UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September~~October 921, 2008

ABVIVA, INC.

(Exact name of registrant as specified in its charter)

Nevada	1-16291	26-1327790
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
10940 Wilshire Boulevard, Suite 600, Los Angeles, CA		90024
110 Pine Ave., Suite 1060, Long Beach, CA		90802
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (~~310~~562) ~~443~~221-~~4102~~0341

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 52.~~02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.~~03

OnCREATION ~~September~~OF 9,A ~~2008,~~DIRECT ~~our~~FINANCIAL ~~shareholders~~OBLIGATION byOR ~~written~~AN ~~consent~~OBLIGATION inUNDER ~~lieu~~AN ofOFF-BALANCE anSHEET ~~annual~~ARRANGEMENT ~~meeting~~OF ofA the shareholders acted to: (1) elect Barrett Evans and Jeffrey Conrad to serve as the sole directors of the Company to hold office until our next annual meeting of shareholders and until his/her successor is duly elected and qualifiedREGISTRANT., and (2) ratifying the reappointment of Jaspers & Hall, P.C. as the Company's independent auditors for fiscal year 2008. Holders of a majority of the Company's voting stock including shares of common stock and shares of Series C Convertible Preferred Stock have executed the written consent

AsOn aOctober ~~result~~21, of2008 the ~~written~~Company ~~consent~~entered ininto ~~lieu~~an ofunsecured annon-interest ~~annual~~bearing ~~meeting~~promissory ofnote ~~the~~with ~~shareholders~~eFund ~~Victor~~Capital ~~Voebel~~Management, ~~Robert~~LLC ~~Lutz~~for ~~and~~$25,000. ~~Douglas~~The ~~Lane~~promissory ~~will~~note nois ~~longer~~convertible ~~serve~~into a convertible debenture on the same terms as ~~directors~~the ofnext convertible debenture entered into by the Company with an outside investor. This promissory note converted into the November 17, 2008 debenture below.

On ~~September~~November 1117, 2008, the ~~board~~Company ofentered ~~directors~~into ~~voted~~a toconvertible ~~terminate~~debenture ~~the~~with ~~Non-employee~~an ~~Interim~~investor ~~CEO~~for ~~Agreement~~$25,000. The ~~(the~~convertible ~~“Agreement”)~~debenture ~~entered~~matures ~~into~~180 ~~between~~days ~~Genesis~~from ~~Bioventures,~~the ~~Inc.~~date ~~(N.KA.~~of ~~Abviva,~~execution ~~Inc.)~~ and ~~Experigen~~Interest ~~Management~~shall ~~Company,~~accrue ~~LLC~~at the rate of twelve percent (~~Experigen~~12%) onper ~~October~~annum 3,from ~~2007~~the “date hereof until the maturity date. As incentive for ~~cause”~~entering ~~pursuant~~into tothe ~~Section~~agreement 7the ~~(c)~~investor ~~(iv)~~was granted 31,250 shares of ~~the~~common ~~Agreement~~stock.

On ~~September~~November 1217, 2008, the ~~board~~Company ofentered ~~directors~~into ofa ~~the~~convertible ~~issuer~~debenture ~~elected~~with ~~Barrett~~eFund ~~Evans~~Capital toManagement, ~~serve~~LLC asfor ~~interim~~the ~~Chief~~promissory ~~Executive~~note ~~Officer~~dated ofOctober ~~the~~21, ~~Company~~2008 ~~without~~in ~~compensation~~the amount $25,000. ~~However,~~The ~~eFund~~convertible ~~Capital~~debenture ~~Management,~~matures ~~LLC,~~180 days from the date of ~~which~~execution ~~Barrett~~and ~~Evans~~Interest isshall aaccrue ~~member,~~at ~~has~~the arate ~~consulting~~of ~~agreement~~twelve ~~with~~percent (12%) per annum from the ~~Company~~date ~~under~~hereof ~~which~~until itthe ismaturity ~~compensated$7~~date. As incentive for entering into the agreement the eFund was granted 31,~~500~~250 ~~per~~shares ~~month~~of common stock.

~~ITEM~~On 8November 17, 2008 the Company entered into a convertible debenture with its accountant for $10,000 for accounting services provided to the Company during 2008.01 The convertible debenture matures 180 days from the date of execution and Interest shall accrue at the rate of twelve percent (12%) per annum from the date hereof until the maturity date. As incentive for entering into the agreement the individual was granted 31,250 shares of common stock.

~~OTHER~~ITEM ~~EVENTS~~3.02

OnUNREGISTERED ~~September~~SALES ~~12,~~OF ~~2007,~~EQUITY the holders of a majority of the outstanding common stock of the Registrant approved a resolution granting the board of directors of the Registrant the power to effect a reverse stock split of the Registrant’s issued and outstanding common stock in a range from seven-to-one (7-to-1) to twenty-to-one (20-to-1). On August 18, 2008 the board of directors unanimously approved a twenty-to-one (20-to-1) reverse stock split of the Registrant's outstanding shares of common stock, par value $0.0001. SECURITIES

~~The~~Pursuant ~~reverse~~to the settlement described in Item 8.01 the board of directors of the Company issued 25 shares of Series C Convertible Preferred stock ~~spit~~to ~~went~~Douglas Lane, effective ~~today,~~as ~~September~~of 12December 9, 2008, as part of the termination agreement with Experigen.

~~Under~~ITEM ~~the reverse stock split, each twenty (20) shares of the Registrant's outstanding common stock will be automatically converted into one (1) share of common stock~~3. ~~No fractional shares will be issued in connection with the reverse stock split. All fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.~~ 03

~~The~~MATERIAL ~~number~~MODIFICATION ofTO ~~authorized~~THE ~~shares~~RIGHTS ~~will~~OF ~~remain~~SECURITY at 200,000,000 and the par value of the Registrant's common stock will remain at $0.0001. The reverse stock split will affect all of the holders of the Registrant's common stock uniformly and will not affect any stockholder's percentage ownership interest in the Registrant or proportionate voting power, except for insignificant changes that will result from the rounding of fractional shares. HOLDERS

NoPursuant ~~immediate~~to ~~action~~the issettlement ~~required~~agreement ondescribed ~~the~~in ~~part~~Item ~~of shareholders~~8.01 Ascertain ~~shares~~shareholders ~~are~~of ~~turned~~Series inC toConvertible ~~the~~Preferred ~~transfer~~stock, ~~agent~~including inJeffrey ~~the~~Conrad, ~~ordinary~~eFund ~~course~~Capital ~~of business~~Management, ~~the~~LLC ~~post-split~~, ~~certificates~~and ~~will~~Douglas beLane ~~issued accordingly.~~agreed ~~First~~to ~~American~~convert ~~Stock~~their ~~Transfer,~~Series ~~the~~C ~~Company's~~Convertible ~~transfer~~Preferred ~~agent,~~stock ~~will~~into ~~act~~common asstock of the ~~exchange~~Company ~~agent~~immediately ~~for~~prior ~~purposes~~to ~~of implementing~~ the ~~exchange~~Company’s ofnext ~~stock certificates~~financing.

~~SIGNATURE~~ITEM 5.02

~~Pursuant~~DEPARTURE toOF ~~the~~DIRECTORS ~~requirements~~OR ofCERTAIN ~~the~~OFFICERS; ~~Securities~~ELECTION ~~Exchange~~OF ~~Act~~DIRECTORS; ofAPPOINTMENT ~~1934,~~OF ~~the~~CERTAIN ~~registrant~~OFFICERS; ~~has~~COMPENSATORY ~~duly~~ARRANGEMENTS ~~caused~~OF ~~this~~CERTAIN ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~OFFICERS.

		Abviva, Inc.
		(Registrant)
Date	September 12, 2008
		/s/ Barrett Evans
		(Signature)
		Print Name: Barrett Evans
		Title: Interim Chief Executive Officer

Pursuant to the settlement agreement described in item 8.01 the board of directors of the Company elected two members on December 30, 2008, Robert Lutz and Douglas Lane, to serve as directors of the Company until the next annual meeting or until they resign, their successors are duly elected, or appointed.

ITEM 5.03

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On January 21, 2007 the Board of Directors approved By-laws for the Company in the form as submitted to the Company’s shareholders in Attachment “C” in the August 31, 2007 Def 14 (A) Proxy Statement.

ITEM 8.01

OTHER EVENTS

On November 20, 2008, Victor Voebel, Robert Lutz and Douglas Lane filed suit against Jeffrey Conrad and Barrett Evans to determine the validity of election of directors of corporation. On December 9, 2008 the parties reached a settlement agreement and entered into the Court record.

Pursuant to the settlement described in this Item 8.01 the board of directors of the Company terminated the legal services agreement between Jeffrey Conrad and the Company effective as of December 9, 2008. Prior to the termination of the agreement Mr. Conrad provided legal services to the Company and received fee compensation from the Company as Corporate Counsel.

Pursuant to the settlement described in Item 8.01 the board of directors of the Company terminated the consulting agreement between eFund Capital Management, LLC and the Company effective as of December 9, 2008. Barrett Evans and Jeffrey Conrad are principals of eFund Capital Management, LLC.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit Number		Description
3.1		By-Laws.
4.1		Convertible Promissory Note with eFund Capital Management, LLC dated October 21, 2008
4.2		Convertible Debenture dated November 17, 2008.
4.3		Convertible Debenture with eFund Capital Management, LLC dated November 17, 2008.
4.4		Convertible Debenture dated November 17, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Abviva, Inc.
		(Registrant)

Date	February 6, 2009

		/s/ Barrett Evans
		(Signature)
		Print Name: Barrett Evans
		Title: Interim Chief Executive Officer

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