UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2010
ABC ACQUISITION CORP 1501
(Exact name of registrant as specified in its charter)
Nevada 000-53809 27-0531073
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Center Ave. Ste. 202
Bay City, MI 48708
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (989) 891-0500
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:
[ ] 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))
FORWARD-LOOKING STATEMENTS
There are statements in this Current Report on Form 8-K that are not
historical facts. These "forward-looking statements" can be identified by use
of terminology such as "believe," "hope," "may," "anticipate," "should,"
"intend," "plan," "will," "expect," "estimate," "project," "positioned,"
"strategy" and similar expressions. You should be aware that these forward-
looking statements are subject to risks and uncertainties that are beyond our
control. Although management believes that the assumptions underlying the
forward looking statements included in this Current Report are reasonable, they
do not guarantee our future performance, and actual results could differ from
those contemplated by these forward looking statements. The assumptions used
for purposes of the forward-looking statements specified in the following
information represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is
expressed on the achievability of those forward-looking statements. In the
light of these risks and uncertainties, there can be no assurance that the
results and events contemplated by the forward-looking statements contained in
this Current Report will in fact transpire. You are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
their dates. We do not undertake any obligation to update or revise any
forward-looking statements.
As used in this Current Report and unless otherwise indicated, the terms
"we", "us", "our", and the "Company" refer to ABC Acquisition Corp 1501.
Item 5.01. Changes in Control of Registrant.
On May 20, 2010, Nitin Amersey ("Seller"), our sole officer and director,
entered into a Stock Purchase Agreement (the "Agreement") with Ben Fuschino
("Purchaser") whereby Seller agreed to sell and Purchaser agreed to purchase,
35,000,000 shares of Seller's common stock of Company (the "Shares"), which
Shares represent one hundred percent (100%) of our issued and outstanding
capital stock, for a total purchase price of three thousand five hundred and
No/100 Dollars (US $3,500.00), which shall be paid from the personal funds of
Purchaser.
Upon closing of the transaction stated above, there will be a change of
control in Company whereby Purchaser will own a controlling one hundred percent
(100%) ownership interest in us.
The above description of the Stock Purchase Agreement is not complete and
is subject to and qualified in its entirety by reference to the full text of
the Stock Purchase Agreement, a copy of which is attached as Exhibit 10.1 to
this report.
Form 10 Disclosure
Item 5.01(a)(8) of Form 8-K states that if the registrant was a shell
company, as we were, immediately before the change in control, then the
registrant must disclose the information that would be required if the
registrant were filing a general form for registration of securities on Form
10.
Accordingly, we are providing below the information that would be
included in a Form 10 if we were to file such form. Please note that the
information provided below relates to the business of the Company after the
change of control, with such information reflecting the Company and its
securities upon consummation of the transaction stated above. Pursuant to Item
5.01(a)(8) of Form 8-K, the information contained in Items 1, 1A, 2, 3, 5, 7,
8, and 9 of our Annual Report on Form 10-K for the fiscal year ended December
31, 2009, is hereby incorporated by reference into this Form 8-K under Item
5.01 hereof.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, upon closing of the Agreement, the number
of shares of common stock beneficially owned of record by executive officers,
directors and persons who hold 5% or more of the outstanding common stock of
the Company.
Name and Address Amount and Nature of Beneficial Percentage of
Ownership Class
Ben Fuschino (1) 35,000,000 100%
883 Isabel St.
Woodstock ON N4S 2A7
All Officers and Directors as 35,000,000 100%
a group
(1) Upon closing of the Agreement, Ben Fuschino will serve as President, CFO,
Secretary and sole director of the Company.
Directors and Executive Officers
NAME AGE POSITION
Ben Fuschino* 48 President, CFO, Secretary, Director
*Upon closing of the Agreement, Mr. Fuschino will serve as President, CFO,
Secretary and sole director of the Company.
Mr. Fuschino is the past President and CEO of both Michigan Gold Mining
Ventures and Sarissa Resources, Inc. Today, Mr. Fuschino is President of
Friggi N.A. Inc., a machine tool company. Some accomplishments to his credit
include designing, structuring and implementing sales and marketing tactics
within his large territory, negotiating a joint venture deal with a European
company for equity investment and increased product breadth, and negotiating
exclusive rights for new products to the North American market.
Additionally, during his career, Mr. Fuschino held the position of
Manager Retail Banking at the Royal Bank of Canada in which he supervised a
staff of 20 employees and was responsible for overall branch performance. Mr.
Fuschino was also the President of Herakles Holdings, Inc. where he focused on
management consulting. While at Herakles Holdings, Inc., Mr. Fuschino prepared
business plans and company assessments, provided financial consulting to
individuals and corporations, as well as setup and coordinated management
presentation workshops.
Mr. Fuschino studied business, political science and economics at the
University of Western Ontario, as well as marketing and communications at the
University of Windsor. Today he continues his studies of philosophy and
psychology at the University of Western Ontario. Mr. Fuschino is fluent in 4
languages.
Executive Compensation
Ben Fuschino, our sole officer and director upon closing of the
Agreement, has never received any cash remuneration. We do not expect that he
or other officers (should they be appointed) will receive any remuneration
until we have adequate financial resources.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
There are no understandings or agreements regarding compensation our
management will receive after a business transaction that is required to be
included herein, or otherwise.
Upon closing of the Agreement, Mr. Fuschino has agreed to pay all
expenses incurred by the Company through the date of completion of a business
transaction. Therefore, we do not expect to have significant expenses until
the consummation of such transaction.
Market Price of and Dividends on the Registrant's Common Equity and Related
Stockholder Matters
Common and Preferred Stock
The authorized capital stock of our Company consists of 400,000,000
shares of common stock, par value $0.0001 per share, of which there are
35,000,000 issued and outstanding, and 100,000,000 shares of preferred stock,
par value $0.0001 per share, of which none have been designated or issued.
All outstanding shares of common stock are of the same class and have
equal rights and attributes. The holders of common stock are entitled to one
vote per share on all matters submitted to a vote of stockholders of the
Company. All stockholders are entitled to share equally in dividends, if any,
as may be declared from time to time by the sole director out of funds legally
available. In the event of liquidation, the holders of common stock are
entitled to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive rights.
Market Information
Our common stock is not trading on any stock exchange. We are not aware
of any market activity in our stock since our inception and through the date of
this filing.
Holders
As of May 26, 2010, there was one record holder of 35,000,000 shares of
the common stock.
Dividend Policy
We have not declared or paid any cash dividends on our common stock or
preferred stock and we do not intend to declare or pay any cash dividend in the
foreseeable future. The payment of dividends, if any, is within the discretion
of the sole director and will depend on the Company's earnings, if any, its
capital requirements and financial condition and such other factors as the sole
director may consider.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have any equity compensation plans or any individual
compensation arrangements with respect to our common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion
of our sole director, which has the power to issue any or all of our authorized
but unissued shares without stockholder approval.
Issuer Purchases of Equity Securities
None.
Indemnification of Directors and Officers
Article VIII Section 1 of our Company's By-Laws provides that we shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that he is or was a director or
officer of the Company, or is or was a director or officer of the Company
serving at the request of the Company as a director or officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contender or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 78.138(7) of the Nevada Revised Statutes (the "NRS") provides, with
limited exceptions, that:
1. A director or officer is not individually liable to the corporation or its
stockholders for any damages as a result of any act of failure to act in his
capacity as a director or officer unless it is proven that:
(a) His act or failure to act constituted a breach of his fiduciary duties as a
director or officer; and
(b) His breach of those duties involved intentional misconduct, fraud or a
knowing violation of law.
Section 78.7502 of the NRS permits the Company to indemnify its directors and
officers as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action suit or proceeding if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
does not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company, or that
with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he:
(a) Is not liable pursuant to NRS 78.138; or
(b) Acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such
a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 78.751 of the NRS provides for the authorization required for
discretionary indemnification; advancement of expenses; limitation on
indemnification and advancement of expenses as follows:
1. Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by
a court or advanced pursuant to subsection 2, may be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
the corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
3. The indemnification pursuant to NRS 78.502 and advancement of expenses
authorized in ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant
to NRS 78.7502 or for the advancement of expenses made pursuant to
subsection 2, may not be made to or on behalf of any director or officer
if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person. As to indemnification for
liabilities arising under the Securities Act of 1933 for directors,
officers, and controlling persons of the Company, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is
unenforceable.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
We will retain Mr. Amersey as the sole officer and director of the
Company until closing of the Agreement. Following closing of the Agreement,
Mr. Fuschino will serve as the Company's President, CFO, Secretary, and sole
director, until his successor(s) are duly elected and qualified. Mr. Amersey
will not receive additional compensation during this interim period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
3.1* Articles of Incorporation
3.2* By-Laws
10.1 Stock Purchase Agreement, by and among Nitin Amersey
and Ben Fuschino, entered into on May 20, 2010.
* Filed as an exhibit to our registration statement on Form 10, as filed with
the Securities and Exchange Commission on October 28, 2009 and incorporated
herein by this reference.
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 thereunto duly authorized.
ABC Acquisition Corp 1501
(Registrant)
Date: May 26, 2010 By: /S/ Nitin Amersey
Nitin Amersey
President, Chief Executive
Officer