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EX-32 - EXHIBIT 32.1 - USA EQUITIES CORP.exh32_1.htm
EX-32 - EXHIBIT 32.2 - USA EQUITIES CORP.exh32_2.htm
EX-31 - EXHIBIT 31.1 - USA EQUITIES CORP.exh31_1.htm
EX-31 - EXHIBIT 31.2 - USA EQUITIES CORP.exh31_2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-Q
________________________________

ý                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

 

Commission file number 0-19041

 

AMERICAN BIOGENETIC SCIENCES, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Delaware 11-2655906
(State of Incorporation) (I.R.S. Employer Identification No.)
       
79 East Putnam Ave, Greenwich, CT 06830
(Address of Principal Executive Offices) (ZIP Code)

Registrant's Telephone Number, Including Area Code: (212) 400-7198

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

On August 19, 2015, the Registrant had 5,988,740 shares of common stock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ¨ Accelerated filer ¨ Non-Accelerated filer ¨ Smaller reporting company x




 

TABLE OF CONTENTS

Item
Description
Page

PART I - FINANCIAL INFORMATION

 
ITEM 1.    FINANCIAL STATEMENTS. 3
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION. 8
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 10
ITEM 4.    CONTROLS AND PROCEDURES. 10
   

PART II - OTHER INFORMATION

   
ITEM 1.    LEGAL PROCEEDINGS. 10
ITEM 1A.    RISK FACTORS. 10
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 11
ITEM 3.    DEFAULT UPON SENIOR SECURITIES. 11
ITEM 4.    MINE SAFETY DISCLOSURE. 11
ITEM 5.    OTHER INFORMATION. 11
ITEM 6.    EXHIBITS. 11

 

 



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

    Balance Sheets - June 30, 2015 (Unaudited) and December 31, 2014 3
    Statements of Operations - Three and Six Months Ended June 30, 2015 and 2014 (Unaudited) 4
    Statements of Cash Flows - Six Months Ended June 30, 2015 and 2014 (Unaudited) 5
Notes to Unaudited Interim Financial Statements 6

 

American Biogenetic Sciences, Inc.
Balance Sheets
Back to Table of Contents
  June 30, 2015
 (Unaudited)
December 31, 2014

ASSETS

 
    Total Assets $ 0 $ 0
 

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Accounts payable - trade $ 8,655 $ 12,800
   Accrued interest expenses 56,021 50,310
   Convertible notes, 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' Deficit:
 
Preferred stock, 10,000,000 shares authorized, $0.0001 par value;
     none issued and outstanding 0 0
Common stock, 900,000,000 shares authorized, $0.0001 par value;
     1,088,740 shares issued and outstanding at June 30, 2015 and December 31, 2014 109 109
   Additional paid-in capital 46,191 46,191
   Accumulated deficit (483,939) (459,466)
     Total Stockholders' Deficit (437,639) (413,166)
 
       Total Liabilities and Stockholders' Deficit $ 0 $ 0
 
See notes to unaudited interim financial statements.

American Biogenetic Sciences, Inc.
Statements of Operations
Back to Table of Contents
   
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2015 June 30, 2014 June 30, 2015 June 30, 2014
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
 
Revenue $ 0 $ 0 $ 0 $ 0
 
Costs and expenses:
   General and administrative 11,024 6,875 18,762 14,375
   Interest expense 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
 
See notes to unaudited interim financial statements.

American Biogenetic Sciences, Inc.

Statements of Cash Flows

Back to Table of Contents
Six Months Six Months
Ended Ended
                June 30, 2015 June 30, 2014
  (Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (24,473) $ (20,117)
Adjustment required to reconcile net loss to cash used in operating activities:
   Fair value of services provided by related parties 0 10,000
   Increase in accounts payable and accrued expenses 1,566 2,117
    Cash flows used in operating activities $ (22,907) (8,000)
 
Cash flows from financing activities:
   Proceeds of related party borrowing 22,907 8,000
     Cash provided by financing activities 22,907 8,000
 
     Change in cash 0 0
Cash - beginning of period 0 0
Cash - end of period $ 0 $ 0
 

See notes to unaudited interim financial statements.


AMERICAN BIOGENETIC SCIENCES, INC.
Notes to Unaudited Interim Financial Statements
June 30, 2015
Back to Table of Contents

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

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

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," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2015. These financial instruments include accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values.

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," which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

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 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", we evaluated the holder's non-detachable conversion right provision and liquidated damages clause, contained in the terms governing the note to determine whether the features qualify as an embedded derivative instruments at issuance. Such non-detachable conversion right provision and liquidated damages clause did not need to be accounted as derivative financial instruments.

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 $3,500 during the three months ended June 30, 2015. As of June 30, 2015, $4,000 is outstanding in accounts payable.

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: Amounts due to related parties consist of cash advances received from our controlling shareholder. Such items due totaled $41,282 at June 30, 2015 and $18,375 at December 31, 2014.

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.

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.

 


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS Back to Table of Contents

Some of the statements contained in this quarterly report of American Biogenetic Sciences, Inc., a Delaware corporation discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions.

General Background

American Biogenetic Sciences, Inc., a Delaware corporation, is sometimes referred to herein as "we", "us", "our", "Company" and the "Registrant". The Registrant was formed in 1983 for the purpose of researching, developing and marketing cardiovascular and neurobiology products for commercial development and distributing vaccines. The Registrant's products were designed for in vitro and in vivo diagnostic procedures and therapeutic drugs, and its products had been identified for use in the treatment of epilepsy, migraine and mania, neurodegenerative diseases, coronary artery diseases and cancer. The Registrant commenced selling its products during the last quarter of 1997 but did not generate any sufficient revenues from operations to fund its operating expenses.

On September 19, 2002, the Registrant filed a petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York. On November 4, 2005, the Bankruptcy Court approved an order authorizing a change in control and provided that the Company, subsequent to the bankruptcy proceeding, is free and clear of all liens, claims and other obligations.

On August 13, 2010, the Registrant's sole officer/director, who was also the principal shareholder, transferred and assigned his controlling stock position to an unrelated third party but remained as the Registrant's sole officer and director. On December 31, 2013, the convertible note to our sole officer/director was formally assigned to our controlling shareholder. See Note 4 to the Notes to Unaudited Interim Financial Statements.

On May 27, 2015, the board of directors of the Registrant appointed Mr. Troy Grogan to the Registrant's board of directors and, at the same time, appointed Mr. Grogan to serve as the Registrant's chief financial officer. Mr. Grogan has been a principal shareholder of the Registrant since August 2010. Prior to Mr. Grogan's appointment, Mr. Richard Rubin had been the Registrant's sole executive officer and director. Mr. Rubin will continue to serve as the Registrant's chief executive officer and as chairman of the board of directors.

On April 17, 2015, the Company organized a subsidiary, USA Equity Trust, Inc.; in Delaware for the purpose of acquiring real estate. To date, the control shares of not been issued.

Plan of Operation

We have no present operations or revenues and our current activities are related to seeking new business opportunities, including seeking an acquisition or merger with an operating company. If our management seeks to acquire another business or pursue a new business opportunity, it would have substantial flexibility in identifying and selecting a prospective business. Registrant would not be obligated nor does management intend to seek pre-approval from our shareholders. Under the laws of the State of Delaware, the consent of holders of a majority of the issued and outstanding shares, acting without a shareholders' meeting, can approve an acquisition.

The Registrant is entirely dependent on the judgment of its executive officer/director in connection with pursuing a new business opportunity or a selection process for a target operating company. In evaluating a prospective new business opportunity or an operating company, he would consider, among other factors, the following: (i) costs associated with effecting a transaction; (ii) equity interest in and opportunity to control the prospective candidate; (iii) growth potential of the target business; (iv) experience and skill of management and availability of additional personnel; (v) necessary capital requirements; (vi) the prospective candidate's competitive position; (vii) stage of development of the business opportunity; (viii) the market acceptance of the business, its products or services; (ix) the availability of audited financial statements of the potential business opportunity; and (x) the regulatory environment that may be applicable to any prospective business opportunity.

The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

Results of Operations during the three-month period ended June 30, 2015, as compared to the three-month period ended June 30, 2014

We have not generated any revenues during the three months ended June 30, 2015 and 2014. We had operating expenses related to general and administrative expenses, being a public company, and interest expense. During the three months ended June 30, 2015, we incurred a net loss of $13,895 due to general and administrative expenses of $11,024 and interest expense of $2,871 compared to a net loss during the three months ended June 30, 2014 of $9,793 mainly to general and administrative expenses of $6,875 and interest expense of $2,918.

Our general and administrative expenses increased by $4,149 or 60% during the three months ended June 30, 2015 as compared to the same period in the prior year mainly due to an increase in professional fees.

Results of Operations during the six-month period ended June 30, 2015 as compared to the six-month period ended June 30, 2014

We have not generated any revenues during the six months ended June 30, 2015 and 2014. We had operating expenses related to general and administrative expenses, being a public company, and interest expense. During the six months ended June 30, 2015, we incurred a net loss of $24,473 due to general and administrative expenses of $18,762 and interest expense of $5,711 compared to a net loss during the six months ended June 30, 2014 of $20,117 due to general and administrative expenses of $14,375 and interest expense of $5,742.

Our general and administrative expenses increased by $4,387 or 31% during the six months ended June 30, 2015 as compared to the same period in the prior year mainly due to an increase in professional fees.

Liquidity and Capital Resources

We will use our limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, our shareholders will experience a dilution in their ownership interest in the Registrant. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.

On June 30, 2015, we had no assets and had total current liabilities of $437,639 consisting of $8,655 in accounts payable, two convertible notes of $331,681, $56,021 in accrued interest and $41,282 in advances from our control shareholder.

On December 31, 2014, we had no assets and had total liabilities of $413,166 consisting of accounts payable of $12,800, accrued interest expenses of $50,310, two short-term convertible notes of $331,681; and advances and accruals from a related party of $18,375.

We financed our negative cash flows from operations of $22,907 during the six months ended June 30, 2015, which was due to a net loss of $24,473 offset by an increase in account payable and accrued expenses of $1,566 through related party borrowings of $22,907.

We financed our negative cash flows from operations of $8,000 during the six months ended June 30, 2014, which was due to a net loss of $20,117 offset by $10,000 in fair value of services provided by a related party and an increase in accounts payable and accrued expenses of $2,117 through related party borrowings of $8,000.

In connection with our plan to seek new business opportunities and/or effecting a business combination, we may determine to seek to raise funds from the sale of restricted stock or debt securities. We have no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all.

There are no limitations in our articles of incorporation on our ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. Our limited resources may make it difficult to borrow funds or raise capital. Our inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on our financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of June 30, 2015, the Company's chief executive officer/chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer/chief financial officer concluded that our disclosure controls and procedures were not effective as of the date of filing this quarterly report due to lack of an oversight committee and a lack of segregation of duties. Management will consider the need to add personnel and implement improved review procedures.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS Back to Table of Contents

None.

ITEM 1A. RISK FACTORS Back to Table of Contents

You should carefully consider the Risk Factors in our Annual Report for the year ended December 31, 2014, which could materially affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. MINE SAFETY DISCLOSURE Back to Table of Contents

None.

ITEM 5. OTHER INFORMATION Back to Table of Contents

None.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.

Description
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

AMERICAN BIOGENETIC SCIENCES INC.
By: /s/ Richard Rubin
Richard Rubin
Chief Executive Officer
(Principal Executive Officer)
Date: August 19, 2015

By: /s/ Troy Grogan
Troy Grogan
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: August 19, 2015

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Richard Rubin
Richard Rubin
Chairman
Date: August 19, 2015

By: /s/ Troy Grogan
Troy Grogan
Director
Date: August 19, 2015