March 17, 2006
Mail Stop 3561
BY U.S. Mail and Facsimile [ (502) 244 - 1327 ]
Mr. Anthony R. Russo
President and Chief Executive Officer
AMERICAN BUSINESS CORPORATION
11921 Brinley Avenue
Louisville, Kentucky 40243
Re: American Business Corporation
Item 4.01 Form 8-K, filed March 6, 2006
Item 4.01 Form 8-K/A, filed March 9, 2006
File No. 33-16417-LA
Dear Mr. Russo:
We have reviewed the above referenced filings for compliance
with the requirements with respect to the Item 4.01 disclosures of
the Form 8-K and have the following comments. Certain comments
request supplemental information and others may require amendments
to
certain of your filings. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted via EDGAR, under the label "corresp," within 5
business days of the date of this letter. Please note that if you
require longer than 5 business days to respond, you should contact
the staff immediately to request additional time. Amendments, as
necessary, should be filed immediately.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Anthony R. Russo
American Business Corporation
March 17, 2006
Page 2
Item 4.01 Form 8-K
1. Reference is made to the disclosure in your Item 4.01 Form 8-K
filed on March 6, 2006 with respect to the resignation of
Rosenberg
Rich Baker Berman & Company ("RRBB"), your former independent
public
accountants, on December 20, 2005 and that you have requested RRBB
to
provide us with a letter (Exhibit 16 letter) stating whether it
agrees with your statements made therein. We further note the
amended Item 4.01 Form 8-K filed on March 9, 2006 indicating that
the
resignation of RRBB had been previously reported and that you are
deleting the disclosure included in the March 6, 2006 Item 4.01
Form
8-K with respect to the reporting of the resignation of RRBB.
However we note, in an amended Item 4.01 Form 8-K previously filed
with us on July 7, 2005, that you reported that RRBB had resigned
on
June 15, 2005. Supplementally tell us the exact date RRBB
resigned
as your independent public accountants. It appears that RRBB did
not
actually resign until December 20, 2005 or they were re-engaged
after
the June 15, 2005 resignation. To the extent RRBB was re-engaged
subsequent to the June 15, 2005 resignation date, tell us why you
did
not file an Item 4.01 Form 8-K to report this event, and file the
required Item 4.01 Form 8-K. Explain to us the intervening events
of
RRBB`s independent auditor status with you from June 15, 2005
through
December 20, 2005. If the December 20, 2005 resignation date, as
reported in the March 6, 2006 filing, was in error, please tell us
and explain how this error occurred. If the actual and final
resignation date is December 20, 2005, the 8-K filed on March 6,
2006
should not have been retracted with regard to the disclosures
related
to the resignation of RRBB. We may have further comments upon
your
response and revisions.
In addition, with respect to your June 30, 2005 and September 30,
2005 Quarterly Reports on Forms 10-QSB filed with us on August 12,
2005 and November 23, 2005, respectively, tell us whether these
unaudited interim financial statements were reviewed by an
independent auditor as required by Item 310(b) of Regulation S-B.
If
so, tell us the name of the independent auditor and when the
auditor
was engaged to perform the review. Otherwise, if the interim
financial statements have not been reviewed, they are considered
to
be materially deficient and are unacceptable in Commission
filings,
and therefore the Forms 10-QSB are considered delinquent. Please
advise in detail. We may have further comment after review of
your
response.
2. We note that effective March 1, 2006, you engaged Mountjoy &
Bressler, LLP, as your new independent auditors. Tell us which
fiscal year and interim quarterly periods this firm was engaged to
audit and/or review. We may have further comments after review of
your response.
Anthony R. Russo
American Business Corporation
March 17, 2006
Page 3
Other
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Closing Comments
Any questions concerning the above comments may be directed
to
Ms. Beverly A. Singleton, Staff Accountant, at (202) 551-3328, or
in
her absence to the undersigned below at (202) 551-3804.
Sincerely,
Robert Benton
Senior Staff Accountant
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