SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 Busing Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
024801 10 2
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(CUSIP Number)
Russell A. Haehn
American Busing Corporation
13134 State Route 62
Salem, Ohio 44460
(330) 332-8534
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 16, 2004
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(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 which 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. [___]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 024801 10 2 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Russell A. Haehn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER
OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,785,000 shares
OWNED BY --------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
4,785,000 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,785,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /__/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 45.9%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT *
SCHEDULE 13D
CUSIP No. 024801 10 2 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory A. Haehn
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) /__/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER
OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,815,000 shares
OWNED BY --------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
2,815,000 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,815,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /__/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 27.0%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT *
Item 1. Security and Issuer
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The class of securities to which this Schedule 13D relates
is the common stock, par value $.001 per share (the "Common
Stock"), of American Busing Corporation, a Nevada corporation
(the "Issuer"). The principal executive offices of the Issuer are
located at 13134 State Route 62, Salem, Ohio 44460.
Item 2. Identity and Background
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This statement is filed jointly by Russell A. Haehn and
Gregory A. Haehn. Mr. Russell Haehn and Mr. Gregory Haehn are
the "Reporting Persons."
Both Reporting Persons are United States citizens. The
business address for both of them is 13134 State Route 62, Salem,
Ohio 44460. Mr. Russell Haehn is the Chairman, Chief Executive
Officer, Secretary and a Director of the Issuer and its wholly-
owned subsidiary W.W. Cycles, Inc. ("Cycles") and Mr. Gregory
Haehn is the President, Chief Operating Officer, Treasurer and a
Director of the Issuer and Cycles.
During the past five years, neither of the Reporting Persons
has been (a) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (b) a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result thereof was or is 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
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Pursuant to the provisions of a Stock Purchase and
Reorganization Agreement dated as of December 30, 2003 (the
"Agreement"), by and among the Issuer, Edmond Forister, Cycles,
the Reporting Persons and a minority shareholder of Cycles (the
"Other Shareholder"), the Issuer, among other things, issued an
aggregate of 7,850,000 restricted shares of Common Stock to the
Reporting Persons and the Other Shareholder, in exchange for one
hundred (100) issued and outstanding shares of the common stock
of Cycles, resulting in Cycles becoming a wholly-owned subsidiary
of the Company (the "Acquisition"). Of such 7,850,000 shares of
Common Stock: (i) 4,710,000 shares were issued to Mr. Russell
Haehn in exchange for his sixty (60) shares of common stock of
Cycles; and (ii) 2,740,000 shares were issued to Mr. Gregory
Haehn in exchange for his thirty-five (35) shares of common stock
of Cycles.
Additionally, pursuant to the provisions of the Agreement,
and the provisions of a Stock Purchase Agreement dated as of
December 30, 2003, by and between Mr. Russell Haehn, Mr. Gregory
Haehn and IFG Investments Services Inc., the Haehns each
purchased an additional 75,000 shares of the Common Stock from an
existing shareholder of the Issuer for an aggregate purchase
price of $178,750.
4 of 7 pages
These exchanges and purchases were effectuated on January
16, 2004, at which time. Mr. Forister, the sole officer and
director of the Issuer, resigned and Mr. Russell Haehn and Mr.
Gregory Haehn were elected sole directors and officers. Mr.
Russell Haehn is the Chairman, Chief Executive Officer, Secretary
and a Director of the Issuer and Mr. Gregory Haehn is the
President, Chief Operating Officer, Treasurer and a Director of
the Issuer.
Furthermore, pursuant to the provisions of the Agreement,
and the provisions of a Repurchase Agreement dated as of December
30, 2003, by and between the Issuer and Mr. Forister, the Issuer
purchased from Mr. Forister all 8,500,000 shares of Common Stock
owned by him, which shares have become treasury shares of the
Issuer.
Any funds utilized by the Reporting Persons to purchase
shares of Common Stock were derived from their own personal
funds.
Item 4. Purpose of Transaction
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The Reporting Persons acquired the shares of Common Stock of
the Issuer to acquire control of the Issuer. The Reporting
Persons have caused the election of themselves as the sole
officers and directors of the Issuer. Additionally, pursuant to
the Acquisition, the Issuer has changed its business to that of
Cycles, as a result of Cycles having become a wholly-owned
subsidiary of the Issuer.
Other than as set forth above, the Reporting Persons have no
present intention to sell or transfer a material amount of assets
of the Issuer, make a material change in the capitalization or
dividend policy of the Issuer, make any other material change in
the Issuer's business or corporate structure, or make a change in
the Issuer's charter or bylaws, or otherwise have any present
plans or proposals which relate to or would result in any of the
matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
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(a)(1) Mr. Russell Haehn is the beneficial owner of an
aggregate of 4,785,000 shares of Common Stock, representing
approximately 45.9% of the issued and outstanding shares of
Common Stock of the Issuer.
(a)(2) Mr. Gregory Haehn is the beneficial owner of an
aggregate of 2,815,000 shares of Common Stock, representing
approximately 27.0% of the issued and outstanding shares of
Common Stock of the Issuer.
(b) Each of the Reporting Persons has sole voting power and
sole dispositive power over his shares of Common Stock.
(c) Neither of the Reporting Persons has effected any
transactions in the Issuer's Common Stock in the past sixty (60)
days other than the transactions reported in this Statement on
Schedule 13D.
5 of 7 pages
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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None.
Item 7. Material to be Filed as Exhibits
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Exhibit 1. Agreement among the Reporting Persons to file a
joint Statement on Schedule 13D on behalf of each
of them, pursuant to Rule 13d-1(k)(1).
SIGNATURES
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After reasonable inquiry and to the best of our knowledge
and belief, I certify that the information set forth in this
statement is true, complete and accurate.
Dated: January 26, 2004 /s/ Russell A.Haehn
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Russell A. Haehn
Dated: January 26, 2004 /s/ Gregory A.Haehn
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Gregory A. Haehn
6 of 7 pages
EXHIBIT 1
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The undersigned hereby agree to jointly prepare and file
with regulatory authorities a Statement on Schedule 13D and any
future amendments thereto reporting each of the undersigneds'
ownership of securities of American Busing Corporation, and
hereby affirm that such Statement on Schedule 13D is being filed
on behalf of each of the undersigned.
Dated: January 26, 2004 /s/ Russell A.Haehn
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Russell A. Haehn
Dated: January 26, 2004 /s/ Gregory A.Haehn
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Gregory A. Haehn
7 of 7 pages