UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

¨ TRANSITION 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)


Nevada	26-1327790
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

10940 Wilshire Boulevard, Suite 600

Los Angeles, California 90024

(Address of principal executive offices)

(310) 443-4102

(Issuer’s telephone number)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of each of the registrant’s classes of common stock, as of May 20, 2008 was: 118,598,349.

ABVIVA, INC.

10-Q

TABLE OF CONTENTS

Part I


Item 1.	Financial Statements	2
Item 2.	Managements discussion and Analysis of Financial Condition and Results of Operation	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

Part II


Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Default Upon Senior Securities	40
Item 4.	Submission of Matters to a Vote of Security Holders	41
Item 5.	Other Information	41
Item 6.	Exhibits	41
	Signatures	41

PART 1 – FINANCIAL INFORMATION

Item 1.

Financial Statements

ABVIVA, INC.

10-Q

TABLE OF CONTENTS


FINANCIAL Statements		Page
	Report of independent registered public accounting firm	3
	Balance Sheet as of March 31, 2008 and December 31, 2007	4
	Statement of Operations for the three months ended March 31, 2008 and 2007	5
	Statements of Cash flows for three months ended March 31, 2008 and 2007	6
	Foot Notes to the Financial Statements	7

JASPERS + HALL, PC

CERTIFIED PUBLIC ACCOUNTANTS

9175 E Kenyon Avenue

Denver, CO 80237

303-796-0099

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Abviva, Inc.

Los Angeles, CA

We have reviewed the accompanying consolidated balance sheet of Abviva, Inc. as of March 31, 2008, and the related consolidated statements of operations, comprehensive income, and cash flows for the three month period then ended. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Jaspers + Hall, PC

May 20, 2008


Abviva, Inc.
FKA Genesis Bioventures, Inc.
(a Development Stage Company)
Consolidated Balance Sheets

		Unaudited
		March 31,	December 31,
		2008	2007

Assets
Current assets:
	Cash and cash equivalents	$ 6,662	$ 2,502
Total current assets		6,662	2,502

Fixed assets, net of accumulated Depreciation		0	0

Other assets:
	Medical technologies and licenses, net	1,205,335	1,657,332
	Deposits	4,327	4,327
Total other assets		1,209,662	1,661,659
Total Assets		$ 1,216,324	$ 1,664,161

Liabilities and Stockholders' (Deficit)

Current liabilities:
	Accounts payable	$ 1,007,398	$ 796,711
	Accrued expenses	817,047	770,514
	Accrued expenses, related parties	136,766	182,134
	Notes Payable	2,314,114	2,214,147
	Notes payable, related parties	1,331,100	1,211,000
Total current liabilities		5,606,425	5,174,506


Total Liabilities		5,606,425	5,174,506


	Preferred series A stock, $0.0001 par value, 100,000,000
	shares authorized 63,562 shares issued and outstanding	6	6
	Preferred series C stock, no par value, 400 Shares
	authorized 160 shares issued and outstanding	-	-
	Common stock, $0.0001 par value, 200,000,000
	shares authorized, 105,142,495 and 105,142,495
	issued and outstanding at March 31, 2008
	and December 31, 2006, respectively	10,514	10,514
	Shares authorized and unissued	46,534	36,034
	Prepaid share-based compensation	(4,647)	(11,774)
	Additional paid-in capital	56,053,799	56,040,866
	(Deficit) accumulated during development stage	(60,309,134)	(59,398,818)
	Accumulated other comprehensive Income (loss)	(187,173)	(187,173)


Total Stockholders Deficit	(4,390,101)	(3,510,345)
Total Liabilities and Stockholders Deficit	$ 1,216,324	$ 1,664,161

See Accountants’ review report


Abviva, Inc.
FKA Genesis Bioventures, Inc.
(a Development Stage Company)
Consolidated Statements of Operations
for the three months ended March 31, 2008 and 2007
and For the Period September 19, 1994(Inception) to March 31, 2008
Unaudited

				September 19, 1994 (inception) to
		March 31,		March 31,
		2008	2007	2008
				(RESTATED)

Revenue		$ -	$ -

Expenses:
	Depreciation and amortization	451,997	452,043	11,746,679
	Investor relations	10,133	-	2,573,549
	Consulting and management fees	179,463	491,684	13,796,268
	Rent	16,387	16,479	815,517
	Salaries and benefits	37,930	14,076	2,009,312
	Professional fees	78,124	172,078	3,131,661
	Financing costs	10,500	89,128	1,779,667
	Aquired Research and development in process	-	-	750,000
	Research and development		-	1,585,618
	General and administrative expenses	18,415	77,583	3,559,627
Total expenses		802,949	1,313,071	41,747,898

Net Profit / (Loss) From Operations		(802,949)	(1,313,071)	(41,747,898)


Other income (expense):
	Interest (expense)	(107,367)	(80,793)	(2,287,181)
	Amortization of deemed discount	-	-	(5,130,707)
	Unrealized gain related to adjustment of derivative to fair value of underlying securities	-	22,117	-
	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	-	-	642,803
Net Profit / (Loss) Before Income Taxes		(910,316)	(1,371,747)	(60,309,134)


Income Tax Expense
Net Profit / (Loss)		$ (910,316)	$ (1,371,747)	$ (60,309,134)


Per Share Information:
Basic and diluted weighted average number
of common shares outstanding		84,322,877	74,592,626

Net Profit / (Loss) basic and diluted per
common share		$ (0.01)	$ (0.02)


Abviva, Inc.
FKA Genesis Bioventures, Inc.
(a Development Stage Company)
Consolidated Statements of Comprehensive Income (loss)
for the three months ended March 31, 2008 and 2007
and For the Period September 19, 1994(Inception) to March 31, 2008
Unaudited

				September 19, 1994 (inception) to
		December		March 31,
		2008	2007	2008


Net Profit		$ (910,316)	$ (1,371,747)	$ (60,309,134)
Other Comprehensive Income
	Foreign currency gain (loss)	-	-	(187,173)
Other Comprehensive Income		$ (910,316)	$ (1,371,747)	$ (60,496,307)

See Accountants’ review report


Abviva, Inc.
FKA Genesis Bioventures, Inc.
(a Development Stage Company)
Consolidated Statements of Cash Flows
for the three months ended March 31, 2008 and 2007
and For the Period September 19, 1994 (Inception) to March 31, 2008
Unaudited

	March 31,		September 20, 1994 (inception) to March 31
	2008	2007	2008
			(Restated)
Cash flows from operating activities
Net (loss)	$ (910,316)	$ (1,371,747)	$ (60,309,134)
Adjustment to reconcile net (loss) to net
cash (used) by operating activities:
Depreciation and amortization	451,997	452,043	11,746,638
Asset impairment		36,000	427,987
In process research and development			750,000
Share-based compensation and Services	20,060	343,499	10,022,409
Beneficial conversion feature			354,735
Share-based finance costs and interest payments	10,500	43,750	8,748,585
Equity in loss on investment Biomedical Diagnostics	-	-	3,357,253
Equity in loss on investment Biotherapies	-	-	5,437,610
Equity in loss on investment Prion Developmental Laboratories, Inc.	-	-	2,636,553
Stock appreciation rights plan	-	-	29,230
Accretion of convertible notes payable, related party	-	922	10,506
Deemed Discount on amortization of promissory Notes	-		5,239,040
Loss (gain) on debt settlement			(642,803)
Unrealized (gain) Loss related to adjustment of derivative to fair value of underlying securities	-	(22,117)	-
Decrease (increase) in assets:			-
Accounts receivable	-	-	975
Due from related party	-	(89,250)	(427,987)
Prepaid expenses	-	(51,649)	103,866
Other assets	-	-	36,000
Increase (decrease) in liabilities:			-
Accounts payable and Accrued Expenses	311,819	219,408	2,201,180
Net cash (used) by operating activities	(115,940)	(439,141)	(10,277,357)

Cash flows from investing activities


Purchase of property and equipment	-	-	(147,902)
Purchase of shares and bonds of Biotherapies, Inc.	-	-	(2,643,976)
Investment in Prion Development Laboratories	-	-	(2,636,553)
Acquisition of Biomedical Diagnostics, LLC, net of cash acquired	-	-	(2,696,756)
Cash acquired on consolidation	-	-	8,617
Investment 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	-	-	441,511
Deposit on future acquisitions	-	-	(50,000)
Net cash (used) in investing activities	-	-	(12,345,738)

Cash flows from financing activities
Exercise of share purchase warrants	-	-	63,000
Exercise of stock options	-	-	385,803
Issuance of promissory notes - related party	120,100	500,000	10,564,100
Repayment of promissory notes	-	(25,000)	(853,681)
Common stock issued for cash	-	-	6,529,047
Common stock subscriptions	-	-	562,750
Preferred stock issued for cash	-	-	5,565,911
Net cash provided by financing activities	120,100	475,000	22,816,930
Effect of exchange rate changes on cash and cash equivalents	-	-	(187,173)
Net (decrease) increase in cash	4,160	35,859	6,662
Cash - beginning of period	2,502	10,495	-
Cash - end of period	6,662	46,354	6,662

Supplemental disclosures:
Interest paid	$ -	$ -	$ -
Income taxes paid	$ -	$ -	$ -

See Accountants’ review report

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:

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 March 31, 2008, 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 March 31, 2008. 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

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 March 31, 2008 there are no such assets recorded.

In the opinion of, the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position as of March 31, 2008 and the results of operations for the three ended March 31, 2008 and 2007 and for the period February 25, 1997 (inception) to March 31, 2008, and cash flows for the three months ended March 31, 2008 and 2007 and the for the period February 25, 1997 (inception) to March 31, 2008. Interim results are not necessarily indicative of results for a full year.

The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company's audited financial statements and notes for the fiscal year ended December 31, 2007.

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 acquire 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 three months ended March 31, 2008 and 2007 the amounts recorded were $0 and $0 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:

As of March 31, 2008 there are no such 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 fixtures	5 years


	Machinery and equipment	5 years


	Office equipment	4 years


	Computer hardware and software	2 - 3 years


	Website development costs	2 years


	Leasehold improvements	Lease term

As of March 31, 2008, there are no such assets recorded.

The cost of maintenance and repairs are expensed as incurred.

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, 1996 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 Abviva 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 Abviva 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 represent 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.

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 profit / (loss) per share is computed on the basis of the weighted average number of common shares outstanding. At March 31, 2008 the Company had outstanding common shares of 105,142,495, and 1,359,696 shares to be issued for share based compensation, for a total of 106,502,191 used in the calculation of basic earnings per share. Basic Weighted average common shares and equivalents at March 31, 2008 were 106,502,191. For the period ended March 31, 2008, all of the Company's common stock

equivalents were excluded from the calculation of diluted loss per common share because they were anti-dilutive, due to the Company's net loss in that period.

Stock-based compensation:

The company has adopted the use of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R), which supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued. This Statement requires an entity to measure the cost of employee services received in exchange for an award of an equity instruments, which includes grants of stock options and stock warrants, based on the fair value of the award, measured at the grant date, (with limited exceptions). Under this standard, the fair value of each award is estimated on the grant date, using an option-pricing model that meets certain requirements. We use the Black- Scholes option-pricing model to estimate the fair value of our equity awards, including stock options and warrants. The Black-Scholes model meets the requirements of SFAS No. 123R; however the fair values generated may not reflect their actual fair values, as it does not consider certain factors, such as vesting requirements, employee attrition and transferability limitations. The Black-Scholes model valuation is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility and estimated life of our stock options at grant date based on historical volatility; however, due to the thinly traded nature of our stock, we have chosen to use an average of the annual volatility of like companies in our industry. For the “risk-free interest rate”, we use the Constant Maturity Treasury rate on 90 day government securities. The term is equal to the time until the option expires. The dividend yield is not applicable, as the company has not paid any dividends, nor do we anticipate paying them in the foreseeable future. The fair value of our restricted stock is based on the market value of our free trading common stock, on the grant date calculated using a 20 trading day average. At the time of grant, the share based-compensation expense is recognized in our financial statements based on awards that are ultimately expected to vest using historical employee attrition rates and the expense is reduced accordingly. It is also adjusted to account for the restricted and thinly traded nature of the shares. The expense is reviewed and adjusted in subsequent periods if actual attrition differs from those estimates. We re-evaluate the assumptions used to value our share-based awards on a quarterly basis and if changes warrant different assumptions, the share-based compensation expense could vary significantly from the amount expensed in the past. We may be required to adjust any remaining share-based compensation expense, based on any additions, cancellations or adjustments to the share based awards. The expense is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. For the three months ended March 31, 2008 we recognized $$30560 in share based compensation, which included 12,933 from the issuance of convertible notes payable.

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 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 March 31, 2008, 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 $4,390,101 at March 31, 2008. 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:

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;

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;

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

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 March 31, 2008, 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 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 $1,205,335 at March 31, 2008.

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	$	8,321,364
	In-process research and development		750,000
	Other current assets		8,617
	Other assets		66,629
	Prepaid royalty costs		100,000
	Stock appreciation rights plan liabilities assumed		(301,418)
	Other current liabilities ass		(104,784)

Total		$	8,840,408

Consideration:
	Cash	$	2,340,000
	Common shares		4,719,936
	Loan payable ($1,500,000 less discount)		1,415,100
	Expenses of acquisition		365,372

Total		$	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

On March 26, 2008 Resland Development Corporation (“Resland or Plaintiff”) filed a law suit against the Company in the Supreme Court of British Columbia claiming the Company was in default regarding a promissory note between the Company and Resland dated March 25, 2005 in the amount of $100,000 which was to be secured by the receivable by Corgenix Medical Corporation and upon the Company securing a majority interest in Prion Development Laboratories, Inc. (“PDL”) the Company would grant Plaintiff would acquire all marketing and distribution rights to all products of PDL in the territory of Canada. Plaintiff is seeking repayment of the promissory note in the amount of $120,000, a declaration that the Plaintiff is entitled to immediate grant of the PDL rights and for costs. The Company responded to the complaint which it filed on May 16, 2008. The company may receive an unfavorable ruling which would have a material adverse impact on our financial condition, results of operations, or liquidity of the period in which the ruling occurs, or future periods.

The Company leases facilities in California and Michigan under month to month operating lease agreements. Rent expense was $16,387 and $16,479 for the three months ended March 31, 2008 and 2007 respectively.

Note 5 – Property and Equipment

The company has adopted a policy whereby it expenses all capital expenditures under $5,000 and as of March 31, 2008, 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	$ 4,334,563
Other current assets	8,617
Other assets	66,629
Stock appreciation rights plan liabilities assumed	(301,418)
Other current liabilities assumed	(104,784)
	$ 4,003,607



(b)	Investment in Biotherapies, Inc.



	March 31,
	2008	2007

Investment in Biotherapies, Inc.	$ 5,437,611	$ 5,437,611
Equity in losses and write-down	(5,437,611)	(5,437,611)
	$ -	$ -


	Ownership percentage	2008	2007

Biotherapies, Inc. (b)	(2007 and 2006 – 8.96%)	$ -	$ 0

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.



	March 31,
	2008	2007

Investment in Prion Developmental Laboratories, Inc.	$ 2,636,533	$ 2,636,553
Equity 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 March 31, 2008 carrying value of the investment was $-0-.

Through March 31, 2008 the Company had advanced PDL $362,084 and accrued interest of $65,904 at a rate of 10% per annum. The company has accrued a reserve for potential un-collectability in the amount of $427,988.

Note 7 – Medical Technology and Licenses


	March 31,
	2008	2007

Medical License Technologies	$12,655,926	$12,655,926
Accumulated amortization	(11,450,591)	(9,642,603)
Medical License Technologies - Net	$1,205,335	$3,013,323

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 three months ended March 31, 2008 and 2007 is $459,123 and $452,043, respectively.

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.

The Mammastatin Sublicense Agreement provided Abviva 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;

Licensed Technology refers to the “dot blot diagnostic assay” for the detection and quantification of mammastatin in peripheral blood samples.

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.

Note 8 – Promissory Notes Payable

A) 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 March 31, 2008 and 2007, the remaining principal balance was $0.

B) 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 of. As of March 31, 2008 the Company has not made payment and is currently in default on each note, with accrued interest of $115,700.

C) 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 convertible notes carrying interest at the rate of 10% per annum due in thirteen months from issuance. Each note is accompanied by warrants to purchase an additional five hundred shares for each $1,000 of face amount of notes purchased and expire 5 years from the date of issuance. The notes are repayable at the earlier of ten business days following the closing of the merger-related Take-Out Financing, or 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 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 March 31, 2008 is $867,500 and accrued interest of $66,700. This note is currently in default.

D) 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 March 31, 2008, the remaining loan balance is $151,647, and accrued interest of $122,275. On June 4, 2007 the company issued 200,000 shares of its common stock at $.20 in consideration for the extension of one of the note payables. The note was extended until the end of June 2007 and it is currently in default.

E) 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 March 31, 2008, the remaining principal balance was $100,000, with accrued interest of $28,000. This note is currently in default.

F) 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 2½ 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. The remaining principal balance at March 31, 200 is $975,000 and accrued interest of $96,912. This note is currently in default.

G) 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 March 31, 2008 the outstanding balance is $0.

H) 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 March 31, 2008 is $138,000. The notes are currently in default and accruing interest at a default rate of 10% per annum with accrued interest of $22,989 as of March 31, 2008.

I) 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 March 31, 2007 the outstanding balance was $288,000 with accrued interest of $53,990. This note is currently in default.

J) The Company has accrued advances for operating expenses from a former officer of its wholly-owned subsidiary totaling $33,239 as of March 31, 2008. The advances are non-interest bearing and due on demand.

K) 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 March 31, 2007 the outstanding balance was $150,000.

L) On July 21, 2006, the Company entered into an unsecured promissory note totaling $100,000, bearing interest at a rate of 0% 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 $40,000. The note is due and payable on February 2, 2008. As of March 31, 2008 the note had an outstanding balance of $100,000.

M) On July 21, 2006, the Company entered into an unsecured promissory note totaling $50,000, bearing interest at a rate of 0% per annum with the entire principal balance due upon completion of financing. Per the agreement, the Company issued a total of 100,000 shares of the Company’s par value common stock as a financing fee in the amount of $20,000. The note is due and payable on February 2, 2008. As of March 31, 2008 the note had an outstanding balance of $50,000.

N) On November 10, 2006 the Company entered into an unsecured promissory note totaling $99,967, bearing interest at a rate of 7% per annum with the entire principal balance due on October 31, 2007. As of March 31, 2008 the note had an outstanding balance of $99,967 and accrued interest of $9,913. This note is currently in default.

O) 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 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 March 31, 2008 the balance of this note was $0.

P) 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 11,418,657 shares of common stock. As a result the company recorded the actual share based expense of $144,319 in 2007.

Q) 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 March 31, 2008 the note had an outstanding balance of $40,000 and accrued interest of $2,964. This note is currently in default.

R) 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 March 31, 2008 the note had a balance due of $250,000 and accrued interest of $13,400. Using the Black-Scholes calculation the company recorded an estimate of share based compensation of $109,200 in 2007. This note is currently in default.

S) On December 4, 2007, the Company entered into an unsecured promissory note 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 March 31, 2008 the note had an outstanding balance of $50,000 and accrued interest of $2,916. This note is currently in default.

T) During the 1^stquarter of 2008, the Company received advances of $23,100 and will enter into a note with the lender totaling $23,100, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal due on demand. The note is convertible into the Company’s common stock at a conversion price of five cents ($.05) per share. As of March 31, 2008 the note had a balance due of $23,100 and accrued interest of $266. Using the Black-Scholes calculation the company recorded an estimate of share based compensation of $12,936 in for the 1^st quarter of 2008.

U) On January 7, 2008 the Company entered into an unsecured promissory notes totaling $10,000, bearing interest at a rate of 18% per. Per the agreement, the Company issued a total of 62,500 shares of the Company’s par value common stock as a financing fee in the amount of $2,500. The note is due and payable on April 8, 2008. As of March 31, 2008 the note had an outstanding balance of $10,000 and accrued interest of $1,440. This note is currently in default.

V) On March 25, 2008 the Company entered into an unsecured promissory notes totaling $32,000, bearing interest at a rate of 18% per annum. 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 $8,000. The note is due and payable on June 18, 2008. As of March 31, 2008 the note had an outstanding balance of $32,000 and accrued interest of $1,440.

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.

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, 2006 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, 2006 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.

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.

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 authorized the issue of 400,000 shares to Redchip Capital pursuant to a consulting agreement for investor relations services. These shares were authorized and un-issued at March 31, 2008

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 authorized the issue of 200,000 shares of common stock as an incentive for entering into the Note. These shares were authorized and un-issued at March 31, 2008

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 authorized the issued of 250,000 shares of common stock as an incentive for entering into the Note. These shares were authorized and un-issued at March 31, 2008

On December 18, 2007 the company authorized the issues of 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. These shares were authorized and un-issued at March 31, 2008

On December 19, 2007 the company issued 2,484,018 shares common stock for accrued interest of $64,205.

On March 25, 2008 the Company entered into an unsecured promissory notes totaling $32,000. Per the agreement, the Company authorized the issue of 200,000 shares of the Company’s par value common stock as a financing fee in the amount of $8,000. These shares were authorized and un-issued at March 31, 2008

On January 7, 2008 the Company entered into an unsecured promissory notes totaling $10,000. Per the agreement, the Company issued a total of 62,500 shares of the Company’s par value common stock as a financing fee in the amount of $2,500. These shares were authorized and un-issued at March 31, 2008

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, 2008 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 and annual retainer for the fiscal year ended December 31, 2007 and through March 31, 2008.

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 a Laboratory Director Consulting Agreement dated May 1, 2007.

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 0.1 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 0.1 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 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 March 31, 2008 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 March 31, 2008 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 March 31, 2008, the Company still had 1,188,236 shares available for issuance under this plan.

The following is a summary of information regarding the Stock Options outstanding at March 31, 2008.

Shares Underlying

Shares Underlying Options Outstanding

Options Exercisable

Weighted

Shares

Average

Weighted

Shares

Weighted

Underlying

Remaining

Average

Underlying

Average

Range of

Options

Contractual

Exercise

Options

Exercise

Exercise Prices

Outstanding

Life

Price

Exercisable

Price

0.10 - 1.67

1,043,903

2.26 years

0.19

1,043,903

0.19

The fair value of each option and warrant grant are estimated on the date of grant using the

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:

			Weighted
			Average
	Number		Exercise
	of Shares		Price

Options outstanding at December 31, 1997:	-0-		$0
Options granted	430,000		0.46

Options outstanding at December 31, 1998:	430,000		0.46

Options outstanding at December 31, 1999:		845,000	2.44
Options granted		120,000	4.72
Options exercised		-68,500	-2.83


Options outstanding at December 31, 2000:		896,500	2.51
Options granted		1,496,500	0.57
Options exercised		-196,500	-1.09
Options cancelled		-411,500	-3.12

Options outstanding at December 31, 2001:		1,785,000	1.74
Options granted		470,000	1
Options exercised		-36,097	1.06
Options cancelled		-46,227	1

Options outstanding at December 31, 2002:		2,172,676	1.53
Options cancelled		-82,676	-1.59


Original amended award terms	-1,700,000	-1.52
Amended proposed awards	1,700,000	0.48

Options outstanding at December 31, 2003:	2,090,000	1.74
Options granted	1,268,903	0.39

Options outstanding at December 31, 2004:	3,358,903	0.55
Options granted	50,000	0.1
Options Cancelled	-210,000	-0.92
Original amended award terms	-2,988,903	-0.45
Amended proposed awards	2,988,903	0.1

Options outstanding at December 31, 2005:	3,198,903	0.13
Options expired	-100,000	-1.67
Options granted	50,000	0.1
Options exercised	-2,105,000	-0.1

Balance, December 31, 2006	1,043,903	0.19
Options expired	-
Options granted	-
Options exercised	-

Exercisable, December 31, 2007	1,043,903	$0.19
Options expired	-
Options granted	-
Options exercised	-

Exercisable, December March 31, 2008	1,043,903	$0.19

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 March 31, 2008. Each share purchase warrant was issued to purchase one share of the Company’s common stock.

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Shares

Average

Weighted

Shares

Weighted

Underlying

Remaining

Average

Underlying

Average

Range of

Warrants

Contractual

Exercise

Warrants

Exercise



Exercise Prices		Outstanding		Life	Price		Exercisable		Price
$	0.01 - 2.50		11,804,298	3.00 years	$	0.58		11,804,298	$	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 warrant.

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

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

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, 2008 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 0.1 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 0.1 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.

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 $50,000. 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 January 7, 2008 the Company entered into an unsecured promissory notes totaling $10,000, bearing interest at a rate of 18% per. Per the agreement, the Company issued a total of 62,500 shares of the Company’s par value common stock as a financing fee in the amount of $2,500. The note is due and payable on April 8, 2008. As of March 31, 2008 the note had an outstanding balance of $10,000 and accrued interest of $1,440.

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 March 31, 2008 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 March 31, 2008 of approximately $21,150,000. Operating losses begin to expire in fiscal year 2019.

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 agreed 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

detect Prion disease such as Mad Cow Disease. Prior to the agreement, Abviva, Inc. (“ABVIVA”) had a 38% 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 April 17, 2008 the Company entered into an unsecured promissory notes totaling $10,000, bearing interest at a rate of 18% per. Per the agreement, the Company issued a total of 62,500 shares of the Company’s par value common stock as a financing fee in the amount of $2,500. The note is due and payable on June 18, 2008.

On May 15, 2008 the Company entered into a convertible promissory note with Firebird Global Master Fund II, Ltd for $300,000 at an interest rate of 18%. At any time after the date hereof until this Note is no longer outstanding, this Note shall be convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time. The conversion price in effect on any Conversion Date shall be equal to $0.028 subject to adjustment.

Subsequent issuances of common stock:

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 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 extend the option term. We reached an agreement with the University of Michigan to extend the option agreement until February 5, 2009. The option agreement extension was completed on May 19, 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.

PLAN OF OPERATION

We have operated since our inception as a research and development entity and have accordingly incurred losses from operations. For the period ended March 31, 2008 we sustained net losses of $(910,316) compared to $(1,371,747) for the same period in 2007. At March 31, 2008 a working capital deficit of $(4,390,101) compared to $(3,510,345) for same period in 2007. As a result of our financial condition as of March 31, 2008, 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 $1,000,000 through a private

placement offering of a Series D convertible preferred stock which we will initiate in June 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 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 March 31, 2008 and December 31, 2007.

The following table summarizes current assets, liabilities and working capital at March 31, 2008 compared to December 31, 2007.


	March 31, 2008	December 31, 2007
	March 31, 2008	December 31, 2007

Current Assets	$6,662	$2,502

Current Liabilities	$5,606,425	$5,174,506

Working Capital (Deficit)	$(4,390,101)	$(5,172,004)

We incurred a net loss of ($910,316) for the quarter ended March 31, 2008 compared to ($1,371,747) for the same period in 2007 which was a decrease of $461,431. 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.

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, 2008 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 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.

In the first quarter of 2008 we engaged in the following financing activities to fund operations:

During the 1^stquarter of 2008, the Company received advances of $23,100 and will entered into a note with the lender totaling $23,100, bearing interest at a rate of 12% per annum, compounded daily, with the entire principal balance due on May 15, 2008. The note is convertible into the Company’s common stock at a conversion price of five cents ($.05) per share. As of March 31, 2008 the note had a balance due of $23,100and accrued interest of $13,400. Using the Black-Scholes calculation the company recorded an estimate of share based compensation of $12,936 in for the 1^st quarter of 2008.

On March 25, 2008 the Company entered into an unsecured promissory notes totaling $32,000, bearing interest at a rate of 18% per annum. 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 $8,000. The note is due and payable on June 18, 2008. As of March 31, 2008 the note had an outstanding balance of $32,000 and accrued interest of $1,440.

As of March 31, 2008, we had cash on hand of approximately $6,662 and a working capital deficiency of $(4,390,101). 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

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 March 31, 2008, 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 $(4,390,101) as at March 31, 2008. 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

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 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 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.

Item 3. Quantitative and Qualitative Disclosure about Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have 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 rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial 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.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our last fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II--OTHER INFORMATION

Item 1.

Legal Proceedings

We believe that there are no other claims or litigation pending, the outcome of which could have a material adverse effect on our financial condition or operating results. However, if litigation should arise and the company was to receive an unfavorable ruling, there is a possibility that it would have a material adverse impact on our financial condition, results of operations, or liquidity of the period in which the ruling occurs, or future periods.

Item 1A. Risk Factors

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. We incurred a net loss of ($910,316) for the quarter ended March 31, 2008 compared to ($1,371,747) for the same period in 2007 which was a decrease of $461,431. When compared to the same period the year before. As of March 31, 2008, we had cash on hand of approximately $6,662 and a working capital deficiency of $(4,390,101). Cash on hand is not sufficient to meet our current needs.

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 2008. 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 March 31, 2008 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 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.

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.

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 designed by, or under the supervision of, the principal executive and Principal Accounting 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 25, 2008 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 and annual retainer for the fiscal year ended December 31, 2007 and through March 31, 2008 .

On March 27, 2008 the company issued 200,000 shares of common stock to Jeanne Ohrnberger pursuant to a Laboratory Director Consulting Agreement dated May 1, 2007.

We believe the issuance of the shares described above were exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). The shares were issued directly by the Company and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision.

Subsequent issuances of common stock:

relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision.

Item 3.

Defaults Upon Senior Securities

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 of. As of March 31, 2008 the Company has not made payment and is currently in default on each note, with accrued interest of $115,700.

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 convertible notes carrying interest at the rate of 10% per annum due in thirteen months from issuance. Each note is accompanied by warrants to purchase an additional five hundred shares for each $1,000 of face amount of notes purchased and expire 5 years from the date of issuance. The notes are repayable at the earlier of ten business days following the closing of the merger-related Take-Out Financing, or 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 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 March 31, 2008 is $867,500 and accrued interest of $66,700. This note is currently in default.

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 March 31, 2008, the remaining loan balance is $151,647, and accrued interest of $122,275. On June 4, 2007 the company issued 200,000 shares of its common stock at $.20 in consideration for the extension of one of the note payables. The note was extended until the end of June 2007 and it is currently in default.

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 March 31, 2008, the remaining principal balance was $100,000, with accrued interest of $28,000. This note is currently in default.

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 2½ 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. The remaining principal balance at March 31, 200 is $975,000 and accrued interest of $96,912. This note is currently in default.

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 March 31, 2008 is $138,000. The notes are currently in default and accruing interest at a default rate of 10% per annum with accrued interest of $22,989 as of March 31, 2008.

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 March 31, 2007 the outstanding balance was $288,000 with accrued interest of $53,990. This note is currently in default.

On November 10, 2006 the Company entered into an unsecured promissory note totaling $99,967, bearing interest at a rate of 7% per annum with the entire principal balance due on October 31, 2007. As of March 31, 2008 the note had an outstanding balance of $99,967 and accrued interest of $9,913. This note is currently in default.

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 March 31, 2008 the note had an outstanding balance of $40,000 and accrued interest of $2,964. This note is currently in default.

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 March 31, 2008 the note had a balance due of $250,000 and accrued interest of $13,400. Using the Black-Scholes calculation the company recorded an estimate of share based compensation of $109,200 in 2007. This note is currently in default.

Item 4.

Submission of Matters to a Vote of Security Holders

None.

Item 5.

Other Information

On April 17, 2008 the Company entered into an unsecured promissory note totaling $10,000, bearing interest at a rate of 18% per. Per the agreement, the Company issued a total of 62,500 shares of the Company’s par value common stock as a financing fee in the amount of $2,500. The note is due and payable on June 18, 2008.

Item 6. Exhibits


			Incorporated by Reference
Exhibit	Exhibit Description	Filed herewith		Form	Exhibit	Filing date
2.1	Merger Agreement with Corgenix Medical Corporation			10-KSB	2.1	4/14/2004
2.2	Amended and Restated Plan of Merger			S-3	2.2	4/26/2004
2.3	Merger Agreement between Corgenix, Efoora, Prion Developmental Laboratories, and Genesis Bioventures, Inc.			8-K	2.3	6/2/2004
2.4	Settlement Agreement with Biotherapies, Paul Ervin and Genesis Bioventures, Inc.			8-K	2.4	6/18/2004


2.5	Amended Agreement and Plan of Merger between Corgenix and Genesis Bioventures, Inc.		8-K	2.5	1/6/2005
2.6	Letter of Termination of Merger from Corgenix		8-K	2.6	1/19/2005
2.7	Merger agreement between		14A-DEF	A and D	8/31/2007
	Genesis Bioventures, Inc., NY and
	Genesis Bioventures, Inc., NV
3(i)(a)	Restated Certificate of Incorporation		10-SB	3.1	8/13/1999
3(i)(b)	Amendment to Certificate of Incorporation		10-SB	3.2	10/14/1999
3(ii)	Amended and Restated Bylaws		8-A12B	3.2	12/18/2000
3.2	Amended and Restated Certificate		14A-DEF	B	8/31/2007
	Of Incorporation
3.3	Amended and Restated Bylaws		14A-DEF	C	8/31/2007
4.1	Class A Convertible Preferred Stock Definition		10-SB	3.2	10/14/1999
4.2	Specimen Form of Stock Certificates		8-A12B	4.1	12/18/2000
4.3	Convertible Note		8-K	4.1	3/24/2004
4.4	Warrant Certificate		8-K	4.1	3/24/2004
4.5	Convertible Promissory Note with Corgenix		8-K	4.2	3/12/2004
4.6	Warrant Certificate		8-K	4.1.1	9/23/2004
4.7	Convertible Promissory Note with Firebird Global Master Fund II, Ltd		8-K	4.8	2/8/2007
4.8	Subscription Agreement with Firebird Global Master Fund II, Ltd		8-K	4.9	2/8/2007
4.9	Convertible Debenture with eFund Capital Management, LLC		8-K	10.1	5/15/2007
4.10	Certificate of Designation for Series C Convertible Preferred Stock.		10-QSB	4.1	8/20/2007
4.11	Convertible Debenture with eFund Capital Management LLC.		10-QSB	4.11	11/19/2007
4.12	Convertible Promissory Note with Firebird Global Master Fund II, Ltd	X
4.13	Subscription Agreement with Firebird Global Master Fund II, Ltd	X


10.1	Joint Venture Agreement and Limited Liability Company Operating Agreement of Biomedical Diagnostics, LLC	10-SB	10.1	8/13/1999
10.2	Amended and Restated Limited Liability Company Operating Agreement of Biomedical Diagnostics, LLC	10-SB	10.2	10/14/1999
10.3	Management Services Agreement between BioLabs, Inc. and Tynehead Captial Corp	10-SB	10.3	10/14/1999
10.4	Letter Agreement with DynaMed, Inc.	10-SB/A	10.4	12/8/1999
10.5	Stock Option Agreement under the Amended and Restated BioLabs Stock Option Plan	S-8	10.5	4/27/2000
10.6	Amended and Restated Stock Option Plan	S-8	10.6	4/27/2000
10.7	Warrant to Purchase Shares	S-8	10.7	4/27/2000
10.8	Investment Agreement between Prion Developmental Laboratories, Effora, Inc. and BioLabs, Inc.	8-K	99.1	9/8/2000
10.9	Warrant issued by Prion Developmental Laboratories in favor of BioLabs, Inc.	8-K	99.2	9/8/2000
10.10	Purchase and Sale Agreement between BioLabs, Inc., DynaMed, Inc., Antony Dyakowski, Elio Gugliemi, Kevin O’Farrell and Roberts Soon	8-K	99.1	12/20/2000
10.11	Year 2000 Stock Option Plan, 2001 Stock Incentive Plan and Stock Option Grants Outside of Plan	S-8	4.1	12/4/2001
10.12	2001 Stock Incentive Plan	S-8	4.2	12/4/2001
10.13	Purchase Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.	8-K	99.1	12/17/2001
10.14	Mammastatin Sublicense Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.	8-K	99.2	12/17/2001
10.15	P&O Technology License Agreement between Genesis Bioventures, Inc. and Biotherapies, Inc.	8-K	99.3	12/17/2001
10.16	GBS 2002 Consulting Services Plan	S-8	10.1	10/2/2002
10.17	GBS 2002 Stock Award Plan	S-8	10.1	3/5/2003


10.18	Service Agreement between ARUP and Biomedical Diagnostics, Inc.		10-KSB/A	10.19	9/10/2004
10.19	Non-Disclosure Agreement with University of Michigan		10-KSB/A	10.2	9/10/2004
10.2	Engagement Agreement between Genesis Bioventures, Inc. and Experigen Management Company		8-K	10	4/13/2006
10.21	Exclusive Distribution and License Agreement between Prion Developmental Laboratories, Inc. and Genesis Bioventures, Inc.		10-KSB	10.21	4/18/2006
10.22	Exclusive Distribution Agreement between Prion Developmental Laboratories, Inc. and Genesis Bioventures, Inc.		10-KSB	10.22	4/18/2006
10.23	Amendments to University of Michigan License Agreement		10-KSB	10.23	4/18/2006
10.24	Amendment to University of Michigan License Agreement		10-KSB	10.24	4/18/2006
10.25	Consulting Agreement between the Company and eFund Capital Management, LLC		10-QSB	10.25	8/20/2007
10.26	2007 Consultant Stock Plan		14A-DEF	E	8/31/2007
10.27	Non-employee Executive CEO Agreement with Experigen Management Company, LLC		8-K	10.4	12/20/2007
10.28	Letter of Intent between Abviva and the Receiver for Efoora		8-K	10.3	12/20/2007
10.29	Promissory Note with Victor Voebel		8-K	10.1	12/20/2007
10.30	Promissory Note with Robert Lutz		8-K	10.2	12/20/2007
10.31	Promissory Note with Robert Lutz
10.32	Promissory Note with Victor Voebel	X
14	Code of Ethics		10-KSB	14	4/14/2004
21.1	List of Subsidiaries		10-KSB	21.1	4/15/2008


31.1 & 31.2	Certification of Douglas C. Lane pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1 & 32.2	Certification of Douglas C. Lane pursuant to Section 906 of the Sarbanes-Oxley Act	X

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.

ABVIVA, INC.

By: /s/ Douglas Lane

Douglas C. Lane,

Chief Executive Officer

Date: May 20, 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.


Name	Title	Date

/s/ Douglas Lane Douglas C. Lane	Chief Executive Officer & Chairman & Principal Accounting Officer	May 20, 2008

/s/ Jonathan Atzen	Director	May 20, 2008
Jonathan Atzen

/s/ Jeffrey Conrad	Director	May 20, 2008
Jeffrey Conrad

/s/ Robert Lutz	Director	May 20, 2008
Robert Lutz

/s/ Victor Voebel	Director	May 20, 2008
Victor Voebel, Jr.

/s/ Barrett Evans	Director	May 20, 2008
Barrett Evans