<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB-A-1
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE OF 1934
For the transition period from __________________ to __________________
Commission File Number: 0-19814
ABS Group 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.)
818 East South Temple Street, Salt Lake City, Utah 18402
(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. [x] Yes [ ] 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 August 15, 1997 is 3,985,563 shares, all of one class of $.0001 par
value common stock.
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<PAGE> 2
TABLE OF CONTENTS
Page No.
PART I
Item 1. Financial Statements 3-11
Item 2. Management's Discussion and Analysis 12-14
PART II
Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a
Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
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<PAGE> 3
[JONES, JENSEN & COMPANY LETTERHEAD]
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
ABS Group Inc.
Salt Lake City, Utah
The accompanying consolidated balance sheet of ABS Group Inc. (a development
stage company) as of June 30, 1997 and the related consolidated statements of
operations, and cash flows for the three months and six months ended June 30,
1997 and 1996 and from inception on October 3, 1988 through June 30, 1997 were
not audited by us and, accordingly, we do not express an opinion on them. The
accompanying consolidated balance sheet as of December 31, 1996 was audited by
us and we expressed an unqualified opinion on it in our report dated March 27,
1997.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
October 8, 1997
3
<PAGE> 4
ABS GROUP INC.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
---------- ----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 50,995 $ 65,977
Accounts receivable 53,398 30,293
Inventories 158,377 87,992
Prepaid expenses -- 2,060
Note receivable, related party (Note 2) 19,500 --
---------- ----------
Total Current Assets 282,270 186,322
---------- ----------
FIXED ASSETS 192,351 107,593
---------- ----------
OTHER ASSETS
Investment in joint venture (Note 4) 866,493 698,953
Patents/intellectual property 723,585 724,334
Deposits 32,597 12,997
Goodwill 195,288 205,566
---------- ----------
Total Other Assets 1,817,963 1,641,850
---------- ----------
TOTAL ASSETS $2,292,584 $1,935,765
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
ABS GROUP INC.
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable - trade $ 255,560 $ 335,395
Notes payable 24,395 100,564
Accrued interest 3,938 --
------------ ------------
Total Current Liabilities 283,893 435,959
------------ ------------
LONG-TERM LIABILITIES
Notes payable 200,000 200,000
------------ ------------
Total Liabilities 483,893 635,959
------------ ------------
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARIES 106,038 132,141
------------ ------------
COMMITMENTS AND CONTINGENCIES -- --
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, 10,000,000 shares authorized
at $0.0001 par value; 3,835,478 and 3,293,935
shares issued and outstanding, respectively 384 329
Capital in excess of par value 12,487,896 10,891,924
Foreign currency translation 135 9
Deficit accumulated during the development stage (10,785,762) (9,724,597)
------------ ------------
Total Stockholders' Equity 1,702,653 1,167,665
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,292,584 $ 1,935,765
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
ABS GROUP INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three For the Six on October 3,
Months Ended Months Ended 1988 Through
June 30, June 30, June 30,
----------------------------- ----------------------------- ------------
1997 1996 1997 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
SALES $ 60,360 $ -- $ 165,297 $ -- $ 183,109
COST OF SALES 55,463 -- 117,216 -- 122,425
------------ ------------ ------------ ------------ ------------
GROSS MARGIN 4,897 -- 48,081 -- 60,684
------------ ------------ ------------ ------------ ------------
EXPENSES
Depreciation and amortization 21,724 -- 39,926 -- 46,771
Rent 22,421 -- 46,256 -- 58,256
Research and development 16,648 -- 16,648 -- 17,228
General and administrative 759,149 -- 946,626 -- 2,214,287
------------ ------------ ------------ ------------ ------------
Total Expenses 819,942 -- 1,049,456 -- 2,336,542
------------ ------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (815,045) -- (1,001,375) -- (2,275,858)
------------ ------------ ------------ ------------ ------------
LOSS INCOME (EXPENSE)
Interest income 487 -- 487 -- 595
Interest expense (3,938) -- (3,961) -- (4,672)
Loss on investment (27,840) -- (82,450) -- (108,497)
------------ ------------ ------------ ------------ ------------
Total Other Income
(Expense) (31,291) -- (85,924) -- (112,574)
------------ ------------ ------------ ------------ ------------
LOSS BEFORE
DISCONTINUED
OPERATIONS AND
MINORITY INTEREST (846,336) -- (1,087,299) -- (2,388,432)
LOSS ON DISCONTINUED
OPERATIONS -- (47,720) -- (80,192) (8,425,042)
MINORITY INTEREST
IN LOSS 20,411 -- 26,103 -- 27,712
------------ ------------ ------------ ------------ ------------
NET LOSS $ (825,925) $ (47,720) $ (1,061,196) $ (80,192) $(10,785,762)
============ ============ ============ ============ ============
NET LOSS PER SHARE $ (0.22) $ (0.05) $ (0.30) $ (0.09)
============ ============ ============ ============
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 3,795,376 891,930 3,564,707 891,152
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
ABS GROUP INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Six From Inception
Months Ended Months Ended on October 3,
June 30, June 30, 1988 Through
----------------------------- ----------------------------- June 30,
1997 1996 1997 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss from operations $ (825,925) $ (47,720) $ (1,061,196) $ (80,192) $(10,785,762)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and
amortization 21,724 -- 39,926 -- 49,801
Stock and options issued
for services rendered 472,933 -- 472,933 -- 1,428,033
Loss on investment in
joint venture 27,840 -- 82,460 -- 108,497
Stock issued in settlement
of debt -- 20,100 -- 20,100 1,413,320
Loss on disposition of assets -- -- -- -- 3,206,791
Foreign currency translation 127 -- 127 -- 127
Minority interest (26,103) -- (26,103) -- (26,103)
Changes in operating assets and liabilities:
(Increase) decrease in
accounts receivable 55,618 -- (23,105) -- (39,439)
(Increase) decrease in
inventory (52,140) -- (70,385) -- (111,060)
(Increase) decrease in
prepaid assets 31,799 -- 2,060 -- 2,060
(Increase) decrease in
deposits (18,230) -- (19,600) -- (19,600)
(Increase) decrease in
related party receivables -- -- (19,500) -- (19,500)
Increase (decreased) in
accounts payable 115,035 (12,323) (79,831) (25,425) 174,296
Increase (decrease) in
accrued interest 3,938 -- 3,938 -- 3,938
------------ ------------ ------------ ------------ ------------
Net Cash Provided (Used)
by Operating Activities $ (193,384) $ (39,943) $ (698,276) $ (85,517) $ (4,614,601)
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
ABS GROUP INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three For the Six on October 3,
Months Ended Months Ended 1988 Through
June 30, June 30, June 30,
--------------------------- --------------------------- -----------
1997 1996 1997 1996 1997
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
INVESTING ACTIVITIES
Investments in joint venture $ -- $ -- $ (250,000) $ -- $ (550,000)
Cash acquired through invest-
ment in subsidiary -- -- -- -- 2,022
Purchase of subsidiaries -- -- -- -- (108,731)
Purchase of product marketing
rights -- -- -- -- (1,250)
Purchase of fixed assets (48,341) -- (99,264) -- (110,048)
Purchase of promotional video -- -- -- -- (50,000)
Capitalized patent costs (14,367) -- (14,367) -- (14,367)
----------- ----------- ----------- ----------- -----------
Net Cash Provided (Used)
by Investing Activities (62,708) -- (363,631) -- (832,374)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM
FINANCING ACTIVITIES
Capital contributed by
shareholder -- -- -- -- 25,000
Proceeds from loans -- -- -- -- 398,140
Repayment of loans -- -- (76,169) -- (76,169)
Proceeds from sale of
common stock 156,813 40,000 1,123,094 40,000 5,150,999
----------- ----------- ----------- ----------- -----------
Net Cash Provided (Used)
by Financing Activities 156,813 40,000 1,046,925 40,000 5,497,970
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (99,279) 57 (14,982) (45,517) 50,995
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF PERIOD 150,274 24 65,977 45,598 --
----------- ----------- ----------- ----------- -----------
CASH AND CASH
EQUIVALENTS AT END
OF PERIOD $ 50,995 $ 81 $ 50,995 $ 81 $ 50,995
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 9
ABS GROUP INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Six From Inception
Months Ended Months Ended on October 3,
June 30, June 30, 1988 Through
------------------------ ------------------------- June 30,
1997 1996 1997 1996 1997
---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
SUPPLEMENTAL
DISCLOSURES OF CASH
FLOW INFORMATION
Interest paid $ -- $ -- $ -- $ -- $ 711
Income taxes paid $ -- $ -- $ -- $ -- $ --
NON-CASH FINANCING
ACTIVITIES
Stock issued for note $ -- $ -- $ -- $ -- $2,498,750
Purchase of Bioreactors
through assignment
of note $ -- $ -- $ -- $ -- $2,150,000
Acquisition of product
marketing rights through
issuance of notes and stock $ -- $ -- $ -- $ -- $2,200,000
Stock issued in settlement of
debt $ -- $ -- $ -- $ -- $1,560,818
Stock and options issued for
services rendered $ 472,933 $ -- $ 472,933 $ -- $1,428,033
Stock issued for acquisition
of subsidiary $ -- $ -- $ -- $ -- $ 500,138
Stock issued for investment
in joint venture $ -- $ -- $ -- $ -- $ 425,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE> 10
ABS GROUP INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1997 and December 31, 1996
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Certain information and footnotes disclosures normally included in the
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the
Registrant's December 31, 1996 Annual Report on Form 10-KSB. The
results of operations for the periods ended June 30, 1997 and 1996 are
not necessarily indicative of operating results for the full years.
The consolidated financial statements and other information furnished
herein reflect all adjustments which are, in the opinion of management
of the Registrant, necessary for a fair presentation of the results of
the interim periods covered by this report.
NOTE 2 - RELATED PARTY TRANSACTIONS
During the three months ended March 31, 1997, the Company advanced
$19,500 to a Company controlled by an officer of the Company. The
amount bears interest at 10% per annum and was due May 31, 1997. The
due date has been extended to September 30, 1997.
NOTE 3 - STOCK OPTIONS
During the three months ended June 30, 1997, the Company issued stock
options to employees and consultants to purchase 215,000 shares of the
Company's common stock at exercise prices below the market value of the
Company's common stock. The difference between the exercise price of
the stock options and the market value of the Company's common stock
was $ 472,953. This amount has been included in general and
administrative expenses.
NOTE 4 - INVESTMENT IN JOINT VENTURE
During the three months ended June 30, 1997, the Company made no
additional advances to DBD Company, LLC. (DBD). The Company is
committed to advancing an additional $350,000 to DBD during 1997. The
financial statements reflect the Company's share of DBD's loss which is
$27,840. Financial information for DBD is as follows:
10
<PAGE> 11
ABS GROUP INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
June 30, 1997 and December 31, 1996
(Unaudited)
NOTE 4 - INVESTMENT IN JOINT VENTURE (Continued)
<TABLE>
<CAPTION>
June 30,
1997
---------
<S> <C>
Assets:
Cash $ 128,645
Prepaid expense 75,000
---------
Total Assets $ 203,645
=========
Liabilities and equity:
Liabilities:
Accounts payable and accrued expenses $ 9,795
---------
Equity:
Capital 400,000
Accumulated deficit (206,150)
---------
Total Equity 193,850
---------
Total Liabilities and Equity $ 203,645
=========
<CAPTION>
For the For the
Three Months Six Months
Ended Ended
June 30, June 30,
1997 1997
---------- ---------
<S> <C> <C>
Gross revenue $ -- $ --
Costs of sales and operational expenses 69,625 206,150
--------- ---------
Net loss $ (69,625) $(206,150)
========= =========
Company interest in net loss $ (27,840) $ (82,450)
========= =========
</TABLE>
Comparative results of operations for 1995 have not been presented as
DBD was not formed until September of 1995.
11
<PAGE> 12
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company's intentions as heretofore expressed in its Form 10-KSB for
year ended December 31, 1996 is to become a diversified public company through
the acquisition or financing of opportunities with emerging bio-medical
technology firms where (a) research and development stages have been basically
completed, (b) intellectual property is protected by patents, licenses,
registration and/or proprietary formulas or processes, (c) products and/or
services are deemed unique and/or desirable and (d) Company's management and
marketing skills and financial resources are envisioned to be a valuable asset
to the overall operation(s) (present and/or proposed) of the acquired firm(s) -
all with the ultimate objective of benefitting the Company's stockholders.
Reference is herewith made to Item 1 to aforesaid Form 10-KSB as well as to the
consolidated financial statements and notes thereto as contained therein which
summarize relevant information with respect to the Company's initial joint
venture with Biopharmaceutics, Inc. (entered into in September 1996) and its
subsequent acquisitions in November and December 1996 (of the subsidiaries
hereinafter referred to) as well as the various monetary and other obligations
assumed as a result thereof.
The consolidated financial statements include those of ABS Group Inc. and
its subsidiaries, Future Medical Technologies, Inc. ("FMT"), Marine Research
USA, Inc. ("MRUSA") and Marine Research Pty. Ltd. ("MRPL").
This discussion summarizes the significant factors affecting the
consolidated operating results, financial condition and liquidity/cash flows of
the Company as at quarter ended June 30, 1997 and year ended December 31, 1996
with respect to the Company's consolidated balance sheets and the comparative
three month periods ended June 30, 1997 and June 30, 1996 and six month periods
ended June 30, 1997 and June 30, 1996 (as well as the period from inception in
October 1988 through June 30, 1997) based upon information appearing in the
Company's consolidated statements of operations and related financial statements
and should be read in conjunction with such unaudited consolidated financial
statements.
The discussion appearing hereinafter with respect to the consolidated
statements of operations does not contain comparable information and no analysis
of same is being given herein since it is not properly susceptible to narrative
comparison by virtue of the fact that as heretofore indicated in Item 1 of the
Company's aforesaid Form 10-KSB for its year ended December 31, 1996, the
Company was basically inactive from the time that it discontinued operations in
1992 until the time that it was reactivated during late 1996. For reasons
comparable to those heretofore stated directly above, no comparable information
is provided herein with respect to the Company's consolidated balance sheet.
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1997
AND JUNE 30, 1996:
Quarters Ended June 30, 1997 and June 30, 1996
Sales for the three month period ended June 30, 1997 were $60,360 while
cost of sales amounted to $55,463 resulting in a gross margin for the three
month period ended June 30, 1997 of
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<PAGE> 13
$4,897. Expenses amount to $819,942 of which general and administrative expenses
of $759,149 accounted for approximately 93% thereof. See also note 4 to
unaudited financial statements, which note indicates that approximately 62% of
the aforesaid general and administrative expenses were directly attributable to
Company issuance of stock options to purchase shares of Company common stock at
exercise prices below market value. Primarily as a result of the above, the net
loss for the three month period ended June 30, 1997 was $(825,925) thereby
increasing the Company's deficit accumulated during development stage to
$(10,785,762) as at June 30, 1997.
As heretofore indicated the Company was inactive throughout the three
month period ended June 30, 1996.
Six Month Periods Ended June 30, 1997 and June 30, 1996
Sales for the six month period ended June 30, 1997 were $165,297 while
cost of sales amounted to $117,216 resulting in a gross margin for the six month
period ended June 30, 1997 of $48,081. Expenses amount to $1,049,456 of which
general and administrative expenses of $946,626 accounted for approximately 90%
thereof. As indicated in note 4 to the unaudited financial statements
accompanying this Form 10-QSB, approximately 50% of the aforesaid general and
administrative expenses were directly attributable to Company issuance of stock
options to purchase shares of Company common stock at exercise prices below
market value. Primarily as a result of the above, the net loss for the six month
period ended June 30, 1997 was $(1,061,196).
As heretofore indicated the Company was inactive throughout the six month
period ended June 30, 1996.
CONSOLIDATED BALANCE SHEETS AS AT JUNE 30, 1997:
Total assets of the Company at quarter ended June 30, 1997 were $2,292,584
of which a $866,493 investment in joint venture and $723,585
patents/intellectual property accounted for approximately 38% and 32% thereof.
Total current assets amounted to $282,270 while total current liabilities
amounted to $283,893 thereby creating a working capital deficit of $1,623.
The aforesaid current liabilities of $283,893 consisted of accounts
payable-trade of $255,560, the current portion of notes payable of $24,395 and
accrued interest of $3,938. The long term portion of such notes payable - to
wit: $200,000 is the only long term liability of the Company and, accordingly,
total liabilities as at June 30, 1997 amounted to $483,893.
As at June 30, 1997 the Company's accumulated deficit amounted to
$(10,785,762) while total stockholders' equity amounted to $1,702,653.
CASH REQUIREMENTS AND LIQUIDITY
During calendar year ended December 31, 1996, the Company had been able to
satisfy its cash requirements and raise the necessary capital in order to
finance its proposed growth and acquisition
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<PAGE> 14
program through the sale and issuance of approximately 470,000 shares of its
common stock for a cash consideration of $750,000. During the first quarter of
1997 the Company sold an additional 461,224 shares for cash consideration of
$1,135,595 while during the second quarter of 1997 it reported the sale of an
additional 55,204 shares for cash consideration of $113,010. The shares of
Company common stock referred to above were sold in accordance with certain
terms and conditions contained in Off-Shore Securities Subscription Agreements
and, accordingly, were sold outside the U.S., not as a registered public
offering but rather in reliance upon Regulation S of the General Rules and
Regulations under the Securities Act of 1933. All sales of securities pursuant
to Regulation S made during the first and second quarters of 1997 as referred to
directly above (and as amounting to an aggregate of 516,428 shares) have been
reported in Forms 8-K with dates of reports of January 16, February 5, March 10,
1997, April 14, 1997 and June 13, 1997 - each of which Forms 8-K were filed in a
timely manner in accordance with the relatively new rules governing transactions
of this nature.
In addition to the Regulation S transactions indicated directly above, the
Company further sold (pursuant to Off-Shore Securities Subscription Agreement
and Regulation S) an additional 25,000 shares of its common stock for cash
consideration of $50,000 and intends to report such transaction in a Form 8-K
with date of report of August 6, 1997.
The consolidated financial statements to the Company's Form 10-KSB for
calendar year ended December 31, 1996 indicated certain factors which created an
uncertainty about the Company's ability to continue as a going concern.
Notwithstanding such concerns and the net loss most recently incurred during the
quarter ended June 30, 1997 of $(825,925), Company management nevertheless
continues to believe that the Company will be able to continue its operations
through (a) the raising of additional capital through debt and/or equity
financing if necessary and/or (b) the belief that its operations (through
activities of its recently entered into joint venture and/or recently acquired
subsidiaries) will improve sufficiently so as to eventually generate sufficient
revenues so as to justify anticipated and on-going expenditures. No assurance
can, however, be given that such will be the case.
Other than as indicated herein or in its aforesaid Form 10-KSB for
calendar year ended December 31, 1996, the Company is not engaged (on its own)
in any product research and development nor does management currently
contemplate the purchase or sale of any plant or significant equipment. Any
significant change in the number of Company employees will be dependent, to a
significant degree, upon the status of its on-going joint venture and the
recently consummated acquisitions referred to herein.
EXPLANATION FOR AMENDMENT NO. 1
On or about September 19, 1997 the SEC requested that certain additional
information be provided in the Company's Form 10-QSB for its quarter ended June
30, 1997 as filed August 19, 1997. This filing is virtually identical to the
aforesaid 10-QSB with the only substantive addition being found in expanded Note
4 hereto (formerly Note 2) wherein financial information with respect to DBD
Company LLC is now included.
-14-
<PAGE> 15
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 as follows:
Form 8-K with date of report Apr. 14, 1997 - filed Apr. 29, 1997
Amendment No. 1 to Form 8-K with date of report Jan. 16, 1997 -
filed June 4, 1997
Amendment No. 1 to Form 8-K with date of report Mar. 10, 1997 -
filed June 4, 1997
Form 8-K with date of report June 13, 1997 - filed June 26, 1997
-15-
<PAGE> 16
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.
ABS GROUP INC.
By /s/ Emanuel A. Floor
-------------------------------
Emanuel A. Floor, President
Dated: October 15, 1997
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 50,995
<SECURITIES> 0
<RECEIVABLES> 60,941
<ALLOWANCES> 7,543
<INVENTORY> 158,377
<CURRENT-ASSETS> 282,270
<PP&E> 208,664
<DEPRECIATION> 16,313
<TOTAL-ASSETS> 2,292,584
<CURRENT-LIABILITIES> 283,893
<BONDS> 0
0
0
<COMMON> 384
<OTHER-SE> 1,702,269
<TOTAL-LIABILITY-AND-EQUITY> 2,292,584
<SALES> 165,297
<TOTAL-REVENUES> 165,297
<CGS> 117,216
<TOTAL-COSTS> 1,049,456
<OTHER-EXPENSES> 52,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,961
<INCOME-PRETAX> (1,061,196)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,061,196)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,061,196)
<EPS-PRIMARY> (0.30)
<EPS-DILUTED> (0.30)
</TABLE>
