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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [ ]

   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 (Do not check if 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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The market value of the registrant’s voting $0.001 par value common stock held by non-affiliates of the registrant was approximately $40,000.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant's only class of common stock, as of March 31, 2015 was 7,030,000 shares of its $0.001 par value common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None

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AMERICAN BUSINESS SERVICES, INC.

FORM 10-K

TABLE OF CONTENTS

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PART I

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.

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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

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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.  RISK FACTORS

Not applicable to a smaller reporting company.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

Not applicable.

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. LEGAL PROCEEDINGS

ITEM 4.   MINE SAFETY DISCLOSURES.

Not applicable

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PART II

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.

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ITEM 6.  SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

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

8

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.

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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.

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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.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a smaller reporting company.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

American Business Services, Inc.

Index to

Financial Statements

12

13

AMERICAN BUSINESS SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

The accompanying notes are an integral part of the consolidated financial statements.

14

AMERICAN BUSINESS SERVICES, INC.

CONSOLIDATED STATMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

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.

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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

28

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.

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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.

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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. 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.

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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. 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.

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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.

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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.

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.

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.

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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.

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PART IV

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: