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UNITED STATES ý
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 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 0-19041 AMERICAN
BIOGENETIC SCIENCES, INC. 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 September 30,
2009, the Registrant had 217,747,909 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). PART I - FINANCIAL
INFORMATION ITEM 1. ITEM 2. ITEM 4. PART II - OTHER
INFORMATION ITEM 1. ITEM 2. ITEM 3. ITEM 4. ITEM 5. PART I - FINANCIAL INFORMATION ITEM
1. FINANCIAL STATEMENTS Back
to Table of Contents The Registrant's unaudited interim financial statements
are attached hereto. Unaudited
Interim Financial Statements ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION 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. They use of words such as
"anticipate," "estimate," "expect," "project,"
"intend," "plan," "believe," and other words and terms of
similar meaning in connection with any discussion of future operating or financial
performance. From time to time, we also may provide forward-looking statements in other
materials we release to the public. 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 interests of others. Change in Control following Bankruptcy The Bankruptcy Court authorized Park Avenue
Group to appoint new members to the Registrant's board of directors and management, and
the authority to change the Registrant's articles of incorporation with respect to the
capital stock of the Company. On November 29, 2005, the Registrant's board of directors
approved an amendment to the Registrant's articles of incorporation to (i) increase the
number of authorized shares of capital stock to 910,000,000 shares, including 900,000,000
shares of common stock, par value $0.0001, and 10,000,000 shares of preferred stock, par
value $0.0001. On November 8, 2005, Park Avenue Group appointed Richard
Rubin to the board of directors of the
Registrant, which then appointed Mr. Rubin to be chief executive officer and chief
financial officer of the Registrant. New Business
Objectives of the Registrant As
a result of the bankruptcy proceeding, the Registrant has no present operations and has
determined to direct its efforts and limited resources to pursue potential new business
opportunities. The Registrant does not intend to limit itself to a particular industry and
has not established any particular criteria upon which it shall consider and proceed with
a business opportunity. Following the Registrant's fiscal year ended December
31, 2001, its common stock has been subject to quotation on the pink sheets. There is
currently only a limited trading market in the Registrant's shares. There can be no
assurance that there will be an active trading market for our common stock. In the event
that an active trading market commences, there can be no assurance as to the market price
of our shares of common stock, whether any trading market will provide liquidity to
investors, or whether any trading market will be sustained. Registrant's
executive officer/director intends to devote such time as he deems necessary to carry out
the Registrant's affairs. The exact length of time required for the pursuit of any new
potential business opportunities is uncertain. No assurance can be made that the
Registrant will be successful in its efforts. We cannot project the amount of time that
our executive officer/director will actually devote to the Registrant's plan of operation. 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. 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. 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 and lack of operating history may make it difficult to
do 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 September 30, 2009, 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 effective as of the
date of filing this quarterly report. 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 In addition to the other
information set forth in this report, you should carefully consider the factors discussed
in Part I, Item 1. Description of Business, subheading Risk Factors in
our Annual Report on Form 10-K for the year ended December 31, 2008, which could
materially affect our business, financial condition or future results. The risks described
in our Annual Report on Form 10-K are not the only risks facing our company.
Additional risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial condition
and/or operating 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 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-QSB 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. 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. /s/ Richard
Rubin Financial
Statements for the three and nine-month periods ended September 30, 2009 and 2008 American Biogenetic Sciences, Inc. Assets Liabilities
and Stockholders' Deficiency American Biogenetic Sciences, Inc. AMERICAN BIOGENETIC SCIENCES, INC. 1. Basis of Presentation American Biogenetic Sciences, Inc. (the "Company",
We or "ABS") was incorporated in Delaware on September 1, 1983.
Prior to filing for bankruptcy under chapter 7, the Company engaged in the research,
development and production of bio-pharmaceutical products. The Financial Statements presented herein have been prepared by us in
accordance with the accounting policies described in our December 31, 2008 Annual Report
on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial
Statements which appear in that report. The preparation of these financial statements in conformity with
accounting principles generally accepted in the United States requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an on going
basis, we evaluate our estimates, including those related intangible assets, income taxes,
insurance obligations and contingencies and litigation. We base our estimates on
historical experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other
resources. Actual results may differ from these estimates under different assumptions or
conditions. In the opinion of management, the information furnished in this Form
10-Q reflects all adjustments necessary for a fair statement of the financial position and
results of operations and cash flows as of and for the three and nine-month periods ended
September 30, 2009 and 2008. All such adjustments are of a normal recurring nature. The
Financial Statements have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include some information and notes necessary to conform with annual
reporting requirements Fresh Start Accounting: On September 19, 2002 all of
the Companys assets were transferred to the chapter 7 trustee in settlement of all
outstanding corporate obligations. We adopted "fresh-start" accounting as of
September 20, 2002 in accordance with procedures specified by AICPA Statement of Position
("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under
the Bankruptcy Code." All results for periods subsequent to September 19, 2002 are referred
to as those of the "Successor Company". The results of operations and cash flows
as presented on the 2002 financial statements reflect the predecessor company. The
successor company had no transactions between September 19 and the end of the reporting
period, December 31, 2002. In accordance with SOP No. 90-7, the reorganized value of the Company
was allocated to the Company's assets based on procedures specified by SFAS No. 141,
"Business Combinations". Each liability existing at the plan sale date, other
than deferred taxes, was stated at the present value of the amounts to be paid at
appropriate market rates. It was determined that the Company's reorganization value
computed immediately before September 20, 2002 was $0. We adopted "fresh-start"
accounting because holders of existing voting shares immediately before filing and
confirmation of the sale received less than 50% of the voting shares of the emerging
entity and its reorganization value is less than its post-petition liabilities and allowed
claims. The accounts of the former subsidiaries were not included in the sale
and have not been carried forward. 2. Bankruptcy Proceedings On September 19, 2002, the Registrant filed a voluntary Chapter 7
petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court Eastern District of
New York (case no. 02-86689). On November 4, 2005, the Bankruptcy Court approved an Order
confirming the sale of debtor's interest in personal property to Park Avenue Group Inc.
The material terms of the transaction confirmed by Bankruptcy Court authorized Park Avenue
Group to appoint new members to the Registrant's board of directors and authorized the
newly-appointed board of directors to amend the Article of Incorporation with respect to
the capital stock of the Company. The accounts of the former subsidiaries were not included in the sale
and have not been carried forward. Resultant Change in Control: In connection with the Order
confirming the sale of debtor's interest in certain intangible personal property to Park
Avenue Group Inc. approved by the U.S. Bankruptcy Court Eastern District of New York on
November 4, 2005, the Court authorized a change in control pursuant to which Richard Rubin
became our sole director on November 29, 2005, and was appointed CEO by the new board of
directors on November 29, 2005. The Court order further provided that the sale was free
and clear of liens, claims and interests of others and that the sale was free and clear of
any and all other real or personal property interests, including any interests in
ABSs subsidiaries. 3. Earnings/Loss Per Share Basic earnings per share is computed by dividing income available to
common shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume that any
dilutive convertible securities outstanding were converted, with related preferred stock
dividend requirements and outstanding common shares adjusted accordingly. It also assumes
that outstanding common shares were increased by shares issuable upon exercise of those
stock options for which market price exceeds the exercise price, less shares which could
have been purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion of any
other potential shares outstanding would be anti-dilutive. 4. New Accounting Standards In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days
following the SECs approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, The Meaning of Present Fairly in Conformity With
Generally Accepted Accounting Principles. Our Company is currently evaluating the
impact of SFAS 162 on its financial statements but does not expect it to have a material
effect. In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards CodificationTM
and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168). SFAS
168 establishes the FASB Accounting Standards CodificationTM (the
Codification) as the single source of authoritative U.S. GAAP recognized by
the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP
for SEC registrants. When effective, the Codification will supersede all existing non-SEC
accounting and reporting standards. All other non-grandfathered non-SEC accounting
literature not included in the Codification will become non-authoritative. Following SFAS
168, the FASB will not issue new standards in the form of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue
Accounting Standards Updates, which will serve only to: (a) update the Codification; (b)
provide background information about the guidance; and (c) provide the bases for
conclusions on the change(s) in the Codification. SFAS 168 and the Codification are
effective for financial statements issued for interim and annual periods ending after
September 15, 2009. The Company has evaluated this new statement and has determined that
it will not have a significant impact on the determination or reporting of its financial
results. In May 2009, the FASB issued SFAS No. 165, Subsequent
Events ("SFAS 165"). SFAS 165 establishes guidance related to
accounting for and disclosure of events that happen after the date of the balance sheet
but before the release of the financial statements. SFAS 165 is effective for
reporting periods ending after June 15, 2009. The Company adopted SFAS 165 on
June 30, 2009. SFAS 165 affects disclosures only. Management does not anticipate that the adoption of these standards
will have a material impact on the financial statements 5. Related Party Transactions not Disclosed Elsewhere: Due Related Parties: Amounts due related parties consist of corporate reinstatement
expenses paid by the principal shareholder, cash advances made to the company as well as
the fair value of services provided without cost and the use of office space provided
without cost. Such items totaled $76,602 at September 30, 2009. We expensed the fair value
of services by an accrual of $9,000 and $27,000 for the three and nine month interim
periods ended September 30, 2009.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
________________________________
(Exact Name Of Registrant
As Specified In Its Charter)
Delaware
11-2655906
(State of Incorporation)
(I.R.S. Employer
Identification No.)
40
Wall Street, 28th Floor
10005
(Address of Principal
Executive Offices)
(ZIP Code)
Large accelerated
filer ¨
Accelerated filer ¨
Non-Accelerated
filer ¨
Smaller reporting
company x
Item
Description
Page
3
3
ITEM 3.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6
6
6
ITEM 1A.
RISK FACTORS
6
6
6
6
6
ITEM 6.
EXHIBITS
6
Description
31
Certification of CEO/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
Certification of CEO/CFO
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Richard Rubin
CEO, CFO and Chairman
Dated: November 13, 2009
September
30, 2009
December
31, 2008
(Unaudited)
Current assets:
Cash
$
11
$
0
Prepaid expenses
0
0
Total current assets
11
0
Total assets
$
11
$
0
Current liabilities:
Accounts payable -
trade
$
5,000
$
1,500
Advances from and
accruals due to related parties
76,602
48,956
Total current liabilities
81,602
50,456
Stockholders' deficiency:
Common stock, 900,000,000
shares authorized, $0.0001 par value;
217,747,909
shares issued and outstanding at September 30, 2009; and
217,747,909
shares issued and outstanding at December 31, 2008
21,775
21,775
Additional paid-in
capital
24,525
24,525
Accumulated
deficit
(127,891)
(96,756)
Total
stockholders' deficiency
(81,591)
(50,456)
Total liabilities and stockholders' deficiency
$
11
$
0
See
notes to unaudited interim financial statements.
American
Biogenetic Sciences, Inc.
Statement of Operations
Three Months
Three Months
Nine Months
Nine Months
Ended
Ended
Ended
Ended
September 30, 2009
September 30, 2008
September 30, 2009
September 30, 2008
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Revenue
$
0
$
0
$
0
$
0
Costs and expenses:
General and administrative
10,030
9,527
31,135
30,545
Interest
0
0
0
0
Total costs and expenses
10,030
9,527
31,135
30,545
Net loss
$
(10,030)
$
(9,527)
$
(31,135)
$
(30,545)
Basic and diluted per shares amounts:
Basic and diluted net loss
$
(0.00)
$
(0.00)
$
(0.00)
$
(0.00)
Weighted average shares outstanding:
Basic and diluted
217,747,909
217,747,909
217,747,909
217,640,420
See notes to unaudited interim
financial statements.
Nine Months
Nine Months
Ended
Ended
September 30, 2009
September 30, 2008
(Unaudited)
(Unaudited)
Cash flows from operating activities:
Net income (loss)
$
(31,135)
(30,545)
Adjustment required to reconcile net income
(loss) to cash used in operating activities:
Fair value of expenses provided
from related parties
27,000
27,000
Expenses paid by related party
-
2,500
Increase (decrease) in accounts
payable and accrued expenses
3,500
500
Cash
flows used by operating activities
$
(635)
(545)
Cash flows from investing
activities:
Cash
used in investing activities
0
0
Cash flows from financing activities:
Proceeds from the issuance of
common stock
0
500
Advances from related parties
646
40
Cash
provided by financing activities
646
540
Change in cash
10
(5)
Cash - beginning of period
21
23
Cash - end of period
$
11
$
18
See notes to
unaudited interim financial statements.
Notes to Unaudited Interim Financial Statements
September 30, 2009
I, Richard Rubin, certify that:
1. I have reviewed this quarterly report of American Biogenetic Sciences, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4. The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as 4efined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the issuer's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting; and
5. The issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether r not material, that involves management or other employees who have a significant role in the issuer's internal control over financial reporting.
Date: November 13, 2009
/s/ Richard Rubin
CEO, CFO and Chairman
Exhibit 32
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of American Biogenetic Sciences, Inc. (the Company) on Form 10-Q for the period ended September 30, 2009 (the Report), as filed with the Securities and Exchange Commission on the date hereof, I, Richard Rubin, CEO and CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
/s/ Richard Rubin
CEO, CFO and Chairman
Dated: November 13, 2009
A signed original of this written statement required by Section 906 has been provided to American Biogenetic Sciences, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.