` SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-31389
CABINET ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2257550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices) (zip code)
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
Large accelerated filer Accelerated Filer
Non-accelerated filer Smaller reporting company
(do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at
March 31, 2009
Common Stock, par value $0.0001 1,000,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
PART I -- FINANCIAL INFORMATION
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF MARCH 31, 2009 AND DECEMBER 31, 2008
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008 AND FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) THROUGH MARCH 31, 2009
PAGE 3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE
PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH MARCH 31, 2009
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 2009 AND 2008 AND FOR THE PERIOD FROM MARCH 24, 1999
(INCEPTION) THROUGH MARCH 31, 2009
PAGES 5 - 7 NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2009 AND 2008
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
-----------------------
ASSETS
------
As of As of
March 31, 2009 December 31, 2008
(Unaudited) -----------------
-----------
Cash $ 100 $ 100
--------- ----------
TOTAL ASSETS $ 100 $ 100
------------ --------- ----------
LIABILITIES AND STOCKHOLDER'S EQUITY
-------------------------------------
LIABILITIES $ 333 2,000
-------- ---------
STOCKHOLDER'S EQUITY
Preferred Stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common Stock, $.0001 par value,
100,000,000 shares authorized,
1,000,000 issued and outstanding 100 100
Additional paid-in capital 3,762 2,095
Deficit accumulated during
development stage (4,095) (4,095)
-------- ---------
Total Stockholder's Equity (Deficiency) (233) (1,900)
-------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 100 $ 100
======== =========
See accompanying notes to condensed financial statements
1
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
-----------------------
For the Period
from
For the For the March 24, 1999
Three MonthS Three Months (Inception)
Ended Ended through March
March 31, 2009 March 31, 2008 31,2009
-------------- -------------- -------------
Income $ - $ - $ -
Expenses
Organization expense - - 535
Professional Fees - 2,500 3,560
----------- ----------- -----------
Total expenses - 2,500 4,095
----------- ----------- -----------
NET LOSS $ - $ (2,500) $ (4,095)
========= =========== =========== ===========
Basic and diluted--loss per share $ - $ - $
=========== ===========
Weighted average number of shares
outstanding, basic and diluted 1,000,000 1,000,000
=========== ===========
See accompanying notes to condensed financial statements
2
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
THROUGH MARCH 31, 2009
--------------------
Deficit
Accumulated
Additional During
Common Stock Issued Paid-In Development
Shares Amount Capital Stage Total
- ----------- -------- ------- -------- --------- --------
Common Stock Issuance 1,000,000 $ 100 $ - $ - $ 100
Fair value of expenses
contributed - - 3,762 - 3,762
Net loss for the years ended:
December 31, 1999 - - - (535) (535)
December 31, 2000 - - - - -
December 31, 2001 - - - - -
December 31, 2002 - - - - -
December 31, 2003 - - - - -
December 31, 2004 - - - - -
December 31, 2005 - - - - -
December 31, 2006 - - - (780) (780)
December 31, 2007 - - - (780) (780)
December 31, 2008 - - - (2,000) (2,000)
Net loss for three
months ended:
March 31, 2009 - - - - -
--------- ------- --------- --------- ---------
BALANCE AS OF
MARCH 31, 2009 1,000,000 $ 100 $ 3,762 $(4,095) $ (233)
================ ========= ======= ======== ========= =========
See accompanying notes to condensed financial statements
3
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
------------------------
For the Period
From March 24,
For the Three For the Three 1999 (Inception)
Months Ended Months Ended through
March 31, 2009 March 31, 2008 March 31, 2009
-------------- -------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ (2,500) $ (4,095)
Adjustment to reconcile net loss to
net cash used by operating activities:
Contributed expenses 1,667 - 3,762
Increase (decrease) in liabilities:
Accrued expenses (1,667) 2,500 333
-------------- -------------- -------------
Net Cash Used In Operating Activities - - -
-------------- -------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
-------------- -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 100
-------------- -------------- -------------
Net Cash Provided By Financing
Activities - - 100
-------------- -------------- -------------
INCREASE IN CASH AND CASH EQUIVALENTS - - 100
CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 100 100 -
-------------- -------------- ------------
CASH AND CASH EQUIVALENTS - END OF
PERIOD $ 100 $ 100 $ 100
============== ============== ============
See accompanying notes to condensed financial statements
4
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2009 AND 2008
------------------------
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
Cabinet Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Delaware on March 24, 1999 to serve as a
vehicle to effect a merger, exchange of capital stock, asset acquisition or
other business combination with a domestic or foreign private business. As
of December 31, 2008, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability
to identify a prospective target business.
(B) Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles 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.
(C) Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
(D) Fair Value of Financial Instruments
The Company adopted SFAS No.157 effective January 1, 2008, with respect
to fair value measurements of (a) non-financial assets and liabilities
that are recognized or disclosed at fair value in the Company's financial
statements on a recurring basis (at least annually) and (b) all financial
assets and liabilities. SFAS No. 157, fair value is defined as the exit
price, or the amount that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants
as of the measurement date.
SFAS No. 157 establishes a hierarchy for inputs used in measuring fair
value that maximizes the use of observable inputs and minimizes the use
of unobservable inputs by requiring that the most observable inputs be
used when available. Observable inputs are inputs market participants
would use in valuing the asset or liability developed based on market
data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company's assumptions about the factors market
participants would use in valuing the asset or liability developed based
upon the best information available in the circumstances. The hierarchy
is broken down into three levels. Level 1 inputs are quoted prices
(unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs include quoted prices for similar assets or liabilities
in active markets. Level 3 inputs are unobservable inputs for the asset
or liability. Categorization within the valuation hierarchy is based upon
the lowest level of input that is significant to the fair value measurement.
For financial instruments consisting of cash and accrued expenses included
in the condensed financial statements, the carrying amounts are reasonable
estimates of the fair value due to the short-term nature of these financial
instruments.
For financial instruments consisting of cash and accrued expenses included
in the condensed financial statements, the carrying amounts are reasonable
estimates of the fair value due to the short-term nature of these financial
instruments.
(E) Taxes
Deferred tax assets and liabilities are recognized for the future tax
consequence attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to be applied to taxable income in the years in which
those temporary differences are expected to reverse. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in the
statement of income in the period that includes the enactment date. A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will either expire before the Company is able to
realize their benefits, or that future deductibility is uncertain. There is
no current or deferred income tax expense or benefits due to the Company not
having any material operations for the three months ended March 31, 2009 and
2008.
5
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2009 AND 2008
------------------------
(F) Earnings Per Share
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the
additional common shares were dilutive. There were no potentially dilutive
securities for the three months ended March 31, 2009 and 2008.
(G) Recent Accounting Pronouncements
FAS No. 107-1 and APB No. 28-1, Interim Disclosures about Fair Value of
Financial Instruments
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends
FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments, to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in
annual financial statements. This FSP also amends APB Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized
financial information at interim reporting periods. FSP FAS 107-1 and APB
28-1 are effective for interim and annual reporting periods ending after June
15, 2009. The Company does not believe that the implementation of this
standard will have a material impact on its condensed financial statements.
NOTE 2 STOCKHOLDERS' EQUITY
(A) Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of
Directors.
(B) Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at
$.0001 par value. The Company issued 1,000,000 shares of its common
stock to Pierce Mill Associates, Inc. pursuant to Section 4(2) of the
Securities Act of 1933 for an aggregate consideration of $100.
(C) Additional Paid-In Capital
Additional paid-in capital as of March 31, 2009 represents the fair value of
the amount of organization and professional costs incurred by related parties
on behalf of the Company (See Note 4).
6
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2009 AND 2008
------------------------
NOTE 3 AGREEMENT
On April 1, 1999, the Company signed an agreement with Rock Creek
Capital Corporation ("Rock Creek"), a related entity (See Note 4). The
Agreement calls for Rock Creek to provide the following services, without
reimbursement from the Company, until the Company enters into a business
combination as described in Note 1(A):
1. Preparation and filing of required documents with the Securities and
Exchange Commission.
2. Location and review of potential target companies.
3. Payment of all corporate, organizational, and other costs incurred by
the Company.
NOTE 4 RELATED PARTIES
Legal counsel to the Company is a firm owned by a director of the Company
who also owns 100% of the outstanding stock of Pierce Mill Associates, Inc.
and Rock Creek (See Note 3).
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company. The
combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange (the "business combination"). In
most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company has not restricted its search for any specific kind of
businesses, and it may acquire a business which is in its preliminary or
development stage, which is already in operation, or in essentially any
stage of its business life. It is impossible to predict the status of any
business in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which the Company
may offer.
In implementing a structure for a particular business acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the
Company may agree to register all or a part of such securities
immediately after the transaction is consummated or at specified times
thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination. The
issuance of additional securities and their potential sale into any
trading market which may develop in the Company's securities may depress
the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.
The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements. Negotiations
with a target company will likely focus on the percentage of the Company
which the target company shareholders would acquire in exchange for their
shareholdings. Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must
be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's shareholders at such time.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends
FASB Statement No. 107, Disclosures about Fair Value of Financial
Instruments, to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in
annual financial statements. This FSP also amends APB Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized
financial information at interim reporting periods. FSP FAS 107-1 and APB
28-1 are effective for interim and annual reporting periods ending after June
15, 2009. The Company does not believe that the implementation of this
standard will have a material impact on its condensed financial statements.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the period
covered by this report under the supervision and with the participation of
the Company's principal executive officer (who is also the principal
financial officer). There have been no significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of the evaluation. Based upon that
evaluation, he believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely. The principal executive officer is directly involved in the
day-to-day operations of the Company.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any
material changes to the procedures by which our security holders may
recommend nominees to our Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
CABINET ACQUISITION CORPORATION
By: /s/ James M. Cassidy
President, Chief Financial Officer
Dated: May 13, 2009
Pursuant to the Securities Exchange Act of 1934, 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 OFFICE DATE
/s/ James M. Cassidy Director May 13, 2009