-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdnWP6H3kSuhSn2yIQkpxb0umFE7nSxB5WcZoWm6sQb5DtBO3YqUaDTu0oVYBeTd /6JZSsP2dOVaQyKEUlq22Q== 0000919574-08-002645.txt : 20080428 0000919574-08-002645.hdr.sgml : 20080428 20080428171240 ACCESSION NUMBER: 0000919574-08-002645 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080428 DATE AS OF CHANGE: 20080428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Business Holdings, Inc CENTRAL INDEX KEY: 0001355835 STANDARD INDUSTRIAL CLASSIFICATION: TEXTILE MILL PRODUCTS [2200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83982 FILM NUMBER: 08782068 BUSINESS ADDRESS: STREET 1: 1223 WILSHIRE BLVD STREET 2: SUITE 851 CITY: SANTA MONICA STATE: CA ZIP: 90403 BUSINESS PHONE: (310)395-7123 MAIL ADDRESS: STREET 1: 1223 WILSHIRE BLVD STREET 2: SUITE 851 CITY: SANTA MONICA STATE: CA ZIP: 90403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Guerrilla Capital Management LLC CENTRAL INDEX KEY: 0001345433 IRS NUMBER: 134060043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 692-7692 MAIL ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 d878085_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) American Business Holdings, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 02476R200 - -------------------------------------------------------------------------------- (CUSIP Number) Peter Siris c/o Guerrilla Capital Management, L.L.C. 237 Park Avenue, 9th Floor New York, New York 10017 United States of America - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 2008 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP No. 02476R200 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Guerrilla Capital Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 800,000 8. SHARED VOTING POWER 2,800,000 9. SOLE DISPOSITIVE POWER 800,000 10. SHARED DISPOSITIVE POWER 2,800,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,600,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.15% 14. TYPE OF REPORTING PERSON IA, OO CUSIP No. 02476R200 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hua-Mei 21st Century Partner, LP 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,800,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,800,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,800,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.14% 14. TYPE OF REPORTING PERSON PN CUSIP No. 02476R200 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is the American Business Holdings, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's offices is No.194, Guogeli Street, Harbin, Heilongjiang Province, China 150001. This schedule relates to the Issuer's Common Stock, $0.001 par value (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by Guerrilla Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager") and Hua-Mei 21st Century Partner, LP, a Delaware limited partnership (the "Partnership") (each a "Reporting Person" and collectively the "Reporting Persons"). The principal business address of the Investment Manager and the Partnership is located at 237 Park Avenue, 9th Floor, New York, New York 10017, United States of America. Guerrilla Capital Management, L.L.C. serves as investment manager for the Partnership and Guerrilla Partners L.P., a Delaware limited partnership (collectively, these funds are referred to as the "Clients"). (d) N/A. (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Guerrilla Capital Management, L.L.C. may be deemed to beneficially own 3,600,000 Shares. The funds for the purchase of such Shares came from the Clients' working capital. As of the date hereof, Hua-Mei 21st Century Partner, LP may be deemed to beneficially own 2,800,000 Shares. The funds for the purchase of such Shares came from the Reporting Person's working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business including leverage. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. The Reporting Persons reserve the right to be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors (the "Board"), other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value. It should be noted that Su Zhang, the Managing Director of an affiliate of the Investment Manager, also serves as an independent director on the Board. The Reporting Persons reserve the right to effect transactions that would change the number of shares they may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. As of the date hereof, Guerrilla Capital Management, L.L.C. may be deemed to be the beneficial owner of 3,600,000 Shares, or 19.15% of the Shares of the Issuer, based upon the 18,800,000* Shares outstanding as of April 15, 2008, according to the Issuer's most recent Form 8-K. Guerrilla Capital Management, L.L.C. has the sole power to vote or direct the vote of 800,000 Shares to which this filing relates. Guerrilla Capital Management, L.L.C. shares the power to vote or direct the vote of the 2,800,000 Shares to which this filing relates. Guerrilla Capital Management, L.L.C. has the sole power to dispose or direct the disposition of 800,000 Shares to which this filing relates. Guerrilla Capital Management, L.L.C. shares the power to dispose or direct the disposition of the 2,800,000 Shares to which this filing relates. Guerrilla Capital Management, L.L.C. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The 3,600,000 Shares were acquired for investment purposes. Guerrilla Capital Management, L.L.C. and/or Guerrilla Capital Management, L.L.C. on behalf of the Clients may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Guerrilla Capital Management, L.L.C. may engage in any or all of the items discussed in Item 4 above. Hua-Mei 21st Century Partner, LP shares the power to vote or direct the vote of the 2,800,000 Shares to which this filing relates. Hua-Mei 21st Century Partner, LP has the sole power to vote or direct the vote of 0 Shares to which this filing relates. Hua-Mei 21st Century Partner, LP shares the power to dispose or direct the disposition of the 2,800,000 Shares to which this filing relates. Hua-Mei 21st Century Partner, LP has the sole power to dispose or direct the disposition of 0 Shares to which this filing relates. The 2,800,000 Shares were acquired for investment purposes. Hua-Mei 21st Century Partner, LP may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, Hua-Mei 21st Century Partner, LP. may engage in any or all of the items discussed in Item 4 above. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by the Reporting Persons on behalf of the Clients are set forth in Exhibit B. - ---------- * The number of outstanding shares is based on the 17,000,000 Shares the Issuer reported outstanding as of April 15, 2008, adjusted for warrants held by the Reporting Persons. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April 28, 2008 ------------------------------- (Date) Guerrilla Capital Management, L.L.C.* By: /s/ Peter Siris ------------------------------------- Name: Peter Siris Title: Principal Hua-Mei 21st Century Partner, LP* Guerrilla Advisors, L.L.C., its general partner By: /s/ Peter Siris ------------------------------------- Name: Peter Siris Title: Principal * The Reporting Persons specifically disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interests therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated April 28, 2008 relating to the Common Stock, $0.001 par value of American Business Holdings, Inc. shall be filed on behalf of the undersigned. Guerrilla Capital Management, L.L.C.* By: /s/ Peter Siris ------------------------------------- Name: Peter Siris Title: Principal Hua-Mei 21st Century Partner, LP* Guerrilla Advisors, L.L.C., its general partner By: /s/ Peter Siris ------------------------------------- Name: Peter Siris Title: Principal * The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit B Transactions in the Common Stock and Warrants, $0.001 par value TRANSACTIONS BY HUA-MEI 21ST CENTURY PARTNER, LP Date of Number of Units Transaction Purchase/(Sold) Price per Share - ----------- --------------- --------------- 4/17/08 2,800,000 $1.00* - ---------- * Each unit includes one common stock and one warrant. 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