ADVANCED BIOLOGICAL SYSTEMS INC
10QSB, 1996-07-12
INVESTORS, NEC
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<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         March 31, 1994

                                       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

                                                                        Page No.
                                                                        --------
                                     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






                                        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 March 31, 1994 and the related statements of
operations, stockholders' equity (deficit), and cash flows for the three months
ended March 31, 1994 and 1993 and from inception on October 3, 1988 through
March 31, 1994 were not audited by us and, accordingly, we do not express an
opinion on them. The accompanying balance sheet as of December 31, 1993 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

                                     ASSETS

<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                         1994           1993
                                                     -----------    ------------
                                                     (Unaudited)

<S>                                                  <C>            <C>
CURRENT ASSETS

  Cash                                               $     4,289    $        30
                                                     -----------    -----------

TOTAL ASSETS                                         $     4,289    $        30
                                                     ===========    ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable - trade                           $    78,112    $    78,112
  Accounts payable - related party                        62,798         32,798
                                                     -----------    -----------

       Total Current Liabilities                         140,910        110,910
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES (Note 6)                       -              -
                                                     -----------    -----------
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 and 9,311,234
   shares issued and outstanding,
   respectively                                            9,311          9,311
  Capital in excess of par value                       8,072,306      8,072,306
  Deficit accumulated during
   the development stage                              (8,218,238)    (8,192,497)
                                                     -----------    -----------

       Total Stockholders' Equity (Deficit)             (136,621)      (110,880)
                                                     -----------    -----------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY (DEFICIT)                      $     4,289    $        30
                                                     ===========    ===========
</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           on October 3,
                                         Months Ended March 31,       1988 Through
                                       --------------------------       March 31,
                                           1994           1993            1994
                                       -----------    -----------    --------------

<S>                                    <C>            <C>            <C>
REVENUE                                $       -      $       -        $       -
                                       -----------    -----------      -----------

OPERATING EXPENSES                             -              -                -
                                       -----------    -----------      -----------

OPERATING LOSS                                 -              -                -
                                       -----------    -----------      -----------
OTHER INCOME AND (EXPENSES)
     Loss on discontinued operations       (25,741)       (19,100)      (8,218,238)
                                       -----------    -----------      -----------

NET LOSS                               $   (25,741)   $   (19,100)     $(8,218,238)
                                       ===========    ===========      ===========

Loss Per Share                         $     (0.00)   $     (0.00)     $     (1.35)
                                       ===========    ===========      ===========
Weighted Average Number
 of Shares Outstanding                   9,311,234      8,551,248        6,089,166
                                       ===========    ===========      ===========
</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 three months
 ended March 31, 1994                   -             -             -         (25,741)
                                -----------   -----------   -----------   -----------

Balance, March 31, 1994           9,311,234   $     9,311   $ 8,072,306   $(8,218,238)
                                ===========   ===========   ===========   ===========
</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>
                                                                          From Inception
                                                  For the Three           on October 3,
                                              Months Ended March 31,       1988 Through
                                            --------------------------       March 31,
                                               1994           1993             1994
                                            -----------    -----------    --------------

<S>                                         <C>            <C>            <C>         
CASH FLOWS FROM OPERATING
 ACTIVITIES

Net loss from discontinued operations       $   (25,741)   $   (19,100)     $(8,218,238)
Adjustments to reconcile net income                                        
 to net cash provided by operating                                         
 activities                                                                
  Depreciation and amortization                     -              -              3,043
  Stock issued in settlement of debt                -              -          1,413,320
  Loss on disposition of assets                     -            9,411        3,206,791
  Increase (decrease) in cash overdraft                            (64)             -       
  Increase (decrease) in accounts payable           -              -             78,112
                                            -----------    -----------      -----------
     Net Cash (Used) by                                                    
      Operating Activities                      (25,741)        (9,753)      (3,516,972)
                                            -----------    -----------      -----------
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                            30,000            -            315,540
  Proceeds from sale of common stock                -           20,250        3,267,755
                                            -----------    -----------      -----------
     Net Cash Provided (Used) by                                           
      Financing Activities                  $    30,000    $    20,250      $ 3,583,295
                                            -----------    -----------      -----------
</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>
                                                                                 
                                                                   From Inception                
                                             For the Three         on October 3,                 
                                         Months Ended March 31,     1988 Through                                   
                                         ----------------------      March 31,                           
                                            1994         1993          1994
                                         ---------     --------   ---------------

<S>                                      <C>           <C>          <C>        
NET INCREASE (DECREASE) IN                            
 CASH AND CASH EQUIVALENTS               $   4,259     $ 10,497     $     4,289
                                                                   
CASH AND CASH EQUIVALENTS,                                         
 BEGINNING OF PERIOD                            30       -               -
                                         ---------     --------     -----------
                                                                   
CASH AND CASH EQUIVALENTS,                                         
 END OF PERIOD                           $   4,289     $ 10,497     $     4,289
                                         =========     ========     ===========
                                                                   
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.


                                      F10
<PAGE>   13
                        ADVANCED BIOLOGICAL SYSTEMS, INC.
                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                      March 31, 1994 and December 31, 1993
                                   (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 through the use of plant-sourced
        products. 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,
        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 approximately $8,200,000 at December 31, 1993,
        expire in 2008. 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.



                                      F11
<PAGE>   14
                        ADVANCED BIOLOGICAL SYSTEMS, INC.
                          (A Development Stage Company)
                  NOTES TO THE FINANCIAL STATEMENTS (Continued)
                      March 31, 1994 and December 31, 1993
                                   (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 March 31, 1994, there were no stock
        issuances.

NOTE 3 - LEASE AGREEMENT

        Effective August 1, 1991, the Company entered into a three year lease
        agreement with an unrelated third party for approximately 2,300 square
        feet of office space in Salt Lake City, Utah for a rental of $1,905 per
        month. The lease payments include all common area maintenance fees and
        utilities except telephone service.

NOTE 4 - 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 5 - 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.



                                      F12
<PAGE>   15
                        ADVANCED BIOLOGICAL SYSTEMS, INC.
                          (A Development Stage Company)
                  NOTES TO THE FINANCIAL STATEMENTS (Continued)
                      March 31, 1994 and December 31, 1993
                                   (Unaudited)

NOTE 6 -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:

Calendar year ended December 31,

A)       1992 - the Company issued 1,437,095 shares of its common stock


                                        3
<PAGE>   17
         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 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


                                        4
<PAGE>   18
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




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