Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - American Business Services, Inc. | Financial_Report.xls |
| EX-32.2 - American Business Services, Inc. | ex32-2.htm |
| EX-31.2 - American Business Services, Inc. | ex31-2.htm |
| EX-32.1 - American Business Services, Inc. | ex32-1.htm |
| EX-31.1 - American Business Services, Inc. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2014
-OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to______
Commission File Number 000-54985
American Business Services, Inc.
(Exact name of registrant as specified in its charter)
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Colorado
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84-1194104
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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N.W. Ambassador Drive, Suite 326
Kansas City, MO
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64163
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(Address of principal executive offices)
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(Zip Code)
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(816) 464-0508
(Registrant's telephone number, including area code)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 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 [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of outstanding shares of the registrant's common stock as of November 13, 2014 was 7,030,000.
FORM 10-Q
For the quarterly period ended September 30, 2014
INDEX
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Page
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| PART 1 – FINANCIAL INFORMATION | |
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1
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10
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12
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12
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| PART II – OTHER INFORMATION | |
| 13 | |
| Item 1A. Risk Factors | 13 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| Item 3. Defaults upon Senior Securities | 13 |
| Item 4. Mine Safety Disclosures | 13 |
| Item 5. Other Information | 13 |
| Item 6. Exhibits | 13 |
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AMERICAN BUSINESS SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, 2014
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December 31, 2013
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(Unaudited)
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(Audited)
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ASSETS
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Current assets
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Cash
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$ | - | $ | 4,099 | ||||
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Other receivable
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1,577 | 1,577 | ||||||
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Total current assets
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1,577 | 5,676 | ||||||
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Fixed assets, net
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- | - | ||||||
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Total Assets
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$ | 1,577 | $ | 5,676 | ||||
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LIABILITIES & STOCKHOLDERS' DEFICIT
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Current liabilities
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Accounts payable
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$ | 1,571 | $ | - | ||||
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Accrued interest payable - related party
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- | 740 | ||||||
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Related party payable
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3,562 | - | ||||||
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Note payable - related party - current portion
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- | 12,000 | ||||||
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Total current liabilities
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5,133 | 12,740 | ||||||
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Total Liabilities
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5,133 | 12,740 | ||||||
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Stockholders' Deficit
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Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding
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- | - | ||||||
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Common stock, $0.001 par value; 90,000,000 shares authorized; 7,030,000 (2014) and 7,030,000 (2013) shares issued and outstanding
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7,030 | 7,030 | ||||||
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Additional paid in capital
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40,380 | 25,270 | ||||||
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Retained deficit
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(50,966 | ) | (39,364 | ) | ||||
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Total Stockholders' Deficit
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(3,556 | ) | (7,064 | ) | ||||
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Total Liabilities and Stockholders' Deficit
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$ | 1,577 | $ | 5,676 | ||||
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
AMERICAN BUSINESS SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months
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Three Months
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Nine Months
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Nine Months
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Ended
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Ended
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Ended
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Ended
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Sep 30, 2014
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Sep 30, 2013
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Sep 30, 2014
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Sep 30, 2013
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Revenue - related party
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$ | - | $ | - | $ | 4,000 | $ | - | ||||||||
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Operating Expenses:
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General and administrative
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5,179 | 4,027 | 17,602 | 21,458 | ||||||||||||
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Total operating expenses
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5,179 | 4,027 | 17,602 | 21,458 | ||||||||||||
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Income (loss) from operations
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(5,179 | ) | (4,027 | ) | (13,602 | ) | (21,458 | ) | ||||||||
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Other income (expense)
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Realized gain on securities
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- | - | - | 8,200 | ||||||||||||
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Repayment of loan previously reserved against as non-collectible
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- | - | 2,000 | - | ||||||||||||
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Gain on tax estimate
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- | - | - | 508 | ||||||||||||
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Interest expense
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- | (186 | ) | - | (1,486 | ) | ||||||||||
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Other income (expense) net
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- | (186 | ) | 2,000 | 7,222 | |||||||||||
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Income (loss) before provision for income taxes
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(5,179 | ) | (4,213 | ) | (11,602 | ) | (14,236 | ) | ||||||||
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Provision (credit) for income tax
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- | - | - | - | ||||||||||||
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Net income (loss)
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$ | (5,179 | ) | $ | (4,213 | ) | $ | (11,602 | ) | $ | (14,236 | ) | ||||
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Net income (loss) per share
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(Basic and fully diluted)
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$ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | $ | (0.00 | )* | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
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(Basic and fully diluted)
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7,030,000 | 7,030,000 | 7,030,000 | 6,948,333 | ||||||||||||
* denotes a loss of less than $(0.01) per share.
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
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Nine Months
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Nine Months
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Ended
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Ended
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Sep 30, 2014
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Sep 30, 2013
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Cash Flows From Operating Activities:
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Net income (loss)
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$ | (11,602 | ) | $ | (14,236 | ) | ||
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Adjustments to reconcile net income to net cash provided by (used for) operating activities:
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Gain on repayment of loan formerly provided against in full
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(2,000 | ) | - | |||||
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Changes in operating Assets & Liabilities
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Accrued payables
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- | 70 | ||||||
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Accounts payable
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1,571 | - | ||||||
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Income tax payable
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- | (1,316 | ) | |||||
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Gain on tax estimate
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- | (508 | ) | |||||
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Net cash provided by (used for) operating activities
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(12,031 | ) | (15,990 | ) | ||||
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Cash Flows From Investing Activities:
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Repayment of loan formerly provided against in full
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2,000 | - | ||||||
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Transfer of cash on sale of subsidiary, net of sales proceeds
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(3,630 | ) | - | |||||
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Proceeds from sales of marketable securities
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6,000 | - | ||||||
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Net cash provided by (used for) investing activities
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4,370 | - | ||||||
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Cash Flows From Financing Activities:
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Related party payable
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3,562 | - | ||||||
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Note payable - related party - (repayment)
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- | (11,800 | ) | |||||
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Sales of common stock
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- | 24,500 | ||||||
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Net cash provided by (used for) financing activities
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3,562 | 12,700 | ||||||
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Net Increase (Decrease) In Cash
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(4,099 | ) | (3,290 | ) | ||||
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Cash At The Beginning Of The Period
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4,099 | 15,644 | ||||||
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Cash At The End Of The Period
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$ | - | $ | 12,354 | ||||
AMERICAN BUSINESS SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Continued from previous page
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Schedule of Non-Cash Investing and Financing Activities
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Liabilities transferred with sale of subsidiary
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$ | 12,740 | $ | - | ||||
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Supplemental Disclosure
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Cash paid for interest
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$ | - | $ | 1,416 | ||||
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Cash paid for income taxes
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$ | - | $ | 1,316 | ||||
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS,
FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2014 AND 2013
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
American Business Services, Inc. (the “Company”, “ABS”, “we”, “us” or “our”), was incorporated in the State of Colorado on September 20, 1991. The Company provides merger and acquisition financial consulting services. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.
Interim Financial Statements
The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2013 included in our Form 10-K filed with the SEC.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of American Business Services, Inc. and its wholly owned subsidiary, American Business Services Corp. to the date of its sale on March 28, 2014. American Business Services Corp was sold to Mr. Ray on March 28, 2014 for $100. This sale was reflected in the Quarterly Report on Form 10-Q for the three months ended March 31, 2014. All intercompany accounts and transactions have been eliminated in consolidation.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. No potentially dilutive debt or equity instruments were issued or outstanding during the three and nine months ended September 30, 2014 or 2013.
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.
Revenue recognition
Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured.
Property and equipment
Property and equipment are recorded at cost and depreciated under the straight line method over each item’s useful life.
Financial Instruments
The Company’s financial instruments consist principally of cash, other receivables, accounts payable, accrued interest related party, related party payable and note payable related party. The recorded values of these items approximate their current fair values because of the short term nature of these financial instruments.
Stock based compensation
The Company accounts for employee and non-employee stock awards under ASC 718, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. No stock based compensation was issued or outstanding during the three and nine month periods ended September 30, 2014 or 2013.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe that their future adoption of any such pronouncements may be expected to have a material impact on its financial condition of the result of its operations as reported in its financial statements.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.
However, the Company has suffered a loss from operations and has negative cash flows from operations during the three and nine months ended September 30, 2014 and in all likelihood will be required to make significant future expenditures in connection with marketing efforts along with funding its ongoing general administrative expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. By doing so, the Company hopes to generate sufficient capital to execute its business plan of providing financial consulting services on an ongoing basis. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.
These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
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 recognizes no interest income on the notes. The Company has established a reserve for any loans not repaid within one year.
At December 31, 2013, the Company had $27,100 in notes receivable outstanding with a corresponding note reserve of $27,100.
At June 30, 2014, all these notes had been sold or repaid as follows:
There were three convertible promissory notes made to Centennial Growth Equities in 2007 and 2008 for a total of $25,100, which was for funds loaned to Centennial Growth Equities and was used for working capital. These notes were not arms-length transactions and were related party transactions as Mr. Ray, the president of ABS, was also a principal of Centennial Growth Equities at the time the transactions were made.
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·
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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.
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·
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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.
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·
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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.
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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.
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·
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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.
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During the three months ended March 31, 2014 the Company received payment from Original Source Music, Inc. in the amount of $2,000 in complete satisfaction of the obligation. As this note receivable had been provided against in full in previous periods, we recognized a gain of $2,000 on repayment of this note receivable.
NOTE 4. OTHER RECEIVABLE
As of September 30, 2014 and December 31, 2013, the Company recognized a balance of $1,577 as another receivable. This represents income tax repayable from the carry back of tax losses arising in 2013 to offset taxable profits arising in prior years which will generate a repayment of taxes paid in prior years.
NOTE 5. FIXED ASSETS
Fixed asset values recorded at cost are as follows:
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September 30, 2014
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December 31, 2013
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Office Equipment
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$ | - | $ | 7,188 | ||||
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Vehicle
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- | 33,108 | ||||||
| - | 40,296 | |||||||
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Less Accumulated Depreciation
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- | (40,296 | ) | |||||
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Total
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$ | - | $ | - | ||||
These assets were transferred at the time of the sale of the subsidiary, American Business Services, Corp., and were included in the consideration received at that time.
NOTE 6. RELATED PARTY PAYABLE
During the quarter ended September 30, 2014 the new majority stockholder, Smith Electric Vehicles Corp., advanced $3,562 on behalf of the Company to pay current invoices received for services that had been rendered to the Company. The related party payable is unsecured, bears no interest and is 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 bears interest at 6% and a balance of $740 in 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 in the Quarterly Report on Form 10-Q for the three months ended March 31, 2014. The payment of $100 initially received by the Company as consideration for the sale of the subsidiary has been classified as additional paid in capital.
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 three and nine months ended September 30, 2014 or 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.
No shares of common stock were issued during the nine months ended September 30, 2014.
As of September 30, 2014 there were 7,030,000 shares of common stock issued and outstanding.
Additional Paid in Capital
During the three months ended March 31, 2014 the Company exercised its right to convert the three notes receivable from Centennial Growth Equities, Inc. into 2,500,000 shares of its common stock. This stock was then sold to a related party for $6,000. As these notes receivable had been fully provided against in prior periods, the Company recognized a gain of $6,000 on the sale. As the sale was to a related party, the gain on sale has been recognized in additional paid in capital.
During the three months ended March 31, 2014 we sold our subsidiary, American Business Services Corp, for $100 to a related party. As the subsidiary had net liabilities of $9,010 at the date of the sale we recognized a gain of $9,110 on the sale. As the sale was to a related party, the gain on sale was recognized in additional paid in capital in our Quarterly Report on Form 10-Q for the three months ended March 31, 2014.
NOTE 9. OTHER INCOME
During the three months ended March 31, 2014 the Company received payment from Original Source Music, Inc. in the amount of $2,000 in complete satisfaction of an outstanding note receivable. As this note receivable had been provided against in full in previous periods, we recognized a gain of $2,000 on repayment of this note receivable.
NOTE 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 in our Quarterly Report on Form 10-Q for the three months ended March 31, 2014.
NOTE 11. SALE AND TRANSFER OF A MAJOR STOCKHOLDER’S INTERESTS
On July 3, 2014 Phil E. Ray, the majority stockholder of American Business Services, Inc., sold 6,000,000 shares of common stock that he owned to Smith Electric Vehicles Corp., a Delaware corporation. These shares 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. SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to September 30, 2014 to November 13, 2014, the date these financial statements were issued, and has determined that, other than as disclosed above, it does not have any material subsequent events to disclose in these financial statements
Trends and Uncertainties.
We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. The Company may never become profitable if it does not obtain sufficient funds or obtain alternate financing to complete our new business plan.
At September 30, 2014, all these notes had been sold or repaid as follows:
There were three convertible promissory notes made to Centennial Growth Equities in 2007 and 2008 for a total of $25,100, which was for funds loaned to Centennial Growth Equities and was used for working capital. These notes were not arms-length transactions and were related party transactions as Mr. Ray, the president of ABS, was also a principal of Centennial Growth Equities at the time the transactions were made.
• A note from Centennial Growth Equities, Inc. a company controlled by Mr. Ray, an officer and director at the time the note was made, dated January 10, 2007 in the amount of $17,000, for money that ABS loaned to Centennial Growth Equities in 2006. This note matured on December 31, 2008 and was renewed through December 31, 2013. The note 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.
We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.
General and administrative expenses will continue to increase as we implement sales and marketing initiatives.
Liquidity and Capital Resources
Operating activities
For the nine months ended September 30, 2014, we incurred a net loss of $11,602 adjusted for cash flow purposes by a gain of $2,000 on the repayment of a loan previously provided against in full and an increase of $1,571 in our balance of accounts payable, resulting in net cash used in operating activities of $12,031 for the nine months ended September 30, 2014
For the nine months ended September 30, 2013, we incurred a net loss of $14,236 adjusted for cash flow purposes by an increase of $70 in accrued payables, a decrease of $1,316 in income tax payable, and a decrease of $508 on our tax estimate. As a result, we used net cash in operating activities of $15,990 for the nine months ended September 30, 2013.
Investing activities
For the nine months ended September 30, 2014, we received $2,000 from the repayment of a loan formerly provided against in full, $6,000 as proceeds from the sales of marketable securities and we transferred cash of $3,630 on the sale of our subsidiary, net of the sales proceeds. As a result, we generated net cash from investing activities of $4,370 for the nine months ended September 30, 2014.
For the nine months ended September 30, 2013, we did not pursue any investing activities.
Financing activities
For the nine months ended September 30, 2014, we received $3,562 from related party payables. As a result, we had net cash provided by financing activities of $3,562 for the nine months ended September 30, 2014.
For the nine months ended September 30, 2013, we received $24,500 from the sale of common stock. We repaid $11,800 toward a note payable from a related party. As a result, we had net cash provided by financing activities of $12,700 for the nine months ended September 30, 2013.
Results of Operations
For the three months ended September 30, 2014, we did not receive any revenues. We paid general and administrative expenses of $5,179. As a result, we had a net loss of $5,179 for the three months ended September 30, 2014.
Comparatively, for the three months ended September 30, 2013, we did not receive any revenues. We paid general and administrative expenses of $4,027. We paid interest expenses of $186. As a result, we had a net loss of $4,213 for the three months ended September 30, 2013.
The $966 increase in net loss for the three months ended September 30, 2014 compared to the three months ended September 30, 2013 is due primarily to the $1,152, or 28.6% increase in our general and administrative expenses. These expenses increased as a result of the reorganization process that occurred due to the new ownership.
For the nine months ended September 30, 2014, we earned revenues of $4,000. We paid general and administrative expenses of $17,602. We received $2,000 from the repayment of loans previously reserved against as non-collectible. As a result, we had a net loss of $11,602 for the nine months ended September 30, 2014.
Comparatively, for the nine months ended September 30, 2013, we did not earn any revenues. We paid general and administrative expenses of $21,458. We realized a gain of securities of $8,200 and a gain on tax estimate of $508. We paid $1,486 in interest expense. As a result, we had a net loss of $14,236 for the nine months ended September 30, 2013.
Our net loss decreased by $2,634 due to a $4,000 increase revenue and a $3,856, or 18% decrease in general and administrative expenses. It was offset by a $5,222 reduction in other income. Our general and administrative expenses decreased due to focusing on current consulting clients, rather than seeking new clients.
We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. If we are unable to raise funds for the above purposes, it is uncertain if we will be able to continue as a going operation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable for smaller reporting companies.
Item 4. Controls and Procedures
During the quarter ended September 30, 2014, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of September 30, 2014. Based on this evaluation, our chief executive officer and chief financial officer have concluded that such controls and procedures to be effective as of September 30, 2014 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
Not applicable for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits
Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith
**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: November 13, 2014
American Business Services, Inc.
By:
/s/ Bryan L. Hansel
Bryan L. Hansel
Chief Executive Officer
/s/John Micek
John Micek
Chief Financial Officer