American Business Corporation, formerly known as Logistics Management Resources, Inc., incorporated in January 1987, is a blank check company. The Company previously provided freight transportation through its subsidiary U.S. Trucking, Inc. However, during the year ended December 31, 2000, the Company ceased the operations of its transportation business. Accordingly, on November 30, 2000, four of the Company's operating subsidiaries that collectively comprised substantially all of the transportation business, filed for Chapter 11 protection in the Bankruptcy Court of the Northern District of Florida. These filings were subsequently converted to Chapter 7. The Company, which did not file for bankruptcy protection, disposed of 100% of its ownership interest in the transportation business on December 30, 2003. The Company did not conduct any research and development or selling and marketing activities during the year ended December 31, 2004. On May 21, 2004, the Company and Y2 Ultra-Filters, Inc., a privately owned Wyoming corporation (Y2) agreed upon the terms and conditions of a form of purchase and contribution agreement effective on April 28, 2004, wherein it agreed to purchase the worldwide rights to market and sell Y2's filtration system technology known as U2-Ultra Filter for applications within the worldwide gaming industry for the life of the technology (the License). The U2-Ultra Filter technology is the subject of patents issued in the United States, Europe, Australia, Canada and Taiwan. Thereafter, the parties were engaged in extensive negotiations concerning the definitive terms and conditions of the original form of agreement and whether or not the same reflected the intent of the parties. During this period, the Company experienced a change in its management. Pursuant to an amendment to the original agreement executed on July 7, 2004, but effective as of June 30, 2004, the parties changed the purchase and contribution agreement to a license and joint venture agreement, in which Midwest Merger Management, LLC, a Kentucky limited liability company (MMM), and The Huff Grandchildren Trust, a trust organized under the laws of the State of Kentucky (the Trust) and A.I.R. Filters, LLC, a Delaware limited liability company (the LLC) were added as parties to the agreement. Pursuant to the amended agreement, and in addition to the License, the Company and Y2 agreed to establish the LLC as a joint venture to commercialize the U2-Ultra Filter technology within the worldwide gaming industry.