-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TFOIOecPz4WTy0bXnW4yki9YZa1laP/sVoOYqWMLFMf8f4f+4Zx/K6Y4SscVoX7U nbtRbWaXYVenIVDSsVO5TA== 0001021432-07-000022.txt : 20071113 0001021432-07-000022.hdr.sgml : 20071112 20071113153153 ACCESSION NUMBER: 0001021432-07-000022 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABINET ACQUISITION CORP CENTRAL INDEX KEY: 0000817717 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 522257550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-31389 FILM NUMBER: 071237900 BUSINESS ADDRESS: STREET 1: C/O CASSIDY & ASSOCIATES STREET 2: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 20009 BUSINESS PHONE: 2023875400 MAIL ADDRESS: STREET 1: C/O CASSIDY & ASSOCIATES STREET 2: 1504 R STREET NW CITY: WASHINGTON STATE: DC ZIP: 20009 10QSB 1 cab907q.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (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, 2007 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.) 1504 R Street, N.W., Washington, D.C. 20009 (Address of principal executive offices) (zip code) 202/387-5400 (Registrant's telephone number, including area code) Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the last 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 shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at September 30, 2007 Common Stock, par value $0.0001 1,000,000 Documents incorporated by reference: None PART I -- FINANCIAL INFORMATION CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET AS OF September 30, 2007 (Unaudited) ----------------------- ASSETS ------ Cash $ 100 ------ TOTAL ASSETS $ 100 ====== LIABILITIES AND STOCKHOLDER'S EQUITY ------------------------------------ LIABILITIES $ - 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 Additional paid-in capital 2,095 Deficit accumulated during development stage (2,095) ------- Total Stockholder's Equity $ 100 ------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 100 ======= See accompanying notes to condensed financial statements 2 CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (Unaudited) -----------------------
For the For the For the For the March 24, 3-Months 3-Months 9-Months 9-Months 1999 Ended Ended Ended Ended (Inception) Sept 30, Sept 30, Sept 30, Sept 30, to Sept 30, 2007 2006 2007 2006 2007 Income $ - $ - $ - $ - $ - Expenses Professional Fees 0 0 780 780 1,560 Organization expense - - - - 535 ------- ------- ------ ------- ------- Total expenses 0 0 780 780 2,095 ------- ------- ------ ------- ------- NET LOSS ( 0) (0) (780) (780) (2,095) ======= ======= ====== ======== =======
See accompanying notes to condensed financial statements 3 CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION) TO September 30, 2007 (Unaudited) --------------------
Deficit Accumulated Additional During Common Stock Issued Paid-In Development Shares Amount Capital Stage Total - ----------- ------ ----- ------ ----- ----- Common Stock Issuance 1,000,000 $ 100 $ - $ - $ 100 Fair value of expenses contributed - - 2,095 - 2,095 Net loss for the years ended: December 31, 1999 - - - (535) (535) December 31, 2000 - - - - - December 31, 2001 - - - - - December 31, 2002 - - - - - December 31, 2003 - - - - - December 31, 2004 - - - - - December 31, 2005 - - - - - December 31, 2006 - - - (780) (780) Sept 30, 2007 - - - (780) (780) - ----------- ------ ----- ------ ----- ----- BALANCE AT Sept 30, 2007 1,000,000 100 $2,095 $(2,095) $ 100 ============ ========= ===== ====== ======== ======
See accompanying notes to condensed financial statements 4
CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) ------------------------ For the Nine For the Nine March 24, 1999 Months Ended Months Ended (Inception) to Sept 30, 2007 Sept 30, 2006 Sept 30, 2007 ----------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (780) $ (780) $ (2,095) Adjustment to reconcile net loss to net cash used by operating activities Contributed expenses 780 780 2,095 ------- ------ -------- Net Cash Used In Operating Activities - - - ------- ------ -------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ------- ------ -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock - - 100 ------- ------- -------- Net Cash Provided By Financing Activities - - 100 ------- ------- -------- INCREASE IN CASH AND CASH EQUIVALENTS - - 100 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 100 100 - ------- ------- -------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ 100 $ 100 $ 100 =============== ======== ======= ========
See accompanying notes to condensed financial statements 5 CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF September 30, 2007 (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. At September 30, 2007, 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. 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 financial statements have been prepared by the Company and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2007, and the period March 24, 1999 (inception) to September 30, 2007,in accordance with accounting principles generally accepted in the United States of America for interim financial statements and pursuant to Form 10-QSB and Regulation S-B. Certain information and footnote disclosures normally included in the Company's annual audited financial statements have been condensed or omitted pursuant to such rules and regulations. The results of operations for the nine months ended September 30, 2007, are not necessarily indicative of the results of operations to be expected for a full fiscal year. These interim condensed financial statements should be read in conjunction with the financial statements for the fiscal year ended December 31, 2006, which are included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 2, 2007. (C) Use of Estimates In preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America, management is requird to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (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. 6 CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF September 30, 2007 (Unaudited) ----------------------- (E) Income Taxes Effective January 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48")--an interpretation of FASB Statement No. 109, Accounting for Income Taxes. The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of September 30, 2007, the Company does not have a liability for unrecognized tax benefits. The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company is subject to U.S. federal or state income tax examinations by tax authorities for years after 2003. During the periods open to examination, the Company has net operating loss and tax credit carry forwards for U.S. federal and state tax purposes that have attributes from closed periods. Since these NOLs and tax credit carry forwards may be utilized in future periods, they remain subject to examination. The Company's policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2007, the Company has no accrued interest or penalties related to uncertain tax positions. (F) Recent Accounting Pronouncements In February 2007, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -- Including an amendment of FASB Statement No. 115" (FAS 159), which becomes effective for the Company on January 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that election,if any, of this fair-value option will have a material effect on its financial condition, results of operations, cash flows or disclosures. In September 2006, the FASB issued SFAS No. 157 ("FAS 157") "Fair Value Measurements," which establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. FAS 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. FAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact this standard will have on its financial condition, results of operations, cash flows or disclosures. 7 CABINET ACQUISITION CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF September 30, 2007 (Unaudited) ----------------------- NOTE 2 STOCKHOLDER'S 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 at September 30, 2007 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 SERVICES 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). 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business. The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance. The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time. ITEM 3. CONTROLS 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 fiscal 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. ITEM 3A(T). Controls and Procedures. Not applicable. 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 401(g) of Regulation S-B: 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/ James M. Cassidy President Dated: November 13, 2007 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/ James M. Cassidy Director November 13, 2007 EXHIBIT 31 CERTIFICATION PURSUANT TO SECTION 302 I, James M. Cassidy, Chief Executive Officer and Chief Financial Officer of Cabinet Acquisition Corporation, certify that: 1. I have reviewed the attached report on Form 10-QSB. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: November 13, 2007 /s/ James M. Cassidy President and Director and Chief Financial Officer Principal Accounting Officer EXHIBIT 32 CERTIFICATION PURSUANT TO SECTION 906 Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of the Cabinet Acquisition Corporation (the "Company"), hereby certify to my knowledge that: The Report on Form 10-QSB for the period ended September 30, 2007 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ James M. Cassidy President and Director and Chief Executivie Officer, Chief Financial Officer and Principal Accounting Officer Date: November 13, 2007 -----END PRIVACY-ENHANCED MESSAGE-----