10-Q 1 cab0909q.txt ` 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) -------------------------------

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) -----------------------------

See accompanying notes to condensed financial statements 3

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

CABINET ACQUISITION CORP 10-Q