Document and Entity Information
Document and Entity Information - Jun. 30, 2015 - USD ($) | Total |
Document and Entity Information: | |
Entity Registrant Name | American Biogenetic Sciences Inc. |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2015 |
Trading Symbol | maba |
Amendment Flag | false |
Entity Central Index Key | 856,984 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 1,088,740 |
Entity Public Float | $ 54,000 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q2 |
American Biogenetic Sciences, I
American Biogenetic Sciences, Inc. - Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Current assets: | |||
Cash | $ 0 | $ 0 | |
Total current assets | 0 | 0 | |
Total Assets | 0 | 0 | |
Current Liabilities: | |||
Accounts payable - trade | 8,655 | 12,800 | |
Accrued interest expenses | 56,021 | 50,310 | |
Convertible note, related party | 331,681 | 331,681 | |
Advances from and accruals due to related party | 41,282 | 18,375 | |
Total current liabilities | 437,639 | 413,166 | |
Total liabilities | $ 437,639 | $ 413,166 | |
Stockholders' deficiency: | |||
Preferred stock | [1] | ||
Common stock | [2] | $ 109 | $ 109 |
Additional paid in capital | 46,191 | 46,191 | |
Accumulated deficit | (483,939) | (459,466) | |
Total Stockholders' Deficiency | (437,639) | (413,166) | |
Total Liabilities and Stockholders' Deficiency | $ 0 | $ 0 | |
[1] | $0.0001 par value; 10,000,000 shares authorized; none issued | ||
[2] | $0.0001 par value; 100,000,000 shares authorized; 1,088,740 issued and outstanding at June 30, 2015 and December 31, 2014 |
American Biogenetic Sciences, 3
American Biogenetic Sciences, Inc. - Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statements of Operations | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Costs and expenses: | ||||
General and administrative | 11,024 | 6,875 | 18,762 | 14,375 |
Interest expenses | 2,871 | 2,918 | 5,711 | 5,742 |
Total costs and expenses | 13,895 | 9,793 | 24,473 | 20,117 |
Net loss | $ (13,895) | $ (9,793) | $ (24,473) | $ (20,117) |
Basic and diluted per share amounts: | ||||
Basic and diluted net loss | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
Weighted average shares outstanding | ||||
Basic and diluted | 1,088,740 | 1,088,740 | 1,088,740 | 1,088,740 |
American Biogenetic Sciences, 4
American Biogenetic Sciences, Inc. - Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (24,473) | $ (20,117) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Fair value of services provided by related parties | 0 | 10,000 |
(Increase) decrease in current assets | ||
Increase (decrease) in accounts payable and accrued expenses | 1,566 | 2,117 |
Cash flows used by operating activities | (22,907) | (8,000) |
Cash flows from investing activities: | ||
Cash used in investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Procceds from related party borrowings | 22,907 | 8,000 |
Cash generated by financing activities | 22,907 | 8,000 |
Change in cash | $ 0 | $ 0 |
Cash - beginning of period | 0 | 0 |
Cash - end of period | 0 | 0 |
Note 1. The Company
Note 1. The Company | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 1. The Company | Note 1. The Company American Biogenetic Sciences, Inc. (the "Company", We or the "Registrant") was incorporated in Delaware on September 1, 1983. Prior to ceasing its operations in 2002, the Company was engaged in the research, development and production of bio-pharmaceutical products. On September 19, 2002, the Registrant filed for bankruptcy under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Eastern District of New York. On November 4, 2005, the Company emerged from Bankruptcy Court. On August 13, 2010, the Company's sole officer/director transferred and assigned his control stock position to an unrelated third party but remained as the Company's sole executive officer/director. On April 14, 2015, the Company incorporated a subsidiary in Delaware for the purpose of acquiring real estate. To date, the control shares have not been issued. |
Note 2. Going Concern
Note 2. Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 2. Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses, has negative operational cash flows and has no revenues. The future of the Company is dependent upon Management's success in its efforts and limited resources to pursue and effect a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty. |
Note 3. Basis of Presentation
Note 3. Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 3. Basis of Presentation | Note 3. Basis of Presentation The Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. In the opinion of management, the accompanying unaudited financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and the accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2014. The accounting policies are described in the Notes to the Financial Statements in the 2014 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Accounting Policies Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. Fair Value of Financial Instruments: ASC #825, "Disclosures about Fair Value of Financial Instruments," Earnings per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of June 30, 2015 or 2014. Income Taxes: The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2015 and 2014. The Company has net operating losses of about $483,939, which begin to expire in 2026. Impact of recently issued accounting standards In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company provides the disclosures required by ASU 2014-15. There were no other new accounting pronouncements that had a significant impact on the Company's operating results or financial position. |
Note 4. Convertible Notes To Re
Note 4. Convertible Notes To Related Party | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 4. Convertible Notes To Related Party | Note 4. Convertible Notes to Related Party On October 2, 2009, we issued a convertible promissory note in the amount of $76,000 to our sole officer/director. The note bears interest at the rate of 12% per annum until paid or the note and accrued interest is converted into shares of the Company's common stock at a conversion price of $0.001. The convertible note was issued in consideration of cash advances made and for services provided to the Company by the sole officer/director, who was also the Company's controlling shareholder. On August 13, 2010, the Company's sole officer/director transferred and assigned his controlling stock position to an unrelated third party but remained as the Company's sole executive officer/director. In connection with the August 2010 change in control, the convertible note payable to sole officer/director together with accrued interest was also verbally assigned to the new controlling shareholder. A written agreement was entered into between the Company and the controlling shareholder on December 31, 2013 to assign the $76,000 convertible promissory note to the controlling shareholder. On July 31, 2015, our CFO and control shareholder converted $2,500 in principal amount of this note into 2,500,000 restricted shares of common stock. The Company will record an interest expense charge of $622,500 during the three month ended September 30, 2015 in relation to the conversion of the $2,500 in principal amount. On December 31, 2013, we issued a convertible promissory note in the amount of $255,681 to our controlling shareholder. The note bears interest at the rate of 1% per annum until paid or the note and accrued interest is converted into shares of the Company's common stock at a conversion price of $0.25 per share. The Company does not expect to record an expense related to the difference between fair market price of its common stock and conversion price of this note during the quarter due to the lack of marketability of its common stock. The Company believes that the conversion of $0.25 presently represents the fair market value of its common stock. The note was issued in consideration of cash advances made and for services provided to the Company by its former sole officer/director and an entity controlled by our sole officer/director, who was also the Company's previous controlling shareholder. In accordance Accounting Standard Codification ("ASC #815"), " Accounting for Derivative Instruments and Hedging Activities |
Note 5. Related Party Transacti
Note 5. Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 5. Related Party Transactions | Note 5. Related Party Transactions Fair value of services: An entity controlled by the Company's CEO provided corporate securities compliance services to the Company valued at $10,000 during the six-month period ended June 30, 2014, which was recorded as accrued expenses and is reflected in the statement of operations as general and administrative expenses. Due Related Parties: |
Note 6. Commitments and Conting
Note 6. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 6. Commitments and Contingencies | Note 6. Commitments and Contingencies There are no pending or threatened legal proceedings as of June 30, 2015. The Company has no non-cancellable operating leases. |
Note 7. Subsequent Event
Note 7. Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Notes | |
Note 7. Subsequent Event | Note 7. Subsequent Event On July 31, 2015, the Company through its Delaware subsidiary, USA Equities Trust, Inc., completed an Asset Purchase Agreement with an unaffiliated third party, Green US Builders, Inc., a Delaware corporation (the "Seller") for the purchase of a mixed-used investment property located in Bridgeport, CT (the "Property") consisting of five retail stores and five apartments. In consideration for the Property, the Company issued 2,400,000 restricted shares valued at $0.50 for a total of $1,200,000 to the Seller. To date, the control shares of the subsidiary have not been issued. On July 31, 2015, our CFO and control shareholder converted $2,500 in principal amount of the $76,000 note into 2,500,000 restricted shares of common stock. The Company will record an interest expense charge of $622,500 during the three month ended September 30, 2015 in relation to the conversion of the $2,500 in principal amount. |
Note 3. Basis of Presentation_
Note 3. Basis of Presentation: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Use of Estimates: | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. |
Note 3. Basis of Presentation13
Note 3. Basis of Presentation: Cash and Cash Equivalents (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Cash and Cash Equivalents: | Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents. |
Note 3. Basis of Presentation14
Note 3. Basis of Presentation: Fair Value of Financial Instruments (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: ASC #825, "Disclosures about Fair Value of Financial Instruments," |
Note 3. Basis of Presentation15
Note 3. Basis of Presentation: Earnings Per Common Share (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Earnings Per Common Share: | Earnings per Common Share: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of issued and outstanding preferred stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding as of June 30, 2015 or 2014. |
Note 3. Basis of Presentation16
Note 3. Basis of Presentation: Income Taxes (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Income Taxes: | Income Taxes: The Company accounts for income taxes in accordance with ASC #740, "Accounting for Income Taxes," ASC 740 also clarifies the accounting for uncertainty in tax positions. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed "more-likely-than-not" to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns. Tax years subsequent to 2005 remain open to examination by U.S. federal and state tax jurisdictions. Management of the Company is not aware of any additional needed liability for unrecognized tax benefits at June 30, 2015 and 2014. The Company has net operating losses of about $483,939, which begin to expire in 2026. |
Note 3. Basis of Presentation17
Note 3. Basis of Presentation: Impact of Recently Issued Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Policies | |
Impact of Recently Issued Accounting Standards | Impact of recently issued accounting standards In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"), an amendment to FASB Accounting Standards Codification ("ASC") Topic 205, Presentation of Financial Statements. This update provides guidance on management's responsibility in evaluating whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This ASU 2014-15 is effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company provides the disclosures required by ASU 2014-15. There were no other new accounting pronouncements that had a significant impact on the Company's operating results or financial position. |