CABINET ACQUISITION CORP - FORM 10-K

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EX-32 - CABINET ACQUISITION CORP	exh32k10cab.txt
EX-31 - CABINET ACQUISITION CORP	exh31k10cab.txt

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to

Commission file number 0-31389

CABINET ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 52-2257550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1830 South Alma School Road
Suite 114
Mesa, Arizona 85210
(Address of principal executive offices) (zip code)

Issuer's Telephone Number: 480/374-7451

Securities registered under Section 12(g)
of the Exchange Act: Common Stock, $.0001 par
value per share

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [ X ] No

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.

[ X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.

[ X ] Yes [ ] 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",
"non-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 [ X ]
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company(as defined
in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
$ 0

Indicate the number of shares outstanding of each of the registrant's classes
of stock as of the latest practicable date.

Class Outstanding at
March 31, 2010

Common Stock, par value $0.0001 3,500,000

Documents incorporated by reference: None

PART I

Item 1. Description of Business

Cabinet Acquisition Corporation (the "Company") was incorporated on
March 24, 1999 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.

The Company registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and current reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q
and annual reports on Form 10-K.

The Company was in the developmental stage since inception until
October 8, 2009. On October 8, 2009, the Company effected a change in
control with the redemption of 500,000 of its then 1,000,000 outstanding
shares of common stock and issuance of 3,000,000 shares of its common
stock.

The Company has no operations to date other than its formation, election
of officers and directors and issuance/redemption of stock.

It is anticipated that the Company will merge with or otherwise combine
with COA Holdings, Inc., a company that is controlled by the management
of the Company. As of the date of this report, no formal contracts,
agreements or arrangements have been entered into nor any combination
been designed or effected.

COA Holdings, Inc. (COAH), a Nevada corporation, was formed on May
20, 2008, as a diversified financial holding company to combine several
existing companies, and to facilitate the acquisition of existing,
profitable companies, to define and enhance symmetries and to provide
additional capital to increase the scope and profitability of the
existing and newly combined companies specifically targeted toward the
electronic payment field.

COAH anticipates that this platform combines certain natural relationships,
marketing synergies and enables the combined companies to provide a wide
variety of complete technology solutions in private and secure electronic
payments designed to create a more trustworthy, beneficial, and
accessible way to conduct commerce. COAH has access to proprietary
products through products developed by its wholly-owned affiliates and/or
subsidiaries.

COAH is based in the USA and has support personnel in Arizona,
Nevada, California, Wisconsin, Kansas and Vietnam. COAH has
approximately 20 total staff members, consisting of management, system
and software developers (in the U.S. and in Vietnam), call center
representatives, and administrative personnel.

Wholly-owned affiliates or subsidiaries and products are:

Data Box Solutions, Inc.: works with a company's financial services core
to bring technologies together efficiently regardless of whom they select
as their supplemental technology providers. The Data Box Solutions core
system is a Payment Card Industry (PCI) Data Security Standard (DSS)
PCI-DSS compliant, fully redundant and scalable system designed to
extend the services of known processors through client access tools and
innovative web services.

Flex EFT, Inc.: developed The Flex network which provides a
bridge hosted on the Data Box Solutions secure technology servers and
intranet that allows secure software connectivity between all COAH
platforms.

SVC cards: a consumer-centric electronic transaction and card
processing company that performs the reporting, issuing and processing
tasks of prepaid debit cards, while offering a complete suite of customer
support services.

Allow Card of America: a prepaid card for parents and their teens
developed on the SVC Cards platform and integrated to the Flex network
giving the card access to numerous distribution channels and loading
capability. The Allow Card was voted as the most innovative prepaid card
in the world for 2006 OSCARD AWARD.

The 'Card of America': a general payroll card that delivers
significant cost savings and value to employers and their employees by
offering the flexibility of direct payments into multiple accounts per
cardholder with customizable options to fit the needs of a company's
structure and employee culture. Cardholders gain access to a wide range
of financial services, including overdraft protection, bill pay, funds
transfers, with or without a direct banking relationship, at a lower cost
and with greater convenience. Developed on the SVC Cards platform and
integrated to the Flex network giving the card access to numerous
distribution channels and loading capability.

Fast Pay Network, Inc.: A wholly owned operating subsidiary of
COAH and is a full service payment processor serving clients nationwide.
Fast Pay Network provides "custom tailored" processing for all major credit
cards including Visa, MasterCard, American Express and Discover, as well
as providing processing for electronic benefit transfer (EBT), government
cards, checks, and gift and loyalty cards.

"FLEX Wireless": Established by COAH in 2009 for mobile
applications and backend integrations (middleware) for telecommunication
companies, financial institutions, retailers, enterprise markets with a
need to integrate mobile applications to their financial application.
Using a highly customizable mobile suite of products, clients can connect
their users to bank accounts, transfer money worldwide, purchase tickets,
get exclusive loyalty rewards, redeem mobile coupons, and much more while
on the move.

Item 2. Properties

The Company has no properties and at this time has no agreements to
acquire any properties. The Company currently uses the offices of
management at no cost to the Company. Management has agreed to continue
this arrangement until the Company completes a business combination.

Item 3. Legal Proceedings

There is no litigation pending or threatened by or against the Company.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

There is currently no public market for the Company's securities.

Following a business combination, a target company will normally wish
to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time.

At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.

The OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on
the OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.

As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.

In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market and less on the OTC Bulletin Board. It is not
possible to predict where, if at all, the securities of the Company will
be traded following a business combination.

During the period covered by this report, the Company has sold
securities which were not registered as follows:

NUMBER OF
DATE NAME SHARES CONSIDERATION

October 8, 2009 Glenn Geller 1,000,000 $100
October 8, 2009 Marla Beans 1,000,000 $100
October 8, 2009 Michael Sinnwell 1,000,000 $100

On October 8, 2009, the Company redeemed 500,000 shares of the
initial 1,000,000 that were outstanding at that time.

Item 6. Selected Financial Data.

There is no selected financial data required to be filed for
a smaller reporting company.

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

The Company has no operations nor does it currently engage in any
business activities generating revenues.

It is anticipated that the Company will merge with or otherwise
combine with COA Holdings, Inc., a company that is controlled by the
management of the Company. As of the date of this report, no formal
contracts, agreements or arrangements have been entered into nor any
combination been designed or effected.

COA Holdings, Inc. (COAH), a Nevada corporation, was formed on
May 20, 2008, as a diversified financial holding company to combine
several existing companies, and to facilitate the acquisition of existing,
profitable companies, to define and enhance symmetries and to provide
additional capital to increase the scope and profitability of the such
existing and newly combined companies specifically targeted toward the
electronic payment field.

COAH anticipates that this platform combines certain natural
relationships, marketing synergies and enables the combined companies to
provide a wide variety of complete technology solutions in private and
secure electronic payments designed to create a more trustworthy,
beneficial, and accessible way to conduct commerce. COAH has access to
proprietary products through products developed by its wholly-owned
affiliates and/or subsidiaries.

BUSINESS MODEL

COAH has developed a Flex network hosted on the Data Box
Solutions secure intranet. The Flex network bridges to all COA Holdings
companies allowing for interchange fee based pricing structure.
Management anticipates that COAH will engage consumers with a service
that provides strong benefits to consumers, merchants and financial
institutions. The system will provide consumers with a secure shopping
experience but it also bring a high quality in authorization and settlement
of fee cards significantly lowering the cost of transactions for merchants.
With the benefit through lower fees and fewer chargeback's management
believes that the COAH companies can offer alternative payment platforms
as an exciting and valuable add-on feature for any ecommerce through Flex
EFT, Fast Pay Network or payment solution through SVC Cards. This
technology will allow customers the ability to manage transactions through
their mobile phones or load station via Flex Bill Pay.

Year-End 2009 Compared to Year-End 2008.

The Company has received no income, has had no operations nor
expenses, other than accounting fees as required for the preparation of the
Company's financial statements.

Item 8. Financial Statements and Supplementary Data

The financial statements for the year ended December 31, 2009 and
2008 are attached to this filing.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this report.

Item 9A. 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 year 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.

Management's Report of Internal Control over Financial Reporting

The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with the
Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
president, conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2009, based
on the criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on this evaluation, management concluded that the Company's
internal control over financial reporting was effective as of December 31,
2009, based on those criteria. A control system can provide only reasonably,
not absolute, assurance that the objectives of the control system
are met and no evaluation of controls can provide absolute assurance that
all control issues have been detected.

Weinberg & Company, P.A., our independent registered public
accounting firm, was not required to, and has not issued an attestation
report on the effectiveness of our internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

The Company effected a change in control on October 8, 2009 and
consequently there were new officers and directors supervising and
maintaining the control procedures of the Company adopting the controls in
place. The new officers and directors are directly involved in operations
of the Company and there have been no changes in the Company's internal
controls over financial reporting during its fourth fiscal quarter that
have materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance;

The Directors and Officers of the Company are as follows:

Name Positions and Offices Held
----------------- -----------
Glenn Geller Director, President
Marla Beans Director, Chief Operating Officer
Michael Sinnwell, Jr. Director, Chief Technology Officer
Thomas F. Kelley Director, General Counsel
Gaden Griffin Director, Vice President

There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-named
officer and director is not acting on behalf of nor will act at the
direction of any other person.

Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during
at least the last five years:

Glenn E. Geller serves as the Registrant's President and a director.
Mr. Geller is the president and a director of COA Holdings, Inc., a Nevada
corporation. Mr. Geller has been involved in computer innovations from
hardware to software including LAN, WAN, and wireless system
development since the early 1990's. He was the founder and president of
several companies related to computer Internet/networking design and
management, and also was the lead network analyst and design consultant
for several large firms at which he designed, installed, and managed large
networking systems for major defense contractors, the Teamsters Union,
various law firms, casinos, and major medical facilities. Mr. Geller
specializes in the prepaid cash card industry and was the founder and
president of several companies. Through his vast systems architecture
knowledge, he has participated in the development of several innovative
programs with MasterCard, Visa, and other international card associations,
banks, and processors. Mr. Geller has extensive experience with the
adaptation of technology to business use and has several U.S. patents
pending for specific stored value card systems and business methods. His
credentials include knowledge of many network business methods,
protocols, operating systems, logic programming and back-office software.
Mr. Geller attended the University of California, Irvine, and the University
of Nevada, Las Vegas.

Marla J. Beans serves as the Registrant's Chief Operating Officer
and director. Ms. Beans is the chief operating officer and a director of COA
Holdings, Inc., Nevada. Ms. Beans has worked in the Electronic
Processing industry for over 15 years. Previously, Ms. Beans co-owned The
Merchant Group, which later merged with Provident One Payment
Systems. She served as president of Provident One Payment Systems,
where she was responsible for solutions regarding hardware (POS and
ATM), transaction processing, marketing services, data management,
technical and maintenance programs, as well as credit card processing. Ms.
Beans founded Allow Card of America in October, 2003. After several
years of working in financial services, Ms. Beans recognized the need for
improved fiscal responsibility among today's youth, and in response created
Allow Card of America, Inc. Since that time, she has been instrumental in
implementation of Card of America Payroll and General Spend card
programs. As chief operating officer of COA Holdings, Ms. Beans
currently facilitates everything from the growth and development of the
organization from sales, operations and day-to-day responsibilities of each
division. She was instrumental in implementing the preliminary
development of an Affinity Marketing Program (AMP), taking Allow Card
nationwide. Ms. Beans is strongly dedicated to the success of the program.
She is confident that Allow Card, with its Financial Literacy Lessons, will
increase the financial knowledge and responsibility of todays younger
generation.

Michael J. Sinnwell, Jr. serves as the Registrant's Chief Technology
Officer and a director. Mr. Sinnwell is the Chief Technology Officer and
director of COA Holdings, Inc., Nevada. Mr. Sinnwell is a recognized
industry expert with more than 17 years experience, including
telecommunications, quality assurance, financial services, software
development, and information technology. Mr. Sinnwell joined Allow Card
after selling Sinnper, Inc., a company founded by Mr. Sinnwell to provide
outsourced business services, including call center services, supply chain
management, order fulfillment, networking, and security consulting. Mr.
Sinnwell has conducted extensive training and provided consultations
throughout the world in a variety of information technology areas. He is
responsible for the Website Management and controls the total technology
department at Allow Card. His innovative ideas and experience are putting
the Allow Card production at the front of the industry.

Thomas F. Kelley serves as the Registrant's general counsel and a
director. Mr. Kelley is the General Counsel and secretary of COA
Holdings, Inc., Nevada. He has substantial business and legal experience,
especially in the areas of business formation, development and operations.
Mr. Kelley received his Juris Doctor degree from William Mitchell College
of Law, St. Paul, Minnesota. Mr. Kelley is a member of the bar of Arizona.
Mr. Kelley received his Bachelor of Arts degree in Biology from Hamline
University, St. Paul, Minnesota. At Hamline, Mr. Kelley received the
prestigious Presidential Foundation Fellowship, a full academic scholarship
and the Alsis Foundation Scholarship.

Gaden Griffin serves as the Registrant's Vice President. Mr. Griffin
is the Vice President for the Western United States for COA Holdings, Inc.,
Nevada. Mr. Griffin has more than 22 years experience in the financial
industry. His background is extensive in the credit card acquiring industry
where his key duties included building, managing and supporting banking
and ISO relationships throughout the United States. Mr. Griffin played a
vital and successful role in building and maintaining the national
relationship with Nextel/Sprint while marketing a proprietary wireless
credit card device in all major markets in the United States. Mr. Griffin
worked for Zions First National Bank for 13 years managing merchant
sales, business development and marketing for 35 branches within his
region. Mr. Griffin and his region consistently placed in the top 5% in
growth and revenue during his tenor at the bank. Mr. Griffin also has an
extensive background in business ownership and development ranging
from startup companies, real estate, lodging, to being part of the original
ownership group that introduced professional arena football to the state of
Utah.

Conflicts of Interest

No agreement or terms have been established for the business
combination with COAH and, management does not foresee or anticipate
any conflict of interests in such transaction.

There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of management
to the Company. However, any attempt by shareholders to enforce a liability
of management to the Company would most likely be prohibitively
expensive and time consuming.

Code of Ethics. The Company has not yet at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has no operations or business and does not receive any revenues
or investment capital. The adoption of an Ethical Code at this time would
not serve the primary purpose of such a code to provide a manner of
conduct as the development, execution and enforcement of such a code.
Because the Company does not have any activities, there are activities or
transactions which would be subject to this code. When the Company
enters into the business combination or other corporate transaction,
management will recommend that such a code be adopted and such code
will be maintained on the Company's website.

Corporate Governance. The Company has not yet created a
nominating or audit committee of the board of directors. At this time,
the Company consists of four shareholders, three of whom serve as directors
and officers. The Company has no activities, and receives no revenues. At
such time that the Company enters into a business combination and/or has
additional shareholders and commences activities, the Company will
propose creating committees of its board of directors, including both a
nominating and an audit committee. Because of the small number of
shareholders, there is not yet established a process by which shareholders
to the Company can nominate members to the Company's board of directors.
Similarly, however, at such time as the Company has more shareholders
and an expanded board of directors, the new management of the Company
may review and implement, as necessary, procedures for shareholder
nomination of members to the Company's board of directors.

Item 11. Executive Compensation

The Company's officers and directors do not receive any
compensation for their services rendered to the Company, nor have they
received such compensation in the past. The officers and directors are
not accruing any compensation pursuant to any agreement with the Company.
However, the officers and directors of the Company anticipate receiving
benefits as shareholders of the Company and as officers and/or directors
of COAH at such time that any business combination is effected.

No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company for
the benefit of its employees.

The Company does not have a compensation committee for the
same reasons as described above.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters

The following table sets forth, as of December 31, 2009, each
person known by the Company to be the beneficial owner of five percent or
more of the Company's common stock and the directors and officers of the
Company. The Company does not have any compensation plans and has
not authorized any securities for future issuance. Except as noted, the
holder thereof has sole voting and investment power with respect to the
shares shown.

Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock(1)
------------------- -------------------- -------------------
Glenn Geller 1,000,000 28.6%

Marla Beans 1,000,000 28.6%

Michael Sinnwell 1,000,000 28.6%

James M. Cassidy (2) 500,000 14.2%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group
(3 Persons) 3,000,000 85.8%

(1) Based on 3,500,000 shares outstanding.
(2) As the sole shareholder, officer and director of Pierce Mill Associates,
a Delaware corporation, Mr. Cassidy is deemed to be the beneficial owner of
the 500,000 shares of common stock of the Company owned by it.

Item 13. Certain Relationships and Related Transactions and
Director Independence

The Company has five directors all of whom are also officers of the
Company and three of whom are shareholders aggregating owning 85.8% of
the outstanding shares of the Company. None of these directors are
considered an independent director.

On October 8, 2009, the Company issued a total of 3,000,000 shares
of common stock to the following entities:

NUMBER OF TOTAL
NAME SHARES CONSIDERATION

Glenn Geller 1,000,000 $100
Marla Beans 1,000,000 $100
Michael Sinnwell 1,000,000 $100

Item 14. Principal Accounting Fees and Services.

The Company has no activities, no income and no expenses. The
Company's president has donated his time in preparation and filing of
all state and federal required taxes and reports.

Audit Fees

The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were as
follows:

December 31, 2009 December 31, 2008
----------------- -----------------
$ 3,000 $2,000
======= ======
Audit-Related Fees

There were no audit related services for the years ended 2009 and
2008.

Tax Fees

The Company incurred $0 for tax related services provided by
Weinberg & Company for the years ended December 2009 and 2008.

All Other Fees

The Company incurred $0 for other fees by the principal accountant
for the years ended December 31, 2009 and 2008.

The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules

There are no financial statement schedules nor exhibits filed
herewith. The exhibits filed in earlier reports and the Company's Form
10-SB are incorporated herein by reference.

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE 1 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

PAGE 2 BALANCE SHEETS AS OF DECEMBER 31, 2009 AND
DECEMBER 31, 2008

PAGE 3 STATEMENTS OF OPERATIONS FOR THE YEARS
ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2009

PAGE 4 STATEMENT OF CHANGES IN STOCKHOLDERS'
DEFICIT FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO DECEMBER 31, 2009

PAGE 5 STATEMENTS OF CASH FLOWS FOR THE YEARS
ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD
FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2009

PAGES 6-11 NOTES TO FINANCIAL STATEMENTS AS OF
DECEMBER 31, 2009 AND 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
Cabinet Acquisition Corporation

We have audited the accompanying balance sheets of Cabinet Acquisition
Corporation (a development stage company) (the "Company") as of
December 31, 2009 and 2008, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended and for the
period from March 24, 1999 (inception) to December 31, 2009. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Cabinet Acquisition
Corporation as of December 31, 2009 and 2008, and the results of its
operations and its cash flows for the years then ended and for the period
from September 13, 2006 (inception) to December 31, 2009 in conformity
with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company has recurring losses
from operations, negative cash flows from operations and a working capital
deficit, which raises substantial doubt about its ability to continue as
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Boca Raton, Florida
April 14, 2010

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF DECEMBER 31, 2009 AND 2008
---------------------------------

ASSETS
------
As of As of
December 31, December 31,
2009 2008
----- -----

Cash $ 100 $ 100
------ ------
TOTAL ASSETS $ 100 $ 100
============ ====== ======

LIABILITIES AND STOCKHOLDER'S DEFICIT
------------------------------------

LIABILITIES

Accounts payable $ 3,889 $ -
Accrued Liabilities 3,000 2,000
Stock redemption payable 50 -
-------- ------
Total Liabilities 6,939 2,000
-------- ------

STOCKHOLDERS' DEFICIT

Preferred stock, $.0001 par value,
20,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.0001 par value,
100,000,000 shares authorized,
3,500,000 issued and outstanding 350 100
Additional paid-in capital 3,762 2,095
Stock subscription receivable (300) -
Accumulated deficit during
development stage (10,651) (4,095)
-------- -------

Total Stockholders' Deficit (6,839) (1,900)
-------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 100 $ 100
----------------------- ======= =======

See accompanying notes to financial statements
2

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2009 and 2008
AND FOR THE PERIOD from MARCH 24, 1999 (Inception)
TO December 31, 2009
-----------------------

For the Year For the Year For the Period from
Ended Ended March 24, 1999
December 31, December 31, (Inception) to
2009 2008 December 31, 2009
----------- ------------ --------------

Income $ - $ - $ -

Expenses
Organization expense - - 535
Professional Fees 6,556 2,000 10,116
---------- --------- ---------

Total expenses 6,556 2,000 10,651
---------- --------- ---------

NET LOSS $ (6,556) $ (2,000) $(10,651)
========== ========== ========= ==========

Basic and diluted-- $ - $ -
loss per share ========== ==========

Weighted average
number of shares
outstanding,basic
and diluted 1,575,342 1,000,000
========== ==========

See accompanying notes to financial statements

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO DECEMBER 31, 2009
--------------------

Deficit
Common Common Addi- Accumulated StOCK
Stock Stock tional During Subscrip-
Issued Issued Paid-In Development tions
Shares Amount Capital Stage Receivable Total
------- ------ ------- ---------- --------- -----

Balance as of March 24, 1999 - $ - $ - $ - $ - $
(Date of Inception)
Common stock issuance 1,000,000 100 - - - 100
Net loss - - - (535) - (535)
--------- ------ ------- --------- -------- -------
Balance as of December 31, 1999 1,000,000 100 - (535) - (435)
Fair value of expenses
contributed - - 535 - - 535
Net loss December 31, 2000 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2000 1,000,000 100 535 (535) - 100
Net loss December 31, 2001 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2001 1,000,000 100 535 (535) - 100
Net loss December 31, 2002 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2002 1,000,000 100 535 (535) - 100
Net loss December 31, 2003 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2003 1,000,000 100 535 (535) - 100
Net loss December 31, 2004 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2004 1,000,000 100 535 (535) - 100
Net loss December 31, 2005 - - - - - -
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2005 1,000,000 100 535 (535) - 100
Fair value of expenses
contributed - - 780 - - 780
Net loss - - - (780) - (780)
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2006 1,000,000 100 1,315 (1,315) - 100
Fair value of expenses
contributed - - 780 - - 780
Net loss - - - (780) - (780)
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2007 1,000,000 100 2,095 (2,095) - 100
Net loss - - - (2,000) - (2,000)
--------- ------ ------- --------- ------- -------
Balance as of December 31, 2008 1,000,000 100 2,095 (4,095) - (1,900)
Redemption of common stock (500,000) (50) - - - (50)
Common stock issuance 3,000,000 300 - - (300) -
Fair value of expenses
contributed - - 1,667 - - 1,667
Net loss - - - (6,556) - (6,556)
--------- ------ ------- --------- ------ --------
Balance as of December 31, 2009 3,500,000 $ 350 $3,762 $(10,651) $(300) $(6,839)

See accompanying notes to financial statements
4

CABINET ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
AND FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
TO DECEMBER 31, 2009
------------------------

For the Year For the Year For The Period from
Ended Ended March 24, 1999
December 31, December 31, (Inception) to
2009 2008 December 31 2009
----------- ----------- ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (6,556) $ (2,500) $ (10,651)
Adjustment to reconcile
net loss to net cash used by
operating activities:

Contributed expenses 1,667 - 3,762
Increase (decrease) in liabilities:
Accrued liabilities 4,889 2,500 6,889
------- ------- --------
Net Cash Used In Operating Activities - - -
------- ------- --------
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
------- ------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock - - 100
------- ------- --------
Net Cash Provided By Financing
Activities - - 100
------- ------- --------
NET INCREASE IN CASH AND CASH
EQUIVALENTS - - 100

CASH AND CASH EQUIVALENTS - BEGINNING
OF PERIOD 100 100 -
------- ------- -------
CASH AND CASH EQUIVALENTS -
END OF PERIOD $ 100 $ 100 $ 100
========================= ======== ======== ==========

SUPPLEMENTAL DISCLOSURES

NON-CASH FINANCING ACTIVITIES:
-----------------------------
Common stock issued for
subscription receivable $ 300 $ - $ 300
Common stock redeemed and amount
owed to shareholder (50) - (50)

See accompanying notes to 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 December 31, 2009, the Company had not yet commenced any formal
business operations, and all activity to date relates to the Company's
formation, and the change of stockholder control and management in
October 2009 as further discussed in Note 2(B). The Company's fiscal year
end is December 31.

The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business.

(B) Use of Estimates

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America 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.

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

Financial Accounting Standards Board ("FASB") Accounting Standard
Codification ("ASC") 740-10-50-2 "Income Taxes" requires deferred tax
assets and liabilities be recognized for future tax consequence attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to be applied
to taxable income in the years in which those temporary differences are
expected to reverse. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statement of income in the period
that includes the enactment date. A valuation allowance is provided for
deferred tax assets if it is more likely than not these items will either
expire before the Company is able to realize their benefits, or that future
deductibility is uncertain. Losses incurred by Company in prior years
provide for a net operating loss carry-forward. However, due to the
unpredictability of the Company's future net income, the asset's balance has
been fully reserved for.

(E) Going Concern

The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the Untied States of
America, which contemplates continuation of the Company as a going
concern. The Company has no operations and continues to incur on-going
professional fees to maintain its current filings with the SEC. The Company
has an accumulated deficit of $10,651 and a working capital deficit of
$6,839 as of December 31, 2009. The Company also has a net loss from
operations of $6,556 for the year then ended.

The future success of the Company is dependent on its ability to find and
successfully merge with a target business. There can be no assurance that
the Company will be successful in completing a merger, or that it will
continue to receive funding from its President.

(F) 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 years ended December 31, 2009 and 2008.

(G) Fair Value of Financial Instruments

FASB ASC 820 "Fair Value Measurements and Disclosures" establishes a
three-tier fair value hierarchy, which prioritizes the inputs in measuring
fair value. The hierarchy prioritizes the inputs into three levels based on
the extent to which inputs used in measuring fair value are observable in
the market.

These tiers include:

Level 1 defined as observable inputs such as quoted prices in active
markets;
Level 2 defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and
Level 3 defined as unobservable inputs in which little or no market
data exists, therefore requiring an entity to develop its own
assumptions.

The carrying amounts of financial assets and liabilities, such as cash and
cash equivalents, accounts payable and accrued liabilities and stock redemption
payable approximate their fair values because of the short maturity of these
instruments.

(H) Recent Accounting Pronouncements

In June 2009, the FASB issued authoritative guidance on an amendment of
accounting for transfers of financial assets, and seeks to improve the
relevance and comparability of the information that a reporting entity
provides in its financial statements about transfers of financial assets;
the effects of the transfer on its financial position, financial
performance, and cash flows; and a transferor's continuing involvement,
if any, in transferred financial assets. The authoritative guidance
eliminates the concept of a qualifying special-purpose entity, creates
more stringent conditions for reporting a transfer of a portion of a
financial asset as a sale, clarifies other sale-accounting criteria, and
changes the initial measurement of a transferor's interest in transferred
financial assets. The authoritative guidance is effective for interim and
annual reporting periods beginning after November 15, 2009. The Company
believes adopting the new guidance will not significantly impact its
financial statements.

In June 2009, the FASB issued authoritative guidance on consolidation of
variable interest entities, which requires an enterprise to determine
whether its variable interest or interests give it a controlling financial
interest in a variable interest entity. The primary beneficiary of a
variable interest entity is the enterprise that has both (1) the power to
direct the activities of a variable interest entity that most significantly
impact the entity's economic performance, and (2) the obligation to absorb
losses of the entity that could potentially be significant to the variable
interest entity or the right to receive benefits from the entity that could
potentially be significant to the variable interest entity. The
authoritative guidance requires ongoing reassessments of whether an
enterprise is the primary beneficiary of a variable interest entity and is
effective for interim and annual reporting periods beginning after
November 15, 2009. The Company believes adopting the new guidance will
not significantly impact its financial statements.

In October 2009, the FASB, issued updates to ASC 605 "Revenue
Recognition" for arrangements with multiple deliverables and accounting
for revenue arrangements that include software elements. Under the new
guidance on arrangements that include software elements, tangible products
that have software components that are essential to the functionality of the
tangible product will no longer be within the scope of the software revenue
recognition guidance, and software-enabled products will now be subject to
other relevant revenue recognition guidance. The authoritative guidance is
effective for interim or annual periods beginning after June 15, 2010, with
early adoption permitted. The Company believes adopting the new
guidance will not significantly impact its financial statements.

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the AICPA, and the SEC did not or are not
believed by management to have a material impact on the Company's
present or future consolidated financial statements.

NOTE 2 INCOME TAXES

There is no provision for income taxes because the Company has incurred
net operating losses. There are no deferred tax assets from temporary
differences, other than net operating losses, because the Company is still
in development stage and only has incurred professional fees in connection
with its filings with the SEC. Realization of deferred tax assets is
dependent upon future earnings, if any, of which the timing and amount are
uncertain. Therefore, the deferred tax assets have been fully offset by a
valuation allowance. For 2009, the valuation allowance increased by
$3,621. Significant components of the Company's deferred tax assets are as
follows:

2009 2008

Net operating loss carryforwards $ 3,621 $ 1,392
Valuation allowance 3,621 1,392
________ ________
Net deferred tax asset $ - $ -

At December 31, 2009 the Company's federal net operating loss carry-forward
was $10,651 which will begin to expire in 2019. The availability of the
federal net operating loss carry-forward may be subject to limitations
based on ownership changes as defined in the United States Internal Revenue
Code, which could prevent the Company from realizing some or all of its net
operating loss carry-forward.

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.

On October 8, 2009, the following events occurred which resulted in a
change in control of the Company: 500,000 shares of the total 1,000,000
outstanding shares of common stock of the Company were redeemed at par
from the prior shareholder, Pierce Mill Associates, Incorporated. These
shares were subsequently canceled. The Company has not yet made
payment of $50 for the redemption of these shares.

The Company also issued 1,000,000 shares of common stock at
par each to Glenn Geller, Marla Beans and Michael Sinnwell, Jr. The
3,000,000 shares issued represent 85.8% of the total outstanding 3,500,000
shares of common stock. The Company has not yet received payment
totaling $300 for the issuance of these shares.

Following the transactions above, new officers and directors were elected
and the prior officer and directors 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 individuals 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 individuals 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

Additional paid-in capital as of December 31, 2009 represents the fair
value of the amount of organization and professional costs incurred by
related parties on behalf of the Company.

NOTE 3 AGREEMENT

There is an agreement between Tiber Creek Corporation and the Company
to provide various services, including a business combination between the
Company and a target company, a name change, and the registration of its
securities and their quotation on the OTC Bulletin Board.

NOTE 4 RELATED PARTIES

Pierce Mill Associates is a 14.2% stockholder of the Company which is
100% owned by the same individual who also owns 100% of the outstanding
stock of Tiber Creek Corporation. Tiber Creek Corporation is expected
to perform consulting services for the Company in the future
(see Note 3).

Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, duly authorized

CABINET ACQUISITION CORPORATION

Date:4/15/2010 By Glenn Geller
President

Date:4/15/2010 By /s/ Glenn Geller
Chief Financial Officer

Pursuant to the requirements of 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.

Signature Title Date

/s/ Glenn Geller Director 4/15/2010

/s/ Marla Beans Director 4/15/2010

/s/ Michael Sinnwell, Jr. Director 4/15/2010

/s/ Tom Kelley Director 4/15/2010

/s/ Gaden Griffin Director 4/15/2010

CABINET ACQUISITION CORP - FORM 10-K - April 15, 2010

Attached files