ITEM 1: BUSINESS
American Business Services, Inc. was incorporated under the laws of the state of Colorado on September 20, 1991.
We are a consulting company that consults with businesses in the area of marketing, raising capital, going public, going private, mergers and acquisitions and other areas.
We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. We have not made any significant purchase or sale of assets, nor has the registrant been involved in any mergers, acquisitions or consolidations. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, because we have a specific business plan and purpose, have been in business for about 20 years and have generated revenues for that period of time.
Operations
We are a consulting company. Our consulting services vary with each client and payment for our services will likewise vary with each client.
We consult with companies in the areas of marketing, capital raising, developing corporate documents, and business development. We assist in developing marketing programs and defining market potential. We assist companies in raising working capital, primarily by introducing a client to possible capital sources such as venture capital firms. We assist companies in developing corporate documents such as articles of incorporation, bylaws, and corporate minutes.
We assist companies in going public by assisting the development of offering memorandums and making introductions to professional firms that offer specific services according to their needs, such as legal firms, accounting firms, and stock brokers. We assist public companies in becoming private companies by advising the company on spinning out their present business or by finding a merger candidate for their public entity. We also assist companies restructuring their company, including recapitalization and other changes.
For our services, we are paid a consulting fee. The consulting fee can be an hourly fee, which hourly fee can vary, depending on the services performed.
Subsidiaries
ABS has no subsidiaries.
American Business Services Corp., the former subsidiary of ABS, is a Colorado corporation incorporated on March 1, 2011. American Business Services Corp. was sold to a related party for $100 on March 28, 2014.
Revenue
We receive revenue as consulting fees from our clients. Fees charged will vary, depending upon the work involved. We do not anticipate that revenues will significantly increase until we are able to add additional personnel to assist in consulting.
Competition
The consulting business has many competitors. Companies usually choose their consultants by who they feel has the most experience in certain fields for which they have a particular need at the time. Consulting fees are determined on a case by case basis, depending on the work performed.
Patents and Trademarks
We do not, at this time, have any patents or trademarks.
Government Regulations
Our normal consulting business does not fall under any government regulations.
Employees
At this time, we have no employees other than Bryan Hansel, our President and Chief Executive Officer and a director, John Micek, our Chief Financial Officer, and Jacques Schira, our Secretary. All functions including development strategy, negotiations and administration are currently being provided by our executive officers.
Reports to Security Holders
We will file the necessary quarterly and other reports with the Securities and Exchange Commission. Although we will not be required to deliver our annual or quarterly reports to security holders, we intend to forward this information to security holders upon receiving a written request to receive such information. The reports and other information filed by us will be available for inspection and copying at the public reference facilities of the Securities and Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, the Commission maintains a World Wide Website on the Internet at: http://www.sec.gov that contains reports and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.
ITEM 1A.
ITEM 1A. RISK FACTORS
Not applicable to a smaller reporting company.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2. PROPERTIES
Our executive offices are presently at 12200 N.W. Ambassador Drive, Suite 326, Kansas City, MO 64163, and are provided at no charge to us. We believe that our current office situation will be adequate for the foreseeable future. Our telephone number is (816) 464-0508.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
We are not aware of any litigation pending or threatened by or against us.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
a) Market Information. The registrant’s common stock is quoted on the OTC Pink marketplace under the symbol “ABSR.OB.” There has been no trading market for the registrant's common stock since inception. There can be no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.
Holders. There were approximately 35 record holders of the registrant's common stock as of March 31, 2015.
Dividends. Holders of the registrant's common stock are entitled to receive such dividends as may be declared by its board of directors. No dividends on the registrant's common stock have ever been paid, and the registrant does not anticipate that dividends will be paid on its common stock in the foreseeable future.
Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
Performance graph. Not applicable to a smaller reporting company.
Sale of unregistered securities.
In 2013, we sold 490,000 shares of our common stock for cash proceeds of $24,500.
In 2014, our majority shareholder sold his entire holdings of 6,000,000 (85.3%) shares of our common stock for $340,000.
These transactions were exempt under Section 4(2) of the Securities Act of 1933, as amended, due to the facts that the investor was an accredited investor, had acquired the shares for investment purposes and not with a view for re-distribution, had access to sufficient information concerning the Company, and the certificate(s) representing such shares will bear a restrictive legend.
b) Use of Proceeds. The funds received from the sale of shares of our common stock during 2014 and 2013 have been used to provide us with working capital
c) Purchases of Equity Securities by the issuers and affiliated purchasers. None.
d) Securities authorized for issuance under equity compensation plans. No securities are authorized for issuance by the registrant under equity compensation plans.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as in certain other parts of this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made by the registrant) that look forward in time, are forward-looking statements made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements which are other than statements of historical facts. Although the registrant believes such forward-looking statements are reasonable, it can give no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified by, known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited to the registrant’s ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the registrant’s filings with the Securities and Exchange Commission, including without limitation to this Annual Report on Form 10-K.
American Business Services undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-K.
Critical Accounting Policies
The following discussion as well as disclosures included elsewhere in this Form 10-K are based upon our audited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingencies. American Business Services continually evaluates the accounting policies and estimates used to prepare the financial
statements. The registrant bases its estimates on historical experiences and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management.
Trends and Uncertainties
We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity.
Promissory Notes Outstanding
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 bears 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.
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, it is uncertain if we will be able to continue as a going operation.
General and administrative expenses will continue to increase as we implement sales and marketing initiatives.
Liquidity and Capital Resources
Cash Flows from Operating Activities
For the year ended December 31, 2014, we recognized a net loss of $19,174 which included a non-cash gain on repayment of loan formerly reserved against of $2,000 and non-cash write-off of other receivable of $1,577, resulting in net cash used for operating activities of $19,597 for the year ended December 31, 2014.
By comparison, for the year ended December 31, 2013, we recognized a net loss of $21,103 and used a further $3,142 in operating cash flow through increased other receivables ($1,577) and accrued interest payable ($259) and reduced taxes payable ($1,824). As a result, we had net cash used for operating activities of $24,245 for the year ended December 31, 2013.
Cash Flows from Investing Activities
For the year ended December 31, 2014, we received $2,000 from repayment of loan formerly provided against in full, transferred cash of $3,630 on sale of our subsidiary company, net of sales proceeds, and received $6,000 in proceeds from sales of marketable securities.
For the year ended December 31, 2013, we did not pursue any investing activities.
Cash Flows from Financing Activities
For the year ended December 31, 2014, we received $11,128 by way of advances under related party payables, resulting in net cash provided by financing activities of $11,128 for the period.
For the year ended December 31, 2013, we repaid $11,800 in related party notes payable and received $24,500 from the sale of our common stock. As a result, we had net cash provided by financing activities of $12,700 for the year ended December 31, 2013.
The accompanying financial statements have been prepared assuming that the registrant will continue as a going concern. As shown in the accompanying financial statements, the registrant has incurred losses of $19,174 for the year ended December 31, 2014, and a working capital deficiency which raises substantial doubt about the registrant’s ability to continue as a going concern.
Management believes the registrant will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the registrant, but cannot assure that such financing will be available on acceptable terms.
The registrant’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their auditors’ report dated March 31, 2015. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.
The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve the registrant’s operating results.
Results of operations for the year ended December 31, 2014 compared to the year ended December 31, 2013.
For the year ended December 31, 2014, the registrant recognized revenue of $4,000 from a related party. We incurred general and administrative expenses of $23,597. We recognized net other income (expense) of $423. As a result, we incurred a net loss of $19,174 for the year ended December 31, 2014.
Comparatively, for the year ended December 31, 2013, the registrant did not earn any revenues. We incurred general and administrative expenses of $29,713 and interest expenses of $1,675. We earned other income of $8,200 and recognized a tax credit of $2,085. As a result, we had a net loss of $21,103 for the year ended December 31, 2013.
General and administrative expenses, which consist of fees paid for legal, accounting, and auditing services, were incurred primarily to enable the registrant to satisfy the requirements of a reporting company.
Recently Issued Accounting Standards
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.
Off Balance Sheet Arrangements
None.
Disclosure of Contractual Obligations
None.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a smaller reporting company.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
American Business Services, Inc.
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in Stockholders' Deficit
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
AMERICAN BUSINESS SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2014 AND 2013
The accompanying notes are an integral part of the consolidated financial statements.
AMERICAN BUSINESS SERVICES, INC.
CONSOLIDATED STATMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
* denotes a loss of less than $0.01 per share.
The accompanying notes are an integral part of the consolidated financial statements.
AMERICAN BUSINESS SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
The accompanying notes are an integral part of the consolidated financial statements.
AMERICAN BUSINESS SERVICES, INC.
CONSOLIDATED STATMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
The accompanying notes are an integral part of the consolidated financial statements.
AMERICAN BUSINESS SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Business Services, Inc. (the “Company”), 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.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is December 31.
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 Mr. Ray on March 28, 2014 for $100. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2014 and 2013 the Company had no balance of accounts receivable.
Financial Instruments
The carrying value of the Company’s financial instruments, comprising cash, other receivables, notes payable and accrued interest related party, approximates fair value due to their short term maturities.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated and straight line methods over each item's estimated useful life.
Long-Lived Assets
In accordance with ASC 350, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that may suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
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 bases. 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 is 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.
Advertising costs
Advertising costs are expensed as incurred. The Company incurred no advertising costs during the twelve months ended December 31, 2014 or 2013.
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.
The Company did not have a stock compensation plan in operation during the twelve months ended December 31, 2014 or 2013.
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 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. The Company had no potentially dilutive debt or equity instruments issued or outstanding during the twelve months ended December 31, 2014 or 2013.
Products and services, geographic areas and major customers
The Company’s business of financial consulting constitutes one operating segment. All fee revenues each year were domestic and to external customers.
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
The Company has suffered a loss from operations and has negative cash flows from operations, and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with 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.
NOTE 3. NOTES RECEIVABLE - RELATED PARTIES
The Company lends 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.
As at December 31, 2013 the Company had $27,100 in notes receivable outstanding with a corresponding note reserve of $27,100.
At June 30, 2014 all of these notes had been sold or repaid as follows:
-
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.
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.
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 at December 31, 2013, the Company recognized a balance of $1,577 as another receivable. This represented income tax repayable from the carry back of tax losses arising in the current year to offset taxable profits arising in prior years which will generate a repayment of taxes paid in prior years. Due to collectability concerns, this tax receivable was written-off as at December 31, 2014.
NOTE 5. FIXED ASSETS
Fixed asset values recorded at cost are as follows:
December 31, 2014
December 31, 2013
Office Equipment
$ -
$ 7,188
Vehicle
-
33,108
-
40,296
Less Accumulated Depreciation
-
(40,296)
Total
$ -
$ -
The Company disposed of these assets with the sale of its subsidiary, American Business Services, Corp., on March 28, 2014.
No depreciation expense was recognized during the twelve months ended December 31, 2014 or 2013 as the cost of these assets has already been fully depreciated.
NOTE 6. RELATED PARTY PAYABLE
During the year ended December 31, 2014, the new majority stockholder, Smith Electric Vehicles Corp. advanced $11,128 on behalf of the Company to pay current invoices received for services that had been rendered to the Company. These advances are unsecured, bear no interest and are repayable on demand.
NOTE 7. 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 8. 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 twelve months ended December 31, 2014 and 2013.
Common Stock
The Company is authorized to issue 90,000,000 shares of preferred stock with a par value of $0.001 per share.
During the twelve months ended December 31, 2013 the Company issued 490,000 shares of common stock for cash consideration of $24,500 or $0.05 per share.
No shares of common stock were issued during the year ended December 31, 2014.
As at December 31, 2014 there were 7,030,000 shares of common stock issued and outstanding.
Additional Paid in Capital
During the twelve months ended December 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 twelve months ended December 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.
NOTE 9. OTHER INCOME
During the twelve months ended December 31, 2013 the Company recognized income of $8,200 on the sale of certain securities. These securities had been issued to the Company in settlement of an outstanding debt and had been provided for in full in a prior period.
During the year ended December 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. We also wrote-off the other receivable of $1,577 during the year-ended December 31, 2014 for net other income (expense) of $423.
NOTE 10. 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.
NOTE 11. SALE AND TRANSFER OF A MAJOR STOCKHOLDER’S INTERESTS
On July 3, 2014 Mr. 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 constitute the entire holding of Mr. Ray and comprise 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.
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 12. RELATED PARTIES
For the year ended December 31, 2014, we recognized revenue of $4,000 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 13. SUBSEQUENT EVENTS
In accordance with ASC 855-10. “Subsequent Events” the Company has analyzed its operations subsequent to December 31, 2014 to the date these financial statements were available to be issued and has determined that the following subsequent event needs to be disclosed in these financial statements.
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 is March 30, 2015 with a repayment date of June 30, 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 hereof, 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.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act that are designed to insure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or the persons performing similar functions, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our CEO and CFO, our management has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, our CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2014.
Management’s Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies 2013 framework.
Under the supervision and with the participation of our CEO and CFO, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2014, and concluded that it is effective.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, our management has evaluated changes in our internal controls over financial reporting that occurred during the second half of 2014. Based on that evaluation, our CEO and CFO did not identify any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
(a) Identity of Officers and Directors
Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified.
The officers and directors are as follows:
Name
Age
Positions Held
Term of Office
Bryan L. Hansel
President, CEO,
July 3, 2014
12200 N.W. Ambassador
Director
To Present
Drive, Suite 326
Kansas City, MO 64163
John Micek
CFO
July 7, 2014
12200 N.W. Ambassador
To Present
Drive, Suite 326
Kansas City, MO 64163
Jacques Schira
Secretary
July 7, 2014
12200 N.W. Ambassador
To Present
Drive, Suite 326
Kansas City, MO 64163
Robert J. Druten
Director
August 20, 2014
12200 N.W. Ambassador
To Present
Drive, Suite 326
Kansas City, MO 64163
As of February 17, 2014, A. Terry Ray resigned as secretary and director of the registrant.
As of August 20, 2014, Phil E. Ray resigned from his position as a director of the registrant.
Bryan L. Hansel, 49, became the Chief Executive Officer and a director of ABS in July 2014. He has served as Smith's Chief Executive Officer and as a director since Smith's inception in January 2009. Mr. Hansel served as Smith's President from Smith's inception to March 2012. Mr. Hansel was appointed Chairman of Smith's board of directors in November 2011. Prior to joining Smith, from October 2004 to August 2008, Mr. Hansel served as the President and Chief Executive Officer and as a director of Evo Medical Solutions, a manufacturer and distributor of home respiratory medical devices.
John Micek, 61, became the Chief Financial Officer of ABS in July 2014. He has served as Smith's Interim Chief Financial Officer since March 2014. Since June 2012, Mr. Micek has also served as Chief Executive Officer and Chief Financial Officer of Enova Systems, Inc. (LON: ENVS), a publicly-traded electric vehicle compulsion componentry supplier. He previously served as Chief Financial Officer of Enova Systems, Inc. from January 2011 to June 2012. From January 1, 2001 to December 31, 2011, Mr. Micek served as Managing Director of Silicon Prairie Partners, LP, a privately held venture investing firm. Mr. Micek has served on the board of directors of Enova Systems, Inc. (2008 to present), Armanino Foods of Distinction Inc. (OTCMKTS:AMNF), a publicly-traded specialty foods company (from 1989 to present), including in the roles of Chair, Audit Committee and Chair, Strategic Planning Committee, Innovaro Inc. (OTCMKTS: INNI), a publicly-traded technology innovation services and software company (from 1999 to 2014), and Universal Assurors, Inc., a privately-held credit-related insurance company (from 2001 to present).
Jacques Schira, 58, became the Secretary of ABS in July 2014. He has served as Smith's General Counsel since June 2013, and before that from March 2009 to June 2012. He previously served as Smith's Vice President, Legal and Commercial Affairs from June 2012 through June 2013. From March 2006 to March 2009, Mr. Schira served as General Counsel of Medical Industries America, Inc., a medical device manufacturer and distributor.
Robert J. Druten, 67, served as Executive Vice President and Chief Financial Officer of Hallmark Cards, Inc. from 1994 until his retirement in August 2006. From 1991 until 1994, he served as Executive Vice President and Chief Financial Officer of Crown Media, Inc., a cable communications subsidiary of Hallmark. He served as Vice President of Corporate Development and Planning of Hallmark from 1989 until 1991. Prior to joining Hallmark in 1986, Mr. Druten held a variety of executive positions with Pioneer Western Corporation from 1983 to 1986. Mr. Druten has served as a trustee of EPR Properties (“EPR”), a real estate investment trust, since 1997 and is its Chairman of the Board. He has also been a member of the Compensation, Governance and Finance Committees of EPR. He has served as a director of Kansas City Southern, an NYSE-listed transportation company, since 2004. Mr. Druten also serves as Chairman of the Board and on the Compensation Committee of Kansas City Southern. He has served as a
director of Alliance Holdings GP, L.P., a publicly traded limited partnership whose publicly traded subsidiary is engaged in the production and marketing of coal, since 2007, where he serves on the Audit Committee and its Conflicts Committee. Mr. Druten previously served on the Board of Directors of American Italian Pasta Company, from 2007 until it was acquired by Ralcorp Holdings, Inc. in July 2010, where he was the Chairman of the Audit Committee and also served on the Compensation Committee. Mr. Druten received a B.S. in Accounting from the University of Kansas and an M.B.A. from Rockhurst University.
The above named directors will serve in their capacity as director until our next annual shareholder meeting to be held within six months of our fiscal year's close. Directors are elected for one-year terms.
(b) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the registrant's officers and directors, and persons who beneficially own more than ten (10%) percent of a class of equity securities registered pursuant to Section 12 of the Exchange Act, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the principal exchange upon which such securities are traded or quoted. Reporting Persons are also required to furnish copies of such reports filed pursuant to Section 16(a) of the Exchange Act with the registrant.
During 2014, Bryan L. Hansel, a director and executive officer of ABS, and Jacques Schira, an executive officer, each filed their Form 3 late due to delays in obtaining their Edgar filing codes. Both Form 3s were subsequently filed. Smith Electric Vehicles Corp., our majority shareholder, also filed its Form 3 one day late. As of the date of this report, Robert J. Druten, a director of ABS, has not yet filed a Form 3 to report his appointment to the board.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, due to the historically low number of employees and limited business operations of ABS.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for this purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table set forth certain information as to the compensation paid to our executive officers.
Summary Compensation Table
(1)
Mr. Hansel became our CEO in July 2014.
(2)
Mr. Micek became our CFO in July 2014.
(3)
Mr. Schira became our Secretary in July 2014.
(4)
Mr. Ray resigned as our CEO and CFO in July 2014.
Mr. Ray received $13,500 in consulting fees from registrant during the year ended December 31, 2013.
We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such.
Outstanding Equity Awards
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
Options/SAR Grants
We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception.
Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants since inception.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 31, 2015, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group.
Based upon 7,030,000 outstanding common shares as of March 31, 2015.
(1)
Mr. Ray resigned as our CEO and CFO in July 2014.
(2)
Bryan L. Hansel, our President and CEO, is the CEO of Smith Electric Vehicles Corp.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Bryan L. Hansel is not independent and Robert J. Druten is independent, as that term is defined in Section 5605 of the NASDAQ Marketplace Rules. During the year ended December 31, 2014 and the year ended December 31, 2013, there were no transactions with related persons other than as described in the section below.
The Company previously lent money through notes receivable on an ongoing basis to various companies related by common control. The notes are due to be repaid to the Company at various dates through December 2014. The Company recognizes no interest income on the notes. The Company has established a reserve for any loans not repaid within one year.
As at December 31, 2013, the Company had $27,100 in notes receivable outstanding with a corresponding note reserve of $27,100. At June 30, 2014 all of these notes had been sold or repaid as follows:
-
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 has been accruing interest as of January 1, 2011 at an annual interest of 4% per annum. No interest has 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 has 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 has been paid on this note.
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.
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 year ended December 31, 2014, the new majority stockholder, Smith Electric Vehicles Corp. advanced $11,128 on behalf of the Company to pay current invoices received for services that had been rendered to the Company. These advances are unsecured, bear no interest and are repayable on demand.
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.
During the twelve months ended December 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.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
On January 6, 2014, Ronald R. Chadwick, P.C. resigned as our registered independent public accountant. On January 6, 2014, we engaged Cutler & Co., LLC as our new registered independent public accountant.
Audit Fees
The aggregate fees billed and estimated to be billed for the fiscal years ended December 31, 2014 and 2013 for professional services rendered by Ronald R. Chadwick, P.C. and Cutler & Co., LLC for the audit of the registrant's annual financial statements and review of the financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended December 31, 2014 and 2013, were $9,500 and $9,500 respectively.
Audit related fees
The aggregate fees billed for the fiscal years ended December 31, 2014 and 2013 for assurance and related services by Ronald R. Chadwick, P.C. and Cutler & Co., LLC that are reasonably related to the performance of the audit or review of the registrant's financial statements for that fiscal year were $0 and $0.
Tax Fees
We did not incur any aggregate tax fees and expenses from Ronald R. Chadwick, P.C. and Cutler & Co., LLC for the 2014 and 2013 fiscal years for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
We did not incur any other fees from Ronald R. Chadwick, P.C. for the 2013 fiscal years or from Cutler & Co., LLC for the 2014 and 2013 fiscal years.
The board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit services was compatible with maintaining the auditor's independence. All of the services described above for fiscal years 2014 and 2013 were approved by the board of directors pursuant to its policies and procedures. We intend to continue using Cutler & Co., LLC solely for audit and audit-related services, tax consultation and tax compliance services, and, as needed, for due diligence in acquisitions.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of financial statements included in Part II hereof:
Report of Independent Registered Public Accounting Firm
Consolidated balance sheets
Consolidated statements of operations
Consolidated statements of stockholders’ equity
Consolidated statements of cash flows
Notes to consolidated financial statements
(a)(2) List of financial statement schedules included in Part IV hereof:
None.
The following exhibits are included herewith:
Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.
NO.
DESCRIPTION
FILED WITH
DATE FILED
Articles of Incorporation, Bylaws
Form S-1
October 26, 2011
Statement of Computation of Per Share Earnings (This Computation appears in the Financial Statements)
Form S-1
October 26, 2011
List of Subsidiaries
Form S-1
October 26, 2011
SIGNATURES
Pursuant to the requirements of 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.
AMERICAN BUSINESS SERVICES, INC.
By: /s/ Bryan L. Hansel
Bryan L. Hansel
Chief Executive Officer
Dated: March 31, 2015
Pursuant to the requirements 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.
By: /s/ Bryan L. Hansel
Bryan L. Hansel
President, CEO, Director
Dated: March 31, 2015
By: /s/ John Micek
John Micek
Chief Financial Officer
Dated: March 31, 2015
By: /s/ Jacques Schira
Jacques Schira
Secretary
Dated: March 31, 2015
By: /s/ Robert J. Druten
Robert J. Druten
Director
Dated: March 31, 2015