U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  Form 10-Q  (Mark One)  xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2010   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from ______________ to
______________  Commission File Number: 000-54109  ABC ACQUISITION CORP 1505 (Exact name of registrant as specified in its
charter)  Nevada
 
 27-2754169(State or other jurisdiction of
 
 (I.R.S. Employerincorporation or organization)
 
 Identification No.)
  300 Center Ave. Ste. 202 Bay City, MI 48708 
 (Address of principal executive offices)  (989) 891-0500 
 (Registrant’s telephone number, including area code) 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes  Nox  Indicated
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).Yes  No   Check
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated
  Filer                    
 
 Accelerated
  Filer                    Non-accelerated
  Filer                       
 
 Smaller Reporting Companyx
  Check whether the issuer is a
shell company (as defined in Rule 12b-2 of the Exchange Act).  YesxNo
   As
of November 15, 2010, there were 3,400,000 shares of common stock, par value
$0.0001, issued and outstanding.


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ABC Acquisition Corp
1505 FORM 10-Q INDEX  PagePART I – FINANCIAL INFORMATIONItem 1 Financial Statements
 
 3Item 2 Management’s Discussion and
  Analysis of Financial Condition and Results of Operations
 
 8Item 3 Quantitative and Qualitative
  Disclosures About Market Risk
 
 10Item 4 Controls and Procedures
 
 10PART II – OTHER INFORMATIONItem 1 Legal Proceedings
 
 10Item 1A Risk Factors
 
 11Item 2 Unregistered Sales of Equity
  Securities and Use of Proceeds
 
 11Item 3 Defaults Upon Senior
  Securities
 
 11Item 4 Removed and Reserved
 
 11Item 5 Other Information
 
 11Item 6 Exhibits
 
 12SIGNATURES
 
 13
       2


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PART I---FINANCIAL INFORMATION  Item 1. Financial
Statements.   ABC ACQUISITION CORP 1505(A Development Stage
  Company)BALANCE SHEETSeptember 30, 2010ASSETSCurrent Assets:Cash
 $
 321Total Current Assets
 
 
 321TOTAL ASSETS
 $
 321LIABILITIES AND STOCKHOLDERS' DEFICITCurrent Liabilities:Accounts payable
 
 
 $
 8,284Total Current
  Liabilities
 
 
 8,284Other Current Liabilities:Due to shareholder
 
 1,625Total Other Current
  Liabilities
 
 
 1,625Total Liabilities
 
 
 
 9,909Stockholders' Deficit:Preferred Stock par value
  $0.0001; 100,000,000 shares authorized;authorized; none issued
  and outstanding
 
 -Common Stock par value
  $0.0001; 400,000,000 shares authorized;
 
 3403,400,000 issued and
  outstanding on June 30, 2010Additional Paid-In-Capital
 
 29,970Deficit accumulated during
  the development stage
 
 (39,898)Total Stockholders'
  Deficit
 
 
 (9,588)TOTAL LIABILITIES AND
  STOCKHOLDERS' DEFICIT
 $
 321The accompanying notes
  are an integral part of these financial statements.
       3


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ABC ACQUISITION CORP 1505(A Development Stage Company)STATEMENT OF OPERATIONSFROM JUNE 1, 2010 (INCEPTION) TO SEPTEMBER 30, 2010Operating Expenses:General and administrative
 $
 39,898Total Operating Expenses
 
 39,898Loss Before Income Taxes
 
 (39,898)Income Tax Provision
 
 -Net Loss
 $
 (39,898)Loss Per Share:Basic and Diluted
 $
 -Weighted Average Shares
  Outstanding:Basic and Diluted
 
 3,400,000The accompanying notes
  are an integral part of these financial statements.
   4


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ABC ACQUISITION CORP 1505(A Development Stage Company)CONDENSED STATEMENT OF CASH FLOWSFROM JUNE 1, 2010 (INCEPTION) TO SEPTEMBER 30, 2010CASH FLOWS FROM OPERATING
  ACTIVITIESNetLoss
 
 $
 (39,898)Adjustments to reconcile
  net loss to net cashused in operating
  activities:Accounts payable
 
 8,284Net Cash Used In Operating
  Activities
 
 (31,614)CASH FLOWS FROM FINANCING
  ACTIVITIES:Proceeds from shareholder
  advances
 
 1,625Proceeds from sale of
  common stock
 
 30,310Net Cash Provided by
  Financing Activities
 
 31,935NET INCREASE IN CASH AND
  CASH EQUIVALENTS
 
 321CASH AND CASH EQUIVALENTS:Beginning of the Period
 
 -End of the Period
 $
 321The accompanying notes
  are an integral part of these financial statements.
   ABC ACQUISITION CORP 1505 (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  NOTE 1 - NATURE OF BUSINESS  ABC Acquisition Corp 1505 (the “Company”) was incorporated
on June 1, 2010 in the state of Nevada.  The Company intends to serve as a
vehicle to effect an asset acquisition, merger, exchange of capital stock or
other business combination with a domestic or foreign business.  At September 30, 2010, the Company has not yet commenced any
operations.  All activity from June 1, 2010 (Date of Inception) through
September 30, 2010 relates to the Company’s formation and the pending
registration statement described below.      5


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NOTE 1 - NATURE OF BUSINESS
(continued)  Going Concern  As reflected in the accompanying financial statements, the
Company is in the development stage with limited operations.  The Company had a
net loss of $39,898 from inception and has a working capital and stockholders’
deficiency of $9,588  at September 30, 2010.  This raises substantial doubt
about its ability to continue as a going concern.  The ability of the Company
to continue as a going concern is dependent on the Company’s ability to obtain
funding from its principal stockholder and implement its business plan.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  This summary of significant accounting policies is presented
to assist in understanding the Company’s financial statements.  These
accounting policies conform to accounting principles, generally accepted in the
 United States of America, and have been consistently applied in the
preparation of the financial statements.  Development Stage Company The Company is a development stage company as defined by ASC
915-10-05, “Development Stage Entity”.  The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced.  All losses accumulated, since
inception, have been considered as part of the Company’s development stage
activities.  Use of Estimates The preparation of financial statements, in conformity with
generally accepted accounting principles in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, disclosures of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from these estimates.  Fiscal Year End The Company has a fiscal year ending on December 31.  Cash Equivalents The Company considers all highly liquid investments with
maturities of three months or less at the time of purchase to be cash
equivalents.  Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash,
accounts payable and accrued expenses approximate fair value based on the
short-term maturity of these instruments.       6


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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)  Income Taxes  The Company uses the asset and
liability method of accounting for income taxes in accordance with ASC 740-10,
“Accounting for Income Taxes.” Under this method, income tax expense is
recognized for the amount of: (i) taxes payable or refundable for the current
year; and, (ii) deferred tax consequences of temporary differences
resulting from matters that have been recognized in an entity’s financial
statements or tax returns. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the results of operations in the period that includes the
enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported if, based on the weight of available positive and negative
evidence, it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  ASC 740-10 prescribes a recognition threshold and
measurement attribute for the financial statement recognition of a tax position
taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit
from an uncertain tax position taken or expected to be taken may be recognized
only if it is “more likely than not” that the position is sustainable upon
examination, based on its technical merits. The tax benefit of a qualifying
position under ASC 740-10 would equal the largest amount of tax benefit that is
greater than 50% likely of being realized upon ultimate settlement with a
taxing authority having full knowledge of all the relevant information. A
liability (including interest and penalties, if applicable) is established to
the extent a current benefit has been recognized on a tax return for matters
that are considered contingent upon the outcome of an uncertain tax position.
Related interest and penalties, if any, are included as components of income
tax expense and income taxes payable.  Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net
income, or loss, by the weighted average number of shares of common stock
outstanding for the period.  Diluted earnings (loss) per share is computed by
dividing net income, or loss, by the weighted average number of shares of both
common and preferred stock outstanding for the period.  New Accounting Standards Management does not believe that any recently issued, but
not yet effective, accounting standards, if currently adopted, would have a
material affect on the accompanying financial statements.  NOTE 3 - STOCKHOLDER’S EQUITY  On June 2, 2010, the
Company issued 3,100,000 shares of common stock at par value of $0.0001 to the
founder of the corporation, for
a total consideration of $310.  On July 1, 2010, the company issued 300,000
shares at $0.10 per share to various investors for total proceeds of $30,000.   7


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NOTE
4 INCOME TAX  At September 30, 2010, deferred
  tax assets consist of:
 
 0Net operating loss carry forward
 $Start-up costs capitalized for
  tax purposes
 
 39,898Gross deferred tax assets
 
 39,898Valuation allowance
 
 (39,898)Net deferred tax assets
 $
 -
  Realization of deferred tax assets
is dependent upon sufficient future taxable income during the period that
deductible temporary differences and net operating loss carry forwards are
expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a full
valuation allowance. The Company’s valuation allowance increased by $39,898
during 2010.   The difference between the
statutory tax rate of 15% and the effective tax rate of 0% is due to the
valuation allowance for deferred income tax assets.   Item 2.  Management’s
Discussion and Analysis of Financial Condition and Results of Operation. Forward Looking
Statements Certain statements, other than purely historical
information, including estimates, projections, statements relating to our
business plans, objectives, and expected operating results, and the assumptions
upon which those statements are based, are “forward looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934.  These forward-looking statements generally are identified by the
words “believes”, “project”, “expects”, “anticipates”, “estimates”, “intends”,
“strategy”, “plan”, “may”, “will”, “would”, “will be”, “will continue”, “will
likely result”, and similar expressions.  We intend such forward-looking
statements to be covered by the safe-harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, and
we are including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements are based on current
expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking
statements.  Our ability to predict results or the actual effect of future
plans or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles.  These risks and
uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including additional
factors that could materially affect our financial results, is included herein
and in our other filings with the SEC. Overview ABC
Acquisition Corp 1505 (“we”, “us”, “our”, the "Company") was
incorporated in the State of Nevada on June 1, 2010.  Since inception, we have
been engaged in organizational efforts and obtaining initial financing. We were
formed as a vehicle to pursue a business combination through the acquisition of,
or merger with, an operating business. On July 1, 2010, five outside investors,
MPKB Holdings Corp, Allison Carnegie, WhisperingPines
Development Corp, Derek Corp, and Nyx Management S.A. (individually, an
“Investor” and collectively, the “Investors”), invested funds in us in exchange
for shares of our Common Stock.  For a purchase price of $6,000 at $0.10 per
share, each Investor received 60,000 shares of our Common Stock.  In total, we
issued 300,000 shares of our Common Stock and received $30,000 in funds from
the Investors.  The shares issued to the Investors, however, will be restricted
until after a merger target has been identified and the merger has been
completed.   At this time, all initial financing has been funded by the
Investors and our sole officer and director, Mr. Nitin Amersey.  Mr. Amersey
currently holds 3,100,000 shares of our common stock.  8


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We filed a registration statement on Form 10 with the
U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2010, and
since its effectiveness, our principal objective for the next 12 months and
beyond has been to engage in a reverse merger transaction with a private
company, acquire assets or engage into other yet unspecified business or
businesses (a “Business Transaction”).  We are currently considered to be a "blank
check" company. The U.S. Securities and Exchange Commission (the “SEC”)
defines those companies as "any development stage company that is issuing
a penny stock, within the meaning of Section 3 (a)(51) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific
business plan or purpose, or has indicated that its business plan is to merge
with an unidentified company or companies." Under SEC Rule 12b-2 under the
Exchange Act, we also qualify as a “shell company,” because we have no or
nominal assets (other than cash) and no or nominal operations.  Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions.
We do not intend to undertake any effort to cause a market to develop in our
securities, either debt or equity, until we have successfully concluded a
Business Transaction. We intend to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to those
requirements.  It is our goal to achieve long-term growth potential
through a Business Transaction rather than immediate, short-term earnings.  We
will not restrict our potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of
business.  As of this date we have not entered into any definitive agreement
with any party, nor have there been any specific discussions with any potential
Business Transaction candidates regarding business opportunities for the
Company. Plan of
Operations We may consider a business which has recently
commenced operations, is a developing company in need of additional funds for
expansion into new products or markets, is seeking to develop a new product or
service, or is an established business which may be experiencing financial or
operating difficulties and is in need of additional capital. In the
alternative, a Business Transaction may involve the acquisition of, or merger
with, a company which does not need substantial additional capital, but which
desires to establish a public trading market for its shares, while avoiding,
among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering. Liquidity and Capital Resources We
were organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being
a publicly held corporation. The principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short term
earnings.  We
do not currently engage in any business activities that provide cash flow.  The
costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury or with
additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, our sole officer and director, Mr. Nitin Amersey, or other
investors.  We anticipate that the Company’s current assets, in addition to
funds already received from investors, will be sufficient to meet the costs
necessary to investigate and analyze potential business combinations.  Outside
of the Investors we secured on July 1, 2010 (as described in greater detail in
the Overview paragraph of Item 2), we have not identified any additional
funding sources for investigating and analyzing business combinations nor have
we developed a plan for funding if our current assets and funds prove
inadequate.  9


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During
the next 12 months we anticipate incurring costs related to:  (i)filing of Exchange Act reports,
and (ii)consummating an acquisition. We
anticipate we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned by or invested in
us by our stockholders, our sole officer and director, Mr. Nitin Amersey, or
other investors.  Inflation  Because
we have no current income producing operations, neither inflation nor changing
prices have had an impact on our net sales, revenues, and income from
continuing operations. Off-Balance Sheet Arrangements We have no off-balance sheet
arrangements. Item 3. Quantitative and
Qualitative Disclosures About Market Risk.  As
we are a smaller reporting company, we are not required to provide the
information required by this item.   Item
4.  Controls and Procedures. (a) Evaluation of disclosure controls and procedures. We maintain
disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e))
that are designed to assure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and
forms, and that such information is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosures.  As required by Exchange Act Rule 13a-15(b), as of the
end of the period covered by this report, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were effective as of that
date. (b) Changes in internal control over financial reporting. There was no change in our internal control over
financial reporting during the quarterly period ended September 30, 2010 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. PART II---OTHER INFORMATION  Item 1.  Legal
Proceedings.  There
are no legal proceedings that have occurred within the past five years
concerning our directors or control persons which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding
limiting one’s participation in the securities or banking industries, or a
finding of securities or commodities law violations.   10


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Item
1A.  Risk Factors.  As
we are a smaller reporting company, we are not required to provide the
information required by this item.  Item 2.Unregistered Sales of Equity Securities and Use of
Proceeds.  Unregistered Sales of
Equity Securities  On
July 1, 2010, the Investors (as defined in Part I, Item 2 herein) agreed to
invest funds in our Company in exchange for shares or our Common Stock.  For a
purchase price of $6,000 at $0.10 per share, each Investor received 60,000
shares of our Common Stock.  In total, we issued 300,000 shares of our common
stock and received $30,000 in funds.  We sold these shares of Common Stock
under the exemption from registration provided by Section 4(2) of the
Securities Act.  Use of Proceeds  We
intend that the net proceeds from the sale of our securities will be used for
the consummation of a Business Transaction, legal and accounting fees, and
other general corporate purposes.  Affiliated
Purchases of Common Stock The
table below sets forth information with respect to purchases of our common
stock made by us or on our behalf or by any “affiliated purchaser,” as such
term is defined in Rule 10b-18(a)(3) of the Securities Exchange Act
of 1934, as amended, during the quarterly period ended September 30, 2010. Period Covered
 
 Total Number
  Of Shares
  Purchased
 
 Average Price
  Paid Per Share
 
 Total Number Of Shares
  (Or Units) Purchased As
  Part Of Publicly
  Announced Plans Or
  Programs
 
 Maximum Number (Or
  Approximate Dollar Value)
  Of Shares (Or Units) That
  May Yet Be Purchased
  Under The Plans Or
  ProgramsJuly 1-31, 2010
 
 0
 
 $
 0.00
 
 —
 
 —August 1-31, 2010
 
 0
 
 0.00
 
 —
 
 —September 1-30, 2010
 
 0
 
 0.00
 
 —
 
 —Total
 
 0
 
 0.00
 
 —
 
 —
  Item
3.  Defaults Upon Senior Securities.  None.  Item
4.  (Removed and Reserved).  Item 5.  Other Information.  Not
applicable.   11


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Item 6. Exhibits.  INDEX
TO EXHIBITS  Exhibit
 
 Description*3.1
 
 Articles of Incorporation*3.2
 
 By-laws31.1
 
 Certification of our Chief
  Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities
  Exchange Act of 1934, as amended31.2
 
 Certification of our Chief
  Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities
  Exchange Act of 1934, as amended32.1
 
 Certification of our Chief
  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 200232.2
 
 Certification of our Chief
  Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes Oxley Act of 2002
  *
 Included in previously
  filed reporting documents.
      12


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SIGNATURES  Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.  ABC Acquisition Corp
  1505Dated: November 15, 2010
 By:
 /s/  Nitin
  AmerseyNitin AmerseyPresident, Chief Executive
  Officer, Chief Financial Officer, Secretary, and Director
   13


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