UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
Of the Securities Exchange Act of 1934 (Amendment No.__________)
Check the appropriate box:
[X] Preliminary Information Statement Confidential, for Use of the
Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement
American Busing Corporation
------------------------------------------------
(Name of Registrant As Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below as per Exchange Act Rules
14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
AMERICAN BUSING CORPORATION
13134 State Route 62
Salem, Ohio 44460
INFORMATION STATEMENT
PURSUANT TO REGULATION 14C PROMULGATED UNDER
THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED
General Information
This information is being mailed on or about March 15,
2004 to holders of record as of February 17, 2004 of shares of
common stock, par value $.001 per share ("Common Stock") of
American Busing Corporation, a Nevada corporation (the "Company",
"us" or "we"). It is being provided to the shareholders of the
Company in connection with our prior receipt of approval by
written consent, in lieu of a special meeting, of the holders of
a majority of our Common Stock authorizing us to:
1. Amend and restate our Articles of Incorporation to
affect the following:
(a) A name change to "Giant Motorsports, Inc.";
(b) Add a new class of preferred shares consisting of
5,000,000 shares of preferred stock;
(c) Appoint a registered agent in Nevada to accept
service of process on our behalf;
(d) Provide for the limitation of liability for the
acts of directors and officers of the Company; and
(e) Provide for the indemnification of directors,
officers, employees and agents of the Company and
certain other persons.
2. Change our accounting year from an August 31st fiscal
year to a December 31st calendar year reporting period.
3. Approve the appointment of BDO Seidman, LLP as our new
independent auditors for the fiscal year ending December 31,
2004.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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The Board of Directors on February 17, 2004, adopted, by
unanimous written consent, resolutions authorizing (i) the
amendment of the Company's Articles of Incorporation to affect
the changes listed above, (ii) a change in the Company's
accounting year to the calendar year ending December 31st, and
(iii) the replacement of Miller and McCollom, the Company's
former independent auditors, with BDO Seidman, LLP. Shareholders
holding shares representing more than a majority of the votes
entitled to be cast at a meeting of the Company's shareholders
consented in writing to the proposed actions on February 17,
2004. The approved actions will not become effective until twenty
(20) days after the date of the mailing of this Information
Statement to our shareholders.
The elimination of the need for a special meeting of the
shareholders to approve the actions set forth herein is
authorized by Section 78.320 of the Nevada Revised Statutes, (the
"Nevada Law"). This Section of Nevada Law provides that the
written consent of the holders of outstanding shares of voting
capital stock, having not less than the minimum number of votes
which would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote on a matter were
present and voted, may be substituted for the special meeting.
In order to eliminate the costs and management time involved
in holding a special meeting and in order to effect the actions
set forth herein as early as possible in order to accomplish the
purposes of the Company, the Board of Directors of the Company
voted to effect approval of these actions by the written consent
of our shareholders who hold a majority of our Common Stock.
This Information Statement is furnished solely for the
purpose of informing our shareholders of the corporate actions
taken, pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Nevada Law. No action is
requested nor required on your part.
Outstanding Shares and Voting Rights
The Board of Directors fixed February 17, 2004 as the
record date for the determination of stockholders entitled to
receive this Information Statement (the "Record Date"). As of the
Record Date, there were 10,425,000 shares of Common Stock
entitled to vote. The Common Stock constitutes the sole
outstanding class of voting securities of the Company. Each share
of Common Stock entitles the holder to one (1) vote on all
matters submitted to shareholders. The two current members of the
Board of Directors and one other shareholder, who is an employee
of Cycles, in the aggregate, own 8,000,000 shares of our Common
Stock which constitutes a majority of 76.74% of the outstanding
voting securities of the Company. They have adopted, ratified
and approved resolutions to effect the actions described in this
Information Statement. No other votes are required or necessary.
Nevada Law does not provide for dissenters' right of
appraisal in connection with any of the actions being taken by
us.
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Interests of Certain Persons; Proposals by Security Holders
Except for any benefits that the current directors and
officers may receive from the authorization of preferred stock by
the Company (e.g. the ability to issue shares of preferred stock
to make it more difficult or discourage the acquisition or a
change in control of the Company), as described in greater detail
below, none of the persons who have been directors or officers of
the Company at any time since the beginning of the last fiscal
year, nor any associate of any such persons, has any interest in
the matters to be acted upon. Neither of our directors has
informed us in writing that he intends to oppose any action to be
taken by us. No proposals have been received from any of our
shareholders.
Change of Control
A change of control of the Company was completed on
January 16, 2004, on which date Russell A. Haehn and Gregory A.
Haehn acquired, in the aggregate, approximately 73% of the
Company's outstanding Common Stock. Immediately prior to that
acquisition, Edmond Forister, the Company's former sole director
and officer, owned over 76% of the Company's outstanding Common
Stock. This transaction also resulted in our acquisition of W.W.
Cycles, Inc., an Ohio corporation ("Cycles"), as a wholly-owned
subsidiary. Additionally, we sold our existing subsidiary, Able
Busing Corp., to Kim Dmuchowski, who was the sole officer and
director of such subsidiary, for nominal consideration. The
Haehns also became the sole officers and directors of the
Company. The Haehns used their own personal funds to acquire our
Common Stock and also exchanged their shares of common stock of
Cycles.
Security Ownership of Certain Owners and Management
The following table sets forth the Common Stock
ownership information as of February 17, 2004, the record date,
with respect to (i) each person known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock;
(ii) each or our directors; (iii) each of our named executive
officers; and (iv) all directors and executive officers as a
group. The information set forth in the table and accompanying
footnotes has been furnished by the named beneficial owners.
Name and Address of Number of Shares Percent of
Beneficial Owner (1) Beneficially Owned Class (2)
-------------------- ------------------ ----------
Russell A. Haehn 4,785,000 45.9%
Gregory A. Haehn 2,815,350 (3) 27.0%
All Directors and 7,600,000 72.9%
Executive Officers
as a Group (2 persons)
-----------------
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(1) The persons named in the table have sole voting and
investment power with respect to all the shares of Common Stock
beneficially owned by them, subject to community property laws
where applicable. The address of each person named in the table
is c/o Giant Motorsports, Inc., 13134 State Route 62, Salem, Ohio
44460.
(2) The ownership percentages set forth in the table are based
on 10,425,000 shares of Common Stock issued and outstanding.
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities where
applicable.
(3) Includes 350 shares of Common Stock held in custody for
one of Mr. Haehn's children.
Purpose and Effect of the Proposed Name Change
On January 16, 2004, we acquired Cycles, a retail dealer
of motorcycles, all terrain vehicles, scooters and personal
watercraft, which conducts business under the name "Andrews
Cycles." In connection with this acquisition, the Board of
Directors determined to change the name of the Company to Giant
Motorsports, Inc. As a result of the name change, there will also
be a change in the Company's trading symbol to an available
symbol on the Over the Counter Bulletin Board ("OTCBB") which
more closely reflects the Company's new name. The purpose of the
name change is to more accurately reflect the Company's present
business and its activities as well as facilitate the future
development of its business.
Approval of the name change required the affirmative
consent of at least a majority of the outstanding shares of
Common Stock of the Company. Messrs. Russell Haehn and Gregory
Haehn, who together own greater than a majority of all of the
outstanding shares of Common Stock entitled to vote, have already
consented to the name change.
Purpose and Effect of Authorization of a Class of Preferred Stock
The amendment to our Articles of Incorporation will create
5,000,000 authorized shares of "blank check" preferred stock.
The following summary does not purport to be complete and is
qualified in its entirety by reference to our Restated Articles
of Incorporation attached as Exhibit A to this Information
Statement.
The term "blank check" refers to preferred stock, the
creation and issuance of which is authorized in advance by the
shareholders and the terms, rights and features of which are
determined by the Board of Directors of the Company upon
issuance. This right, which is granted pursuant to Section
78:195 of the Nevada Law, may be carried out by the Board through
resolutions passed pursuant to authorization under our Restated
Articles of Incorporation. The authorization of such "blank
check" preferred stock would permit the Board to authorize and
issue preferred stock from time to time in one or more series.
Subject to the provisions of our Restated Articles of
Incorporation, and the limitations prescribed by law, the Board
of Directors would be expressly authorized, at its discretion, to
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adopt resolutions to issue shares, to fix the number of shares
and to change the number of shares constituting any series and to
provide for or change the voting powers, designations,
preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions
thereof, including dividend rights (including whether the
dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices,
conversion rights and liquidation preferences of the shares
constituting any series of the preferred stock, in each case
without any further action or vote by the shareholders. The
amendment to our Articles of Incorporation would give the Board
flexibility, without further shareholder action, to issue
preferred stock on such terms and conditions as it deems to be in
the best interests of the Company and its shareholders.
The amendment will provide the Company with increased
financial flexibility in meeting future capital requirements by
providing another type of security in addition to its Common
Stock, as it will allow preferred stock to be available for
issuance from time to time and with such features as determined
by the Board for any proper corporate purpose. It is anticipated
that such purposes may include exchanging preferred stock for
Common Stock and, without limitation, may include the issuance
for cash as a means of obtaining capital for use by the Company,
or issuance as part or all of the consideration required to be
paid by the Company for acquisitions of other businesses or
assets.
Any issuance of preferred stock with voting rights could,
under certain circumstances, have the effect of delaying or
preventing a change in control of the Company by increasing the
number of outstanding shares entitled to vote and by increasing
the number of votes required to approve a change in control of
the Company. Shares of voting or convertible preferred stock
could be issued, or rights to purchase such shares could be
issued, to render more difficult or discourage an attempt to
obtain control of the Company by means of a tender offer, proxy
contest, merger or otherwise. The ability of the Board to issue
such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a
party to acquire control of the Company by tender offer or other
means. Such issuances could therefore deprive shareholders of
benefits that could result from such an attempt, such as the
realization of a premium over the market price that could result.
Moreover, the issuance of such additional shares of preferred
stock to persons friendly to the Board could make it more
difficult to remove incumbent managers and Directors from office
even if such change were to be favorable to stockholders
generally.
We do not currently have any arrangement or plans to issue
any shares of preferred stock.
Purpose of other Amendments to Articles of Incorporation
As a result of the change of control we believe that it is
in the best interests of the Company to appoint a new registered
agent in the State of Nevada, since we need to have an agent
located there to accept service of process and other matters
relating to our incorporation in Nevada.
Additionally, since we are otherwise amending our Articles
of Incorporation, we felt it to be in the best interest of the
Company to acknowledge certain limitations of liability and
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indemnification available to our directors, officers and
employees under Nevada Law, by including those provisions in our
Restated Articles of Incorporation.
Form of Restated Articles of Incorporation
A form of our Restated Articles of Incorporation is annexed
hereto as Exhibit A.
---------
Change of Accounting Year
On January 16, 2004, we acquired Cycles and its entire
business operations. Cycles is currently a wholly-owned
subsidiary of the Company. Cycles' financial statements, since
inception, have been reported on a December 31st calendar-year
basis. Since Cycles' business accounts for all of our current
revenues, and we will prepare our financial statements, going
forward, on a consolidated basis with Cycles, it has become
necessary to change our accounting period to a calendar-year
reporting period ending on December 31st of each year.
Auditor Information
Change in Independent Auditors
------------------------------
At the request of the Board of Directors, Miller and
McCollom ("M&M") resigned as our independent auditors effective
as of March 3, 2004. We did not make this request due to concerns
about the quality of M&M's work or due to any disagreements with
M&M. Rather, we requested M&M's resignation solely due to the
change in control of the Company and the desire of current
management to engage independent auditors that are more familiar
with Cycles' business. We engaged BDO Seidman, LLP ("BDO
Seidman") as our independent auditors shortly after the
termination of M&M. Pursuant to the written consent of the
shareholders holding a majority of our outstanding shares of
Common Stock, the appointment of BDO Seidman was approved for our
fiscal year ending December 31, 2004.
The reports of M&M on the financial statements for the
fiscal years ended August 31, 2003 and August 31, 2002, both
contained a qualification by M&M raising substantial doubt of the
Company's ability to continue as a going concern. This
qualification in M&M's report contained in the Company's fiscal
year 2002 financial statements was based on the Company's minimal
working capital and nominal business operations. M&M's
qualification in its report contained in the Company's fiscal
year 2002 financial statements was based on the Company's
accumulated deficit, minimal working capital and nominal business
operations. M&M's reports did not contain any other adverse
opinion or disclaimer of opinion and were not otherwise qualified
or modified as to uncertainty, audit scope or accounting
principles.
The reports of the independent auditors for Cycles'
financial statements for the fiscal years ended December 31, 2002
and December 31, 2001 do not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. There is no
reason for us to believe that the independent auditors' report
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for Cycles' financial statements for the fiscal year ended
December 31, 2003 will contain any of such items. Since we
acquired all of Cycles' business on January 16, 2004, we do not
anticipate that our financial statements for the fiscal year
ending December 31, 2004, will contain a going concern
qualification, although no assurances can be given.
In connection with the audits referred to above and through
March 3, 2004, there were no: (i) disagreements between the
Company and M&M on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure which disagreements, if not resolved to the
satisfaction of M&M, would have caused them to make reference to
the subject matter of the disagreement or disagreements in their
reports on the financial statements for that fiscal year; or
(ii) reportable events involving M&M that would have required
disclosure under Item 304(a)(1)(iv) of Regulation S-B.
Audit Fees
----------
We paid M&M the following amounts, in connection with the
audit of our financial statements for the last two fiscal years:
August 31, 2003 - $6,175.00
August 31, 2002 - $1,339.91
Audit-Related Fees
------------------
We paid M&M the following audit-related fees, for the last
two fiscal years, for services that are reasonably related to the
performance of the audit or review of our financial statements
and not reported elsewhere:
Audit-Related Fees paid after August 31, 2003 - $3,125.00
Audit-Related Fees paid from inception through August 31,
2003 - $6,925.00
Tax Fees.
---------
We paid M&M the following amounts, in connection Tax Fees
for the last two fiscal years:
August 31, 2003 - $375.00
August 31, 2002 - $325.00
All Other Fees
--------------
No other fees have been paid to M&M other than the audit
fees described above.
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Audit Committee Policies and Procedures
---------------------------------------
The Company does not have an audit committee.
Other Matters
The directors of the Company are not aware of any matter
other than those described in this Information Statement that is
to be presented for the consent of the shareholders.
Other Information
As a matter of regulatory compliance, we are sending you
this Information Statement which describes the purpose and effect
of the actions set forth herein. As the requisite shareholder
vote for the actions set forth herein, including any amendment to
our Articles of Incorporation as described in this Information
Statement was obtained upon the delivery of the written consent
of a majority of the shareholders, WE ARE NOT ASKING FOR A PROXY
FROM YOU AND YOU ARE REQUESTED NOT TO SEND US ONE. This
Information Statement is intended to provide our shareholders
information required by the rules and regulations of the Exchange
Act.
The cost of distributing this Information Statement has been
borne by us. The distribution will be made by mail.
We file annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or
other information we file at the Securities and Exchange
Commission's public reference rooms in Washington, D.C., and
Chicago, Illinois. Please call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the
public reference rooms. Our Securities and Exchange Commission
filings are also available to the public from commercial document
retrieval services and at the internet website maintained by the
Securities and Exchange Commission at: http://www.sec.gov.
By Order of the Board of Directors
/s/ Gregory A. Haehn
----------------------------------
Gregory A. Haehn
President and Chief Operating Officer
March 4, 2004
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EXHIBIT A - FORM OF RESTATED ARTICLES OF INCORPORATION
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RESTATED ARTICLES OF INCORPORATION
OF
GIANT MOTORSPORTS, INC.
(Pursuant to NRS 78.403; 78.385 and 78.390)
Article 1
Name
----
The name of the corporation is Giant Motorsports, Inc.
Article 2
Registered Agent
----------------
The name of the Resident Agent of the corporation is CSC
Services of Nevada, Inc. The address of the Resident Agent of the
corporation is 502 East John Street, Carson City, Nevada 89706.
Article 3
Authorized Shares
-----------------
The total number of shares which the corporation is
authorized to issue is Eighty Million (80,000,000) shares, of
which Seventy-Five Million (75,000,000) shares are common stock,
with a par value of $0.001 per share, and Five Million
(5,000,000) shares are preferred stock, with a par value of
$0.001 per share.
The powers, preferences and rights, and the qualifications,
limitations and restrictions of the corporation's common stock
and preferred stock are as follows:
(a) Holders of the corporation's common stock as a class, have
equal ratable rights to receive dividends when, as and if
declared by the Board of Directors, out of funds legally
available therefor and are entitled upon liquidation of the
corporation to share ratably in the net assets available for
distribution, are not redeemable and have no pre-emptive or
similar rights; and holders of the corporation's common Stock
have one non-cumulative vote for each share held of record on all
matters to be voted on by the corporation's shareholders.
(b) The shares of preferred stock may be issued and reissued
from time to time in one or more series. The Board of Directors
is hereby authorized to fix or alter the dividend rights,
dividend conversion rights, voting rights, rights and terms of
redemption (including sinking fund or other provisions), the
redemption price or prices, the liquidation preferences, and such
other designations, preferences and relative participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such
stock adopted from time to time by the Board of Directors. The
Board of Directors is hereby expressly vested with authority to
determine and fix in the resolution or resolutions providing for
the issuances of preferred stock the voting powers, designations,
preferences and rights, and the qualifications, limitations or
restrictions thereof, of each such series to the full extent now
or hereafter permitted by the laws of the State of Nevada.
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Article 4
Board of Directors
------------------
The number of directors shall be one (1) or more, as fixed
from time to time by, or in the manner provided in the By-Laws of
the Corporation.
Article 5
Purpose
-------
The corporation may engage in any lawful activity for which
corporations may be organized under NRS 78.
Article 6
Limitation of Liability
-----------------------
To the fullest extent permitted by NRS 78, no director or
officer of the corporation shall be personally liable to the
corporation or its shareholders for damages for breach of
fiduciary duty as a director or officer, except (i) for acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends or
other distributions in violation of NRS 78.300, as amended.
If NRS 78 is amended to authorize the further elimination of
the liability of a director of the corporation or an officer of
the corporation, such shall be eliminated or limited to the
fullest extent authorized, as so amended.
Any repeal or modification of this Article 6 shall not
adversely affect any right or protection of a director or officer
of the corporation existing hereunder with respect to any act or
omission occurring prior to or at the time of such repeal or
modification.
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Article 7
Indemnification
---------------
The corporation will indemnify, to the fullest extent
permitted by NRS 78.7502 and any other law applicable thereto,
any person (the "Indemnified Party") made or threatened to be
made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or
was serving as a director, officer, employee or agent of another
entity at the request of the corporation or any predecessor of
the corporation, against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses
(including reasonable attorneys' fees and disbursements) that he
or she incurs in connection with such action or proceeding.
The corporation will, from time to time, reimburse or
advance to any Indemnified Party the funds necessary for payment
of expenses, including reasonable attorneys' fees and
disbursements incurred in connection with defending any
proceeding for which he or she is indemnified by the corporation,
in advance of the final disposition of such proceeding, provided
that the corporation has received the undertaking of such
Indemnified Party to repay any such amounts so advanced if it is
ultimately determined by a final non-appealable judicial decision
that the Indemnified Party is not entitled to be indemnified for
such expenses.
The undersigned, being the President and Chief Operating
Officer of the corporation, does hereby certify that the
amendments contained in this Restated Articles of Incorporation
were approved by the written consent of the shareholders of the
corporation holding a majority of the corporation's shares of
common stock entitled to vote at a meeting for such purpose, and
the undersigned has caused this certificate to be signed this
17th day of February, 2004.
By: /s/ Gregory A. Haehn
----------------------------------
Name: Gregory A. Haehn
Title: President and Chief
Operating Officer
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