U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended August 31, 2003 Commission File Number: 333-101762
AMERICAN BUSING CORPORATION
(Name of small business issuer in its charter)
Nevada 4700 33-1025552
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Number) Identification No.)
organization)
6075 S. Eastern Avenue, Suite 1
Las Vegas, Nevada USA, 89119-3146
(registered office)
23518 N. 78th Street, Scottsdale Arizona, 85255
Tel: (602) 206-3582 Fax: (480)502-0412.
(operating office)
With copy to:
Stepp Law Group
32 Executive Park, Suite 105
Irvine, California 92614
Tel: (949) 660-9700 Fax: (949) 660-9010
(Agent for Service)
Securities Registered under Section 12(b) of the Exchange Act:
Common Stock - .001 Par Value NASD OTC: BB
(Title of Class) (Name of exchange on which registered)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.
Yes [X] No [ ]
The issuer's revenues for its most recent fiscal year were $129,781
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
sold, as at November17, 2003 was: Not applicable as no sales to date.
As at November 14, 2003 the registrant had 11,075,000 shares of common stock,
$.001 par value, issued and outstanding.
Documents Incorporated By Reference: None
Transitional Small Business Issuer Disclosure Format (check one):
Yes [ ] No [X]
AMERICAN BUSING CORPORATION
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TABLE OF CONTENTS
-----------------
PART I........................................................................1
ITEM 1. DESCRIPTION OF BUSINESS...........................................1
ITEM 2. DESCRIPTION OF PROPERTY...........................................2
ITEM 3. LEGAL PROCEEDINGS.................................................3
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...............3
PART II.......................................................................3
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........3
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS..............................3
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......................6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE..........................................20
ITEM 8A. CONTROLS AND PROCEDURES..........................................20
PART III.....................................................................21
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.........................21
ITEM 10. EXECUTIVE COMPENSATION...........................................21
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS...........................................22
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................22
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................23
SIGNATURES................................................................23
CERTIFICATIONS*..............................................................24
EXHIBIT......................................................................25
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10KSB - Annual Report 2003 Page i
AMERICAN BUSING CORPORATION
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PART I
------
ITEM 1. DESCRIPTION OF BUSINESS
--------------------------------
Paratransit Busing Corporation was incorporated on July 23, 2002, for the
purpose of participating in the transportation industry. In that regard,
Paratransit Busing Corporation caused American Busing Company, a Nevada
corporation, to be formed on August 5, 2002, and Able Busing Corporation, a
Saskatchewan corporation, to be formed on August 7, 2002.
Paratransit Busing Corporation is owned by Perry Ceccarelli. Shortly after
incorporating Paratransit Busing Corporation, American Busing Company, and Able
Busing Corporation, Mr. Ceccarelli learned that his mother had little time to
live, and, therefore, Mr. Ceccarelli decided to discontinue the participation by
him and Paratransit Busing Corporation in the transportation business.
Paratransit Busing Corporation is considered to be our predecessor from the
period commencing on July 23, 2002, until August 5, 2002 (our date of
incorporation). During this time Paratransit Busing Corporation had no
operations. We have no financial statements of Paratransit Busing Corporation to
include herein. We believe that the financial situation of Paratransit Busing
Corporation for that period that it was our predecessor are not material and,
therefore, we have decided not to include those financial statements herein.
We were established for the purpose of conducting the business of busing
handicapped persons to various educational programs that are undertaken by their
caregivers. It is the Company's objective to provide to its clients an
efficient, professional and safe transportation of these persons to and from
their learning programs.
To accomplish the above objective the founder of our company, Perry Ceccarelli,
had his company Paratransit Busing Corporation establish American Busing Company
(a Nevada company) and Able Busing Corporation (a Saskatchewan, Canada company).
Once this was completed a reorganization was put into effect so that American
Busing Corporation solely owned Able Busing Corporation. The reorganization was
effected by Paratransit Busing Corporation selling its 100 shares in Able Busing
Corporation to us in exchange for 8,000,000 common shares in our company. This
transaction is commonly referred to as a reverse acquisition. There were no
material agreements in completing this reverse acquisition because Paratransit
Busing Corporation controlled both Able Busing Corporation and American Busing
Corporation. Able Busing Corporation was not an operating entity prior to the
reverse acquisition. The business purpose for performing the reverse acquisition
was to establish a parent and subsidiary corporate structure that allowed our
company to carry on business in the Province of Saskatchewan, Canada through a
subsidiary corporation registered to carry on business in that province. The
Company is the sole shareholder of Able Busing Company established for the
purpose of busing handicapped or mentally challenged persons for Cosmopolitan
Learning Centre Inc. in the Province of Saskatchewan, Canada. The Company has
established this subsidiary to enter the transportation industry in this market.
The sole director of the subsidiary is Ms. Kim Dmuchowski. We employ 8 employees
including Mr. Forister and Ms. Dmuchowski with no full time employee's.
Mr. Perry Ceccarelli was from the date of our inception (August 5, 2002) to the
date of his departure on November 12, 2002 the sole director and officer of our
company. Mr. Ceccarelli resigned these positions on November 12, 2002 because of
the impending death of his mother and therefore was unable to fulfill his duties
to the Company. As a result we redeemed Paratransit Busing Corporation 8,000,000
shares for no consideration and issued from treasury an additional 8,000,000
shares to Mr. Edmond Forister an existing shareholder in our company for $10,
which passed control to Mr. Edmond Forister. Mr. Edmond Forister then became the
sole director and officer of our company and still maintains those roles to the
date of this registration statement.
We have insured our buses from loss or damage through the purchase of our
Government of Saskatchewan license plates. This insurance is provided by the
Government of Saskatchewan and is provided to every vehicle license plate holder
by law. If our buses are in an accident that is our fault we have to pay a $750
deductible. This deductible pays to repair our bus and the other persons
vehicle. If the accident is not our fault we pay nothing and the government
sponsored insurance fund pays for the repair of our bus. We also carry
$2,000,000 personal insurance if any person or third party is injured on or by
our buses.
The role of Mr. Edmond Forister, the sole officer and director of the Company,
is to ensure all private placement funding is conducted in accordance with all
securities legislation; that all accounting functions in the parent and
subsidiary are complete and accurate and prepared in a timely fashion; and, to
ensure all Federal and State public filings are complete and accurate.
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10-KSB Annual Report 2003 Page 1
AMERICAN BUSING CORPORATION
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The role of Ms. Kim Dmuchowski is to conduct the day-to-day operations of the
subsidiary to the satisfaction of our one client, Cosmopolitan Learning Centre
Inc. Ms. Dmuchowski ensures that the drivers maintain their buses and student
delivery schedules are maintained. The drivers of the buses have a high degree
of autonomy in determining their routes, schedules and are responsible for
maintaining the bus that they drive and reporting the cost to Ms. Dmuchowski for
payment by the subsidiary company. Mr. Dmuchowski is responsible for handling
all complaints for the client.
The Company's subsidiary, Able Busing Company, executed a material contract with
the Cosmopolitan Learning Centre Inc. on August 26, 2002 to provide busing
services. This contract is for a term of two years and pays the subsidiary
company $10,697.97 USD ($16,980.90 CDN) including Goods and Services Tax each
month or $128,375.60 USD ($203,770.80 CDN) annually. The contract has provisions
to increase this compensation by the amount of $94.31 USD ($149.71 CDN) plus
Goods and Services Tax for each person that is bused in excess of 106 persons.
The contract also provide for a 3% inflation increase to the above prices after
the first year of service.
The Company intends to target the following primary markets:
a) Other organizations requiring the busing of their handicapped or
mentally challenged persons;
b) Urban private and public school busing of students from kindergarten
to completion of high school;
c) Rural private and public school busing of students from kindergarten
to completion of high school.
The competitive business condition faced by our Company is the ability to lobby
decision makers who decide busing contracts. Upon the awarding of a contract,
the Company can obtain financing, if required, based on the terms of this
contract with major financial institutions who lend money by taking as security
the income stream from the contract. In the busing industry the bus drivers who
drive the bus will follow the company who obtains the contract. In our
circumstances with Cosmopolitan Learning Centre Inc. we effectively lobbied the
decision makers and won the contract, purchased the buses from the previous
contractor and hired the drivers who drove those buses.
Our Company is one of the smallest busing companies in the busing industry in
the Province of Saskatchewan. We intend to increase our position in the industry
by effectively lobbying other decision makers as the busing contracts come up
for bid or renewal.
The Company believes that the overall growth of its business will be prefaced on
the reference it receives from its performance on the Cosmopolitan Learning
Centre Inc. contract. Upon a good reference being received endorsing the
Company's successful performance of the contract it will be able to apply or bid
on other similar contracts in this industry. No government approval is required
for the busing of handicapped students in the Province of Saskatchewan nor are
we aware of the necessity for government approval of busing handicapped students
in other markets we might be interested in.
On July 15, 2003 the Board of Directors of Cosmopolitan Learning Centre Inc. was
to vote on extending our contract with it under similar terms and conditions for
a period of 5 years. We are now advised that the vote will occur in December.
FORWARD LOOKING STATEMENTS
--------------------------
Certain statements contained herein constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These forward-looking statements can be identified
by the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "intends,"
"will," or similar terms. These statements appear in a number of places in this
report and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) trends affecting the Company's financial condition or
results of operations, (ii) the Company's business and growth strategies, (iii)
the wireless Internet and mobile commerce and (iv) the Company's financing
plans. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those
projected in the forward-looking statements as a result of various factors set
forth under "Risk Factors" and elsewhere in this report. The preceding
discussion of the financial condition and results of operations of the Company
should be read in conjunction with the financial statements and notes related
thereto included elsewhere in this report.
ITEM 2. DESCRIPTION OF PROPERTY
--------------------------------
Our operating facilities are located at 23518 North 78th Street Scottsdale,
Arizona, 85255 and 5536 Ballantine Court, Regina, Saskatchewan. These facilities
are provided to us at no charge by Mr. Forister director of the Company and the
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10-KSB Annual Report 2003 Page 2
AMERICAN BUSING CORPORATION
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director of our subsidiary, Able Busing Corporation, Kim Dmuchowski, each of
which are located in their residence. The Canadian operating facility functions
as our main operating facility.
Our fleet of buses (7) are in good condition (4 to 5 years of remaining life),
having a capacity of 24 passengers with the average age of each bus being 10 to
17 years old. The buses are owned by Able Busing Corporation, our 100% owned
subsidiary and will be sufficient to conduct our business activities for the
next twelve months.
ITEM 3. LEGAL PROCEEDINGS
--------------------------
We are not aware of any legal proceedings against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
None.
PART II
-------
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-----------------------------------------------------------------
American Busing Corporation common stock has been quoted for trading on the OTC
BB since June 5, 2003. Accordingly, there has been a limited public market for
the Company's common stock. The following table sets forth high and low bid
prices for the common stock for our fiscal year ending August 31, 2003. These
prices represent quotations between dealers without adjustment for retail
markup, markdown or commission and may or may not represent actual transactions.
Fiscal Period High Low
------------------------------------------------
2003
----
First Quarter $0.000 $0.000*
Second Quarter $0.000 $0.000*
Third Quarter $0.000 $0.000*
Fourth Quarter $0.250 $0.010
* Our common shares were not traded during the first 3 quarters of fiscal
2002-2003.
As at November 14, 2003, the Company had approximately 22 registered
shareholders owning 11,075,000 shares that were issued and outstanding with
11,050,000 shares being registered and 25,000 shares being restricted.
American Busing Corporation has not declared, and does not foresee declaring,
any dividends now or in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------
The discussion in this Report contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
discussed herein. Such risks and uncertainties are detailed in filings with the
Securities and Exchange Commission, including without limitation those discussed
in this section.
RESULTS OF OPERATIONS - FOR THE YEARS ENDED AUGUST 31, 2003 AND AUGUST 31, 2002
The following discussion should be read in conjunction with our consolidated
financial statements and the related notes appearing at Schedule "A" in this
annual report.
INTRODUCTION
------------
We have received a going concern opinion from our auditors because we have not
generated sufficient revenues to earn a profit since we commenced business on
August 26, 2002. Our deficit as of August 31, 2003 is $43,390 compared to
retained earnings of $73 as of August 31, 2002. The discussion below provides an
overview of our operations, discusses our results of operations and our
liquidity and capital resources.
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10-KSB Annual Report 2003 Page 3
AMERICAN BUSING CORPORATION
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Overview
--------
From the date of our incorporation on August 5, 2002 until August 31, 2003, we
have been a development-stage company. Our operating activities during this
period consisted primarily of securing our contract with Cosmopolitan Learning
Centre Inc., securing the purchase of buses and hiring drivers to bus the
students and performing our obligations under our contract.
Our financial statements are prepared in accordance with U.S. generally accepted
accounting principles. We have expensed all development expenses related to the
establishment of Able Busing Corporation, our subsidiary corporation, and the
corresponding professional fees incurred to establish our subsidiary.
Results of Operations
---------------------
Our operating expenses are classified into nine categories:
o Transportation expense;
o Salaries;
o Depreciation;
o Insurance and licenses;
o Professional services;
o Management fees;
o Services paid by issuing common stock;
o Administrative expenses; and
o Income taxes.
Transportation expense consists primarily of those expenditures incurred to
operate the buses.
Salaries consist primarily of those expenditures to pay drivers and one
management person.
Depreciation consists primarily of the loss in capital value of the buses.
Insurance and licenses consist primarily of insuring and license fees for the
vehicles.
Professional services consist primarily of those expenditures to pay for our
attorney and auditor.
Management fees consist primarily of that compensation paid to management.
Services paid by issuing common stock consist primarily of the cost for services
rendered to the Company by the former director, Mr. Perry Ceccarelli, including
organizing the company, establishing business plans and day to day business. We
do not intend on issuing stock for services in the future
Administrative expenses consist primarily of those expenditures that relate to
the administration of the Company and costs to lobby for contracts.
Income taxes are those expenses paid as required by the Revenue authorities in
the jurisdictions the company operates.
We have lost $43,463 from operations during the fiscal period ended August 31,
2003 as compared to our company earning $73 from operations for our fiscal year
ended August 31, 2002. The main reason for the difference is attributable to the
fact that our results of operations for this fiscal year ended reflect a full 12
months of operation whereas last years profit was earned during the first 5 days
of operation. We therefore are comparing 5 days of operation for the fiscal year
ended August 31, 2002 to a full year of operation for the fiscal year ended
August 31, 2003. This same analysis will apply to each expense category
discussed below.
We are attempting to overall reduce our expenses in the future by working
closely with our professionals to reduce their fees. Our "going public"
expenditures were high and a one-time expense. We expect to reduce our on-going
public expenditures in fiscal 2004.
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10-KSB Annual Report 2003 Page 4
AMERICAN BUSING CORPORATION
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We anticipate that our transportation expense will remain constant in the future
because the buses generally travel the same pre-arranged routes each day. We
anticipate that this expense will be approximately $44,000 for the period
September 1, 2003 to August 31, 2004.
We anticipate that our salaries will remain constant in the future because the
drivers have remained constant and their will no to little wage increase. We
therefore estimate that the expense will be approximately $32,000 for the period
September 1, 2003 to August 31, 2004.
We anticipate that our depreciation expense will remain constant in the future
because we utilize the straight line method of depreciation and we do not
anticipate having to buy more buses. We therefore estimate that the expense will
be approximately $3,200 for the periods September 1, 2003 to August 31, 2004.
We anticipate that our insurance and licenses expense will remain constant in
the future because the insurance and licenses for our buses has not materially
increased. We anticipate that this expense will be approximately $4,600 for the
period September 1, 2003 to August 31, 2004.
We expended $37,199 from operations for Professional services during the fiscal
period ended August 31, 2003 as compared to our company spending zero on the
expense category for our fiscal year ended August 31, 2002. We expect this
expense to decrease in the future because the "going public" process was a
one-time expenditure and a learning experience for management. We are more
familiar with the process and anticipate being more coordinated in preparing our
quarterly and annual reporting requirements. We anticipate our expense in this
category to be approximately $20,000 for the period September 1, 2003 to August
31, 2004.
We expended $42,421 from operations for management fees during the fiscal period
ended August 31, 2003 as compared to our company spending zero on the expense
category for our fiscal year ended August 31, 2002. This difference is as a
result of operating the subsidiary for a full 12 months for the fiscal period
ended August 31, 2003 versus operating the subsidiary for 5 days for the fiscal
period ended August 31, 2002, as explained above. We anticipate this expense to
remain relatively the same for the fiscal period September 1, 2003 to August 31,
2003.
Our services paid by issuing common stock was $3,750. We anticipated that this
expense would be zero in the future which it was.
We anticipate that our administrative expenses will remain constant in the
future because we will continue to file our quarterly and annual reports with
the Securities and Exchange Commission. We anticipate that this expense will be
$5,000 for the periods September 1, 2003 to August 31, 2004.
We anticipate that our income taxes will be zero for the period September 1,
2003 to August 31, 2004 because we will not earn a profit in 2004.
Financial Condition
-------------------
Our company is still in its infancy and has secured a major contract for busing
handicapped students to their learning activities. This is a success for us and
sets the ground work for bidding on other busing contracts of a similar nature
because it gives our company credibility in this industry. Our company's
financial condition is not secure however and still requires investment from
shareholders to continue its operation. We anticipate that this will subside
over time so that our company can be sustained from its operating income. This
will occur when we secure another contract of a similar nature to what we have
now.
Changes in Financial Condition
------------------------------
Once again due to the fact that we operated for only 5 days in the fiscal year
ended August 31, 2002 it is hard to compare the results from that time period to
this twelve month fiscal year ended August 31, 2003. During this fiscal year
ended August 31, 2003 the controlling shareholder of our company loaned it
$20,000 and raised $12,510 in share capital. These activities account for the
majority of the shortfall in operating profit. We expect to reduce the need for
these financing activities next year by reducing our fees for professionals and
therefore allowing us to pay down the loan and to prevent us from having to
potentially raise more income from share issuances.
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10-KSB Annual Report 2003 Page 5
AMERICAN BUSING CORPORATION
(a Development Stage Company)
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
Page
----
Consolidated Financial Statements:
Consolidated Balance Sheets F-2
Consolidated Statement of Operations F-3
Consolidated Statement of Changes in Stockholders' Equity F-4 to F-5
Consolidated Statement of Cash Flows F-6
Notes to Consolidated Financial Statements F-7 to F-13
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10-KSB Annual Report 2003 Page 6
Report of Independent Certified Public Accountants
--------------------------------------------------
The Board of Directors
American Busing Corporation
Scottsdale, Arizona
We have audited the accompanying consolidated balance sheet of American Busing
Corporation (A Development Stage Company) as of August 31, 2002 and 2003 and the
related statements of operations, stockholders' equity and cash flows for the
period from August 7, 2002 (inception) through August 31, 2002 and the year
ending August 31, 2003. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements, referred to above,
present fairly, in all material respects, the financial position of American
Busing Corporation as of August 31, 2002 and 2003 and the results of its
operations, changes in its stockholders' equity and its cash flows for the
period from August 7, 2002 (inception) through August 31, 2002 and the year
ending August 31, 2003 in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As described in Note 4, the
Company has an accumulated deficit, minimal working capital and nominal business
operations, which raises substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Miller and McCollom
MILLER AND MCCOLLOM
Certified Public Accountants
4350 Wadsworth Boulevard, Suite 300
Wheat Ridge, Colorado 80033
November 12, 2003
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10-KSB Annual Report 2003 Page 7
AMERICAN BUSING CORPORATION
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
August 31, August 31,
2003 2002
---------------- ----------------
CURRENT ASSETS
Cash $ 1,706 $ 2,091
---------------- ----------------
Total current assets 1,706 2,091
---------------- ----------------
PROPERTY AND EQUIPMENT
Transportation equipment (net of accumulated
depreciation of $3,588 at August 31, 2003; $67
at August 31, 2002) 9,166 10,318
---------------- ----------------
Total property and equipment 9,166 10,318
---------------- ----------------
Total assets $ 10,872 $ 12,409
================ ================
CURRENT LIABILITIES
Accounts payable $ 10,942 $ 11,142
Advances from shareholder 20,000 --
Due to related parties 6,899 780
Income tax payable -- 349
---------------- ----------------
Total current liabilities 37,841 12,271
---------------- ----------------
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 75,000,000 shares 11,075 8,000
Additional paid-in capital 13,240 --
Discount on common stock issued (7,990) (7,935)
Income (deficit) accumulated during the
Development period (43,390) 73
Other accumulated comprehensive income 106 --
---------------- ----------------
(26,959) 138
Less: share subscription receivable 10 --
---------------- ----------------
Total stockholders' equity (26,969) 138
---------------- ----------------
Total liabilities and stockholders' equity $ 10,872 $ 12,409
================ ================
The accompanying notes are an integral part ofthe financial statements.
F-2
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10-KSB Annual Report 2003 Page 8
AMERICAN BUSING CORPORATION
(a Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
August 7, August 7,
2002 2002
(Inception) (Inception)
Year Ended Through Through
August 31, August 31, August 31,
2003 2002 2003
---------------- ---------------- ----------------
Revenues $ 129,781 $ 2,613 $ 132,394
---------------- ---------------- ----------------
Expenses:
Transportation expense 44,355 518 44,873
Salaries 31,883 520 32,403
Advertising 296 -- 296
Depreciation 3,287 67 3,354
Insurance and Licenses 4,652 240 4,892
Professional Services 37,199 -- 40,949
Management fees 42,421 -- 42,421
Services paid by issuing common shares 3,750 65 65
Administrative expenses 5,556 781 6,337
---------------- ---------------- ----------------
Total expenses 173,599 2,191 175,590
---------------- ---------------- ----------------
Income (loss) from operations (43,618) 422 (43,196)
---------------- ---------------- ----------------
Interest expense (194) -- (194)
Income taxes (benefit) (349) 349 --
---------------- ---------------- ----------------
Net Income (Loss) (43,463) $ 73 $ (43,390)
================ ================ ================
Net Income per common share
$ * $ * $ *
Average common shares outstanding 10,590,686 7,666,667 10,434,346
* Less than $.01 per share
Other Comprehensive Income:
Net Income
(43,463) $ 73 $ (43,390)
Foreign currency translation adjustment 106 106
---------------- ---------------- ----------------
Total comprehensive income
(43,357) $ 73 $ (43,284)
================ ================ ================
The accompanying notes are an integral part of the financial statements.
F-3
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10-KSB Annual Report 2003 Page 9
AMERICAN BUSING CORPORATION
(a Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
August 7, 2002 (Inception) Through August 31, 2003
Income
Accumulated
Accumulated During
Common Common Discount Other the
Stock Stock On Paid in Comprehensive Development
Shares Amount Common Stock Capital Income Stage Total
----------- ------------ ------------ ------------ ------------- ------------ ------------
Common stock issued on
August 7, 2002 100 $ 65 $ -- $ -- $ -- $ -- $ 65
Recapitalization on reverse
acquisition August 8, 2002 7,999,900 7,935 (7,935) -- -- -- --
Net income for the period
from August 7, 2002
(inception) through
August 31, 2002 -- -- -- -- -- 73 73
----------- ------------ ------------ ------------ ------------- ------------ ------------
Balance August 31, 2002 8,000,000 8,000 (7,935) -- -- 73 138
Common stock issued on
October 22, 2002 private
placement 2,000,000 2,000 -- -- -- -- 2,000
Common stock issued on
October 31, 2002 private
placement 1,050,000 1,050 -- 9,450 -- -- 10,500
Redemption of common stock
November 12, 2002 (8,000,000) (8,000) 7,935 65 -- -- --
Issuance of common stock on
November 12, 2002 8,000,000 8,000 (7,990) -- -- -- 10
Issuance of common stock on
June 6, 2003 25,000 25 -- 3,725 -- -- 3,750
----------- ------------ ------------ ------------ ------------- ------------ ------------
The accompanying notes are an integral part of the financial statements.
F-4
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10-KSB Annual Report 2003 Page 10
AMERICAN BUSING CORPORATION
(a Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------
August 7, 2002 (Inception) Through August 31, 2003
Continued
Income
Accumulated
Accumulated During
Common Common Discount Other the
Stock Stock On Paid in Comprehensive Development
Shares Amount Common Stock Capital Income Stage Total
----------- ------------ ------------ ------------ ------------- ------------ ------------
Net income for the period
from September 1, 2002
through August 31, 2003 -- -- -- -- -- (43,463) (43,463)
----------- ------------ ------------ ------------ ------------- ------------ ------------
11,075,000 11,075 (7,990) 13,240 106 (43,390) (26,959)
Less common stock
subscription receivable -- -- -- -- -- -- (10)
----------- ------------ ------------ ------------ ------------- ------------ ------------
Balance, August 31, 2003 11,075,000 $ 11,075 $ (7,990) $ 13,240 $ 106 $ (43,390) $ (26,969)
=========== ============ ============ ============ ============= ============ ============
The accompanying notes are an integral part of the financial statements.
F-5
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 11
AMERICAN BUSING CORPORATION
(a Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
-----------------------------------
August 7, August 7,
2002 2002
(Inception) (Inception)
Year Ended Through Through
August 31, August 31, August 31,
2003 2002 2003
---------------- ---------------- ----------------
Cash flows from operating activities:
Net Income (loss) $ (43,463) $ 73 $ (43,390)
Reconciling Adjustments:
Depreciation 3,287 67 3,354
Common stock issued for services 3,750 65 3,815
Change in operating assets and liabilities:
Accounts payable (200) 11,142 10,942
Accounts payable - related parties 6,119 780 6,899
Income tax payable (349) 349 --
---------------- ---------------- ----------------
Net cash provided by operating activities (30,856) (18,380)
---------------- ---------------- ----------------
Cash flows from financing activities:
Common shares sold 12,500 -- 12,500
Shareholder's loan 20,000 -- 20,000
---------------- ---------------- ----------------
Cash provided by financing activities 32,500 -- 32,500
---------------- ---------------- ----------------
Cash flows from investing activities:
Acquisition of property and equipment (2,135) (10,385) (12,520)
---------------- ---------------- ----------------
Cash (used) by investing activities (2,135) (10,385) (12,520)
---------------- ---------------- ----------------
Foreign currency translation adjustment 106 -- 106
---------------- ---------------- ----------------
Net change in cash (385) 2,091 1,706
Beginning cash balance 2,091 -- --
---------------- ---------------- ----------------
Ending cash balance $ 1,706 $ 2,091 $ 1,706
================ ================ ================
Supplemental disclosure of cash flow information:
Cash paid during the period for -
Interest $ 194 $ -- $ --
Income taxes $ -- $ -- $ --
The accompanying notes are an integral part of the financial statements.
F-6
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 12
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
Note 1 - Organization and Summary of Accounting Principles
----------------------------------------------------------
This summary of significant accounting policies of American Busing Corporation
Inc. (A Development State Company) is presented to assist in understanding the
Company's financial statements. The financial statements and notes are
representations of the Company's management, who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles in the United States of America and have been
consistently applied in the preparation of the financial statements, which are
stated in U.S. Dollars.
Organization
------------
The Company was incorporated in the State of Nevada on August 5, 2002.
On August 8, 2002, the Company issued its outstanding common stock to acquire a
subsidiary. As described in Note 6, the transaction was recorded as a reverse
acquisition, and accordingly, the financial statements of the acquired
subsidiary are presented for the period prior to the acquisition.
Description of Business
-----------------------
The Company is in the start-up business of providing busing services for private
organizations and schools, busing students to and from school and related
activities. On August 26, 2002, the Company's wholly-owned subsidiary entered
into a two year contract for providing five buses for daily transportation
within the city of Regina, Saskatchewan, for approximately 106 students. The
company began its busing activities the last week of August 2002.
Principles of Consolidation
---------------------------
The accompanying consolidated financial statements include the financial
statements of the Company and its wholly-owned subsidiary, Able Busing
Corporation. All inter-company accounts have been eliminated.
Development Stage Enterprise
----------------------------
Based upon the Company's business plan, it is a development stage enterprise as
of the year ending August 31, 2003. Accordingly, the Company presents its
financial statements in conformity with the accounting principles generally
accepted in the United States of America that apply in establishing operating
enterprises.
As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date
Per Share Information
---------------------
Per share information is computed by dividing the net income or loss by the
weighted average number of shares outstanding during the period.
F-7
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 13
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.
Currency
--------
The functional currency for the Canadian subsidiary (Able Busing Corporation) is
the Canadian dollar. Assets and liabilities of the Company's Canadian subsidiary
are translated into United States dollars at the rate of exchange in effect at
the balance sheet date. Shareholders equity items are translated into United
States dollars at their historical rates. Income and expense items are
translated at the average exchange rate prevailing during the reporting period.
Gains and losses resulting from foreign currency transactions are included in
the statement of operations. Adjustments from translating the functional into
the reporting currency are included in other comprehensive income.
Comprehensive Income
--------------------
The Company adopted Statement of Financial Accounting Standards ("FAS") No. 130,
"Reporting Comprehensive Income" that requires that the components and total
comprehensive income be displayed in the financial statements. Comprehensive
income includes net income (loss) and all changes in equity during a period that
arises from non-owner sources, such as foreign currency items and unrealized
gains and losses on certain investments in equity securities. The Company's
comprehensive income (loss) consists of a net loss and currency translation.
Revenue Recognition
-------------------
The Company derives revenue from charges for its transportation services.
Revenue is recognized at the time of billing for completed services.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with maturities of ninety
days or less when purchased as cash equivalents. At August 31, 2003 and August
31, 2002 the Company had no deposits in excess of FDIC limits.
Fair Value of Financial Instruments
-----------------------------------
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 107 ("SFAS 107"), "Disclosures About Fair Value of
Financial Instruments." SFAS 107 requires disclosure of fair value information
about financial instruments when it is practicable to estimate that value. The
carrying amount of the Company's accounts payable and related party payables
approximate their estimated fair values due to their short-term maturities.
F-8
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 14
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
Income Taxes
------------
The Company records deferred taxes in accordance with Statement of Financial
Accounting Standards (SFAS) 109, "Accounting for Income Taxes." The statement
requires recognition of deferred tax assets and liabilities for temporary
differences between the tax bases of assets and liabilities and the amounts at
which they are carried in the financial statements, based upon the enacted tax
rates in effect for the year in which the differences are expected to reverse. A
valuation allowance is established when necessary to reduce deferred tax assets
to the amount expected to be realized.
Valuation of Long-Lived Assets
------------------------------
The Company periodically analyzes its long-lived assets for potential
impairment, assessing the appropriateness of lives and recoverability of
unamortized balances through measurement of undiscounted operating cash flows on
a basis consistent with accounting principles generally accepted in the United
States of America.
Other
-----
The Company has selected August 31 as its fiscal year end.
The company has paid no dividends.
Advertising is expensed as it is incurred.
The Company consists of one reportable business segment. All revenue is from an
external customer in Canada. All of the Company's assets are located in Canada.
Certain comparative figures have been reclassified to conform to the current
year presentation.
Note 2 - Property and Equipment
-------------------------------
Property and equipment is recorded at cost, net of accumulated depreciation, and
is depreciated on a straight-line basis over the estimated useful lives of the
assets. Management has estimated the useful life of transportation equipment to
be three years. Transportation equipment at August 31, 2003 had a cost of
$12,754 and accumulated depreciation of $3,588.
Note 3 - Advances and Accounts Payable-Related Parties
------------------------------------------------------
An account payable of $450 is owed to a related party for organization items.
The Company's president and principal shareholder has advanced to the Company
$20,000, payable on demand, and is neither secured or bearing interest. Implied
interest has not been recorded since the amount is immaterial. The Company has
an account payable at August 31, 2003 to a family member of the president of
Able Busing Company.
F-9
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 15
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
Note 4 - Basis of Presentation
------------------------------
Generally accepted accounting principles in the United States of America
contemplate the continuation of the Company as a going concern., The Company has
an accumulated deficit, and has minimal working capital and minimal business
operations which raises substantial doubt about the Company's ability to
continue as a going concern. The continuation of the Company is dependent upon
the continuing financial support of creditors and stockholders and upon
obtaining the capital requirements of the Company. Management believes actions
planned and presently being taken provides the opportunity for the Company to
continue as a going concern.
Note 5 - Acquisition of Subsidiary
----------------------------------
On August 8, 2002, the Company acquired all the outstanding stock of Able Busing
Corporation, a Canadian corporation, which had been incorporated on August 7,
2002. The Company issued 8,000,000 shares of its common stock, having a par
value of $0.001 per share, for the acquisition of all the common stock of Able
Busing Corporation. As indicated in Note 1, the acquisition is considered a
reverse acquisition for accounting purposes. Accordingly, financial statements
of the acquired subsidiary are presented for the period prior to the acquisition
and the recapitalization is shown in the Statement of Stockholders Equity. The
effect on the Statement of Operations is to show an additional expense of $65
for the original common stock issued for services, and the amount previously
shown for issuance of the parent company stock for $8,000, originally recorded
as goodwill and subsequently impaired, has been removed from the financial
statements.
The excess of the par value ($8,000) over the valuation of the subsidiary stock
($65) is shown as a discount on common stock issued of $7,935.
Prior to the acquisition, the Company and subsidiary had only nominal assets and
liabilities. Therefore, no pro forma information is presented.
Note 6 - Income Taxes
---------------------
The Company is subject to United States and Canadian income taxes. The provision
for income taxes for the year ending August 31, 2002 is for Canadian income
taxes and the income tax benefit for the year ending August 31, 2003 results
from a refund claim resulting from a loss carryback to the prior year. The
Company's tax valuation allowance increased by $5,835 for the year ending August
31, 2003.
The Company has estimated United States net operating losses as follows:
Expiration Year Amount
2022 $ --
2023 38,900
-----------
Total $ 38,900
===========
F-10
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 16
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
The Company's United States deferred income tax benefit (liability) consists of
the following:
Component Year Year
ending ending
August August
31, 2003 31, 2002
Deferred tax benefit from net operating loss
carryforward $ 5,835 $ --
Tax Valuation Allowance (5,835) --
------------ ------------
Total $ -- $ --
============ ============
The Company's overall effective tax rate differs from the Company's statutory
rate for the year ending August 31, 2003 as follows:
Tax provision based upon statutory rate 15.0%
Tax valuation allowance (15.0%)
-----------
Effective tax rate 0.0%
-----------
===========
Note 7 - Risks and Uncertainties
--------------------------------
The Company is subject to substantial risks and uncertainties inherent in being
a new business and engaged in the busing business and has minimal revenue,
contracts, capital and does not have special competitive advantages.
Note 8 - Business Concentration
-------------------------------
The Company's business is concentrated in the Regina, Saskatchewan, Canada area
and the Company's entire revenue is from one customer.
Note 9 - Recent Pronouncements
------------------------------
In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141 "Business Combinations." The Statement is to be adopted for all business
combinations initiated after June 30, 2001. The adoption of this statement did
not impact the Company's financial position, results of operations, or cash
flows.
In June 2001, the FASB issued SFAS No. 142 "Accounting for Goodwill and
Intangible Assets." In accordance with certain provisions of the Statement,
goodwill acquired after June 30, 2001 is not amortized. All provisions of the
Statement are required to be applied in the fiscal year beginning after December
15, 2001. The adoption of this statement did not impact the Company's financial
position, results of operations, or cash flows.
F-11
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 17
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 establishes accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset retirement cost. The Company adopted this statement for the year ending
December 31, 2002. The adoption of this statement did not impact the Company's
financial position, results of operations, or cash flows.
In July 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets which is effective for fiscal years beginning
after December 15, 2001. SFAS 144 addresses financial accounting and reporting
for the impairment or disposal of long-lived assets and establishes a single
accounting model, based on the framework established in SFAS 121, for long lived
assets to be disposed of by sale. The adoption of this statement did not impact
the Company's financial position, results of operations, or cash flows.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections".
SFAS 145, which is effective for fiscal years beginning after May 15, 2002,
provides guidance for income statement classification of gains and losses on
extinguishments of debt and accounting for certain lease modifications that have
economic effects that are similar to sale-leaseback transactions. The adoption
of this statement did not impact the Company's financial position, results of
operations, or cash flows.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 nullifies the guidance of the
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a
liability for a cost that is associated with an exit or disposal activity be
recognized when the liability is incurred. SFAS 146 also establishes that fair
value is the objective for the initial measurement of the liability. The
provisions of SFAS 146 are required for exit or disposal activities that are
initiated after December 31, 2002. The adoption of this statement did not impact
the Company's financial position, results of operations, or cash flows.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS 148 amends FASB Statement No.
123, "Accounting for Stock-Based Compensation", to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on the reported results. The provisions of SFAS 148 are effective for
financial statements for fiscal years ending after December 15, 2002. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.
In November 2002, the FASB issued FIN 45, which expands previously issued
accounting guidance and disclosure requirements for certain guarantees. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.
F-12
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 18
AMERICAN BUSING CORPORATION
Notes to the Financial Statements
--------------------------------------------------------------------------------
In April 2003, the FASB issued SFAS No. 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities", which amends and clarifies the
accounting guidance on certain derivative instruments and hedging activities.
SFAS 149 is generally effective for contracts entered into or modified after
June 30, 2003 and hedging relationships designated after June 30, 2003. The
adoption of this statement did not impact the Company's financial position,
results of operations, or cash flows.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
establishes standards for how an issuer of equity (including the equity shares
of any entity whose financial statements are included in the consolidated
financial statements) classifies and measures on its balance sheet certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 is effective for financial instruments entered into or modified after May
31, 2003 and for existing financial instruments after July 1, 2003. The adoption
of this statement did not impact the Company's financial position, results of
operations, or cash flows.
F-13
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 19
AMERICAN BUSING CORPORATION
--------------------------------------------------------------------------------
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING CONTROL AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
ITEM 8A. CONTROLS AND PROCEDURES
---------------------------------
Critical Accounting Policies
----------------------------
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Areas where significant estimates have been applied include
the valuation of assets and revenue recognition. Actual results could differ
from those estimates.
The methods, estimates, and judgments we use in applying our most critical
accounting policies have a significant impact on the results that we report in
our financial statements. The SEC considers an entity's most critical accounting
policies to be those policies that are both most important to the portrayal of a
company's financial condition and results of operations, and those that require
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about matters that are inherently uncertain at the
time of estimation. We believe the following critical accounting policies, among
others, require significant judgments and estimates used in the preparation of
our financial statements:
o Property and Equipment are amortized over their estimated useful
lives. The carrying values of Property and Equipment are reviewed on a
regular basis for the existence of facts or circumstances that may
suggest impairment.
o Revenue is recognized at the time of billing for completed services.
Recent Accounting Pronouncements
--------------------------------
The following is disclosure regarding recent accounting pronouncements and their
effect or potential effect on the Company's financial statements.
The Company adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the
Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.
The Company adopted Statement of Financial Accounting Standards ("FAS") No. 130,
"Reporting Comprehensive Income". FAS No.130 requires that the components and
total amounts of comprehensive income be displayed in the financial statements.
Comprehensive income includes net income and all changes in equity during a
period that arises from non-owner sources, such as foreign currency items and
unrealized gains and losses on certain investments in equity securities. The
Company's components of comprehensive income (loss) consist of a net loss.
In December 1999, The United States Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarized certain of the SEC's views regarding
the application of generally accepted accounting principles to revenue
recognition in financial statements. In June 2000, the SEC amended SAB 101 to
require companies with fiscal years beginning after December 15, 1999 to
implement the provisions of SAB 101 no later than the fourth fiscal quarter. The
Company adopted the provisions of SAB 101 at its inception. The Company does not
believe that the adoption has any material effect on its financial statements.
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 20
AMERICAN BUSING CORPORATION
--------------------------------------------------------------------------------
PART III
--------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
-----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
--------------------------------------------------
The following table sets forth certain information regarding the executive
officers and directors of American Busing Corporation as of August 31, 2003:
Name Age Title Term of Service
---- --- ----- ---------------
Edmond Forister 40 President, Chief Executive Indefinite
Scottsdale, Arizona Officer and Director
USA
Kim Dmuchowski 40 President and Director of Able Indefinite
Busing Corporation
Mr. Edmond Forster is the only director of the Board of Directors. He holds that
office indefinitely until he either resigns, is replaced by the shareholders, or
is removed by law. Mr. Edmond Forister is the majority shareholder of the
Company. Mr. Forister spends an estimated five to ten hours a week in fulfilling
his duties as officer and director. Mr. Edmond Forister joined our company on
November 12, 2002.
Ms. Kim Dmuchowski is the only director and officer of Able Busing Corporation.
She holds that office indefinitely until she either resigns, is replaced by the
shareholder, or is removed by law. Ms. Kim Dmuchowski spends an estimated five
to ten hours a week in fulfilling her duties as an officer and director. Ms. Kim
Dmuchowski has been with Able Busing Corporation since its inception on August
7, 2002.
Mr. Edmond Forister
-------------------
Mr. Forister in addition to his obligations at American Busing Corporation has
been employed from September 2002 to present as an account manager with
Interface Inc. and is responsible for the Phoenix, Arizona and surrounding area.
Interface Inc. is a commercial carpet supplier.
From November 2001 to February 2002 Mr. Forister was employed by Brady
Industries, Inc. as an account manager responsible for the Phoenix, Arizona.
Brady Industries, Inc. is an industrial cleaning supplies supplier.
From January 1990 to September 2001 Mr. Forister was employed by W.W. Grainger,
Inc. as the Account Manager surpassing his goal objectives 10 out of 12 years
and being named salesman of the company for 6 years. W.W. Grainger, Inc. is an
industrial distributor of products used by businesses to maintain, repair, and
operate their facilities.
Mr. Forister graduated from Illinois State University with BS, Criminal Justice
and Law Enforcement.
Ms. Kim Dmuchowski
------------------
Ms. Dmuchowski in addition to her obligations at Able Busing Corporation has
been employed by Randy Kuntz Catering Company, the main caterer to IPSCO, Inc.,
a United States publicly traded pipe and steel company on the New York Stock
Exchange, for 23 years. Ms. Dmuchowski holds the position of food preparation
manager.
ITEM 10. EXECUTIVE COMPENSATION
--------------------------------
The following summary compensation table reflects all compensation awarded to,
earned by, or paid to the President & Chief Executive Officer for all services
rendered to the Company in all capacities during the year ended August 31, 2003.
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 21
AMERICAN BUSING CORPORATION
--------------------------------------------------------------------------------
Summary Compensation Table
--------------------------
--------------------------------------------------------------------------------
Securities All Other
Name and Principal Position Year Salary Underlying Compensation
$ Options (#) $
--------------------------------------------------------------------------------
Edmond Forister
President & CEO, CFO,
Chairman and Director 2003 nil nil nil
--------------------------------------------------------------------------------
No Option Grants were awarded to named executive officer in fiscal 2003 or
before.
No Bonuses were paid to named executive officer in fiscal 2003 or before. No
Stock Appreciation Rights (SARs), or Long Term Incentive Plans (LTIPs), or
restricted stock grants were awarded to named executive officer in fiscal 2003
or before.
Directors' Compensation
-----------------------
During fiscal 2003, positions on the Company's board of directors were filled by
Edmond Forister, and no compensation accrued to his directorship position.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
----------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
---------------------------
The following table sets forth, as at November 14, 2003, certain information as
to shares of the common stock owned by (i) each person known by management to
beneficially own more than 5% of the outstanding common stock, (ii) each of our
directors, and (iii) all executive officers and directors as a group:
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS* OF BENEFICIAL SHARES OWNED OUTSTANDING OWNERSHIP
Edmond Forister 8,500,000 Common Shares 76.7%
*23518 North 78th Street, Scottsdale, Arizona, 85255.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------
For the fiscal period ended August 31, 2003 our subsidiary owed Kurtis
Dmuchowski, the brother of Able Busing Company director Kim Dmuchowski, $6,449.
The other $450 is owed to Kim Dmuchowski.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------
Exhibit 31.1 and 32.1 Certifications of Chief
Executive and Chief Financial
Officer
Reports filed on Form 8-K: None
Reports required to be filed by Regulation S-X: None
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 22
AMERICAN BUSING CORPORATION
--------------------------------------------------------------------------------
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------
Audit Fees
----------
The aggregate fees billed for each of the last two years for professional
services rendered by the principal accountant for the audit of American Busing
Corporation annual financial statements and review of financial statements
included in American Busing Corporation form 10-QSB, and services that are
normally provided by the accountant in connection with statutory and regulatory
engagements for those fiscal years was $10,265.00.
Audit - Related Fees
--------------------
None
Tax Fees
--------
None
All Other Fees
--------------
None
SIGNATURES
----------
Pursuant to the requirements of Section 13 and 15 (d) 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.
American Busing Corporation
---------------------------
Date November 14, 2003 By /s/ Edmond Forister
--------------------
Edmond Forister, President
--------------------------------------------------------------------------------
10-KSB Annual Report 2003 Page 23