U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-QSB
(Mark One)
[X] Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended: June 30, 2006
[ ] Transition report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period
from__________________ to ______________________.
Commission File No: 33-9640-LA
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AMERICAN BUSINESS CORPORATION
-----------------------------
(Name of small business in its charter)
Colorado 90-0249312
---------- ------------
(State or other jurisdiction of incorporation) (IRS Employer Id. No.)
11921 Brinley Avenue, Louisville, KY 40243
-------------------------------------------
(Address of Principal Office including Zip Code)
Issuer's telephone Number: (502) 410-6900
--------------
Indicate by check mark whether the Registrant (1) has 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 is a shell company (as
defined in Rule 12 b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, $.001 par value, 69,870,517 shares at June 30, 2006
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [ X ].
AMERICAN BUSINESS CORPORATION
FORM 10-QSB - QUARTER ENDED JUNE 30, 2006
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements..........................................2
Condensed Balance Sheets at June 30, 2006 (unaudited)
and December 31, 2005........................................3
Condensed Statements of Operations for the Six Months and
Three Months Ended June 30, 2006 and 2005 (unaudited)........4
Condensed Statement of Stockholders' Deficit for the
Six Months Ended June 30, 2006 (unaudited)...................5
Condensed Statements of Cash Flows for the Six Months Ended
June 30, 2006 and 2005 (unaudited)...........................6
Notes to Condensed Financial Statements.......................7
Item 2. Management's Discussion and Analysis..........................9
Item 3. Controls and Procedures .....................................11
PART II - OTHER INFORMATION
Item 6. Exhibits.....................................................12
SIGNATURES
SIGNATURES...................................................12
EXHIBITS..................................................13-14
-------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed balance sheet of the Registrant as of June 30,
2006, the audited balance sheet at December 31, 2005, and the unaudited
condensed statements of operations, stockholders' deficit, and cash
flows for the six and three month periods ended June 30, 2006 and 2005
follow. The unaudited condensed financial statements reflect all
adjustments that are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
2
AMERICAN BUSINESS CORPORATION
CONDENSED BALANCE SHEETS
June 30, 2006 December 31,
[unaudited] 2005
------------- ------------
Current assets -
Cash $ 649 $ 649
------------- ------------
Total current assets 649 649
Equipment, net 13,662 15,939
------------- ------------
Total assets $ 14,311 $ 16,588
============= ============
Liabilities and Stockholders' Deficit
Current liabilities
Accrued expenses $ 139,376 $ 425,564
Accrued interest 4,870,125 4,433,871
Due to related parties 4,416,268 4,211,671
Notes payable in default 6,311,460 6,311,460
Redeemable Series B,D and E Preferred
Stock, including accrued premium and
penalties of $10,466,552 and $9,679,052
in 2006 and 2005, respectively 15,716,552 14,929,052
Estimated liabilities for claims and
litigation 1,874,845 1,588,657
------------- ------------
Total current liabilities $ 33,328,626 $ 31,900,275
============= ============
Stockholders' deficit
Preferred stock, no par value; 10,000,000
shares authorized, 545,250 shares of
Series A through E issued and outstanding
in 2006 and 2005 135,076 135,076
Common stock, par value $.001 per share;
500,000,000 shares authorized, 69,870,517
shares issued and outstanding in 2006
and 2005 69,870 69,870
Additional paid-in capital 14,872,987 14,872,987
Accumulated deficit (48,392,248) (46,961,620)
------------- ------------
Total stockholders' deficit (33,314,315) (31,883,687)
------------- ------------
Total liabilities and
stockholders' deficit $ 14,311 $ 16,588
============= ============
See notes to condensed financial statements.
3
AMERICAN BUSINESS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
Six Months Ended Three Months Ended
June 30, June 30,
-------- --------
2005 2005
2006 RESTATED 2006 RESTATED
----------- ----------- ----------- -----------
Revenues $ - $ - $ - $ -
----------- ----------- ----------- -----------
Operating Expenses:
Administrative expenses 139,095 192,859 68,781 110,866
Depreciation and amortization 2,277 2,277 1,139 1,139
Interest expense 1,289,256 1,285,469 644,872 642,964
----------- ----------- ----------- -----------
Total operating expenses 1,430,628 1,480,605 714,792 754,969
----------- ----------- ----------- -----------
Net loss $(1,430,628) $(1,480,605) $ (714,792) $ (754,969)
=========== =========== =========== ===========
Net loss per common share -
basic and fully-diluted $ (0.02) $ (0.02) $ (0.01) $ (0.01)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding -
basic and fully-diluted 69,870,517 69,870,517 69,870,517 69,870,517
=========== =========== =========== ===========
See notes to condensed financial statements.
4
AMERICAN BUSINESS CORPORATION
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
Preferred Stock Additional Total
Series A - E Common Stock Paid-in Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Deficit
--------- ------- ---------- ------- ---------- ------------ -----------
Balance,
December 31,
2005 545,250 $135,076 69,870,512 $ 69,870 $14,872,987 $(46,961,620) $(31,883,687)
(unaudited)
Net loss -
six months ended
June 30, 2006 - - - - - (1,430,628) (1,430,628)
---------------- -------------------- ----------- ----------- -----------
Balance,
June 30, 2006 545,250 $135,076 69,870,512 $ 69,870 $14,872,987 (48,392,248) $(33,314,315)
================ ==================== =========== =========== ===========
See notes to condensed financial statements.
5
AMERICAN BUSINESS CORPORATION
STATEMENTS OF CASH FLOWS
[Unaudited]
Six Months Ended June 30,
------------------------
2005
2006 RESTATED
------------- ------------
Cash flows from operating activities -
Net loss $ (1,430,628) $ (1,480,605)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization expense 2,277 2,277
Changes in operating assets and liabilities:
Accrued expenses (286,188) 50,000
Estimated liability for claims and
litigation 286,188 --
Accrued interest 436,254 497,969
Accrued premium and penalties on
Redeemable Preferred Stock 787,500 787,500
------------- ------------
Net cash used in operating activities (204,597) (142,859)
------------- ------------
Cash flows from financing activities
Net proceeds from related parties 204,597 150,866
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Net cash provided by financing activities 204,597 150,866
------------- ------------
Net change in cash -- 8,007
Cash at beginning of period 649 6,845
------------- ------------
Cash at end of period $ 649 $ 14,852
============= ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
None.
See notes to condensed financial statements.
6
AMERICAN BUSINESS CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
Note 1 - Basis of presentation
The interim financial statements included herein are presented in
accordance with accounting principles generally accepted in the United
States of America and have been prepared by the Registrant, without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC"). Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Registrant believes that the disclosures are adequate to make the
information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments, which, in the opinion of management, are
necessary for fair presentation of the information contained therein.
The Registrant's operating results for the six and three months ended
June 30, 2006, and 2005 are not necessarily indicative of the results
that may be or were expected for the years ended December 31, 2006,
and 2005. It is suggested that these interim financial statements be
read in conjunction with the audited financial statements and notes
thereto of the Registrant included in its Form 10-KSB for the period
ended December 31, 2005.
Note 2 - Restatement
During 2005, the Company's management determined that previously
reported financial position and results of operations were materially
misstated as a result of an accounting error attributable to the
failure, since March 2002, to accrue interest, penalties and redemption
premium on the Company's defaulted notes payable and Series B, D and E
Preferred Stock. Management has analyzed and corrected the Company's
internal financial reporting system. The following is a summary of the
affect of this restatement on the six and three months ended June 30,
2005:
As Previously Net Effect of As
Reported Restatement Restated
Six Months Ended June 30,2005 ------------- ------------- --------
Interest expense $ 61,715 $ 1,223,754 $1,285,469
Net loss (256,851) (1,223,754) (1,480,605)
Net loss per share:
Basic and fully diluted (0.00) (0.02) (0.02)
-------------------------------------
Three Months Ended June 30, 2005
Interest expense $ 31,087 611,877 642,964
Net loss (143,092) (611,877) (754,969)
Net loss per share:
Basic and fully diluted (0.00) (0.01) (0.01)
-------------------------------------
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Note 2 - Related Party Transactions
As previously reported, and by virtue of beneficial ownership of: (i)
11,689,729 shares of the Company's common stock, (ii) 900,000 common
shares issuable upon conversion of outstanding shares of Series A
Convertible preferred stock, and (iii) 45,000,000 common share voting
equivalents attributable to outstanding shares of Series C preferred
stock, or 49.7% of the Registrant's total capitalization, the
Registrant may be deemed to be controlled by Midwest Merger Management,
LLC, a Kentucky limited liability company and its affiliates
("Midwest").
In addition to the foregoing interest, effective December 31, 2005,
Midwest acquired the 6% Secured Convertible Note formerly owned by
Brentwood Capital Corp. The amount including accrued interest due
under the note at December 31, 2005 is $2,199,669.80, which may be
converted into common stock at the rate of $0.01 per share. If Midwest
converted that note into its common shares at December 31, 2005,
Midwest's ownership of the Company would increase to 82.6%.
In connection with its ongoing support of the Registrant's efforts to
reorganize, Midwest has advanced it an aggregate of $4,314,492 to fund
its activities through and including the end of this fiscal quarter.
At June 30, 2006, the aggregate indebtedness to Midwest was as follows:
6% Secured Convertible Note $2,232,665
Working capital advances 2,183,603
---------
$4,416,268
=========
The Registrant intends to settle its aggregate obligations to Midwest
in the course of its planned reorganization with a profitable privately
owned business (see Note 6 and 7).
Note 3 - Per Share Results
The common share equivalents associated with the Registrant's issued
and outstanding convertible notes and Preferred Stock were not included
in computing per share results as their effects were anti-dilutive.
Note 4 - Income Taxes (Benefits)
At December 31, 2005, the Registrant had available approximately
$34,700,000 of net operating loss carry-forwards, which expire between
December 31, 2008 and December 31, 2021, that may be used to reduce
future taxable income.
Note 5 - Series B, D and E Preferred Stock
Pursuant to the provisions of their respective indentures, the Series
B, D and E Preferred Stock are entitled to receive a redemption
premium of 12% annually. The provisions of the Series B, D and E
Preferred Stock also allow the holders to redeem their shares upon the
occurrence of certain events including the Registrant's inability to
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issue free trading common stock to such holders because the shares have
not been registered under the Securities Act. During such periods of
non-compliance, the Series B, D and E Preferred indentures entitle
their holders to specified penalties. As the effectiveness of a
registration statement under the Securities Act is outside of
Registrant's control, the Series B, D and E Preferred Stock, together
with accrued premium and penalties, have been classified on the
Registrant's balance sheet at December 31, 2005 and June 30, 2006, as a
liability.
Note 6 - Going Concern
The Registrant's condensed consolidated financial statements have been
presented on the basis that it is a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the
normal course of business.
As shown in the accompanying financial statements, the Registrant had
negative working capital at June 30, 2006, of $(33,327,977). In
addition, the Registrant has incurred an accumulated deficit of
$(48,392,248) through June 30, 2006. The Registrant is dependent upon
the efforts of Midwest to fund its continued survival. The Registrant's
ability to continue to receive this level of support from Midwest is
uncertain. The condensed consolidated financial statements do not
include any adjustments that might be necessary if the Registrant is
unable to continue as a going concern (see Note 7).
Note 7 - Subsequent Event
On August 29, 2006 the Company reported on Form 8-K that it had been
served, on August 28, 2006, with notice that three of its creditors
filed an Involuntary Petition for relief under Chapter 7 of the U.S.
Bankruptcy Code in the United States Court for the Western District of
Kentucky in Louisville, KY on August 23, 2006 (Case Number 06-32184).
The Company has 20 days from the date of service to examine the
veracity of the claims of the three petitioners, of which one is
Midwest, and respond to the Petition before the Bankruptcy Court.
On September 18, 2006 we responded to the Petition acknowledging that
we are indebted to the Petitioners. However, the Company has been
paying its creditors as agreed or is seeking and agreeable basis for
payment with the remaining creditors. To that extent, the Company has
requested the Bankruptcy Court supervision sought by the Petitioners be
pursuant to Chapter 11 instead of Chapter 7 of the Bankruptcy Code. We
plan to vigorously defend our plans to combine with a profitable,
privately owned business and have no reason to believe that Midwest's
participation in the involuntary petition precludes its continued
support of our efforts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion contains forward-looking statements regarding
the Registrant, its business, prospects and results of operations that
are subject to certain risks and uncertainties posed by many factors
and events that could cause the Registrant's actual business,
prospects and results of operations to differ materially from those
that may be anticipated by such forward-looking statements. Factors
that may affect such forward-looking statements include, without
limitation, the Registrant's ability to resolve the affairs of its
creditors and other investors; or to locate and thereafter negotiate
and consummate a business combination with a profitable privately owned
company.
9
When used in this discussion, words such as "believes," "anticipates,"
"expects," "intends," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of
identifying forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak
only as of the date of this report. The Registrant undertakes no
obligation to revise any forward-looking statements in order to reflect
events or circumstances that may subsequently arise. Readers are urged
to carefully review and consider the various disclosures made by us in
this report and other reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the
Registrant's business.
Six Months Ended June 30, 2006 and 2005:
Revenue - As a direct result of the Registrant's inability to continue
its failing freight transportation services beyond November 2000, the
Registrant had no revenues during either the six months ended June 30,
2006 ("6M6") or the six months ended June 30, 2005 ("6M5"). The
Registrant continues working through the restructure of its debt and
the mitigation of outstanding claims and litigation.
Expenses and Income Taxes - Operating expenses for 6M6 were $1,430,628
compared to $1,480,605 (Restated) for 6M5. This level of expenses is
consistent with the Registrant's strategy of redirecting its focus
toward becoming a candidate to acquire or merge with a profitable,
privately-held business operation. Accordingly, the Registrant's
recurring administrative expenses include: (i) accrued interest on its
defaulted notes and accrued premium and penalties relating to its
Series B, D and E preferred stock, (ii) professional fees (legal and
accounting) and management fees associated with the resolution of the
Registrant's affairs with its former creditors and investors,
maintenance of reporting requirements and good standing, (iii)
ancillary expenses, and (iv) minimum franchise taxes.
Net Loss - As a result of the foregoing, the Registrant experienced a
net loss of $(1,430,628) for 6M6 compared to a net loss of $(1,480,605)
for 6M5 (Restated). When related to the weighted average number of
common shares outstanding during each period, per share results were a
net loss of $(0.02) for both periods.
Quarters Ended June 30, 2006 and 2005:
Revenue - As a direct result of the Registrant's inability to continue
its failing freight transportation services beyond November 2000, the
Registrant had no revenues during either the second quarter ended June
30, 2006 ("2Q6") or the second quarter ended June 30, 2005 ("2Q5").
The Registrant continues working through the restructure of its debt
and the mitigation of outstanding claims and litigation.
Expenses and Income Taxes - Operating expenses for 2Q6 were $714,792
compared to $754,969 (Restated) for 2Q5. This level of expenses is
consistent with the Registrant's strategy of redirecting its focus
toward becoming a candidate to acquire or
10
merge with a profitable, privately-held business operation.
Accordingly, the Registrant's recurring administrative expenses
include: (i) accrued interest on its defaulted notes and accrued
premium and penalties relating to its Series B, D and E preferred
stock, (ii) professional fees (legal and accounting) and management
fees associated with the resolution of the Registrant's affairs with
its former creditors and investors, maintenance of its reporting
requirements, and good standing, (iii) other ancillary expenses, and
(iv) the payment of minimum franchise taxes.
Net Loss - As a result of the foregoing, the Registrant experienced a
net loss of $(714,792) for 2Q6 compared to a net loss of $(754,969) for
2Q5 (Restated). When related to the weighted average number of common
shares outstanding during each period, per share results were a net
loss of $(0.01) for both periods.
Liquidity and Capital Resources
The Registrant does not have any capital resources. Consistent with
the inability to continue its failed freight transportation services
business beyond November 2000, and its subsequent disposition of its
remaining interest in that operation in connection with funding of the
GE Credit Corp. settlement in September 2002, the Registrant's
principal activity has been centered in resolving the claims of its
former creditors so it may seek a new business combination. In this
connection, Midwest has agreed to provide Registrant with reasonable
legal, accounting and administrative resources to resolve its affairs
and conduct its search for a business combination candidate.
Accordingly, the Registrant is entirely dependent upon: (i) Midwest
providing the Registrant with certain advisory services in connection
with the resolution of its affairs on favorable terms; (ii) the
willingness of Midwest to provide the Registrant with certain office
and administrative facilities and to fund virtually all of the
Registrant's settlements with its creditors; and (iii) the Registrant's
successful implementation of a business combination with a profitable
operating company. There can be no assurances that Midwest will be
successful in resolving all or substantially all of Registrant's
affairs, that it will fund any further settlements, or that the
combined efforts of Midwest and the Registrant will lead to a
successful business combination.
Nonetheless, Midwest has advanced the Registrant $4,416,268 at June 30,
2006, $101,776 of which evidences its continued support during 2Q6.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Registrant maintains controls and procedures designed to ensure
that information required to be disclosed in the reports that the
Registrant files or submits under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon their evaluation of those controls and
11
procedures performed as of the end of the period covered by this
report, the Chief Executive and Chief Financial officers of the
Registrant concluded that the Registrant's disclosure controls and
procedures were effective as more further described in Rule 13a-15(c)
of the Securities Exchange Act of 1934.
(b) Changes in Internal Controls
The Registrant made no significant changes in its internal controls or
in other factors that could significantly affect these controls
subsequent to the date of the evaluation of those controls by the Chief
Executive and Chief Financial officers.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
31.1 - Certification Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 - Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
American Business Corporation
By: /s/ Anthony R. Russo
-----------------------
Chief Executive Officer, and Director
By: /s/ Anthony R. Russo
-----------------------
Chief Financial Officer
Dated: September 20, 2006
12
EXHIBIT 31.1
AMERICAN BUSINESS CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony R. Russo, the Registrant's Chief Executive and Chief
Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American
Business Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report; and
4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Registrant and have:
a) Designed and recently commenced the implementation of such
disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under my supervision, to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report
is being prepared; and
b) Evaluated the increasing effectiveness of the Registrant's
disclosure controls and procedures and presented in this report my
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based
on such evaluation.
Dated: September 20, 2006
/s/ Anthony R. Russo
------------------------
Chief Executive Officer
and Chief Financial Officer
13
EXHIBIT 32.1
AMERICAN BUSINESS CORPORATION
CERTIFICATION PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Business
Corporation on Form 10-QSB for the quarterly period ended June 30,
2006, as filed with the Securities and Exchange Commission on September
20, 2006 (the "Report"), the undersigned, in the capacities and on the
dates indicated below, hereby certifies pursuant to 18 U.S.C. section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2003, that:
(1) The Report fully complies with requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
American Business Corporation.
Date: September 20, 2006
/s/ Anthony R. Russo
------------------------
Chief Executive Officer
and Chief Financial Officer
14