-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RiOczb5fVa0Vo7+4TUt1xEeCcOPxnArwHYDnwMNUNdCQhaNBLaLP0K+j9ure0Z1F 8UYGratxiF+1ITdR5LkMug== 0001193125-05-136412.txt : 20060418 0001193125-05-136412.hdr.sgml : 20060418 20050701091812 ACCESSION NUMBER: 0001193125-05-136412 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050615 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BUSINESS CORP CENTRAL INDEX KEY: 0000820408 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 680133692 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-16417-LA FILM NUMBER: 05930368 BUSINESS ADDRESS: STREET 1: 222 GRACE CHURCH STREET STREET 2: SUITE 300 CITY: PORT CHESTER STATE: NY ZIP: 10573 BUSINESS PHONE: 9149395081 MAIL ADDRESS: STREET 1: 222 GRACE CHURCH STREET STREET 2: SUITE 300 CITY: PORT CHESTER STATE: NY ZIP: 10573 FORMER COMPANY: FORMER CONFORMED NAME: LOGISTICS MANAGEMENT RESOURCES INC DATE OF NAME CHANGE: 20010426 FORMER COMPANY: FORMER CONFORMED NAME: U S TRUCKING INC DATE OF NAME CHANGE: 19980923 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN DANCER CORP DATE OF NAME CHANGE: 19930723 8-K/A 1 d8ka.htm FORM 8-K/A Form 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

June 20, 2005 (June 15, 2005)

Date of Report (Date of Earliest Event Reported)

 


 

AMERICAN BUSINESS CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Colorado   68-0133692

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

222 Grace Church Street, Suite 300

Port Chester, New York 10573

(Address of principal executive offices) (Zip Code)

 

(914) 939-5081

(Registrant’s Telephone Number, Including Area Code)

 

Logistics Management Resources, Inc.

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 4.01 Changes In Registrant’s Certifying Accountant.

 

On June 15, 2005, the Registrant received a letter from Rosenberg Rich Baker Berman & Company, the independent certified public accountants previously engaged since 2001 as the principal accountants to audit the Registrant’s financial statements (“RRBB”), wherein RRBB advised the Registrant that it was resigning as the Registrant’s independent accountants.

 

The audit reports of RRBB on the Registrant’s financial statements as of December 31, 2004 and 2003 and for each of the respective years then ended (the “Audit Period”) and for the interim period from the Audit Period through June 15, 2005 resignation date of RRBB did not contain any adverse opinion or disclaimer of opinion; and except for a going concern qualification, the same were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Audit Period, the Registrant is not aware of any disagreements with RRBB 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 RRBB, would have caused it to make reference to the subject matter of the disagreements in connection with its report for the year ended December 31, 2004 or which led to RRBB’s resignation.

 

The Registrant does not have an audit or similar committee of its Board of Directors. Accordingly, the resignation of RRBB was acknowledged and accepted by the Registrant’s Board of Directors. Any decision concerning the engagement of replacement independent certified public accountants to audit the Registrant’s financial statements will also be approved by the Registrant’s Board of Directors.

 

The Registrant has provided a copy of this disclosure to RRBB and has requested that it furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein, and, if not, stating the respects in which it does not agree. A copy of the letter is attached hereto as Exhibit 16.1.

 

Item 9.01 Exhibits

 

EXHIBITS

 

Item No.

 

Description


16.2   Letter dated June 30, 2005 to Rosenberg Rich Baker Berman & Company

 

2


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 1, 2005

 

American Business Corporation
By:  

/s/ Anthony R. Russo


Name:   Anthony R. Russo
Title:   President and Chief Executive Officer

 

3


Exhibit Index

 

Exhibit
Number


  

Description


16.2    Letter dated June 30, 2005 to Rosenberg Rich Baker Berman & Company

 

4

EX-16.2 2 dex162.htm LETTER DATED JUNE 30, 2005 TO ROSENBERG RICH BAKER BERMAN & COMPANY Letter Dated June 30, 2005 To Rosenberg Rich Baker Berman & Company

Exhibit 16.2

 

American Business Corporation

 

222 Grace Church Street

Suite 300

Port Chester, NY 10573

(914) 939-5081

(914) 939-6138 fax

 

June 30, 2005

 

Via facsimile (908) 231-6894

 

Frank LaForgia, CPA

Rosenberg Rich Baker Berman & Company

380 Foothill Road

Bridgewater, NJ 08807-0483

 

Re: Disagreement

 

Dear Frank:

 

In response to your firm’s letter of resignation dated June 15, 2005, we have prepared and enclose herewith a Form 8-K/A amended Current Report disclosing the information required by Item 4.01 of Form 8-K. We believe that the statements contained in the enclosed Form 8-K/A are true and correct insofar as they relate to the lack of disagreement with your firm concerning any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of your firm, would have caused it to make reference to the subject matter of the disagreements in connection with its report for the year ended December 31, 2004.

 

Accordingly, we request that you furnish us with a letter addressed to the Securities and Exchange Commission stating whether you agree with the statements made in the enclosed Form 8-K/A, and, if not, stating the respects in which it does not agree. Please note that Item 4.01 of Form 8-K requires that your letter is due on July 5, 2005, or ten business days from the date of our initial filing.

 

Accordingly, your prompt attention to this matter would be greatly appreciated.

 

Very truly yours,

 

American Business Corporation

By:

 

/s/ Anthony R. Russo


    Anthony R. Russo, President
CORRESP 3 filename3.htm Letter of Correspondence

American Business Corporation

 

222 Grace Church Street

Suite 300

Port Chester, NY 10573

(914) 939-5081

(914) 939-6138 fax

 

July 1, 2005

 

Beverly A. Singleton

Staff Accountant

Mail Stop 3561

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

 

Re: Form 8-K filed June 20, 2005

       File No. 33-16417-LA

 

Dear Ms. Singleton:

 

On behalf of American Business Corporation (the “Registrant”), I take this opportunity to respond to your letter dated June 24, 2005 (the “Comment letter”) concerning the above referenced periodic filing (the “ Form 8-K”) under the Securities and Exchange Act of 1934, as amended (the “34 Act”). For convenience, I will respond seriatim to the points raised in the Comment Letter.

 

Page 2

 

Item 4.01 Form 8-K

 

1. The first sentence of the second paragraph of the Form 8-/A that the Registrant intends to file via the EDGAR system in response to the Comment Letter (the “Amended Filing”) will read in its entirety as follows:

 

“The audit reports of RRBB on the Registrant’s financial statements as of December 31, 2004 and 2003 and for each of the respective years then ended (the “Audit Period”) and for the interim period from the Audit Period through June 15, 2005 resignation date of RRBB did not contain any adverse opinion or disclaimer of opinion; and except for a going concern qualification, the same were not qualified or modified as to uncertainty, audit scope or accounting principles.”

 

2. The Amended Filing will include the following language: “The Registrant does not have an audit or similar committee of its Board of Directors. Accordingly, the resignation of RRBB was acknowledged and accepted by the Registrant’s Board of


Beverly A. Singleton

July 1, 2005

Page 2

 

Directors. Any decision concerning the engagement of replacement independent certified public accountants to audit the Registrant’s financial statements will also be approved by the Registrant’s Board of Directors.”

 

3. The Registrant hereby undertakes to furnish RRBB with a copy of the Amended Filing together with a revised Exhibit 16.2 letter requesting that within ten business from June 20, 2005, RRBB furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made in the Amended Filing.

 

Page 2

 

Other

 

The Registrant hereby acknowledges that:

 

    It is responsible for the adequacy and accuracy of the disclosure in both the Form 8-K and the Amended Filing;

 

    Staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the Form 8-K and/or the Amended Filing; and

 

    The Registrant may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

Very truly yours,

 

American Business Corporation

 

By:  

/s/ Anthony R. Russo


    Anthony R. Russo, President
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