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, 2010
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)
Issuer's Telephone Number: 480/374-7451
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 stock, as of the latest practicable date.
Class Outstanding at
April 30, 2010
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 MARCH 31, 2010
(UNAUDITED) AND DECEMBER 31, 2009
PAGE 2 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 2010 AND 2009 AND FOR
THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO
MARCH 31, 2010 (UNAUDITED)
PAGE 3 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIT FOR THE PERIOD MARCH 24, 1999 (INCEPTION)
TO MARCH 31, 2010 (UNAUDITED)
PAGE 4 CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
ENDED MARCH 31, 2010 AND 2009 AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO MARCH 31, 2010
(UNAUDITED)
PAGES 5 - 9 NOTES TO FINANCIAL STATEMENTS AS OF MARCH 31, 2010
(UNAUDITED)
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
As of March 31, 2010 and December 31, 2009
ASSETS
------
March 31, 2010 December 31,
(Unaudited) 2009
---------- -----------
Cash $ 100 $ 100
-------- --------
TOTAL ASSETS $ 100 $ 100
------------ ======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
LIABILITIES
Accounts payable $ 3,889 $ 3,889
Accrued liabilities 3,000 3,000
Stock redemption payable 50 50
-------- --------
Total Liabilities 6,939 6,939
-------- --------
STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
3,500,000 issued and outstanding 350 350
Additional paid-in capital 3,762 3,762
Stock subscription receivable (300) (300)
Deficit accumulated during development stage (10,651) (10,651)
-------- --------
Total Stockholders' Deficit (6,839) (6,839)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 100 $ 100
------------------------------------------- ========= ========
See accompanying notes to condensed financial statements.
1
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2010 and 2009
and for the Period from March 24, 1999 (Inception) to March 31, 2010
(Unaudited)
For the Period
from
For the Three For the Three March 24, 1999
Months Ended Months Ended (Inception) to
March 31, 2010 March 31, 2009 March 31, 2010
-------------- -------------- -----------------
Income $ - $ - $ -
------------- ------------ --------------
Expenses
Organization expense - - 535
Professional fees - - 10,116
------------- ------------ --------------
Total expenses - - 10,651
------------- ------------ --------------
NET LOSS $ - $ - $ (10,651)
========= ============= ============ ==============
Basic and diluted--
loss per share $ - $ -
============= ============
Weighted average number of
shares outstanding, basic
and diluted 3,500,000 1,000,000
============= ============
See accompanying notes to condensed financial statements.
2
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Period From March 24, 1999 (Inception) to March 31, 2010
(Unaudited)
Deficit
Common Common Accumulated
Stock Stock Additional During Stock
Issued Issued Paid-In Development Subscriptions
Shares Amount Capital Stage Receivable Total
--------- ------ ------- ---------- ---------- -------
Balance as of March 24, 1999 - $ - $ - $ - $ - $ -
(Date of Inception)
Common Stock Issuance 1,000,000 100 - - - 100
Net loss - - - (535) - (535)
---------- ------ ------- -------- ------- ------
Balance as of December 31, 1999 1,000,000 100 - (535) - (435)
Fair Value of expenses contributed - - 535 - - 535
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2000 1,000,000 100 535 (535) - 100
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2001 1,000,000 100 535 (535) - 100
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2002 1,000,000 100 535 (535) - 100
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2003 1,000,000 100 535 (535) - 100
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2004 1,000,000 100 535 (535) - 100
Net loss - - - - - -
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2005 1,000,000 100 535 (535) - 100
Fair Value of expenses contributed - - 780 - - 780
Net loss - - - (780) - (780)
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2006 1,000,000 100 1,315 (1,315) - 100
Fair Value of expenses contributed - - 780 - - 780
Net loss - - - (780) - (780)
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2007 1,000,000 100 2,095 (2,095) - 100
Net loss - - - (2,000) - (2,000)
---------- ------ ------- -------- ------- --------
Balance as of December 31, 2008 1,000,000 100 2,095 (4,095) - (1,900)
Redemption of common stock (500,000) (50) - - - (50)
Common stock issuance 3,000,000 300 - - (300) -
Fair Value of expenses contributed - - 1,667 - - 1,667
Net loss - - - (6,556) - (6,556)
---------- ------ ------- -------- ------- -------
Balance as of December 31, 2009 3,500,000 350 3,762 (10,651) (300) (6,839)
Net loss - - - - - (6,556)
---------- ------ ------ -------- ------- -------
Balance as of March 31, 2010 3,500,000 $ 350 $3,762 $(10,651) $ (300) $(6,839)
========== ====== ====== ======== ====== =======
See accompanying notes to condensed financial statements
3
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 2010 and 2009
and for the Period from March 24, 1999 (Inception) to March 31, 2010
(Unaudited)
For the Period From
For the Three For the Three March 24, 1999
Months Ended Months Ended (Inception) to
March 31, 2010 March 31, 2009 March 31, 2010
-------------- -------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ - $ - $ (10,651)
Adjustments to reconcile net cash
used by operating activities:
Contributed organizational expenses - 535
Contributed professional fees - 1,667 3,227
Increase in liabilities (1,667) 6,889
------------ ------------ -----------
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
============ =========== ============
SUPPLEMENTAL DISCLOSURES
NON-CASH FINANCING ACTIVITIES:
- -------------------------------
Common stock issued for subscription
receivable $ - $ - $ 300
Common stock redeemed and amount
owed to shareholder $ - $ - $ (50)
See accompanying notes to condensed financial statements
4
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
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 March 31, 2010, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation, and the change of stockholder
control and management in October 2009 as further discussed in Note
2(B). 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)Interim Financial Statements
The accompanying unaudited condensed balance sheet of Cabinet
Acquisition Corporation as of March 31, 2010, and the unaudited
condensed statements of operations and the unaudited condensed
statements of cash flows for the three months ended March 31, 2010
and 2009, and for the period from March 24, 1999 (Inception) to March
31, 2010 reflect all material adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the
interim periods. Certain information and footnote disclosures required
under generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not
misleading. The condensed balance sheet information as of December
31, 2009 was derived from the audited financial statements included in
the Company's Annual Report on Form 10-K. These condensed
financial statements should be read in conjunction with the year-end
audited financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December
31, 2009, as filed with the Securities and Exchange Commission on
April 15, 2010.
The results of operations for the three months ended March
31, 2010 and 2009 are not necessarily indicative of the results to be
expected for the entire fiscal year or for any other period.
(C) 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.
5
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
(D) 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.
(E) Taxes
Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 740-10-50-2 requires deferred tax assets and
liabilities be recognized for 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. Losses incurred by
Company in prior years provide for a net operating loss carry-forward.
However, due to the unpredictability of the Company's future net
income, the asset's balance has been fully reserved for.
(F) Going Concern
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United
States of America, which contemplates continuation of the Company as
a going concern. The Company has no operations and continues to incur
on-going professional fees to maintain its current filings with the SEC.
The Company has an accumulated deficit of $10,651 and a working
capital deficit of $6,839 as of March 31, 2010.
The future success of the Company is dependent on its ability to find
and successfully merge with a target business. There can be no
assurance that the Company will be successful in completing a merger,
or that it will continue to receive funding from its President.
6
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
(G) Earnings Per Share
Basic earnings per share are 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, 2010 and 2009.
(H) Fair Value of Financial Instruments
Financial Accounting Standards Board ("FASB") Accounting Standard
Codification ("ASC") 820, "Fair Value Measurements and Disclosures,"
establishes a three-tier fair value hierarchy, which prioritizes the
inputs in measuring fair value. The hierarchy prioritizes the inputs
into three levels based on the extent to which inputs used in measuring
fair value are observable in the market. These tiers include:
Level 1 defined as observable inputs such as quoted prices in active
markets;
Level 2 defined as inputs other than quoted prices in active markets
that are either directly or indirectly observable; and
Level 3 defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own
assumptions.
The carrying amounts of certain financial instruments, including cash
and cash equivalents, accounts payable and accrued liabilities approximate
their fair values because of the short-term maturity of these instruments.
(I) Recent Accounting Pronouncements
In January 2010, the FASB issued ASU 2010-06, "Fair Value
Measurements and Disclosures (Topic 820): Improving Disclosures
about Fair Value Measurements". This update provides amendments to
Topic 820 that will provide more robust disclosures about (1) the
different classes of assets and liabilities measured at fair value,
(2) the valuation techniques and inputs used, (3) the activity in
Level 3 fair value measurements, and (4) the transfers between Levels
1, 2, and 3. The Company does not expect adoption of ASU 2010-06 to
have a material impact on the Company's results of operations or
financial condition.
7
CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2010
(Unaudited)
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's
reporting requirements and the intended breadth of the reissuance
disclosures provision related to subsequent events (paragraph
855-10-50-4). The amendments in this update have the potential to
change reporting by both private and public entities, however, the
nature of the change may vary depending on facts and circumstances.
The adoption of ASU 2010-09 did not have a material impact on the
Company's results of operations or financial condition.
8
NOTE 2 STOCKHOLDERS' DEFICIT
(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.
On October 8, 2009, the following events occurred which resulted in a
change in control of the Company: 500,000 shares 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,
Incorporated. These shares were subsequently canceled. The Company
has not yet made payment of $50 for the redemption of these shares.
The Company subsequently issued 1,000,000 shares of common stock
at par each to Glenn Geller, Marla Beans and Michael Sinnwell, Jr. The
3,000,000 shares issued represent 85.8% of the total outstanding
3,500,000 shares of common stock. The Company has not yet received
payment totaling $300 for the issuance of these shares.
NOTE 3 AGREEMENT
There is an agreement between Tiber Creek Corporation and the
Company to provide various services, including a business combination
between the Company and a target company, a name change, and the
registration of its securities and their quotation on the OTC Bulletin
Board (See Note 4).
NOTE 4 RELATED PARTIES
Pierce Mill Associates is a 14.2% stockholder of the Company. Pierce
Mill Associates is 100% owned by the same individual who also owns 100%
of the outstanding stock of Tiber Creek Corporation. Tiber Creek
Corporation is expected to perform consulting services for the Company
in the future (see Note 3).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The Company has no operations to date other than its formation, election
of officers and directors and issuance/redemption of stock.
It is anticipated that the Company will merge with or otherwise combine
with COA Holdings, Inc., a company that is controlled by the management
of the Company. As of the date of this report, no formal contracts,
agreements or arrangements have been entered into nor any combination
been designed or effected.
COA Holdings, Inc. (COAH), a Nevada corporation, was formed on May
20, 2008, as a diversified financial holding company to combine several
existing companies, and to facilitate the acquisition of existing,
profitable companies, to define and enhance symmetries and to provide
additional capital to increase the scope and profitability of the
existing and newly combined companies specifically targeted toward the
electronic payment field.
COAH anticipates that this platform combines certain natural relationships,
marketing synergies and enables the combined companies to provide a wide
variety of complete technology solutions in private and secure electronic
payments designed to create a more trustworthy, beneficial, and
accessible way to conduct commerce. COAH has access to proprietary
products through products developed by its wholly-owned affiliates and/or
subsidiaries.
COAH is based in the USA and has support personnel in Arizona,
Nevada, California, Wisconsin, Kansas and Vietnam. COAH has
approximately 20 total staff members, consisting of management, system
and software developers (in the U.S. and in Vietnam), call center
representatives, and administrative personnel.
Wholly-owned affiliates or subsidiaries and products are:
Data Box Solutions, Inc.: works with a company's financial services core
to bring technologies together efficiently regardless of whom they select
as their supplemental technology providers. The Data Box Solutions core
system is a Payment Card Industry (PCI) Data Security Standard (DSS)
PCI-DSS compliant, fully redundant and scalable system designed to
extend the services of known processors through client access tools and
innovative web services.
Flex EFT, Inc.: developed The Flex network which provides a
bridge hosted on the Data Box Solutions secure technology servers and
intranet that allows secure software connectivity between all COAH
platforms.
SVC cards: a consumer-centric electronic transaction and card
processing company that performs the reporting, issuing and processing
tasks of prepaid debit cards, while offering a complete suite of customer
support services.
Allow Card of America: a prepaid card for parents and their teens
developed on the SVC Cards platform and integrated to the Flex network
giving the card access to numerous distribution channels and loading
capability. The Allow Card was voted as the most innovative prepaid card
in the world for 2006 OSCARD AWARD.
The 'Card of America': a general payroll card that delivers
significant cost savings and value to employers and their employees by
offering the flexibility of direct payments into multiple accounts per
cardholder with customizable options to fit the needs of a company's
structure and employee culture. Cardholders gain access to a wide range
of financial services, including overdraft protection, bill pay, funds
transfers, with or without a direct banking relationship, at a lower cost
and with greater convenience. Developed on the SVC Cards platform and
integrated to the Flex network giving the card access to numerous
distribution channels and loading capability.
Fast Pay Network, Inc.: A wholly owned operating subsidiary of
COAH and is a full service payment processor serving clients nationwide.
Fast Pay Network provides "custom tailored" processing for all major credit
cards including Visa, MasterCard, American Express and Discover, as well
as providing processing for electronic benefit transfer (EBT), government
cards, checks, and gift and loyalty cards.
"FLEX Wireless": Established by COAH in 2009 for mobile
applications and backend integrations (middleware) for telecommunication
companies, financial institutions, retailers, enterprise markets with a
need to integrate mobile applications to their financial application.
Using a highly customizable mobile suite of products, clients can connect
their users to bank accounts, transfer money worldwide, purchase tickets,
get exclusive loyalty rewards, redeem mobile coupons, and much more while
on the move.
In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements
and Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements". This update provides amendments to Topic 820 that will
provide more robust disclosures about (1) the different classes of assets
and liabilities measured at fair value, (2) the valuation techniques and
inputs used, (3) the activity in Level 3 fair value measurements, and (4)
the transfers between Levels 1, 2, and 3. The Company does not expect the
adoption of ASU 2010-06 to have a material impact on the Company's results
of operations or financial condition.
In February 2010, the FASB issued ASU 2010-09, "Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure
Requirements." This update addresses both the interaction of the
requirements of Topic 855, Subsequent Events, with the SEC's reporting
requirements and the intended breadth of the reissuance disclosures
provision related to subsequent events (paragraph 855-10-50-4). The
amendments in this update have the potential to change reporting by both
private and public entities, however, the nature of the change may vary
depending on facts and circumstances. The adoption of ASU 2010-09
did not have a material impact on the Company's results of operations
or financial condition.
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.
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 security holders
may recommend nominees to the 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
Chief Financial Officer
Dated: May 17, 2010