FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2014~~2015

☐ 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 000-54895

Dutchess Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware		61-1693030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

c/o Intuitive Venture Partners, LLC, 122 E 42nd Street, Suite 1616, New York, NY, 10168

(Address of principal executive offices)

212-661-8786

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐ .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

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 ☒ No☐ .

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 shares of common stock, par value $.0001 per share, outstanding as of ~~February~~August 1310, 2015.

DUTCHESS HOLDINGS CORP.

- INDEX -

Table of Contents

			Page
PART I - FINANCIAL INFORMATION			1
	Item 1.	Financial Statements.	1
		Condensed Balance Sheets	2
		Condensed Statements Of Operations	3
		Condensed Statement Of Stockholder’s Deficiency	4
		Condensed Statements Of Cash Flows	4
		Condensed Statements Of Cash Flows	5
		Notes to Condensed Financial Statements	5
		Notes to Condensed Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	11
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
	Item 4.	Controls and Procedures.	11
	Item 4.	Controls and Procedures.	12
PART II - OTHER INFORMATION			13
PART II - OTHER INFORMATION			14
	Item 1.	Legal Proceedings.	13
	Item 1.	Legal Proceedings.	14
	Item 1A.	Risk Factors.	13
	Item 1A.	Risk Factors.	14
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
	Item 3.	Defaults Upon Senior Securities.	13
	Item 3.	Defaults Upon Senior Securities.	14
	Item 4.	Mine Safety Disclosures.	13
	Item 4.	Mine Safety Disclosures.	14
	Item 5.	Other Information.	13
	Item 5.	Other Information.	14
	Item 6.	Exhibits.	13
	Item 6.	Exhibits.	14

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the condensed financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the three months ~~and nine months~~ ended ~~December 31~~June 30, ~~2014~~2015 are not necessarily indicative of the results of operations for the full year. These condensed financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on June 2729, ~~2014~~2015.

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DUTCHESS HOLDINGS CORP.

CONDENSED BALANCE SHEETS

	(Unaudited) December 31, 2014			March 31, 2014
	(Unaudited) June 30, 2015			March 31, 2015
ASSETS
CURRENT ASSETS:
Cash	$	-		$	-
Total Current Assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDER’S DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3944,~~072~~132		$	1045,~~565~~177
Total Current Liabilities		3944,~~072~~132			1045,~~565~~177
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDER’S DEFICIENCY:
Preferred stock, $.0001 par value; 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $.0001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding		500			500
Additional paid-in capital		5977,~~773~~950			5862,~~424~~773
Accumulated deficit		(99122,~~345~~582	)		(69108,~~489~~450	)
Total Stockholder’s Deficiency		(3944,~~072~~132	)		(1045,~~565~~177	)
TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIENCY	$	-		$	-

See accompanying notes to the condensed financial statements.

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DUTCHESS HOLDINGS CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For The Nine Months Ended December 31, 2014			For The Nine Months Ended December 31, 2013			For The Three Months Ended December 31, 2014			For The Three Months Ended December 31, 2013
	For The Three Months Ended June 30, 2015			For The Three Months Ended June 30, 2014
REVENUES	$	-		$	-		$	-		$	-
GENERAL AND ADMINISTRATIVE EXPENSES		2914,~~856~~132			257,~~310~~605			~~17,459~~			~~7,182~~
(LOSS) BEFORE OTHER EXPENSES		(2914,~~856~~132	)		(257,~~310~~605	)		~~(17,459~~	)		~~(7,182~~	)
INTEREST EXPENSE		-			~~264~~-			-			-
(LOSS) BEFORE BENEFIT FROM INCOME TAXES		(2914,~~856~~132	)		(257,~~574~~605	)		~~(17,459~~	)		~~(7,182~~	)
BENEFIT FROM INCOME TAXES		-			-			-			-
NET (LOSS)	$	(2914,~~856~~132	)	$	(257,~~574~~605	)	$	~~(17,459~~	)	$	~~(7,182~~	)
BASIC AND DILUTED LOSS PER SHARE		-			-			-			-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		5,000,000			5,000,000			~~5,000,000~~			~~5,000,000~~

See accompanying notes to the condensed financial statements.

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DUTCHESS HOLDINGS CORP.

CONDENSED ~~STATEMENT~~ STATEMENTS OF ~~STOCKHOLDER’S~~CASH ~~DEFICIENCY~~FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2014

(Unaudited)

	Preferred						Common						Additional Paid-in			Accumulated			Total Stockholder’s
	For The Three Months Ended June 30, 2015			For The Three Months Ended June 30, 2014
	Shares			Amount			Shares			Amount			Capital			Deficit			Deficiency
CASH FLOWS FROM OPERATING ACTIVITIES:
Balance at April 1, 2014		-		$	-			5,000,000		$	500		$	58,424		$	(69,489	)	$	(10,565	)
NET (LOSS)	$	(14,132	)	$	(7,605	)
Contributed capital		-			-			-			-			31,349			-			31,349
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Common Stock Issuance		-			-			5,000,000			500			29,500			-			30,000
Decrease in accounts payable and accrued expenses		(1,045	)		(2,960	)
Repurchase of Common Stock		-			-			(5,000,000	)		(500	)		(59,500	)		-			(60,000	)
NET CASH USED IN OPERATING ACTIVITIES		(15,177	)		(10,565	)
Net loss		-			-			-			-			-			(29,856	)		(29,856	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Balance at December 31, 2014 (Unaudited)		-		$	-			5,000,000		$	500		$	59,773		$	(99,345	)	$	(39,072	)
Contribution of capital		15,177			10,565
NET CASH PROVIDED BY FINANCING ACTIVITIES		15,177			10,565
NET CHANGE IN CASH		-			-
CASH, BEGINNING OF PERIOD		-			-
CASH, END OF PERIOD	$	-		$	-

See accompanying notes to the condensed financial statements.

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DUTCHESS HOLDINGS CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For The Nine Months Ended December 31, 2014			For The Nine Months Ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
NET (LOSS)	$	(29,856	)	$	(25,574	)
ADJUSTMENT TO RECONCILE NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES:
Professional fees paid by related party on behalf of the company		-			3,400
Decrease in accounts payable and accrued expenses		(1,493	)		(26,199	)
NET CASH USED IN OPERATING ACTIVITIES		(31,349	)		(48,373	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from note payable - related party		-			28,502
Repayments of note payable - related party		-			(28,502	)
Repayments of loans payable - related party		-			(3,400	)
Repurchase of common stock		(30,000	)		(20,279	)
Issuance of common stock		30,000			60,000
Contribution of capital		31,349			8,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		31,349			44,321
NET DECREASE IN CASH		-			(4,052	)
CASH, BEGINNING OF PERIOD		-			4,052
CASH, END OF PERIOD	$	-		$	-
SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Professional fees paid by related party on behalf of the company	$	-		$	3,400
Acquisition of common stock in exchange for liability	$	30,000		$	-

See accompanying notes to the condensed financial statements.

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DUTCHESS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 - Organization and Business

Business Activity

Dutchess Holdings Corp. (“the Company”) was incorporated in the state of Delaware on August 29, 2012 with the objective to acquire, or merge with, an operating business.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly traded corporation. The Company’s principal business objective over the next twelve months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate short-term earnings. The Company will not restrict its potential target companies to any specific business, industry or geographical location. The analysis of business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted for interim financial statements presentation and in accordance with the instructions to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results of operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The accompanying condensed financial statements and the information included under the heading Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Form 10-K as of March 31, ~~2014~~2015. Interim results are not necessarily indicative of the results for a full year.

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the United States 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 condensed balance sheet and the reported amounts of revenues and expenses during the reporting ~~period~~periods. Actual results could differ from those estimates.

Cash Equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There are no cash equivalents at the condensed balance sheet date.

Income Taxes

The Company utilizes the accrual method of accounting for income taxes. Under the accrual method, deferred tax assets and liabilities are determined based on the differences between the financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

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DUTCHESS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a “more-likely than-not” threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. As of ~~December~~June 3130, ~~2014~~2015, the Company has no accrued interest or penalties related to uncertain tax positions.

Loss Per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for the periods presented.

Emerging Growth Company

The Company is an “emerging growth company” and has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

Recent Accounting Pronouncements

~~In June~~Management ~~2014,~~does ~~the~~not ~~Financial~~believe ~~Accounting~~that ~~Standards~~any recently ~~Board~~ issued, ~~Accounting~~but ~~Standards~~not ~~Update~~yet ~~No.~~effective ~~2014-10~~accounting topronouncements, ~~eliminate~~if ~~certain~~adopted, ~~financial reporting~~would ~~requirements. In accordance with that pronouncement we~~ have ~~elected~~a tomaterial ~~adopt~~effect ~~the~~on ~~elimination of certain financial reporting requirements including~~ the ~~presentation of inception-to-date information in the statements of operations, cash flows, and stockholder’s~~accompanying ~~deficiency~~condensed ~~and labeling the~~ financial statements ~~as those of a development stage entity~~.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying condensed financial statements.

Note 3 - Going Concern

The accompanying condensed financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.

The Company has incurred losses from inception of approximately $99123,000, and has negative working capital of approximately $3944,000 as of ~~December~~June 3130, ~~2014~~2015, which among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plan to find a suitable acquisition or merger candidate, raise additional capital from the sales of stock, and receive loans from related parties. The accompanying condensed financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Note 4 - Income Taxes

As of ~~December~~June 3130, ~~2014~~2015, the Company has net operating loss carryforwards of approximately $99123,000 subject to certain change of control limits, to reduce future federal and state taxable income through ~~2034~~2035.

The Company currently has no federal or state tax examinations in progress nor has it had any federal or state examinations since its inception. All of the Company’s tax years are subject to federal and state tax examination.

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DUTCHESS HOLDINGS CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

The benefit from income taxes consists of the following:

	For the Nine Months Ended December 31, 2014			For the Nine Months Ended December 31, 2013
	For the Three Months Ended June 30, 2015			For the Three Months Ended June 30, 2014
Current Expense:
Federal and State	$	-		$	-
Deferred tax benefit:
Federal and State		105,000			83,000
Valuation allowance		(105,000	)		(83,000	)
Total	$	-		$	-

The income tax benefit differs from the amount computed by applying the federal statutory income tax rate to the loss before income taxes due to the following:

	For the Nine Months Ended December 31, 2014			For the Nine Months Ended December 31, 2013
	For the Three Months Ended June 30, 2015			For the Three Months Ended June 30, 2014
Statutory federal income tax rate		(34	)%		(34	)%
Valuation allowance		34	%		34	%
Effective income tax rate		0	%		0	%

Note 5 - Common Stock

The Company is authorized to issue one hundred million (100,000,000) shares of $.0001 par value common stock, of which five million (5,000,000) shares have been issued.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares sold to Intuitive, for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger. The liability of $30,000, for the shares of the Company’s common stock to be issued upon the completion of a merger, is included in accounts payable and accrued expenses.

Note 6 - Preferred Stock

The Company is authorized to issue ten million (10,000,000) shares of $.0001 par value preferred stock with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors of the Company.

Note 7 - Related Party Transactions

During the ~~nine~~three months ended ~~December 31~~June 30, 2014, professional fees totaling $2210,~~962~~565 were paid by an entity controlled by the same individual who, ~~has~~at ~~sole~~such time, had sole voting and dispositive control over ~~CAC,~~ the Company’s ~~former sole~~ stockholder. During the ~~nine~~ three months ended ~~December~~June 3130, ~~2014~~2015, professional fees totaling $815,~~387~~177 were paid by Intuitive, the Company’s current sole stockholder. These amounts are reported as contributed capital in additional paid-in capital.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Dutchess Holdings Corp. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

The Company was incorporated in the State of Delaware on August 29, 2012 ~~(“Inception”)~~ and maintains its principal executive office at c/o Intuitive Venture Partners, LLC, 122 E. 42nd Street, Suite 1616, New York, NY 10168. Prior to the closing of the Purchase Agreement (as defined below) and the Repurchase Agreement (as defined below), the Company maintained its principal executive office at c/o Cabinets Acquisition Corp., 3000 John Deere Road, Toano, Virginia 23168. Since inception, the Company has been engaged in organizational efforts and obtaining ~~initial~~ financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on February 8, 2013, and since its effectiveness, the Company has focused ~~its~~on ~~efforts to identify~~ identifying a possible business combination.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby CAC sold and the Company ~~repurchased~~ repurchased 5,000,000 shares, representing the shares sold to Intuitive, of the Company’s common stock for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger. The liability of $30,000, for the shares of the Company’s common stock to be issued upon the completion of a merger, is included in accounts payable and accrued expenses.

The Company is currently considered to be a “blank check” company. The SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

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In addition, the Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

The Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.

The Company was organized as a vehicle to ~~investigate~~pursue ~~and, if such investigation warrants, acquire~~ a ~~target~~business ~~company~~combination orthrough ~~business seeking~~ the ~~perceived~~acquisition ~~advantages~~ of, ~~being~~or amerger ~~publicly~~with, ~~held~~an ~~corporation~~operating business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with ana ~~operating~~ business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports, and

(ii) investigating, analyzing and consummating an acquisition.

We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company had no cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.

The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

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Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

The Company anticipates that the selection of a business combination will be complex and extremely risky. Our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Liquidity and Capital Resources

As of ~~December~~June 3130, ~~2014~~ 2015 and March 31, ~~2014~~2015, the Company had no assets. The Company had total current liabilities of $3944,~~072~~ 132 as of ~~December~~June 3130, ~~2014~~2015, comprised of accounts payable and accrued expenses, which includes the $30,000 liability related to the repurchase agreement. This compares to the Company’s total current liabilities of $1045,~~565~~177, comprised of accounts payable and accrued expenses, as of March 31, ~~2014~~ 2015. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities:

	Nine Months Ended December 31, 2014			Nine Months Ended December 31, 2013
	Three Months Ended June 30, 2015			Three Months Ended June 30, 2014
Net Cash Used in Operating Activities	$	(3115,~~349~~177	)		(4810,~~373~~565	)
Net Cash Used in Investing Activities		-			-
Net Cash Provided by Financing Activities		3115,~~349~~177			4410,~~321~~565
Net Decrease in Cash and Cash Equivalents	$	-			~~(4,052~~-	)

The Company has no assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

- 1110 -

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company since ~~Inception, through December 31, 2014~~inception. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the ~~nine~~three months ended ~~December~~June 3130, ~~2014~~2015 and ~~2013~~2014, the Company had a net loss of $2914,~~856~~132 and $257,~~574~~605, respectively, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and general and administrative expenses.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Emerging Growth Company

As an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our condensed financial statements may not be comparable to companies that comply with public company effective dates.

Recent Accounting Pronouncements:

InManagement does ~~June~~not ~~2014,~~believe ~~the~~that ~~Financial~~any ~~Accounting~~recently ~~Standards Board~~ issued, ~~Accounting~~but ~~Standards~~not ~~Update~~yet ~~No.~~effective ~~2014-10~~accounting topronouncements, ~~eliminate~~if ~~certain~~adopted, ~~financial reporting~~would ~~requirements. In accordance with that pronouncement we~~ have ~~elected~~a tomaterial ~~adopt the elimination of certain financial reporting~~effect ~~requirements~~on ~~including~~ the ~~presentation~~accompanying ofcondensed ~~inception-to-date information in the statements of operations, cash flows, and stockholder’s deficiency and labeling the~~ financial statements ~~as those of a development stage entity~~.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including our president (our principal executive) and treasurer (our officer principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.

- 1211 -

Based on this evaluation, our president (our principal executive officer) and treasurer (our principal financial officer) concluded that as of ~~December~~June 3130, ~~2014~~ 2015 our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our president and treasurer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

The ~~determination~~ determination that our disclosure controls and procedures were not effective as of ~~December~~June 3130, ~~2014~~2015 are a result of:

1. Insufficient segregation of duties due to the limited size of our staff and budget.

2. No independent audit committee oversight of the company’s external financial reporting and internal control over financial reporting.

Remediation Efforts to address deficiencies in Company’s Disclosure Controls and Procedures and Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1. Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.

2. We will appoint additional personnel to assist with the preparation of the Company’s financial reporting.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~December~~June 3130, ~~2014~~2015 that have materially ~~affected~~ affected or are reasonably likely to materially affect our internal controls.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On October 31, 2014, the Company entered into and closed a Securities Purchase Agreement (the “Purchase Agreement”) with Intuitive Venture Partners, LLC, a Delaware limited liability company (“Intuitive”), whereby the Company sold 5,000,000 shares of the Company’s common stock to Intuitive for an aggregate purchase price of $30,000None. Simultaneously with the entrance into the Purchase Agreement, the Company entered into and closed a Repurchase Agreement (the “Repurchase Agreement”) with its sole stockholder, Cabinets Acquisition Corp., a Delaware corporation (“CAC”), whereby CAC sold and the Company repurchased 5,000,000 shares of the Company’s common stock, representing the shares sold to Intuitive, for an aggregate purchase price of $60,000 consisting of (a) cash in an amount equal to $30,000, and (b) shares of the Company’s common stock equal to an aggregate value of $30,000 to be issued upon the completion of a merger, based upon the price of the Company’s shares of common stock sold or issued at the time of the merger.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~December~~June 3130, ~~2014~~2015.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended ~~December~~June 3130, ~~2014~~2015.
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

-* 14Furnished -herewith.

~~SIGNATURES~~- 13 -

~~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.~~SIGNATURES

	Dutchess Holdings Corp.
Dated: February 17, 2015	By:	/s/ David G. Landskowsky
		David G. Landskowsky
		President
		Principal Executive Officer
	By:	/s/ Todd W. Harrigan
		Todd W. Harrigan
		Secretary and Treasurer
		Principal Financial Officer

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.

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	Dutchess Holdings Corp.

Dated: August 12, 2015	By:	/s/ David G. Landskowsky
		David G. Landskowsky
		President
		Principal Executive Officer

	By:	/s/ Todd W. Harrigan
		Todd W. Harrigan
		Secretary and Treasurer
		Principal Financial Officer

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Filing Compare · Dutchess Holdings Corp.