UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB




(Mark
One)




x
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the fiscal year ended December 31, 2007




o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the transition period from ___________ to ___________




Commission
file number 333-132429




AMERICAN
BUSINESS HOLDINGS INC.


Exact
name of registrant as specified in its charter)




Delaware(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)1223
      Wilshire Boulevard, Suite 851
              Santa
      Monica CA
            90403(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number, including area code:
            (310) 395-7123Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredNone
            NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $0.001(Title
      of class)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 x No o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes x No o





State
issuer’s revenues for its most recent fiscal year. $5,231,960





Aggregate
market value of the Common Stock held by non-affiliates of the Company as of
December 31, 2007: $ 3,000,000




Number of
shares of the registrant’s common stock outstanding as of February 15,
2008: 82,000,000 shares of Common Stock














TABLE
OF CONTENTS








Part
      IItem
      1.
            Description
      of Business.Item
      2.
            Description
      of Property.Item
      3.
            Legal
      Proceedings.Item
      4.
            Submission
      of Matters to a Vote of Security Holders.Part
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters.Item
      6.
            Management’s
      Discussion and Analysis or Plan of Operations.Item
      7.
            Financial
      Statements.Item
      8.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.Item
      8A.
            Controls
      and Procedures.Item
      8B.
            Other
      Information.Part
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.Item
      10.
            Executive
      Compensation.Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.Item
      12.
            Certain
      Relationships and Related Transactions.Item
      13.
            Exhibits.Item
      14.
            Principal
      Accountant Fees and Services.Signatures




















Except
as otherwise required by the context, all references in this prospectus to "we",
"us”, "our" , or "Company" refer to the consolidated operations of American
Business Holdings, Inc.., a Delaware corporation, and its wholly owned
subsidiaries.




Forward-Looking
Statements and Associated Risks




The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for certain
forward-looking statements. Some of the statements contained in this annual
report of the Company discuss future expectations, contain projections of
our operations or financial condition or state other forward-looking
information. Some statements contained in this annual report on Form 10-KSB that
are not historical facts (including without limitation statements to the effect
that we "believe," "expect," "anticipate," "plan," "intend," "foresee," or other
similar expressions) and are forward-looking statements. These forward-looking
statements are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that
future developments affecting us will be those anticipated by us. All comments
concerning our expectations for future revenue and operating results are based
on our forecasts of our plan of operation and do not include the potential
impact of any future acquisitions or operations. These forward-looking
statements involve significant risks and uncertainties (some of which are beyond
our control) and assumptions. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in the forward-looking
statements.




PART I




Item 1.  Description of
Business.





General




We were
incorporated as a Delaware Corporation on September 9, 2004 as a holding vehicle
to own and control textile and plastic packaging companies in Central and East
Africa. On September 12, 2004, we completed a Stock Purchase Agreement and Share
Exchange in which we purchased all of the outstanding membership shares in
Tissakin Ltd., a Democratic Republic of Congo Corporation, so that Tissakin Ltd.
became our wholly owned subsidiary. Now, through our wholly owned subsidiary,
Tissakin Ltd., (“Tissakin”) we are a manufacturer of bags for packaging
agricultural products in the Democratic Republic of Congo.




Tissakin
was established in 1952 as Tissaco by FICO (Financing and Commercialization of
Fiber), a Belgian holding company that invested heavily in what was then the
Belgian Congo. The company’s name was changed to Tissakin after 1960 when the
Belgian Congo gained independence. Tissakin expanded its operations in 1997 by
purchasing plant, property and equipment, and establishing a factory for making
packaging bags from natural jute fiber, polypropylene and polyethylene. In 2000,
Tissakin purchased a polypropylene/polyethylene recycling machine from Taiwan,
and its installation has significantly reduced manufacturing costs.




Products and
Services




In the
DRC, Tissakin is the manufacturer of bags for packaging agricultural products.
Tissakin’s bags are made of jute, and from polypropylene and polyethylene
granules. Tissakin purchases 65% of its jute from local sources and 35% from
Bangladesh. Most polypropylene and polyethylene is purchased from South Africa
because of favorable freight charges. Some granules are purchased from Belgium,
Spain, France, Malaysia, South Korea, Brazil, Indonesia and the United
States.





Competition




International
regulations require that coffee, cacao, and tobacco be packed and exported in
jute bags. In this, Tissakin is the only jute factory in the DRC.














There is
one other manufacturer of polypropylene bags in the DRC; however, Tissakin has
secured an advantageous market position because of brand recognition in the DRC.
Competitive polypropylene bags are manufactured in China, India, Zambia, and
Zimbabwe. However, such foreign-based manufacturers have been subject to
interruptions in the supply-chain. Because Tissakin is a DRC company, it does
not face the same uncertainties and risks associated with importing.
Additionally, Tissakin’s pricing policy for its polypropylene bags is to match
or better its competitors’ prices.





Tissakin
established the polyethylene product line as a vertical integration to produce
liners for use in its polypropylene bags. Over 70% of Tissakin’s polyethylene
production becomes liners for Tissakin’s polypropylene bags; the remaining
capacity is used to produce plastic bags for such established clients as the
local hotels and other shopping marts.




Significant
Clients





During
the year ended December 31, 2007, the following were Tissakin’s significant
clients:




1.
            Compagnie
      Sucriere de Kwilu Ngongo (CSKN), a Belgian owned local sugar producer with
      corporate offices in Brussels. CSKN buys nearly 15% of Tissakin’s annual
      production of bags.2.
            Midema
      is the largest flourmill in the DRC and is the second largest client of
      Tissakin. The Seaboard Corp., a US company with corporate offices in the
      vicinity of Washington, D.C, owns Midema. Midema accounts for 15% of our
      sales.3.
            CILU,
      a Belgian-owned cement factory is approximately 10% of our
      sales4.
            CDI
      BWAMANDA, a Vatican-financed company dealing in agricultural products, is
      approximately 10% of our sales.5.
            Other
      clients of Tissakin include the United Nations Development Program (UNDP),
      UNHCR, and the European Community. All are important clients for Tissakin
      as there are numerous United Nations and EEC-sponsored agricultural
      programs in the DRC. These combined account for about 25% of our
      sales.




The
above-mentioned customers purchased over 60% of Tissakin’s production during the
year ended December 31, 2007. The remaining production was sold to small local
agricultural producers in various parts of the country as well as various
agricultural projects sponsored by the Congolese Government under their National
Service and Strategic Governmental Reserves programs such as the World Food
Program and CTB, which is the Belgium Government aid organization.





Suppliers




Tissakin
maintains a strict policy of not having any contractual agreements with any raw
material suppliers. This gives us flexibility in terms of negotiating the best
price and quality for our raw material with any supplier we chose. We do not
have any long term contracts, they are terminable at will, without any material
termination clauses. We deal in the spot market with brokers or direct suppliers
on a as needed basis.




Employees




Syed
Irfan Husain, our President, Chief Executive Officer, and Chief Financial
Officer is our sole employee. However, our wholly owned subsidiary, Tissakin,
employs 235 workers. From time to time, Tissakin also engages daily hires to
help out with non-production related chores such as offloading raw material or
other menial labor.




Governmental
Regulations




There are
no governmental approvals necessary to conduct our current business and the
consulting industry is not generally subject to any governmental regulation.
Although this permits us to provide our services without the time and expense of
governmental supervision it also allows competitors to more easily enter this
business market.




Subsequent
Events





On March
9, 2007, the Company effectuated a 10-1 forward split of its issued and
outstanding which increased the Company’s outstanding shares from 8,200,000
shares to 82,000,000 shares.











Item 2. Description of
Property.





We
currently use the offices of management at 1223 Wilshire Boulevard, Suite 851,
Santa Monica CA 90403. This office space is leased to us for $500 per month on a
month to month basis. We believe that this space is sufficient and adequate to
operate our current business.




We also
own property, plant and equipment located in the Democratic Republic of Congo,
in the City of Kinshasa. The company maintains an on premise repair, maintenance
and machine shop managed by engineers, to keep all production equipment in
working order. This shop also maintains the property, building and plant in
working order and does repairs and upkeep as needed as well as plant expansion
and upgrades. Overall the condition of the property, plant and equipment is
maintained in working order and is kept in good condition.





Item 3.  Legal Proceedings.




Neither
the Company nor any of its subsidiaries is a party to any pending or threatened
legal proceedings.





Item
4.  Submission of Matters
to a Vote of Security Holders.





None





PART II





Item
5. Market for Common
Equity and Related Stockholder Matters.





Market
Information





There is
presently no public market for our common stock. We anticipate applying for
trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms
apart. However, we can provide no assurance that our shares will be traded on
the bulletin board or, if traded, that a public market will
materialize.





Holders




As of
February 15, 2008, in accordance with our transfer agent records, we had 44
record holders of our Common Stock, holding 82,000,000 shares.





Dividends





Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available therefore. We have
never declared or paid any dividends on our common stock. We intend to retain
any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock
to our stockholders for the foreseeable future.





Recent Sales of Unregistered
Securities




None





Item
6. Management’s
Discussion and Analysis or Plan of Operations.





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.












Overview





We were
incorporated as a Delaware Corporation on September 9, 2004 as a holding vehicle
to own and control a textile and plastic packaging company in Central and East
Africa. On September 12, 2004, we completed a Stock Purchase Agreement and Share
Exchange in which we purchased all of the outstanding membership shares in
Tissakin Ltd., a Democratic Republic of Congo Corporation, so that Tissakin Ltd.
became our wholly owned subsidiary.




Through
its wholly owned subsidiary, Tissakin Ltd., we are a manufacturer of bags for
packaging agricultural products in the Democratic Republic of Congo. The bags
are made of jute and polypropylene and polyethylene granules. The comparative
results of business activity discussed are that of American Business Holdings
Inc. and its subsidiary, Tissakin for the years ended December 31, 2006 and 2007
and the quarters ended June 30, 2007 and June 30, 2006.




The
demand for our products has been growing every year for the last several years.
There is substantial amount of aid that is being donated to the D.R. Congo from
institutions such as the World Bank, International Monetary Fund as well as
direct aid from USA and the European Community. A large percent of this aid is
for agricultural and infrastructure projects. Tissakin, being an agricultural
packaging company in the D. R. Congo, is in an position to benefit directly from
the increased agricultural production that will derive from this aid. We feel
there’s an need to initially double our capacity from a production of 15 million
bags per year to 30 million.. Therefore, our ability to achieve our business
objectives is contingent upon our success in raising additional capital to enter
new markets and then rely on cash flows from operations for future
growth.





Plan of
Operations





During
the next twelve months, we expect to take the following steps in connection with
the further development of our business and the implementation of our plan of
operations:




We will
focus on striking more sales agreements. Based on the increase in our market, we
believe we should expand our operations in related plastic fields as well as
continue to reinvest in our core business of sack production. We have identified
two areas for investment/expansion.





The first
area we have identified is our core business of sack production. Based on the
fact that we have to import bags to meet the demands of our customer, we feel
that we have room to grow our core business to meet demand. The past years of
neglect and civil wars have taken their toll on the agricultural sector. But
with the infusion of direct monetary and material aid, the prospects for the
agricultural sector look more promising than at any time in this nation’s
history.




We need
to keep pace with the increasing demand for bags as the agricultural output
increases in the D.R. Congo. If we allow demand to surpass our ability to
supply, we risk competition from imports from India and China. In order to meet
increasing demand, we believe that we need to double our existing capacity to at
least 30 million bags per year.




In order
to achieve this objective, we will need to purchase 6-8 looms at an approximate
cost of $150,000. We will also need to hire an additional 100 workers. Our raw
material consumption and cost will also rise but these costs will be offset by
the increase in sales.




Another
area we’ve identified for diversification is in blow-molding. There’s a large
demand for 1-4 liter, 4-liter, 5-liter, 20-liter, and 30-liter plastic jerry
cans. In Oct 2005, Tissakin already set up a small scale project to test the
market with Taiwanese machines. In its first few months of operation, we’ve
managed to procure a contract to supply the European oil company, TOTAL, with
1-liter and 4-liter jerry cans and the local market with our own model of
5-liter jerry cans. With the order from TOTAL, Tissakin is already over its
capacity. Towards, the middle of 2008, we’ll have to double the capacity of our
blow molding section.




The
second area for investment/expansion is plastic containers. We are forecasting
an increase in the production of palm oil in the DRC. Palm oil is the main
ingredient in all Congolese cooking and is packaged in 5-liter plastic “jerry
cans.”  There is also an increasing need for potable drinking water for the
population. Many companies are now in the business of providing clean drinking
water locally.













Both of
these products need to be packed in 5-liter containers for easy handling. The
management at Tissakin has already set up a primary production unit for the
5-liter jerry cans and besides supplying to the local companies producing oil
and water, we provide 1 liter and 4 liter jerry cans to a European oil company,
Total/Fina. We feel that the existing capacity is not enough to supply the local
oil and water producers as well as Total/Fina and will have to increase the
capacity in 2008.




Our
machines can make up to 5-liter jerry cans which are what the local market
absorbs the most. A blow molding machine of 5-liter jerry cans can produce
bottles of 500ml to jerry cans of 5-liter. There are no changes required to the
machine. The changes are only in the mold in that a 1-liter mold is smaller than
a 5-liter mold and thus the changes are mostly in cycle time and the adaptations
that come incorporated in the mold to allow a machine of 5-liter to produce a
smaller item. The cycle time refers to the time required to produce one unit.
The cycle time for a 5-liter jerry can may be around 45 seconds whereas for a
1-liter, it may be around 15 seconds. Our machines also have a built in quality
control device which allows us to not only adjust the cycle time but also to
pick the areas of the mold where we want to inject more material or
less.




Tissakin
needs to double its existing capacity of sack production. The cost per loom is
approximately $20.000 USD and we estimate that we will need to add 6-8
looms.




Tissakin
will need to add to its capacity of blow-molding. The existing capacity of only
one blow-molding extruder is insufficient as almost 60% of this capacity is
already used up by one client alone, namely Total/Fina Oil Company. The
remaining 40% capacity is insufficient to satisfy the demand for 5-liter jerry
cans. We feel the need to add another blow-molding machine of 1-liter to 5-liter
capacity and another machine that will produce jerry cans of 10-liter, 20-liter,
and 30-liters. The cost of the 5-liter machine is approximately $ 250,000 USD
and the larger capacity machine will be approximately $400,000 USD. The 5-liter
mold will cost approximately $15,000 USD and the 10, 20, and 30-liter molds cost
approximately $25,000 USD.




In order
to increase our capacity, we will attempt to raise capital from sale of our
common stock, business lines of credit, and loans from investors, shareholders
or management, and/or joint venture partners. At present, we have no financing
agreements with any institutions. Management will use its best efforts to raise
the additional funds carry out the planned program but there is significant risk
that we may not secure the necessary funding.





Revenues





For the
year ended December 31, 2007 our revenue increased by  $ 424,276 to
$5,231,960 as compared to $4,807,684
for the year ended December 31, 2006. The increase is due to an increase in
overall sales of our main
product line, ie. Polypropylene bags, as well as plastic sachets and an increase
in sales of our new product lines like Water/Oil jerry cans.  One of our
major existing customers to whom the sales have increased during the year is
B.T.C. (Belgian Technical Co-operation). This is due to increase in agricultural
aid from Belgian Govt. to Congo.





We were
able to take advantage of increase in demand by increasing the selling price of
our products to new customers. 
Ministry of Agriculture, Govt. of Republic of Congo is our new client, which
started buying our products
in year 2006.





Total
Expenses





Cost of
Sales increased from $4,126,520 for the year ending December 31, 2006 to
$4,412,985 for the year ending
December 31, 2007, an increase of $286,465.





General
and administrative expenses which include office expenses, travel and
entertainment, and professional fees increased from $555,135 for the year ended
December 31, 2006 to $627,740 for the year ended December 31, 2007.  Non
depreciation General and Administrative expenses increased from $343,672 for the
year ended December 31, 2006 to $399,627 for the year ended December 31,
2007.  The increase in our general and administrative expenses was due to
additional expenses required in order to become a publicly traded company, and
remain in compliance with all reporting requirements. These additional expenses
include traveling cost, legal and accounting fees, auditing fees and
professional fees associated with obtaining public listing. The general and
administrative overheads also include travel and entertainment cost regarding
other overseas business trips which were incurred in the process of our
company’s public listing.














Net
Income





Our net
income from operations increased from $68,984 for the fiscal year ending
December 31, 2006 to $131,768 for the year ended December31, 2007.  The
increase in Net Income was due to an increase in revenues and gross
margins.





Liquidity and Capital
Resources




We raised
$40,000 in a private placement in December 2004 and have a cash balance at
December 31, 2007 of $1,881,917. These funds, as well as our business activity,
will allow us to have positive cash flows for the current year.




We have
historically satisfied our cash requirements through revenues, short term
financings, and issuance of common stock for cash. We anticipate that cash
requirements will continue to increase as we continue to expend resources to
build infrastructure, pursue additional markets, and establish support and
administrative organizations. At present, we have no lines of credit or any
financing agreements in place. The company believes that any long term or short
term liquidity needs are sufficiently met by our cash balance in the company. We
intend to fund any material expenses for capital expenditures with our cash
balance.




In March
2006, the Company filed a registration statement with the SEC which was declared
effective in February 2007 registering shares of Common Stock issued to
investors in connection with the private placement in December
2004.





Recent Accounting
Pronouncements




SFAS 155,
Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting for
Servicing of Financial Assets were recently issued.  SFAS 155 and 156
have no current applicability to the Company and have no effect on the financial
statements.





Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).












Item 7.  Financial
Statements.







AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 
 CONSOLIDATED
FINANCIAL STATEMENTS
 
 
 AS
OF DECEMBER 31, 2007 AND 2006
 
 
 
  
 
 
 
 
 
 AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 Consolidated
Financial Statements Table of Contents
 
 CONSOLIDATED
      FINANCIAL STATEMENTS
                        PageIndependent
      Auditor'S Report
                        F-1Balance
      Sheet
                        F-2Statement of
      Operations
                        F-3Statement of
      Stockholders' Equity
                        F-4Statement of Cash
      Flow
                        F-5Notes to the
      Financial Statements
                        F-6
 
 
 Report of Independent
Registered Public Accounting Firm
 
 
 
 
 We have
audited the accompanying consolidated balance sheets of American Business
Holding Corporation and Subsidiary as of December 31, 2007 and December 31, 2006
and the related statements of operations, stockholders’ equity, and cash flows
for the twelve months then ended. These financial statements are the
responsibility of company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of American Business Holding
Incorporated and Subsidiary at December 31, 2007 and December 31, 2006 and the
results of its operations and its cash flows for the twelve months then ended in
conformity with U.S. Generally Accepted Accounting Principles.
 
 
 
 Gately
& Associates, L.L.C.
 Altamonte
Springs, FL
 February
25, 2008
      F-1
  AMERICAN
      BUSINESS HOLDING CORPORATIONAND
      SUBSIDIARYCONSOLIDATED
      BALANCE SHEETSAs
      of December 31, 2007 and December 31, 2006ASSETSCURRENT
      ASSETS
                
                12/31/07
                
                
                12/31/06Cash
                
                $
                1,881,917
                
                
                $
                1,055,497Accounts Receivable
                
                
                1,786,691
                
                
                
                1,659,191Inventory
                
                
                1,275,197
                
                
                
                1,446,751Total
      Current Assets
                
                
                4,943,805
                
                
                
                4,161,439PROPERTY, PLANT &
      EQUIPMENTProperty, Plant & Equipment
                
                
                33,017,135
                
                
                
                32,650,535Less: Accumulated Depreciation
                
                
                (12,378,741
                )
                
                
                (11,262,957
                )Total
      Property & Equipment
                
                
                20,638,394
                
                
                
                21,387,578TOTAL
      ASSETS
                
                $
                25,582,199
                
                
                $
                25,549,017LIABILITIES AND
      STOCKHOLDER'S EQUITYCURRENT
      LIABILITIES
                
                12/31/07
                
                
                12/31/06Accounts Payable
                
                $
                -
                
                
                $
                104,532Accrued expenses
                
                
                10,628
                
                
                
                4,682Total
      Current Liabilities
                
                
                10,628
                
                
                
                109,214OTHER
      LIABILITIESCustomer Deposits
                
                
                1,639
                
                
                
                1,639Total
      Other Liabilities
                
                
                1,639
                
                
                
                1,639TOTAL
      LIABILITIES
                
                
                12,267
                
                
                
                110,853STOCKHOLDER'S
      EQUITYPreferred Stock, $.001 par value;Authorized: 10,000,000 sharesIssued & Outstanding: none
                
                
                -
                
                
                
                -Common Stock, $.001 par value;Authorized: 500,000,000 sharesIssued & Outstanding: 82,000,000 shares
                
                
                82,000
                
                
                
                82,000Additional paid in capital
                
                
                22,958,000
                
                
                
                22,958,000Retained
      earnings
                
                
                2,529,932
                
                
                
                2,398,164Total Stockholder's Equity
                
                
                25,569,932
                
                
                
                25,438,164TOTAL LIABILITIES & STOCKHOLDER'S EQUITY
                
                $
                25,582,199
                
                
                $
                25,549,017
  The
accompanying notes are an integral part of these financial
statements.
   F-2
  AMERICAN
      BUSINESS HOLDING CORPORATIONAND
      SUBSIDIARYCONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the twelve months ending December 31, 2007 and 200612/31/07
                
                
                12/31/06REVENUE
                
                $
                5,231,960
                
                
                $
                4,807,684COST OF
      REVENUE
                
                
                4,412,985
                
                
                
                4,126,520GROSS PROFIT OR
      (LOSS)
                
                
                818,975
                
                
                
                681,164GENERAL AND
      ADMINISTRATIVE EXPENSES
                
                
                627,740
                
                
                
                555,135OPERATING
      INCOME
                
                
                191,235
                
                
                
                126,029INCOME TAX
      EXPENSE
                
                
                59,467
                
                
                
                57,045NET INCOME OR
      (LOSS)
                
                $
                131,768
                
                
                $
                68,984Earnings (loss) per
      share, basic and diluted
                
                $
                0.002
                
                
                $
                0.001Weighted average
      number of common shares
                
                
                82,000,000
                
                
                
                82,000,000
  The accompanying notes are
an integral part of these financial statements.
   F-3
  AMERICAN
      BUSINESS HOLDING CORPORATIONAND
      SUBSIDIARYSTATEMENT
      OF STOCKHOLDERS' EQUITYAs
      of December 31, 2007ADDITIONALCOMMON
                
                
                PAR
                
                
                PAID
      IN
                
                
                ACCUM.
                
                
                TOTALSTOCK
                
                
                VALUE
                
                
                CAPITAL
                
                
                DEFICIT
                
                
                EQUITYBalance,
      December 31, 2003
                
                
                80,000,000
                
                
                $
                80,000
                
                
                $
                22,920,000
                
                
                $
                2,337,801
                
                
                $
                25,337,801Distributions
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (54,847
                )
                
                
                (54,847
                )Stock
      issued for cash duringDecember
      2004 for $0.20 pershare
                
                
                2,000,000
                
                
                
                2,000
                
                
                
                38,000
                
                
                
                
                
                
                
                40,000Net
      income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                20,465
                
                
                
                20,465Balance,
      December 31, 2004
                
                
                82,000,000
                
                
                $
                82,000
                
                
                $
                22,958,000
                
                
                $
                2,303,419
                
                
                $
                25,343,419Net
      income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                25,761
                
                
                
                25,761Balance,
      December 31, 2005
                
                
                82,000,000
                
                
                $
                82,000
                
                
                $
                22,958,000
                
                
                $
                2,329,180
                
                
                $
                25,369,180Net
      Income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                68,984
                
                
                
                68,984Balance,
      December 31, 2006
                
                
                82,000,000
                
                
                $
                82,000
                
                
                $
                22,958,000
                
                
                $
                2,398,164
                
                
                $
                25,438,164Retroactive
      share issuancetreated
      as a 10-to-1 stock splitat
      par value, $0.001 per shareon
      March 9, 2007Net
      Income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                131,768
                
                
                
                131,768Balance,
      December 31, 2007
                
                
                82,000,000
                
                
                $
                82,000
                
                
                $
                22,958,000
                
                
                $
                2,529,932
                
                
                $
                25,569,932
  The accompanying notes are
an integral part of these financial statements.
   F-4
  AMERICAN
      BUSINESS HOLDING CORPORATIONAND
      SUBSIDIARYCONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the twelve months ending December 31, 2007 and 2006CASH FLOWS FROM
      OPERATING ACTIVITIES
                
                12/31/07
                
                
                12/31/06Net
      income (loss)
                
                $
                131,768
                
                
                $
                68,984Adjustments
      to reconcile net income to net cashprovided
      by  (used in) operating activities:Depreciation
                
                
                1,115,784
                
                
                
                1,091,465Increase
      (Decrease) in Accounts Receivable
                
                
                (127,500
                )
                
                
                (395,863
                )Increase
      (Decrease) in Inventory
                
                
                171,555
                
                
                
                (227,997
                )Increase
      (Decrease) in Accounts Payable
                
                
                (104,532
                )
                
                
                (234,545
                )(Increase)
      Decrease in Accrued Expenses
                
                
                5,946
                
                
                
                (350
                )(Increase)
      Decrease in Customer Advances
                
                
                -
                
                
                
                -Total
      adjustments to net income
                
                
                1,061,253
                
                
                
                232,710Net
      cash provided by (used in) operating activities
                
                
                1,193,021
                
                
                
                301,694CASH FLOWS FROM
      INVESTING ACTIVITIESCash
      paid for Property, Plant & Equipment
                
                
                (366,600
                )
                
                
                (126,123
                )Net
      cash flows provided by (used in) investing activities
                
                
                (366,600
                )
                
                
                (126,123
                )CASH FLOWS FROM
      FINANCING ACTIVITIESNone
                
                
                -
                
                
                
                -Net
      cash provided by (used in) financing activities
                
                
                -
                
                
                
                -CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                
                
                826,422
                
                
                
                175,571Cash
      - beginning balance
                
                
                1,055,497
                
                
                
                879,925CASH BALANCE END OF
      PERIOD
                
                $
                1,881,917
                
                
                $
                1,055,497SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Cash
      paid during the period for interest
                
                $
                -
                
                
                $
                -Cash
      paid during the period for income taxes
                
                $
                59,467
                
                
                $
                57,045
  The accompanying notes are
an integral part of these financial statements.
   F-5
   AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
  AMERICAN
BUSINESS HOLDING CORPORATION
 FINANCIAL
STATEMENT FOOTNOTES
 
 
 1.  Summary of Significant
Accounting Policies:
 
 Industry:
 American
Business Holding Corporation (the Company) was incorporated on September 9, 2004
in the State of Delaware with its resident agent located in
Delaware.  The Company’s fiscal year end is December 31, a calendar
year.  During September of 2004 the Company commenced operations with
the acquisition of Tissakin Ltd. (the Subsidiary).   The Parent
Company issued 8,000,000 shares of its common stock in exchange for all of the
216,000 outstanding shares of the Subsidiary.
 
 The
Subsidiary was incorporated in 1947 at Kinshasa, the then Belgian Congo under
the name Tissako Ltd.  During the year 1960 the name was changed to
Tissakin Ltd.  The Subsidiary is engaged in the manufacturing and sale
of bags for mainly agricultural packaging in the Democratic Republic of Congo
since 1998.  The Subsidiary is the principal manufacturer of bags for
agricultural packaging in a country that produces coffee, cacao, manioc, rice,
sugar, maize, corn flour as well as tea and tobacco.  The country’s
climate is tropical, yet mild, which allows for continuous agricultural
production throughout the year.
 
 Cash and Cash
Equivalents:
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 Functional
Currency:
 All
amounts in the Company’s financial statements and related footnotes are stated
in U.S. Dollars.  The Company had no significant gains or losses from
foreign currency transactions and no material adjustments to the financial
statements for translation adjustments.  The functional currency of
the Company is U.S. Dollars, but the Company does keep minimal amounts in the
local currency for transactions on a day to day basis in a country that uses
U.S. Dollars as well as its currency.  The Company reviews its
compliance with Statement of Financial Accounting Standards (SFAS) n° 52 on a
quarterly basis.
 
 Basis of
Accounting:
 The
Company’s financial statements are prepared in accordance with U.S. Generally
Accepted Accounting Principles (GAAP).  Revenues and expenses
associated with the manufacture of packaging and sale are accounted for as
revenue and expense when sold.  No extended warranties
exist.
  Estimates and
adjustment:
 The
Company’s management is of the opinion that all estimates and adjustment have
been made in accordance with Generally Accepted Accounting Principles in order
for the financial statements to not be misleading.
  The
preparation of financial statements is in conformity with U.S. Generally
Accepted Accounting Principles (GAAP) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.
   F-6
 AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
 
 The Accounting
Acquirer:
 Prior to
the acquisition of the Subsidiary, the Company was a non-operating corporation
with nominal assets in the form of cash.  The owners and management of
the Subsidiary, a private operating company, have operating control of the
Company as a result of the transaction.  Therefore, this transaction
is a capital transaction in substance, rather than a business combination, in
the form of a share exchange.  That is, the transaction is equivalent
to the issuance of stock by a private company, the Parent, for the stock of the
subsidiary which resulted in a re-capitalization of the Parent
Company.  The accounting is identical to that resulting from a reverse
acquisition, except no goodwill or other intangible assets are recorded. Because
the Subsidiary Company is essentially then treated as the acquirer for
accounting purposes, the equity accounts are adjusted for the share exchange and
carried forward.  Prior accumulated deficits of the Parent Company are
adjusted to additional paid in capital therefore carrying forward the
accumulated deficit or earnings of the Subsidiary Company.
 
 Revenue
Recognition:
 Revenues
resulting from the manufacture of packaging are recognized when
sold.  A deferred revenue account has been established in the
financial statements for deposits given in advance of sale.
 
 Inventory:
 Inventory
is accounted for at lower of standard cost or market.   The
Company starts with standard cost approximating the weighted average cost basis
with direct labour, direct materials and production overhead
applied.  Overhead applied is that of the production facility and does
not include general and administrative costs of its administration
office.  There are no unusual or significant purchase commitments nor
are there liens against and pledges of inventories.  The Company does
not hold an allowance for a decline in value to market value as the Company has
never had to reduce its inventory value below its cost.  There also
have been no significant market declines subsequent to the date of these
financial statements.
 
 Long-lived
Assets:
 Long
lived assets, including property and equipment and certain intangible assets to
be held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying value of the assets may not
be recoverable.  Impairment losses are recognized if expected future
cash flows of the related assets are less than their carrying
values.  Measurement of an impairment loss is based on the fair value
of the asset.  Long-lived assets and certain identifiable intangibles
to be disposed of are reported at the lower of carrying amount or fair value
less cost to sell.
 
 Property
and Equipment are first recorded at cost.  Depreciation is computed
using the straight-line method over the estimated useful lives of the various
classes of assets as follows:
 
 Computer
equipment                                                          3  years
 Vehicles                                                                                5  years
 Furniture
and
fixtures                                                         7  years
 Plant and
plant
machinery                                                
15  years
 Office
and industrial
buildings                                         25  years
 
 Maintenance
and repairs, as incurred, are charged to expense.  Betterments and
renewals are capitalized in plant and equipment accounts. Cost and accumulated
depreciation applicable to items replaced or retired are eliminated from the
related accounts; gain or loss on the disposition thereof is included as
income.
 
 
 F-7
 
  AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
 Income
Taxes:
 The
Parent Company utilizes the asset and liability method to measure and record
deferred income tax assets and liabilities.  Deferred tax assets and
liabilities reflect the future income tax effects of temporary differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and are measured using enacted tax
rates that apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized.  Currently, the Company has no U.S. tax
responsibility to account for in the financial statements.  To this
date the Parent Company has had no operating activity and therefore has no tax
liabilities or assets.
 
 The
Subsidiary Company records tax expense in accordance with the tax laws of the
Democratic Republic of the Congo and has no other tax liabilities.
 
 Fair Value of Financial
Instruments:
 The
Company’s financial instruments include cash and cash equivalents, short-term
investments, accounts receivable, accounts payable and other
liabilities.  The carrying amount of long-term debt, if used, to banks
approximates fair value based on interest rates that are currently available to
the Company for issuance of debt with similar terms and remaining
maturities.  The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities, currently; the
Company has no long-term obligations.
 
 Earning Per
Share:
 Basic
earnings per share (EPS) is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) n° 128, Earnings per Shares.
Diluted EPS reflects the potential dilution of securities that could share in
the earnings.
 
 Concentrations of
Risk:
 Financial
instruments, which potentially expose the Company to concentrations of credit
risk, consist principally of operating demand deposit accounts.  The
Company’s policy is to place its operating demand deposit accounts with high
credit quality financial institutions.  These financial institutions
are not insured by the FDIC.
 Only one
customer represents more than 10% of the Company’s total sales.
 
 2.  Accounts
Receivable:
 
 Accounts
receivable historically have been immaterial for bad debts to be accounted for
by the Company. The Company’s management has decided that an allowance is not
necessary.
  3.  Inventories:
 
 Major
categories of inventories are as follows:
  Year
                  
                  December 2007
                  
                  
                  December 2006Raw
      materials
                  
                  $
                  985,057
                  
                  
                  $
                  1,076,009Work
      in process
                  
                  
                  124,545
                  
                  
                  
                  153,335Finished
      goods
                  
                  
                  165,595
                  
                  
                  
                  217,407Total
                  
                  $
                  1,275,197
                  
                  
                  $
                  1,446,751
   F-8
 AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
  4.  Property, Plant and
Equipment:
 
 As
of December 31, 2007, Property, plant and equipment are accounted for as
follows:
 
 AccumulatedCost
                  
                  
                  Depreciation
                  
                  
                  Net
      valueLand
                  
                  $
                  8,467,920
                  
                  
                  $
                  0
                  
                  
                  $
                  8,467,920Industrial
      buildings
                  
                  
                  6,073,943
                  
                  
                  
                  2,291,916
                  
                  
                  
                  3,782,028Office
      building
                  
                  
                  719,712
                  
                  
                  
                  273,493
                  
                  
                  
                  446,220Residential
      buildings
                  
                  
                  5,171,160
                  
                  
                  
                  1,965,041
                  
                  
                  
                  3,206,119Vehicles
                  
                  
                  450,740
                  
                  
                  
                  314,298
                  
                  
                  
                  136,442Plant
      and machinery
                  
                  
                  11,856,434
                  
                  
                  
                  7,256,768
                  
                  
                  
                  4,599,666Computer
      and software
                  
                  
                  57,595
                  
                  
                  
                  57,595
                  
                  
                  
                  0Office
      furniture and fixtures
                  
                  
                  34,272
                  
                  
                  
                  34,272
                  
                  
                  
                  0Residential
      furniture & fixtures
                  
                  
                  185,359
                  
                  
                  
                  185,359
                  
                  
                  
                  0Total
                  
                  $
                  33,017,135
                  
                  
                  $
                  12,378,741
                  
                  
                  $
                  20,638,394
   Included
in cost of sales is depreciation expense of  $887,671 and included in
general and administrative expense is depreciation expense of
$228,113.
 
 As of
December 31, 2006, Property, plant and equipment are accounted for as
follows:
 
 AccumulatedCost
                  
                  
                  Depreciation
                  
                  
                  Net
      valueLand
                  
                  $
                  8,467,920
                  
                  
                  $
                  0
                  
                  
                  $
                  8,467,920Industrial
      buildings
                  
                  
                  5,818,343
                  
                  
                  
                  2,062,060
                  
                  
                  
                  3,756,283Office
      building
                  
                  
                  719,712
                  
                  
                  
                  249,501
                  
                  
                  
                  470,211Residential
      buildings
                  
                  
                  5,171,160
                  
                  
                  
                  1,792,669
                  
                  
                  
                  3,378,491Vehicles
                  
                  
                  339,740
                  
                  
                  
                  282,548
                  
                  
                  
                  57,192Plant
      and machinery
                  
                  
                  11,856,434
                  
                  
                  
                  6,598,953
                  
                  
                  
                  5,257,481Computer
      and software
                  
                  
                  57,595
                  
                  
                  
                  57,595
                  
                  
                  
                  0Office
      furniture and fixtures
                  
                  
                  34,272
                  
                  
                  
                  34,272
                  
                  
                  
                  0Residential
      furniture & fixtures
                  
                  
                  185,359
                  
                  
                  
                  185,359
                  
                  
                  
                  0Total
                  
                  $
                  32,650,535
                  
                  
                  $
                  11,262,957
                  
                  
                  $
                  21,387,578
   Included
in cost of sales is depreciation expense of $880,002 and included in general and
administrative expense is depreciation expense of $211,463.
  5.  Accounts Payable and Accrued
Expenses:
 
 Accounts
payable and accrued expenses consist of trade payables, accrued payroll and
payroll taxes created from normal operations of the business.
 
 6.  Long-term
Debt:
 
 Long-term
debt is not used by the Company.  The Company has no leases that would
be accounted for as long-term leases or capital leases.
 
  F-9
  AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
 7.  Stockholders’
Equity:
 
 The
Company has authorized 500,000,000 common shares of stock with a par value of
$.001 and the Company has authorized 10,000,000 preferred shares of stock with a
par value of $.001 of which none have been issued.
 
 During
December of the year 2004 the Company issued 200,000 shares of common stock for
$40,000, or $0.20 per share.  The stock issuance was a private
placement of shares of which the Company considers exempt from registration with
the U.S. Securities and Exchange Commission.
 
 During
September of 2004 the Company commenced operations with the acquisition of
Tissakin Ltd. (the Subsidiary) with the issuance of 8,000,000 shares of its
common stock for all of the 216,000 outstanding shares of the Subsidiary. The
transaction was accounted for as a reverse merger for consolidations as guided
by Generally Accepted Accounting Principals.  The transaction did not
culminate with the recording of Goodwill.
 
 The
Subsidiary issues stock without legal or par value.  There is no
requirement for authorization of shares for the Subsidiary under the
jurisdiction of incorporation.  There are 216,000 shares issued and
outstanding, held by the Company, those have all been accounted for as capital
stock.
 
 During
March 2007, the Company undertook a 10-for-1 forward stock split of the
Corporation’s issued and outstanding shares.
  8.  Employment Contract and
Incentive Commitments:
 
 The
Company’s subsidiary has labour contracts with no incentive
commitments.  Local law requires that after 26 days of employment a
contract is to be given to a semi-skilled, skilled or educated
employee.  The contract is in one of two forms.  A “Limited
Duration Contract” covers the employee for a period of time in which a specific
task(s) is completed.  The contract may then be cancelled when the
task(s) is completed.  A “Simple Labour” Contract is a permanent
labour contract which is not limited in duration.  Both contracts have
a structure of eight sanctions that if an employee is reprimanded the employee
has eight times to be reprimanded and upon the eighth sanction the employee is
terminated.
 
 9.  Deferred Tax Assets and
Liabilities:
 
 The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) n° 109.  As of September 30, 2007 and
December 31, 2006, the Company had no deferred tax asset or liabilities as the
Company had no US activities to account for deferred tax assets and
liabilities.  The Subsidiary Company pays income tax in accordance
with the laws of the Democratic Republic of the Congo whereby there are no
deferred tax assets and liabilities to account for.  If the parent
company accounted for the subsidiary’s income tax liability under the U.S. tax
code the Company would accrue a tax liability at an effective rate of 20%
whereby the tax liability for December 31, 2006 and December 31, 2005 would be
$13,796 and $5,150, respectively.  There would be no deferrals of tax
assets or liabilities that would be derived from applying U.S. accounting
standards.
   F-10
  AMERICAN
BUSINESS HOLDING CORPORATION
 AND
SUBSIDIARY
 
 NOTES TO
THE FINANCIAL STATEMENTS
  10. Litigation, Claims and
Assessments:
 
 There is
no litigation, claims and assessments asserted or known by the Company’s
management.
 
 11.
Subsequent
Events:
 
 There are
no material subsequent events known by the Company’s management.
   F-11
  Item
8. Changes In and
Disagreements with Accountants on Accounting and Financial
Disclosure.





None.




Item
8A. Controls and
Procedures.





Evaluation of Disclosure
Controls and Procedures





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
on this evaluation, our principal executive officer and principal financial
officer have concluded that our disclosure controls and procedures are effective
to ensure that information required to be disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.





Changes in Internal
Controls




There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the fourth quarter of fiscal 2006 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.




Item
8B. Other
Information.




None.














PART III


Item
9.  Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.




Our
executive officers and directors and their respective ages as of February 15,
2008 are as follows:




Name
            Age
            PositionSyed
      Irfan Husain
            42
            President,
              Chief
      Executive Officer,
              Chief
      Financial Officer, and
              Chairman
      of the Board of DirectorsSyed
      Idris Husain
            73
            Director




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




Syed Irfan Husain serves as
our President, Chief Executive Officer, Chief Financial Officer, and Chairman of
the Board of Directors. Mr. Husain was educated in the US beginning in
first grade. He holds a B.S. in Business Administration and MBA in International
Business and Finance, both of which he earned at the University of Rhode Island.
Mr. Husain is an American citizen. For the last five years he has worked as
Managing Director of our wholly owned subsidiary, Tissakin, Ltd. At Tissakin,
Ltd., he has doubled the capacity in both polypropylene bags as well as
polyethylene shopping bags. In 2005, he added a fourth product line, namely blow
molding. He has formed a key group of qualified staff in both the production
side as well as the administration side. He has streamlined the operations by
retiring redundant staff and workers and this move has served to reduce some
fixed labor costs. One of his main job responsibilities is to interact closely
with the clients and key government ministers such as finance, industry, and
economy.





Syed Idris Husain serves on
our Board of Directors. Mr. Husain was educated in India and after earning
a Bachelor of Science degree, he migrated to East Pakistan (now Bangladesh). In
1957, he started work as an apprentice in a jute factory and worked his way up
to general manager. After the India-Pakistan War of 1971, Mr. Husain was
offered the job of general manager at our wholly owned subsidiary, Tissakin,
Ltd.. In 1983, he became one of the shareholders in Tissakin, Ltd. and held the
position of Managing Director until 2001. He currently serves as the President
and Chief Executive Officer of Tissakin, Ltd. He is a permanent resident of the
United States and a citizen of Belgium.




Term of
Office





Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.




Family
Relationships




Syed
Irfan Husain, our President, Chief Executive Officer, Chief Financial Officer,
and Chairman of the Board of Directors is the son of Syed Idris Husain, our
Director and , Managing Director.











Involvement in Certain Legal
Proceedings




To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:




•
            the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;•
            convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
offenses);•
            subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or•
            found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.





Code of
Ethics




As a
public company, it is of critical importance that American Business Holdings,
Inc.’s filings with the Securities and Exchange Commission be accurate and
timely. Depending on their position with the Company, employees may be called
upon to provide information to assure that the Company’s public reports are
complete, fair, and understandable. American Business Holdings, Inc. expects all
of its employees to take this responsibility seriously and to provide prompt and
accurate answers to inquiries related to the Company’s public disclosure
requirements.




American
Business Holdings, Inc.’s Finance Department bears a special responsibility for
promoting integrity throughout the Company, with responsibilities to
stakeholders both inside and outside of the Company. The Chief Executive Officer
(CEO), Chief Financial Officer (CFO), and Finance Department personnel have a
special role both to adhere to the principles of integrity and also to ensure
that a culture exists throughout the Company as a whole that ensures the fair
and timely reporting of the Company’s financial results and conditions. Because
of this special role, the CEO, CFO, and all members of the Company’s Finance
Department are bound by the Financial Code of Ethics, and by accepting the
Financial Code of Ethics, each agrees that they will:




-
            Act
      with honesty and integrity, avoiding actual or actual conflicts of
      interest in personal and professional relationships.-
            Provide
      information that is accurate, complete, objective, relevant, timely and
      understandable to ensure full, fair, accurate, timely, and understandable
      disclosure in the reports and documents that American Business Holdings,
      Inc. files with, or submits to, government agencies and in other public
      communications.-
            Comply
      with the rules and regulations of federal, state and local governments,
      and other appropriate private and public regulatory
    agencies.-
            Act
      in good faith, responsibly, with due care, competence and diligence,
      without misrepresenting material facts or allowing one’s independent
      judgment to be subordinated.-
            Respect
      the confidentiality of information acquired in the course of one’s work,
      except when authorized or otherwise legally obligated to disclose.
      Confidential information acquired in the course of one’s work will not be
      used for personal advantage.-
            Share
      job knowledge and maintain skills important and relevant to stakeholders
      needs.-
            Proactively
      promote and be an example of ethical behavior as a responsible partner
      among peers, in the work environment and in the
  community.-
            Achieve
      responsible use of, and control over, all of the assets and resources
      employed by, or entrusted to yourself, and your
  department.













-
            Receive
      the full and active support and cooperation of the Company’s Officers, Sr.
      Staff, and all employees in the adherence to this Financial Code of
      Ethics.-
            Promptly
      report to the CEO or CFO any conduct believed to be in violation of law or
      business ethics or in violation of any provision of this Code of Ethics,
      including any transaction or relationship that reasonably could be
      expected to give rise to such a conflict. Further, to promptly report to
      the Chair of the Company’s Audit Committee such conduct if by the CEO or
      CFO or if they fail to correct such conduct by others in a reasonable
      period of time.





Compliance with Section
16(a) of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all reports under Section 16(a) required to be
filed by its officers and directors and greater than ten percent beneficial
owners were timely filed as of the date of this filing.




Item
10. Executive
Compensation.




SUMMARY
COMPENSATION TABLE





The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us from the date of our inception until December 31, 2007.




Name
      and
              Principal
      Position
            Year
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock
      Awards
              ($) (5)
            
            
            Option
      Awards
              ($)
            
            
            Non-Equity Incentive Plan
      Compensation ($)
            
            
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            
            
            All
      Other Compensation
              ($)
            
            
            Totals
              ($)Syed
      Irfan
              President,
      Chief Executive Officer, Chief Financial Officer
            2007
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            02006
            
            $
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0




Outstanding Equity Awards at Fiscal
Year-End Table. There were no individual grants of stock options to
purchase our common stock made to the named executive officers named in the
Summary Compensation Table during the fiscal year ended December 31, 2007, 2006
and 2005 and the subsequent period up to the date of the filing of this
prospectus.





None of
our directors have received monetary compensation since our incorporation to the
date of this registration statement. We currently do not pay any compensation to
our sole director serving on our Board of Directors.




Outstanding Equity Awards at Fiscal
Year-End Table. There were no individual grants of stock options to
purchase our common stock made to the named executive officers named in the
Summary Compensation Table during the fiscal year ended December 31, 2007, 2006
or 2005 and the subsequent period up to the date of the filing of this
prospectus.











Outstanding Equity Awards at Fiscal
Year-End Table. There were no individual grants of stock options to
purchase our common stock made to the named executive officers in the Summary
Compensation Table during the fiscal year ended December 31, 2007, and the
subsequent period up to the date of the filing of this prospectus.




Employment
Agreements




We do not
have any employment agreements in place with our sole officer and
director.




Item
11. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters.





The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of February 15,
2008 and by the officers and directors, individually and as a group. Except
as otherwise indicated, all shares are owned directly.




Title
      of Class
            Name
      and Address
              of
      Beneficial Owner (1)
            Amount
      and Nature
              of
      Beneficial Owner
            Percent
              of
      ClassCommon
      Stock
            Syed
      Idris Husain
            64,480,000
            78.64%Common
      Stock
            Syed
      Imran Husain
            7,760,000
            9.46%Common
      Stock
            Syed
      Irfan Husain
            7,760,000
            9.46%Officers
      and Directors
              As
      a Group
            
            72,240,000
            88.10%




(1) The
address for each of the beneficial owners listed in this table is 1223 Wilshire
Boulevard, Suite 851, Santa Monica CA 90403




The
percent of class is based on 82,000,000 shares of common stock issued and
outstanding as of February 15, 2008.




Item
12. Certain Relationships
and Related Transactions.





On
September 12, 2004, we completed a Stock Purchase Agreement and Share Exchange
in which we purchased all 216,000 outstanding membership shares in Tissakin
Ltd., a Democratic Republic of Congo Corporation, so that Tissakin Ltd. became
our wholly owned subsidiary. In exchange for the 216,000 shares, we issued a
total of 8,000,000 shares to the Tissakin shareholders. Of this amount,
6,448,000 shares were issued to Syed Idris Husain, 776,000 shares were issued to
Syed Irfan Husain, and 776,000 shares were issued to Syed Imran Husain. Based on
the foregoing, Syed Idris Husain, Syed Irfan Husain, and Syed Imran Husain are
deemed to be our promoters.




The
Company valued shares in the share exchange agreement based on the value of the
subsidiary prior to a capital raise for the Company which was a book value of
approximately $25,250,000. Both parties in the Share Exchange Agreement are the
same shareholders and exchanged shares.




Syed
Idris Husain is the father of Syed Irfan Husain and Syed Imran
Husain.












Item
13. Exhibits.


Exhibit No.
            
            Title
      of Document
            
            Location3.1.1
            
            Certificate
      of Incorporation
            
            Incorporated
      by reference to Amendment No. 1 to Form SB-2 filed on March 15,
      20063.2
            
            Bylaws
            
            Incorporated
      by reference to Amendment No. 1 to Form SB-2 filed on March 15,
      200631.1
            
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934
            
            Filed
      herewith32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Filed
      herewith




Item
14. Principal Accounting
Fees and Services.




Audit
Fees




For our
fiscal year ended December 31, 2007, we were billed approximately $ 7,500 for
professional services rendered for the audit and reviews of our financial
statements. For our fiscal year ended December 31, 2006, we were billed
approximately $ 7,500 for professional services rendered for the audit and
reviews of our financial statements.




Tax Fees




For our
fiscal years ended December 31, 2007 and 2006, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.




All Other
Fees




The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended December 31, 2007 and
2006.





SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




AMERICAN
      BUSINESS HOLDINGS, INC.By:
            /s/
      Sayed Irfan HusainSayed
      Irfan HusainPresident,
      Chief Executive Officer,
              Chief
      Financial Officer and Principal Accounting OfficerDate:
            February
      28, 2008





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Name
            
            Title
            
            Date/s/
      Sayed Irfan Husain
            
            President,
      Chief Executive Officer,
            
            February
      28, 2008Sayed
      Irfan Husain
            
            Chief
      Financial Officer and Principal Accounting Officer