856984--4/8/2009--AMERICAN_BIOGENETIC_SCIENCES

related topics

{interest, director, officer}

{stock, price, share}

{regulation, change, law}

{investment, property, distribution}

{acquisition, growth, future}

{stock, price, operating}

{control, financial, internal}

The Company, since emergence from bankruptcy, has very limited operations and resources. Since the Company has not currently selected a particular target industry or target business with which to complete a business combination, the Company is unable to currently ascertain the merits or risks of the business' operations. The Company may issue shares of the Company's common stock and preferred stock to complete a business combination, which would reduce the equity interest of the Company's stockholders and likely cause a change in control of the Company's ownership. It is likely that the Company's current officer and director will resign upon consummation of a business combination and the Company will have only limited ability to evaluate the management of the target business. The Company's officer and director may allocate his time to other businesses thereby causing conflicts of interest in his determination as to how much time to devote to the Company's affairs. This could have a negative impact on the Company's ability to consummate a business combination. The Company's officer and director is now, and may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by the Company and, accordingly, may have conflicts of interest in determining which entity a particular business opportunity should be presented to. It is probable that the Company will only be able to enter into one business combination, which will cause us to be solely dependent on such single business and a limited number of products, processes or services. The Company has limited resources and there is significant competition for business combination opportunities. Therefore, the Company may not be able to enter into or consummate an attractive business combination. The Company may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination. Additional financing requirements associated with compliance with reporting requirements under the Exchange Act. The Company's officer and director owns 69.80% of issued shares or common stock, a controlling interest in the Company, and thus may influence certain actions requiring stockholder vote. Reporting requirements may delay or preclude a business combination The Company's shares of common stock are quoted on the Pinksheets, which limits the liquidity and price of the Company's common stock. If the Company is deemed to be an investment company, the Company may be required to institute burdensome compliance requirements and the Company's activities may be restricted, which may make it difficult for the Company to enter into a business combination. The Company may be deemed to have no Independent Directors , actions taken and expenses incurred by our officer and director on behalf of the Company will generally not be subject to Independent Review . State blue sky registration; potential limitations on resale of the Company's common stock Our common stock is subject to the Penny Stock Rules of the SEC and the trading market in our common stock is limited, which makes transactions in our common stock cumbersome and may reduce the value of an investment in our common stock

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856984--4/8/2009--AMERICAN_BIOGENETIC_SCIENCES_INC