` 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 September 30, 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.)
1830 South Alma School Road, Suite 114, Mesa, Arizona 85210
(Address of principal executive offices) (zip code)
480/374-7451
(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
October 8, 2009
Common Stock, par value $0.0001 3,500,000
Documents incorporated by reference: None
PART I -- FINANCIAL INFORMATION
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2009
(UNAUDITED) AND DECEMBER 31, 2008
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR
THE PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH
SEPTEMBER 30, 2009 (UNAUDITED)
PAGE 3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) THROUGH
SEPTEMBER 30, 2009 (UNAUDITED)
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2009 AND 2008 AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) THROUGH SEPTEMBER 30,
2009 (UNAUDITED)
PAGES 5 - 7 NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2009
AND 2008
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
-----------------------
ASSETS
------
As of As of
September 30, 2009 December 31, 2008
(Unaudited) -----------------
-----------
Cash $ 100 $ 100
-------- ---------
TOTAL ASSETS $ 100 $ 100
------------ ======== =========
LIABILITIES AND STOCKHOLDER'S DEFICIENCY
----------------------------------------
LIABILITIES
ACCRUED LIABILITIES $ 333 2,000
-------- --------
TOTAL 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
Deficiency (233) (1,900)
-------- ---------
TOTAL LIABILITIES AND
STOCKHOLDER'S DEFICIENCY $ 100 $ 100
======== =========
See accompanying notes to condensed financial statements
1
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008
AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
THROUGH SEPTEMBER 30, 2009 (UNAUDITED)
-------------------------------
For the For the For the For the For the Period
3-Months 3-Months 9-Months 9-Months from September 13,
Ended Ended Ended Ended 2006 (Inception)
September 30, September 30, September September through September
2009 2008 30, 2009 30, 2008 30, 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 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 DEFICIENCY
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
THROUGH SEPTEMBER 30, 2009 (UNAUDITED)
-----------------------------
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 - - 2,095 - 2,095
Net loss for the years ended:
December 31, 1999 - - - (535) (535)
December 31, 2000 - - - - -
through December 31, 2005
December 31, 2006 - - - (780) (780)
December 31, 2007 - - - (780) (780)
December 31, 2008 - - - (2,000) (2,000)
--------- ------- --------- --------- ---------
BALANCE AS OF
December 31, 2008 1,000,000 $ 100 $ 2,095 $(4,095) $(1,900)
FAIR VALUE OF EXPENSES
CONTRIBUTED 1,667 1,667
Net loss for three
months ended:
September 30, 2009 - - - - -
--------- ------- --------- --------- ---------
BALANCE AS OF
September 30, 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
(UNAUDITED)
------------------------
For the Period
From
For the Nine For the Nine March 24, 1999
Months Ended Months Ended (Inception) through
September 30, 2009 September 30, 2008 September 30, 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 expesnes (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
---------------
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 September 30, 2009, 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.
(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) 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 nine months ended September 30,
2009 and 2008.
(E) 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 nine months ended September 30, 2009 and 2008.
(F) Fair Value of Financial Instruments
Effective January 1, 2009, fair value measurements are determined
by the Company's adoption of authoritative guidance issued by
the FASB 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 recurrring basis
(at least annually) and (b) all financial assets and liabilities.
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.
A fair value hierarchy was established 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.
The assets measured at fair value on a recurring basis subject to the
disclosure requirements as of September 30, 2009 are as follows:
Quote Prices in Significant
Carrying Active Markets Other Significant
Value as of for Identical Observable Unobservable
of Sept. 30, Assets Inputs Inputs
2009 (Level 1) (Level 2) (Level 3)
----------- ------------- ------------ -----------
Cash
and cash $100 $100
equivalents
(G) Recent Accounting Pronouncements
In June, 2009, the FASB issued authoritative guidance on accounting
standards codification and the hierarchy of generally accepted
accounting principles effective for interim and annual reporting periods
ending after September 15, 2009. The FASB accounting standards
codification ("ASC", "Codification") has become the source of
authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in the preparation of financial
statements in accordance with GAAP. All existing accounting standard
documents are superseded by the Codification and any accounting
interpretive releases of the SEC issued under the authority of federal
securities laws will continue to be sources of authoritative GAAP for
SEC registrants. Beginning with the quarter ending September 30, 2009,
all references made by the Company to GAAP in its condensed
consolidated financial statements use the Codification numbering
system. The Codification does not change or alter existing
GAAP and, therefore, it does not have an impact of the Company's
financial position, results of operations and cash flows.
In June, 2009, the FASB made an update to consolidation of variable
interest entities. Among other things, the update replaces the
calculation for determining which entities, if any, have a
controlling financial interest in a variable interest entity (VIE)
from a quantitative based risks and rewards calculation, to a
qualitative approach that focuses on identifying which entities
have the power to direct the activities that most significantly
impact the VIE's economic performance and the obligation to absorb
losses of the VIE or the right to receive benefits from the VIE.
The update also requires ongoing assessments as to whether an entity
is the primary beneficiary of a VIE (previously, reconsideration
was only required upon the occurrence of specific events), modifies
the presentation of consolidated VIE assets and liabilities, and
requires additional disclosures about a company's involvement in
VIEs. This update will be effective for fiscal years beginning after
November 15, 2009. The Company does not currently believe that the
adoption of this update will have any effect 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 September 30, 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).
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).
NOTE 5 SUBSEQUENT EVENT
On October 8, 2009, the following events occurred which resulted in
a change in control of the Company: 500,000 of the total 1,000,000
outstanding shares of common stock of the Company were redeemed at par
from the prior shareholder, Pierce Mill Associates, Inc. The Company
subsequently issued 1,000,000 shares of common stock at par to Glenn
Geller, 1,000,000 shares of common stock to Marla Beans and 1,000,000
shares of common stock at par to Michael Sinnwell, Jr. The 3,000,000
shares issued represent 85.8% of the total outstanding 3,500,000 shares
of common stock.
Following the transactions above, new officers and directors were appointed
and elected and the prior officer and director resigned as outlined
below:
On October 8, 2009, James M. Cassidy resigned as the Company's president,
secretary and sole director.
On October 8, 2009, the following persons were elected to the Board of
Directors of the Company:
Glenn Geller
Marla Beans
Michael Sinnwell, Jr.
Thomas F. Kelley
Gaden Griffin
On October 8, 2009, the following persons were appointed to the following
offices of the Company:
Glenn Geller President
Marla Beans Chief Operating Officer
Michael Sinnwell, Jr. Chief Technology Officer
Thomas F. Kelley General Counsel, Secretary
Gaden Griffin Vice President
In preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through November 13, 2009,
the date the financial statements were issued. Other than the change in control
shown above, no subsequent events were identified that would have required a
change to the financial statements or disclosure in the notes to the financial
statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company was originally formed to locate a business
entity for the combination of that target company with the Company.
On October 8, 2009, subsequent to the date of this report,
the Company effected a change in control by the redemption of some of
its outstanding shares of common stock and the issuance of additional
shares of its common stock.
Pursuant to the change of control, new officers and directors
of the Company were appointed and elected.
The Company has determined that it will reincorporate in
Nevada although as of the date of this report no action has been
taken to effect such a reincorporation.
The Company intends to combine with COA Holdings, Inc., a
Nevada corporation, although as of the date of this report no agreement
has been executed nor any steps taken to effect such a combination.
COA Holdings, Inc. is a company formed to maximize the value of
several transaction and card processing companies. Its purpose is to
facilitate the acquisition of existing, profitable companies and to define
and enhance symmetries and provide additional capital to increase the
scope and possible profitability of the combined acquired companies.
The Company believes that the business model creates a business solution
platform that combines certain natural marketing relationships and
enables the combined companies to provide a wider variety of technology
solutions in private and secure electronic payments than any of the
companies would have been able individually provide. The Company
anticipates that products that will be developed will provide merchants
with a lower cost structure and increase membership for financial
institutions. The Company is a development company and has not
yet engaged or acquired any existing companies.
In June, 2009, the FASB issued authoritative guidance on
accounting standards codification and the hierarchy of generally
accepted accounting principles effective for interim and annual
reporting periods ending after September 15, 2009. The FASB
accounting standards codification ("ASC", "Codification") has become
the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of
financial statements in accordance with GAAP. All existing accounting
standard documents are superseded by the Codification and any accounting
interpretive releases of the SEC issued under the authority of federal
securities laws will continue to be sources of authoritative GAAP for
SEC registrants. Beginning with the quarter ending September 30, 2009,
all references made by the Company to GAAP in its condensed
consolidated financial statements use the Codification numbering
system. The Codification does not change or alter existing
GAAP and, therefore, it does not have an impact of the Company's
financial position, results of operations and cash flows.
In June, 2009, the FASB made an update to consolidation of variable
interest entities. Among other things, the update replaces the
calculation for determining which entities, if any, have a
controlling financial interest in a variable interest entity (VIE)
from a quantitative based risks and rewards calculation,
to a qualitative approach that focuses on identifying which entities
have the power to direct the activities that most significantly
impact the VIE's economic performance and the obligation to absorb
losses of the VIE or the right to receive benefits from the VIE.
The update also requires ongoing assessments as to whether an entity
is the primary beneficiary of a VIE (previously, reconsideration
was only required upon the occurrence of specific events), modifies
the presentation of consolidated VIE assets and liabilities, and
requires additional disclosures about a company's involvement in
VIEs. This update will be effective for fiscal years beginning after
November 15, 2009. The Company does not currently believe that the
adoption of this update will have any effect 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.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.
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/ Glenn Geller, President
By: /s/ Marla Beans, Chief Financial Officer
Dated: November 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/ Glenn Geller Director November 13, 2009
/s/ Marla Beans Director November 13, 2009
/s/ Michael Sinnwell, Jr. Director November ____, 2009
/s/ Tom Kelley Director November 13, 2009
/s/ Gaden Griffin Director November ____, 2009