Table of Contents

 

 

 

**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 
| **x** | **QUARTERLY REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|--------------------------------------------------------------------------------------------------|

 

**For the quarterly period ended June 30, 2010**

 
| **o** | **TRANSITION REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|---------------------------------------------------------------------------------------------------|

 

**For the transition period from                to                **

 

**Commission file number 333-141690**

 

**KABEEXPLORATION INC.**

(Nameregistrant as specified in its charter)

 

| **NEVADA**                                                      | ** ** | **39-2052145**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State  or other jurisdiction of incorporation or organization) |       | (I.R.S.  Employer Identification No.) |

 

| **5050 Avenida Encinas, Suite 360, Carlsbad, CA** | ** ** | **92008**   |
|--------------------------------------------------------|------------|-------------|
| (Address  of principal executive offices)              |       | (Zip  Code) |

 

Registrant’s telephone number, including area code: **(760) 931-1048**

 

Check whether the issuer (1) filedall reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days. Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submitand post such files).  Yes  o No  o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seedefinition of “large accelerated filer”, “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o                   |   | Accelerated filer o              |
|---------------------------------------------|--------|----------------------------------|
|                                        |   |                             |
| Non-accelerated filer o                     |   | Smaller reporting company x |
| (do not check if smaller reporting company) |   |                             |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes x  No o

 

Number of shares of theregistrant’s common stock outstanding as of August 9,2010: 39,003,250 shares of Common Stock

 

 

 

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Tableof Contents

 

**TABLE OFCONTENTS**

 
| **Part I**  |                                                                                       |   |
|------------------|--------------------------------------------------------------------------------------------|--------|
|             |                                                                                       |   |
| Item 1.          | Financial Statements                                                                       |   |
|             |                                                                                       |   |
| Item 2.          | Management’s  Discussion and Analysis of Financial Condition and Results of Operation |   |
|             |                                                                                       |   |
| Item 3.          | Quantitative  and Qualitative Disclosures About Market Risk                                |   |
|             |                                                                                       |   |
| Item 4T.         | Controls and  Procedures                                                                   |   |
|             |                                                                                       |   |
| **Part II** |                                                                                       |   |
|             |                                                                                       |   |
| Item 1.          | Legal Proceedings.                                                                         |   |
|             |                                                                                       |   |
| Item 2.          | Unregistered  Sales of Equity Securities and Use of Proceeds.                              |   |
|             |                                                                                       |   |
| Item 3.          | Defaults  Upon Senior Securities.                                                          |   |
|             |                                                                                       |   |
| Item 4.          | Reserved                                                                                   |   |
|             |                                                                                       |   |
| Item5.           | Other Information.                                                                         |   |
|             |                                                                                       |   |
| Item 6.          | Exhibits.                                                                                  |   |
|             |                                                                                       |   |
|             | Signatures                                                                                 |   |

 

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**PART I**

 

**Item 1.        FinancialStatements.**

 

**KABE EXPLORATION, INC.**

(A Development Stage Company)

Balance Sheet

as at

 
| ** **                                                                             | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| ** **                                                                             | ** ** | **2010**          | ** ** | **2009**              | ** ** |
| ** **                                                                             | ** ** | **(Unaudited)**   | ** ** | ** **            | ** ** |
|                                                                                   |       |              |       |                  |       |
| ASSETS                                                                                 |       |              |       |                  |       |
| Current Assets                                                                         |       |              |       |                  |       |
| Cash                                                                                   |       | $                 | 24         |                  | $          | 28 |   |
|                                                                                   |       |              |       |                  |       |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                             |       |              |       |                  |       |
| Current Liabilities                                                                    |       |              |       |                  |       |
| Accounts Payable                                                                       |       | $                 | 16,509     |                  | $          | 16,509 |   |
| Chapman Industries Loan                                                                |       | 6,576             |       | 6,066                 |       |
| Loan Payable - EPS                                                                     |       | 11,197            |       | 8,487                 |       |
|                                                                                   |       |              |       |                  |       |
| Total Liabilities                                                                      |       | 34,282            |       | 31,062                |       |
|                                                                                   |       |              |       |                  |       |
| Stockholders’ Equity (Deficit)                                                    |       |              |       |                  |       |
| Common Stock, $0.001 par value; authorized  75,000,000 shares; issued and outstanding: |       |              |       |                  |       |
| 38,647,250 as at June 30, 2010                                                    |       |              |       |                  |       |
| 38,647,250 as at December 31, 2009                                                |       | 38,647            |       | 38,647                |       |
| Additional Paid-In Capital                                                             |       | 202,578           |       | 202,578               |       |
| Deficit accumulated during the development stage                                       |       | (275,483          | )          | (272,259              | )          |
|                                                                                   |       |              |       |                  |       |
| Total Shareholders’ Equity                                                        |       | (34,258           | )          | (31,034               | )          |
|                                                                                   |       |              |       |                  |       |
| Total Liabilities and Shareholders’ Equity                                        |       | $                 | 24         |                  | $          | 28 |   |

 

Theaccompanying notes are an integral part of these financial statements

 

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KABE EXPLORATION, INC.

(A Development Stage Company)

Statement of Operations

(Unaudited)

 
| ** **                                              | ** ** | ** **                     | ** ** | ** **                   | ** ** | ** **                 | ** ** | ** ** | ** ** | **For the Period** | ** ** |
|---------------------------------------------------------|------------|--------------------------------|------------|------------------------------|------------|----------------------------|------------|------------|------------|--------------------|------------|
| ** **                                              | ** ** | ** **                     | ** ** | ** **                   | ** ** | ** **                 | ** ** | ** ** | ** ** | **of Inception**   | ** ** |
| ** **                                              | ** ** | **For the Three Months Ended** | ** ** | **For the Six Months Ended** | ** ** | **from Jan. 1, 2006** | ** ** |
| ** **                                              | ** ** | **June 30,**              | ** ** | **June 30,**            | ** ** | **through June 30,**  | ** ** |
| ** **                                              | ** ** | **2010**                       | ** ** | **2009**                     | ** ** | **2010**                   | ** ** | **2009**   | ** ** | **2010**           | ** ** |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Revenue                                                 |       | $                              | —     |                         | $          | —                     |       | $          | —     |               | $          | — |   | $ | — |   |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Cost of Sales                                           |       | —                         |       | —                       |       | —                     |       | —     |       | —             |       |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Operating Income                                        |       | —                         |       | —                       |       | —                     |       | —     |       | —             |       |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| General and Administrative Expenses:                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Mineral Lease Fees                                      |       | —                         |       | —                       |       | —                     |       | —     |       | 6,713              |       |
| Professional Fees                                       |       | 965                            |       | 1,600                        |       | 2,690                      |       | 2,300      |       | 181,563            |       |
| Consultant Fees                                         |       | 0                              |       | 45,000                       |       |                       |       | 45,000     |       | 50,000             |       |
| Other Administrative Expenses                           |       | 42                             |       | 14                           |       | 534                        |       | 747        |       | 32,216             |       |
| Loss on abandonment of Mineral Leases                   |       | —                         |       | —                       |       | —                     |       | —     |       | 5,000              |       |
| Total General and Adminstrative Expenses                |       | 1,007                          |       | 46,614                       |       | 3,224                      |       | 48,047     |       | 275,492            |       |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Other Inocme                                            |       |                           |       |                         |       |                       |       |       |       |               |       |
| Interest Income                                         |       | —                         |       | —                       |       | —                     |       | —     |       | 22                 |       |
| Interest Expense                                        |       | —                         |       | —                       |       | —                     |       | —     |       | (13                | )          |
|                                                    |       | —                         |       | —                       |       |                       |       |       |       | 9                  |       |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Net Income (Loss)                                       |       | $                              | (1,007     | )                            | $          | (46,614                    | )          | $          | (3,224     | )                  | $          | (48,047 | ) | $ | (275,483 | ) |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Income/Loss Per Common Share:                           |       |                           |       |                         |       |                       |       |       |       |               |       |
| Basic and Diluted                                       |       | $                              | (0.000     | )                            | $          | (0.001                     | )          | $          | (0.000     | )                  | $          | (0.001 | ) |   |   |
|                                                    |       |                           |       |                         |       |                       |       |       |       |               |       |
| Weighted Average Shares Outstanding Basic and  Diluted: |       | 38,247,250                     |       | 37,260,714                   |       | 38,247,250                 |       | 37,069,923 |       |               |       |

 

The accompanying notes are an integral part of these financialstatements

 

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KABE EXPLORATION, INC.

(A Development Stage Company)

Statement of Shareholders’ Equity

For the period from inception, January 1,2006, to June 30, 2010

(Unaudited)

 
| ** **                                                               | ** ** | ** **       | ** ** | ** **     | ** ** | ** **     | ** ** | **Deficit**            | ** ** | ** **    | ** ** |
|--------------------------------------------------------------------------|------------|------------------|------------|----------------|------------|----------------|------------|------------------------|------------|---------------|------------|
| ** **                                                               | ** ** | ** **       | ** ** | ** **     | ** ** | ** **     | ** ** | **Accumulated**        | ** ** | **Total**     | ** ** |
| ** **                                                               | ** ** | **Common Stock** | ** ** | **Additional** | ** ** | **during the** | ** ** | **Shareholders’** | ** ** |
| ** **                                                               | ** ** | **Number of**    | ** ** | ** **     | ** ** | **Paid-In**    | ** ** | **Development**        | ** ** | **Equity**    | ** ** |
| ** **                                                               | ** ** | **Shares**       | ** ** | **Amount**     | ** ** | **Capital**    | ** ** | **Stage**              | ** ** | **(Deficit)** | ** ** |
|                                                                     |       |             |       |           |       |           |       |                   |       |          |       |
| Inception, January 1, 2006                                          |       | —           |       | $              | —     |           | $          | —                 |       | $             | —     |   | $ | — |   |
| Common stock issued for cash, Jan. 16, 2006                         |       | 1,500,000        |       | 1,500          |       | 13500          |       |                   |       | 15,000        |       |
| Common stock issued for cash, Aug.23, 2006                               |       | 250,000          |       | 250            |       | 2250           |       |                   |       | 2,500         |       |
| Common stock issued for cash, Sep. 21, 2006                         |       | 575,000          |       | 575            |       | 10925          |       |                   |       | 11,500        |       |
| Common stock issued for cash, Oct. 31, 2006                         |       | 800,000          |       | 800            |       | 15200          |       |                   |       | 16,000        |       |
| Common stock issued for cash, Nov.30, 2006                               |       | 262,500          |       | 263            |       | 4987           |       |                   |       | 5,250         |       |
| Net loss for the year ended December 31, 2006                       |       |             |       |           |       |           |       | (226                   | )          | (226          | )          |
| Balances, December 31, 2006                                         |       | 3,387,500        |       | $              | 3,388      |           | $          | 46,862                 |       | $             | (226       | ) | $ | 50,024 |   |
| Net loss for the year ended December 31, 2007                       |       |             |       |           |       |           |       | (37,753                | )          | (37,753       | )          |
| Balances, December 31, 2007                                         |       | 3,387,500        |       | $              | 3,388      |           | $          | 46,862                 |       | $             | (37,979    | ) | $ | 12,271 |   |
| Common stock issued for cash, Apr. 15, 2008  at $0.04 per share     |       | 300,000          |       | 300            |       | 11,700         |       |                   |       | 12,000        |       |
| Net loss for the year ended Dec. 31, 2008                           |       |             |       |           |       |           |       | (50,938                | )          | (50,938       | )          |
| Balances, December 31, 2008                                         |       | 3,687,500        |       | $              | 3,688      |           | $          | 58,562                 |       | $             | (88,917    | ) | $ | (26,667 | ) |
|                                                                     |       |             |       |           |       |           |       |                   |       |          |       |
| Balances restated for 10-for-1 forward stock  split, April 13, 2009 |       | 36,875,000       |       | $              | 36,875     |           | $          | 25,375                 |       | $             | (88,917    | ) | $ | (26,667 | ) |
| Additional Paid-in Capital January 2009                             |       |             |       |           |       | 1,750          |       |                   |       | 1,750         |       |
| Common stock issued for services Apr. 13, 2009,  @ $0.10 per share  |       | 450,000          |       | 450            |       | 44,550         |       |                   |       | 45,000        |       |
| Common stock issued for services Apr. 13, 2009,  @ $0.10 per share  |       | 256,000          |       | 256            |       | 25,344         |       |                   |       | 25,600        |       |
| Common stock issued for services Apr. 13, 2009,  @ $0.10 per share  |       | 50,000           |       | 50             |       | 4,950          |       |                   |       | 5,000         |       |
| Common stock issued for services Apr. 13, 2009,  @ $0.10 per share  |       | 1,016,250        |       | 1,016          |       | 100,609        |       |                   |       | 101,625       |       |
| Net loss for the year ended Dec. 31, 2009                           |       |             |       |           |       |           |       | $                      | (183,342   | )             | $          | (183,342 | ) |
|                                                                     |       |             |       |           |       |           |       |                   |       |          |       |
| Balances, December 31, 2009                                         |       | 38,647,250       |       | $              | 38,647     |           | $          | 202,578                |       | $             | (272,259   | ) | $ | (31,034 | ) |
|                                                                     |       |             |       |           |       |           |       |                   |       |          |       |
| Net loss for the 6 mo. ended June 30, 2010                          |       |             |       |           |       |           |       | (3,224                 | )          | (3,224        | )          |
|                                                                     |       |             |       |           |       |           |       |                   |       |          |       |
| Balances, June 30, 2010                                             |       | 38,647,250       |       | $              | 38,647     |           | $          | 202,578                |       | $             | (275,483   | ) | $ | (34,258 | ) |

 

The accompanying notes are an integral part of these financialstatements

 

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KABE EXPLORATION, INC.

(A Development Stage Company)

Statement of Cash Flows

(Unaudited)

 
| ** **                                                                   | ** ** | ** **                      | ** ** | ** **                    | ** ** | ** **             | ** ** | ** ** | ** ** | **For the  Period** | ** ** |
|------------------------------------------------------------------------------|------------|---------------------------------|------------|-------------------------------|------------|------------------------|------------|------------|------------|---------------------|------------|
| ** **                                                                   | ** ** | ** **                      | ** ** | ** **                    | ** ** | ** **             | ** ** | ** ** | ** ** | **of  Inception**   | ** ** |
| ** **                                                                   | ** ** | **For The  Three Months Ended** | ** ** | **For The  Six Months Ended** | ** ** | **from Jan.  1, 2006** | ** ** |
| ** **                                                                   | ** ** | **June 30,**                    | ** ** | **June 30,**                  | ** ** | **through  June 30,**  | ** ** |
| ** **                                                                   | ** ** | **2010**                        | ** ** | **2009**                      | ** ** | **2010**               | ** ** | **2009**   | ** ** | **2010**            | ** ** |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Cash flows from  operating activities:                                       |       |                            |       |                          |       |                   |       |       |       |                |       |
| Net loss                                                                     |       | $                               | (1,007     | )                             | $          | (46,914                | )          | $          | (3,224     | )                   | $          | (48,047 | ) | $ | (275,483 | ) |
| Adjustments to  reconcile net loss to net cash used by operating activities: |       |                            |       |                          |       |                   |       |       |       |                |       |
| Stock issued for  services                                                   |       |                            |       | 45,000                        |       |                   |       | 45,000     |       | 177,225             |       |
| Change in  operating assets and liabilities:                                 |       |                            |       |                          |       |                   |       |       |       |                |       |
| Accounts Payable                                                             |       |                            |       |                          |       |                   |       |       |       | 16,509              |       |
| Net cash (used  by) operating activities                                     |       | (1,007                          | )          | (1,914                        | )          | (3,224                 | )          | (3,047     | )          | (81,749             | )          |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Cash flows from  investing activities                                        |       |                            |       |                          |       |                   |       |       |       |                |       |
| Abandonment of  mining leases                                                |       | —                          |       | —                        |       | —                 |       | —     |       | —              |       |
| Net cash (used  by) investing activities                                     |       | —                          |       | —                        |       |                   |       |       |       | —              |       |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Cash flows from  financing activities:                                       |       |                            |       |                          |       |                   |       |       |       |                |       |
| Common stock  issued for cash                                                |       |                            |       |                          |       |                   |       | —     |       | 62,250              |       |
| Proceeds  (repayment) of loans                                               |       | 1,025                           |       | 1,900                         |       | 3,220                  |       | 1,200      |       | 17,773              |       |
| Contibution of  capital                                                      |       |                            |       |                          |       |                   |       | 1,750      |       | 1,750               |       |
| Bank Overdraft                                                               |       |                            |       | 97                            |       |                   |       | 97         |       |                |       |
| Net cash (used)  provided by financing activities                            |       | 1,025                           |       | 1,997                         |       | 3,220                  |       | 3,047      |       | 81,773              |       |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Net increase  (decrease) in cash                                             |       | 18                              |       | 83                            |       | (4                     | )          | —     |       | 24                  |       |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Cash, beginning  of the period                                               |       | 6                               |       | (83                           | )          | 28                     |       | —     |       | —              |       |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Cash, end of the  period                                                     |       | $                               | 24         |                          | $          | —                 |       | $          | 24         |                | $          | — |   | $ | 24 |   |
|                                                                         |       |                            |       |                          |       |                   |       |       |       |                |       |
| Supplemental cash  flow disclosure:                                          |       |                            |       |                          |       |                   |       |       |       |                |       |
| Interest paid                                                                |       | $                               | —     |                          | $          | —                 |       | $          | —     |                | $          | — |   |   |   |
| Taxes paid                                                                   |       | $                               | —     |                          | $          | —                 |       | $          | —     |                | $          | — |   |   |   |

 

The accompanying notes are an integreal part of these financialstatements

 

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**Kabe Exploration, Inc.**

**(A Development Stage Company)**

**Notes to Financial Statements**

**June 30, 2010**

**(Unaudited)**

 

**1.****     ****Basisof Presentation and Nature of Operations**

** **

Theinterim financial statements as of and for the six months ended June 30, 2010reflect all adjustments which, in the opinion of management, are necessary tofairly state the Company’s financial position and the results of its operationsfor the periods presented.

 

Theseinterim financial statements should be read in conjunction with the Company’sfinancial statements and notes thereto included in the Company’s December 31,2009 report. The Company assumes that the users of the interim financialinformation herein have read, or have access to, the audited financialstatements for the preceding period, and that the adequacy of additionaldisclosure needed for a fair presentation may be determined in that context.The results of operations for the six month period ended June 30, 2010 are notnecessarily indicative of results for the entire year ending December 31, 2010.

 

**2.****     ****Organization,  Nature of Business**

 

KabeExploration, Inc. (the “Company”) was incorporated under the laws of the Stateof Nevada December 16, 2005.  The companywas originally formed for mineral exploration in the United States.  The Company abandoned its Mineral Leases in2008.

 

Current Business of the Company

 

OnMay 5, 2010 the Company entered into a share exchange agreement with the shareholdersof Centiuum Holdings, Inc., whereby the Company will exchange ten million(10,000,000) newly issued shares for all of the outstanding shares of CentiuumHoldings, Inc.  Centiuum Holdings, Inc.will thereby become a subsidiary of the Company.  The closing of the transactions are subjectto customary closing conditions including due diligence.  Centium is a provider of consulting services,environmental engineering, clean development mechanism and project managementservices worldwide.

 

Atthe closing, the President of the Company, Erik Ulsteen, will deposit10,000,000 of his Company shares into escrow. The shares will be released to Centiuum stockholders upon Centiuuminvesting a minimum of $500,000 in the Company or if Centiuum and the Companyenter into executed contracts aggregating a minimum of $500,000 cash flow tothe Company at any time within 120 days after closing of the exchange.

 

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**3.****     ****Summaryof Significant Accounting Policies**

 

Basisof Presentation

 

Thefinancial statements of the Company have been prepared using the accrual basisof accounting in accordance with generally accepted accounting principles inthe United States.  Because a precisedetermination of many assets and liabilities is dependent upon future events,the preparation of financial statements for a period necessarily involves theuse of estimates which have been made using careful judgment.

 

Useof Estimates

 

Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makecertain estimates and assumptions that affect the reported amounts of assetsand liabilities at the date of the financial statements, and reported amountsof revenue and expenses during the reporting period.  Actual results could differ materially fromthose estimates. Significant estimates made by management are, among others,realizability of long-lived assets, deferred taxes and stock option valuation.

 

Thefinancial statements have, in management’s opinion, been properly preparedwithin the reasonable limits of materiality and within the framework of thesignificant accounting.

 

Cashand equivalents

 

Cashand equivalents include investments with initial maturities of three months orless.

 

FairValue of Financial Instruments

 

TheFinancial Accounting Standards Board issued ASC (Accounting StandardsCodification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures”for financial assets and liabilities. FASB ASC 820-10 provides a frameworkfor measuring fair value and requires expanded disclosures regarding fair valuemeasurements.  FASB ASC 820-10 definesfair value as the price that would be received for an asset or the exit pricethat would be paid to transfer a liability in the principal or mostadvantageous market in an orderly transaction between market participants onthe measurement date.  FASB ASC 820-10also establishes a fair value hierarchy which requires an entity to maximizethe use of observable inputs, where available. The Company’s financialliabilities were measured against the three levels of inputs required by thestandard to measure fair value:

 
| Chapman Industries Loan |   | $ | 6,576  |   |
|-------------------------|--------|---|--------|--------|
| Loan Payable – EPS |   | $ | 11,197 |   |

 

IncomeTaxes

 

TheCompany utilizes FASB ASC 740, “Income Taxes,” which requires the recognitionof deferred tax assets and liabilities for the expected future tax consequencesof events that have been included in the financial statements or taxreturns.  Under this method, deferred taxassets and liabilities are determined based on the difference between the taxbasis of assets and liabilities and their financial reporting amounts based onenacted tax laws and statutory tax rates applicable to the periods in 

 

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whichthe differences are expected to affect taxable income.  Valuation allowances are established, whennecessary, to reduce deferred tax assets to the amount expected to be realized.The Company generated a deferred tax credit through net operating losscarryforward.  However, a valuation allowanceof 100% has been established, as the realization of the deferred tax credits isnot reasonably certain, based on going concern considerations outlined in thefollowing.

 

GoingConcern

 

The Company’s financial statements are prepared using accountingprinciples generally accepted in the United States of America applicable to agoing concern, which contemplates the realization of assets and liquidation ofliabilities in the normal course of business. The Company has not yet established an ongoing source of revenuessufficient to cover its operating costs and to allow it to continue as a goingconcern.  The Company incurred a net lossof $3,224 in the six months ended June 30, 2010 and has a cumulative net loss of$275,483 since inception. The ability of the Company to continue as a goingconcern is dependent on the Company obtaining adequate capital to fundoperating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forcedto cease development of operations.

 

Theability of the Company to continue as a going concern is dependent upon itsability to successfully accomplish its plans to exploit or lease mining claims,or engage a working interest partner, in order to eventually secure othersources of financing and attain profitable operations.  The accompanying financial statements do notinclude any adjustments relating to the recoverability and classification ofrecorded asset amounts or the amount and classifications or liabilities orother adjustments that might be necessary should the Company be unable tocontinue as a going concern.

 

Development-Stage Company

 

The Company is considered adevelopment-stage company, with limited operating revenues during the periodspresented, as defined by Financial Accounting Standards Board FASB AccountingStandards Codification ASC 915.  ASC 915requires companies to report their operations, shareholders deficit and cashflows since inception through the date that revenues are generated frommanagement’s intended operations, among other things.  Management has defined inception as January1, 2006. Since inception, the Company has incurred an operating loss of$275,483. The Company’s working capital has been generated through the sales ofcommon stock.  Management has providedfinancial data since January 1, 2006, “Inception” in the financial statements,as a means to provide readers of the Company’s financial information to makeinformed investment decisions.

 

Basicand Diluted Net Loss Per Share

 

Netloss per share is calculated in accordance with FASB ASC 260, Earnings PerShare for the period presented.  Basicnet loss per share is based upon the weighted average number of common sharesoutstanding.  Diluted net loss per shareis based on the assumption that all dilative convertible shares and stockoptions were converted or exercised. Dilution is computed by applying the treasury stock method.  Under this method, options and warrants areassumed exercised at the beginning of the period (or at the time of issuance,if later), and as if funds obtained thereby we used to purchase common stock atthe average market price during the period.

 

TheCompany has no potentially dilutive securities outstanding as of June 30, 2010.

 

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The following is a reconciliation of the numerator and denominator ofthe basic and diluted earnings per share computations for the three monthsended June 30, 2010 and 2009:

 
| ** **                                                       | ** ** | **2010**   | ** ** | **2009**   | ** ** |
|------------------------------------------------------------------|------------|------------|------------|------------|------------|
| Numerator:                                                       |       |       |       |       |       |
|                                                             |       |       |       |       |       |
| Basic and diluted net loss per share:                            |       |       |       |       |       |
|                                                             |       |       |       |       |       |
| Net Loss                                                         |       | $          | (3,224     | )          | $          | (48,047 | ) |
|                                                             |       |       |       |       |       |
| Denominator                                                      |       |       |       |       |       |
|                                                             |       |       |       |       |       |
| Basic and diluted weighted average number of  shares outstanding |       | 38,247,250 |       | 37,069,923 |       |
|                                                             |       |       |       |       |       |
| Basic and Diluted Net Loss Per Share                             |       | $          | (0.000     | )          | $          | (0.001 | ) |

 

RecentAccounting Pronouncements

 

InJune, 2009, the FASB issued their final SFAS, No. 168, “FASB AccountingStandards Codification ( “ASC”) and the Hierarchy of Generally AcceptedAccounting Principles”.  This wasreflected in the codification as FASB ASC 105, Generally Accepted AccountingPrinciples.   “ASC” is the single sourceof authoritative US generally accepted accounting principles recognized by theFASB to be applied to nongovernmental entities. It is effective for financial statements issued for interim and annualperiods ending after September 15, 2009.  It will not have an impact on the Company’s financial position, resultsof operations or cash flows.

 

InMay, 2009, the FASB issued ASC 855, (formerly SFAS 165) Subsequent Events,which established general standards of accounting and disclosure for eventsthat occur after the balance sheet date, but before financial statements areissued or available to be issued.  Inaccordance with ASC 855, the Company has evaluated subsequent events throughthe date the financial statements were filed.

 

**4.****     ****CapitalStructure**

 

Asof June 30, 2010 the Company has authorized 75,000,000 of $ 0.001 par commonstock, of which 38,647,250 shares were issued and outstanding.

 

**5.****     ****Contigencies, Litigation**

 

Therewere no loss contingencies or legal proceedings against the Company withrespect to matters arising in the ordinary course of business. Neither theCompany nor any of its officers or directors is involved in any otherlitigation either as plaintiffs or defendants, and have no knowledge of anythreatened or pending litigation against them or any of the officers ordirectors.

 

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**Item 2.**         **Management’s Discussion and Analysis of FinancialCondition and Results of Operations.**

 

*Except asotherwise required by the context, all references in this prospectus to “we”, “us”,“our”, or “Company” refer to the operations of Kabe Exploration Inc., a Nevadacorporation.*

 

**Forward-LookingStatements and Associated Risks**

 

*ThePrivate Securities Litigation Reform Act of 1995 provides a “safe harbor” forcertain forward-looking statements. Some of the statements contained in thisannual report of the Company discuss future expectations, containprojections of our operations or financial condition or state otherforward-looking information. Some statements contained in this annual report onForm 10-Q that are not historical facts (including without limitationstatements to the effect that we “believe,” “expect,” “anticipate,” “plan,” “intend,”“foresee,” or other similar expressions) and are forward-looking statements.These forward-looking statements are based on our current expectations andbeliefs concerning future developments and their potential effects on us. Therecan be no assurance that future developments affecting us will be thoseanticipated by us. All comments concerning our expectations for future revenueand operating results are based on our forecasts of our plan of operation anddo not include the potential impact of any future acquisitions or operations.These forward-looking statements involve significant risks and uncertainties(some of which are beyond our control) and assumptions. Should one or more ofthese risks or uncertainties materialize, or should any of our assumptionsprove incorrect, actual results may vary in material respects from those projectedin the forward-looking statements.*

 

**Overview**

 

We are a “shell company”defined in Rule 405 under the Securities Act of 1933 and Rule 12b-2 under theSecurities Exchange Act of 1934, since we have only conducted nominaloperations and have only nominal assets.

 

During 2007, we were anexploration stage company engaged in the acquisition and exploration of mineralproperties. We entered into a lease agreement with George J. Eliopuloseffective March 31, 2006, granting us the exclusive right to explore, develop,and mine the property for gold, silver, copper and other valuableminerals.  The property consisted of one unpatented mining claim locatedin section 12, Township 16 North, Range 20 East, Mt. Diablo Baseline &Meridian, Storey County, Nevada, USA, owned by Mr. Eliopulos.

 

On December 18, 2007, ErikUlsteen entered into an agreement with Antony Claydon, our former President anda director and Rory Moss, a director, to purchase 1,500,000 and 250,000 sharesof common stock, respectively, for an aggregate purchase price of $50,000. Thetransaction closed on February 14, 2008 at which time, Mr. Claydon resigned asPresident, Chief Financial Officer and Secretary and Mr. Ulsteen was appointedPresident, Chief Financial 

 

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Officer, Secretary anddirector.  On January 28, 2008, weterminated our lease agreement with Mr. Eliopulos.

 

On May 5, 2010, we enteredinto a Share Exchange Agreement with Centiuum Holdings Inc. and itsstockholders whereby Centiuum’s stockholders will exchange all of their sharesof common stock of Centiuum for 10,000,000 newly issued shares of our commonstock.  In addition, our principal stockholder,Erik Ulsteen has agreed to deposit 10,000,000 shares of our common stock ownedby him (the “Escrow Shares”) into escrow upon closing of the exchange.  At any time within 120 days after closing ofthe exchange, the Escrow Shares will be released to Centiuum upon a cashinvestment of a minimum of $500,000 invested in Kabe or Kabe enters intoexecuted contracts aggregating a minimum of $500,000 in cash flow to Kabe.  The closing of the transactions are subjectto customary closing conditions including due diligence.  Centiuum Holdings is a provider of consultingservices, environmental engineering, clean development mechanism and projectmanagement services worldwide.

 

The following factors raisesubstantial doubt regarding the ability of our business to continue as a goingconcern: (i) the losses we have incurred since our inception; (ii) our failureto generate revenues since our inception; and (iii) our dependence on the saleof our equity securities and on the receipt of capital from outside sources tocontinue our operations. Our auditors have issued a going concern opinionregarding our business. The financial statements do not include any adjustmentsthat might result from the uncertainty about our ability to continue inbusiness. As such we may have to cease operations and you could lose yourinvestment.

 

**Plan ofOperation**

 

We have redirected our focus towards identifying and pursuing optionsregarding the development of a new business plan and direction. We areexploring various business opportunities that have the potential to generatepositive revenue, profits and cash flow in order to financially accommodate thecosts of being a publicly held company.

 

As stated above, on May 5, 2010, we entered into a Share ExchangeAgreement with Centiuum pursuant to which Centiuum’s stockholders will exchangeall of their shares of common stock of Centiuum for 10,000,000 newly issuedshares of our common stock.

 

It is anticipated that any securities issued in the exchange will beissued in reliance upon exemption from registration under applicable federaland state securities laws.   The issuanceof additional securities and their potential sale into any trading market whichmay develop in our securities may depress the market value of our securities inthe future if such a market develops, of which there is no assurance.

 

Closing of the exchange is subject to, among other things, customaryclosing conditions including due diligence. There can be no assurance that the exchange will close.  In the event that the exchange does notclose, we will continue to identify and pursue various business opportunitiesthat have the potential to generate positive revenue, profits and cash flow.

 

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**Results ofOperations**

 

*ThreeMonths Ended June 30, 2010 Compared to Three Months Ended June 30,2009*

 

**Revenues**

 

We have generated nooperating revenues from operations from our inception.

 

**Costs andExpenses**

 

From our inception through June 30,2010, we have incurred cumulative losses of $275,483.  Professional fees decreased to $965 for thethree months ended June 30, 2010 from $1,600 for the three months ended June 30,2009.  Consulting fees decreased to 0 forthe three months ended June 30, 2010 from $45,000 for the three monthsended June 30, 2009.

 

*SixMonths Ended June 30, 2010 Compared to Six Months Ended June 30, 2009*

 

**Revenues**

 

We have generated nooperating revenues from operations from our inception.

 

**Costs andExpenses**

 

Professional fees increasedfrom $2,300 for the six months ended June 30, 2009 to $2,690 for the sixmonths ended June 30, 2010.  primarily as a result of cutbacks in our business in order to conservecash.  Consulting fees decreased to 0 forthe six months ended June 30, 2010 from $45,000 for the six months ended June 30,2009.

 

**Liquidity and Capital Resources**

 

As of June 30, 2010, wehad a working capital deficit of $34,258 as compared to a working capitaldeficit of $31,034 as of December 31, 2009.  Our cash position was $24 as of June 30,2010 compared to $28 as of December 31, 2009.  We have financed our company principallythrough the private placement of our common stock.  As of June 30, 2010, we have no longterm debt.

 

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**Summary ofSignificant Accounting Policies**

 

Basisof Presentation

 

Ourfinancial statements have been prepared using the accrual basis of accountingin accordance with generally accepted accounting principles in the UnitedStates.  Because a precise determination of many assets and liabilities isdependent upon future events, the preparation of financial statements for aperiod necessarily involves the use of estimates which have been made usingcareful judgment.

 

Useof Estimates

 

Thepreparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makecertain estimates and assumptions that affect the reported amounts of assetsand liabilities at the date of the financial statements, and reported amountsof revenue and expenses during the reporting period.  Actual results coulddiffer materially from those estimates. Significant estimates made bymanagement are, among others, realizability of long-lived assets, deferredtaxes and stock option valuation.

 

Thefinancial statements have, in management’s opinion, been properly preparedwithin the reasonable limits of materiality and within the framework of thesignificant accounting.

 

IncomeTaxes

 

Weutilize SFAS No. 109, “Accounting for Income Taxes,” which requires therecognition of deferred tax assets and liabilities for the expected future taxconsequences of events that have been included in the financial statements ortax returns.  Under this method, deferred tax assets and liabilities aredetermined based on the difference between the tax basis of assets andliabilities and their financial reporting amounts based on enacted tax laws andstatutory tax rates applicable to the periods in which the differences areexpected to affect taxable income.  Valuation allowances are established,when necessary, to reduce deferred tax assets to the amount expected to berealized. We generated a deferred tax credit through net operating losscarryforward.  However, a valuation allowance of 100% has beenestablished, as the realization of the deferred tax credits is not reasonablycertain, based on going concern considerations outlined as follows.

 

GoingConcern

 

Ourfinancial statements are prepared using accounting principles generallyaccepted in the United States of America applicable to a going concern, whichcontemplates the realization of assets and liquidation of liabilities in thenormal course of business.  We have not yet established an ongoing sourceof revenues sufficient to cover our operating costs and to allow us to continueas a going concern.   Our ability to continue as a going concern isdependent on us obtaining adequate capital to fund operating losses until webecome profitable.  If we are unable to obtain adequate capital, we couldbe forced to cease operations.

 

Ourability to continue as a going concern is dependent upon our ability tosuccessfully accomplish our plan to develop a new business plan, or mergercandidate in order to eventually secure other sources of financing andattain profitable operations.  The accompanying financial statements donot include any adjustments relating to the recoverability and classificationof 

 

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recordedasset amounts or the amount and classifications or liabilities or otheradjustments that might be necessary should we be unable to continue as a goingconcern.

 

Development-StageCompany

 

Weare considered a development-stage company, with limited operating revenuesduring the periods presented, as defined by Statement of Financial AccountingStandards (“SFAS”) No. 7.  SFAS.  No. 7 requires companiesto report their operations, shareholders deficit and cash flows since inceptionthrough the date that revenues are generated from management’s intendedoperations, among other things.  Management has defined inception as January 1,2006. Since inception until June 30, 2010, we have incurred an operatingloss of $275,483.  Our working capitalhas been generated through sales of common stock.  Management has providedfinancial data since January 1, 2006, “Inception” in the financialstatements, as a means to provide readers of our financial information to makeinformed investment decisions.

 

Basicand Diluted Net Loss Per Share

 

Netloss per share is calculated in accordance with SFAS 128, Earnings Per Sharefor the period presented.  Basic net loss per share is based upon theweighted average number of common shares outstanding.  Diluted net lossper share is based on the assumption that all dilative convertible shares andstock options were converted or exercised.  Dilution is computed byapplying the treasury stock method.  Under this method, options andwarrants are assumed exercised at the beginning of the period (or at the timeof issuance, if later), and as if funds obtained thereby we used to purchasecommon stock at the average market price during the period.

 

Wehad no potentially dilutive securities outstanding as of June 30, 2010.

 

Off-BalanceSheet Arrangements

 

We have no significantoff-balance sheet arrangements that have or are reasonably likely to have acurrent or future effect on our financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity, capital expendituresor capital resources that is material to our stockholders.

 

**Item 3.**          **Quantitative and Qualitative Disclosures About MarketRisk.**

 

N/A

 

**Item 4(T)     Controlsand Procedures.**

 

*Evaluation of Disclosure Controls and Procedures*. Under the supervisionand with the participation of our management, including our President, ChiefFinancial Officer and Secretary, we evaluated the effectiveness of the designand operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))as of the end of the period covered by this 

 

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report.Based upon that evaluation, our President, Chief Financial Officer andSecretary concluded that our disclosure controls and procedures as of the endof the period covered by this report were effective such that the information requiredto be disclosed by us in reports filed under the Securities Exchange Act of1934 is (i) recorded, processed, summarized and reported within the time periodsspecified in the SEC’s rules and forms and (ii) accumulated and communicatedto our management to allow timely decisions regarding disclosure. A controls systemcannot provide absolute assurance, however, that the objectives of the controlssystem are met, and no evaluation of controls can provide absolute assurance thatall control issues and instances of fraud,  if any, within a company have been detected.

 

*Changes in Internal Control Over Financial Reporting.* During themost recent quarter ended June 30, 2010, there has been no change in ourinternal control over financial reporting (as defined in Rule 13a-15(f) and15d-15(f) under the Exchange Act) ) that has materially affected, or isreasonably likely to materially affect, our internal control over financialreporting.

 

**PART II**

 

**Item 1.         LegalProceedings.**

 

We are not a party to anypending legal proceeding, nor is our property the subject of a pending legalproceeding, that is not in the ordinary course of business or otherwisematerial to the financial condition of our business.

 

**Item 2.         UnregisteredSales of Equity Securities and Use of Proceeds.**

 

N/A

 

**Item 3.         DefaultsUpon Senior Securities.**

 

N/A

 

**Item 4.**         **Reserved.**

 

 

**Item 5.         OtherInformation.**

 

None.

 

**Item 6.**         **Exhibits.**

 
| **Exhibit No.** | ** ** | **Title of Document**                                                                                                                                             |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                              |
| 2.1                  |       | Share Exchange Agreement  dated as of May 5, 2010 by and among Kabe Exploration Inc., Centiuum  Holdings Inc. and the shareholders of Centiuum Holdings Inc. |

 

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| 31.1   |   | Certification of Chief  Executive Officer Pursuant to Rule 13a-14(a) of the Securities  Exchange Act of 1934                                        |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                          |
| 32.1   |   | Certification of Chief  Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the registrant caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
| ** ** | **KABE  EXPLORATION, INC.** |
|------------|----------------------------------|
|       |                             |   |
|       | By:                              | /s/ Erik Ulsteen |
|       |                             | Erik Ulsteen |
|       |                             | President, Chief Financial  Officer, Secretary |
|       |                             |   |
|       | Date:                            | August 11, 2010 |

 

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