UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-KSB/A  xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2007  oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934-  Commission file number 1-16291  Abviva, Inc. (Exact name of small business issuer as specified in its charter)  Nevada26-1327790(State or other jurisdiction of incorporation or organization)(I.R.S Employer Identification No.)  10940 Wilshire Boulevard, Suite 600Los Angeles, California90024(Address of principal executive offices)(Zip Code)  (310) 443-4102 (Issuers telephone number)   Securities registered pursuant to Section 12(b) of the Exchange Act: Common stock, $0.0001`  Securities registered pursuant to Section 12(g) of the Exchange Act: None  Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNo x  The issuer's revenues for its most recent fiscal year ended December 31, 2007. $-0-   1    The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and ask price, as of April 9, 2008 was $2,127,583 based on a share value of $0.04.  The number of shares of Common Stock, $0.0001 par value, outstanding on April 9, 2008 was 107,154,692 shares.  DOCUMENTS INCORPORATED BY REFERENCE  Item 4 incorporates information from certain portions of the registrants definitive proxy statement for the 2007 annual meeting of shareholders that was held on September 12, 2007.  Transitional Small Business Disclosure Format (check one): Yes o No x   2     Index to Report on Form 10-KSB  PART IPage(s)Item 1.Description of Business2Item 2.Description of Property14Item 3.Legal Proceedings14Item 4.Submission of Matters to a Vote of Security Holders14PART IIItem 5.Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities14Item 6.Plan of Operation20Item 7.Financial Statements35Item 8.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure35Item 8A.Controls and Procedures35Item 8B.Other Information37PART IIIItem 9.Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange Act37Item 10.Executive Compensation42Item 11.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters46Item 12.Certain Relationships and Related Transactions, and Director Independence48Item 13.Exhibits49Item 14.Principal Accountant Fees and Services52   FORWARD-LOOKING STATEMENTS  This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.  Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking  3    statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:  · our current lack of working capital; · our ability to efficiently finalize our corporate restructuring; · increases in interest rates or our cost of borrowing or a default under any material debt    agreements; · our ability to commence generating revenues through the commercialization of Mammastatin Serum Assay and PDLs BSE Rapid Assay for Mad Cow Disease; · adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; · inability to efficiently manage our operations; · our ability to raise adequate debt or equity financing; · our ability to attract and retain key personnel; · inability to achieve future sales levels or other operating results; · the unavailability of funds for capital expenditures; and · operational inefficiencies in distribution or other systems.  In this form 10-KSB references to Abviva, the Company, we, us, and our refer to Abviva, Inc. and its wholly owned operating subsidiary, Biomedical Diagnostics, LLC.   AVAILABLE INFORMATION  We file annual, quarterly and special reports and other information with the SEC that can be inspected and copied at the public reference facility maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also available through the SEC's Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC's website (www.sec.gov). Copies of such materials may also be obtained by mail from the public reference section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549-0405 at prescribed rates.   PART I  ITEM 1. DESCRIPTION OF BUSINESS  (a) Business Overview  We were originally incorporated in the State of New York under the name of Flexx Realm, Inc. on September 19, 1994. On November 3, 1998, we changed our name to BioLabs, Inc. and changed our focus to biomedical research. At this time we entered into a joint venture with Biotherapies, Inc. On November 28, 2000, we began doing business as Genesis Bioventures, Inc., and on October 29, 2001 we formally amended our charter to change our name. On November 30, 2001, we entered into a Purchase Agreement with Biotherapies, Inc., a Michigan corporation, whereby we acquired Biotherapies 50% interest, in Biomedical Diagnostics, LLC, (Biomedical Diagnostics), a Michigan limited liability company. At the time we owned the other 50% interest. Consequently, Biomedical Diagnostics became our wholly-owned subsidiary. On October 30, 2007 the Company re-domiciled from New York to Nevada.  On November 2, 2007 the Company amended its Articles of Incorporation to change its name to Abviva, Inc.  In addition to Biomedical Diagnostics, we currently have approximately a 38% equity interest in Prion Developmental Laboratories, Inc. (PDL), a private Delaware company specializing in development of rapid and inexpensive tests to detect prion diseases such as Mad Cow disease and Chronic Wasting Disease. We  4    originally became involved with PDL as a result of an Investment Agreement in 2000 and since that time have continued to invest funds, increasing our equity interest.  (b) Business of Issuer  Abviva, Inc. (Abviva), a Nevada corporation, with its administrative offices located in Los Angeles, California, is a biomedical corporation focused on the development and commercialization of breast cancer diagnostic and therapeutic products derived from a human biological secreted protein, Mammastatin, that demonstrated strong anti-breast cancer growth inhibitory effects in human breast cancer cell cultures and demonstrated positive regression of breast cancer in women treated under Compassionate Use with an early form of a therapeutic protein derived from the natural mammastatin protein.  Abviva, Inc. (Abviva) is commercializing a novel breast cancer diagnostic technology licensed from the University of Michigan. The Mammastatin Serum Assay (MSA) is a breast cancer diagnostic risk assessment test developed by Abvivas wholly owned subsidiary, Biomedical Diagnostics, LLC, (BDx) that demonstrated women with high levels of the secreted protein appear to be protected against developing breast cancer.   The MSA also demonstrated that women with breast cancer had no detectable levels of Mammastatin or very low levels.  The MSA will initially be offered as a CLIA certified clinical laboratory service test to physicians and clinics through BDx.  Abviva is a public company currently traded on the OTCBB exchange under the ticker symbol AVVA.OB.  Abviva has the exclusive option to develop cancer therapeutic products from the patented Mammastatin technology. An early mammastatin protein therapy demonstrated positive response in several Stage IV refractory breast cancer patients who were treated under Compassionate Use.  The Company sees unique commercial synergy with its MSA diagnostic test and intends to pursue developing a breast cancer therapeutic product.  Abviva continues to hold a minority interest in Prion Developmental Laboratories, Inc. (PDL) resulting from investments made by its predecessor company Genesis Bioventures, Inc.,   Consistent with its completed restructuring, the Company intends to acquire the remaining majority interest in PDL and seek strategic alternatives for PDL that can result in accretive benefit to Abviva and its shareholders and investors.   PDL developed rapid and inexpensive diagnostic tests to detect Transmissible Spongiform Encephalopathies, such as Mad Cow Disease in cattle.  Abviva currently holds a 38% equity interest in PDL.  On November 17, 2007 the Company entered into a Letter of Intent with the Receiver for the majority shareholder of PDL appointed by the United States District Court for the Northern District of Illinois Eastern Division (the Court) to acquire all of PDL.  The acquisition is subject to Abvivas due diligence, final approval by Abvivas Board of Directors, entry of an order by the Receiver approving the sale by the Court, and Court approval.  On February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC-appointed Receiver for Efoora, Inc., here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.  Principal Products Biomedical Diagnostics, LLC  Biomedical Diagnostics, our wholly owned subsidiary based in Ann Arbor, Michigan, is developing proprietary breast cancer screening products. The initial product development effort is the commercialization of the Mammastatin Serum Assay (MSA), which is a result of an exclusive license from the University of Michigan and to be used as a broad population based screening diagnostic test for breast cancer.  Abvivas predecessor company, Genesis Bioventures, Inc. signed a license agreement with the University of Michigan for the exclusive rights to the diagnostic applications of Mammastatin technology in May  5    2003. Later the terms of the license agreement were amended to extend the license fees until February 2004 and were paid in March 2004. In October 2005, we amended the license fee again to extend time frames and eliminate certain milestones. Other requirements of the license fee include royalty fees of 3-5% of net sale revenues and 20% of revenue not based on net sales. Further, there is an annual license fee of $25,000 to $100,000 and milestone payments on meeting certain significant development targets. Failure to meet any of these payments or terms allows the University to terminate the agreement.  Abviva initiated discussions with the University of Michigan in February 2008 to amend certain terms and conditions of the exclusive license agreement.  As of April 11, 2008 the Company reached a tentative agreement whereby certain terms and conditions of the license agreement are brought consistent with the companys current restructured business.  Under the tentative agreement certain operating and financial terms and conditions, including certain payments, fees and royalties, will be amended resulting in more favorable development and commercialization terms for the company and its intended future sub-licensees.  As of the filing date the tentative agreement has not been consummated.  However, the Company anticipates the final agreement will be completed and signed by the University and the Company in April 2008.  Background on MSA  According to the American Cancer Society 2007  2008 Breast Cancer Facts & Figures, women in the United States have a one in seven chance of being diagnosed with breast cancer at some point in their lifetime, regardless of family history or other known risk factors. It is estimated approximately 241,000 new cases of breast cancer were diagnosed in 2007 (178,480 new cases of invasive breast cancer and 62,030 cases of in situ breast cancer).  Based on the National Cancer Institutes 2004 survey 2.4 million women in the US have a history of breast cancer. Early detection is a very important factor affecting long-term survival.  The 5-year relative survival is 94% of women diagnosed with breast cancer who have tumors less than or equal to 2.0 centimeters compared to 80% survival with tumors 2.1  5.0 centimeters and 66% with tumors greater than 5.0 centimeters.  At present, breast cancer is detected primarily through mammography, breast self-examination, ultrasound, or MRI.   These techniques are not always effective against all types of breast cancer and can only detect the disease once the tumor has started to develop. For example, it is estimated 40% of lumps detected by mammography are false positive results and are not breast cancer related.  There are also a number of serum biomarkers that have been studied as potential diagnostic and prognostic indicators. To date, none of these markers have proven superior to mammography or breast self-examination nor do they indicate the risk of breast cancer prior to development of a tumor.  Research has shown that Mammastatin, a protein, can be detected in the blood of over 85% of healthy women and is absent in the blood of over 90% of breast cancer patients. That research also shows that the concentration of Mammastatin drops significantly both in women with breast cancer and in women at risk for breast cancer.  The American Cancer Society recommends that all women over age 40, over 61,000,000 in the United States, should have a mammogram annually, and that all women in their 20s and 30s, over 40,000,000 women, should have a clinical breast examination at least once every other year. Based on these American Cancer Societys recommendations, there are over 100,000,000 women in the United States alone who could potentially benefit from having an MSA test done as part of their annual medical check-up.  MSA Technology  Mammastatin is a protein that has been found to be present in relatively higher levels in the breast tissue of healthy women as compared to those women that eventually have developed breast cancer. Biomedical Diagnostics developed the MSA test as a simple blood serum diagnostic that could measure the quantity of Mammastatin in blood serum using monoclonal antibody technology, whereby the results from that test could then be used to assess womens risk of developing breast cancer and to potentially screen for women to identify women who have breast cancer but who are asymptomatic and undiagnosed.  6     Data from two clinical studies, which used the MSA test to measure Mammastatin levels in blood samples, have been analyzed and the results indicate that there is a statistically significant difference in the Mammastatin levels between healthy women and breast cancer patients.  In those studies 98% of women who have elevated or normal levels of mammastatin in their blood test reported no incidence of breast cancer and no family history of breast cancer.  74% of women in the same studies who reported a history of breast cancer had no detectable levels of mammastatin present in their blood test or low levels.  To date, there has not been a blood test with comparable clinical results or that is capable of assessing risk for breast cancer prior to development of this disease, although there are few protein biomarkers that are used to monitor treatment or to indicate that a tumor might already be present.  The potential of the MSA test is to provide a simple blood test that could provide an earlier indication of the risk of breast cancer developing so that appropriate monitoring or preventive therapy can be implemented. The current version of the MSA test is a Western Dot Blot format that has been developed for use in reference labs and major medical testing clinics. The Company intends to develop the test as a breast cancer screening test that can identify women who have breast cancer but who are asymptomatic and undiagnosed.  The Company recognizes such a broad based population screening test can reduce the current death rate of women with breast cancer by earlier detection and treatment.  The American Cancer Society statistics show that women have a 94% survival when diagnosed with a tumor and that tumor is less than 2.0 centimeters in size.  The survival rate increases to 98% if there is no lymph node involvement.  Early detection and treatment is the key to surviving breast cancer.  The Company plans four stages of product and commercial development.  First, the current MSA will be offered to women and their physicians as a CLIA laboratory test, consistent with the practice of all Level III clinical reference laboratories.  Second, the Company will seek Analyte Specific Reagent (ASR) status of the MSA from the FDA that will allow the Company to distribute the MSA test reagents to partner laboratories throughout the United States.  Third, the Company will perform one or more additional clinical studies for a single indication of the MSA and seek FDA approval of the MSA test under PMA regulations.  Following FDA approval, the Company intends to seek one or more co-development partners to develop and produce a diagnostic test kit for the early detection of breast cancer that will result in international diagnostic test kit sales.  Biomedical Diagnostics has held a Certificate of Compliance as a Level III reference laboratory under the Clinical Laboratory Improvement Amendments Act, as administered by the U.S. Healthcare Financing Administration, since 2003.  The current Certificate of Compliance requires recertification prior to offering the MSA diagnostic test to patients. Deployment of the Mammastatin technology was scheduled for launch  in 2001 with the announcement of the commercial availability of the MSA technology through custom laboratory services under this CLIA certification.  The predecessor Companys difficulty in financing Biomedical Diagnostics resulted in the company not being able to sustain the commercialization plans and the MSA test was withdrawn.  Abviva initiated its restructuring and turn around to establish itself as a fully integrated biotechnology company with its wholly owned subsidiary Biomedical Diagnostics to commercialize the MSA test.  During the restructuring the Company has lacked adequate funding and other resources to proceed with the completion of commercialization efforts for the MSA technology and has with limited staff been focusing its efforts on further characterization of the Mammastatin protein, engineering highly optimized monoclonal antibodies, augmenting the manufacturing and service capacities to handle projected sales volumes, and ensuring that all marketing content meets regulatory standards.  Mammastatin Breast Cancer Therapeutic Protein  Research scientists at the Michigan Cancer Foundation discovered a powerful breast tissue specific secreted growth inhibitor protein, mammastatin, produced from normal human mammary epithelial cells (Science, 30 June 1989, Volume 244, pp. 1585-1587, attached). The biological activity of mammastatin was confirmed by a monoclonal antibody immunoassay developed specifically to detect and inactivate the mammastatin protein. The findings led the researchers to conclude this newly discovered protein might be developed to inhibit the growth of human breast cancer.   7    Following further research by Biotherapies, Inc., a private company under a license from the University of Michigan and in joint venture with Abviva, the Mammastatin protein was purified as an early possible breast cancer therapy. Independent clinical research conducted on the Mammastatin therapeutic protein through in-vivo Compassionate Use on 29 women in Stage IV refractory breast cancer showed over 50% positive response and over 70% response with only bone metastasis. Due to FDA Regulations, Compassionate Use programs are for seriously ill patients who have a life threatening disease with no comparable or satisfactory alternative drug or other therapy available to treat that stage of the disease in the intended patient population.  Dr. John D. Todd, B.Sc., M.D., FRCSC, Scientific Advisor to ABVIVA and Chairman of Abvivas Clinical Advisory Board, collaborated with Biotherapies, Inc. and treated seven palliative women who were dying of breast cancer with the early Mammastatin protein as a therapeutic over a four year period under a Compassionate Use protocol approved by Health Canada. He found a significant remission demonstrated in several patients who received the Mammastatin protein therapy.  An autoclave sterilization failure at Biotherapies, Inc. for an FDA approved Phase I/II clinical trial led to the Compassionate Use and the FDA Phase I/II clinical trials being halted. All of the women who were under treatment at that time, including all seven of Dr. Todds patients, subsequently succumbed to their breast cancers and expired within a few months of discontinued therapy. Biotherapies, Inc. was unable to recover and it ceased operations. The University of Michigan terminated its license agreement with Biotherapies, Inc. and recovered the exclusive license.  Abviva signed an exclusive option with the University of Michigan on February 5, 2007 to license the Mammastatin technology and patent portfolio from the University of Michigan. Under the terms of the agreement Abviva has twelve months to prepare and submit a development plan acceptable to the University and to exercise its exclusive option to license the Mammastatin therapeutic rights.  The Company is negotiating extension of the exclusive option.  Acquisition of the therapeutic rights would provide accretive synergy with the Companys breast cancer diagnostic franchise and provide increased commercial opportunities for Abviva. All subsequent research on the Mammastatin protein for Abvivas MSA could serve as a dual benefit and increase the value and likelihood of re-establishing the therapeutic product opportunity of Mammastatin.  Abviva, through a future subsidiary company and with development partners, intends to re-establish the biological activity of Mammastatin in cell culture, isolate the Mammastatin protein, and develop a biologically active recombinant form of the protein. Abviva further intends to establish an exclusive drug development joint venture with an international drug development partner to develop a human therapeutic for breast cancer and conduct clinical trials to obtain FDA approval of the novel breast cancer therapeutic. Abviva believes it can accomplish the initial development independently and at minimal cost.  Prion Developmental Laboratories  Abviva currently holds approximately a 38% equity interest in Prion Developmental Laboratories, Inc. (PDL), which is a private company specializing in the development of rapid and inexpensive diagnostic tests to detect Transmissible Spongiform Encephalopathies, such as Mad Cow Disease in cattle and Chronic Wasting Disease in deer and elk.  In October 2005, Abviva secured exclusive rights to distribute, market, use, and sell all Prion Pathology Diagnostic and Prognostic Testing Products in Canada for a term of 5 years with automatic renewals. In February 2006, Abviva signed an exclusive agreement with PDL to expand its rights to worldwide sales, marketing, and distribution rights of the Rapid Prion-Detection Assay tests developed by PDL. Under the terms of the agreement an exclusive worldwide license, excluding Canada, of the PDL technology was granted to Abviva with the right to sublicense.  On June 6, 2006 Abviva and PDL entered into a Letter of Intent whereby Abviva agreed to acquire the assets of PDL, subject to certain due diligence requirements. The Letter of Intent was extended on August  8    31st, 2006; October 31st, 2006; December 21st, 2006; and February 28, 2007. The Letter of Intent currently remains active.  Subsequent to signing the Letter of Intent Abviva was contacted by the Securities and Exchange Commission informing the Company that the assets of PDLs founding company and majority shareholder, Efoora, and including the assets of PDL as the majority shareholders subsidiary company, of Efoora) were under a freeze order (Agreed Order of Preliminary Injunction and Other Equitable Relief Against Defendant Efoora, Inc.) as a result of an SEC investigation and indictments of three former founders and employees of Efoora (S.E.C. v. Efoora, Inc., et. al. No. 306 C 3526 (N.D. Ill., June 29, 2006) . Abviva immediately responded to the SEC and petitioned the SEC to allow the acquisition of PDL to continue, stating that Abviva and no employee or affiliate of Abviva was a party to Efoora or the SECs investigation of Efoora. Furthermore, Abviva argued that the acquisition of PDL was in the best interest of all shareholders of the parties involved. The SEC filed a motion on June 20, 2007 to appoint a receiver (the Receiver) for Efoora, Inc. The motion was approved by the Court.  The Company and the Receiver began discussions to negotiate the acquisition of the PDL stock by the Company.  Those discussions resulted in the Letter of Intent signed by the Receiver and the Company, effective November 27, 2007.  The Company is still performing due diligence on the acquisition of PDL.  On February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC Receiver, here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.  Background on Prion Diseases  Prion diseases are a family of fatal neurodegenerative diseases that have become a major health concern since the outbreak of Bovine Spongiform Encephalopathy (BSE) or Mad Cow Disease. BSE is believed to be transmitted among cattle through feed that contains protein rendered from infected cattle and it is thought to be transmitted to humans through eating beef or beef products from infected cattle. In humans, the Prion infection results in a neurological disorder known as new variant Creutzfeldt-Jakob disease (nvCJD). Both Mad Cow Disease and nvCJD are fatal diseases, with the brain becoming spongy and filled with holes.  Prion diseases are difficult to diagnose and Abviva is of the opinion the only diagnostic tests currently available for BSE are based on procedures that are relatively slow and expensive. As a result, tests in North America are only being conducted on cattle suspected of being infected or on a random sample basis.  The scientists at PDL have developed a patented, easy-to-use, rapid strip test for detecting BSE that produces accurate, easily interpreted results. The test would be used on-site using brain tissue and takes approximately half an hour to complete from sample collection to determining results. There is an urgent need for a more rapid and sensitive diagnostic test that would be feasible to use on every animal at the slaughterhouse to ensure that no BSE infected cattle enter the food chain at any level. This prion test is designed to detect BSE before the overt symptoms appear in cattle, with the objective of ensuring that infected meat or cattle by-products are removed from the market.  Distribution Methods and Marketing  Mammastatin Serum Assay:  Abviva has established four stages of product development and market development for the MSA. Biomedical Diagnostics will initially offer the MSA as a laboratory service from a CLIA certified laboratory and directly market the MSA test to targeted primary care physicians as well as selected cancer research and cancer treatment centers. Concurrent with the launch of the MSA to the public Abviva will seek FDA approval of the MSA as an Analyte Specific Reagent (ASR). With the ASR designation the Company intends to introduce the MSA nationally and sell the reagents to one or more national laboratories. The third step will seek FDA approval of the MSA after additional clinical trials support one  9    specific indication of the MSA and license the FDA approved MSA. Following FDA approval, Abviva intends to collaborate with one or more diagnostics partner to co-develop, produce, market and sell internationally diagnostic test kits for the MSA.  Prion Rapid Assays:  Abviva, through its equity interest in PDL, utilizes a contract manufacturer for the production of final Rapid Assay product; and sales and marketing distribution partners to make, sell and distribute product to key markets throughout the world. In 2006, Abviva obtained the exclusive rights to market, sell and distribute all of PDLs Rapid Assays through out the world. Abviva subsequently sublicensed the rights to market, sell and distribute PDL Rapid Assays in the Pacific Rim to BioBusiness Development Corporation, a Canadian business development company. Abviva intends to establish exclusive sales, marketing and distribution agreements for the United States, Canada, Europe, South America upon receiving the necessary funding and once PDL has been acquired as a wholly-owned subsidiary of Abviva.  On February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC Receiver, here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.   All future marketing efforts will depend on the outcome of the proposed sale of PDL.  Market Overview and Competition  Competition in the area of biomedical research and development is intense and significantly depends on scientific and technological factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain governmental approval for testing, manufacturing and marketing. Abviva competes with other specialized biotechnology firms in the United States, Europe and elsewhere. Many biotechnology companies have focused their development efforts in the human diagnostics and therapeutics areas, and more specifically in the field of cancer. Many major pharmaceutical companies have also developed or acquired internal biotechnology capabilities or made commercial arrangements with other biopharmaceutical companies. These companies, as well as academic institutions, governmental agencies and private research organizations, also compete with Abviva in recruiting and retaining highly qualified scientific personnel and consultants.  The competition within the biotechnology sector itself is increasing, so Abviva, Biomedical Diagnostics and PDL will continue to encounter competition from existing biotech firms that offer competitive solutions in the same disease areas. These competitive biotech companies could develop products that are superior to, or have greater market acceptance, than the products being developed by us and PDL. Abviva and PDL will have to compete against other biotech companies with greater market recognition and greater financial, marketing and other resources.  Breast Cancer Diagnostic Market and the Mammastatin Serum Assay  Abviva is commercializing a breast cancer diagnostic test that increases early detection of breast cancer  and survival.   The Mammastatin Serum Assay (MSA) is a blood test that detects and quantifies mammastatin, a secreted protein that inhibits breast cancer cell growth and is normally present in healthy women.  In clinical studies 98% of women who reported no history of breast cancer had normal MSA test results (normal or high levels of mammastatin in their blood).  More importantly, 74% of women with breast cancer in the same studies had no detectable levels of mammastatin or very low levels.  Based on these studies, asymptomatic women with low or no circulating mammastatin appear to have a 74% probability of breast cancer in development that is undiagnosed.  This is critical information for all women and their physicians.  Women with abnormal low MSA results require advanced diagnostic care to detect lesions and initiate treatment.  Early detection produces up to 100% survival rates. It is the single most critical factor to surviving breast cancer.  The MSA has many important benefits.  It is simple. One tube of blood is drawn and sent to our  10    laboratory.  It is affordable. Initially priced at around $100.  It is accurate.  The MSA test performs better as a cancer screening test than the PSA, the most widely used cancer screening test.  And, access is universal.  Any doctor, clinic, hospital or practitioner can collect and send a specimen to our laboratory.  The MSA can easily increase breast cancer screening access for the 83 million women in the US who are recommended to get annual mammograms and the 34 million women in the US who actually get yearly mammograms, including historically underserved areas and populations. The MSA results are favorable compared to 40% false positive rates of mammography and superior to breast self examination.   And, the MSA is free of the negative stigmas that typically delay a womans decision to undergo a mammogram.  Abvivas Mammastatin Serum Assay is simple, cost effective solution to a very important and very large global problem. Breast cancer is the second leading cause of cancer related deaths among women and accounts for 20% of deaths in women aged 40  50 years.  241,000 women will get   diagnosed with breast cancer in the US this year. 40,000 will die, and the estimated 2.4 million women living with breast cancer in the US are recommended to monitor progression of their disease.  A Company internal analysis estimated that the MSA can not only save lives but can save over $90 billion of US health care expenditures over ten years if it was adopted as a breast cancer screening strategy nationwide.  To date, Abviva is not aware of any comparable blood tests available that is capable of assessing risk for breast cancer prior to development of the disease. Protein or tumor markers indicate that cancer is already present. The MSA technology is potentially the first test with the ability to provide much earlier awareness of the risk of breast cancer so that appropriate monitoring or preventive therapy can be implemented.  Breast Cancer Therapeutic Market  The potential market for an effective breast cancer therapy is very large. According to the American Cancer Society, an estimated 242,000 new cases of breast cancer will be diagnosed among women in the United States during 2007 and over 40,000 women are expected to die from the disease. By example, Herceptin, Genentechs injectable therapeutic protein which treats 20% to 25% of breast cancers that produce large amounts of a protein called HER-2, will reach $1.8 billion in annual sales this year.  PDL Market  There are two international markets for PDLs Prion diagnostic tests: the cattle industry and ultimately the human blood products industry. Mad Cow Disease has become a major concern in North America costing the cattle industry more than $10 billion dollars since a ban was imposed by dozens of countries on the importation of North American beef.  The strip test, utilizing PDLs patents of proprietary reagents and assay technology has been proven to be simple yet accurate and inexpensive. The vitality of the beef industry worldwide depends on the development of such a test. The majority of the world market for a post-mortem test is nearly 140 million head of cattle per year comprised of the 16 leading beef producing countries.  In the human blood and tissue products market, the fear of Prion infection from whole blood or purified blood products has led to withdrawal of purified blood components by major pharmaceutical companies. In addition, tissue transplants such as corneal grafts have been proven to transmit Prion diseases. Currently, there is no simple test available to check human blood or tissues before they are used to treat another person.  Abviva is also not aware of any other technology that is able to directly compete with the PDL rapid strip test to detect Prion diseases in a simple, time-efficient manner. The current competition for the strip test involves sophisticated laboratory equipment, specialized technicians and takes hours or days to complete.      11    Intellectual Property  Abviva does not currently own patents for the products underlying its commercial operations.  Rather, Abviva is the exclusive licensee of the diagnostic rights for the University of Michigans Mammastatin and MSA technology for scientific and commercial development.  Additionally and subsequent to the year-end, Abviva was granted an exclusive option to license the University of Michigans intellectual property portfolio for the Mammastatin therapeutic uses. During 2006, the University of Michigan was granted additional patented protection for Mammastatin through a Deed of Letters Patent issued by the Australian Patent office. This will allow Biomedical Diagnostics the ability to offer its proprietary MSA test in Australia.  On February 19, 2008 the United States Patent and Trademark Office issued a pivotal patent on the core technology used in the Companys breast cancer diagnostic test, the Mammastatin Serum Assay (MSA). The patent, titled METHODS AND COMPOSITION FOR DIAGNOSING BREAST CANCER is the most recent of the patents in the Mammastatin IP portfolio to issue to the University of Michigan for breast cancer diagnostic and breast cancer therapeutic uses and includes composition of matter protection for the MSA monoclonal antibodies.  PDL received a Notice of Allowance from the US Patent and Trademark Office for the Rapid Prion-Detection Assay. The patent protects this method of testing for all transmissible spongiform Encephalopathies in animals and humans. In addition, PDL has already received USDA approval for its Chronic Wasting disease assay.  Governmental Approval and Regulation  Abviva, Biomedical Diagnostics and PDL are developing biotechnology products for use in diagnosing or treating human or animal diseases. All of these entities are biotech companies in the United States and are affected by governmental regulations from the United States Food and Drug Administration (FDA) for products intended to be used for humans and from the United States Department of Agriculture (USDA) for plant and animal products.  The FDA regulates the clinical development and marketing approval of all biotechnology medical products intended for human use, as well as certain food plants. The laws and regulations of the FDA place the burden of proof of safety and efficacy on the manufacturer of the product. The FDA possesses extensive experience with its regulatory mechanisms and applies them to all biotechnology products, with differing statutes for various categories of products. The USDA is responsible for regulating food safety related to meat, poultry and egg products, as well as preventing the introduction or transmission of plant or animal, pests, and approval of animal biotechnology products. Other countries have comparable regulatory agencies to the FDA and USDA, although the specific regulations may differ substantially.  The growth in the biotechnology industry over the last several decades has been accompanied by growth in the extent and complexity of the FDA statutes and regulations, and of the intensity of the FDAs regulations of the development, manufacturing, distribution, marketing, promotion, advertising and use of regulated products. In the last decade, the FDA legal and regulatory obstacles to product commercialization and the penalties of non-compliance have been pivotal factors in the success or failure of biotechnology companies. This is particularly true for small, emerging companies developing biopharmaceuticals, other biotechnology products and medical diagnostics.  The Company intends that Biomedical Diagnostics will continue to operate under a Certificate of Compliance under the Clinical Laboratory Improvement Amendments (CLIA) Act, as administered by the U.S. Health Care Financing Administration. Biomedical Diagnostics Laboratory Services provides sample testing and analysis services under CLIA guidelines to physicians and reference laboratories in support of the MSA technology. CLIA compliance ensures laboratories are providing testing services that follow standard industry guidelines.  Biomedical Diagnostics received its first Certificate of Compliance in 2003.   12    Biomedical Diagnostics is, and will continue to be, subject to continuing regulation by the FDA and certain state agencies, including routine inspection by the FDA and a host of regulatory requirements that generally apply to medical services marketed in the United States. Such requirements include labeling regulations, quality system regulations, the Medical Device Reporting regulation and the FDAs prohibitions against promoting products for unapproved or off-label uses. Failure to comply with regulatory requirements could result in enforcement action by the FDA, which also could have a material adverse effect on the business, financial condition and results of operations of Abviva.  PDL previously received United States Department of Agriculture approval for its Chronic Wasting Disease (CWD) strip test. CWD is similar to Mad Cow Disease but affects deer and elk. The simple, inexpensive test would be practical for use at field testing stations as well as in laboratories. The Rapid Prion Detection Assay for BSE was successfully tested at the Veterinary Laboratories Agency in Weybridge, England during the first quarter of 2006. The BSE Assay achieved the diagnostic test performance, which allows PDL to apply for regulatory approval. The results that were achieved establish the Rapid Assay in the same performance class as the leading commercially approved tests presently being used in the cattle industry worldwide, but with a faster turn around time. In May 2006, the U.S. Patent and Trademark Office granted a patent for the Rapid Prion-Detection Assay for Chronic Wasting Disease developed by PDL and previously approved by the USDA. These test performances will allow PDL to apply for regulatory approval to sell the tests in all major markets in the world. The Rapid Prion Detection Assay for scrapie in sheep was also tested and achieved comparable results.  There can be no assurance that the PDL products and tests will satisfy regulatory requirements, or be commercially viable. Furthermore as of December 31, 2007, Abviva had no effective control over PDL, beyond owning a 38% equity interest in the company.  However, the Company signed a  Letter of Intent on November 27, 2007 with the Receiver for the PDL assets in order to negotiate the acquisition of the capital stock of PDL owned by PDLs founding company and majority shareholder, Efoora, Inc.  The Company is still performing due diligence on the acquisition of PDL.  Should Abviva acquire the capital stock owned by Efoora, Inc. Abviva will have approximately 94% ownership of PDL.  Furthermore, on February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC Receiver, here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.  Mammastatin Serum Assay Research and Development  A short-term Level 1 study was completed in the third quarter of 2000, and a short-term Level II study, geographically dispersed within the U.S., was completed in the first quarter of 2001 with regards to the Biomedical Diagnostics MSA technology. The studies were coordinated by Abviva and statistical analysis and reporting of results were conducted by STATPROBE, Inc. (STATPROBE), a contract research organization. The time period and number of samples of these studies is set forth below.  Test LevelTime Period Covered During TestingLevel 1 (Complete) 255 samplesAugust 1999  November 1999Level 2 (Complete) 309 samplesJanuary 2000  January 2001  Statistical analysis by STATPROBE indicated that the tests demonstrated a favorable profile of sensitivity and positive predictive value for the MSA test. For women aged less than 40 years with a positive family history of breast cancer appear to have lower mean levels of Mammastatin as compared to women without a family history of this disease. On this basis, the MSA test could prove valuable in screening younger women for increased risk of developing breast cancer. Statistical performance of the MSA technology based on STATPROBEs Level 1 and Level 2 reports is summarized below:     13     Performance MeasureLevel 1 Study ValueLevel 2 Study ValueDescriptionSensitivity77%62%The percentage of women with breast cancer that test low in MammastatinSpecificity85%87%The percentage of women without breast cancer that test high in MammastatinPositive Predictive Value33%17%The percentage of all women (with or without breast cancer) that test low in Mammastatin and have breast cancerNegative Predictive Value97%98%The percentage of all women ( with or without breast cancer) that test high in Mammastatin and do not have breast cancerOverall Test Accuracy84%86%The percentage of all women (with or without breast cancer) that test low in Mammastatin and have breast cancer and that test high in Mammastatin and do not have breast cancer.  The Level 1 and Level 2 studies also show that the concentration of Mammastatin drops significantly both in women with breast cancer and in women at risk for breast cancer. Biomedical Diagnostics has developed the MSA test as a simple blood serum diagnostic that could measure the quantity of Mammastatin in blood serum.  The aggregate results of the two clinical studies done on 594 women compare favorably with the PSA test for prostate cancer screening in men.  The PSA test is the most widely used cancer screening diagnostic test and accounts for approximately $1.5 billion of test sales worldwide.  The following chart compares the diagnostic test metrics of the MSA and the PSA.  Screening TestSensitivitySpecificityNegative Predictive ValuePositive Predictive ValueAccuracyMammastatin Serum Assay (MSA)71%86%98%25%85%Prostate Specific Antigen (PSA)68% - 80%60% - 70%98%30%67% Results from two independent studies conducted on 594 women by i3 Statprobe   Additional clinical studies are planned for the existing MSA test to obtain FDA approval of the assay, and will commence after Abviva secures adequate financing to conduct the studies. Studies are anticipated after the Company develops an ELISA form of the MSA. An ELISA test is a biochemical technique used mainly in immunology to detect the presence of an antibody or an antigen in a sample, or in this case a MSA test. We do have a protocol in place once we are able to finalize the ELISA test.  Personnel  As of December 31, 2007 we had 5 personnel; two who are employed at our headquarters in Los Angeles, California, one employed at Biomedical Diagnostics administration headquarters in Ann Arbor, Michigan and two in Prion Developmental Laboratories, which have been covered by Abviva though advances given to PDL. Dr. Jeanne Ohrnberger has agreed to continue as the Biomedical Diagnostics Laboratory Director.  Dr. Ohrnberger entered into a consulting agreement with the company in 2007. We found it to be in best  14    interest of the Company to utilize independent contractors for our executive officer positions and therefore, signed a non-employee agreement with Experigen Management, LLC. Mr. Douglas C. Lane, President of Experigen, serves as our Chief Executive Officer and Principal Accounting Officer through our agreement with this entity.  ITEM 2. DESCRIPTION OF PROPERTY  We maintained our executive offices in approximately 2,000 square feet of space in Surrey, British Columbia until August 31, 2006 and paid rent of approximately $2,600 per month. As a part of our reorganization, we moved our administrative operations to Southern California and are currently located at 10940 Wilshire Boulevard, Suite 600, Los Angeles, CA. We currently rent two suites totaling 500 square feet on a month to month basis. We pay approximately $2,660 a month for these two suites.  Biomedical Diagnostics, LLC leases approximately 2,000 square feet of office and laboratory space in Ann Arbor, Michigan pursuant to a month-to-month lease, with payments of approximately $3,000 per month.  ITEM 3. LEGAL PROCEEDINGS  From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  The Company held its 2007 Annual Shareholders Meeting on Wednesday, September 12, 2007.  The total number of shares allowed to be voted at the annual meeting was 89,888,853 shares of common stock.  The holders of 64,731,515 shares of the Company's Common Stock entitled to vote were represented in person or by proxy constituting a quorum.  Each of the measures we asked our shareholders to approve was approved by at least a majority vote of our stockholders.  The results of the Annual Shareholder meeting were as follows:  1.ELECTION OF DIRECTORS:FORWITHHELDNominees:Douglas Lane52,681,70612,049,809Barrett Evans54,702,85612,028,659Jeffrey Conrad54,702,85612,028,659Jonathan Atzen5378253310,948,982Robert Lutz5265705612,074,459Victor Voebel52,708,85212,022,663  2.The ratification of the selection of the Companys independent registered public accounting firm, Jaspers and Hall, P.C.FORAGAINSTABSTAINVOTES60,770,9583610779349778  3.To Approve the Companys Reincorporation from New York to Nevada.FORAGAINSTABSTAINVOTES38,353,86314,386,524353,675  15     Broker Non-Votes11,638,524  4.Amendment to the Certificate of Incorporation to Change Corporate Name.FORAGAINSTABSTAINVOTES49,923,30514,741,34466,866  5.To Authorize a Reverse Stock Split of the Companys Common Stock in the Range of 7:1 to 20:1, as Determined in the Sole Discretion of Our Board of Directors.FORAGAINSTABSTAINVOTES48,355,92716,253,222122,366  6.To approve an amendment to our Amended and Restated Certificate of Incorporation to increase the authorized number of shares of our common stock from 100,000,000 to 200,000,000.FORAGAINSTABSTAINVOTES48,207,92316,362,674160,918  7.To approve 2007 Consultant Stock Plan.FORAGAINSTABSTAINVOTES37,360,74215,292,128438,192Broker Non-votes11,638,453   ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES  (a) Market Information  Bid and ask quotations for our common shares are routinely submitted by registered broker dealers who are members of the National Association of Securities Dealers on the NASD Over-the-Counter Electronic Bulletin Board. These quotations reflect inner-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid information for our shares for each quarter for the last two years, so far as information is reported, through the quarter ended December 31, 2007, as reported by the Bloomberg Financial Network, are as follows:  2006 FISCAL YEARHighLowFirst Quarter$0.50$0.08Second Quarter$0.38$0.17Third Quarter$0.27$0.12  16     Fourth Quarter$0.194$0.051   2007 FISCAL YEARHighLowFirst Quarter$0.17$0.07Second Quarter$0.14$0.071Third Quarter$0.105$0.021Fourth Quarter$0.05$0.0165    (b) Holders of Common Stock and Preferred Stock  As of April 9, 2008, there were 107,154,692 outstanding shares of common stock.  As of the date of this filing, there were approximately 26 holders of record of shares of the 63,562 outstanding shares of Abvivas Class A Convertible Preferred Stock (Class A Stock), which is convertible into Common Stock on a one for one basis. During 2003, 1000 Class A Convertible Preferred Shares were converted into the same number of additional shares of Abvivas Common Stock. No transactions with respect to the Class A Convertible Preferred Shares occurred in 2006. All of the Class A Stock is restricted as to retransfer. There is no liquid market for the securities, nor is one expected to develop. In certain events relating to liquidation, dissolution, consolidation or winding up of Abviva, holders of the Class A Stock are entitled to receive an amount equal to the original purchase price per share for the Class A Stock plus an amount equal to all declared but unpaid dividends thereon (the Preference Amount). After the full liquidation preference on all outstanding shares of the Class A Stock has been paid, any remaining funds and assets of Abviva legally available for distribution to shareholders are distributed pro rata among the holders of the Class A Stock and the Common Stock on an as-if-converted basis. If Abviva has insufficient assets to permit payment of the Preference Amount in full to all the Class A Stock shareholders, then the holders of the Class A Stock will receive lesser payments in proportion to the Preference Amount each such holder would otherwise be entitled to receive, without any distribution to the holders of the Common Stock.  Abviva has rights to redeem all of the outstanding Class A Stock at any time. The redemption price is 110% of the initial purchase price of the Class A Stock plus all declared but unpaid dividends. Abviva has no plans to redeem any Class A Stock as of the time of this filing.  The holders of the Class A Stock have the right to convert their Class A Stock into shares of Common Stock at any time. The Conversion Rate is one share of Class A Stock for one share of Common Stock. The holders and the Class A Stock also have information rights, demand and piggy-back registration rights, which ensure such holders that, under certain circumstances, Abviva will be forced to register the underlying Common Stock for resale by the holders. All rights incident to a share of Class A Stock will terminate automatically upon any conversion of such share into Common Stock.  We also have 400 shares of Series C Convertible Preferred Stock authorized of which 170 shares of Series C Convertible Preferred Stock issued and outstanding as of December 31, 2007. Each share of Series C Stock shall be converted into a number of shares of Common Stock that equals one-tenth of a percent (0.1%) of the Companys outstanding common stock immediately following the Conversion.  The Series C Stock shall have voting rights and voting will be on an as converted basis, with class votes for the election of directors, any transaction in which control of the Company is transferred in which the per share price consideration received by Purchaser is less than $50,000,000, the sale of the Company of all or substantially all of its assets, liquidation or winding up of the Company and any amendment to the Companys by-laws or articles of incorporation in a manner adverse to Series C Stock.   17    In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to the Companys common stock (the Common Stock) whereby Series C Stock shall get $12,500 per share prior to any distribution to common shareholders.  Once Series C Stock has received its $12,500 then Series C Stock shall participate, on a pro rata basis, based on the number of shares of the Companys common stock (the Common Stock) into which the Series C Stock are convertible at the time of the liquidation, distribution of assets, dissolution or winding-up.  (c) Dividends  We have never declared or paid dividends on our Common Stock or the Class A Preferred Stock and do not intend to pay any dividends in the foreseeable future. We intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock or Preferred will be at the sole discretion of the Board of Directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.  Each holder of the Series A Convertible Preferred Stock, par value $0.0001, is entitled to receive, out of any funds legally available, non-cumulative dividends at a rate of six percent (6%) per annum prior and in preference to any payment of any dividend on the Common Stock in each calendar year, and to participate pro rata with the Common Stock in any additional dividends. Dividends are paid when, and if declared by the board. The dividend rights and preferences of the Class A Stock are senior to those of the Common Stock.  (d) Securities Authorized for Issuance under Equity Compensation Plans  In 1998, we adopted a stock option plan, Year 1998 Stock Option Plan, which authorized 650,000 shares of common stock. On September 28, 1999, we increased that amount to 930,000 shares of common stock. At December 31, 2006, we had 65,000 shares available for issuance under this plan. Additionally, we adopted two other stock incentive plans, Year 2000 Stock Option Plan and Year 2001 Stock Option Plan, in which common stock may be granted to employees, directors and consultants. These stock option plans were adopted by our board of directors and were approved by majority consent of our shareholders. Under these two plans we authorized a total of 2,500,000 shares of common stock and at December 31, 2006 did not have any shares available for issuance under this plan.  On July 7, 2006, the Board of Directors approved the 2006 Consultant Stock Plan, in which common stock may be granted to employees, officers, directors, consultants, and other service providers. Pursuant to this plan we reserved 3,000,000 shares that could be issued under this plan and filed a Registration Statement on Form S-8 on July 21, 2006 registering these shares. As of December 31, 2006, we had 456,938 shares available for issuance under this plan.  On July 31, 2007, the Board of Directors approved the 2007 Consultant Stock Plan, in which common stock may be granted to employees, officers, directors, consultants, and other service providers. Pursuant to this plan we reserved 3,000,000 shares that could be issued under this plan and filed a Registration Statement on Form S-8 on February 15, 2008 registering these shares. As of December 31, 2007, we had 3,000,000 shares available for issuance under this plan. These plans were intended to encourage directors, officers, employees and consultants to acquire ownership of Abvivas common stock. The opportunity is intended to foster in participants a strong incentive to put forth maximum effort for its continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals to Abviva in the future.  Recent Sales of Unregistered Securities  On January 17, 2006, the company issued 1,500,000 at $0.09 for cash previously received in the amount of $135,000 pursuant to a subscription agreement.  18     On January 23, 2006, holders of the convertible bridge loans elected to convert $57,875 in accrued interest into 705,126 shares of the Companys $0.0001 par value common stock.  In February 2006, officers and employees of the company exercised cashless warrants issued in lieu of deferred compensation totaling 9,113,071 shares of the companys common stock, of which 6,320,636 and 2,792,435 shares were issued at $0.01 and $0.27 per share, respectively.  On March 22, 2006 a note holder elected to convert $700,000 in principal and $343,864 in interests to 5,219,320 shares of the Companys $0.0001 par value common stock at $0.20 per share.  On March 30, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock as a loan extension fee. The Company recorded a financing expense in the amount of $41,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On April 3, 2006, the Company authorized the issuance of 1,229,092 shares of its $0.0001 par value common stock. The fair value of the shares issues was $454,764, and is being amortized over the term of the agreement. As of December 31, 2006, the shares remained un-issued, and subsequently issued in 2007. During the year ended December 31, 2006, the Company amortized $227,342 of the prepaid compensation and recorded it as consulting expense. The balance of $227,422 was expensed during the year ended December 31, 2007.  On April 5, 2006, the Company issued 100,000 shares of its $0.0001 par value common stock to an individual pursuant to a consulting agreement. The Company recorded a consulting expense in the amount of $30,000, the fair value of the underlying shares on the date of grant.  On April 5, 2006, the Company issued 1,591,586 shares of its $0.0001 par value common stock to officers and employees of the company for the exercise of cashless warrants issued in lieu of deferred compensation.  On April 13, 2006, the Company issued 80,094 shares of its $0.0001 par value common stock to El Dorado Enterprises, Inc. in exchange for cashless warrants. Further, El Dorado Enterprises, Inc. agreed to extend the note due date from April 30, 2006 to June 30, 2006 with an increase in the interest rate on the note from 10% to 12%.  On May 25, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock to each of three directors. The fair value of the 300,000 shares issued was $57,000, and is being amortized over the two year term of their services. As of December 31, 2006, the shares remained un-issued. During the years ended December 31, 2007 and 2006, the Company amortized $28,600 and 16,626 respectively, of the prepaid compensation and recorded it as directors fees expense. The unamortized balance of $11,774 was outstanding at December 31, 2007 and will be amortized over the remaining 4 months of the agreement.  On June 9, 2006, the Company authorized the issuance of 150,000 shares of its $0.0001 par value common stock pursuant its Bio Design Rights Transfer Agreement with Bio Business Development Company, (BBDC). The Company recorded an intangible asset in the amount of $36,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  The company took an impairment loss of $36,000 in 2007 against this asset.  On June 12, 2006, the Company authorized the issuance of 245,058 shares of its common stock for payment of legal services valued at $61,275. The shares were subsequently issued on July 25, 2006.  On June 15, 2006, the Company issued 8,723,450 shares of its $0.0001 par value common stock for settlement of notes payable totaling $1,397,500; accrued interest in the amount of $88,742; and financing fees of $349,375.   19    On June 15, 2006, the Company issued 2,500,000 shares of its $0.0001 par value common stock pursuant to its bridge financing agreement (see note 8). The fair value of the shares was recorded as a financing fee in the amount of $650,000.  On June 15, 2006, the Company issued 969,375 shares of its $0.0001 par value common stock for various consulting services. The Company recorded consulting expense of $252,038, the fair value of the underlying shares.  On June 15, the Company authorized the issuance of 300,000 shares of its $0.0001 par value common stock valued at $78,000 in exchange for various consulting services. The shares were subsequently issued on September 29, 2006.  On July 8, the Company authorized the issuance of 300,000 shares of its $0.001 par value common stock pursuant to promissory notes totaling $150,000. The Company recorded prepaid interest totaling $60,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On August 7, 2006, the Company authorized the issuance of 200,000 shares of its $0.0001 par value common stock pursuant to a consulting agreement with an officer of the Company as a signing bonus. The Company recorded compensation expense in the amount of $36,000. The shares were subsequently issued on October 11, 2006.  On September 5, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock pursuant to a one year consulting agreement. The Company recorded prepaid compensation of $21,000 to be amortized over the life of the agreement. During 2006, the Company amortized $7,000 as consulting expense and $14,000 remained unamortized. The shares were subsequently issued on October 11, 2006.  During September 2006, the Company entered into four one year consulting agreement whereby authorizing the issuance of 400,000 shares of its $0.0001 par value common stock. The Company recorded prepaid compensation in the amount of $128,000 to be amortized over the remaining life of the agreements. As of December 31, 2006, the Company amortized $102,000 to consulting expense and $26,000 remained unamortized. The shares were subsequently issued on October 11, 2006.  On September 30, 2006 the Company authorized the additional issuance of 50,000 shares of its $0.0001 par value common stock for additional service provided by an officer. The Company recorded compensation expense in the amount of $8,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On October 11, 2006, a note holder elected to convert the entire principal balance of his note totaling $175,000 and all accrued interest in the amount of $20,137 into 1,951,379 shares of the Companys par value common stock.  On October 19, 2006, the Company authorized the issuance of 300,000 shares of its $0.0001 par value common stock in exchange for consulting services received in connection with its financing activities. The Company record consulting expense in the amount of $21,000, the fair value of the underlying shares. The 150,000 shares were subsequently issued on October 11, 2006 and another 150,000 shares were subsequently issued in 2007.  On October 24, 2006, the Company authorized 100,000 shares of its $0.0001 par value common stock valued at $16,000 in exchange for various consulting services. The shares were subsequently issued on December 8, 2006.  On October 24, 2006, the Company authorized 416,666 shares of its $0.0001 par value common stock valued at $50,000 in exchange for various legal services. The shares were subsequently issued on December 8, 2006.   20    On December 08, 2006, the Company issued 450,000 shares of its $0.0001 par value common stock as a loan origination fee. The Company recorded a financing expense in the amount of $63,000, the fair value of the underlying shares.  On December 21, 2006, the Company authorized the issuance of 438,897 shares of its $0.0001 par value common stock in exchange for various legal services. The Company recorded legal and professional fees expense in the amount of $15,850, the fair value of the underlying shares related to the services performed in 2006, and a prepaid expense in the amount of $28,040 for the fair value of the retainer related to services yet to be performed as of December 31, 2006. These shares were subsequently issued on January 25, 2007.  On December 21, 2006, the Company authorized the issuance of 135,000 shares of its $0.0001 par value common stock in exchange for bookkeeping services. The Company recorded legal and professional fees expense in the amount of $13,500, the fair value of the underlying shares related to the services.   These shares were subsequently issued on January 25, 2007.  There have been a total of 1,952,989 shares authorized for services, as included in the preceding disclosures that remained un-issued as of December 31, 2006, which were all subsequently issued in 2007.  On January 5, 2007, the Company issued a total of 1,250,000 shares of the Companys par value common stock as a financing fee in the amount of $87,500. The financing fee is being amortized over the life of the loan, and as of March 31, 2007 finance expense of $43,750 has been recorded. See Note 8.  On January 25, 2007, the Company issued 1,066,713 shares of restricted common stock to Experigen Management Company pursuant to the non-employee agreement signed on April 3, 2006. The fair value of the shares was recorded in 2006 when the shares were authorized.  On January 25, 2007, the Company issued 438,897 shares of restricted common stock to two consulting firms for professional and legal services of $43,846. The fair value of the shares was recorded in 2006 when the shares were authorized.  On January 25, 2007 the Company issued 135,000 shares to Opus Pointe which were previously authorized and un-issued for $13,500 in accounting services.  On January 25, 2007, the Company issued 100,000 shares of restricted common stock to pursuant to a retainer agreement for legal services of $30,000. The fair value of the shares was recorded in 2006 when the shares were authorized.  On February 9, 2007, the Company authorized the issuance of 100,000 shares of common stock pursuant to a consulting agreement. The Company recorded consulting expense in the amount of $10,000, the fair value of the underlying shares.  During the year ended December 31, 2007 the Company amortized $411,563 of management and consulting fees for prepaid share-based compensation.  During the year ended December 31, 2007, the Company amortized $570,292 of warrants and options issued in 2006.  During the year ended December 31, 2007, the Company amortized $87,500 of finance costs related to a debt financing agreement.  On April 4, 2007, the Company issued 209,602 shares (a total of 628,806) of common stock to three of its board of directors as consideration for their services. On April 4, 2007, the Company also issued another 72,151 shares (a total of 216,453) of common stock to each of these three board members as compensation for their services from January 2007 through March 2007.   21    On April 5, 2007 Fezzik Enterprises, Ltd. was issued 100,000 shares of common stock pursuant to the Companys 2006 Consultant Stock Plan, for consulting services relating to the Companys relocation of the corporate office to Los Angeles and closing of the former corporate office in Surrey, British Columbia, Canada. The Company recorded consulting expense in the amount of $9,000, the fair value of the underlying shares.  On April 5, 2007 Taylor Wood Management, Inc. was issued 41,667 shares of common stock under a under settlement agreement pursuant to a consulting agreement with the Company. The Company recorded a consulting expense of $3,750, the fair value of the underlying shares.  On May 7, 2007 the Company issued 115,734 shares of common stock to Stoeklein Law Group for legal services in the amount of $9,814 they provided the Company.  On May 8, 2007 Antony Dyakowski, a former director of the Company was issued 49, 909 shares of common stock as board compensation in the amount of $4,721 for the 2nd quarter of 2007 prior to departure from the board of directors.  On June 4, 2007, the Company entered into an agreement with a debt holder to extend the maturity date of their $100,000 note payable until June, 2007 in exchange for 200,000 shares of the Companys common stock and repayment of $12,000 in accrued interest.  On August 2, 2007 the Company authorized the conversion of a note with one of its note holders pursuant to the Note Agreement.  Pursuant to the agreement the note holder received 700,431 shares of common stock in exchange for the conversion of the note in the amount of $50,000 plus accrued interest  On June 29, 2007, the board of directors approved a special one time financing fee and issuance of the interest payments due under the terms of the notes from financings completed in the fiscal years 2004 and 2006.  On August 15, 2007 the Company subsequently issued a total of 5,834,085 shares of common stock to said note holders pursuant to the special financing fee and the interest payments in the amount of $572,288.  On August 8, 2007 the Company issued 500,000 shares of eFund Capital Management, LLC as financing fee of $40,000.  On August 8, 2007 the Company issued 120,00 shares of common stock to John Alexanian for consulting services valued at $9,600.  On October 2, 2007 the company issued 19,047,619 shares common stock as principal note payment of $500,000.  On October 5, 2007, 300 shares of preferred stock were converted into 300 shares of common stock.  On October 30, 2007, the company issued 400,000 shares to Redchip Capital pursuant to a consulting agreement for investor relations services.  On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors, in the amount of $40,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  The monies received will be issued for general operating expenses.  On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors,  in the amount of $50,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution  22    of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  On December 18, 2007 the company authorized the issuance 247,196 shares of common stock to  Cynthia Banhuik as payment of interest on a $75,000 loan to the Company by Ms. Bahnuik approved by the former management and board of directors in 2004.  On December 19, 2007 the company issued 2,484,018 shares common stock for accrued interest of  $64,205.  We believe the issuance of the warrants and any future issuance of shares of common stock were or will be exempt from registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Sections 4(2). The warrants were issued directly by us to an executive of Abviva and did not involve a public offering or general solicitation. The recipient of the warrants was afforded an opportunity for effective access to files and records of Abviva that contained the relevant information needed to make his investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to issuing the warrants had such knowledge and experience in our financial and business matters that he was capable of evaluating the merits and risks of his investment.  Subsequent Issuance of Unregistered Securities  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  On March 25, 2007 eFund converted its $250,000 convertible debentured dated May 9, 2007 and received 11,418,657 shares of the Companys common stock. The conversion price was $0.02625.  On March 27, 2008 the Company issued 465,000 shares of common stock to Jonathan Atzen for director fees for the fiscal year ended December 31, 2007.  On March 27, 2008 the company issued 200,000 shares of common stock to Jeanne Ohrnberger pursuant to the conversion of a promissory note in the amount of $99,967 dated November 10, 2006.  We believe the issuance of the warrants and any future issuance of shares of common stock were or will be exempt from registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Sections 4(2). The warrants were issued directly by us to an executive of Abviva and did not involve a public offering or general solicitation. The recipient of the warrants was afforded an opportunity for effective access to files and records of Abviva that contained the relevant information needed to make his investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipient, immediately prior to issuing the warrants had such knowledge and experience in our financial and business matters that he was capable of evaluating the merits and risks of his investment.  Issuer Purchases of Equity Securities  Abviva did not repurchase any of its equity securities during the years ended December 31, 2007 or 2006.  ITEM 6.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  We intend that our forward-looking statements be subject to the safe harbors created by the Exchange Act. The forward-looking statements are generally accompanied by words such as intend, anticipate, believe, estimate, expect and other similar words and statements and variations or negatives of these words. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect, including those discussed under the heading Risk Factors in this report filed with the Securities and Exchange  23    Commission. Such risks, uncertainties and changes in condition, significance, value and effect could cause our actual results to differ materially from our anticipated outcomes. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results implied by these forward-looking statements will be realized. The inclusion of forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by Abviva, Inc. will be achieved. We disclaim any intention or obligation to update or revise any forward-looking statements contained in the documents incorporated by reference herein, whether as a result of new information, future events or otherwise.  OVERVIEW  We were originally incorporated in the State of New York under the name of Flexx Realm, Inc. on September 19, 1994. On November 3, 1998, we changed our name to BioLabs, Inc. and changed our focus to biomedical research. At this time we entered into a joint venture with Biotherapies, Inc. On November 28, 2000, we began doing business as Genesis Bioventures, Inc., and on October 29, 2001 we formally amended our charter to change our name. On November 30, 2001, we entered into a Purchase Agreement with Biotherapies, Inc., a Michigan corporation, whereby we acquired Biotherapies 50% interest, in Biomedical Diagnostics, LLC, (Biomedical Diagnostics), a Michigan limited liability company. At the time we owned the other 50% interest. Consequently, Biomedical Diagnostics became our wholly-owned subsidiary. On October 30, 2007 the Company re-domiciled from New York to Nevada.  On November 2, 2007 the Company amended its Articles of Incorporation to change its name to Abviva, Inc. In addition to Biomedical Diagnostics, we currently have approximately a 38% equity interest in Prion Developmental Laboratories, Inc. (PDL), a private Delaware company specializing in development of rapid and inexpensive tests to detect prion diseases such as Mad Cow disease and Chronic Wasting Disease. We originally became involved with PDL as a result of an Investment Agreement in 2000 and since that time have continued to invest funds, increasing our equity interest.  CURRENT OPERATIONS  Abvivas predecessor company, Genesis Bioventures, initiated a turn around and restructuring in April 2006 to enable the company to commercialize its product opportunities, the Mammastatin Serum Assay and PDLs BSE Rapid Assay for Mad Cow Disease.  Subsequent to the restructuring activities Abviva determined it would establish its business, commercial and development focus on its breast cancer diagnostic test, the Mammastatin Serum Assay, and to secure rights to develop a therapeutic treatment for breast cancer based on the same mammastatin technology.  The Company further determined that it would seek to divest it interests in PDL from its business portfolio through one of several optional corporate development initiatives, including sale of PDL to a third party.  Abviva is now established to develop and commercialize diagnostic and therapeutic products from the secreted cancer cell growth inhibitory protein, mammastatin, discovered by cancer research scientists at the prestigious University of Michigan Cancer Research Foundation.   Abviva intends to commercialize the breast cancer diagnostic test, the Mammastatin Serum Assay (MSA), developed by its wholly owned subsidiary reference laboratory, Biomedical Diagnostics, LLC.  The MSA is developed a screening diagnostic test for breast cancer.  Abviva is the exclusive licensee of the diagnostic rights to the Mammastatin patents and intellectual property portfolio owned by the University of Michigan.  We intend to commercialize this product through Biomedical Diagnostics as a CLIA Level III certified clinical reference laboratory test under the Clinical Laboratory Improvement Amendments Act.  Abviva intends to be a fully integrated diagnostics and therapeutic development company.  Upon financing and completion of the initial stages of commercialization, we intend to engage corporate partners to expand the MSA test distribution nationally and internationally.    In 2006 Abviva negotiated an exclusive option with the University of Michigan to license the Mammastatin technology and patent portfolio from the University of Michigan. That Option Agreement was successfully obtained February 5, 2007.  In February 2008 we informed the University of Michigan of our intent to  24    extend the option term.  We reached a tentative agreement with the University of Michigan to extend the option agreement until February 2009.  We expect the option agreement will be concluded during April 2008.  Under the terms of the option agreement Abviva can exercise its exclusive option to the therapeutic rights to the mammastatin technology at any time during the option agreement that includes submission of  a development plan acceptable to the University for therapeutic development of the Mammastatin technology under a license agreement to the therapeutic rights.  Acquisition of the therapeutic rights to Mammastatin is a key development for Abviva that completes the current breast cancer diagnostic and therapeutic business interests of the company. Acquisition of the therapeutic rights is a highly synergistic development plan that can create disproportionately higher accretive value for the Company. All subsequent research on the mammastatin protein for Abvivas MSA can now provide dual benefit as well as increase the value and likelihood of re-establishing the therapeutic product opportunity of mammastatin.  Abviva intends to collaborate and partner with diagnostic and therapeutic development partners to establish the biological activity of Mammastatin in cell culture, isolate the mammastatin protein, and develop a biologically active recombinant form of the protein. Further, Abviva aspires to establish an exclusive drug development joint venture with an international drug development partner to develop one or more human therapeutic treatments for breast cancer and conduct clinical trials to obtain FDA approval of a novel breast cancer therapeutic treatment based on the mammastatin protein.  In June 2006, Abviva and PDL entered into a Letter of Intent whereby Abviva agreed to acquire the remaining assets of PDL.  Under that agreement PDL could become a wholly-owned subsidiary of Abviva. We have signed various extensions on the Letter of Intent as we pursued the necessary funds to complete the transaction as well as obtain a fairness analysis as a result of an Order of Preliminary Injunction and Other Equitable Relief being brought against Efoora, Inc., PDLs majority owner, by the SEC. The SEC filed a motion on June 20, 2007 to appoint a receiver (the Receiver) for Efoora, Inc. The motion was approved by the Court.  The Company and the Receiver began discussions to negotiate the acquisition of the PDL stock by the Company.  Those discussions resulted in the Letter of Intent signed by the Receiver and the Company, effective November 27, 2007.    The Company is currently still performing due diligence on the acquisition of PDL.  On February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC Receiver, here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.  PLAN OF OPERATION  We have operated since our inception as a research and development entity and have accordingly incurred losses from operations. For the last two fiscal years ended December 31, 2007 and 2006, we sustained net losses of $(6,744,920) and $(6,421,878) respectively. At December 31, 2007, we had a working capital deficit of $5,172,004. As a result of our financial condition as of December 31, 2007, our auditors report reflects the fact that without the realization of additional capital, it would be unlikely for us to continue as a going concern.  Therefore the ability of the Company to operate as a going concern is still dependent upon its ability (1) to obtain sufficient debt and/or equity capital and/or (2) to develop its production for commercialization so that it can generate positive cash flow from operations.  Management is taking the following steps to address this situation: (a) to seek additional investors to attain additional capital to support our operations; (b) to negotiate the sale of our ownership interest in PDL which will (i) decrease our expenses related to the development of the PDL technologies and (ii) realization of capital from the sale of the assets; (c) we plan to raise a minimum of $1,00,000 through a private placement offering of a Series D convertible preferred stock which we will initiate in April of 2008; and (d) commercialization of our Mammastatin Serum Assay which we hope to offer for sale in the fourth quarter of 2008 and hope to generate revenue to support operations going forward.  Our ability to commercialize  25    the MSA and initiate sales of the test in 2008 is contingent upon raising a minimum of $1,000,000 by June 30, 2008. The future success of the Company is likely dependent on its ability to attain additional capital to support growth and ultimately, upon its ability to attain profitable operations.  There can be no assurance that the Company will be successful in obtaining such financing, or that it will generate sufficient positive cash flow from operations.  The successful outcome of these or any future activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its business plans. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.  LIQUIDITY AND CAPITAL RESOURCES  A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market and generate substantial revenues, which may take the next few years to fully materialize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.  Liquidity and Capital Resources at December 31, 2007 and 2006.  The following table summarizes current assets, liabilities and working capital at December 31, 2007 compared to December 31, 2006.  December 31, 2007December 31, 2006Increase / (Decrease)$%Current Assets$2,502$308,899($306,397)99%Current Liabilities$5,174,508$4,319,498$855,01019.7%Working Capital (Deficit)$(5,172,004)$(4,010,599)$1,161,40528.9%  Cash flows used in operating activities totaled $644,060 for the year ended December 31, 2007. Additionally, we incurred a net loss of ($6,744,920) for the year ended December 31, 2007, which was an increased of $323,042 when compared to the same period the year before.  As Abviva is currently structured, we expect to incur continuing losses from the operation of Biomedical Diagnostics LLC.  During the first quarter of 2006, we established promissory notes in the amount of $165,000 from three former officers for unpaid compensation at a rate of 6% per annum. The notes matured as of June 30, 2006 and we had made principal payments of $27,000. Currently, we owe $138,000 under these notes and are accruing interest at the default rate of 10%. Also during that quarter, we entered into Termination and Convertible Promissory Notes with three former officers, whereby we agreed to pay severance in the total amount of $24,000 per month for a period of 12 months. Pursuant to these notes, we agreed to accrue interest at a rate of 6% per annum and the notes matured as of April 1, 2007. Each note is convertible into shares of our common stock. As of December 31, 2006, we had accrued $240,000 under these notes.  During the second quarter of 2006, we closed our private placement of Bridge Notes for a principal amount of $1,000,000, whereby each investor of the note received the number of shares of common stock equal to 2 1⁄2 times the principal amount of the note purchased. Additionally, we issued 2,500,000 shares of our  26    common stock to the note holders. Each note carries 12% interest, which is to subject to an increase to 18% after 90 days from the date of issuance. As of December 31, 2006, the notes are in default and we are accruing interest at a default rate of 18% per annum. In addition to receiving these funds, we agreed to pay a commission of 10% of the gross proceeds from the sale of Bridge Notes.  Also during the second quarter of 2006, we allowed note holders who had invested in our 2004 private placement of bridge securities to convert principal and interest owed into shares of our common stock. The principal balance was converted at $0.20 per share and interest was converted at $0.26 per share. As a result of these conversions we issued 1,397,500 shares of common stock. As of December 31, 2006, we have a remaining balance of $917,500 under these notes.  In the past, Abviva received a majority of its financing from promissory notes placed with a significant shareholder of the Company. There can be no guarantee that the shareholder will continue to lend funds or that any other lender will provide short-term funds. During the second and third quarters of 2006, we entered into 3 promissory notes totaling $300,000, which bear an interest rate of 10% per annum with the entire principal balance due upon completion of financing. Under the terms of these notes, we agreed to pay the interest in the form of restricted common stock at a rate of 2 shares for every dollar lent by the holder. Pursuant to these notes, we issued a total of 750,000 shares of common stock to the note holders.  On December 29, 2006 we entered into a 6 month, unsecured $500,000 convertible note with an accredited investor. The note has a maturity date of May 9, 2007 and bears interest at a rate of 18% per annum. We received net proceeds of approximately $409,243 from the financing, after payment of fees and expenses. Additionally, we agreed to issue 2 1⁄2 shares of its restricted common stock for each dollar loaned pursuant to the note, which equates to approximately 1,250,000 shares.   On September 11, 2007 the Company received Notice of Conversion of Promissory Note from the investor for 19,047,619 shares of common stock for payment of Principal Amount and for 2,484,018 shares of common stock for payment of Interest.  The Company subsequently issued 19,047,619 shares of common stock for the Principal Amount in 2007.  2,484,018 shares of common stock were issued to the investor for payment of Interest in 2008 following the Companys ticker and CUSIP changes, effective February 2008.  In the fiscal year ended December 31, 2007 we engaged in the following financing activities to fund operations:  · On May 9, 2007, we entered an unsecured convertible debenture totaling $250,000 with an interest rate of 12% with eFund Capital Management, LLC.  The entire principal is due November 7, 2007 and is convertible into shares of our common stock.  Additionally, we agreed to issue a total of 500,000 of common stock in conjunction with this agreement. On March 25, 2007 eFund Converted its $250,000 Convertible Debentured dated May 8, 2007 and received 11,418,657 shares of the Companys common stock. The conversion price was $0.02625.  · On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors, in the amount of $40,000.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  · On November 15, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008.  The note is convertible into the Companys common stock at a conversion price of five cents ($.05) per share.  Per the agreement, the Company agreed to issue a total of 10 shares of the Companys Series C Convertible Preferred stock as a financing fee.  · On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors, in the amount of $50,000.00.  The unpaid principal amount of this Note  27    shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  As of December 31, 2007, we had cash on hand of approximately $2,502 and a working capital deficiency of $5,172,005. Cash on hand is not sufficient to meet our current needs.  Our current plan of operation calls for an equity financing of at least $1,000,000 to be utilized in commercializing our Mammastatin Serum Assay. Consequently, we will be required to seek additional capital in the future to fund growth and expansion through additional equity or debt financing, registered primary equity offering and/or to partner with or enter into joint development and distribution arrangements with an established biomedical company. Currently, we are pursuing a new line of financing. At the time of this filing we have not initiated any new financing. No assurance can be made that such financing will be completed.  Our future capital requirements will depend on many factors, including; (i) advancement of Biomedical Diagnostics development and commercialization programs; (ii) payments made to secure and develop additional cancer diagnostics technologies; (iii) the cost and availability of third-party financing for development and commercialization activities; and (iv) administrative and legal expenses. Should we not be able to secure additional financing when needed, we may be required to slow down or suspend our growth or reduce the scope of our current operations, any of which would have a material adverse effect on our business.  Off-Balance Sheet Arrangements  We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  Going Concern  These consolidated financial statements have been prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes the Company will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain conditions discussed below, currently exist which raise substantial doubt about the validity of this assumption. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The Companys future operations are dependent upon the Company's ability to remain compliant with its medical technology license agreement with the University of Michigan, obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from its investments. Furthermore, the Company's equity investments may require additional funding from the Company to continue research and development and other operating activities. As of December 31, 2007, the Company is considered to be in the development stage as the Company has not commenced planned operations, or begun to generate revenues. The Companys ability to continue as a going concern is in doubt because it has not generated revenues, and has experienced negative cash flow from operations and is not in compliance with the repayment terms of certain promissory note obligations. The Company had a working capital deficiency of $5,172,004 as at December 31, 2007. The Company does not have sufficient working capital to sustain operations until the end of the year and is in immediate need of cash financing. The Company is currently looking to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms. If the Company is unable to obtain required financing, it may have to reduce or cease operations or liquidate certain assets.  Critical Accounting Policies and Estimates  28     The Companys discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Companys financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company 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 ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the impairment of its equity investments and intangible assets. Actual results could differ from the estimates. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.  The Company accounts for its investment in companies in which it has significant influence by the equity method. The Companys proportionate share of earnings (loss) as reported, net of amortization of the excess purchase price over the net assets acquired, is included in earnings and is added (deducted from) the cost of the investment. The Company records its proportionate share of losses of such investments until the carrying value of the investment is reduced to $-0-. The Company does not record losses in excess of such amounts as it has no obligations to provide additional funding. A loss in the value of the Companys equity investments is recognized when the loss in value is determined to be other than temporary based on the estimated future results of operations of the investee.  The Company accounts for its investments in which it does not have significant influence by the cost method. Under the cost method, the cost is adjusted for dividends received in excess of the Company's pro rata share of post acquisition income, or when an other than temporary decline in value occurs.  The Company applies the provisions in FASB Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under this standard, an impairment loss calculated as the difference between the carrying amount and the fair value of the asset, should be recognized on long-lived assets held and used only if the carrying amount of the asset is not recoverable from its undiscounted cash flows. Long-lived assets to be disposed of other than by sale are considered held and used, until they are disposed of. Long-lived assets to be disposed of by sale are measured at the lower of carrying amount or fair value less cost to sell. To the Company, long-lived assets include property and equipment and medical technology licenses.  The Company evaluates the recoverability of property and equipment and medical technology licenses whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company recognized an impairment loss if the projected undiscounted future cash flows is less than the carrying amounts. The amount of the impairment charge, if any, is measured equal to the excess of the carrying value over the assets fair value, generally determined using the future operating cash flows discounted at the Company's average rate of cost of funds. The assessment of the recoverability of property and equipment and medical technology licenses will be impacted if estimated future cash flows differ from those estimates.  Recent Accounting Pronouncements  In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No, 157 will be effective for the Company beginning January 1, 2008. Management is currently evaluating the effects SFAS No. 157 will have on the Companys financial condition and results of operations.  In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), to provide guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. Under SAB 108, companies should evaluate a misstatement based on its impact on the current year income statement, as well as the cumulative  29    effect of correcting such misstatements that existed in prior years existing in the current year's ending balance sheet. SAB 108 will become effective for the Company in its fiscal year ending June 30, 2007. The Company is currently evaluating the impact of the provisions of SAB 108 on its financial statements.   RISK FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION  Risks Associated with Our Business and Marketplace  We are a development stage company and have minimal operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations.  We were formed to engage in the business of designing and developing biomedical technologies and products implementing these technologies. We have yet to generate significant revenues from operations and have been focused on organizational, start-up, research and development, and market analysis activities since we were formed. Although our subsidiary has an exclusive license to manufacture one product and our equity interest in a company has been granted patent protection, there is nothing at this time on which to base an assumption that our business operations of commercializing these products will prove to be successful or that we will ever be able to operate profitably.  We have incurred substantial losses and expect to continue to incur losses for the foreseeable future.  We have operated since our inception as a research and development entity and have accordingly incurred losses from operations. For the last two fiscal years ended December 31, 2007 and 2006, we sustained net losses of $6,744,920 and $6,421,878, respectively. At December 31, 2007 we had a working capital deficit of $5,172,004. Capital requirements have been and will continue to be significant, and our cash requirements have exceeded cash flow from operations since inception. We are in need of additional capital to continue our operations and have been dependent on the proceeds of private placements of our securities to satisfy working capital requirements. We will continue to be dependent upon the proceeds of future offerings or to fund development of products, short-term working capital requirements, marketing activities and to continue implementing the current business strategy. There can be no assurance that we will be able to raise the necessary capital to continue operations.  We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us or our shareholders, which may result in our inability to fund our working capital requirements and harm our operational results. Furthermore, the issuance of additional equity securities will cause dilution to our existing shareholders.  We believe that current cash on hand and the other sources of liquidity may not be sufficient enough to fund our operations through fiscal 2087. In that event we would need to raise additional funds to continue our operations and to the extent that additional financing is obtained through the issuance of additional equity securities, any such issuance may involve substantial dilution to our then-existing shareholders. Additionally, to the extent that we incur indebtedness or issue debt securities, we will be subject to all of the risks associated with incurring additional indebtedness, including the risks that interest rates may fluctuate and cash flow may be insufficient to pay principal and interest on any such indebtedness. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.  Our auditors report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern.  As a result of our deficiency in working capital at December 31, 2007 and other factors, our auditors have included an explanatory paragraph in their audit report regarding substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments as a result of this  30    uncertainty. The going concern qualification may adversely impact our ability to raise the capital necessary for the continuation of operations.  We may be unable to compete successfully in the highly competitive biotechnology industry.  Competition in the biotechnology industry is intense and based significantly on scientific and technological factors. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain governmental approval for testing, manufacturing and marketing. We compete with other specialized biotechnology firms in the United States, and elsewhere. Biotechnology firms are not limited geographically. Many biotechnology companies have focused their development efforts in the human diagnostics and therapeutics area, including cancer. Many major pharmaceutical companies have developed or acquired internal biotechnology capabilities or made commercial arrangements with other biopharmaceutical companies. These companies, as well as academic institutions, governmental agencies and private research organizations, also compete with us in recruiting and retaining highly qualified scientific personnel and consultants. Abviva and our affiliate companies have to compete against other biotech companies with greater market recognition and substantially greater financial, marketing and other resources.  We are highly dependent on a key executive officer for the success of our business plan.  Our success depends to a critical extent on the continued services of our Chief Executive Officer, Douglas C. Lane. If we lost this key executive officer, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and the diversion of limited working capital. We can give you no assurance that we could find a satisfactory replacement for this key executive officer at all, or on terms that are not unduly expensive or burdensome. We do not have an employment agreement with Mr. Lane and his current agreement with the Company is severable by either party at will.  It is unlikely we will be able to commit our funds to other business opportunities until we are able to obtain revenues and therefore we will remain dependent on a limited number of products, which are subject to meeting FDA and/or USDA approval.  Due to the fact that we are a development stage company, it is unlikely that we will be able to commit any funds to other business opportunities, until and unless we have been able to produce revenues with our MSA test or with the distribution of PDLs products. There can be no assurance that this in fact will happen. Additionally, there can be no assurance clinical trials for FDA approval will be held or that the MSA test will be approved or ever sold in commercial quantities. Furthermore, at this point in time we do not have management control over PDL to ensure that they will be able to meet USDA approval or any other necessary regulatory bodies that their products will be required to meet.  Our research and development activities and the manufacture and marketing of our intended products are subject to extensive regulation for safety, efficacy and quality by numerous government authorities in the United States and abroad. Before receiving FDA clearance to market our proposed products, we will have to demonstrate that our products are safe and effective on the patient population and effective for the intended uses.  Furthermore, clinical trials, manufacturing and marketing of medical related testing products are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities. Clinical trials and regulatory approval can take a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and other resources. The time-frame necessary to achieve these developmental milestones may be long and uncertain, and we may not successfully complete these milestones. FDA clearance is also often required to conduct clinical trials.  We are subject to US and International laws and regulations which may have a material negative impact on our financial condition.   31    We are subject to United States and international laws and regulations regarding the development, production, sales and marketing of our medical tests that we sell. We may be required to comply with certain restrictive regulations, or potential future regulations, rules, or directives. Due to the nature of the medical and biotechnology industry, we cannot guarantee that restrictive regulations will not, in the future, be imposed. Such potential regulatory conditions or compliance with such regulations may increase our cost of operations or decrease our ability to generate income. Potentially many of our operations will be affected by federal, state and local health care regulations and could potentially be interrupted or terminated on the basis of health care or other considerations. Moreover, we are potentially subject to significant financial penalties if we violate such regulations. Attempted compliance with such regulations may affect our operations and may necessitate significant capital outlays.  We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.  Our success depends, in large part, on our ability to protect our current and future products and to defend our intellectual property rights. We may be unable to acquire or maintain patents and trademarks in the United States and other countries in which we may conduct business. We cannot be sure that patents will be issued with respect to any future patent applications or that our competitors will not challenge, invalidate or circumvent any existing or future patents issued to, or licensed by, us.  Third parties may assert trademark, patent and other types of infringement or unfair competition claims against us. If forced to defend against any such claims, we may face costly litigation and diversion of technical and management personnel. Further, if efforts to enforce intellectual property rights are unsuccessful or if claims by third parties are successful, we may be required to pay financial damages or alter our business practices.  Our limited resources may prevent us from retaining key employees or inhibit our ability to hire and train a sufficient number of qualified management, professional, technical and regulatory personnel.  Our success may also depend on our ability to attract and retain other qualified management and personnel familiar in biotechnology industry. Currently, we have a limited number of personnel that are required to perform various roles and duties as a result of our limited financial resources. We intend to use the services of independent consultants and contractors to perform various professional services, when appropriate to help conserve our capital. However, if and when we determine to acquire additional personnel, we will compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.  If we cannot effectively manage our growth, we may incur substantial losses.  Any dramatic growth in our business could place a substantial burden on our production capacity and administrative resources. Businesses, which grow rapidly, often have difficulty managing their growth. We have limited management depth, and we will have to employ experienced executives and key employees capable of providing the necessary support. We may be unable to do so and our management may not be able to manage our growth effectively or successfully. Rapid growth can often put a strain on management, financial, and operational resources of a company. In addition, we would likely need to enhance our operational systems and personnel procedures. Our failure to meet these challenges could cause our efforts to expand operations to prove unsuccessful and cause us to incur substantial operating losses.  Risk Factors Relating to Our Common Stock  If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  32     Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, NASD has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period then we will be ineligible for quotation on the OTC Bulletin Board. Our quarterly report for the period ended September 30, 2006 was considered late as we were unable to meet the filing grace period as defined under Rule 12b-25. Therefore, we must not have two more late filings within the next two years or we will be in jeopardy of being dequoted from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.  Because our common stock is deemed a low-priced Penny Stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.  Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment of our common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:  · Deliver to the customer, and obtain a written receipt for, a disclosure document; · Disclose certain price information about the stock; · Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; · Send monthly statements to customers with market and price information about the penny stock; · In some circumstances, approve the purchasers account under certain standards; and · Deliver written statements to the customer with information specified in the rules.  Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.  NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.  In addition to the penny stock rules described above, the National Association of Securities Dealers (NASD) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.  Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process  33    designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Abviva; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Abviva are being made only in accordance with authorizations of management and directors of Abviva, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Abvivas assets that could have a material effect on the financial statements.  We have a limited number of personnel that are required to perform various roles and duties as well as be responsible for monitoring and ensuring compliance with our internal control procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.  Our Certificate of Incorporation authorized our Board of Directors to issue up to 100,000,000 shares of preferred stock, which could adversely affect the voting power of our common stock holders.  The Board of Directors is authorized, without further approval of our shareholders, to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences, privileges and restrictions applicable to each new series of preferred stock. The issuance of such stock could adversely affect the voting power of the holders of Common Stock and, under certain circumstances, make it more difficult for a third party to gain control of the Company, discourage bids for the common stock at a premium, or otherwise adversely affect the market price of the common stock. As of the date of this filing, we have authorized 2,000,000 shares of Class A Convertible Preferred Stock (Class A Preferred Stock) of which 63,562 are issued and outstanding. Class A Preferred Stock is subject to anti-dilution provisions which could cause additional shares of Common Stock to be issued upon completion of any future financings.   In addition the Company has authorized 400 shares of Series C Convertible Preferred Stock of which 170 are outstanding and 50 more shares are subject to be issued to our CEO, Doulas Lane, pursuant to his employment contract with the Company.  We do not expect to pay dividends for the foreseeable future.  For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.  ITEM 7. FINANCIAL STATEMENTS  See Index to Financial Statements and Financial Statement Footnotes appearing on page F-1 through F-41 of this Form 10-KSB.  ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  None.  ITEM  8A.  CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-KSB, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934).  Based  on  that  evaluation,  our  Chief Executive Officer and Principal Accounting Officer  concluded  that  our  disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we  file  or  submit  under the Securities Exchange Act of 1934 (i) is recorded, processed,  summarized  and  reported  within  the  time  periods  specified  in Securities  and Exchange Commission  34    rules and forms, and (ii) is accumulated and communicated  to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.  Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting.  Management's  assessment  of the effectiveness  of our internal control over financial reporting is expressed at the  level  of  reasonable assurance that the control system, no matter how well designed  and operated, can provide only reasonable, but not absolute, assurance that  the  control  system's  objectives  will  be  met.  Managements Report on Internal Control Over Financial Reporting  Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Inherent in small business is the pervasive problem of segregation of duties.  Given that the Company has limited resources, the Chief Executive Officer also fulfills the Chief Financial Officer role and the Company employs a small limited office staff, segregation of duties is not possible at this stage in the corporate lifecycle.  Based on its assessment, management concluded that, as of December 31, 2007, the Companys internal control over financial reporting is effective based on those criteria.  This Annual Report does not include an attestation report of the Companys registered public accounting firm regarding internal controls over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only Managements Report in this Annual Report.     Changes in Internal Control over Financial Reporting  Management has made substantial progress to complete the companys turn around and its corporate and financial restructuring.  Specifically, the corporate office is relocated to Los Angeles and is in full effect.  All current corporate documents are in that office.  All historic corporate documents are indexed and stored with a legal document storage company.  In November 2006 the Company terminated the CFO consulting agreement and elected the CEO as the Companys Principal Accounting Officer. In December the Company determined to retain new financial and SEC legal service providers.  The companys board of directors subsequently approved the CEOs recommendations and authorized the CEO to retain a new team during the remaining turn around and restructuring of the company.  As of the end of the reporting period December 31, 2006, Douglas C. Lane, our Chief Executive Officer and Principal Accounting Officer evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 under the Securities Exchange Act of 1934. Based upon his evaluation, Mr. Lane concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.  A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management had identified the following material weaknesses, which caused management to conclude that, as of December 31, 2006, our disclosure controls and procedures were not effective at the reasonable assurance level.  The material weakness identified were primarily attributable to the Companys turn around and restructuring efforts, included relocation of the Companys headquarters to Los Angeles. As of August 6, 2007 the company completed its plan to retain a finance team including new auditor, a new accountant, a new bookkeeper, new SEC legal counsel and a new transfer agent.  Additionally, the company retained a new board of directors.  The current board intends to retain their positions through the final restructuring events and, as soon as practicable following completion of the companys restructuring, recruit independent board members so that a) the majority of the board will be independent, and b) the company will have an independent audit committee.  By the end of the reporting period ending December 31, 2008 the company implemented additional disclosure controls and procedures. These steps have been implemented to build redundancy in the Companys internal controls and financial processes to ensure that the accounting errors that have occurred in the past do not happen in the future.  Furthermore, we have begun to identify the points in each process at which errors could occur and have implemented controls that are designed to prevent or detect errors on a timely basis.  The Company has instituted regular quarterly meetings to review each department's significant activities and respective disclosure controls and procedures. A process has been established whereby accounting and operational personnel and an executive management member collectively determine the appropriate accounting and disclosure review of material agreements.  We are also implementing training programs for all current and future employees regarding the Companys internal controls and compliance programs.  There were changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as noted above during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  35     ITEM 8B. OTHER INFORMATION  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  PART III  ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Limitation of Liability of Directors  Name: Age: Position Douglas C. Lane 58 Chief Executive Officer and Director Jeffrey Conrad 34 Director and Corporate Secretary Barrett Evans 36 Director Robert Lutz 71 Director Victor Voebel 59 Director   Douglas C. Lane, currently is the President and Founder of Experigen Management Company, which provides professional management and interim senior executive management services to small cap and micro cap public and private technology and biotechnology companies.  Mr. Lane has over 30 years experience in the biotechnology industry ranging from his clinical laboratory experience to serving in executive positions for various biotech companies.  Prior to founding Experigen in 2005, Mr. Lane served as the President, Chief Executive Officer, Chairman and Director of ViaLogy Corp. from 2001 to 2005.  Mr. Lane helped ViaLogy from its initial application to revenue production based on complex technology and an IP portfolio with no Prior Art patents.  From 1999-2001 Mr. Lane was a Principal at Interhealth Development Company where he assisted in developing life science technology business in the United States as well as Europe.  Mr. Lane also gained experience in Business Development through his many years as a Director of Business Development at SmithKline Beecham Clinical Labs and SmithKline Beecham Pharmaceuticals Research and Development between the years of 1987-1994.  During his time at SmithKlines Clinical Labs he performed mergers and acquisitions and business development projects for diagnostic and genomic technology platforms.  While at SmithKlines Pharmaceuticals Research and Development, Mr. Lane managed business initiatives in genomic drug discovery, including the joint venture with Human Genome Sciences and The Institute for Genomic Research.  Mr. Lane has a degree in Psychology from the University of Southern California, a degree in Microbiology and Biochemistry from California State University, Chico, and a MBA in Finance from Golden Gate University.  Mr. Jeffrey Conrad, has been a director of ours since June of 2007 and currently serves as the Secretary of the Company.  Mr. Conrad is a securities attorney and partner in eFund Capital Management, LLC.  He has accumulated successful experience in all facets of investment banking including portfolio management, mergers and acquisitions, financial analysis, and legal analysis.  He was formerly with Gibson, Dunn and Crutcher and Universal Pictures.  Mr. Conrad is a graduate of the University of California, Los Angeles and received his Juris Doctorate degree from Loyola Law School.  Barrett Evans, has been a director of ours since June of 2007.  Mr. Evans is eFund Capital Managements managing partner.  He began his career with Cruttenden Roth, a California regional emerging growth focused investment bank.  He has significant relationships with institutional investors in private equity and debt offerings and has engaged in all facets of investment banking from private debt and equity financing to  36    Initial Public Offerings, retail brokerage and institutional trading, Mezzanine financing and bridge capital.  Mr. Evans is a graduate of the University of California, Santa Barbara.  Mr. Robert Lutz,has spent most of the last 30 years as a senior executive officer, founder and private investor in several companies. Prior to his retirement, Mr. Lutz had a successful career in industrial engineering and was with The General Electric Company from 1960 through 1968 and various other start-up companies in the computer industry. In 1975, Mr. Lutz founded Continental Circuits Corp where he served as the CEO, President, and Chairman of the Board. Mr. Lutz resigned from those positions after the companys public offering in 1995. Currently, Mr. Lutz is the largest investor and shareholder of the Registrant and has previously served as a Director of the Registrant from 2001 through 2005.  Mr. Victor Voebel,Jr., since retiring from executive positions, well over 10 years ago, has acted as a private investor in companies. Mr. Voebel received a BBA from Southwest Texas State University in 1970 and then spent the next 20 years a senior executive sale and marketing professional at several biomedical and medical device companies. During this time period Mr. Voebel worked at Hydrocurve Soft Lense and Cilco. Currently, Mr. Voebel is the Registrants second largest investor and shareholder.  So far as permitted by law, our Certificate of Incorporation and By-Laws of Abviva provide that the Company will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been Company directors or officers unless, in any such action, they are adjudged to have acted with gross negligence or to have engaged in willful misconduct. As a result of such provisions, shareholders may be unable to recover damages against the directors and officers of the Company for actions taken by them which constitute negligence or a violation of their fiduciary duties. This may reduce the likelihood of shareholders instituting derivative litigation against directors and officers and may discourage or deter shareholders from suing directors, officers, employees and agents of the Company for breaches of their duty of care, even though such action, if successful, might otherwise benefit the Company and its shareholders.  Election of Directors and Officers  Each director holds office until our annual meeting of shareholders and until his/her successor is duly elected and qualified. Officers are elected by the Board of Directors and hold office at the discretion of the Board of Directors.  No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.   37    No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.  Section 16(a) Beneficial Ownership Reporting Compliance  Section 16(a) of the Securities and Exchange Act of 1934, as amended, generally requires the Companys directors and executive officers and persons who own more than 10% of a registered class of the Companys equity securities (10% owners) to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors and executive officers and 10% owners are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file. During preparation of this filing, we discovered that the reports required by Section 16(a) were not filed in connection with the securities issuances to our officers and directors during fiscal 2007.  Audit Committee  During the 2007 fiscal year, our Board of Directors performed some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.  Code of Ethics  · A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote; · Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer; · Compliance with applicable governmental laws, rules and regulations; · The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and · Accountability for adherence to the code.  We adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our officers and directors serve in all the above capacities. We will provide an electronic or paper copy of the code of ethics free of charge, upon request made to the Company. If any substantive amendments are made to the written code of ethics, or if any waiver (including any implicit waiver) is granted from any provision of the code to our Chief Executive Officer, Chief Financial Officer or Corporate Controller, we will disclose the nature of such amendment or waiver in a report on Form 8-K.  During 2008 the Company intends to develop, approve and implement an amended Code of Ethics.  Nominating Committee  We do not have a Nominating Committee or Nominating Committee Charter. Our board of directors performed some of the functions associated with a Nominating Committee. Generally, nominees for directors are identified and suggested by the members of the board or management using their business networks. The board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.  ITEM 10. EXECUTIVE COMPENSATION  38     The following table sets forth for fiscal 2007 the compensation, in compliance with the reporting requirements of the SEC, for our Chief Executive Officer and Principal Executive Officer during fiscal 2007.   No other executives received compensation greater than $100,000 for the fiscal year 2007.  Summary Compensation TableName and Principal PositionYearSalaryStock Awards (1)Option Awards (1)All Other CompensationTotalDouglas C. Lane, CEO and/or Principal Executive Officer, Director2007$221,700 (2)$394,940
(2) (3)$0$0$616,640  1. The amounts shown in these columns reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123R. The assumption used in calculating these amounts are set forth in Note 9 to our Financial Statements, which is located on page F-29 through F-32 of our Annual Report on Form 10-KSB. 2. Mr. Lane received compensation pursuant to the Experigen Management Consulting agreement, which was signed in November 2005 and continued through April 2006. Pursuant to this agreement, Experigen received $30,000. A non-employee agreement was signed with Experigen Management in April 2006 of which Mr. Lane was entitled to receive cash compensation of $136,000 for the remainder of 2006. As of December 31, 2006, Experigen had received $96,000 pursuant to this agreement. In addition to the cash compensation, Experigen was entitled to receive 1,229,092 shares of our common stock and warrants to purchase up to 3,072,732 shares of our common stock at an exercise price of $0.10 per share. In the event of a change-of-control and the Experigen agreement is terminated, Mr. Lane will be entitled to keep 100% of the stock and warrants authorized in the agreement. Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination. 3. Mr. Lane received 209,602 shares valued at $50,500 as compensation for his services as a member of the board of directors.  Compensation Committee  39     We currently do not have a compensation committee of the board of directors. However, the board of directors may establish a compensation committee once the company is no longer in its development stage, which would consist of inside directors and independent members. Until a formal committee is established, our Board of Directors will review all forms of compensation provided to our executive officers, directors, consultants and employees including stock compensation and loans.  Employment Agreements and Termination of Employment  We entered into 3 year employment agreements with our former executives and directors, Messrs. E. G. McCartney, Chief Executive Officer; Larry Pasemko, Executive Vice-President; and T.J. Louis McKinney, Chief Financial Officer on January 1, 2005. These agreements contained confidentiality clauses and provided for early termination for change in control or relocation of the Companys principal offices. As a result of the Companys reorganization and relocation, Mr. McKinney, Mr. Pasemko, and Mr. McCartney all resigned during the second quarter of 2006. Pursuant to the agreements, if the Company terminates the agreement(s) without cause upon or in connection with relocation of the Companys principal offices, the following terms would be enacted: (a)in consideration of the amounts paid and/or payable pursuant to Termination Without Cause, the individual agrees to be available to the Company to perform consulting services at appropriate fees (to be determined) when called upon, from time to time during the Severance Period, including travel to locations as determined by the Company, up to a maximum of seventy-five (75) hours per calendar month.  (b)in addition to the amounts paid and/or payable under Termination Without Cause clause, the individual shall be entitled to reimbursement for expenses incurred in furtherance of consulting services performed by the Consultant pursuant to Subsection (a) above, including all expenses relating to required or requested travel (including travel costs, accommodation and meals),  (c)the Company shall reimburse the individual for expenditures approved by the Company in his performance of duties on behalf of the Company.   As a result of these terminations, we entered into Termination and Convertible Promissory Notes with three former officers, whereby we agreed to pay severance in the total amount of $24,000 per month for a period of 12 months. Pursuant to these notes, we agreed to accrue interest at a rate of 6% per annum and the notes matured as of April 1, 2007. Each note is convertible into shares of our common stock.  Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by  40    Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination.  Equity Awards  Name# of Securities Underlying Unexercised Options Exercisable# of Securities Underlying Unexercised Options Un-exercisableEquity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned OptionsOption Exercise PriceOption Expiration DateDouglas C. Lane Principal Executive Officer319,420
319,420
1,536,366
1,536,366$0.10
$0.20
$0.10
$0.2011/04/10
11/04/10
04/03/11
04/03/11  (1)Mr. Lane agreed to perform the services of our Interim Chief Executive Officer pursuant to signing an agreement with Experigen Management Company on April 3, 2006. Pursuant to the non-employee Interim Chief Executive Officer Agreement with Experigen, we authorized the issuance of 1,229,092 shares of our common stock and two five-year warrants totaling 3,072,732 shares.   The Company renewed his contract on October 3, 2007 whereby Company granted Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis   Stock Options Plans  In 1998, we adopted a stock option plan, Year 1998 Stock Option Plan, which authorized 650,000 shares of common stock be available for granting of options. On September 28, 1999, we increased the authorized to 930,000 shares.  During fiscal year 2000, we adopted a stock option plan, Year 2000 Stock Option Plan, which authorized 500,000 stock options to further our interests, our subsidiaries and our stockholders by providing incentives in the form of stock options to key employees, consultants, directors, and other who materially contribute to our success and profitability. We also adopted a new stock option plan in fiscal year 2001, Year 2001 Stock Option Plan that authorizes the issuance of 2,000,000 stock options to officers, directors, employees and consultants to acquire shares of our common stock.  The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. The exercise price for the stock options shall not be less than the fair market value of the underlying stock at the date of grant, and have terms no longer than ten (10) years from the date of grant.  On April 7, 2003, we re-priced all stock options issued to officers, directors and employees to be exercisable at the then fair value of our common stock of $0.48 per share. We are required to account for the repricing of stock options using variable accounting from the date of modification. Any increase in the intrinsic value of the re-priced options will decrease reported earnings, and any subsequent decrease in intrinsic value will increase reported earnings, except that the intrinsic value can never be less than zero. There is a potential for a variable non-cash charge in each reporting period until all of our repriced stock options are exercised, forfeited or expire.  41     On July 7, 2006, the Board of Directors approved the 2006 Consultant Stock Plan, in which common stock may be granted to employees, officers, directors, consultants, and other service providers. Pursuant to this plan we reserved 3,000,000 shares that could be issued under this plan and filed a Registration Statement on Form S-8 on July 21, 2006 registering these shares. As of December 31, 2006, we had 456,938 shares available for issuance under this plan.  On July 31, 2007, the Board of Directors approved the 2007 Consultant Stock Plan, in which common stock may be granted to employees, officers, directors, consultants, and other service providers. Pursuant to this plan we reserved 3,000,000 shares that could be issued under this plan and filed a Registration Statement on Form S-8 on February 15, 2008 registering these shares. As of December 31, 2007, we had 3,000,000 shares available for issuance under this plan.  Director Compensation  The following table presents a summary of the compensation paid to the members of our Board of Directors during the fiscal year ended December 31, 2007. Except as listed below, no other compensation was paid to our Directors.   Director CompensationNameFees Earned or Paid in CashStock AwardsOption AwardsAll Other CompensationTotalDouglas C. Lane$18,000$29,500 (1)$0$0$29,500Jonathan Atzen$22,500$0$0$0$22,500Dr. Ian B. Woods$4,500$15,000 (1)$0$0$19,500Antony Dyakowski$7,500$18,000 (1)$0$0$25,500Jeffrey Conrad$9,100$0$0$0$9,100Barrett Evans$9,100$0$0$0$9,100Victor Voebel$12,300$0$0$0$12,300Robert Lutz$12,300$0$0$)$12,300  (1)On March 23, 2007, we authorized the issuance of 209,602 shares (a total of 628,806) of common stock to three of our board of directors as a retainer for the 2006 year and consideration for their services during 2006.   Each member of the Abvivas Board of Directors are entitled to cash compensation of $1,500 per month or the equivalent of $2,250 per month if paid in stock. As a result of limited cash resources, Abviva opted to compensate most of the directors for their services in shares of our common stock. Therefore, Messrs Lane, Woods and Dyakowski received 109,602 shares for their services during the 2006 year. In addition to the monthly compensation for each director, we issued to Messrs. Lane, Woods and Dyakowski a retainer of 100,000 shares of our common stock for the 2006 year. Messrs. Lane, Atzen, Conrad, Evans, Voebel, and Lutz accrued a total of 59,300 shares of common stock in total for director compensation in 2007 but the shares have not been issued as of April 9, 2007.  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.   42    The following table presents information, to the best of Abvivas knowledge, about the beneficial ownership of its common stock on April 9, 2008, held by those persons known to beneficially own more than 5% of its capital stock and by its directors and executive officers. The percentage of beneficial ownership for the following table is based on 107,154,692 shares of common stock outstanding as of April 9, 2008.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the shareholder has sole or shared voting or investment power. It also includes (unless footnoted) shares of common stock that the shareholder has a right to acquire within 60 days after April 9, 2008 through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.  Name of Beneficial Owner (1)Number of SharesPercent of Class(2)The Lutz Family Trust (1)12,804,89511.9%Victor Voebel, Jr. (2)6,601,3796.16%Douglas Lane, CEO and Chairman (3)5,861,2565.46%eFund Capital Management, LLC (4)28,829,67326.90%Firebird Master Fund II LTD (5)22,907,93721.37%Jeffrey Conrad (6)1,071,5471%Beneficial Owners as a Group78,076,68772.86%Directors and Executive Officers as a Group55,441,75051.73%   *As used in this table, beneficial ownership means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).  ** Figures are rounded to the nearest tenth of a percent.  (1) Robert Lutz is a director of ours and holds his shares in the Lutz Family Trust which he purchased from the Company in a private placement in 1999.   On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors, in the amount of $50,000.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  (2) Victor Voebel is a director of ours and purchased the shares in a private placement in 2005.  Mr. Voebel also purchased shares from a affiliate of the Company.  On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors,  in the amount of $40,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  The monies received will be issued for general operating expenses.  (3). Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and  43    responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination.  (4) On June 20, 2007 we entered into a consulting agreement with eFund Capital Management, LLC. eFund Capital Management, LLC is a private equity firm managed by Barrett Evans and Jeffrey Conrad. Pursuant to the agreement we agreed to issue eFund a convertible preferred series of stock, Series C that converts into 10% of our outstanding common stock after conversion. Mr. Evans and Mr. Conrad have voting power over the shares issued to eFund.  Furthermore, eFund Capital Management has a $250,000 Convertible Debenture with the Company which eFund Converted into common stock of the company on March 25, 2007 and received 11,418,657 shares of the Companys common stock at $0.02625 and eFund received 500,000 shares for entering into the Convertible Debenture Agreement.  eFund also has an additional $250,000 Convertible debenture which if converted on the date hereof  eFund would receive shares of common stock and eFund received 10 shares of Series C Convertible Preferred Stock for entering into the Convertible Debenture Agreement.  The total share amount listed above also takes into consideration conversion of this Convertible Debenture.  (5) Firebird Capital Management, LLC had a $500,000. Convertible Debenture with the Company which it converted into common stock of the company at a conversion price of $0.02625.  (6) Jeffrey Conrad received 10 shares of the Companys Convertible Series C Preferred Stock pursuant to his legal retainer with the Company whereby he performs corporate legal services for the Company. Series C, that at the time of conversion converts into 1% of our outstanding common stock on the day of conversion.  Jeffrey Conrad is also a managing partner with eFund Capital Management, LLC.  ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  On July 8, 2005 the Company entered into a promissory note with Victor Voebel, our director, for $175,000.  The outstanding principal balance of this the note shall bear interest at a fixed rate equal to 10% per annum.  All interest payments shall be in the form of common shares priced at $0.10 per share.  On July 21, 2006 the Company entered into a promissory note with Victor Voebel, our director, for $100,000.  The Company is to issue the holder 2 shares of the Companys common stock for every dollar invested.  On April 3, 2006 we entered into a non-employee Interim Chief Executive Officer Engagement letter with Experigen Management, whereby Douglas C. Lane, the President of Experigen, agreed to perform the services of our Interim Chief Executive Officer for a term of 18 months. Upon certain criteria being fulfilled a full time employee agreement will be entered into between us and Mr. Lane to serve as the CEO.  44    Pursuant to the agreement, we agreed to pay Experigen $17,000 per month for the term of the Interim CEO agreement. Additionally, we agreed to issue Experigen 1,229,092 shares of common stock and warrant to purchase 3,072,732 shares of common stock. A more detailed description of the agreement terms is described above under Executive Compensation.  On May 9, 2007, we entered an unsecured convertible debenture totaling $250,000 with an interest rate of 12% with eFund Capital Management, LLC.  The entire principal is due November 7, 2007 and is convertible into shares of our common stock.  Additionally, we agreed to issue a total of 500,000 of common stock in conjunction with this agreement. eFund Converted this convertible debenture into common stock of the company on March 25, 2007 at $0.02625 and received 11,418,657 shares of the Companys common stock.  On June 11, 2007 the Company entered into a Consulting Agreement with eFund Capital Management, LLC whereby the Company issued 100 shares of its Series C Convertible Preferred Stock which were issued on August 8, 2007 and we agreed to pay a monthly retainer of $7,500.00.  Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  eFund has the right to convert the stock at anytime at its discretion.  On June 13, 2007 we entered into a legal retainer agreement with Jeffrey Conrad, our director and secretary, whereby we pay him a monthly retainer of $5,000.00 and issued him 10 shares of our Series C Convertible Preferred Stock. Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  Mr. Conrad has the right to convert the stock at anytime at its discretion.  On October 2, 2007 the Company issued 19,047,619 shares of Common stock to Firebird Global Master Fund II, Ltd. pursuant to the conversion of its note with the Company in the amount of $500,000.  Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination.  On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors,  in the amount of $40,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  The monies received will be issued for general operating expenses.   45    On November 15, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008 with eFund Capital Management, LLC.  The note is convertible into the Companys common stock at a conversion price of five cents ($.05) per share.  Per the agreement, the Company agreed to issue a total of 10 shares of the Companys Series C Convertible Preferred stock as a financing fee  On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors,  in the amount of $50,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  ITEM 13. EXHIBITS  Incorporated by ReferenceExhibitExhibit DescriptionFiled herewithFormExhibitFiling date2.1Merger Agreement with Corgenix Medical Corporation10-KSB2.14/14/20042.2Amended and Restated Plan of MergerS-32.24/26/20042.3Merger Agreement between Corgenix, Efoora, Prion Developmental Laboratories, and Genesis Bioventures, Inc.8-K2.36/2/20042.4Settlement Agreement with Biotherapies, Paul Ervin and Genesis Bioventures, Inc.8-K2.46/18/20042.5Amended Agreement and Plan of Merger between Corgenix and Genesis Bioventures, Inc.8-K2.51/6/20052.6Letter of Termination of Merger from Corgenix8-K2.61/19/20052.7Merger agreement between14A-DEFA and D8/31/2007Genesis Bioventures, Inc., NY andGenesis Bioventures, Inc., NV3(i)(a)Restated Certificate of Incorporation10-SB3.18/13/19993(i)(b)Amendment to Certificate of Incorporation10-SB3.210/14/1999  46     3(ii)Amended and Restated Bylaws8-A12B3.212/18/20003.2Amended and Restated Certificate14A-DEFB8/31/2007Of Incorporation3.3Amended and Restated Bylaws14A-DEFC8/31/20074.1Class A Convertible Preferred Stock Definition10-SB3.210/14/19994.2Specimen Form of Stock Certificates8-A12B4.112/18/20004.3Convertible Note8-K4.13/24/20044.4Warrant Certificate8-K4.13/24/20044.5Convertible Promissory Note with Corgenix8-K4.23/12/20044.6Warrant Certificate8-K4.1.19/23/20044.7Convertible Promissory Note with Firebird Global Master Fund II, Ltd8-K4.82/8/20074.8Subscription Agreement with Firebird Global Master Fund II, Ltd8-K4.92/8/20074.9Convertible Debenture  with eFund Capital Management, LLC8-K10.15/15/20074.10Certificate of Designation for Series C Convertible Preferred Stock.10-QSB4.18/20/20074.11Convertible Debenture with eFund Capital Management LLC.10-QSB4.1111/19/200710.1Joint Venture Agreement and Limited Liability Company Operating Agreement of Biomedical Diagnostics, LLC10-SB10.18/13/199910.2Amended and Restated Limited Liability Company Operating Agreement of Biomedical Diagnostics, LLC10-SB10.210/14/199910.3Management Services Agreement between BioLabs, Inc. and Tynehead Captial Corp10-SB10.310/14/199910.4Letter Agreement with DynaMed, Inc.10-SB/A10.412/8/199910.5Stock Option Agreement under the Amended and Restated BioLabs Stock Option PlanS-810.54/27/200010.6Amended and Restated Stock Option PlanS-810.64/27/200010.7Warrant to Purchase SharesS-810.74/27/2000  47     10.8Investment Agreement between Prion Developmental Laboratories, Effora, Inc. and BioLabs, Inc.8-K99.19/8/200010.9Warrant issued by Prion Developmental Laboratories in favor of BioLabs, Inc.8-K99.29/8/200010.10Purchase and Sale Agreement between BioLabs, Inc., DynaMed, Inc., Antony Dyakowski, Elio Gugliemi, Kevin OFarrell and Roberts Soon8-K99.112/20/200010.11Year 2000 Stock Option Plan, 2001 Stock Incentive Plan and Stock Option Grants Outside of PlanS-84.112/4/200110.122001 Stock Incentive PlanS-84.212/4/200110.13Purchase Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.8-K99.112/17/200110.14Mammastatin Sublicense Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.8-K99.212/17/200110.15P&O Technology License Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.8-K99.312/17/200110.16GBS 2002 Consulting Services PlanS-810.110/2/200210.17GBS 2002 Stock Award PlanS-810.13/5/200310.18Service Agreement between ARUP and Biomedical Diagnostics, Inc.10-KSB/A10.199/10/200410.19Non-Disclosure Agreement with University of Michigan10-KSB/A10.29/10/200410.2Engagement Agreement between Genesis Bioventures, Inc. and Experigen Management Company8-K104/13/200610.21Exclusive Distribution and License Agreement between Prion Developmental Laboratories, Inc. and Genesis Bioventures, Inc.10-KSB10.214/18/200610.22Exclusive Distribution Agreement between Prion Developmental Laboratories, Inc. and Genesis Bioventures, Inc.10-KSB10.224/18/200610.23Amendments to University of Michigan License Agreement10-KSB10.234/18/200610.24Amendment to University of Michigan License Agreement10-KSB10.244/18/2006  48     10.25Consulting Agreement between the Company and eFund Capital Management, LLC10-QSB10.258/20/200710.262007 Consultant Stock Plan14A-DEFE8/31/200710.27Non-employee Executive CEO Agreement with Experigen Management Company, LLC8-K10.412/20/200710.28Letter of Intent between Abviva and the Receiver for Efoora8-K10.312/20/200710.29Promissory Note with Victor Voebel8-K10.112/20/200710.3Promissory Note with Robert Lutz8-K10.212/20/200710.31Promissory Note with Robert LutzX14Code of Ethics10-KSB144/14/200421.1List of SubsidiariesX31.1 & 31.2Certification of Douglas C. Lane pursuant to Section 302 of the Sarbanes-Oxley ActX32Certification of Douglas C. Lane pursuant to Section 906 of the Sarbanes-Oxley ActX   ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  (1) AUDIT FEES  The aggregate fees billed for professional services rendered by De Joya Griffith & Company, LLC for the audit of our 2006 annual financial statements and review of the financial statements included in our Form 10-QSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for 2006 were $61,500.  Jaspers + Hall, PC were our auditors for the fiscal year ended December 31, 2007 and for the three quarters ended September 30, 2007.  For their review of our Quarterly Reports on Form 10-Q for the fiscal year 2007, Jaspers + Hall, PC billed us $9,000.  We have contracted Jaspers + Hall, PC to complete the 2007 year end audit for $15,000.  AUDIT RELATED FEES None.   49    TAX FEES None.  ALL OTHER FEES None.  THE BOARD OF DIRECTORS PRE-APPROVAL POLICY AND PROCEDURES  We do not have a separate Audit Committee. Our full Board of Directors performs the functions of an Audit Committee.  During fiscal year 2007, the Board of Directors  adopted  policies  and  procedures  for the pre-approval of audit and non-audit  services  for  the  purpose  of  maintaining  the independence of our independent  auditors.  We may not engage our independent auditors to render any audit or non-audit service unless either the service is approved in advance by the Board of Directors or the engagement to render the service is entered into pursuant to the Board of Director's pre-approval policies and procedures. On an annual basis, the Board of Directors may pre-approve services that are expected to be provided to us by the independent auditors during the following 12 months. At  the  time  such  pre-approval  is  granted,  the Board of Directors must (1) identify the particular pre-approved services in a sufficient level of detail so that  management  will  not  be  called  upon  to  make judgment as to whether a proposed  service  fits  within  the  pre-approved  services and (2) establish a monetary limit with respect to each particular pre-approved service, which limit may  not  be  exceeded  without obtaining further pre-approval under the policy.  The Board has considered whether the provision of the services described above under the caption "All Other Fees" is compatible with maintaining the auditor's independence.   SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENESIS BIOVENTURES, INC. By: /s/ Douglas Lane  Douglas C. Lane,
Chief Executive Officer  Date: July 28, 2008 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 dates indicated. NameTitleDate/s/ Douglas LaneChief Executive Officer & ChairmanJuly 28, 2008Douglas C. Lane(Principal Executive Officer & Principal Financial Officer)/s/ Jeffrey ConradDirectorJuly 28, 2008Jeffrey Conrad/s/ Robert LutzDirectorJuly 28, 2008  50     Robert Lutz/s/ Victor VoebelDirectorJuly 28, 2008Victor Voebel, Jr./s/ Barrett EvansDirectorJuly 28, 2008Barrett Evans   51     GENESIS BIOVENTURES, INC. Index To Consolidated Financial Statements  Report of Independent Registered Public Accounting FirmF-1Consolidated Balance Sheets, December 31, 2007 and 2006F-2Consolidated Statements of Operations for the Years Ended December 31, 2007 and 2006F-3Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2007 and 2006F-4  F-11Consolidated Statements of Cash Flows for the Year Ended December 31, 2007 and 2006F-12  F-13Notes to Consolidated Financial StatementsF-14  F-41   52    JASPERS + HALL, PCCERTIFIED PUBLIC ACCOUNTANTS9175 Kenyon Avenue, Suite 100 
Denver, CO 80237 
303-796-0099  Report of Independent Registered Public Accounting Firm  We have audited the accompanying consolidated balance sheets of Abviva, Inc. and subsidiaries as of December 31, 2007, and the related consolidated statement of operations, stockholders equity (deficit), and cash flows for year then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the year ended December 31, 2006 we audited by other auditors whose report dated April 16, 2007 contained an explanatory paragraph expressing doubt regarding the Companys ability to continue as a going concern. They have not performed any auditing procedures since that date.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Abviva, Inc. and subsidiaries as of December 31, 2007, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidating financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations, negative working capital, and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ Jaspers + Hall, PCJaspers + Hall, PC 
Denver, Colorado 
April 14, 2008   F-1   53     Abviva, Inc.FKA Genesis Bioventures, Inc.(a Development Stage Company)Consolidated Balance SheetsDecember 31,December 31,20072006(Restated)AssetsCurrent assets:Cash and cash equivalents$                 2,502$               10,495Due from related party (Net)-296,498Prepaid expenses-1,906Total current assets2,502308,899Fixed assets, net of accumulated Depreciation01,228Other assets:Medical technologies and  licenses, net1,657,3323,465,320Intangible assets-36,000Deposits4,3274,327Total other assets1,661,6593,505,647Total Assets$          1,664,161$          3,815,774Liabilities and Stockholders' (Deficit)Current liabilities:Accounts payable$             796,711$             582,038Accrued expenses770,514255,142Accrued expenses, related parties182,134363,955Notes Payable2,214,1472,429,147Notes payable, related parties923,000421,239Notes Payable - Termination Agreements - Related party288,000112,300Derivative liability, related parties-155,676Total current liabilities5,174,5064,319,497Total Liabilities5,174,5064,319,497Stockholders (Deficit):Preferred series A stock, $0.0001 par value, 100,000,000shares authorized 63,562 shares issued and outstanding66Preferred series C stock, no par value, 400 Sharesauthorized 160 shares issued and outstanding--Common stock, $0.0001 par value, 100,000,000shares authorized, 105,142,495 and 72,213,297issued and outstanding at December 31, 2007  54     and December 31, 2006, respectively10,5147,222Shares authorized and unissued36,034225Unamortized warrants and options based compensation-(570,292)Prepaid share-based compensation(11,774)(335,836)Additional paid-in capital56,040,86653,236,023(Deficit) accumulated during development stage(59,398,818)(52,653,898)Accumulated other comprehensive Income (loss)(187,173)(187,173)Total Stockholders Deficit(3,510,345)(503,723)Total Liabilities and Stockholders Deficit$          1,664,161$          3,815,774   The accompanying notes are an integral part of these consolidated financial statements.  F-2   Abviva, Inc.FKA Genesis Bioventures, Inc.(a Development Stage Company)Consolidated Statements of OperationsFor the Years Ended December 31, 2007 and 2006and For the Period September 19, 1994(Inception) to December 31, 2007September 19, 1994 (inception) toDecember, 31December 31,200720062007(RESTATED)(RESTATED)Revenue$                       -$                       -$                       -Expenses:Depreciation and amortization1,807,9981,812,44311,294,682Investor relations114,343-2,563,416Consulting and management fees2,671,2892,226,39713,616,805Rent42,49051,121799,130Salaries and benefits37,930182,6871,971,382Professional fees361,912239,2333,053,537Financing costs502,4541,266,7131,769,167Aquired Research and development in process--750,000Research and development-1,585,618General and administrative expenses789,871252,3973,541,212Total expenses6,328,2876,030,99140,944,949Net Profit / (Loss) From Operations(6,328,287)(6,030,991)(40,944,949)  55     Other income (expense):Interest (expense)(386,103)(368,917)(2,179,814)Amortization of deemed discount-(52,500)(5,130,707)Unrealized gain related to adjustment of derivative to fair value of underlying securities(30,530)30,530-Beneficial conversion feature--(354,735)Equity in loss of investments:-Prion Developmental Laboratories Inc--(2,636,553)Biotherapies Incorporated--(5,437,610)Biomedical Diagnostics--(3,357,253)Gain on debt settlements--642,803Net Profit / (Loss) Before Income Taxes(6,744,920)(6,421,878)(59,398,818)Income Tax ExpenseNet Profit / (Loss)$         (6,744,920)$         (6,421,878)$       (59,398,818)Per Share Information:Basic and diluted weighted average numberof common shares outstanding84,322,87759,980,647Net Profit / (Loss) basic and diluted percommon share$                  (0.08)$                  (0.11)Abviva, Inc.FKA Genesis Bioventures, Inc.(a Development Stage Company)Consolidated Statements of Comprehensive Income (loss)For the Years Ended December 31, 2007 and 2006and For the Period September 19, 1994(Inception) to December 31, 2007September 19, 1994 (inception) toDecember200720062007(RESTATED)(RESTATED)Net Profit$         (6,744,920)$         (6,421,878)$       (59,398,818)Other Comprehensive IncomeForeign currency gain (loss)-(3,546)(187,173)Other Comprehensive Income$         (6,744,920)$         (6,425,424)$       (59,585,991)   The accompanying notes are an integral part of these consolidated financial statements  56     Abviva, Inc.FKA Genesis Bioventures, Inc.(a Development Stage Company)Consolidated Statement of Stockholders Equity (Deficit)Common shareAdditional paid-in capitalUnamortized Warrants & OptionsPrepaid Share CompDeficit accumulated during development stageAccumulated other Compre-hensive Income (loss)Total stockholders equityCommon sharessubscriptionsauthorized and unissuedPreferred Series CPreferred sharesNumber of sharesAmountNumber of sharesAmountNumber of sharesAmountNumber of sharesAmountNumber of sharesAmountIssue of common stock for cash on organization of the Company8,816,992$      8,817-$              --$            --$              --$              -$                -$             -$              -$                 -$          8,817Loss for the period-------------(147,192)(147,192)Balance, December 31, 19958,816,9928,817-----------(147,192)(138,375)Consolidation of shares in November on a 50 for 1 basis(8,640,456)(8,799)--------8,799----Loss for the period-------------(184,403)(184,403)Balance, December 31, 1996176,53618--------8,799--(331,595)(322,778)Issue of common stock for settlement of debt3,000,000300--------119,700---120,000Loss for the period-------------(191,118)(191,118)Balance, December 31, 19973,176,536318--------128,499--(522,713)(393,896)Issue of common stock for settlement of debt3,000,000300--------347,095---347,395Issue of common stock for cash1,010,000101--------708,736---708,837Loss for the period-------------(1,077,958)(1,077,958)Balance, December 31, 19987,186,536719--------1,184,330--(1,600,671)(415,622)Issue of common stock for settlement of debt872,50087--------872,413---872,500Common stock returned(39)--------------Issue of common stock for service60,0006--------59,994---60,000Issue of common stock for shares of Biotherapies Incorporated60,0006--------239,994---240,000Issue of preferred stock for cash--------2,000,0002005,210,976---5,211,176Fair value of options issued to consultants----------81,252---81,252Beneficial feature of preferred stock issued----------354,735---354,735Deemed dividends on preferred stock----------232,065--(232,065)-Loss for the period-------------(1,737,210)(1,737,210)Balance, December 31, 19998,178,997818------2,000,0002008,235,759--(3,569,946)4,666,831Issue of common stock for settlement of debt240,52824--------309,498---309,522Exercise of share purchase warrants for cash9,0001--------62,999---63,000Issue of common stock for cash------------(net of cash share issue costs of $214,139 and non-cash of $26,500)629,58663--------2,058,013---2,058,076Issue of common stock for financing services provided2,000---------26,500---26,500Issue of common stock on acquisition of Biotherapies Incorporated1,100,000110--------4,330,590---4,330,700Stock options exercised for cash68,5007--------129,593---129,600Issue of warrants to holders of promissory notes----------897,554---897,554Issue of common stock on conversion of convertible preferred shares758,46476------(758,464)(76)-----Deemed dividends on preferred stock----------122,670--(122,670)-Fair value of options issued to employees and consultants----------686,448---686,448Common shares subscribed, not issued--150,001------------Note receivable shares subscriptions--(150,001)------------Loss for the period-------------(5,873,366)(5,873,366)Foreign Currency Translation5,3605,360Balance, December 31, 200010,987,0751,099------1,241,53612416,859,624--(9,565,982)5,3607,300,225Issue of common stock for settlement of debt and accrued interest1,004,605100--------1,757,959---1,758,059Issue of common shares for cash (net of $15,001 non-cash issue costs)70,5897--------134,994---135,001Issue of common stock for financing services provided21,5592--------42,549---42,551Issuance of common stock for cash----(net of cash share issue costs of $86,515 and non-cash of $27,550)691,00069--------957,366---957,435Issue of common stock on conversion of convertible preferred shares1,064,974106------(1,064,974)(106)-----Issue of common stock on settlement of debt and accrued interest2,000,000200--------2,499,800---2,500,000Issue of common stock for goods and services provided111,5101150,00091,250------237,849---329,110Stock options exercised196,50020--------217,980---218,000Shares issued to Biotherapies, Inc.600,00060--------1,679,940---1,680,000Fair value of options and warrant issued to consultants and major------------shareholders for consulting and general financing services----------2,922,628---2,922,628Shares issued to Biotherapies, Inc.2,524,030252--------4,719,684---4,719,936Issue of common stock for cash------------(net of $93,451 of cash and $32,556 of non-cash share issue costs)667,10167--------874,577---874,644Subscription receivable for issued shares----------(15,000)---(15,000)Common shares subscribed, not issued--60,00090,000----------90,000Fair value of warrants issued for share financing costs----------32,556---32,556Issue of common stock for property and equipment5,8891--------11,188---11,189Dilution gain on shares issued by investee----------53,635---53,635Fair value of options and warrants issued to promissory note holders----------885,427---885,427Fair value of beneficial conversion feature of promissory note----------534,288---534,288Loss for the period-------------(15,346,259)(15,346,259)Foreign Currency Translation(22,682)(22,682)Balance, December 31, 200119,944,8321,994110,000181,250----176,5621834,407,044--(24,912,241)(17,322)9,660,743Issue of common stock previously subscribed for110,00011(110,000)(181,250)------181,239----Issue of common stock for cash----------(net of cash share issue costs of $104,958 and non-cash of $147,826)823,78682447,128277,750------449,946---727,778Issue of common stock on conversion of convertible preferred shares112,00012------(112,000)(12)-----Issue of common stock for services provided and settlement------------of accounts payable and accrued liabilities498,37750--------556,028---556,078Issue of common stock for settlement of debt and accrued interest3,243,047324--------1,621,199---1,621,523Stock options exercised36,0973--------38,200---38,203Fair value of options and warrants issued to promissory note holders----------76,815---76,815Fair value of beneficial conversion feature of promissory not----------31,037---31,037Extinguishment of stock appreciation rights plan----------632,066---632,066Fair value of stock options issued to consultants----------11,737---11,737Fair value of warrants issued on private placements---------------Fair value of warrants issued for share financing costs----------147,826---147,826Loss for the period-------------(5,854,006)(5,854,006)Foreign Currency Translation(69,295)(69,295)Balance, December 31, 200224,768,1392,476447,128277,750----64,562638,153,137--(30,766,247)(86,617)7,580,505Issue of common stock previously subscribed for447,12845(447,128)(277,750)277,705-Issue of common stock for cash-(net of cash share issue costs of $153,560 and non-cash of $240,559)2,410,111241806,299806,540Issue of common stock on conversion of convertible preferred shares1,000-(1,000)-Issue of common stock for services provided and settlement-of accounts payable and accrued liabilities1,442,390145891,667891,812Fair value of beneficial conversion feature of promissory note162,217162,217Common share subscriptions150,00060,00060,000Employee stock option compensation expense of option repricing388,550388,550Loss for the period(4,470,887)(4,470,887)Foreign Currency Translation(71,899)(71,899)Balance, December 31, 200329,068,7682,907150,00060,000----63,562640,679,575--(35,237,134)(158,516)5,346,838Issue of common stock previously subscribed for150,00015(150,000)(60,000)59,985-Issue of common stock for cash (net of share issue costs of $551)400,0004084,40984,449Issue of common stock for services provided and settlement-of accounts payable and accrued liabilities1,441,388144567,449567,593Fair value of amendments to options and warrants-previously issued for services and debt178,957178,957Employee stock option compensation expense (recovery)(335,700)(335,700)Fair value of warrants issued for commissions on convertible notes397,336397,336Financing proceeds allocated to warrants issued with convertible notes512,100512,100Financing proceeds allocated to beneficial-conversion option on convertible notes967,880967,880-Common stock subscriptions100,00019,00019,000Loss for the period(5,002,633)(5,002,633)Foreign Currency Translation(15,275)(15,275)Balance, December 31, 200431,060,1563,106100,00019,000----63,562643,111,991--(40,239,767)(173,791)2,720,545Common stock issued to settle accrued liabilities returned to treasury(400,000)(40)(71,960)(72,000)Fair value of warrants issued to promissory note holders22,59022,590Issue of common stock for cash2,500,000250249,750250,000Issue of common stock for services provided and-settlement of accounts payable and accrued liabilities2,563,715257333,125333,382Fair value of warrants issued for bonuses and forgiveness of salaries1,295,0251,295,025Gain on settlement of salaries and debt owed to related parties1,485,3331,485,333Gain on settlement of promissory notes payable to related parties22,90322,903Issue of common stock for settlement of debt and accrued interest1,074,259107139,547139,654Financing proceeds allocated to warrants issued with convertible notes12,05612,056Fair value of stock options issued to consultants4,0694,069Financing proceeds allocated to beneficial-conversion option on convertible notes105,000105,000Common stock subscriptions, net of reversals1,400,000116,000116,000Loss for the period(5,992,253)(5,992,253)Foreign Currency Translation(9,836)(9,836)Balance, December 31, 200536,798,1303,6801,500,000135,000----63,562646,709,429--(46,232,020)(183,627)432,46801/17/06Victor Voebel Jr.1,500,000150(1,500,000)(135,000)134,850-01/23/06Sterling investors - '05 accrued interest705,1267157,80457,87502/10/06Cashless warrants exercised @ .01 per share6,320,636632(632)-02/13/06Cashless warrants exercised @ .27 per share2,792,435279(279)-03/22/06Lutz Family Trust - debt converted @ .20 per share3,500,000350699,650700,00003/22/06Lutz Family Trust - interest converted @ .20 per share1,719,320172343,692343,86404/03/06Experigen Management - Consulting services (1,229,092)--123454,641(378,970)75,79404/03/06Experigen Management - 3,072,732 Warrants--1,131,487(942,906)188,58104/04/06Mr. Bertolas - Consulting services100,0001029,99030,00004/05/06Employees - Cashless options exercised1,591,586159(159)-04/13/06Cashless warrants exercised - El Dorado80,0948(8)-05/10/0650,000 options issued - A. Dyakowski (Director)--10,916(10,006)91005/25/06Director's Fees - Antony Dyakowski, 2 year term (.19)--1018,990(18,208)79205/25/06Director's Fees - Doug Lane, 2 year term (.19)--1018,990(18,208)79205/25/06Director's Fees - Ian Woods, 2 year term (.19)--1018,990(18,208)79206/12/06Richardson & Patel - Legal services--2561,25061,27506/15/06Sterling Financial - Debt conversion8,723,4528721,834,7441,835,61706/15/06Newbridge Securities note holders2,500,000250649,750650,00006/15/06Newbridge Securities consulting849,37585220,753220,83806/15/06Aurelius Consulting Group, Inc.120,0001231,18831,20006/15/06William Collins - Consulting services (200,000 shares)--2051,98052,00006/15/06Atzen - Consulting services (100,000 shares)--1025,99026,00010/19/05New Bridge - 300,000 shares total, 150,0001510,48510,50010/19/05New Bridge - 300,000 shares total, 150,0001510,48510,50011/30/05Dr. Labat - Consulting Agreement 1 Yr Term109,990(1,667)8,33303/01/06Mr. Lome - Consulting Agreement 1 Yr Term1042,990(21,500)21,50003/01/06Mr. Baenziger - Consulting Agreement 1 Yr Term1042,990(21,500)21,50003/30/06Don Bahnuik - 03/30/06 Extension Agreement Shares1040,99041,00004/06/06Dr. Todd - Consulting Agreement 1 Yr Term1031,990(16,000)16,00006/09/06BBDC - Stuart Brame1535,98536,00007/08/06Victor Vobel - Prepaid interest 07/2006 note-2039,98040,00007/08/06Gus Allen - Prepaid interest 07/2006 note1019,99020,00007/25/06Richardson & Patel245,09825(25)--08/07/06Mark Frazen - CFO Signing bonus2035,98036,00009/05/06Mr. Petriella - Consulting Agreement 1 Yr Term1020,990(19,250)1,75009/29/06William Collins200,00020(20)--09/29/06Johnathan Atzen100,00010(10)--09/30/06Mark Frazen - CFO Additional services57,9958,00009/30/06Experigen - Current amortization prepaid shares75,77475,77409/30/06Experigen - Current amortization warrants188,581188,58109/30/06A. Dyakowski (Director) Option amortization2,7292,72909/30/06Directors fees amortization7,1257,12510/11/06Mark Frazen - Previously authorized & unissued250,00025(25)-Todd - Previously authorized & unissued100,00010(10)-Labat - Previously authorized & unissued100,00010(10)-Lome - Previously authorized & unissued100,00010(10)-Baenziger - Previously authorized & unissued100,00010(10)-Petriella - Previously authorized & unissued100,00010(10)-Bahuik - Previously authorized & unissued100,00010(10)-Brame - Previously authorized & unissued150,00015(15)-Vobel - Previously authorized & unissued200,00020(20)-Allen - Previously authorized & unissued100,00010(10)-New Bridge, etal - Previously authorized & unissued150,00015(15)-Vobel - $175,000 note conversion1,750,000175174,825175,000Vobel - Accrued interest conversion201,3792020,11720,13712/08/06Vobel - Shares issued per new loan agreement450,0004562,95563,000Richardson & Patel416,6664249,95850,000Doris Routhier - Taylor Mgt100,0001015,99016,00012/31/06Dr. Labat - Current amortization prepaid comp-1,6671,667Mr. Lome - Current amortization prepaid comp-12,50012,500Mr. Baenziger - Current amortization prepaid comp-12,50012,500Dr. Todd - Current amortization prepaid comp-8,0008,000Mr. Petriella - Current amortization prepaid comp-5,2505,250Experigen - Current amortization prepaid shares-75,77475,774Experigen - Current amortization warrants-188,581188,581A. Dyakowski (Director) Option amortization-2,7292,72912/21/06Stoecklein Law Group, 438,897 shares-4443,846(28,040)15,85012/21/06Opus Pointe, 135,000 shares-1413,48713,50012/31/06Directors fees amortization-7,1257,125Net Loss-(6,421,878)(6,421,878)Foreign Currency Translation(3,546)(3,546)BALANCE12/31/2006,  Restated72,213,2977,222---$         225-$              -63,562$                6$ 53,236,023$  (570,292)$  (335,837)$ (52,653,898)$ (187,173)$    (503,724)01/05/07Shares issued to Firebird Global - Finance Costs1,250,00012587,375(87,500)-01/25/07Shares previously auth. & unissued - Experigen Mgmt.1,066,713107(107)-01/25/07Shares previously auth. & unissued - Stoecklein438,89744(44)-01/25/07Shares previously auth. & unissued - Opus Pointe135,00014(14)-02/09/07Shares auth. & unissued for services - N. Kamlah (100,000)-109,99010,00002/09/07Memo -  T. Dyakowski (72,151) shares auth. to relieve cash liab. For Q1 directors fees, cash liability remains on the books until the stock is issued in Q2-02/09/07Memo -  Dr. Woods (72,151) shares auth. to relieve cash liab. For Q1 directors fees, cash liability remains on the books until the stock is issued in Q2-02/09/07Memo -  Experigen Mgmt. (72,151) shares auth. to relieve cash liab. For Q1 directors fees, cash liability remains on the books until the stock is issued in Q2-02/09/07Memo -  T. Dyakowski (209,602) shares auth. to relieve cash liab. For 2006 directors fees, cash liability remains on the books until the stock is issued in Q2-02/09/07Memo -  Dr. Woods (209,602) shares auth. to relieve cash liab. For 2006 directors fees, cash liability remains on the books until the stock is issued in Q2-02/09/07Memo -  Experigen Mgmt. (209,602) shares auth. to relieve cash liab. For 2006 directors fees, cash liability remains on the books until the stock is issued in Q2-03/01/07Shares auth. & unissued for debt settlement -  D. Ruthier-Cote (41,667)424,32824,33203/31/07Experigen - Current amortization prepaid shares75,77475,77403/31/07Experigen - Current amortization warrants188,581188,58103/31/07A. Dyakowski (Director) Option amortization2,7292,72903/31/07Directors fees amortization7,1257,12503/31/07Consultant's - Current amortization prepaid shares (Lome, Baenziger, Todd, Petriella, & Stoecklein)59,29059,29003/31/07Firebird Global Finance Fees - amortization43,75043,7504/4/2007Issue (109,602 shares X 3) to BOD for Accrued 2006 Fees328,8063346,92046,9534/4/2007Issue (100,000 shares X 3) to BOD for Accrued 2006 Pre-paid share comp300,00030(30)-4/4/2007Issue (72151 shares X 3) to BOD for Accrued   Q1 expenses216,4532220,23820,2604/5/2007Taylor Woods Consulting41,66743,7463,7504/5/2007Fezzik Consulting100,000108,9909,0005/7/2007Stoeklein Law115,734129,8039,8145/8/2007Antony Dyakowski final issue49,90954,7164,7216/4/2007Stock issued to Resland for extension of note and 12,000 accrued interest200,0002019,78019,8006/30/2007Directors fees amortization7,1257,125Firebird Global Finance Fees - amortization43,75043,750A. Dyakowski (Director) Option amortization188,581188,581Directors fees amortization1,8181,818Experigen - Current amortization prepaid shares75,77475,774--5,2505,250June 30 BOD meeting to authorize issues for notes payable and interest - Newbridge and Sterling590572,697573,2885901142 shares accrued in June for Newbridge sterling and S/B 5834085 diff of 67057 shares due to share price5,834,082583(590)70Jeff Conrad Retainer $66,88810066,88866,888Efund Consulting $668,8841000668,884668,884Directors fees amortization7,1257,125A. Dyakowski (Director) Option amortization188,582188,582Experigen - Current amortization prepaid shares75,87575,875Prepaid Share Based Compensation3,6003,600Efund Financing fee $40,000500,0005039,95040,000John Alexanian consulting $9,600120,000129,5889,600Charles Merkel - Sterling  Conversion $50,000700,0007049,93050,00010/2/2007Firebird conversion of 500k note at .0262519,047,6191,905498,095500,00012/19/2007Firebird pmt of  interest $65,205.48 in stock  at .026252,484,01824864,95765,20510/5/2007Conversion of 300 shares of Preferred stock - Sheila Walthrop300(300)---Lutz Note incentive 250,000 shares at .0328250,0008,2008,200Vobel Incentive 200,000 shares at .0328200,0006,5606,560Red Chip Settlement 400,000 shares at .0328400,00013,12013,120Bahnuik Settlement 247,196 shares at .0328247,1968,1088,108144,319144,319109,200109,2007,1257,125Experigen Consulting agreement50344,440344,440Net Loss(6,744,920)(6,744,920)BALANCEDecember 31, 2007105,142,49510,514--1,097,19636,034160063,262656,040,866(0)(11,774)(59,398,818)(187,173)(3,510,346)   The accompanying notes are an integral part of these consolidated financial statements   F-11 Abviva, Inc.FKA Genesis Bioventures, Inc.(a Development Stage Company)Consolidated Statements of Cash FlowsFor the Years Ended December 31, 2007 and 2006and For the Period September 19, 1994 (Inception) to December 31, 2007December 31,September 20, 1994 (inception) to December 31,200720062007(Restated)(Restated)Cash flows from operating activitiesNet (loss)(6,744,920)(6,421,877)(59,398,818)Adjustment to reconcile net (loss) to netcash (used) by operating activities:Depreciation and amortization1,807,9981,812,44311,294,682Reserve for bad debt on due from related party418,957-418,957In process research and development750,000Share-based compensation and Services2,027,3411,485,74210,002,309Benefical conversion feature354,735Share-based finance costs and interest payments1,352,3631,215,9768,738,085Equity in loss on investment Biomedical Diagnostics--3,357,253Equity in loss on investment Biotherapies--5,437,610Equity in loss on investment Prion Developmental Laboratories, Inc.--2,636,553Stock appreciation rights plan--29,230Accretion of convertible notes payable, related party-10,50610,506Deemed Discount on amortization of promissory Notes-52,5005,239,040Loss (gain) on debt settlement(642,803)Unrealized (gain) Loss related to adjustment of derivative to fair value of underlying securities30,530(30,530)-Decrease (increase) in assets:-Accounts receivable-5,254975Due from related party(122,459)(246,222)(418,957)Prepaid expenses1,906(1,906)103,866Other assets36,000-36,000Increase (decrease) in liabilities:-Accounts payable and Accrued Expenses548,224905,3401,889,360Net cash (used) by operating activities(644,060)(1,212,774)(10,161,417)Cash flows from investing activitiesPurchase of property and equipment-(1,286)(147,902)Purchase of shares and bonds of Biotherapies, Inc.--(2,643,976)  57     Investment in Prion Development Laboratories--(2,636,553)Acquisition of Biomedical Diagnostics, LLC, net of cash acquired--(2,696,756)Cash acquired on consolidation--8,617Investment in Biomedical Diagnostics--(3,000,000)Investment in I.D. Certify, Inc--(800,160)Increase in deferred financing costs--(379,008)Purchase of short term investments--(441,511)Redemption of short-term investments--441,511Deposit on future acquisitions--(50,000)Net cash (used) in investing activities-(1,286)(12,345,738)Cash flows from financing activitiesExercise of share purchase warrants--63,000Exercise of stock options--385,803Issuance of promissory  notes - related party636,0671,300,00010,444,000Repayment of promissory notes-(102,000)(853,681)Common stock issued for cash--6,529,047Common stock subscriptions--562,750Preferred stock issued for cash--5,565,911Net cash provided by financing activities636,0671,198,00022,696,830Effect of exchange rate changes on cash and cash equivalents-(3,546)(187,173)Net (decrease) increase in cash(7,993)(19,606)2,502Cash - beginning of period10,49530,101-Cash - end of period2,50210,4952,502Supplemental disclosures:Interest paid$                            -$                            -$              121,553.00Income taxes paid$                            -$                            -$                            -   The accompanying notes are an integral part of these consolidated financial statements   58      Abviva, Inc. FKA Genesis Bioventures (a Development Stage Company) Notes to the Financial Statements  Note 1  Nature of Business and Significant Accounting Policies  Nature of Business:  We were originally incorporated in the State of New York under the name of Flexx Realm, Inc. on September 19, 1994. On November 3, 1998, we changed our name to BioLabs, Inc. and changed our focus to biomedical research. At this time we entered into a joint venture with Biotherapies, Inc. On November 28, 2000, we began doing business as Genesis Bioventures, Inc., and on October 29, 2001 we formally amended our charter to change our name. On November 30, 2001, we entered into a Purchase Agreement with Biotherapies, Inc., a Michigan corporation, whereby we acquired Biotherapies 50% interest, in Biomedical Diagnostics, LLC, (Biomedical Diagnostics), a Michigan limited liability company. At the time we owned the other 50% interest. Consequently, Biomedical Diagnostics became our wholly-owned subsidiary. On October 30, 2007 the Company re-domiciled from New York to Nevada.  On November 2, 2007 the Company amended its Articles of Incorporation to change its name to Abviva, Inc.  In addition to Biomedical Diagnostics, the Company currently has a 38% equity interest in Prion Developmental Laboratories, Inc. (PDL), a private Delaware company specializing in development of rapid and inexpensive tests to detect Mad Cow disease and Chronic Wasting Disease. The Company originally became involved in PDL pursuant to an Investment Agreement dated September 8, 2000. ABVIVA invested a total of $2.0 million in PDL which provided the Company with a 25% equity ownership. On August 22, 2001, ABVIVA exercised a right of first refusal to invest additional funds in PDL, by exercising a warrant to purchase an additional one million shares of PDL common stock for $400,000. This increased Abvivas equity interest in PDL to 33%. On March 30, 2006 the Company invested additional funds pursuant to an agreement to acquire all the remaining shares owned by PDLs parent company and now have approximately a 38% interest.   Basis of Presentation:  The condensed financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  As of December 31, 2007, the Company is considered to be in the development stage as substantially all efforts are being directed towards the research and related development of medical diagnostics and the Company has not generated revenues from these principal business activities.  The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Biomedical Diagnostics, LLC (Diagnostics). The statement of operations includes the accounts of Diagnostics from November 30, 2001 (date of acquisition of control) to December 31, 2007. All significant inter-company accounts and transactions have been eliminated.  The Company accounts for its investment in companies in which it has significant influence by the equity method. The Company's proportionate share of earnings (loss) as reported, net of amortization of the excess purchase price over the net assets acquired, is included in earnings and is added (deducted from) the cost of the investment. The Company records its proportionate share of losses of such investments until the carrying value of the investment is reduced to $-0-. The Company does not record losses in excess of such amounts as it has no obligations to provide additional funding. A loss in the value of the Company's equity  59    investments is recognized when the loss in value is determined to be other than temporary based on the estimated future results of operations of the investee.  The Company accounts for its investments in which it does not have significant influence by the cost method. Under the cost method, the cost is adjusted for dividends received in excess of the Companys pro rata share of post acquisition income, or when an other than temporary decline in value occurs.  As of December 31, 2007 there are no assets recorded.  Use of estimates:  The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses for the reporting period. Significant areas requiring the use of management estimates relate to the assessment of asset impairment provisions, including medical technology licenses and provisions for contingencies. Significant estimates of future operations and business outcomes were required to determine the allocation of consideration paid to acquired businesses in prior years (Note 3), particularly to the determination of the amounts allocated to medical technology licenses and to in-process research and development. Actual results may significantly differ from these estimates.  Foreign currency:  The functional currency of the Company and its wholly-owned subsidiary is the United States dollar. Transactions in foreign currencies are translated into United States dollars at the rates in effect on the transaction date. Exchange gains or losses arising on translation or settlement of foreign currency denominated monetary items are included in the statement of operations.  For the years ended December 31, 2007 and 2006 the amounts recorded were $0 and ($3,546) respectively.  Cash and cash equivalents:  The Company considers all short-term investments, including investments in certificates of deposit, with a maturity date at purchase of three months or less to be cash equivalents.  Prepaid expenses:  Prepaid expenses include prepaid insurance and deposits relating to future royalties. As of December 31, 2007, there are no assets recorded.  Property and equipment:  Property and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives as follows:  Furniture and fixtures5 years  Machinery and equipment5 years  Office equipment4 years  Computer hardware and software2 - 3 years  Website development costs2 years  Leasehold improvementsLease term  As of December 31, 2007, there are no assets recorded.   The cost of maintenance and repairs are expensed as incurred.   60    Medical technologies and licenses:  The Company amortizes the cost of acquired medical technology licenses over the lesser of the license term or the estimated period of benefit. The medical technology licenses acquired through the Biomedical Diagnostics, LLC acquisition (Note 3) are being amortized over seven years.  Biotherapies, Inc. obtained an exclusive, world-wide license agreement with The Regents of The University of Michigan on March 29, 2006 relating to the human mammary cell growth inhibitor protein, Mammastatin, and the 3C6 and 7G6 monoclonal antibodies directed against Mammastatin for use in developing and commercializing a breast cancer diagnostic test to detect and measure the quantity of Mammastatin in peripheral blood samples.  Biotherapies and Biolabs (predecessor company to Abviva, Inc.) entered into a joint venture operating agreement on November 4, 1998, amended and restated on August 6, 1999, that establish Biomedical Diagnostics, LLC. as a company to develop and commercialize the Mammastatin Serum Assay.   On November 30, 2001 Abviva entered into an agreement to acquire Biotherapies 50% interest in Biomedical Diagnostics.  Pursuant to that agreement Abviva also obtained a Mammastatin Sublicense Agreement from Biotherapies on November 30, 2001.  The Mammastatin Sublicense Agreement provided Genesis with the following assets defined in the agreement under the following headings: · Licensed Technology: the Michigan Technology; Mammastatin Serum Assay; Know How; and the Patents included in the Michigan License to Biotherapies; · The Mammastatin Serum Assay refers to the breast cancer diagnostic test; · The Michigan License refers to the license between the University of Michigan and Biotherapies, sublicensed to Abviva, which includes the 3C6 and 7G6 monoclonal antibodies directed against the Mammastatin protein; · Licensed Technology refers to the dot blot diagnostic assay  for the detection and quantification of mammastatin in peripheral blood samples.  Subsequent to Abviva acquiring the remaining 50% interest in Biomedical Diagnostics and entering into the associated sublicense agreement with Biotherapies, Biotherapies license to the mammastatin technology from the University of Michigan was terminated by the University of Michigan.  At the time of the acquisition Genesis had capitalized the acquisition value as Medical Technology Licenses, which included both the tangible and intangible assets discussed above.  On May 15, 2003 Abviva entered into a license agreement with the University of Michigan for the diagnostic rights to the mammastatin technology which  gave Abviva the rights to make, use and sell Licensed Products from the Licensed Technology.  Abviva (f/k/a Genesis Bioventures) retains this exclusive, world wide license today.  Biomedical Diagnostics retained the original materials transferred to it in the initial joint venture, which included, among other tangible assets, the Mammastatin Serum Assay diagnostic test technology platform and the 3C6 and 7G6 monoclonal antibodies.  These three materials are the foundational basis of the Mammastatin Serum Assay and represent the foundational basis of Biomedical Diagnostics and of Abvivas breast cancer diagnostic business.    Accordingly, the value attributable to Medical Technology Licenses in Note: 7 of Abvivas financial statements fairly represents the value of the asset.  That not withstanding, Management understands that if it became necessary to replicate the monoclonal antibodies used in the Mammastatin Serum Assay that produced the same or better sensitivity, specificity and accuracy of the existing monoclonal antibodies, the Company would expect to incur monoclonal development expenses significantly greater than the value listed for the asset in the financial statements.  Upon this review Management believes the value listed in Note 7 for Medical Technology and Licenses in its financial statements is a fair assessment of the value of the asset.   61    Income taxes:  The Company follows the accrual method of accounting for income taxes. Under this method, current taxes are recognized for the estimated income taxes payable for the current period.  Deferred income taxes are provided based on the estimated future tax effects of temporary differences between financial statement carrying amounts of assets and liabilities and their respective tax bases as well as the benefit of losses available to be carried forward to future years for tax purposes.  Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets when it is more likely than not that such deferred tax assets will not be realized.  Impairment or disposal of long-lived assets:  The Company applies the provisions in FASB Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under this standard, an impairment loss calculated as the difference between the carrying amount and the fair value of the asset, should be recognized on long-lived assets held and used only if the carrying amount of the asset is not recoverable from its undiscounted cash flows. Long-lived assets to be disposed of other than by sale are considered held and used, until they are disposed of. Long-lived assets to be disposed of by sale are measured at the lower of carrying amount or fair value less cost to sell. To the Company, long-lived assets include property and equipment and medical technology licenses.  The Company evaluates the recoverability of property and equipment and medical technology licenses whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company recognized an impairment loss if the projected undiscounted future cash flows is less than the carrying amounts. The amount of the impairment charge, if any, is measured equal to the excess of the carrying value over the asset's fair value, generally determined using the future operating cash flows discounted at the Company's average rate of cost of funds. The assessment of the recoverability of property and equipment and medical technology licenses will be impacted if estimated future cash flows differ from those estimates.  Research and development:  Research and development costs are expensed as incurred.  Loss per share:  Basic loss per share is computed by dividing loss for the period available to common stockholders by the weighted average number of common stock outstanding during the periods. Loss available to common stockholders is increased by dividends paid or payable on preferred stock. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock issuances, including options, warrants and convertible preferred stock, outstanding during the period. As the Company has a net loss in each of the periods presented, basic and diluted loss per share are the same.  Stock-based compensation:  In December 2004, the FASB issued SFAS No. 123 (revised 2004) Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is  62    no longer an alternative. The Company adopted SFAS No. 123 (R) during the fourth quarter of 2005. Stock authorized for services and compensation totaled $253,519 and $705,540 years ended December 31, 2007 and 2006, respectively.  Recent accounting pronouncements:  In July 2006, the FASB published FASB Interpretation No. 48 (FIN No. 48), Accounting for Uncertainty in Income Taxes, to address the non-comparability in reporting tax assets and liabilities resulting from a lack of specific guidance in FASB Statement of Financial Accounting Standards (SFAS No. 109, Accounting for Income Taxes, on the uncertainty in income taxes recognized in an enterprise's financial statements. FIN 48 will apply to fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not expected to have a material effect on the Companys financial condition or results of operations.  In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS No, 157 will be effective for the Company beginning January 1, 2008. Management is currently evaluating the effects SFAS No. 157 will have on the Companys financial condition and results of operations.  In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), to provide guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. Under SAB 108, companies should evaluate a misstatement based on its impact on the current year income statement, as well as the cumulative effect of correcting such misstatements that existed in prior years existing in the current year's ending balance sheet. SAB 108 will become effective for the Company in its fiscal year ending June 30, 2007. The Company is currently evaluating the impact of the provisions of SAB 108 on its financial statements.  In September 2006, FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plan, an amendment of FASB Statement No. 87, 88, 106, and 132 (R). SFAS No. 158 requires companies to recognize the over-funded or under-funded status of their defined benefit postretirement plans as an asset or liability and to recognize changes in that fund status in the year in which the change occur through comprehensive income. The Company has adopted SFAS No. 158 on December 31, 2006. The adoption of SFAS No. 158 does not have a material effect on the Company's financial condition or results of operations.  In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The provisions of FAS 159 become effective as of the beginning of our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will have on our financial statements.  Reclassifications:  Certain comparative figures have been reclassified to conform to the basis of presentation adopted for the current year.  Note 2  Going Concern  These consolidated financial statements have been prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes the Company will continue in operation throughout the next fiscal year and into the foreseeable future and  63    will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Certain conditions discussed below, currently exist which raise substantial doubt about the validity of this assumption. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The Companys future operations are dependent upon the Companys ability to remain compliant with its medical technology license agreement with the University of Michigan, obtain third party financing in the form of debt and equity, and ultimately to generate future profitable operations or income from its investments. Furthermore, the Companys equity investments may require additional funding from the Company to continue research and development and other operating activities. As of December 31, 2007, the Company is considered to be in the development stage as the Company has not commenced planned operations, or begun to generate revenues. The Companys ability to continue as a going concern is in doubt because it has not generated revenues, and has experienced negative cash flow from operations and is not in compliance with the repayment terms of certain promissory note obligations. The Company had a working capital deficiency of $5,172,005 at December 31, 2007. The Company does not have sufficient working capital to sustain operations until the end of the year and is in immediate need of cash financing. The Company is currently looking to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms. If the Company is unable to obtain required financing, it may have to reduce or cease operations or liquidate certain assets.  Note 3  Acquisitions  Biomedical Diagnostics LLC:  On November 30, 2001, the Company entered into a Purchase Agreement (the Purchase Agreement) with Biotherapies, Incorporated, a Michigan corporation (Biotherapies), pursuant to which the Company acquired Biotherapies 50% interest in Biomedical Diagnostics LLC (the LLC or Diagnostics), a Michigan limited liability company. Diagnostics principal operations include a diagnostic technology platform for application in the detection of various diseases including breast, ovarian and prostate cancers.  Total consideration and advances paid or payable by the Company on this acquisition totaled $8,840,408. The Company paid Biotherapies $2,340,000 cash, including prepaid royalties and advances totaling $290,000, and issued 2,524,030 shares of its common stock with a fair value of $4,719,936. The fair value of common shares represents the average quoted market value of the Company's common shares on the acquisition consummation date of November 30, 2001 and the two days preceding that date. On May 30, 2002, the six-month anniversary of the signing of the Purchase Agreement, the Company was required to make an additional cash payment to Biotherapies in the amount of $1,500,000. This obligation was been recorded at its estimated fair value, using a 12% discount rate, of $1,415,100. The discount of $84,900 was accreted through interest expense by the interest method over the period to May 30, 2002.  On May 30, 2002, the Company did not have sufficient funds to make the payment of the aforementioned $1,500,000 and entered into an Amendment to the Purchase Agreement with Biotherapies extending the time for the payment.  Under the terms of the Amendment to the Purchase Agreement, the Company agreed to pay Biotherapies a penalty of $500 per day for each day after May 30, 2002 that the $1,500,000 remains outstanding, provided that after August 31, 2002, Biotherapies agreed to accept the following common shares in lieu of the penalty:  i. if the $1,500,000 had not been paid by September 1, 2002, then the Company was to transfer 164,864 common shares of Biotherapies capital stock to Biotherapies as of September 1, 2002; and   64    ii. if the $1,500,000 had not been paid by October 1, 2002, then the Company would transfer an additional 329,727 common shares of Biotherapies capital stock to Biotherapies as of October 1, 2002; and  iii. if the $1,500,000 had not been paid by November 1, 2002, then the Company would transfer an additional 329,728 common shares of Biotherapies capital stock to Biotherapies as of November 1, 2002; and  iv. if the additional funds had not been paid by December 1, 2002, then the Company would transfer an additional 601,094 common shares of Biotherapies capital stock to Biotherapies as of December 1, 2002 and any further obligations of the Company to pay Biotherapies the $1,500,000 shall be deemed satisfied as of December 1, 2002.  As of December 31, 2007, the Company had not paid the $1,500,000 and had transferred the shares referred to in (i), (ii), (iii) and (iv) above to Biotherapies (Note 6(b)), resulting in a gain on settlement of debt.  All other terms and conditions of the Purchase Agreement remain in full force and effect.  Concurrently with the execution of the Purchase Agreement, the Company and Biotherapies entered into numerous other agreements, including a certain Mammastatin Sublicense Agreement (MSA) and a certain P&O Technology License Agreement. Pursuant to the Sublicense Agreement, Biotherapies granted to the Company rights to make, use and sell certain proteins and antibodies, and tests to develop or sell additional antibodies and/or diagnostic assays for the diagnosis of breast, prostate and/or ovarian cancers. Under the agreement, the Company is required to pay Biotherapies a royalty of between ten percent (10%) and twenty percent (20%) of net sales generated, depending on the level of net sales in a given year. Through December 31, 2001, the Company had pre-paid royalty payments pursuant to the Mammastatin Sublicense Agreement totaling $100,000 which were written down to $-0- in 2002 as a result of the termination of the license described below.  Biotherapies had the right to terminate the MSA if the Company failed to (i) meet its commitment to fund operating costs of the LLC of at least $1,000,000 in support of product development of the Mammastatin, prostate and ovarian technologies on or before November 30, 2002; (ii) make any royalty payments due to Biotherapies; or (iii) achieve gross sales of the licensed technology of $7,500,000 within twenty four (24) months of the signing of the Purchase Agreement and $20,000,000 within 36 months of the signing of the Purchase Agreement. The Company could cure the gross sales default by satisfying the royalty obligations that would have accrued had the target gross sales been met. Biotherapies had the right to terminate the P&O Technology License Agreement if the Company failed to meet its commitment to fund operating costs of the LLC of at least $1,000,000 or failed to make any required royalty payments due to Biotherapies.  In September 2002, Biotherapies issued a default notice giving the Company six months to cure all defaults. Prior to the expiration of the cure period referred to above, the University of Michigan revoked Biotherapies' license and granted directly to the Company the rights to carry on with its development until further notice. Accordingly, the MSA was terminated subsequent to year end and the Company no longer has royalty commitments to Biotherapies.  On May 14, 2003, the Company signed a license agreement with the University of Michigan for the exclusive rights to the Mammastatin technology. The terms of the agreement were amended to require the licensee to issue fees of $150,000 due on or before February 29, 2004. The full amount of license issue fees was paid in March 2004. Other requirements include royalty fees of 3% - 5% of net sale revenues generated and 20% of revenue not based on net sales, annual license maintenance fees of $25,000 to $100,000, and milestone payments on meeting certain significant development targets. Failure of the Company to meet any payment, including any extension provided within the agreement, allows the University to terminate the agreement. If the agreement is ultimately terminated and the Companys access to the Mammastatin  65    technology is not re-established, the Company will likely be required to recognize an impairment in the value of its medical technology licenses which totals $1,657,332 at December 31, 2007.  The Diagnostics acquisition was recorded by the purchase method with the results of Diagnostics consolidated with the Company from the date of acquisition on November 30, 2001. Prior to this acquisition, the Company accounted for its investment in Diagnostics using the equity method.  The total purchase price and advances of $8,840,408 were allocated to the net assets acquired based upon their relative fair values as follows:  Fair value of assets acquired:Medical technology licenses$8,321,364In-process research and development750,000Other current assets8,617Other assets66,629Prepaid royalty costs100,000Stock appreciation rights plan liabilities assumed(301,418)Other current liabilities ass(104,784)Total$8,840,408Consideration:Cash$2,340,000Common shares4,719,936Loan payable ($1,500,000 less discount)1,415,100Expenses of acquisition365,372Total$8,840,408  The allocation of the cost of the Companys acquisition to medical technology licenses of $8,321,364 reflects the estimated value of completed screening technology for the diagnosis of breast cancer and its potential application to ovarian and prostate cancer screening tests, which is being amortized over the estimated period of benefit of seven years. The value assigned to in-process research and development of $750,000 was expensed at the date of acquisition and represents the estimated fair value of research in-progress at the acquisition date related to a new detection process and research and development related to a serum and screening diagnostic for ovarian and prostate cancers. The estimated fair value of these projects was determined by management using a discounted cash flow model, using discount rates reflecting the stage of completion and the risks affecting the successful development and commercialization of the processes and diagnostic tests that were valued.  Note 4  Commitment and Contingencies  The Company has no pending litigation currently and management is not aware of any threatened litigations. Certain claims had been settled in 2005. On July 7, 2005, pursuant to a letter agreement dated November 4, 2004, the Company paid to the former president $175,000 in a lump sum which, together with the previously transferred 400,000 registered common shares, provided full settlement of all claims relating to a Statement of Claim filed in the Supreme Court  of British Columbia on December 18, 2001 against the Company, two directors and their related management company. The two directors provided the 400,000 common shares out of their personal holdings and were subsequently reimbursed through the issue of convertible promissory notes in the amount of $66,000 each and Greg McCartney received an additional convertible promissory note for $22,000 as compensation for his personal guarantee of the obligation.   66    The Company leases facilities in California and Michigan under month to month operating lease agreements. Rent expense was $42,490 and $51,121 for the years ended December 31, 2007 and 2006, respectively.  Note 5  Property and Equipment  The company has adopted a policy whereby it expenses all capital expenditures under $5,000 and as of December 31, 2007, has no capitalized property, plant or equipment,  Note 6  Long Term Investments  (a)Investment in Biomedical Diagnostics, LLC  The Company entered into a joint venture agreement dated November 8, 1998 with Biotherapies, Inc. for the development of a Mammastatin diagnostic assay through the formation of Biomedical Diagnostics, LLC. The diagnostic assay being developed will be used as a cancer screening method. Under the terms of the amended agreement dated November 8, 1998, both parties to the agreement had a 50% equity interest in Biomedical Diagnostics, LLC, but voting control of Biomedical Diagnostics, LLC was held by Biotherapies, Inc. The Company accounted for its investment in Biomedical Diagnostics, LLC using the equity method.  Pursuant to a Letter of Intent dated August 20, 2001 between the Company and Biotherapies, Inc., the Company issued 600,000 common shares with a fair value of $1,680,000 to Biotherapies Inc. which was deemed to be full payment for amounts owing under the amended and restated Operating Agreement. The fair value of the common shares represents the quoted market value at the date of their issuance. The Company accounted for this transaction as an additional investment in Biomedical Diagnostics, LLC.  On November 30, 2001, the Company acquired the remaining 50% interest in Biomedical Diagnostics, LLC from Biotherapies, Inc. and commenced the consolidation of the operations of Biomedical Diagnostics, LLC with those of the Company. The carrying value of the Company's original 50% equity investment in Biomedical Diagnostics, LLC at November 30, 2001 of $4,003,607 was allocated to remaining net assets as follows:  Medical technology licenses$ 4,334,563Other current assets8,617Other assets66,629Stock appreciation rights plan liabilities assumed(301,418)Other current liabilities assumed(104,784)$ 4,003,607  (b)Investment in Biotherapies, Inc.  December 31,20072006Investment in Biotherapies, Inc.$ 5,437,611$ 5,437,611Equity in losses and write-down(5,437,611)(5,437,611)$                -$                -  Ownership percentage20072006Biotherapies, Inc. (b)(2007 and 2006  8.96%)$                 -$                0  67       Pursuant to the May 30, 2002 amendment to the Purchase Agreement, the Company transferred to Biotherapies, Inc. 1,425,413 common shares of the 2,166,300 common shares of Biotherapies, Inc. originally acquired, resulting in a reduction of the Company's ownership interest to 8.96% as at December 31, 2002. As a result, the Company has begun accounting for the investment under the cost method. In addition, during the year ended December 31, 2002, the Company determined that an other than temporary decline in value occurred and reduced the carrying value of its investment in Biotherapies, Inc. to $-0-.  (c)Investment in Prion Developmental Laboratories, Inc.   December 31,20072006Investment in Prion Developmental Laboratories, Inc.$ 2,636,533$ 2,636,553Equity in losses and write-down(2,636,553)(2,636,553)$                -$                -  Pursuant to an investment agreement dated on September 8, 2000, the Company acquired 1,000,000 common shares of Prion Developmental Laboratories, Inc. (PDL) and a warrant to purchase an additional 1,000,000 common shares of PDL at an exercise price of $0.40 per common share for total cash consideration of $1,000,000. On November 21, 2000, the Company purchased a further 1,000,000 common shares pursuant to the investment agreement for cash consideration of $1,000,000. On August 22, 2001, the Company exercised its warrant to purchase an additional 1,000,000 common shares of PDL for $400,000, giving the Company a 33% equity interest in PDL. PDL is a development stage biotechnology company developing diagnostic tests for Prion diseases.  The Company accounts for its investment in PDL by the equity method from September 8, 2000, the date of initial investment acquisition. At December 31, 2007 carrying value of the investment was $-0-.  Through December 31, 2007 the Company had advanced PDL $362,084 and accrued interest of $56,872 at a rate of 10% per annum.   The company has accrued a reserve for potential un-collectability in the amount of $418,957.  Note 7  Medical Technology and Licenses  December 31,20072006Medical technologies and licenses$ 12,655,926$ 12,655,926Accumulated amortization(10,998,594)(9,190,606)$   1,657,332$    3,465,320  Pursuant to the acquisition of Biomedical Diagnostics, LLC, the Company acquired a license to utilize certain diagnostic technology for use in detecting various diseases including breast, ovarian and prostate cancers. Aggregate amortization expense for the years ended December 31, 2007 and 2006 is $1,807,988 and $1,807,988, respectively. Estimated annual amortization expense through 2008 is $1,807,988 per year.  The Companys interest in the medical technology license with the University of Michigan was indirectly held through Biotherapies, Inc. as of December 31, 2002. Subsequent to December 31, 2002, the University of Michigan directly granted license rights to the Company and the indirect license arrangement with Biotherapies, Inc. was terminated.   68    The Company amortizes the cost of acquired medical technology licenses over the lesser of the license term or the estimated period of benefit. The medical technology licenses acquired through the Biomedical Diagnostics, LLC acquisition (Note 3) are being amortized over seven years.  Biotherapies, Inc. obtained an exclusive, world-wide license agreement with The Regents of The University of Michigan on March 29, 2006 relating to the human mammary cell growth inhibitor protein, Mammastatin, and the 3C6 and 7G6 monoclonal antibodies directed against Mammastatin for use in developing and commercializing a breast cancer diagnostic test to detect and measure the quantity of Mammastatin in peripheral blood samples.  Biotherapies and Biolabs (predecessor company to Abviva, Inc.) entered into a joint venture operating agreement on November 4, 1998, amended and restated on August 6, 1999, that establish Biomedical Diagnostics, LLC. as a company to develop and commercialize the Mammastatin Serum Assay.   On November 30, 2001 Abviva entered into an agreement to acquire Biotherapies 50% interest in Biomedical Diagnostics.  Pursuant to that agreement Abviva also obtained a Mammastatin Sublicense Agreement from Biotherapies on November 30, 2001.  The Mammastatin Sublicense Agreement provided Genesis with the following assets defined in the agreement under the following headings: · Licensed Technology: the Michigan Technology; Mammastatin Serum Assay; Know How; and the Patents included in the Michigan License to Biotherapies; · The Mammastatin Serum Assay refers to the breast cancer diagnostic test; · The Michigan License refers to the license between the University of Michigan and Biotherapies, sublicensed to Abviva, which includes the 3C6 and 7G6 monoclonal antibodies directed against the Mammastatin protein; · Licensed Technology refers to the dot blot diagnostic assay for the detection and quantification of mammastatin in peripheral blood samples.  Subsequent to Abviva acquiring the remaining 50% interest in Biomedical Diagnostics and entering into the associated sublicense agreement with Biotherapies, Biotherapies license to the mammastatin technology from the University of Michigan was terminated by the University of Michigan.  At the time of the acquisition Genesis had capitalized the acquisition value as Medical Technology Licenses, which included both the tangible and intangible assets discussed above.  On May 15, 2003 Abviva entered into a license agreement with the University of Michigan for the diagnostic rights to the mammastatin technology which gave Abviva the rights to make, use and sell Licensed Products from the Licensed Technology.  Abviva (f/k/a Genesis Bioventures) retains this exclusive, world wide license today.  Biomedical Diagnostics retained the original materials transferred to it in the initial joint venture, which included, among other tangible assets, the Mammastatin Serum Assay diagnostic test technology platform and the 3C6 and 7G6 monoclonal antibodies.  These three materials are the foundational basis of the Mammastatin Serum Assay and represent the foundational basis of Biomedical Diagnostics and of Abvivas breast cancer diagnostic business.    Accordingly, the value attributable to Medical Technology Licenses in Note: 7 of Abvivas financial statements fairly represents the value of the asset.  That not withstanding, Management understands that if it became necessary to replicate the monoclonal antibodies used in the Mammastatin Serum Assay that produced the same or better sensitivity, specificity and accuracy of the existing monoclonal antibodies, the Company would expect to incur monoclonal development expenses significantly greater than the value listed for the asset in the financial statements.  Upon this review Management believes the value listed in Note 7 for Medical Technology and Licenses in its financial statements is a fair assessment of the value of the asset.    69    Note 8  Promissory Notes Payable  On July 3 and October 3, 2001, the Company borrowed $500,000 and $100,000, respectively, from a private investor and major shareholder. Interest accrues on the loan at a rate of 10% per annum, compounded semi-annually and is secured by a promissory note. On October 30, 2001, a further $100,000 was advanced to the Company. The promissory note bears interest at 1% per month. As consideration for the loans, the Company issued 33,776 common share purchase warrants with an exercise price of $3.00 expiring October 1, 2003 and a warrant to acquire up to 250,000 common shares of the Company at $3.00 per share expiring May 30, 2003. The notes are due and payable on the earlier of ninety (90) days from the date funds are advanced or ten (10) days after the completion of a financing of not less than $5,000,000. The fair value of the warrants of $467,158 has been recorded as a discount to the promissory notes and has been amortized over the estimated period to maturity of the loans. As of December 31, 2007 and 2006, the remaining principal balance was $0.  On March 22, 2006 the note holder elected to convert $700,000 in principal and $343,864 in interest to 5,219,320 shares of the Companys $.0001 par value common stock at $.20 per share. At December 31, 2006 the obligation has been fulfilled.  On March 31, 2006, the Company established promissory notes in the amount of $165,000 from three former officers of the company for unpaid compensation previously recorded as accrued expenses. Interest accrues on the loan at a rate of 6% per annum and matured on June 30, 2006. The company made principal payments totaling $27,000. The remaining loan balance at December 31, 2006 is $138,000. The notes are currently in default and accruing interest at a default rate of 10% per annum with accrued interest of $19,538 as of December 31, 2007.  On March 31, 2006, the Company entered into Termination and Convertible Promissory notes with three former officers and one former employee of the Company (Convertible notes payable, related party), whereby the Company has agreed to provide severance in the total amount of $24,000 per month for a period of 12 months. The severance shall accrue monthly in the form of a note bearing interest at a rate of 6% per annum and maturing on April 1, 2007. Each note is convertible in shares of the Companys common stock based on the current quoted market rate at the time of conversion. At December 31, 2006 the Company had an accrued balance of $112,300, and a related derivative liability in the amount of $155,676.   As of December 31, 2007 the warrants had expired and the company reported an unrealized loss related to the adjustment of the derivative liability in the amount of $(30,530).  As of December 31, 2007 the outstanding balance was $288,000 with accrued interest of $41,700.  The transaction, to the extent that it is to be satisfied with common stock of the Company would normally be included as equity obligations. However, in the instant case, due to the indeterminate number of shares which might be issued under the embedded convertible host debt conversion feature, the Company is required to record a liability relating to the embedded convertible feature of the note payable (included in the liabilities as a derivative liability.  The accompanying financial statements comply with current requirements relating to warrants and embedded warrants as described in FAS 133, EITF 98-5 and 00-27, and APB 14 as follows:  Subsequent to the initial recording, the increase in the fair value, determined under the Black-Scholes option pricing formula and the increase in the intrinsic value of the embedded derivative in the conversion feature of the convertible debentures are accrued as adjustments to the liabilities at December 31, 2006.  The expense relating to the increase in the fair value of the Companys stock reflected in the change in the fair value of the derivatives (noted above) is included as an other comprehensive income item in the form of an unrealized interest expense arising from convertible financing on the Companys balance sheet.  Accreted principal of $155,676 as of December 31, 2006.   70    The following table summarizes the various components of the convertible debentures as of December 31, 2006:  Convertible debentures:$112,300Derivative liability155,676267,976Adjustment of derivative and warrant liability to fair value30,530Accretion of principal related to convertible debenture(10,506)Total convertible debentures:$288,000  The Company has accrued advances for operating expenses from a former officer of its wholly-owned subsidiary totaling $33,239 as of December 31, 2007. The advances are non-interest bearing and due on demand.  During August through March  2005, the Company raised $151,647 through the issuance of promissory notes to third parties. The notes bear interest from 5% per month to 10% per annum, are unsecured and mature ninety (90) to one hundred fifty (150) days after funds are advanced. Warrants to acquire 35,000 common shares were issued as consideration for the loans. The fair value of the warrants of $31,580 has been recorded as a discount to the promissory notes and is being amortized over the term of the notes to interest expense. During the year ended December 31, 2003, the Company issued 25,900 share purchase warrants exercisable at $0.75 per share to extend maturity date to August 31, 2005. The fair value of the warrants of $10,164 has been recorded as interest expense. As of December 31, 2007, the remaining loan balance is $151,647, and accrued interest of $115,402.  On June 4th  2007 the  company issued 200,00 shares of its common stock at $.20 in consideration  for the extension of the note payable.  The Company is in arrears on two of its 2001 and 2002 promissory notes in the amounts of $20,000 and $50,000, respectively. The original terms required full payment in 60 and 90 days respectively and bore interest rates of 5% and 12%. Each lender has demanded payment of the unpaid principal and accrued interest. As of December 31, the Company has not made payment and is currently in default on each note.  On March 12 and 19, 2004, the Company completed a private placement for gross proceeds of $2,315,000 on the sale of certain securities (the Bridge Securities). The Bridge Securities sold are:  1) convertible notes carrying interest at the rate of 10% per annum due in thirteen months from issuance, and  2) Five-year warrants purchasing additional common shares of the Companys stock. Each note is accompanied by warrants to purchase an additional five hundred shares for each $1,000 of face amount of notes purchased. The convertible notes are repayable at the earlier of:  a. Within ten business days following the closing of the merger-related Take-Out Financing, or  b. Maturity, at 110% of the principal amount plus accrued interest increasing to 115% of the principal amount if a registration statement is not yet effective, the interest on the convertible notes is payable in cash or common shares of the Company at the option of the Company. On March 9, 2005, the Company requested the note holders of the March 2004 private placement to convert, or defer their notes for one year as a condition to a pending financing whereby a minimum of 80% of the notes were required to be converted or deferred. On April 19, 2005, an additional proposal was sent to the note holders offering a reduced conversion and warrant price as well as a 25% return of these original investments. Those exercise prices are subject to adjustment in connection with  71    shares and warrants issued during a senior financing, as well as in the event of stock splits, stock dividends or similar events.   On June 15, 2006, the note holders elected to convert $1,397,500 in principal and $88,742 in interest to 7,325,950 shares of the Companys $.0001 par value common stock. The principal balance was converted at $0.20 per share and interest at $0.26 per share. Additionally, the Company issued 1,397,500 shares of its common stock valued at $0.25 per share to all note holders who elected to convert. During 2006 the Company recorded financing expense totaling $349,375.  In July of 2007 the company issued 2,393,940 of its common shares for accrued interest of $99,542.  In August of 2007 the company issued 700,000 shares of its common stock for reduction of $50,000 of principal.  The remaining principal balance at December 31, 2007 is $867,500 and accrued interest of  $45,012.  During 2005, the Company raised a further $358,000 through the issuance of promissory notes. The notes bear interest from 10% to 18% per annum, are unsecured and mature ninety (90) to two hundred seventy (270) days after funds are advanced. Warrants to acquire 187,500 common shares were issued as consideration for certain of these loans. The warrants are exercisable at $0.20 per common share. The fair value of the warrants of $12,056 has been recorded as a discount to the promissory notes and has been fully amortized to interest expense for the period to December 31, 2006. The carrying value of promissory notes of $70,000 at the time of issuance was determined by discounting the future stream of interest and principal payments at the prevailing market rate for a similar liability that does not have an associated equity component. The balance of $105,000 was allocated to the conversion option included in shareholders equity. The discount on the face value of the convertible note is being accrued over the term of the debt. On March 15, 2006, the Company repaid $75,000 of principal, and interest totaling $5,600. And, on October 11, 2006, the $175,000 of principal, and $20,137 of interest was converted by the note holder into 1,951,379 shares of common stock. As of December 31, 2007, the remaining principal balance was $100,000.  During 2006, the Company entered into an agreement to issue Bridge Notes in the principal amount of $1,000,000 bearing interest at 12% per annum payable 90 days after the issuance date. The Company has raised a total of $1,000,000. Pursuant to the note agreement, each investor in the Notes shall receive the number of shares of common stock of the Company equal to 21⁄2 times the principal amount of the Note purchased. On June 15, 2006, the Company issued 2,500,000 shares of its par value common stock to the Bridge note holders. The Company recorded financing expenses totaling $650,000, the fair value of the underlying shares. As of December 31, 2006, the notes are in default and accruing a default rate of interest in the amount of 18% per annum. On January 8, 2007 $25,000 in principal was repaid.  In July of 2007 the company issued 3,440,145 of its common shares for accrued interest of $218,257.  In August of 2007 the company issued 700,000 shares of its common stock for reduction of $50,000 of principal.  The remaining principal balance at December 31, 2007 is $867,500 and accrued interest of $45,012..  On July 8, 2006, the Company entered into two unsecured promissory notes totaling $150,000, bearing interest at a rate of 10% per annum with the entire principal balance due upon completion of financing. Per the agreement, the Company issued a total of 300,000 shares of the Companys par value common stock as a financing fee in the amount of $60,000 in 2006.  As of December 31, 2007 the outstanding balance was $150,000.  On October 17, 2006, the Company entered into an unsecured promissory note totaling $150,000, bearing interest at a rate of 10% per annum with the entire principal balance due upon completion of financing. Per the agreement, the Company issued a total of 450,000 shares of the Companys par value common stock as a financing fee in the amount of $63,000 in 2006. December 31, 2006.  As of December 31, 2007 the outstanding balance was $150,000.  January 5, 2007, the Company entered into an unsecured convertible promissory note totaling $500,000, bearing interest at a rate of 18% per annum with the entire principal balance due on July 5, 2007.  The note is convertible into 2,500,000 shares at a conversion price of $0.20 per share.  Per the agreement, the  72    Company agreed to issue a total of 1,250,000 shares of the Companys par value common stock as a financing fee in the amount of $87,500.  The financing fee is being amortized over the life of the loan, and as of December  31, 2007 finance fee of $87,500 has expensed.  On October 2, 2007 the company issued 19,047,619 shares of its common stock as payment in full and 2,484,018 shares of its common stock as payment for accrued interest of $65,205.   As of December 31, 2007 the balance of this note was $0.  On May 9, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on November 7, 2007.  The note is convertible into the Companys common stock at a conversion price of the lesser of (i) 75% of the lowest closing bid price of the Common Stock for the fifteen trading day period prior to request for conversion; or, (ii) at eight cents ($.08) per share.  Per the agreement, the Company agreed to issue a total of 500,000 shares of the Companys par value common stock as a financing fee, which were issued on August 7, 2007 and recorded to financing fee expense of $40,000. As of December 31, 2007 the note had a balance due of $250,000 and accrued interest of $20,432. Subsequently the note was converted into 9,523,810, and the accrued interest and penalties were converted into 942,466.  As a result the company recorded the actual share based expense of $144,319 in 2007.  On November 15, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008.  The note is convertible into the Companys common stock at a conversion price of five cents ($.05) per share.  Per the agreement, the Company issued 10 shares of the Companys Series C Convertible Preferred stock as a financing fee.  eFund has advanced funds under the agreement as follows: (a) $10,000 on August 10, 2007, (b) $15,000 on August 23, 2007 (c)$6,000 on September 6, 2007 (d) $94,000 on September 7, 2007 (e) $50,000 on November 6, 2007.  The holder will continue to advance funds under the agreement until such time as the holder has advanced a total of $250,000.  Interest will only accrue on the advanced amounts on the date of advancement.  As of December 31, 2007 the note had a balance due of $195,000 and accrued interest of $6,035.  Using the Black-Scholes calculation the company recorded an estimate of share based compensation of $109,200.  On November 2, 2007, the Company entered into an unsecured promissory notes totaling $40,000, bearing interest at a rate of 18% per annum with the entire principal balance due upon completion of financing. Per the agreement, the Company issued a total of 200,000 shares of the Companys par value common stock as a financing fee in the amount of $6,560. The note is due and payable on February 2, 2008.  As of December 31, 2007 the note had an outstanding balance of $40,000 and accrued interest of $1,164.  On December 4, 2007, the Company entered into an unsecured promissory notes totaling $50,000, bearing interest at a rate of 18% per annum with the entire principal balance due upon completion of financing. Per the agreement, the Company issued a total of 250,000 shares of the Companys par value common stock as a financing fee in the amount of $8,200.  The note is due and payable on March 4, 2008.  As of December 31, 2007 the note had an outstanding balance of $50,000 and accrued interest of $666.  Note 9 - Stockholders' Equity  On January 17, 2006, the company issued 1,500,000 at $0.09 for cash previously received in the amount of $135,000 pursuant to a subscription agreement.  On January 23, 2006, holders of the convertible bridge loans elected to convert $57,875 in accrued interest into 705,126 shares of the Companys $0.0001 par value common stock.  In February 2006, officers and employees of the company exercised cashless warrants issued in lieu of deferred compensation totaling 9,113,071 shares of the companys common stock, of which 6,320,636 and 2,792,435 shares were issued at $0.01 and $0.27 per share, respectively.  On March 22, 2006 a note holder elected to convert $700,000 in principal and $343,864 in interests to 5,219,320 shares of the Companys $0.0001 par value common stock at $0.20 per share.   73    On March 30, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock as a loan extension fee. The Company recorded a financing expense in the amount of $41,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On April 3, 2006, the Company authorized the issuance of 1,229,092 shares of its $0.0001 par value common stock. The fair value of the shares issues was $454,764, and is being amortized over the term of the agreement. As of December 31, 2006, the shares remained un-issued, and subsequently issued in 2007. During the year ended December 31, 2006, the Company amortized $227,342 of the prepaid compensation and recorded it as consulting expense. The balance of $227,422 was expensed during the year ended December 31, 2007.  On April 5, 2006, the Company issued 100,000 shares of its $0.0001 par value common stock to an individual pursuant to a consulting agreement. The Company recorded a consulting expense in the amount of $30,000, the fair value of the underlying shares on the date of grant.  On April 5, 2006, the Company issued 1,591,586 shares of its $0.0001 par value common stock to officers and employees of the company for the exercise of cashless warrants issued in lieu of deferred compensation.  On April 13, 2006, the Company issued 80,094 shares of its $0.0001 par value common stock to El Dorado Enterprises, Inc. in exchange for cashless warrants. Further, El Dorado Enterprises, Inc. agreed to extend the note due date from April 30, 2006 to June 30, 2006 with an increase in the interest rate on the note from 10% to 12%.  On May 25, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock to each of three directors. The fair value of the 300,000 shares issued was $57,000, and is being amortized over the two year term of their services. As of December 31, 2006, the shares remained un-issued. During the years ended December 31, 2007 and 2006, the Company amortized $28,600 and 16,626 respectively, of the prepaid compensation and recorded it as directors fees expense. The unamortized balance of $11,774 was outstanding at December 31, 2007 and will be amortized over the remaining 4 months of the agreement.  On June 9, 2006, the Company authorized the issuance of 150,000 shares of its $0.0001 par value common stock pursuant its Bio Design Rights Transfer Agreement with Bio Business Development Company, (BBDC). The Company recorded an intangible asset in the amount of $36,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  The company took an impairment loss of $36,000 in 2007 against this asset.  On June 12, 2006, the Company authorized the issuance of 245,058 shares of its common stock for payment of legal services valued at $61,275. The shares were subsequently issued on July 25, 2006.  On June 15, 2006, the Company issued 8,723,450 shares of its $0.0001 par value common stock for settlement of notes payable totaling $1,397,500; accrued interest in the amount of $88,742; and financing fees of $349,375.  On June 15, 2006, the Company issued 2,500,000 shares of its $0.0001 par value common stock pursuant to its bridge financing agreement (see note 8). The fair value of the shares was recorded as a financing fee in the amount of $650,000.  On June 15, 2006, the Company issued 969,375 shares of its $0.0001 par value common stock for various consulting services. The Company recorded consulting expense of $252,038, the fair value of the underlying shares.  On June 15, the Company authorized the issuance of 300,000 shares of its $0.0001 par value common stock valued at $78,000 in exchange for various consulting services. The shares were subsequently issued on September 29, 2006.  74     On July 8, the Company authorized the issuance of 300,000 shares of its $0.001 par value common stock pursuant to promissory notes totaling $150,000. The Company recorded prepaid interest totaling $60,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On August 7, 2006, the Company authorized the issuance of 200,000 shares of its $0.0001 par value common stock pursuant to a consulting agreement with an officer of the Company as a signing bonus. The Company recorded compensation expense in the amount of $36,000. The shares were subsequently issued on October 11, 2006.  On September 5, 2006, the Company authorized the issuance of 100,000 shares of its $0.0001 par value common stock pursuant to a one year consulting agreement. The Company recorded prepaid compensation of $21,000 to be amortized over the life of the agreement. During 2006, the Company amortized $7,000 as consulting expense and $14,000 remained unamortized. The shares were subsequently issued on October 11, 2006.  During September 2006, the Company entered into four one year consulting agreement whereby authorizing the issuance of 400,000 shares of its $0.0001 par value common stock. The Company recorded prepaid compensation in the amount of $128,000 to be amortized over the remaining life of the agreements. As of December 31, 2006, the Company amortized $102,000 to consulting expense and $26,000 remained unamortized. The shares were subsequently issued on October 11, 2006.  On September 30, 2006 the Company authorized the additional issuance of 50,000 shares of its $0.0001 par value common stock for additional service provided by an officer. The Company recorded compensation expense in the amount of $8,000, the fair value of the underlying shares. The shares were subsequently issued on October 11, 2006.  On October 11, 2006, a note holder elected to convert the entire principal balance of his note totaling $175,000 and all accrued interest in the amount of $20,137 into 1,951,379 shares of the Companys par value common stock.  On October 19, 2006, the Company authorized the issuance of 300,000 shares of its $0.0001 par value common stock in exchange for consulting services received in connection with its financing activities. The Company record consulting expense in the amount of $21,000, the fair value of the underlying shares. The 150,000 shares were subsequently issued on October 11, 2006 and another 150,000 shares were subsequently issued in 2007.  On October 24, 2006, the Company authorized 100,000 shares of its $0.0001 par value common stock valued at $16,000 in exchange for various consulting services. The shares were subsequently issued on December 8, 2006.  On October 24, 2006, the Company authorized 416,666 shares of its $0.0001 par value common stock valued at $50,000 in exchange for various legal services. The shares were subsequently issued on December 8, 2006.  On December 08, 2006, the Company issued 450,000 shares of its $0.0001 par value common stock as a loan origination fee. The Company recorded a financing expense in the amount of $63,000, the fair value of the underlying shares.  On December 21, 2006, the Company authorized the issuance of 438,897 shares of its $0.0001 par value common stock in exchange for various legal services. The Company recorded legal and professional fees expense in the amount of $15,850, the fair value of the underlying shares related to the services performed in 2006, and a prepaid expense in the amount of $28,040 for the fair value of the retainer related to services yet to be performed as of December 31, 2006. These shares were subsequently issued on January 25, 2007.   75    On December 21, 2006, the Company authorized the issuance of 135,000 shares of its $0.0001 par value common stock in exchange for bookkeeping services. The Company recorded legal and professional fees expense in the amount of $13,500, the fair value of the underlying shares related to the services.   These shares were subsequently issued on January 25, 2007.  There have been a total of 1,952,989 shares authorized for services, as included in the preceding disclosures that remained un-issued as of December 31, 2006, which were all subsequently issued in 2007.  On January 5, 2007, the Company issued a total of 1,250,000 shares of the Companys par value common stock as a financing fee in the amount of $87,500. The financing fee is being amortized over the life of the loan, and as of December 31, 2007 finance expense of $87,500 has been recorded. See Note 8.  On January 25, 2007, the Company issued 1,066,713 shares of restricted common stock to Experigen Management Company pursuant to the non-employee agreement signed on April 3, 2006. The fair value of the shares was recorded in 2006 when the shares were authorized.  On January 25, 2007, the Company issued 438,897 shares of restricted common stock to two consulting firms for professional and legal services of $43,846. The fair value of the shares was recorded in 2006 when the shares were authorized.  On January 25, 2007 the Company issued 135,000 shares to Opus Pointe which were previously authorized and un-issued for $13,500 in accounting services.  On January 25, 2007, the Company issued 100,000 shares of restricted common stock to pursuant to a retainer agreement for legal services of $30,000. The fair value of the shares was recorded in 2006 when the shares were authorized.  On February 9, 2007, the Company authorized the issuance of 100,000 shares of common stock pursuant to a consulting agreement. The Company recorded consulting expense in the amount of $10,000, the fair value of the underlying shares.  During the year ended December 31, 2007 the Company amortized $411,563 of management and consulting fees for prepaid share-based compensation.  During the year ended December 31, 2007, the Company amortized $570,292 of warrants and options issued in 2006.  During the year ended December 31, 2007, the Company amortized $87,500 of finance costs related to a debt financing agreement.  On April 4, 2007, the Company issued 209,602 shares (a total of 628,806) of common stock to three of its board of directors as consideration for their services. On April 4, 2007, the Company also issued another 72,151 shares (a total of 216,453) of common stock to each of these three board members as compensation for their services from January 2007 through March 2007.  On April 5, 2007 Fezzik Enterprises, Ltd. was issued 100,000 shares of common stock pursuant to the Companys 2006 Consultant Stock Plan, for consulting services relating to the Companys relocation of the corporate office to Los Angeles and closing of the former corporate office in Surrey, British Columbia, Canada. The Company recorded consulting expense in the amount of $9,000, the fair value of the underlying shares.  On April 5, 2007 Taylor Wood Management, Inc. was issued 41,667 shares of common stock under a under settlement agreement pursuant to a consulting agreement with the Company. The Company recorded a consulting expense of $3,750, the fair value of the underlying shares.   76    On May 7, 2007 the Company issued 115,734 shares of common stock to Stoeklein Law Group for legal services in the amount of $9,814 they provided the Company.  On May 8, 2007 Antony Dyakowski, a former director of the Company was issued 49, 909 shares of common stock as board compensation in the amount of $4,721 for the 2nd quarter of 2007 prior to departure from the board of directors.  On June 4, 2007, the Company entered into an agreement with a debt holder to extend the maturity date of their $100,000 note payable until June, 2007 in exchange for 200,000 shares of the Companys common stock and repayment of $12,000 in accrued interest.  On August 2, 2007 the Company authorized the conversion of a note with one of its note holders pursuant to the Note Agreement.  Pursuant to the agreement the note holder received 700,431 shares of common stock in exchange for the conversion of the note in the amount of $50,000 plus accrued interest  On June 29, 2007, the board of directors approved a special one time financing fee and issuance of the interest payments due under the terms of the notes from financings completed in the fiscal years 2004 and 2006.  On August 15, 2007 the Company subsequently issued a total of 5,834,085 shares of common stock to said note holders pursuant to the special financing fee and the interest payments in the amount of $572,288.  On August 8, 2007 the Company issued 500,000 shares of eFund Capital Management, LLC as financing fee of $40,000 who is a related party.  On August 8, 2007 the Company issued 120,000 shares of common stock to John Alexanian for consulting services valued at $9,600.  On October 2, 2007 the company issued 19,047,619 shares common stock as principal note payment of $500,000.  On October 5, 2007, 300 shares of preferred stock were converted into 300 shares of common stock.  On October 30, 2007, the company issued 400,000 shares to Redchip Capital pursuant to a consulting agreement for investor relations services.  On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors, in the amount of $40,000.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  The monies received will be issued for general operating expenses.  On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors, in the amount of $50,000.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  On December 18, 2007 the company issues 247,196 shares of common stock to Cynthia Banhuik as payment of interest on a $75,000 loan to the Company by Ms. Bahnuik approved by the former management and board of directors in 2004.  On December 19, 2007 the company issued 2,484,018 shares common stock for accrued interest of  $64,205.   77    Preferred Stock:  During 1999, the Company completed the sale of 2,000,000 Class A convertible preferred shares at various dates pursuant to an offering memorandum dated December 1, 1998. Net cash proceeds to the Company from this offering were $5,565,911. The series A preferred shares carry a 6% non-cumulative dividend rate in preference to any dividend on common stock, have a liquidation preference ahead of common stock and are convertible into common stock on a one for one basis within one year of the date of the subscription agreement. The Company has a right to redeem all the outstanding Class A convertible preferred shares at any time at a redemption price equal to 110% of the initial purchase price plus all declared and unpaid dividends thereon at the date of redemption.  Certain of the preferred shares were issued for cash consideration at a price that was less than the market price of the Company's common shares on the date of agreement for issuance. This difference represents a beneficial conversion feature attached to the preferred shares. The discount resulting from the allocation of the proceeds to the beneficial conversion feature of $354,735 was recorded as a dividend or return to the preferred shareholders over the minimum period to conversion using the effective yield method and dividends were fully recognized during the year ended December 31, 2000.  On June 11, 2007, the board of directors approved and authorized 400 shares of no par, convertible preferred series C stock. . Each share of Series C Stock shall be converted into a number of shares of Common Stock that equals one-tenth of a percent (0.1%) of the Companys outstanding common stock immediately following the Conversion.  The Series C Stock shall have voting rights and voting will be on an as converted basis, with class votes for the election of directors, any transaction in which control of the Company is transferred in which the per share price consideration received by Purchaser is less than $50,000,000, the sale of the Company of all or substantially all of its assets, liquidation or winding up of the Company and any amendment to the Companys by-laws or articles of incorporation in a manner adverse to Series C Stock.  In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to the Companys common stock (the Common Stock) whereby Series C Stock shall get $12,500 per share prior to any distribution to common shareholders.  Once Series C Stock has received its $12,500 then Series C Stock shall participate, on a pro rata basis, based on the number of shares of the Companys common stock (the Common Stock) into which the Series C Stock are convertible at the time of the liquidation, distribution of assets, dissolution or winding-up.  On June 11, 2007 the Company entered into a Consulting Agreement with eFund Capital Management, LLC whereby the Company issued 100 shares of its Series C Convertible Preferred Stock on August 8, 2007.  Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  eFund has the right to convert the stock at anytime at its discretion.  As a result the company expensed $668,884 for consulting services in 2007.  On August 8, 2007 the Company issued 10 shares of Series C Preferred Stock to Jeffrey Conrad pursuant to a legal retainer agreement. Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  Mr. Conrad has the right to convert the stock at anytime at his discretion. As a result the company expensed $66,888 for legal services in 2007.  Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during  78    the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination.  As a result the company expensed $344,440 for consulting services in 2007.  On November 15, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008 with eFund Capital Management, LLC.  The note is convertible into the Companys common stock at a conversion price of five cents ($.05) per share.  Per the agreement, the Company agreed to issue a total of 10 shares of the Companys Series C Convertible Preferred stock as a financing fee  Note 10  Common stock options and warrants  Common stock options and stock-based compensation:  On July 31, 1998 the Company adopted a stock option plan, Year 1998 Stock Option Plan. The plan authorized 650,000 shares as available to be granted as options, and was subsequently increased to a total of 930,000 on September 28, 1999. At December 31, 2007 the Company had 65,000 shares available for issuance under this plan.  During fiscal year 2000, the Company adopted another stock option plan, Year 2000 Stock Option Plan, which authorized 500,000 shares. The Company also adopted another stock option plan in fiscal year 2001, Year 2001 Stock Option Plan that authorized the issuance of 2,000,000 stock options to officers, directors, employees and consultants to acquire shares of the Company's common stock. At December 31, 2007 the Company did not have any shares available for issuance under this plan.  The Board of Directors determines the terms of the options granted, including the number of options granted, the exercise price and the vesting schedule. The exercise price for the stock options shall not be less than the fair market value of the underlying stock at the date of grant, and have terms no longer than ten (10) years from the date of grant.  On April 7, 2003, the Company re-priced all stock options issued to officers, directors and employees to be exercisable at the then fair value of the Company a common stock of $0.48 per share. The Company is required to account for the re-pricing of stock options using variable accounting from the date of modification. Any increase in the intrinsic value of the re-priced options will decrease reported earnings, and any subsequent decrease in intrinsic value will increase reported earnings, except that the intrinsic value can never be less than zero. There is a potential for a variable non-cash charge in each reporting period until all of the Company's re-priced stock options are exercised, forfeited or expire.  On May 10, 2006 the Company granted 50,000 common stock options, exercisable at $0.10 per share, with an expiration date of May 10, 2011 to a director as compensation for his services. The fair value of these options was determined to be $10,916, and is being amortized over the terms of his services, which is twelve months. Amortization expense of $6,368 was recorded as compensation expense, and $4,548 remained unamortized as of December 31, 2006.  On July 7, 2006, the Board of Directors adopted an S-8 stock plan, "2006 Consultant Stock Plan", in which common stock may be granted to employees, officers, directors, consultants, and other service providers. The plan authorized 3,000,000 shares, and as of December 31, 2006, the Company still had 1,188,236 shares available for issuance under this plan.  79     The following is a summary of information regarding the Stock Options outstanding at December 31, 2007.  Shares UnderlyingShares Underlying Options OutstandingOptions ExercisableWeightedSharesAverageWeightedSharesWeightedUnderlyingRemainingAverageUnderlyingAverageRange ofOptionsContractualExerciseOptionsExerciseExercise PricesOutstandingLifePriceExercisablePrice$0.10 - 1.671,043,9032.51 years$0.191,043,903$0.19  The fair value of each option and warrant grant are estimated on the date of grant using the  Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan:  20072006Average risk-free interest rates5.2%5..06%Average expected life (in years)55Volatility216%223%  The Black-Scholes option valuation model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Companys employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. During 2007 and 2006, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.  The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during 2007 and 2006 was approximately $0.19 per option.  The following is a summary of the Companys outstanding stock options since inception:WeightedAverageNumberExerciseof SharesPriceOptions outstanding at December 31, 1997:-0-$0Options granted430,0000.46Options outstanding at December 31, 1998:430,0000.46Options granted415,0004.41  80     Options outstanding at December 31, 1999:845,0002.44Options granted120,0004.72Options exercised-68,500-2.83Options outstanding at December 31, 2000:896,5002.51Options granted1,496,5000.57Options exercised-196,500-1.09Options cancelled-411,500-3.12Options outstanding at December 31, 2001:1,785,0001.74Options granted470,0001Options exercised-36,0971.06Options cancelled-46,2271Options outstanding at December 31, 2002:2,172,6761.53Options cancelled-82,676-1.59Original amended award terms-1,700,000-1.52Amended proposed awards1,700,0000.48Options outstanding at December 31, 2003:2,090,0001.74Options granted1,268,9030.39Options outstanding at December 31, 2004:3,358,9030.55Options granted50,0000.1Options Cancelled-210,000-0.92Original amended award terms-2,988,903-0.45Amended proposed awards2,988,9030.1Options outstanding at December 31, 2005:3,198,9030.13Options expired-100,000-1.67Options granted50,0000.1Options exercised-2,105,000-0.1Balance, December 31, 20061,043,9030.19Options expired-Options granted-Options exercised-Exercisable, December 31, 20071,043,903$0.19      81    Common stock warrants:  During 2003, the Company issued 956,251 share purchase warrants in connection with common stock private placements to purchase additional common shares at an exercise price of $1.50 per common share. In addition, the Company issued 80,900 share purchase warrants with exercise prices of $0.50 to $1.00 per common share to promissory note holders to extend the maturity date of the notes. The fair value of the warrants of $36,482 was recorded as interest expense. Another 250,000 share purchase warrants were issued to settle a legal claim, and are exercisable at a price of $0.50 per common share. The fair value of these warrants of $101,250 was recorded as investor relations expense. 4,771 share purchase warrants were issued for services with an exercise price of $1.65 per common share.  During 2004, the Company issued 1,157,500 common share purchase warrants in connection with the issuance of thirteen month convertible promissory notes. Each warrant entitles the holder to purchase additional common shares at an exercise price of $0.20 per share. In addition, the Company issued to the placement agent 676,886 common share purchase warrants with an exercise price of $0.69 per share. The fair value of the warrants of $397,338 was recorded as interest expense.  Pursuant to a Directors Resolution dated August 25, 2004, the Company extended the expiration date of all warrants issued between October 1, 2001 and January 31, 2004 by three additional years.  During 2004, the Company issued 375,000 common share purchase warrants in connection with common stock private placements to purchase additional common shares at an exercise price of $0.30 per common share.  During 2005, the Company issued 12,066,940 common share purchase warrants to directors, officers and employees of the Company to purchase additional common shares at exercise prices of $0.01 to $0.20 per common share, expiring between March and December, 2015. These warrants were issued for the forgiveness of salaries payable, which was accrued for several years and totaled $1,485,333. The fair value of these warrants was valued at $1,259,362, and was recorded as management and consulting fees expense and the offsetting entries for both the warrants and expensed salaries was credited to the Consolidated Statement of Stockholders Equity resulting in no impact to the current period loss. Also, 638,840 share purchase warrants were issued for services and are exercisable at prices between $0.10 and $0.20 per common share, expiring October 2010. The fair value of these warrants was valued at $35,663, and was recorded as management and consulting fees. Also during 2005, another 283,000 share purchase warrants exercisable at $0.20 per share, and expiring October 2008, were issued to replace 250,000 warrants issued in 2003 in order to settle a legal claim against the Company. The fair value of these warrants was $14,522, and was recorded as investor relations expense.  On April 3, 2006 the Company granted 3,072,732 share purchase warrants, exercisable at $0.10 per share, with an expiration date of April 3, 2011 to the current CEO as part of his employment agreement. The fair value of these warrants was determined to be $1,131,487, and is being amortized over the life of the employment agreement which is eighteen months. Amortization expense of $565,743  and $565,744 was recorded as compensation expense during the years ended December 31, 2006, and December 31, 2007, respectively.  The following is a summary of information regarding the Stock Warrants outstanding at December 31, 2007. Each share purchase warrant was issued to purchase one share of the Companys common stock.  Shares UnderlyingShares Underlying Warrants OutstandingWarrants ExercisableWeightedSharesAverageWeightedSharesWeightedUnderlyingRemainingAverageUnderlyingAverage  Range ofWarrantsContractualExerciseWarrantsExercise  82     Exercise PricesOutstandingLifePriceExercisablePrice$0.01 - 2.5011,804,2983.25 years$0.5811,804,298$0.58   The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during 2006 was approximately $0.58 per warrant, and during 2005 was approximately $0.35 per option.  Stock appreciation rights plan:  The stock appreciation rights plan obligation was recorded by the Company upon the acquisition of the Company's subsidiary, Biomedical Diagnostics, LLC. At the discretion of Biomedical Diagnostics, LLC's management, membership appreciation units were granted to certain employees of Biomedical Diagnostics, LLC. The liability pursuant to this plan was recognized over the vesting period based upon the difference between the estimated current market value of Biomedical Diagnostics, LLC's units over the deemed initial value at the date of grant. The plan value was intended to be the fair market value of a membership interest in Biomedical Diagnostics, LLC taking into consideration all objective and credible evidence such as third party transactions relating to Biomedical Diagnostics, LLC. Employees may redeem their vested units five (5) years from the date of grant for cash at the appreciated value of the units.  At the date of acquisition of Biomedical Diagnostics, LLC (Note 3), 6,800 units were granted. On August 20, 2002, the Company settled the outstanding obligation through the issuance of fixed stock options. As a result of stock appreciation rights plan settlement, the obligation was extinguished and was recorded to additional paid-in capital.  Note 11  Related party transactions  Included in the consolidated balance sheets are the following amounts due to directors and officers, and/or companies controlled by directors and officers of the Company. The balances include amounts due to ex-officers and directors that were replaced during the year, as well as the current officers and directors.  Years ended December 31,20072006Accounts payable and accrued liabilities$182,134$363,955Promissory notes, See Note 9(a)$923,000$421,239  On July 8, 2005 the Company entered into a promissory note with Victor Voebel, our director, for $175,000.  The outstanding principal balance of this the note shall bear interest at a fixed rate equal to 10% per annum.  All interest payments shall be in the form of common shares priced at $0.10 per share.  On July 21, 2006 the Company entered into a promissory note with Victor Voebel, our director, for $100,000.  The Company is to issue the holder 2 shares of the Companys common stock for every dollar invested.  On April 3, 2006 we entered into a non-employee Interim Chief Executive Officer Engagement letter with Experigen Management, whereby Douglas C. Lane, the President of Experigen, agreed to perform the services of our Interim Chief Executive Officer for a term of 18 months. Upon certain criteria being fulfilled a full time employee agreement will be entered into between us and Mr. Lane to serve as the CEO. Pursuant to the agreement, we agreed to pay Experigen $17,000 per month for the term of the Interim CEO agreement. Additionally, we agreed to issue Experigen 1,229,092 shares of common stock and warrant to  83    purchase 3,072,732 shares of common stock. A more detailed description of the agreement terms is described above under Executive Compensation.  On May 9, 2007, we entered an unsecured convertible debenture totaling $250,000 with an interest rate of 12% with eFund Capital Management, LLC.  The entire principal is due November 7, 2007 and is convertible into shares of our common stock.  Additionally, we agreed to issue a total of 500,000 of common stock in conjunction with this agreement. On March 25, 2007 eFund converted this convertible debenture and received 11,418,657 shares of the Companys common stock. The conversion price was $0.02625.  On June 11, 2007 the Company entered into a Consulting Agreement with eFund Capital Management, LLC whereby the Company issued 100 shares of its Series C Convertible Preferred Stock which were issued on August 8, 2007 and we agreed to pay a monthly retainer of $7,500.00.  Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  eFund has the right to convert the stock at anytime at its discretion.  On June 13, 2007 we entered into a legal retainer agreement with Jeffrey Conrad, our director and secretary, whereby we pay him a monthly retainer of $5,000.00 and issued him 10 shares of our Series C Convertible Preferred Stock. Each share of Series C converts into .01 percent of the outstanding common Stock on the date of conversion.  Mr. Conrad has the right to convert the stock at anytime at its discretion.  On October 2, 2007 the Company issued 19,047,619 shares of Common stock to Firebird Global Master Fund II, Ltd. pursuant to the conversion of its note with the Company in the amount of $500,000.  Effective October 3, 2007 the Company signed a non-employee CEO engagement agreement with Experigen Management Company, whereby Douglas C. Lane agreed to perform the duties and responsibilities of Chief Executive Officer of the company for a period of 24 months. For the services rendered by Mr. Lane under this Agreement, the Company shall pay to Management Company $22,900 (USD Twenty-Two Thousand Nine Hundred Dollars) per month to be disbursed no less frequent than once per month, on the beginning of each month of Non-employee Interim CEO service. In addition, Company shall grant Management Company in Company Convertible Preferred C Stock equal to 10% of Company common stock on as converted fully diluted basis, as follows:  (1)Fifty (50) shares of Series C Convertible Preferred Stock on execution of this agreement, however, if this Agreement is terminated for any reason other than termination without cause by the Company, change in control of the Company or death during the first twelve (12) months the Management Company shall return to the Company the shares of Series C Convertible Preferred Stock on a pro rata basis for every month not completed by the Management Company; (2) Ten (10) shares of Series C Convertible Preferred Stock at the end of every fiscal quarter commencing on the one (1) year anniversary of this Agreement.  If Management Company is still engaged at the end of the 24 month term as contemplated by this Agreement it shall receive the remaining 10 shares of Series C convertible Preferred Stock; (3)  If there is a change in control of the Company as defined by Section 7 (B) of this Agreement, the Management Company shall be entitled to receive the entire stock grant as contemplated by this section immediately upon a change in control; and (4)  If this Agreement is terminated for any reason, the Series C Convertible Preferred Stock issued to Management Company shall automatically convert to common stock pursuant to the terms of the Series C Certificate of Designation on the date of termination.  On November 2, 2007 the Company entered into a Promissory Note with Victor Voebel, a member of our board of directors,  in the amount of $40,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on February 1, 2008.  Concurrently with the execution of the note the Company issued the holder 200,000 shares of common stock as an incentive for entering into the Note.  The monies received will be issued for general operating expenses.  On November 15, 2007, the Company entered into an unsecured convertible debenture agreement totaling $250,000, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008 with eFund Capital Management, LLC.  The note is convertible into the Companys  84    common stock at a conversion price of five cents ($.05) per share.  Per the agreement, the Company agreed to issue a total of 10 shares of the Companys Series C Convertible Preferred stock as a financing fee  On December 4, 2007 the Company entered into a Promissory Note with Robert Lutz, a member of our board of directors, in the amount of $50,00.00.  The unpaid principal amount of this Note shall accrue interest until paid at the annual rate of 18%.  All outstanding principal and interest under this Note shall be due and payable 90 days from the date of the closing on March 4, 2008.  Concurrently with the execution of the note the Company issued the holder 250,000 shares of common stock as an incentive for entering into the Note.  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  Note 12  Deferred Taxes  In assessing its deferred tax assets and liabilities, the Company considers whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The realization of deferred tax assets depends upon the generation of future taxable income in the loss carry-forward period. As of December 31, 2007, the Company does not believe it meets the criteria to recognize the deferred tax assets and has provided a full valuation allowance. It is reasonably possible these estimates could change due to future income and the timing and manner of the reversal of deferred tax liabilities. Due to its losses, the Company has no income tax expense.  The Company has operating loss carry forwards for income tax purposes at December 31, 2007 of approximately $21,150,000. Operating losses begin to expire in fiscal year 2019.  A reconciliation between the income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:  As of December 31,20062005Federal and state statutory rate35%35%Change in valuation allowance on deferred tax assets(35%)(35%)   Note 13  Financial instruments  Fair values:  The fair value of cash and cash equivalents, accounts and other receivables, and accounts payable, accrued liabilities, and promissory notes payable approximates their financial statement carrying amounts due to the short-term maturities of these instruments.  Note 14  Proposed business acquisition  On May 18, 2005, the Company entered into a binding agreement with Efoora, Inc. (Efoora) and Prion Developmental Laboratories, Inc. (PDL) whereby Efoora agrees to sell all shares owned or pledged in PDL to the Company for $0.50 per share.  Efoora is a private corporation based in Buffalo Grove, Illinois that specializes in the development and manufacture of medical diagnostics products, including an HIV lateral flow rapid test and blood glucose monitoring systems. PDL is a subsidiary of Efoora specializing in the development of diagnostic tests to  85    detect Prion disease such as Mad Cow Disease. Prior to the agreement, Abviva, Inc. (ABVIVA) had one-third equity interest in PDL.  Under the terms of the agreement, the purchase was to be paid in installments based on milestones met by PDL.  Abviva has made the first installment payment of $200,000 increasing its position in PDL by 400,000 shares. This first installment was achieved through the support of an existing shareholder of the Company who made a further investment in Abviva with the stipulation that the funds be used to further the Company's position in PDL.  In June 2006, Abviva and PDL entered into a Letter of Intent whereby Abviva agreed to acquire the remaining assets of PDL.  Under that agreement  PDL could become a wholly-owned subsidiary of Abviva. We have signed various extensions on the Letter of Intent as we pursued the necessary funds to complete the transaction as well as obtain a fairness analysis as a result of an Order of Preliminary Injunction and Other Equitable Relief being brought against Efoora, Inc., PDLs majority owner, by the SEC. The SEC filed a motion on June 20, 2007 to appoint a receiver (the Receiver) for Efoora, Inc. The motion was approved by the Court.  The Company and the Receiver began discussions to negotiate the acquisition of the PDL stock by the Company.  Those discussions resulted in the Letter of Intent signed by the Receiver and the Company, effective November 27, 2007.    The Company is currently still performing due diligence on the acquisition of PDL.  On February 27, 2008, Abviva, Inc. entered into a Letter of Intent whereby Abviva would sell its interests in Prion Developmental Laboratories, Inc. and its rights under its agreement with the SEC Receiver, here collectively and individually referred to as "Business," to a Company to be formed by unnamed business executives.  Note 15 - Subsequent events  Subsequent issuances of debt:  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  Subsequent issuances of common stock:  On March 25, 2008, the company entered into an unsecured convertible promissory note totaling $32,000, with Robert Lutz, a director of ours, bearing interest at a rate of 18% per annum with the entire principal balance due on June 16, 2008. Per the agreement, the Company agreed to issue a total of 200,000 shares of the Companys par value common stock as a financing fee.  On March 25, 2007 eFund Converted its $250,000 Convertible Debentured dated May 9, 2007 and received 11,418,657 shares of the Companys common stock. The conversion price was $0.02625.  On March 27, 2008 the Company issued 465,000 shares of common stock to Jonathan Atzen for director fees for the fiscal year ended December 31, 2007.  On March 27, 2008 the company issued 50,000 shares of common stock to John Bennett for accounting services.  On March 27, 2008 the company issued 200,000 shares of common stock to Jeanne Ohrnberger pursuant to the conversion of a promissory note in the amount of $99,967 dated November 10, 2006.    86          87