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: September 30, 2007
[ ] 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
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
--------------
Check whether the Registrant (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 is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ( )No (X)
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 September 30, 2007
----------
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
AMERICAN BUSINESS CORPORATION
FORM 10-QSB - QUARTER ENDED SEPTEMBER 30, 2007
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.............................................2
Condensed Balance Sheets at September 30, 2007 (unaudited) and
December 31, 2006...............................................3
Condensed Statements of Operations for the Nine Months and
Three Months Ended September 30, 2007 and 2006 (unaudited)......4
Condensed Statement of Stockholders' Deficit for the Nine
Months and Three Months Ended September 30, 2007 (unaudited)....5
Condensed Statements of Cash Flows for the Nine Months Ended
September 30, 2007 and 2006 (unaudited).........................6
Notes to Condensed Financial Statements..........................7
Item 2. Management's Discussion and Analysis or Plan of Operation........9
Item 3. Controls and Procedures.........................................11
PART II - OTHER INFORMATION
Item 6. Exhibits........................................................12
SIGNATURES
SIGNATURES......................................................12
EXHIBITS.....................................................13-15
------------------------------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited condensed balance sheet of the Registrant as of September 30,
2007, the audited balance sheet at December 31, 2006, and the unaudited
condensed statements of operations, stockholders' deficit, and cash flows
for the nine month and three month periods ended September 30, 2007 and
2006 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
[unaudited]
September 30, December 31,
Assets 2007 2006
------------- ------------
Current assets -
Cash $ 700 $ 1,263
------------- ------------
Total current assets 700 1,263
Equipment, net -- 6,831
------------- ------------
Total assets $ 700 $ 8,094
============= ============
Liabilities and Stockholders' Deficit
Current liabilities
Accrued expenses $ 139,376 $ 139,376
Accrued interest 5,960,760 5,306,379
Due to related parties 5,011,602 4,685,333
Notes payable in default 6,311,460 6,311,460
Redeemable Series B,D and E Preferred
Stock, including accrued premium and
penalties of $12,435,302 and
$11,254,052 in 2007 and 2006,
respectively 17,685,302 16,504,052
Estimated liabilities for claims and
litigation 1,874,845 1,874,845
------------- ------------
Total current liabilities 36,983,345 34,821,445
------------- ------------
Stockholders' deficit
Preferred stock, no par value; 10,000,000
shares authorized, 545,250 shares of
Series A through E issued and
outstanding in 2007 and 2006 135,076 135,076
Common stock, par value $.001 per share;
500,000,000 shares authorized,
69,870,517 shares issued and
outstanding in 2007 and 2006 69,870 69,870
Additional paid-in capital 14,872,987 14,872,987
Accumulated deficit (52,060,578) (49,891,284)
------------- ------------
Total stockholders' deficit (36,982,645) (34,813,351)
------------- ------------
Total liabilities and stockholders'
deficit $ 700 $ 8,094
============= ============
See notes to condensed financial statements.
3
AMERICAN BUSINESS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
Nine Months Ended Three Months Ended
September 30, September 30,
------------- -------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues $ - $ - $ - $ -
----------- ----------- ----------- -----------
Operating Expenses:
Administrative expenses 221,765 226,757 64,235 87,661
Depreciation and amortization 6,831 3,415 2,277 1,139
Interest expense 1,940,698 1,934,623 647,422 645,367
----------- ----------- ----------- -----------
Total operating expenses 2,169,294 2,164,795 713,934 734,167
----------- ----------- ----------- -----------
Net loss $(2,169,294) $(2,164,795) $ (713,934) $ (734,167)
=========== =========== =========== ===========
Net loss per common share -
basic and fully-diluted $ (0.03) $ (0.03) $ (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,
2006 545,250 $135,076 69,870,517 $69,870 $14,872,987 $(49,891,284) $(34,813,351)
(unaudited)
Net loss, nine
months ended
September 30,
2007 - - - - - (2,169,294) (2,169,294)
--------- ------- ---------- ------- ---------- ------------ -----------
Balance,
September 30,
2007 545,250 $135,076 69,870,517 $69,870 $14,872,987 $(52,060,578) $(36,982,645)
========= ======= ========== ======= ========== ============ ===========
See notes to condensed financial statements.
5
AMERICAN BUSINESS CORPORATION
STATEMENTS OF CASH FLOWS
[Unaudited]
Nine Months Ended
September 30,
-----------------
2007 2006
------------- ------------
Cash flows from operating activities -
Net loss $ (2,169,294) $ (2,164,795)
Adjustments to reconcile net loss to net
cash used by operating activities
Depreciation and amortization expense 6,831 3,415
Increase (decrease) in accrued expenses -- (286,188)
Increase (decrease) in estimated liability
for claims and litigation -- 286,188
Increase in accrued interest 654,381 654,381
Increase in accrued penalties and premium
on redeemable Preferred Stock 1,181,250 1,181,250
------------- ------------
Net cash used by operating activities (326,832) (325,749)
------------- ------------
Cash flows from financing activities
Net proceeds from related parties 326,269 325,749
------------- ------------
Net cash provided by financing activities 326,269 325,749
------------- ------------
Net change in cash (563) --
Cash at beginning of period 1,263 649
------------- ------------
Cash at end of period $ 700 $ 649
============= ============
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 nine months ended September 30, 2007, and 2006
are not necessarily indicative of the results that may be expected for the
years ended December 31, 2007, and 2006. 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 year ended December 31, 2006
Note 2 - Estimates
In preparing the enclosed condensed financial statements in accordance with
U.S. generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X, management must make estimates and assumptions. These
estimates and assumptions affect the amounts reported for assets,
liabilities, revenues and expenses, as well as affecting the disclosures
provided. Future results could differ from the current estimates.
Note 3 - 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 voting securities, 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
September 30, 2007 is $2,405,214, which may be converted into common stock
at the rate of $0.01 per share. If Midwest converted that note into its
common share equivalent at September 30, 2007, Midwest's ownership of the
Company would increase to 83.6%.
7
In connection with its ongoing support of the Registrant's efforts to
reorganize, Midwest has advanced an aggregate of $2,606,388 (without
regard to the above-mentioned Secured Convertible Note purchased from
Brentwood Capital Corp.) to fund its activities through and including the
end of this fiscal quarter. At September 30, 2007, the indebtedness to
Midwest was as follows:
Direct working capital advanced $ 2,606,388
6% Secured Convertible Note purchased
from Brentwood Capital Corp. 2,405,214
------------
$ 5,011,602
============
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 8).
Note 4 - 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 5 - Income Taxes (Benefits)
At December 31, 2006, the Registrant had available approximately
$37,600,000 of net operating loss carry-forwards, which expire between
December 31, 2008 and December 31, 2023, that may be used to reduce future
taxable income. Federal income tax regulations require the Company's
continued compliance with change in control and other guidelines which, if
not met, may significantly reduce the Company's ability to utilize its loss
carry-forward.
Note 6 - 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 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 September 30, 2007 and December 31, 2006, as
a liability.
Note 7 - Going Concern
The Registrant's condensed 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.
8
As shown in the accompanying financial statements, the Registrant had
negative working capital at September 30, 2007, of $(36,982,645). In
addition, the Registrant has incurred an accumulated deficit of
$(52,060,578) through September 30, 2007. 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 financial statements do not include any
adjustments that might be necessary if the Registrant is unable to
continue as a going concern (see Note 8).
Note 8 - Bankruptcy Proceedings
On August 28, 2006 the Company was served 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 (Case Number 06-32184), and that it had 20 days
to examine the veracity of the claims of the petitioners, of which one was
Midwest, and respond before the Bankruptcy Court.
On September 18, 2006, the Company responded to the Bankruptcy Court
acknowledging that it was indebted to the Petitioners, however, that it had
been paying its creditors as agreed or seeking an agreeable basis for
payment with them. To that extent, the Company requested that the
Bankruptcy Court supervision sought by Petitioners be pursuant to Chapter
11 instead of Chapter 7 of the Bankruptcy Code, which the Court approved on
October 30, 2006.
On July 10, 2007 the Bankruptcy Court approved the mailing of our plan of
reorganization to creditors to vote upon within the sixty day period ended
September 8, 2007. The plan provides for the creation of a new common
stock which would be issued on the following basis: 1) one new share for
each dollar of indebtedness extinguished, 2) ten new shares for each share
of preferred stock cancelled, and 3) one new share for each 100 shares of
old common stock cancelled. On September 9, 2007, the Company advised the
Bankruptcy Court that its plan had been accepted by creditors, and that
subject to the court's confirmation of the Company's plan, Midwest had
agreed to purchase 15,000,000 new common shares for $500,000 to fund its
planned identification and combination with a profitable privately-held
business.
The Company's plan was confirmed by the Bankruptcy Court on October 26,
2007. The terms of the Plan provide for the Company's creditors to receive
one share of newly issued common stock (New Shares) for every dollar of
allowed claim expunged, preferred shareholders to receive ten New Shares
for each preferred share cancelled, and common shareholders to receive one
New Share for every 100 common shares cancelled under the Plan. Following
the distribution provided by the Plan, the Company's 69,870,517 common
shares outstanding will have been replaced with approximately 25,000,000
New Shares. The accompanying interim financial statements have not been
adjusted to give effect, retroactively, to the Company's confirmed plan of
reorganization.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
9
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 while it conducts its search for a
business combination candidate.
In connection with resolving its affairs, the Company has quantified its
remaining liability for claims and litigation arising from its failed
transportation business to approximate $1,874,845 at September 30, 2007.
The adequacy of this liability is reviewed quarterly by management. As a
result of the Company's pending bankruptcy proceedings, any remaining
claims will be dealt with in an orderly fashion under court supervision
(see Note 8).
Off-Balance Sheet Arrangements
During the nine months ended September 30, 2007, we had no off-balance
sheet arrangements that have or are reasonably likely to have a current or
future effect on the Company's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors. On
October 26, 2007 the court confirmed the Company's Plan of Arrangement
which will improve the Company's future financial condition - see Note 8
to the Financial Statements.
Forward Looking Statements
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.
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.
10
Discussion and Analysis of the Nine Months Ended September 30, 2007 and
2006:
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 nine months ended September
30, 2007 ("9M7") or the nine months ended September 30, 2006 ("9M6"). The
Registrant continues working through the resolution of its outstanding
indebtedness, claims and litigation.
Expenses and Income Taxes - Expenses for 9M7 were $2,169,294 compared to
$2,164,795 for 9M6. 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 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 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 $(2,169,294) for 9M7 compared to a net loss of $(2,164,795) for
9M6. When related to the weighted average number of common shares
outstanding during each period, per share results were a net loss of
$(0.03) for both periods.
Discussion and Analysis of the Three Months Ended September 30, 2007 and
2006:
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 three months ended September
30, 2007 ("3Q7") or the three months ended September 30, 2006 ("3Q6"). The
Registrant continues working through the resolution of its outstanding
indebtedness, claims and litigation.
Expenses and Income Taxes - Expenses for 3Q7 were $713,934 compared to
$734,167 for 3Q6. 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 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 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 $(713,934) for 3Q7 compared to a net loss of $(734,167) for 3Q6.
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.
11
Liquidity and Capital Resources
The Registrant is entirely dependent upon: (i) Midwest providing it with
certain advisory services in connection with resolution of its affairs;
(ii) Midwest's willingness to provide the Registrant with certain office
and administrative facilities; 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 the Registrant's affairs, or that their combined efforts will
lead to a successful business combination. Nonetheless, Midwest has
directly advanced the Registrant $2,606,388 through September 30, 2007, of
which $99,780 (inclusive of $35,545 accrued interest on the purchased 6%
Secured Convertible Note during 3Q7) evidences its continued support during
the current period.
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer carried
out an evaluation of the effectiveness of the Company's disclosure controls
and procedures (as defined in the Securities Exchange Act of 1934 Rules
13a-15(e) or 15d-15(e)) as of September 30, 2007, as required by paragraph
(b) of Exchange Act Rules 13a-15 or 15d-15. Based upon this evaluation,
the CEO and CFO has concluded that as of June 30, 2007, the Company's
disclosure controls and procedures are effective to provide reasonable
assurance that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in
the Commission's rules and forms and that information required to be
disclosed by the Company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to its management, including
its principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosures.
(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 officer.
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
Chief Financial Officer
Dated: November 15, 2007
12
EXHIBIT 31.1
AMERICAN BUSINESS CORPORATION
CERTIFICATIONS PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Anthony R. Russo certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American
Business Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report;
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 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 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; and
c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
13
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 15, 2007
/s/ Anthony R. Russo
----------------------
Chief Executive Officer
and Chief Financial Officer
14
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 September 30, 2007, as filed
with the Securities and Exchange Commission on November 15, 2007 (the
"Report"), the undersigned, in the capacities and on the date indicated
below, hereby certifies pursuant to 18 U.S.C. section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 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: November 15, 2007
/s/ Anthony R. Russo
----------------------
Chief Executive Officer
and Chief Financial Officer
15