<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/xx/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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: 33-25647-D
---------------------------------------------------------
Advanced Biological Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0462198
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2936 Sierra Point Place, Salt Lake City, Utah 84198
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 521-8000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practicable date.
The number of shares outstanding of each of the registrant's classes of common
stock, as of July 8, 1996 is 27,781,234 shares, all of one class of $.001 par
value common stock.
1
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I
Item 1. Financial Statements F1-F13
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations and Plan of Operations 3-5
PART II
Item 1. Legal Proceedings 6
Item 2. Changes in Securities 6
Item 3. Defaults Upon Senior Securities 6
Item 4. Submission of Matters to a
Vote of Security Holders 6
Item 5. Other Information 6
Item 6. Exhibits and Reports on Form 8-K 6
Signatures 7
</TABLE>
2
<PAGE> 3
[JONES, JENSEN & COMPANY LETTERHEAD]
The Board of Directors
Advanced Biological Systems, Inc.
Salt Lake City, Utah
The accompanying balance sheet of Advanced Biological Systems, Inc. (a
development stage company) as of June 30, 1995 and the related statements of
operations, stockholders' equity (deficit), and cash flows for the three months
and six months ended June 30, 1995 and 1994 and from inception on October 3,
1988 through June 30, 1995 were not audited by us and, accordingly, we do not
express an opinion on them. The accompanying balance sheet as of December 31,
1994 was audited by us and we expressed an unqualified opinion on it in our
report dated April 4, 1996.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
April 8, 1996
F1
<PAGE> 4
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1995 1994
------------------ ------------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ 37
------------------ ------------------
TOTAL ASSETS $ - $ 37
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Cash overdraft $ 837 $ -
Accounts payable - trade 109,310 109,310
Loans payable - related parties 131,398 108,898
------------------ ------------------
Total Current Liabilities 241,545 218,208
------------------ ------------------
COMMITMENTS AND CONTINGENCIES (Note 5) - -
------------------ ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value,
50,000,000 shares authorized,
no shares issued and outstanding - -
Common stock, $0.001 par value,
50,000,000 shares authorized,
9,311,234 shares
issued and outstanding 9,311 9,311
Capital in excess of par value 8,072,306 8,072,306
Deficit accumulated during
the development stage (8,323,162) (8,299,788)
------------------ ------------------
Total Stockholders' Equity (Deficit) (241,545) (218,171)
------------------ ------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ 37
================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
F2
<PAGE> 5
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three Months For the Six Months on October 3,
Ended June 30, Ended June 30, 1988 Through
--------------------------------- --------------------------------- June 30,
1995 1994 1995 1994 1995
-------------- --------------- --------------- --------------- ---------
<S> <C> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ - $ -
-------------- --------------- --------------- --------------- ---------
OPERATING
EXPENSES - - - - -
-------------- --------------- --------------- --------------- ---------
OPERATING
LOSS - - - - -
---------------- --------------- --------------- --------------- ---------
OTHER INCOME
AND (EXPENSES)
Loss on
discontinued
operations (901) (17,241) (23,374) (42,982) (8,323,162)
-------------- --------------- --------------- --------------- --------------
NET LOSS $ (901) $ (17,241) $ (23,374) $ (42,982) $ (8,323,162)
============== =============== =============== =============== ==============
Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (1.26)
============== =============== =============== =============== ==============
Weighted Average
Number of Shares
Outstanding 9,311,234 9,311,234 9,311,234 9,311,234 6,605,206
============== ============== =============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F3
<PAGE> 6
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------------- Excess of Development
Shares Amount Par Value Stage
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Balance, October 3, 1988 - $ - $ - $ -
Shares issued to incorporators
for $0.0012 per share 3,306,668 3,307 693 -
Net loss for the year ended
December 31, 1988 - - - (164)
--------------- --------------- --------------- --------------
Balance, December 31, 1988 3,306,668 3,307 693 (164)
Shares issued to the public for
$0.0375 per share on
August 22, 1989 1,733,332 1,733 63,267 -
Costs of public offering - - (29,265) -
Net loss for the year ended
December 31, 1989 - - - (28,341)
----------------- --------------- --------------- --------------
Balance, December 31, 1989 5,040,000 5,040 34,695 (28,505)
Shares of restricted common
stock issued for $6.00 per share 416,667 417 2,499,583 -
Net loss for the year ended
December 31, 1990 - - - (129,598)
----------------- --------------- --------------- --------------
Balance, December 31, 1990 5,456,667 $ 5,457 $ 2,534,278 $ (158,103)
----------------- --------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F4
<PAGE> 7
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
----------------------------------- Excess of Development
Shares Amount Par Value Stage
----------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Balance, December 31, 1990 5,456,667 $ 5,457 $ 2,534,278 $ (158,103)
Shares issued in private
transactions at an average price
of approximately $4.59 per share 113,917 114 523,636 -
Shares issued in private
placement at $3.00 per share 668,333 668 2,004,332 -
Shares issued in exchange for
product and marketing rights
at $3.00 per share 400,000 400 1,199,600 -
Costs of private placement - - (218,523) -
Contribution of assets by an
officer and director - - 1,350 -
Net loss for the year ended
December 31, 1991 - - - (2,245,287)
----------------- --------------- --------------- --------------
Balance, December 31, 1991 6,638,917 6,639 6,044,673 (2,403,390)
Shares issued on March 31, 1992
in private placement at
$3.75 per share 66,667 67 249,933 -
Shares issued on March 31, 1992
in settlement of debt at
approximately $1.00 per share 150,000 150 150,200 -
Shares issued on April 15, 1992 in
private placement at an average price
of approximately $4.49 per share 38,333 38 172,012 -
----------------- --------------- --------------- --------------
Balance forward 6,893,917 $ 6,894 $ 6,616,818 $ (2,403,390)
----------------- --------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F5
<PAGE> 8
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
----------------------------------- Excess of Development
Shares Amount Par Value Stage
----------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Balance forward 6,893,917 $ 6,894 $ 6,616,818 $ (2,403,390)
Shares issued on July 23, 1992
upon exercise of options at
$0.003 per share 83,333 83 167 -
Adjustment for fractional shares
due to stock split
on August 25, 1992 (12) - - -
Shares issued on
October 23, 1992 in settlement
of debt at $1.00 per share 100,000 100 99,900 -
Shares issued on
October 23, 1992 in settlement
of debt at $0.30 per share 350,000 350 104,650 -
Shares issued on
November 24, 1992 in private
placement at $2.00 per share 25,000 25 49,975 -
Shares issued on November
25, 1992 in private placement
at approximately $0.38 per share 134,360 134 50,551 -
Shares issued during
December 1992 in settlement
of debt at $1.00 per share 837,095 837 836,258 -
Costs of private placements - - (9,250) -
Net loss for the year ended
December 31, 1992 - - - (5,540,971)
----------------- --------------- --------------- --------------
Balance, December 31, 1992 8,423,693 $ 8,423 $ 7,749,069 $ (7,944,361)
----------------- --------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F6
<PAGE> 9
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------------- Excess of Development
Shares Amount Par Value Stage
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 8,423,693 $ 8,423 $ 7,749,069 $ (7,944,361)
Shares issued on
January 6, 1993 in private
placement at $0.375 per share 53,333 53 19,947 -
Shares issued on
January 6, 1993 upon exercise
of options at $0.003 per share 83,333 84 166 -
Shares issued on
May 26, 1993 in private
placement at $0.20 per share 50,000 50 9,950 -
Shares issued on
May 26, 1993 in private
placement at $0.20 per share 200,000 200 39,800 -
Shares issued on
July 9, 1993 in private
placement at $0.15 per share 100,000 100 14,900 -
Shares issued on
August 18, 1993 in private
placement at $0.10 per share 180,000 180 17,820 -
Shares issued during
December 1993 in settlement of
debt at $1.00 per share 220,875 221 220,654 -
Net loss for the year ended
December 31, 1993 - - - (248,136)
--------------- --------------- --------------- --------------
Balance, December 31, 1993 9,311,234 9,311 8,072,306 (8,192,497)
--------------- --------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F7
<PAGE> 10
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Capital in During the
--------------------------------- Excess of Development
Shares Amount Par Value Stage
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Balance, December 31, 1993 9,311,234 $ 9,311 $ 8,072,306 $ (8,192,497)
Net loss for the year
ended December 31, 1994 - - - (107,291)
--------------- --------------- --------------- --------------
Balance, December 31, 1994 9,311,234 9,311 8,072,306 (8,299,788)
Net loss for the six months
ended June 30, 1995 - - - (23,374)
--------------- --------------- --------------- --------------
Balance, June 30, 1995 9,311,234 $ 9,311 $ 8,072,306 $ (8,323,162)
=============== =============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F8
<PAGE> 11
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months From Inception
Ended June 30, Ended June 30, on October 3,
-------------------------------- --------------------------------- 1988 Through
June 30,
1995 1994 1995 1994 1995
-------------- -------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss from operations $ (901) $ (17,241) $ (23,374 ) $ (42,982) $ (8,323,162)
Adjustments to reconcile net
loss to net cash used by
operating activities
Depreciation and amortization - - - - 3,043
Stock issued in settlement of
debt - - - - 1,413,320
Loss on disposition of assets - - - - 3,206,791
Increase (decrease) in cash
overdraft 837 - 837 - 837
Increase (decrease) in
accounts payable - - - - 109,310
-------------- -------------- --------------- --------------- --------------
Net Cash (Used) by
Operating Activities $ (64) $ (17,241) $ (22,537) $ (42,982) $ (3,589,861)
-------------- -------------- --------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F9
<PAGE> 12
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
For the Three Months For the Six Months From Inception
Ended June 30, Ended June 30, on October 3,
-------------------------------- --------------------------------- 1988 Through
June 30,
1995 1994 1995 1994 1995
-------------- -------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of fixed assets $ - $ - $ - $ - $ (10,784)
Purchase of product
marketing rights - - - - (1,250)
Purchase of promotional video - - - - (50,000)
-------------- -------------- --------------- --------------- --------------
Net Cash Provided (Used)
by Investing Activities - - - - (62,034)
-------------- -------------- --------------- --------------- --------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from loans - 16,000 22,500 46,000 384,140
Proceeds from sale of
common stock - - - - 3,267,755
-------------- -------------- --------------- --------------- --------------
Net Cash Provided (Used)
by Financing Activities - 16,000 22,500 46,000 3,651,895
-------------- -------------- --------------- --------------- --------------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (64) (1,241) (37) 3,018 -
CASH AND CASH
EQUIVALENTS, BEGINNING OF
PERIOD 64 4,289 37 30 -
-------------- ------------ --------------- --------------- --------------
CASH AND CASH
EQUIVALENTS, END OF
PERIOD $ - $ 3,048 $ - $ 3,048 $ -
============== ============== =============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F10
<PAGE> 13
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three Months For the Six Months on October 3,
Ended June 30, Ended June 30, 1988 Through
-------------------------------- --------------------------------- June 30,
1995 1994 1995 1994 1995
-------------- -------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Supplemental Cash Flow
Disclosures
Interest paid $ - $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ - $ -
Non-Cash Financing Activities
Stock issued for note $ - $ - $ - $ - $ 2,498,750
Stock issued in settlement of
debt $ - $ - $ - $ - $ 1,413,320
Purchase of Bioreactor through
assignment of note $ - $ - $ - $ - $ 2,150,000
Acquisition of product marketing
rights through issuance of notes
and stock $ - $ - $ - $ - $ 2,200,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
F11
<PAGE> 14
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 1995 and December 31, 1994
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Advanced
Biological Systems, Inc. (A Development Stage Company) (the
Company). The Company was incorporated in the State of Delaware
on October 3, 1988. The Company was organized to develop and
operate centers for the treatment of diseases of the immune
system. The Company discontinued operations in 1992 and is now
seeking new business opportunities.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a calendar
year end.
c. Loss Per Share
The computation of loss per share of common stock is based on
the weighted average number of shares outstanding during the
period.
d. Deferred Offering Costs
In connection with the public offering of the Company's common
stock (see Note 2), all costs were accumulated as deferred
charges. The deferred charges were offset against capital in
excess of par value upon successful completion of the offering.
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
f. Income Taxes
No provision for income taxes has been accrued because the
Company has net operating losses from inception. The net
operating loss carryforwards totalling $8,299,788 at December
31, 1994, expire in 2009. No tax benefit has been reported in
the financial statements because the Company is uncertain if the
carryforwards will expire unused. Accordingly, the potential tax
benefits are offset by a valuation account of the same amount.
F12
<PAGE> 15
ADVANCED BIOLOGICAL SYSTEMS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS (Continued)
June 30, 1995 and December 31, 1994
(Unaudited)
NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Stock Split
On November 15, 1989, the Company effected a forward split of
its common shares outstanding on a 4-for-1 basis in the form of
a stock dividend. On June 29, 1992, the Company effected a
reverse stock split of its common shares outstanding on a
1-for-3 basis. The financial statements have been restated
retroactively to reflect the effects to these stock splits.
NOTE 2 - STOCK ISSUANCES
During the three months ended June 30, 1995, there were no stock
issuances.
NOTE 3 - DISCONTINUED OPERATIONS
In 1992, the Company discontinued all operations due to a lack
of working capital. The Company is currently inactive and is
seeking other business opportunities.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern.
However, the Company has experienced operating losses and no
longer has a source of revenues. The Company is seeking new
business opportunities through merger or purchase of existing,
operating companies. Until that time, the Company's operating
expenses may be financed by advances from a major shareholder.
Due to the limited assets of the Company, no assurance can be
given that the Company will continue as a going concern.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
For the year ended, December 31, 1992, the Company wrote off
certain accounts payable which were either disputed or never
paid. The statute of limitations has run for most of the
undisputed payables, but has not run for the disputed payables.
As of the date of issuance of these financial statements, no
attempt has been made to collect these amounts from the Company.
The disputed amounts totalled $179,999 at December 31,1992. The
Company's management believes that the risk that the Company
will be required to pay any of the disputed amounts is remote.
F13
<PAGE> 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND PLAN OF OPERATIONS
The Company is subject to the reporting requirements under the
Securities Exchange Act of 1934. Notwithstanding such requirements, the last
report filed by the Company (exclusive of a Form 8-K with date of report of
December 18, 1994, filed December 28, 1994) was a Form 10-Q for its quarter year
ended September 30, 1992. The Company, during the first six months of 1996
embarked upon an effort to bring itself "current" with respect to its reporting
requirements and in that regard has prepared and filed (or is in the process of
filing) the following reports as indicated:
Form 10-KSB for calendar year ended December 31, 1992
Forms 10-QSB for quarters ended March 31, 1993, June 30, 1993 and
September 30, 1993
Form 10-KSB for calendar year ended December 31, 1993
Forms 10-QSB for quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994
Form 10-KSB for calendar year ended December 31, 1994
Forms 10-QSB for quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995
Form 10-KSB for calendar year ended December 31, 1995 and
Form 10-QSB for quarter ended March 31, 1996
Each of the above referenced reports were basically prepared at or
around the same time and forwarded for filing purposes on or about the same
date.
Each of the above referenced reports clearly indicate that the Company
has not had any revenues from operations since its inception in 1988. Such
reports further indicate that in 1992 the Company discontinued all operations
due to lack of working capital and that the Company has been inactive and
remained inactive through March 31, 1996.
Such reports further indicate that from time to time, and as management
felt the need arose, the Company utilized sale of its securities for purposes of
obtaining operating capital and/or in order to settle certain outstanding
indebtedness. For a complete summarization of all shares of Company common stock
issued from inception through December 31, 1995, reference is herewith made to
the audited statement of stockholders' equity as same appears in the Company's
Form 10-KSB for calendar year ended December 31, 1995.
Such statement of stockholders' equity (taken in conjunction with those
prior audited statements of stockholders' equity for calendar years ended
December 31, 1992, 1993 and 1994) indicates, in part, as follows:
3
<PAGE> 17
Calendar year ended December 31,
A) 1992 - the Company issued 1,437,095 shares of its common stock
in settlement of debt in the amount of $1,192,445. During
such time period the Company also issued 347,693 shares of its
common stock in private placements for net proceeds of
$513,735.
B) 1993 - the Company issued 220,875 shares of its common stock
in settlement of debt in the amount of $220,875. During such
time period the Company also issued 666,666 shares of its
common stock in private placements for net proceeds of
$103,250.
C) 1994 - no new shares of common stock were issued.
D) 1995 - the Company issued 14,000,000 shares of its common
stock in settlement of debt in the amount of $140,398. During
such time period the Company also issued 3,400,000 shares of
its common stock in private placements for net proceeds of
$100,000.
No shares of common stock were issued during the first quarter of 1996.
As can be seen from the above, from January 1, 1992 through March 31,
1996 an aggregate of 15,657,970 shares of Company common stock were issued for
purposes of retiring debt in the amount of $1,553,718. Accordingly, as a direct
result of the above (and taking into consideration debt retirement in exchange
for securities) Company liabilities (which consists of accounts payable - trade)
were reduced to $55,327 as of March 31, 1996.
Subsequent to March 31, 1996 and during the first two weeks of April,
1996, the Company issued an additional 1,000,000 shares of its common stock for
cash consideration in the amount of $35,000. The Company further authorized
issuance of an additional 70,000 shares of its common stock in settlement, on
May 8, 1996, of a claim by a former officer for use of his name on stock
certificates subsequent to his resignation. Accordingly, as of July 8, 1996 the
total number of shares of common stock issued and outstanding amounted to
27,781,234.
Once each of the above referenced Forms 10-QSB and 10-KSB have been
filed the Company will be current with respect to its reporting requirements and
will be in a position so as to pursue its current business objectives, i.e., to
seek potential business opportunities which in the opinion of management may
provide a profit to the Company. Such involvement may be either in the form of
an acquisition of existing business(s) and/or the acquisition of assets in order
to establish subsidiary business(es) for the Company. These plans remain in
their formative stages and are, accordingly, subject to change if and when
alternative business
4
<PAGE> 18
opportunities arise. At the present time management considers the Company's
principal asset to be the fact that the Company is a "public" company trading on
the electronic over-the-counter bulletin board, thereby creating a "value" for
the Company which might not otherwise exist if it were not a public company. An
example of such "value" relates directly to the Company's ability to, as
aforesaid, retire a substantial amount of outstanding indebtedness in exchange
for issuance of its securities, thereby creating a relatively broad base of
interested stockholders, many of whom were former creditors of the Company.
5
<PAGE> 19
PART II
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a
Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K None
6
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED BIOLOGICAL SYSTEMS, INC.
By /Emanuel A. Floor/
-------------------------------
Emanuel A. Floor, President
Dated: June 30, 1996
7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 241,545
<BONDS> 0
0
0
<COMMON> 9,311
<OTHER-SE> (250,856)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (23,374)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (23,374)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
