American Business Services (ABSR) Inactive
Filed: 17 Jul 12, 12:00am
J. M. Walker & Associates
Attorneys At Law
7841 South Garfield Way
Centennial, CO 80122
303-850-7637 telephone
jmwalker85@earthlink.net
303-482-2731 facsimile
July 17, 2012
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, DC 20549
Re:
American Business Services, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed May 1, 2012
File No. 333-177525
Dear Ms. Wray:
We have reviewed the comment letter dated July 11, 2012 and have the following responses.
General
1. Since you appear to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, please disclose on your prospectus cover page that you are an emerging growth company, and revise your prospectus to:
Describe how and when a company may lose emerging growth company status;
Briefly describe the various exemptions that are available to you, such as exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934; and
State your election under Section 107(b) of the JOBS Act:
-
If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or
-
If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available to you as a Smaller Reporting Company.
Please supplementally provide us with any written materials that you or anyone authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities Act to potential investors that are qualified institutional buyers or institutional accredited investors. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.
The disclosure has been revised to discuss our status as an emerging growth company and several risk factors have been added to the document as a result of this disclosure.
You may contact Joyce Sweeney, Staff Accountant at (202) 551-3449 or Patrick Gilmore, Accounting Branch Chief, at (202) 551-3406 if you have questions regarding comments on the financial statements and related matters. Please contact me at (202) 551-3483 or Mark P. Shuman, Legal Branch Chief, at (202) 551-3462 with any other questions.
cc:
Via E-Mail Jody M. Walker
J. M. Walker & Associates
Attorneys At Law
Sincerely,
/s/ Katherine Wray
Katherine Wray
Attorney-Advisor