U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Period from July 10, 2009 (inception) to December 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 000-53809
ABC ACQUISITION CORP 1501
(Exact name of registrant as specified in its charter)
Nevada 27-0531073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Center Ave. Ste. 202 Bay City, MI 48708
(Address of principal executive offices)
(989) 891-0500
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
Preferred Stock, $0.0001 par value per share
(Title of Class)
Check whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No [x]
Check whether the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes [ ] No [x]
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
[x] No [ ]
Check whether the registrant has submitted electronically and posted on its
corporate website, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (SS232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).Yes [ ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K (SS229.405 of this chapter) contained herein, and no disclosure
will 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. [x]
Check whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See
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 [x]
(Do not check if a smaller reporting
company.)
Check whether the issuer is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [x]
No [ ]
As of July 10, 2009 (date of inception) and December 31, 2009, there were no
non-affiliate holders of common stock of the Company.
As of April 6, 2010, there were 35,000,000 shares of common stock, par value
$0.0001, outstanding.
FORWARD-LOOKING STATEMENTS
There are statements in this Annual Report on Form 10-K that are not historical
facts. These "forward-looking statements" can be identified by use of
terminology such as "believe," "hope," "may," "anticipate," "should," "intend,"
"plan," "will," "expect," "estimate," "project," "positioned," "strategy" and
similar expressions. You should be aware that these forward-looking statements
are subject to risks and uncertainties that are beyond our control. Although
management believes that the assumptions underlying the forward looking
statements included in this Annual Report are reasonable, they do not guarantee
our future performance, and actual results could differ from those contemplated
by these forward looking statements. The assumptions used for purposes of the
forward-looking statements specified in the following information represent
estimates of future events and are subject to uncertainty as to possible
changes in economic, legislative, industry, and other circumstances. As a
result, the identification and interpretation of data and other information and
their use in developing and selecting assumptions from and among reasonable
alternatives require the exercise of judgment. To the extent that the assumed
events do not occur, the outcome may vary substantially from anticipated or
projected results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. In the light of these risks
and uncertainties, there can be no assurance that the results and events
contemplated by the forward-looking statements contained in this Annual Report
will in fact transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We do not
undertake any obligation to update or revise any forward-looking statements.
PART I
Item 1. Description of Business.
ABC Acquisition Corp 1501 ("we", "us", "our", the "Company") was
incorporated in the State of Nevada on July 10, 2009. Since inception, we have
been engaged in organizational efforts and obtaining initial financing. We were
formed as a vehicle to pursue a business combination through the acquisition
of, or merger with, an operating business. We filed a registration statement on
Form 10 with the U.S. Securities and Exchange Commission (the "SEC") on October
28, 2009, and since its effectiveness, our principal objective for the next 12
months and beyond has been to engage in a reverse merger transaction with a
private company, acquire assets or engage into other yet unspecified business
or businesses (a "Business Transaction").
We are currently considered to be a "blank check" company. The U.S.
Securities and Exchange Commission (the "SEC") defines those companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, we also qualify as a
"shell company," because we have no or nominal assets (other than cash) and no
or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. We do not intend to undertake any effort to cause a
market to develop in our securities, either debt or equity, until we have
successfully concluded a Business Transaction. We intend to comply with the
periodic reporting requirements of the Exchange Act for so long as it is
subject to those requirements.
It is our goal to achieve long-term growth potential through a Business
Transaction rather than immediate, short-term earnings. We will not restrict
our potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.
As of this date we have not entered into any definitive agreement with
any party, nor have there been any specific discussions with any potential
Business Transaction candidates regarding business opportunities for the
Company. We have unrestricted flexibility in seeking, analyzing and
participating in potential Business Transactions. In our efforts to analyze
potential Business Transaction targets, we will consider the following kinds of
factors:
(a) Potential for growth, indicated by new technology,
anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar
size and experience within the industry segment as well as within the industry
as a whole;
(c) Strength and diversity of management, either in place or
scheduled for recruitment;
(d) Capital requirements and anticipated availability of
required funds, to be provided by the Company or from operations, through the
sale of additional securities, through joint ventures or similar arrangements
or from other sources;
(e) The cost of participation by the Company as compared to
the perceived tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be
advanced;
(g) The accessibility of required management expertise,
personnel, raw materials, services, professional assistance and other required
items; and
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
we will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available Business Transactions may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to our limited capital available for
investigation, we may not discover or adequately evaluate adverse facts about
the opportunity to be acquired.
Form of Business Transaction
A Business Transaction will likely take one of several forms. If we
consummate a reverse merger, it is likely to be a:
* Stock for stock exchange: we would exchange stock in our Company for
ownership interests in the private company;
* Merger; or
* Stock for asset exchange: we would exchange stock in our Company for the
assets of a privately held company. However, in order to trade the new
shares of the combined public company it must first register the shares
with the SEC.
Other Business Transactions could take one of the following forms, without
limitation:
* purchase of assets;
* joint venture;
* franchise agreement; or
* licensing agreement.
We anticipate that such a Business Transaction will be tax free under the
Internal Revenue Code. It is further anticipated however that the consummation
of a Business Transaction will dilute the holdings of our existing
shareholders. We expect that our existing shareholders will hold only a small
fraction of the equity of our Company or its successor after a Business
Transaction. As such, it is likely that our present stockholders will likely
not have control of a majority of the voting shares of the Company. In
addition, as part of such a transaction, all or a majority of our directors may
resign and new directors may be appointed without any vote by stockholders.
We may consider entering into a Business Transaction with a business
which has recently commenced operations, is a developing company in need of
additional funds for expansion into new products or markets, is seeking to
develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a Business Transaction may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expenses, and loss of voting control which may occur in a public offering. We
believe that there are numerous companies seeking the perceived benefits of a
fully reporting public company.
It is anticipated that the investigation of specific Business
Transactions and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. As such, due to our limited financing, our proposed operations,
even if successful, will in all likelihood result in our engaging in a Business
Transaction with only one target company. In the event we are unsuccessful in
targeting a private company, the costs theretofore incurred in the related
investigation would not be recoverable. Furthermore, even if an agreement is
reached for the participation in a specific business opportunity, the failure
to consummate that transaction may result in our loss of the related costs
incurred which could have an impact on our ability to continue operations as a
going concern and our stockholders may lose their entire investment in us as a
result.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
shares. The necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed transaction and will
also give rise to certain appraisal rights to dissenting stockholders. Most
likely, management will seek to structure any such transaction so as not to
require stockholder approval.
Employees
We presently have no employees apart from our management. Our sole
officer and director is engaged in outside business activities and anticipates
that he will devote to our business very limited time until the acquisition of
a successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any,
incident to a Business Transaction.
Item 1A. Risk Factors.
As we are a smaller reporting company, we are not required to provide the
information required by this item.
Item 1B. Unresolved Staff Comments.
As we are a smaller reporting company, we are not required to provide the
information required by this item.
Item 2. Properties.
We neither rent nor own any property. We currently have no policy with
respect to investments or interests in real estate, real estate mortgages or
securities of, or interests in, persons primarily engaged in real estate
activities.
Item 3. Legal Proceedings.
To the best knowledge of our officers and directors, we are not a party
to any legal proceeding or litigation.
Item 4. (Removed and Reserved).
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities.
Common and Preferred Stock
The authorized capital stock of our Company consists of 400,000,000
shares of Common Stock, par value $0.0001 per share, of which there are
35,000,000 issued and outstanding, and 100,000,000 shares of Preferred Stock,
par value $0.0001 per share, of which none have been designated or issued.
All outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of stockholders of the
Company. All stockholders are entitled to share equally in dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally available. In the event of liquidation, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive rights.
Market Information
Our Common Stock is not trading on any stock exchange. We are not aware
of any market activity in our stock since our inception and through the date of
this filing.
Holders
As of April 6, 2010, there was one record holder of 35,000,000 shares of
the Common Stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock or
preferred stock and we do not intend to declare or pay any cash dividend in the
foreseeable future. The payment of dividends, if any, is within the discretion
of the Board of Directors and will depend on the Company's earnings, if any,
its capital requirements and financial condition and such other factors as the
Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans or any individual
compensation arrangements with respect to our Common Stock or Preferred Stock.
The issuance of any of our Common or Preferred Stock is within the discretion
of our Board of Directors, which has the power to issue any or all of our
authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
We issued 35,000,000 shares of Common Stock on July 14, 2009 to Nitin
Amersey for an aggregate purchase price of $3,500. We sold these shares of
Common Stock under the exemption from registration provided by Section 4(2) of
the Securities Act.
No securities have been issued for services. Neither the Company nor any
person acting on its behalf offered or sold the securities by means of any form
of general solicitation or general advertising. No services were performed by
any purchaser as consideration for the shares issued.
Mr. Amersey represented in writing that he acquired the securities for
his own account. A legend was placed on the stock certificate stating that the
securities have not been registered under the Securities Act and cannot be sold
or otherwise transferred without an effective registration or an exemption
therefrom, but may not be sold pursuant to the exemptions provided by Section
4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
with the letter from Richard K. Wulff, Chief of the Office of Small Business
Policy of the Securities and Exchange Commission's Division of Corporation
Finance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000.
Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial Data.
As we are a smaller reporting company, we are not required to provide the
information required by this item.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
The principal business objective for the next 12 months and beyond such
time will be to achieve long-term growth potential through a Business
Transaction (as defined in Item 1) with a business rather than immediate, short
term earnings.
Liquidity and Capital Resources
We do not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing Business Transactions for the
next 12 months and beyond such time will be paid with money in our treasury or
with additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors. We anticipate that our current
assets will be sufficient to meet the costs necessary to investigate and
analyze potential Business Transactions. We have not identified any additional
funding sources for investigating and analyzing Business Transactions nor have
we developed a plan for funding if our current assets prove inadequate.
During the next 12 months we anticipate incurring costs related to:
* filing of Exchange Act reports, and
* consummating a Business Transaction.
We anticipate that we will be able to meet these costs through use of
funds in our treasury and additional amounts, as necessary, to be loaned by or
invested in us by our stockholders, management or other investors.
Results of Operations
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
Business Transaction may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Off-Balance Sheet Arrangements
We have not entered into 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 and would be
considered material to investors.
Contractual Obligations
As we are a smaller reporting company, we are not required to provide the
contractual obligation information required by this item.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As we are a smaller reporting company, we are not required to provide the
information required by this item.
Item 8. Financial Statements and Supplementary Data.
The financial statement information, including the report of the
independent registered public accounting firm, required by this Item 8 is
attached as Exhibit 99.1 and is hereby incorporated into this Item 8 by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There are not and have not been any disagreements between the Company
and its accountants on any matter of accounting principles, practices or
financial statement disclosure.
Item 9A(T). Controls and Procedures.
(a) Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures (as defined in Exchange
Act Rule 13a-15(e)) that are designed to assure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosures. As required by Exchange Act Rule 13a-15(b), as of the end of the
period covered by this report, under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of our disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were ineffective as of that date.
(b) Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Internal control over financial reporting is a process
designed 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. Internal control over
financial reporting 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 our assets; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only
with proper authorizations; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Our management, under the supervision of and with the participation of the
Chief Executive Officer and the Chief Financial Officer, assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009 based on criteria for effective control over financial reporting
described in Internal Control - Integrated Framework issued by the COSO. Based
on this assessment, our management concluded that our internal control over
financial reporting was ineffective as of December 31, 2009 as the Company only
had one employee at that date.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this annual report.
(c) Changes in internal control over financial reporting.
There was no change in our internal control over financial reporting from
our inception to the date of this filing that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item 9B. Other Information.
On October 28, 2009, we filed a registration statement on Form 10 with
the SEC whereby we registered our Common and Preferred Stock pursuant to
Section 12(g) of the Securities Exchange Act of 1934. Our registration
statement became automatically effective with the SEC on December 28, 2009. We
will be subject to the requirements of Regulation 13A under the Exchange Act,
which will require us to file annual reports on Form 10-K, quarterly reports on
Form 10-Q, and current reports on Form 8-K, and we will be required to comply
with all other obligations of the Exchange Act applicable to issuers filing
registration statements pursuant to Section 12(g) of the Exchange Act.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
NAME AGE POSITION
Nitin Amersey 57 President, CFO, Secretary, Director
Nitin M. Amersey, age 57, has over thirty years of experience in international
trade, marketing and corporate management. Mr. Amersey was elected as a
director of Environmental Solutions Worldwide and has served as a member of the
board since January 2003. Mr. Amersey was appointed Chairman of the Board in
May 2004 and subsequently was appointed Chairman of the Board in December 2004.
In addition to his service as a board member of Environmental Solutions
Worldwide, Mr. Amersey has been Chairman of Scothalls Limited, a private
trading firm since 1978. Mr. Amersey has also served as President of Circletex
Corp., a financial consulting management firm since 2001 and has served as
chairman of Midas Touch Global Media Corp from 2005 to present. He is also
currently director of Hudson Engineering Industries Pvt. LTD., a private
company domiciled in India. From 2003 to 2006 Mr. Amersey was Chairman of RMD
Entertainment Group and also served during the same period as chairman of Wide
E-Convergence Technology America Corp. Mr. Amersey has a Masters of Business
Administration Degree from the University of Rochester, Rochester, N.Y. and a
Bachelor of Science in Business from Miami University, Oxford, Ohio. He is the
sole member manager of Amersey Investment Holdings LLC a SEC Registered
Investment Advisor. Mr. Amersey also holds a Certificate of Director Education
from the NACD Corporate Director's Institute.
Mr. Nitin Amersey was the Chairman and CEO of UgoMedia Interactive Corp
("UgoMedia"). UgoMedia was an OTCBB corporation which was taken over by Sciax
Corp in a reverse merger. Mr. Amersey also had a very small percentage of the
stock. UgoMedia's President was Ken Smart, who also had a controlling interest
in UgoMedia. UgoMedia had auditors in New York. Due to Sarbanes Oxley and the
PCAOB Guidelines being established, the auditors decided to drop all public
companies from their audit practice, including UgoMedia. UgoMedia had little
time to react and obtain a new auditor in time and thus it was late in filing
its return thus got an E behind its symbol and was then ultimately dropped down
to the pink sheets. Due to internal turmoil between the controlling shareholder
and the Board the statements were never filed and the Company eventually filed
a Form 15 to become non-reporting.
The term of office of each director expires at our annual meeting of
stockholders or until their successors are duly elected and qualified.
Directors
Our bylaws authorize no less than one (1) and no more than (11)
directors. We currently have one Director.
Term of Office
Our directors are appointed for a one-year term to hold office until the
next annual general meeting of our shareholders or until removed from office in
accordance with out bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal
executive, financial and accounting officers. We do not have a "financial
expert" on the board or an audit committee or nominating committee.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of
independent directors, the functions that would have been performed by such
committees are performed by our sole director. Thus, there is a potential
conflict of interest in that our sole director has the authority to determine
issues concerning management compensation, in essence his own, and audit issues
that may affect management decisions. We are not aware of any other conflicts
of interest with any of our executives or directors.
Compliance With Section 16(a) of the Exchange Act
To our knowledge, from our inception to the date of this filing, all
filings required to be made by members of management or others pursuant to
Section 16(a) of the Exchange Act have been duly filed with the Securities and
Exchange Commission.
Director Independence
We are not subject to listing requirements of any national securities
exchange or national securities association and, as a result, we are not at
this time required to have our board comprised of a majority of "independent
directors." We do not believe that our sole director meets the definition of
"independent" as promulgated by the rules and regulations of the American Stock
Exchange.
Corporate Governance
Nominating Committee
From our inception to the date of this filing, there have been no changes
in the procedures by which security holders may recommend nominees to our Board
of Directors; and we do not presently have a Nominating Committee for members
of our Board of Directors. Nominations are considered by the entire Board.
Audit Committee
We do not have an Audit Committee, and at this time, we are not required
to have an Audit Committee. We do not believe that the lack of an Audit
Committee will have any adverse effect on our financial statements, based upon
current operations. Management will assess whether an Audit Committee may be
necessary in the future.
Stockholder Communications
Our sole director has not adopted a process for security holders to send
communications to the board of directors. As our sole shareholder is the same
person as our sole director, we do not believe that we require a process for
security holders to send communications to the board of directors at this
time. Management will assess whether a process for security holders to send
communications to the board of directors may be necessary in the future.
Board meetings and committees; annual meeting attendance
Following the initial shareholder meeting on July 10, 2009, the board of
directors did not hold any
meetings during the fiscal year. No other meetings were held.
Item 11. Executive Compensation.
Nitin Amersey, our sole officer and director has not received any cash
remuneration since inception. We do not expect that he or other officers
(should they be appointed) will receive any remuneration until the consummation
of a Business Transaction. No remuneration of any nature has been paid for or
on account of services rendered by our sole director acting in such capacity.
Mr. Amersey does not intend to devote more than a few hours a week to our
affairs.
It is possible that, after we successfully consummate a Business
Transaction with an unaffiliated entity, such entity may desire to retain one
or a number of members of our management for the purposes of providing services
to the surviving entity. However, we have adopted a policy whereby the offer of
any post-transaction employment to members of management will not be a
consideration in our decision whether to undertake any proposed transaction.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by us for the benefit of
our employees.
There are no understandings or agreements regarding compensation our
management will receive after a Business Transaction that is required to be
included in this table, or otherwise.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth, as of April 6, 2010, the number of shares
of Common Stock owned of record and beneficially by executive officers,
directors and persons who hold 5% or more of the outstanding Common Stock of
the Company.
Name and Address Amount and Nature of Beneficial Percentage of
Ownership Class
Nitin Amersey (1) 35,000,000 100%
300 Center Ave. Ste. 202
Bay City, MI 48708
All Officers and Directors 35,000,000 100%
as a group
(1) Nitin Amersey is President, CFO, Secretary and sole director of the
Company.
Item 13. Certain Relationships and Related Transactions.
We utilize the office space and equipment of our sole shareholder at no
cost. We estimate such amounts to be immaterial.
On July 14, 2009, we issued 35,000,000 restricted shares of our Common
Stock to Nitin Amersey in consideration for $3,500 in cash, which was used for
incorporation fees, annual resident agent fees in the State of Nevada,
accounting fees and developing our business concept and plan. All shares were
considered issued at their par value ($.0001 per share).
We received $10,000 from our sole shareholder to be used for working
capital. The loan is unsecured, non-interest bearing and payable on demand.
Nitin Amersey, our sole officer and director (its original incorporator),
has paid all expenses incurred by the Company, which includes only resident
agent fees, basic state and local fees and taxes. On a going forward basis, Mr.
Amersey has agreed to pay all expenses incurred by the Company through the date
of completion of a Business Transaction as described in Item 1 of this Form 10-
K. Therefore, we do not expect to have significant expenses until the
consummation of a transaction.
Except as otherwise indicated herein, there have been no related party
transactions, or any other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-K.
Item 14. Principal Accounting Fees and Services.
The firm of UHY LLP ("UHY") acts as our principal independent registered
public accounting firm. UHY personnel work under the direct control of UHY
partners and are leased from wholly-owned subsidiaries of UHY Advisors, Inc. in
an alternative practice structure.
Audit Fees
The aggregate fees billed by UHY for professional services rendered for
the audit of our annual financial statements and audit of financial statements
included in our Form 10 or services that are normally provided in connection
with statutory and regulatory filings from our inception to our fiscal year
ended December 31, 2009 was $3,000.00.
Audit-Related Fees
Fees billed by UHY related to the 2009 audit of the Company's financial
statements, including the Form 10 services, from our inception to our fiscal
year ended December 31, 2009 was $3,000.00.
Tax Fees
The aggregate fees billed by UHY for professional services for tax
compliance, tax advice, and tax planning from our inception to the fiscal year
ended December 31, 2009 was $0.
All Other Fees
There were no fees billed by UHY for other products and services for the
year ended December 31, 2009.
Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services
performed by our independent accountants must now be approved in advance by our
Audit Committee to assure that such services do not impair the accountants'
independence from us. The Audit Committee has adopted an Audit and Non-Audit
Services Pre-Approval Policy (the "Policy") which sets forth the procedures and
the conditions pursuant to which services to be performed by the independent
accountants are to be pre-approved. Our entire Board has acted as our Audit
Committee since July 2009. Pursuant to the Policy, certain services described
in detail in the Policy may be pre-approved on an annual basis together with
pre-approved maximum fee levels for such services. The services eligible for
annual pre-approval consist of services that would be included under the
categories of Audit Fees, Audit-Related Fees and Tax Fees in the above table as
well as services for limited review of actuarial reports and calculations. If
not pre-approved on an annual basis, proposed services must otherwise be
separately approved prior to being performed by independent accountants. In
addition, any services that receive annual pre-approval but exceed the pre-
approved maximum feel level also will require separate approval by the entire
Board acting as our Audit Committee prior to being performed. The Board,
acting as the Audit Committee, may delegate authority to pre-approve audit and
non-audit services to any member, but may not delegate such authority to
management. The tax services represent $0, or 0% of the total for audit
related fees, tax fees and all other fees paid during the year ending December
31, 2009.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) 1. The information required by this item is attached
hereto as Exhibit 99.1 to this report.
2. The information required by this item is attached hereto as
Exhibit 99.1 to this report.
3. Exhibits: See Index to Exhibits, which is incorporated by
reference in this Item. The Exhibits listed in the accompanying Index to
Exhibits are filed or incorporated by reference as part of this report.
(b) Exhibits. See Index to Exhibits, which is incorporated by reference in
this Item. The Exhibits listed in the accompanying Index to Exhibits are
filed or incorporated by reference as part of this report.
(c) Not applicable.
INDEX TO EXHIBITS
Exhibit Description
*3.1 Articles of Incorporation
*3.2 By-laws
31.1 Certification of our Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, with respect to the registrant's
Annual Report on Form 10-K for the period from July 10, 2009
(inception) to December 31, 2009
31.2 Certification of our Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002, with respect to the registrant's
Annual Report on Form 10-K for the period from July 10, 2009
(inception) to December 31, 2009
32.1 Certification of our Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
Act of 2002
32.2 Certification of our Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley
Act of 2002
99.1 Financial Statements
* Filed as an exhibit to our registration statement on Form 10, as filed
with the Securities and Exchange Commission on October 28, 2009 and
incorporated herein by this reference.
SIGNATURES
In accordance with Section 13 or 15(d) 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.
ABC Acquisition Corp 1501
Dated: April 6, 2010
By: /s/ Nitin Amersey
Nitin Amersey, CEO
In accordance with Section 13 or 15(d) 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.
Title Date
/s/ Nitin Amersey President, CFO, Secretary and April 6, 2010
Nitin Amersey Director