During the three months ended September 30, 2015, the Company closed a bank account with Bank Midwest N.A., the bank reversed the service charges incurred and closed the account effective August 7, 2015. All of the Company’s operating expenses were paid for by its parent company, Smith Electric Vehicles Corp. (“Smith”), from Smith’s corporate bank account. Prior to this, the Company did not maintain a bank account, and subsequent to August 7, 2015 no longer maintains a bank account.
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
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AMERICAN BUSINESS SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Continued from previous page
| | |
Schedule of Non-Cash Investing and Financing Activities | | |
| | |
Liabilities transferred with sale of subsidiary | $ - | $ 12,740 |
| | |
| | |
Supplemental Disclosure | | |
| | |
Cash paid for interest | $ - | $ - |
Cash paid for income taxes | $ - | $ - |
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
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AMERICAN BUSINESS SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS,
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPT 30, 2015 AND 2014
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
American Business Services, Inc. (the “Company”, “ABS”, “we”, “us” or “our”), was incorporated in the State of Colorado on September 20, 1991. The Company provides merger and acquisition financial consulting services. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.
Interim Financial Statements
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2014 included in our Form 10-K filed with the SEC.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of American Business Services, Inc. and its wholly owned subsidiary, American Business Services Corp. to the date of its sale on March 28, 2014. American Business Services Corp. was sold to Phil E. Ray, then a director and officer of the Company, on March 28, 2014 for $100. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
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Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. No potentially dilutive debt or equity instruments were issued or outstanding during the three and nine months ended September 30, 2015 or 2014.
Income tax
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. To the extent that the Company has net operating loss or other tax carryforwards, a full valuation allowance has been applied resulting in no deferred tax expense or benefit. The Company does not anticipate any current tax expense payable or benefit receivable.
Revenue recognition
Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. Specifically, revenue from consulting services is recognized subsequent to client services being performed at an agreed upon price, and collectability is reasonably assured.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight line method over each item’s useful life.
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Financial Instruments
The Company’s financial instruments consist principally of bank overdraft and related party payable. The recorded values of these items approximate their current fair values because of the short term nature of these financial instruments.
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. No stock based compensation was issued or outstanding during the three and nine months ended September 30, 2015 and 2014.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe that their future adoption of any such pronouncements may be expected to have a material impact on its financial condition of the result of its operations as reported in its financial statements.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
However, the Company has suffered a loss from operations and has negative cash flows from operations during the nine months ended September 30, 2015 and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with ongoing general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of providing financial consulting services on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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NOTE 3. NOTES RECEIVABLE – RELATED PARTIES
Historically, the Company has loaned money through notes receivable on an ongoing basis to various companies related by common control. The notes were due to be repaid to the Company at various dates through December 2013. The Company recognized no interest income on the notes. The Company had established a reserve for any loans not repaid within one year.
At December 31, 2013, the Company had $27,100 in notes receivable outstanding with a corresponding note reserve of $27,100.
At March 31, 2014, all these notes had been sold or repaid as follows:
There were three convertible promissory notes made to Centennial Growth Equities in 2007 and 2008 for a total of $25,100, which was for funds loaned to Centennial Growth Equities and was used for working capital. These notes were not arms-length transactions and were related party transactions as Mr. Ray, the then president of ABS, was also a principal of Centennial Growth Equities at the time the transactions were made.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007 in the amount of $17,000, for money that ABS loaned to Centennial Growth Equities in 2006. This note matured on December 31, 2008 and was renewed through December 31, 2013. The note had been accruing interest as of January 1, 2011 at an annual interest of 4% per annum. No interest had been paid on this note.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007, in the amount of $4,200, for money that ABS loaned to Centennial Growth Equities in 2007. This note matured on December 31, 2011, and was renewed through December 31, 2013. The note began accruing interest as of January 1, 2012 at a rate of 4% per annum. No interest had been paid on this note.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007 in the amount of $3,900 for money that ABS loaned to Centennial Growth Equities in 2008. This note matured on December 31, 2011 and was renewed through December 31, 2013. The note began accruing interest as of January 1, 2012 at a rate of 4% per annum. No interest had been paid on this note.
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No formal extension of the term of these notes was executed, however, during the three months ended March 31, 2014, the Company exercised its right to convert the three notes receivable from Centennial Growth Equities, Inc. into 2,500,000 shares of its common stock. This stock was then sold to a related party for $6,000. As these notes receivable had been fully provided against in prior periods, the Company recognized a gain of $6,000 on the sale. As the sale was to a related party, the gain on sale has been recognized in additional paid in capital.
A note from Original Source Music, Inc., an unaffiliated entity, dated June 1, 2010 in the amount of $2,000 for money loaned to Original Source Music by ABS in 2010. This amount was used as working capital. The note matured on June 28, 2013.
No formal extension of the term of this note was executed, however, during the three months ended March 31, 2014, the Company received payment from Original Source Music, Inc. in the amount of $2,000 in complete satisfaction of the obligation. As this note receivable had been provided against in full in previous periods, we recognized a gain of $2,000 on repayment of this note receivable.
NOTE 4. OTHER RECEIVABLE
As of June 30, 2014, the Company recognized a balance of $1,577 as another receivable. This represents income tax repayable from the carry back of tax losses arising in 2013 to offset taxable profits arising in prior years which would generate a repayment of taxes paid in prior years. Due to collectability concerns, this tax receivable was written-off as of December 31, 2014.
NOTE 5. OTHER ASSETS
As of March 31, 2015, the Company had recognized a balance of $9,613 as an Other Asset. This balance consisted of costs associated with negotiations with Smith Electric Vehicles Corp. (“Smith”) (an 85.3% owner of American Business Services, Inc.) and FDG Electric Vehicles Ltd (“FDG”), a related party. These negotiations were in regards to Smith and FDG contributing funds and certain intellectual property (“IP”) to ABS for shares of stock in ABS. ABS was then to develop a strategy for business development using the IP acquired. Subsequent to March 31, 2015, these negotiations were terminated without any agreement being reached and this balance of $9,613 has been written off during the second quarter of 2015. An additional $24,188 of such costs were incurred and expensed during the second quarter of 2015. The charges for these terminated negotiations were $33,801 in total.
NOTE 6. FIXED ASSETS
The Company disposed of its fixed assets with the sale of its subsidiary, American Business Services Corp., on March 28, 2014.
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All fixed assets were transferred at the time of the sale of the subsidiary, and were included in the consideration received at that time. Therefore the Company does not currently have any fixed assets.
No depreciation expense was recognized during the period ended March 28, 2014 as the cost of the fixed assets had already been fully depreciated.
NOTE 7. RELATED PARTY PAYABLE
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances were considered temporary in nature and were not formalized by a promissory note.
During the three and nine months ended September 30, 2015, the new majority stockholder, Smith Electric Vehicles Corp., advanced $5,297 and $78,852, respectively, on behalf of the Company to pay current invoices received for services that had been rendered to the Company. As of September 30, 2015 and December 31, 2014, $89,980 and $11,128, respectively, has been advanced to the Company. These advances are unsecured, bear no interest and are repayable on demand.
NOTE 8. NOTE PAYABLE – RELATED PARTY
As of December 31, 2013, the Company owed a related party $12,000 under a note payable, repayable in full on December 31, 2014. The loan bore interest at 6% and a balance of $740 interest had been accrued on this loan at December 31, 2013.
On March 28, 2014, this note payable along with the accrued interest was transferred to the purchaser of the subsidiary, American Business Services Corp. and consequently is no longer disclosed as a liability of the Company.
NOTE 9. STOCKHOLDERS’ DEFICIT
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share.
No shares of preferred stock were issued and outstanding during the three and nine months ended September 30, 2015 or 2014.
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Common Stock
The Company is authorized to issue 90,000,000 shares of common stock with a par value of $0.001 per share.
No shares of common stock were issued during the three and nine months ended September 30, 2015.
As of September 30, 2015 there were 7,030,000 shares of common stock issued and outstanding.
Additional Paid in Capital
During the three months ended March 31, 2014 the Company exercised its right to convert the three notes receivable from Centennial Growth Equities, Inc. into 2,500,000 shares of its common stock. This stock was then sold to a related party for $6,000. As these notes receivable had been fully provided against in prior periods, the Company recognized a gain of $6,000 on the sale. As the sale was to a related party, the gain on sale has been recognized in additional paid in capital.
During the three months ended March 31, 2014 we sold our subsidiary, American Business Services Corp., for $100 to a related party. As the subsidiary had net liabilities of $9,010 at the date of the sale, we recognized a gain of $9,110 on the sale. As the sale was to a related party, the gain on sale was recognized in additional paid in capital in our Quarterly Report on Form 10-Q for the three months ended March 31, 2014.
NOTE 10. OTHER INCOME
During the three months ended March 31, 2014, the Company received payment from Original Source Music, Inc. in the amount of $2,000 in complete satisfaction of an outstanding note receivable. As this note receivable had been provided against in full in previous periods, we recognized a gain of $2,000 on repayment of this note receivable.
NOTE 11. SALE OF SUBSIDIARY
On March 28, 2014 we sold our wholly owned subsidiary, American Business Services Corp., to a related party for $100. The subsidiary had assets of $3,730, liabilities of $12,740 for a net value of ($9,010). The Company had previously recognized these losses in the consolidated financial statements as the loss was carried on the books of the Company as a negative value. The Company had no other basis in the stock and accordingly recognized a gain of $9,110 on the sale. As the sale was to a related party, the gain on sale was recognized in additional paid in capital.
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NOTE 12. SALE AND TRANSFER OF A MAJOR STOCKHOLDER’S INTERESTS
On July 3, 2014 Phil E. Ray, the majority stockholder of American Business Services, Inc., sold 6,000,000 shares of common stock that he owned to Smith Electric Vehicles Corp., a Delaware corporation. These shares constituted the entire holding of Mr. Ray and comprised approximately 85.3% of the outstanding shares of the Company.
In addition to the sale of the stock, Mr. Ray resigned all positions as an officer of the Company. Upon his resignation the Board of Directors appointed Bryan L. Hansel as President and Chief Executive Officer and Mr. John Micek as the Chief Financial Officer and Jacques Schira as the Secretary. Mr. Ray later resigned his position as director of the Company.
Further details relating to this transaction are available in the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 10, 2014.
NOTE 13. RELATED PARTIES
For the three and nine months ended September 30, 2014, we recognized revenue of $0 and $4,000, respectively, from a related party for consulting fees.
We do not have any standard arrangements by which employees or directors are compensated for any services provided as employees or directors. No cash has been paid to employees or directors in their capacity as such.
The Company occupies office space provided by Smith Electric Vehicles Corp. at no cost. The value of the space is not considered materially significant for financial reporting purposes.
NOTE 14. COMMON STOCK PLEDGED AS COLLATERAL
On March 25, 2015 Smith Electric Vehicles Corp. entered into a $500,000 loan agreement with FDG Electric Vehicles Limited. The drawdown date of the agreement was March 30, 2015 with a repayment date of June 30, 2015. The repayment date of this note was extended to August 31, 2015. The loan agreement does not have a stated interest rate. The collateral for this loan agreement is all common stock or other form of derivatives of American Business Services, Inc., now or at any time hereafter, and prior to the termination of the agreement, owned or acquired by Smith Electric Vehicles Corp. In the event of default, this could result in a change of control of American Business Services, Inc. As of October 8, 2015 this loan has been repaid.
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On October 5 2015, Smith Electric Vehicles entered into a $1,000,000 loan agreement with Active Way International Limited. The drawdown date of the agreement was one business day after the agreement date for Loan A (repayment of the FDG Note) and Loan B (cash disbursement to Smith) was one business day after the payment to FDG to the borrower The collateral for this loan agreement is all common stock or other form of derivatives of American Business Services, Inc., now or at any time hereafter, and prior to the termination of the agreement owned or acquired by Smith Electric Vehicles Corp. In the event of default this could result in a change of control of American Business Services, Inc. See NOTE 15. Subsequent Events below for further loan agreement default details.
NOTE 15. SUBSEQUENT EVENTS
On October 5, 2015 Smith Electric Vehicles Corp. entered into a loan agreement with Active Way International Limited. This agreement repaid the FDG Note of March 25, 2015 and the Common Stock is now pledged to Active Way International Ltd under said agreement. The maturity of this note is 12 months from the first drawdown date which will be October 8, 2016. The stated interest rate is 18%.
In accordance with ASC 855-10. “Subsequent Events” the Company has analyzed its operations subsequent to September 30, 2015 to the date these financial statements were available to be issued and has determined that other than as disclosed above, it does not have any material subsequent events to disclose in the financial statements.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Trends and Uncertainties.
We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. The Company may never become profitable if it does not obtain sufficient funds or obtain alternate financing to complete our business plan.
Historically, the Company has loaned money through notes receivable on an ongoing basis to various companies related by common control. At March 31, 2014, all these notes had been sold or repaid as follows:
There were three convertible promissory notes made to Centennial Growth Equities in 2007 and 2008 for a total of $25,100, which was for funds loaned to Centennial Growth Equities and was used for working capital. These notes were not arms-length transactions and were related party transactions as Mr. Ray, the then president of ABS, was also a principal of Centennial Growth Equities at the time the transactions were made.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007 in the amount of $17,000, for money that ABS loaned to Centennial Growth Equities in 2006. This note matured on December 31, 2008 and was renewed through December 31, 2013. The note had been accruing interest as of January 1, 2011 at an annual interest of 4% per annum. No interest had been paid on this note.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007, in the amount of $4,200, for money that ABS loaned to Centennial Growth Equities in 2007. This note matured on December 31, 2011, and was renewed through December 31, 2013. The note began accruing interest as of January 1, 2012 at a rate of 4% per annum. No interest had been paid on this note.
A note from Centennial Growth Equities, Inc., a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007 in the amount of $3,900 for money that ABS loaned to Centennial Growth Equities in 2008. This note matured on December 31, 2011 and was renewed through December 31, 2013. The note began accruing interest as of January 1, 2012 at a rate of 4% per annum. No interest had been paid on this note.
No formal extension of the term of these notes was executed, however, during the three months ended March 31, 2014, the Company exercised its right to convert the three notes receivable from Centennial Growth Equities, Inc. into 2,500,000 shares of its common
17
stock. This stock was then sold to a related party for $6,000. As these notes receivable had been fully provided against in prior periods the Company recognized a gain of $6,000 on the sale. As the sale was to a related party, the gain on sale has been recognized in additional paid in capital.
A note from Original Source Music, Inc., an unaffiliated entity, dated June 1, 2010 in the amount of $2,000 for money loaned to Original Source Music by ABS in 2010. This amount was used as working capital. The note matured on June 28, 2013.
No formal extension of the term of this note was executed, however, during the three months ended March 31, 2014, the Company received payment from Original Source Music, Inc. in the amount of $2,000 in complete satisfaction of the obligation. As this note receivable had been provided against in full in previous periods, we recognized a gain of $2,000 on repayment of this note receivable.
During the three and nine months ended September 30, 2015, the new majority stockholder, Smith Electric Vehicles Corp. advanced $5,297 and $78,852, respectively, on behalf of the Company to pay current invoices received for services that had been rendered to the Company. As of September 30, 2015 and December 31, 2014, $89,980 and $11,128, respectively, has been advanced to the Company. These advances are unsecured, bear no interest and are repayable on demand.
We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
General and administrative expenses will continue to increase as we implement sales and marketing initiatives.
Liquidity and Capital Resources
Operating activities
During the nine months ended September 30, 2015, we incurred a net loss of $78,852. As a result, we used net cash of $78,852 in our operating activities during the nine months ended September 30, 2015.
During the nine months ended September 30, 2014, we incurred a net loss of $11,602 adjusted for cash flow purposes by a gain of $2,000 on repayment of a loan previously provided against in full and recorded increase in accounts payable of $1,571, resulting in net cash used in operating activities of $12,031 during the nine months ended September 30, 2014.
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Investing activities
During the nine months ended September 30, 2015, we did not pursue any investing activities.
During the nine months ended September 30, 2014, we received $6,000 from the sales of marketable securities, $2,000 from the repayment of a loan and transferred cash of $3,630 on the sale of our subsidiary company, net of sales proceeds of $100. As a result, we generated cash from investing activities of $4,370 during the nine months ended September 30, 2014.
Financing activities
During the nine months ended September 30, 2015, we received $78,852 by way of advances under a related party payable from Smith Electric Vehicles Corp. (“Smith”) (an 85.3% owner of American Business Services, Inc.) Included within the advances was $33,801 in costs associated with negotiations with Smith and FDG Electric Vehicles Ltd (“FDG”), a related party. These negotiations were in regards to Smith and FDG contributing funds and certain intellectual property (“IP”) to ABS for shares of stock in ABS. ABS was then to develop a strategy for business development using the IP acquired. These negotiations were terminated without any agreement being reached. As a result we generated net cash provided by financing activities of $78,852 during the nine months ended September 30, 2015.
During the nine months ended September 30, 2014, we received $3,562 by way of advances under a related payable from Smith Electric Vehicles Corp.
Results of Operations
Three months ended September 30, 2015 compared to the three months ended September 30, 2014
For the three months ended September 30, 2015, we did not receive any revenues. We incurred general and administrative expenses of $5,275. As a result, we incurred a net loss of $5,275 for the three months ended September 30, 2015.
Comparatively, for the three months ended September 30, 2014, we did not receive any revenues. We incurred general and administrative expenses of $5,179. As a result, we incurred a net loss of $5,179 for the three months ended September 30, 2014.
Our operating expenses for the three months ended September 30, 2015 and 2014 were virtually identical was we incurred the minimum costs necessary to remain current with our required SEC filings.
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Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.
During the nine months ended September 30, 2015, we did not receive any revenues. We incurred general and administrative expenses of $78,852. As a result, we incurred a net loss of $78,852 for the nine months ended September 30, 2015.
Comparatively, during the nine months ended September 30, 2014, we received related party revenue of $4,000. We paid general and administrative expenses of $17,602. We received $2,000 as repayment of a loan previously reserved against as non-collectible. As a result, we incurred a net loss of $11,602 for the nine months ended September 30, 2014.
Our net loss increased by $67,646 due to a $4,000 decrease in revenue and a $2,000 decrease in other income coupled with a $61,250, or 358.28%, increase in our general and administrative expenses. These expenses increased as a result of costs incurred in the reorganization process that occurred due to the new ownership and in the abortive negotiations with Smith and FDG to contribute funds and certain intellectual property to ABS in return for common shares. As, these negotiations were terminated without any agreement being reached all professional fees incurred with respect to the negotiations were expensed in full.
We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. If we are unable to raise funds for the above purposes, it is uncertain if we will be able to continue as a going operation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the quarter ended September 30, 2015, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of
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September 30, 2015. Based on this evaluation, our chief executive officer and chief financial officer have concluded that such controls and procedures are effective as of September 30, 2015, to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We were not subject to any legal proceedings during the three and nine month periods ended September 30, 2015 or 2014 and, to the best of our knowledge and belief, none are pending or threatened.
Item 1A. Risk Factors
Not applicable for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No unregistered sales of equity took place during the three and nine month periods ended September 30, 2015 or 2014.
Item 3. Defaults Upon Senior Securities.
No senior securities were issued of outstanding during the three and nine month periods ended September 30, 2015 or 2014.
Item 4. Mine Safety Disclosures
Not applicable to our Company.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
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SIGNATURES
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 thereunto duly authorized.
Dated: November 12, 2015
American Business Services, Inc.
By:
/s/ Bryan L. Hansel
Bryan L. Hansel
Chief Executive Officer
/s/John Micek
John Micek
Chief Financial Officer
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