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: 000-54115  ABC ACQUISITION CORP 1502 (Exact name of registrant as specified in its
charter)  Nevada
 
 27-2332860(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 35,000,000 shares of common stock, par value $0.0001,
issued and outstanding.


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ABC Acquisition Corp 1502 FORM 10-Q INDEX   PART I  FINANCIAL INFORMATIONItem 1
     Financial Statements
     3Item 2
     Managements Discussion and Analysis of Financial Condition and
Results of Operations
     7Item 3
     Quantitative and Qualitative Disclosures About Market Risk
     9Item 4
     Controls and Procedures
     9PART II  OTHER INFORMATIONItem 1
     Legal Proceedings
     10Item 1A
     Risk Factors
     10Item 2
     Unregistered Sales of Equity Securities and Use of Proceeds
     10Item 3
     Defaults Upon Senior Securities
     10Item 4
     Removed and Reserved
     10Item 5
     Other Information
     10Item 6
     Exhibits
     11SIGNATURES
     
     11
    2


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PART I---FINANCIAL INFORMATION  Item 1. Financial
Statements.   ABC ACQUISITION CORP 1502(A Development Stage Company)BALANCE SHEETSeptember 30, 2010ASSETSCurrent Assets:Cash
 $
 3,600Total Current Assets
 
 3,600TOTAL ASSETS
 $
 3,600LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent Liabilities:Accounts payable
 
 
 $
 2,625Total Current Liabilities
 
 2,625Other Current Liabilities:Due to shareholder
 
 1,450Total Other Current
  Liabilities
 
 1,450Total Liabilities
 
 4,075Stockholders’ Deficit:Preferred Stock par value
  $0.0001; 100,000,000 shares authorized;none issued and
  outstanding
 
 
 -Common Stock par value $0.0001;
  400,000,000 shares authorized;
 
 3,50035,000,000 issued and
  outstandingDeficit accumulated during
  the development stage
 
 (3,975)Total Stockholders' Deficit
 
 
 (475)TOTAL LIABILITIES AND
  STOCKHOLDERS' DEFICIT
 $
 3,600The accompanying notes
  are an integral part of these financial statements.
    3


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ABC ACQUISITION CORP 1502(A Development Stage Company)STATEMENT OF OPERATIONSInception(April 12, 2010)to September30, 2010Operating Expenses:General and administrative
 $
 3,975Total Operating Expenses
 
 3,975Loss Before Income Taxes
 
 (3,975)Income Tax Provision
 
 -Net Loss
 $
 (3,975)Loss Per Share:Basic and Diluted
 $
 -Weighted Average Shares
  Outstanding:Basic and Diluted
 
 35,000,000The accompanying notes
  are an integral part of these financial statements.
   4


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ABC ACQUISITION CORP 1502(A Development Stage Company)CONDENSED STATEMENT OF CASH FLOWSFROM APRIL 12, 2010 (INCEPTION) TO SEPTEMBER 30,
  2010CASH FLOWS FROM OPERATING
  ACTIVITIESNet Loss
 
 $
 (3,975)Adjustments to reconcile
  net loss to net cashused in operating
  activities:Accounts payable
 
 2,625Net Cash Used In Operating
  Activities
 
 (1,350)CASH FLOWS FROM FINANCING
  ACTIVITIES:Proceeds from shareholder
  advances
 
 1,450Proceeds from sale of
  common stock
 
 3,500Net Cash Provided by
  Financing Activities
 
 4,950NET INCREASE IN CASH AND
  CASH EQUIVALENTS
 
 3,600CASH AND CASH EQUIVALENTS:Beginning of the Period
 
 -End of the Period
 $
 3,600The accompanying notes
  are an integral part of these financial statements.
    ABC ACQUISITION CORP 1502 (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS  NOTE 1 -
NATURE OF BUSINESS  ABC Acquisition Corp 1502
(the “Company”) was incorporated on April 12, 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 April 12, 2010
(Date of Inception) through September 30, 2010 relates to the Company’s
formation and the pending registration statement described below.  Going Concern  As reflected in the
accompanying financial statements, the Company is in the development stage with
limited operations.  The Company ha a net loss of $3,975 from inception and has
a working capital and stockholder’s deficiency of $3,975 at September 30,
2010.  This raises substantial doubt about its ability to continue as a goingconcern.  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.  5


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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.  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.   6


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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 April 15, 2010,
the Company issued 35,000,000 shares of common stock at par value of $0.0001 to
the founder of the corporation, for a total consideration of $3,500.  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
 
 3,975Gross
  deferred tax assets
 
 3,975Valuation
  allowance
 
 (3,975)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 $3,975 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.  7


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Overview ABC Acquisition Corp 1502 (“we”, “us”, “our”, the "Company") was incorporated in the State of Nevada on April 12, 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. We filed a registration statement on Form 10 with the U.S. Securities
and Exchange Commission (the “SEC”) on September 10, 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 Transactions 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, management or other investors.  We anticipate that, with funding
from our founder, Mr. Nitin Amersey, the Company’s current assets will be
sufficient to meet the costs necessary to investigate and analyze potential Business Transactions. Mr. Amersey has given us his firm promise that he will fund us for the next
12 months.  We have not at this point discussed with Mr. Amersey a maximum
funding amount or general terms of any loans provided to us.   8


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We have not identified any additional
funding sources for investigating and analyzing Business Transactions nor have
we developed a plan for funding if our current assets prove inadequate.  During
the next 12 months we anticipate spending approximately $19,600 on costs
related to:  (i)filing of Exchange Act reports, and (ii)consummating a Business Transaction. Specifically,
we anticipate spending approximately $10,000 on attorney’s fees related to the
filing of Exchange Act reports, $6,000 on auditor fees related to the filing of
  Exchange Act reports, $600 on Edgar filing services, and $3,000 related to the
consummation of a Business Transaction.  Currently,
we have $3,600 in our treasury which we expect we will be sufficient to fund
our operations for the next 3 months.  In order to successfully conduct our
operations and satisfy our obligations for the next 12 months, we anticipate
that we will need $16,000 of additional capital.  We anticipate that this
additional capital will be loaned by or invested in us by our stockholders,
management 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.  9


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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.  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  None.  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.   10


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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.
            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 1502Dated: November 15, 2010
 By:
 /s/  Nitin
  AmerseyNitin AmerseyPresident, Chief Executive Officer, Chief Financial Officer, Secretary, and Director
     11


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