and mania, neurodegenerative
diseases, coronary artery diseases and cancer. The Registrant commenced
selling its products during the last quarter of 1997 but did not generate
any sufficient revenues from operations to fund its operating expenses.
On September 19, 2002, the Registrant
filed a petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
for the Eastern District of New York. On November 4, 2005, the Bankruptcy
Court approved an order authorizing a change in control and provided that
the Company, subsequent to the bankruptcy proceeding, is free and clear of
all liens, claims and other obligations.
On August 13, 2010, the Registrant's sole
officer/director, who was also the principal shareholder, transferred and
assigned his control stock position to an unrelated third party but remained
as the Registrant's sole officer and director. In connection with the August
2010 change in control, the convertible note payable to sole
officer/director together with accrued interest was also verbally assigned
to the new controlling shareholder. See Note 4 to the Notes to Unaudited
Interim Financial Statements.
We have no present operations or revenues
and our current activities are related to seeking new business
opportunities, including seeking an acquisition or merger with an operating
company. If our management seeks to acquire another business or pursue a new
business opportunity, it would have substantial flexibility in identifying
and selecting a prospective business. Registrant would not be obligated nor
does management intend to seek pre-approval from our shareholders. Under the
laws of the State of Delaware, the consent of holders of a majority of the
issued and outstanding shares, acting without a shareholders' meeting, can
approve an acquisition.
The Registrant is entirely dependent on
the judgment of its sole officer/director in connection with pursuing a new
business opportunity or a selection process for a target operating company.
In evaluating a prospective new business opportunity or an operating
company, he would consider, among other factors, the following: (i) costs
associated with effecting a transaction; (ii) equity interest in and
opportunity to control the prospective candidate; (iii) growth potential of
the target business; (iv) experience and skill of management and
availability of additional personnel; (v) necessary capital requirements;
(vi) the prospective candidate's competitive position; (vii) stage of
development of the business opportunity; (viii) the market acceptance of the
business, its products or services; (ix) the availability of audited
financial statements of the potential business opportunity; and (x) the
regulatory environment that may be applicable to any prospective business
The foregoing criteria are not intended to
be exhaustive and there may be other criteria that management may deem
relevant. In connection with an evaluation of a prospective or potential
business opportunity, management may be expected to conduct a due diligence
Liquidity and Capital Resources
We will use our limited personnel and
financial resources in connection with seeking new business opportunities,
including seeking an acquisition or merger with an operating company. It may
be expected that entering into a new business opportunity or business
combination will involve the issuance of a substantial number of restricted
shares of common stock. If such additional restricted shares of common stock
are issued, our shareholders will experience a dilution in their ownership
interest in the Registrant. If a substantial number of restricted shares are
issued in connection with a business combination, a change in control may be
expected to occur.
On September 30, 2013, we had no assets
and had total liabilities of $355,661 consisting of $229,613 in advances
from and accruals due to related parties, a short-term note in the amount of
$76,000, accrued interest expenses of $36,480 and accounts payable of
The Company's general and administrative
expenses for the three months ended September 30, 2013 and 2012 were $14,750. During the nine-month
period ended September 30, 2013, our general and administrative expenses were
$46,000 compared to $45,750 during the same period in the prior year.
During the three and nine-month
period ended September 30, 2013 and 2012, we incurred interest expenses of
$2,280 and $6,840, respectively.
In connection with our plan to seek new
business opportunities and/or effecting a business combination, we may
determine to seek to raise funds from the sale of restricted stock or debt
securities. We have no agreements to issue any debt or equity securities and
cannot predict whether equity or debt financing will become available at
terms acceptable to us, if at all.
There are no limitations in our articles
of incorporation on our ability to borrow funds or raise funds through the
issuance of restricted common stock to effect a business combination. Our
limited resources and lack of operating history may make it difficult to do
borrow funds or raise capital. Our inability to borrow funds or raise funds
through the issuance of restricted common stock required to effect or
facilitate a business combination may have a material adverse effect on our
financial condition and future prospects, including the ability to complete
a business combination. To the extent that debt financing ultimately proves
to be available, any borrowing will subject us to various risks
traditionally associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and
interest, including debt of an acquired business.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of
We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
CONTROLS AND PROCEDURES Back to Table of
Evaluation of disclosure controls and
September 30, 2013, the Company's chief
executive officer/chief financial officer conducted an evaluation regarding the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation
of these controls and procedures, our chief executive officer/chief financial
officer concluded that our disclosure controls and procedures were not effective
as of the date of filing this quarterly report due to lack of an oversighteeing
committee and a lack of segregation of duties. Management will considered the
need to add personnel and implement improved review procedures.
Changes in internal controls. During the quarterly period covered by this report, no changes
occurred in our internal control over financial reporting that materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS Back to Table of Contents
RISK FACTORS Back to Table of Contents
In addition to the other
information set forth in this report, you should carefully consider the factors discussed
in Part I, Item 1. Description of Business, subheading Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2012, which could
materially affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-K are not the only risks facing our company.
Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition
and/or operating results.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of
3. DEFAULTS UPON SENIOR SECURITIES Back to Table of
ITEM 4. MINE
SAFETY DISCLOSURE Back to Table of Contents
5. OTHER INFORMATION Back to Table of
6. EXHIBITS Back to Table of Contents
(a) The following documents are filed as exhibits to
this report on Form 10-Q or incorporated by reference herein. Any document incorporated by
reference is identified by a parenthetical reference to the SEC filing that included such
||Certification of CEO/CFO
pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
||Certification of CEO/CFO
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the date
CEO, CFO and Chairman
Dated: April 14, 2014