Quarterly Report (10-q)

Date : 05/23/2016 @ 8:04PM
Source : Edgar (US Regulatory)

Quarterly Report (10-q)

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 March 31, 2016


-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)


 

 

 

Colorado

 

84-1194104

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)


 

 

 

12200 N.W. Ambassador Drive, Suite 326

Kansas City, MO

 

64163

(Address of principal executive offices)

 

(Zip Code)


(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 [x]   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



1




Large accelerated filer               [  ]

 

Accelerated filer                    [  ]

Non-accelerated filer                 [  ]

 

Smaller reporting company   [x]

(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  [x]      No [ ]


The number of outstanding shares of the registrant's common stock as of May 23, 2016 was 7,030,000 of its $0.001 par value common stock.





































2



AMERICAN BUSINESS SERVICES, INC .

FORM 10-Q

For the quarterly period ended March 31, 2016

INDEX


PART 1 – FINANCIAL INFORMATION

 

 

 

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

4

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

 

11

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

 

12

Item 4.  Controls and Procedures

 

12


PART II – OTHER INFORMATION



 

 

 

Item 1.  Legal Proceedings

 

14

Item 1A.  Risk Factors

 

14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

 

14

Item 3.  Defaults upon Senior Securities

 

14

Item 4.  Mine Safety Disclosures

 

14

Item 5.  Other Information

 

14

Item 6.  Exhibits

 

14

 

 

 

SIGNATURES

 

15



 

 

 

 

 


 

3


Table of Contents

AMERICAN BUSINESS SERVICES, INC .

CONDENSED BALANCE SHEETS

(Unaudited)


 

March 31, 2016

December 31, 2015

 

 

 

ASSETS

 

 

 

 

 

Current assets

$                          -

$                    -

 

 

 

 

 

 

Total Assets

$                           -

$                      -

 

 

 

 

 

 


LIABILITIES AND  STOCKHOLDERS' DEFICIT

 

 

Current Liabilities

 

 

 

 

 

      Related party payable

100,543

93,226

   Total current liabilities

100,543

93,226

 

 

 

 

 

 

 

 

 


Total Liabilities

100,543

93,226

 

 

 


Stockholders' Deficit

 

 

      Preferred stock, $0.001 par value;

 

 

          10,000,000 shares authorized;  

 

 

          none issued and outstanding

-

-

      Common stock, $0.001 par value;

 

 

          90,000,000 shares authorized;

 

 

          7,030,000

 

 

           shares issued and outstanding

7,030

7,030

      Additional paid in capital

40,380

40,380

      Accumulated deficit

147,953

140,636

Total Stockholders' Deficit

100,543

93,226

 

 

 

Total Liabilities and Stockholders' Deficit

$                        -

$                    -



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



4


Table of Contents

AMERICAN BUSINESS SERVICES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


 

Three Months

Three Months

 

Ended

Ended

 

March 31, 2016

March 31, 2015

 

 

 

Revenue - related party

$                -

$               -

 

 

 

Operating Expenses:

 

 

     General and administrative

7,317

19,467

         Total operating expenses

 

 

 

 

 

Income (loss) from operations

(7,317)

(19,467)

 

 

 

 

 

 

Income (loss) before provision

(7,317)

(19,467)

     for income taxes

 

 

 

 

 

Provision (credit) for income tax

-

-

 

 

 

Net income (loss)

$       (7,317)

$   (19,467)

 

 

 

 

 

 

Net income (loss) per share

 

 

(Basic and fully diluted)

$       (0.00)*

$       (0.00)*

Weighted average number of

 

 

common shares outstanding:

(Basic and fully diluted)

7,030,000

7,030,000


* denotes a loss of less than $(0.01) per share.


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



5


Table of Contents

AMERICAN BUSINESS SERVICES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

Three Months Ended March 31, 2016

Three   Months  Ended March 31, 2015

 

 

 

 

 

 

Cash Flows From Operating Activities:

 

 

     Net income (loss)

$   (7,317)   

       (19,467)

          

 

 

     Adjustments to reconcile net income (loss) to

 

 

     net cash provided by (used for)

 

 

     operating activities:

 

 

Changes in Operating Assets and Liabilities

-

-

                Net cash provided by (used for)

 

 

                operating activities

(7,317)

(19,467)

 

 

 

Cash Flows From Investing Activities:

 

 

               Net cash provided by (used for)

-

-

                investing activities

 

 

     

 

 

Cash Flows From Financing Activities:

 

 

     Related party payable

7,317

29,080

     Deferred expenses

-

(9,613)

                Net cash provided by (used for)

 

 

                financing activities

7,317

19,467

 

 

 

Net Increase (Decrease) In Cash

-

-

 

 

 

 

 

 

Cash At The Beginning Of The Period

-

-

 

 

 

 

 

 

Cash At The End Of The Period

 $              -

-


All of the Company’s operating expenses were paid for by its parent company, Smith Electric Vehicles Corp. (“Smith”), from Smith’s corporate bank account. Prior to this, the Company did not maintain a bank account, and subsequent to August 7, 2015 no longer maintains a bank account.


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




6


Table of Contents

AMERICAN BUSINESS SERVICES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


Continued from previous page


Supplemental Disclosure

 

 

 

 

 

Cash paid for interest

$                   -

$               -

Cash paid for income taxes

$                   -

$               -



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



7



AMERICAN BUSINESS SERVICES, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS,

FOR THE THREE MONTH PERIODS ENDED MARCH31, 2016 AND 2015

(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 months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016. 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, 2015 included in our Form 10-K filed with the SEC.


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 months ended March 31, 2016 or 2015.




8


Table of Contents

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.


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. RELATED PARTY PAYABLE


During the three months ended March 31, 2016, the majority stockholder, Smith Electric Vehicles Corp. advanced $7,317 respectively, on behalf of the Company to pay current invoices received for services that had been rendered to the Company. As of March 31, 2016 and December 31, 2015, $910,543 and $93,226, respectively, has been advanced to the Company. These advances are unsecured, bear no interest and are repayable on demand.


NOTE 4. SALE AND TRANSFER OF A MAJOR STOCKHOLDER’S INTERESTS


During the three months ended March 31, 2016 and 2015, there has been no sale or transfer of a major stockholder’s interest.




9


Table of Contents


As of March 9, 2016, Bryan L. Hansel resigned as President and Chief Executive Officer, John Micek resigned as Chief Financial Officer and Director, and Robert Druten resigned as Director.


As of March 25, 2016 Jacques Schira was appointed as President, Chief Financial Officer, Secretary, and Director, and Geb Byron was appointed as Director.


As of May 10, 2016 Jacques Schira resigned as Chief Financial Officer and John Micek was appointed as Chief Financial Officer and Director.


NOTE 5. COMMON STOCK PLEDGED AS COLLATERAL


On October 5 2015, Smith Electric Vehicles entered into a $1,000,000 loan agreement with Active Way International Limited.  The drawdown date of the agreement was one business day after the agreement date for Loan A (repayment of the FDG Note) and Loan B (cash disbursement to Smith) was one business day after the payment to FDG to the borrower.  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 of the agreement 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.  As of May 16, 2016 this loan has not been repaid.


NOTE 6. SUBSEQUENT EVENTS


In accordance with ASC 855-10. “Subsequent Events” the Company has analyzed its operations subsequent to March 31, 2016 to the date these financial statements were available to be issued and has determined that other than as disclosed above, it does not have any material subsequent events to disclose in the financial statements.











10


Table of Contents


ITEM 2 .  Management’s Discussion and Analysis of Financial Condition and Results of Operations.


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 business plan.


Historically, the Company has loaned money through notes receivable on an ongoing basis to various companies related by common control.  At March 31, 2014, all these notes had been sold or repaid.


During the three months ended March 31, 2016, the majority stockholder, Smith Electric Vehicles Corp. advanced $7,317 on behalf of the Company to pay current invoices received for services that had been rendered to the Company. As of March 31, 2016, and December 31, 2015, $100,543 and $93,226 has been advanced to the Company.  These advances are unsecured, bear no interest and are repayable on demand.


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


During the three months ended March 31, 2016, we incurred a net loss of $7,317.  As a result, we had net cash used for operating activities of $7,317 for the three months ended March 31, 2016.


During the three months ended March 31, 2015, we incurred a net loss of $19,467.  As a result, we had net cash used for operating activities of $19,467 for the three months ended March 31, 2015.


Investing activities


During the three months ended March 31, 2016, we did not pursue any investing activities.


During the three months ended March 31, 2015, we did not pursue any investing activities.




11


Table of Contents


Financing activities


During the three months ended March 31, 2016, we received $7,317 by way of advances under a related party payable from Smith Electric Vehicles Corp. (“Smith”) (an 85.3% owner of American Business Services, Inc.)  As a result we generated net cash provided by financing activities of $7,317 during the three months ended March 31, 2016.


During the three months ended March 31, 2015, we received $29,080 by way of advances under a related party payable from Smith Electric Vehicles Corp. (“Smith”) (an 85.3% owner of American Business Services, Inc.).  As a result we generated net cash provided by financing activities of $29,080 during the three months ended March 31, 2016.


Results of Operations


Three months ended March 31, 2016 compared to the three months ended March 31, 2015


For the three months ended March 31, 2016, we did not receive any revenues.  We incurred general and administrative expenses of $7,317.  As a result, we incurred a net loss of $7,317 for the three months ended March 31, 2016.


Comparatively, for the three months ended March 31, 2015, we did not receive any revenues.  We incurred general and administrative expenses of $19,467.  As a result, we incurred a net loss of $19,467 for the three months ended March 31, 2015.


The decrease in expense in net loss for the three months ended March 31, 2016, compared to the three months ended March 31, 2015 is due to reduction in legal fees.

  

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 March 31, 2016, 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.




12


Table of Contents


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 March 31, 2016.  Based on this evaluation, our  president and chief financial officer have concluded that such controls and procedures are effective as of March 31, 2016, 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.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

13


Table of Contents


PART II – OTHER INFORMATION


Item 1.   Legal Proceedings


We were not subject to any legal proceedings during the three month periods ended March 31, 2016 or 2015, and, to the best of our knowledge and belief, none are pending or threatened.


Item 1A.  Risk Factors  


Not applicable for smaller reporting companies.


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds


No unregistered sales of equity took place during the three month periods ended March 31, 2016 or 2015.


Item 3.   Defaults Upon Senior Securities.


No senior securities were issued of outstanding during the three month periods ended March 31, 2016 or 2015.


Item 4.   Mine Safety Disclosures


Not applicable to our Company.


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





14

Table of Contents



SIGNATURES


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: May 23, 2016


American Business Services, Inc.


By:

/s/ Jacques Schira

Jacques Schira

President


/s/ John Micek

John Micek

Chief Financial Officer



 

 

 

 

 

 

 

 

 

 

 

 


 

15



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