SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 8, 2009
Date of Report
(Date of Earliest Event Reported)
CABINET ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-31389 52-2257550
(State or other (Commission (IRS Employer
jurisdiction file Number) Identification No.)
of incorporation)
1830 South Alma School Road
Suite 114
Mesa, Arizona 85210
(Address of Principal Executive Offices)
1504 R Street, N.W.
Washington, D.C. 20009
(Former Address of Principal Executive Offices)
480/374-7451
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On October 8, 2009, the Registrant issued 1,000,000 shares of its common
stock pursuant to Section 4(2) of the Securities Act of 1933 at a purchase
price of $.0001 per share.
ITEM 5.01 Changes in Control of Registrant
On October 8, 2009, the following events occurred which resulted in a
change of control of the Registrant:
1. 500,000 shares of the total 1,000,000 outstanding shares of common
stock of the Registrant were redeemed at par from the prior shareholders of
the Registrant as follows:
Shares redeemed Shares remaining
Pierce Mill Associates, Inc. 500,000 500,000
2. The Registrant issued 3,000,000 shares of common stock at par to
the following shareholders in the following amounts representing 85.8% of
the total outstanding 3,500,000 shares of common stock:
Number of Shares Percentage of Class
Glenn Geller 1,000,000 28.6%
Marla Beans 1,000,000 28.6%
Michael Sinnwell, Jr. 1,000,000 28.6%
3. New officers and directors were appointed and elected and the prior
officer and director resigned.
4. The disclosure required by Item 5.01(a)(8) of Form 8-K was
previously filed with the Securities and Exchange Commission on Form 10-12G
on August 28, 2000 and updated by the Annual Reports on Form 10-K as filed,
supplemented by the information contained in this report and as follows:
The Registrant intends to acquire Nevada business, COA Holdings, Inc.,
which designs, develops and manages electronic financial card systems and the
adaptation to business use for stored value card systems.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors
On October 8, 2009, James M. Cassidy resigned as the Registrant's
president, secretary and sole director.
On October 8, 2009, the following persons were appointed to the following
offices of the Registrant:
Glenn Geller President
Marla Beans Chief Operating Officer
Michael Sinnwell, Jr. Chief Technology Officer
Thomas F. Kelley General Counsel, Secretary
Gaden Griffin Vice President
On October 8, 2009, the following persons were elected to the Board of
Directors of the Registrant:
Glenn Geller
Marla Beans
Michael Sinnwell, Jr.
Tom Kelley
Gaden Griffin
Glenn E. Geller serves as the Registrant's President and a director.
Mr. Geller is the president and a director of COA Holdings, Inc., a Nevada
corporation. Mr. Geller has been involved in computer innovations from
hardware to software including LAN, WAN, and wireless system development
since the early 1990's. He was the founder and president of several
companies related to computer Internet/networking design and management,
and also was the lead network analyst and design consultant for several
large firms at which he designed, installed, and managed large networking
systems for major defense contractors, the Teamsters Union, various law
firms,casinos, and major medical facilities. Mr. Geller specializes in the
prepaid cash card industry and was the founder and president of several
companies. Through his vast systems architecture knowledge, he has
participated in the development of several innovative programs with
MasterCard, Visa, and other international card associations, banks, and
processors. Mr. Geller has extensive experience with the adaptation of
technology to business use and has several U.S. patents pending for
specific stored value card systems and business methods. His credentials
include knowledge of many network business methods, protocols, operating
systems, logic programming and back-office software. Mr. Geller attended
the University of California, Irvine, and the University of Nevada,
Las Vegas.
Marla J. Beans serves as the Registrant's Chief Operating Officer
and director. Ms. Beans is the chief operating officer and a director of
COA Holdings, Inc., Nevada. Ms. Beans has worked in the Electronic
Processing industry for over 15 years. Previously, Ms. Beans co-owned The
Merchant Group, which later merged with Provident One Payment Systems. She
served as president of Provident One Payment Systems, where she was
responsible for solutions regarding hardware (POS and ATM), transaction
processing, marketing services, data management, technical and maintenance
programs, as well as credit card processing. Ms. Beans founded Allow Card
of America in October, 2003. After several years of working in financial
services, Ms. Beans recognized the need for improved fiscal responsibility
among today's youth, and in response created Allow Card of America, Inc.
Since that time, she has been instrumental in implementation of Card of
America Payroll and General Spend card programs. As chief operating
officer of COA Holdings,Ms. Beans currently facilitates everything from
the growth and development of the organization from sales, operations
and day-to-day responsibilities of each division. She was instrumental
in implementing the preliminary development of an Affinity Marketing
Program (AMP), taking Allow Card nationwide. Ms. Beans is strongly
dedicated to the success of the program. She is confident that Allow
Card, with its Financial Literacy Lessons, will increase the financial
knowledge and responsibility of today's younger generation.
Michael J. Sinnwell, Jr. serves as the Registrant's Chief Technology
Officer and a director. Mr. Sinnwell is the Chief Technology Officer
and director of COA Holdings, Inc., Nevada. Mr. Sinnwell is a recognized
industry expert with more than 17 years experience, including
telecommunications, quality assurance, financial services, software
development, and information technology. Mr. Sinnwell joined Allow Card
after selling Sinnper, Inc., a company founded by Mr. Sinnwell to provide
outsourced business services, including call center services, supply chain
management, order fulfillment, networking, and security consulting. Mr.
Sinnwell has conducted extensive training and provided consultations
throughout the world in a variety of information technology areas. He
is responsible for the Website Management and controls the total
technology department at Allow Card. His innovative ideas and experience
are putting the Allow Card production at the front of the industry.
Thomas F. Kelley serves as the Registrant's general counsel and a
director. Mr. Kelley is the General Counsel and secretary of COA Holdings,
Inc., Nevada. He has substantial business and legal experience, especially
in the areas of business formation, development and operations. Mr. Kelley
received his Juris Doctor degree from William Mitchell College of Law, St.
Paul, Minnesota. Mr. Kelley is a member of the bar of Arizona. Mr. Kelley
received his Bachelor of Arts degree in Biology from Hamline University,
St. Paul, Minnesota. At Hamline, Mr. Kelley received the prestigious
Presidential Foundation Fellowship, a full academic scholarship and the
Alsis Foundation Scholarship.
Gaden Griffin serves as the Registrant's Vice President. Mr. Griffin
is the Vice President for the Western United States for COA Holdings, Inc.,
Nevada. Mr. Griffin has more than 22 years experience in the financial
industry. His background is extensive in the credit card acquiring industry
where his key duties included building, managing and supporting banking and
ISO relationships throughout the United States. Mr. Griffin played a vital
and successful role in building and maintaining the national relationship
with Nextel/Sprint while marketing a proprietary wireless credit card device
in all major markets in the United States. Mr. Griffin worked for Zions
First National Bank for 13 years managing merchant sales, business
development and marketing for 35 branches within his region. Mr. Griffin
and his region consistently placed in the top 5% in growth and revenue
during his tenor at the bank. Mr. Griffin also has an extensive background
in business ownership and development ranging from startup companies, real
estate, lodging, to being part of the original ownership group that
introduced professional arena football to the state of Utah.
There are no agreements or understandings for the above-named officer
or directors to resign at the request of any other person and the above-
named officer and directors are not acting on behalf of nor will act at
the direction of any other person.
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 hereunder duly authorized.
CABINET ACQUISITION CORPORATION
Date: October 8, 2009 /s/ James M. Cassidy
James M. Cassidy