U.S.
Securities and Exchange Commission
 Washington,
D.C. 20549
 
 
 
 FORM
10-K
 
  [X]
              Annual
      Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
      1934 for the Fiscal Year Ended December 31,
2009
 
 [
       ]
              Transition
      Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
      for the Transition Period from _______ to
  _______
 
 
 Commission
File Number: 333-157399
 
 
 
 GARMAN
CABINET & MILLWORK, INC.
 (Exact
name of small business issuer as specified in its charter)
 
 
 North Carolina
              
              2431
              
              56-2115043(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Primary
      Standard Industrial
                Classification
      Code Number)
              
              (I.R.S.
      Employer
                Identification
      Number)
 
 Valerie
A. Garman
 President
 137
Cross Center Road
 Suite
318
 Denver,
NC  28037
 Telephone
No.:  704-489-2798
 (Name,
Address and Telephone Number
 of
Principal Executive Offices and Agent for Service)
 (Address
of principal executive offices)
 (Issuer's
telephone number)
 
 
 Securities
registered under Section 12(g) of the Exchange Act:
 
 Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.
 Yes
[  ]                                No
[x]
 
 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
[  ]                                No
[x]
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
 Yes
[x]                                No
[  ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such
files).  [  ]
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 if
Regulation S-K (229.405 of this Chapter) is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K.  [  ]
  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
definitions of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
              Non-accelerated
      filer
              (Do
      not check if a smaller reporting company)Accelerated
      filer
              Smaller
      reporting company
              X
 
 Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the exchange act).
 Yes
[  ]                                No
[X]
 
 The
Registrant’s revenues for its fiscal year ended December 31, 2009 were
$144,486.
 
 The
aggregate market value of the voting stock and non-voting common equity on April
12, 2010 (consisting of Common Stock, $0.0001 par value per share) held by
non-affiliates was approximately $256,930.00 based upon the most recent offering
price from our capital raising for such Common Stock ($0.10). On April 12, 2010,
there were 12,569,300 shares of our Common Stock issued and outstanding, of
which approximately 2,569,300 shares were held by non-affiliates.
 
 Number of
shares of common stock, par value $.0001, outstanding as of April 12, 2010:
12,569,300
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None
 
 CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
 The
discussion contained in this 10-K under the Securities Exchange Act of 1934, as
amended, contains forward-looking statements that involve risks and
uncertainties. The issuer's actual results could differ significantly from those
discussed herein. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the
Company believes," "management believes" and similar language, including those
set forth in the discussions under "Notes to Financial Statements" and
"Management's Discussion and Analysis or Plan of Operation" as well as those
discussed elsewhere in this Form 10-K. We base our forward-looking statements on
information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-K that are not historical facts are
forward-looking statements that are subject to the "safe harbor" created by the
Private Securities Litigation Reform Act of 1995.
 
 1
 
 TABLE OF
CONTENTS
  PART
      I:Item
      1.                  Business
                  
                  
                  3Item
      1A.               Risk
      Factors
                  
                  
                  4Item
      1B.               Unresolved
      Staff Comments
                  
                  
                  5Item
      2.                  Properties
                  
                  
                  5Item
      3.                  Legal
      Proceedings
                  
                  
                  5Item
      4.                  Submission
      of Matters to a Vote of Security Holders
                  
                  
                  5PART
      II:Item
      5.                 
      Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  
                  
                  5Item
      6.                  Selected
      Financial Data
                  
                  
                  7Item
      7.                 
      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  
                  7Item
      7A.               Quantitative
      and Qualitative Disclosures About Market Risk
                  
                  
                  8Item
      8.                  Financial
      Statements and Supplementary Data
                  
                  
                  8Item
      9.                 
      Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  
                  
                  18Item
      9A.               Controls
      and Procedures
                  
                  
                  18Item
      9A(T).          Controls
      and Procedures
                  
                  
                  18Item
      9B.              
      Other Information
                  
                  
                  18PART
      III:Item
      10.                Directors,
      Executive Officers and Corporate Governance
                  
                  
                  19Item
      11.                Executive
      Compensation
                  
                  
                  20Item
      12.               
      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  
                  
                  20Item
      13.               
      Certain
      Relationships and Related Transactions, and Director
      Independence
                  
                  
                  21Item
      14.               
      Principal
      Accounting Fees and Services
                  
                  
                  21PART
      IV:Item
      15.               
      Exhibits,
      Financial Statement Schedules
                  
                  
                  22SIGNATURES:
                  
                  
                  23
  2
 
 ITEM 1.
BUSINESS
 
 When
Garman Cabinet & Millwork, Inc. began operations in Florida in January,
1996, we were a very small localized installation company with three employees
and very little equipment to complete larger installation
projects.  Over the past thirteen years, we have grown to a company of
fourteen employees, multiple subcontractors, and the equipment to handle large
projects.
 
 Shortly
after Garman Cabinet & Millwork opened its doors, our President, Valerie A.
Garman, and Vice President, Sidney L. Garman, Jr., realized the location
potential and moved our operations to Charlotte, NC in January
1999.
 
 We
specialize in the installation of architectural woodwork.  Our mission
is to provide the best quality of architectural woodwork installation to meet
its clients’ needs and deadlines. We focus on providing superior, reasonably
priced architectural woodwork installation as well as unparalleled customer
service and commitment. Garman Cabinet & Millwork seeks to provide efficient
and high-quality installation services to clients. The Company strives to
nurture the best practices, technology and talent of the industry and share them
broadly to try and create value for its customers, shareholders and employees.
Our target market includes general contractors, architects, woodwork
manufacturers and individuals seeking superior service and excellent customer
support and woodwork installation. The Company’s geographic focus is the
Charlotte, North Carolina area, but better than 50% of our installation projects
are outside North Carolina.  We primarily travel to Washington, DC,
Atlanta, GA, New York State, Greenville, SC, Spartanburg, SC, Myrtle Beach, SC,
and Charleston, SC. With membership in AGC, BBB, AWI and the BlueBook.com and
through the internet, the Company has the ability to operate nationwide. Our
ability to travel nationwide is made available by keeping well trained
employees, offering competitive out of town rates and having the willingness to
work long hours to keep jobs on schedule. If we do not keep jobs on schedule, we
could experience job delays which would not be reimbursed by the client and
would therefore be an out of pocket expense for us.
 
 Products
and Services
 
 Garman
Cabinet & Millwork, Inc. installs a broad range of products from varied
materials in its execution of architectural woodwork.  We install all
of these items in accordance with the AWI standards. Our company has full
control over all aspects of architectural woodwork such as material handling,
unload and distribution, installation and final punch-out.
 
 Garman
Cabinet & Millwork, Inc. presently offers the following installation
services:
 
 ·
              High
      End architectural wood
 
 ·
              Specialty
      items, detail ceiling and audio visual
units
 
 ·
              Custom
      furniture:  reception/security desks, credenzas, conference
      tables, and system type furniture
 
 ·
              Panels:  wall,
      soffit and ceiling
 
 ·
              Trim:  primed
      and stained
 
 ·
              Casework:  plastic
      laminate and wood
 
 ·
              Doors:  flush,
      stile and rail, and louver
 
 ·
              Jambs:  cased
      openings, portals and pilasters
 
 ·
              Solid
      Surface
 
 ·
              Elevator
      cab interiors
 
 ·
              Stairways
 
 ·
              Columns
 
 Our
Company specializes in the installation of cabinets, veneer wall panels, wood
base molding, wood crown molding, wood chair rail, wood wainscot panels, a
variety of doors, door jambs and door hardware, window casings, window sills,
door casing and bathroom vanities. We accommodate the high end aspects of these
installations in regards to the design and delicate intricacies that the
customer chooses. Architectural woodwork is 100% of our business and
installation of veneer wood wall panels is the largest percentage of our
business. Woodwork manufacturers are by far the largest customers for our
business.
 
 Sources
and Availability of Raw Materials
 
 We obtain
our supplies, such as screws, caulk, nails, hammer etc. from Home Depot or Lowes
Home Improvement retail stores. Raw materials for our installation work are
readily available at these retail stores.
 
 Dependence
on One or A Few Customers
 
 We do not
depend on any one customer or a few customers. However, we do depend on timely
payments from our existing customers. A default in payment from customers
results in an unfavorable expense for us.
 
 There are
many woodwork manufacturing companies in NC, United States and Canada that we
provide installation services for. Our top customers include; Stephenson
Woodwork of Raleigh, NC, Cleora Sterling of Mebane, NC, Hollywood Woodwork of
Hollywood, FL, and Sefina Industries of Montreal, Canada.
 
 Number
of Employees
 
 As of
this filing, we have 14 full time employees and have a large supply of woodwork
installation subcontractors available to us if we have a surplus of work or a
very large project that we need more manpower.
 
 Our
Business Model
 
 Garman
Cabinet & Millwork, Inc. generates its business by providing reasonably
priced architectural woodwork installation as well as valued customer service
and commitment.  The Company targets clients throughout the
construction industry whether it is the general contractor, architect, woodwork
manufacturer or directly to the owner. We control all of the steps involved with
estimation, pricing, and the quality of the installation.
 
 Strategy
and Implementation Summary
 
 We will
watch our results very carefully. Believing that a business opportunity exists
is important. However, we will not pursue a business model if we cannot afford
to be in that business. We will strategically focus on building professional and
customer relationships within relevant sectors for our proprietary products and
services. Our business strategy is to quickly and aggressively pursue and
expand in areas of success and market dominance that have not already been
successfully penetrated by other businesses, or to provide services and
solutions not presently offered by other leading brands.
 
 Sales
Strategy
 
 Our
strategy focuses first on establishing an identity for our products and
services. By maintaining strong relationships fostered from previous business
relationships, we have an existing list of prominent contacts and decision
makers that we can continually approach with new and innovative ideas. We will
focus on capitalizing the relationships and industry contacts we have
established in the past. We will work with established brands with large clients
and bases.
 
 Sales
and Marketing
 
 Garman
Cabinet & Millwork, Inc. will sell its products through a direct sales team
and online marketing campaigns. The inside sales team will interact with
customers and supplement the outside sales team with the materials needed for a
successful campaign. The Company will also sell its products and services
through referrals and through bidding processes.  It will attempt to
attract new customers in a variety of manners:
 
 ·
              An
      aggressive advertising campaign targeting local and regional retailers,
      commercial developers/builders and
individuals;
 
 ·
              Word-of-mouth
      advertising through superior customer service and
      installation;
 
 ·
              Update
      Internet website and advertise using search engine driven
      marketing;
 
 ·
              Focused
      advertising on the Internet to allow the Company to gain exposure on a
      larger basis, thereby allowing for further expansion in the future;
      and
 
 ·
              Hire
      additional project management and
estimator.
 
 Our sales and marketing team works to
create merchandising and marketing opportunities for our products and services.
Through ongoing communications with retailers and commercial developers and
builders, we match our products and services with the strategic needs of the
retailers and commercial developers and builders. Our sales and marketing staff
works closely with our design team, and the sales and marketing staff are also
responsible for managing our own marketing efforts. We market our products and
services using advertising, industry trade shows and other events, sponsorships,
public relations and our website. We intend to continue to build our direct
marketing capabilities and further develop our sales and marketing organization
by hiring additional sales and marketing personnel and increasing our marketing
expenditures.
 
 Competition
 
 The
cabinet and millwork industry is highly competitive and characterized by
frequent product introductions, platforms and new technologies. As demand for
these products and services continues to increase, we expect new competitors to
enter the market and existing competitors to allocate more resources to develop
and market their cabinet and millwork products and services. As a result, we
expect competition in the cabinet and millwork industry to
intensify.
 
 Although
the economy has slowed, we perform architectural woodwork for a vast variety of
the business sectors including public, private & state owned colleges, law
firms, private funded hospitals, high end hotels, and large office towers. We
have stayed busy performing interior architectural woodwork at Charlotte
universities and medical facilities that have continued to grow during this
recession. Having the availability to install woodwork in a variety of
businesses gives our company a greater selection to bid or install by the hour
for a variety of woodwork packages. Some of our clients have continued expansion
or new up fits through this tough economic time and have helped us to stay busy.
We do anticipate that within the next six months to a year, the number of our
commercial construction projects could decrease. In order to deal with this slow
down in business, we have decreased the size of our installation crews. We will
not increase the size of our installation crews until we see that the commercial
industry is gaining strength again.
 
 Competition
is strong which requires innovative ideas.  Garman Cabinet &
Millwork, Inc. has positioned itself to compete in slow markets as well as
strong markets.  The hotel and commercial building construction is
very competitive to attract businesses for tenant up-fit and in the case of
hotel occupancy, they must have rooms and public spaces that are very attractive
and functional to help keep the occupancy level high.  Because of this
competitive market, builders, general contractors and hotel owners are choosing
higher end woodwork and cabinetry to out-do their competition.
 
 Garman
Cabinet & Millwork, Inc. is one of only two large architectural woodwork
installation companies in North Carolina; therefore, we are very competitive in
the industry. Garman Cabinet & Millwork, Inc.’s only closest competitor that
can handle similar size projects is Craftsmanship Unlimited located in Raleigh,
North Carolina.  While this company offers similar services, we feel
that Garman Cabinet & Millwork is better equipped with state of the art
installation equipment, comprehensive on the job training and a more convenient
location to better serve our clients.
 
 We
believe we compete favorably in the principal competitive factors in our market,
which consist of the following:
 
 ·
              Reputation.
 
 ·
              On
      time finish.
 
 ·
              Price.
 
 ·
              Friendly,
      knowledgeable customer service.
 
 ·
              Quick
      lead times.
 
 ·
              Expert
      installation.
 
 ·
              Customer
      satisfaction.
 
 ·
              Experienced
      and knowledgeable management.
 
 ·
              State
      of the art installation equipment.
 
 3
 
 ITEM 1A. RISK
FACTORS
 
 We are subject to various risks
that may materially harm our business, financial condition and results of
operations. You should carefully consider the risks and uncertainties described
below and the other information in this filing before deciding to purchase our
common stock. If any of these risks or uncertainties actually occurs, our
business, financial condition or operating results could be materially harmed.
In that case, the trading price of our common stock could decline and you could
lose all or part of your investment.
 
 We
received a Going Concern opinion during our recent financial audit
 
 We have
received a report from our independent auditor on our financial statements for
the years ended December 31, 2009 and 2008. The footnotes to our audited
financial statements list factors which raise some doubt about our ability to
continue as a going concern. These factors were related to recurring losses
from operations since inception. In addition, we have yet to generate an
internal cash flow from our business operations. Our plans with regard to
these matters encompass the following actions: 1) obtain funding from new
investors to alleviate our working deficiency, and 2) implement a plan to
generate further sales. Our continued existence is dependent upon our
ability to resolve our liquidity problems and increase profitability in our
current business operations. However, the outcome of management’s plans cannot
be ascertained with any degree of certainty. The accompanying audited financial
statements do not include any adjustments that might result from the outcome of
these risks and uncertainties.
 
 We
have incurred losses from operations and limited cash that raises substantial
doubt as to whether we can continue as a going concern.
 
 As of
December 31, 2009, our accumulated deficit was $366,067. Our cash flows used in
operations were $66,049 and $56,781 for the year ended December 31, 2009 and
December 31, 2008, respectively. At December 31, 2008, our accumulated
deficit was $169,896. Our auditor has included in their report that there is
substantial doubt about our ability to continue as a going concern because of
our lack of profitable operations and negative cash flows from business
operations.
 
 Because
we have a limited operating history, our business is difficult to
evaluate.
 
 We were
formed in 1996 and have a limited operating history.  An investor in
our common stock must consider the risks and difficulties frequently encountered
by early stage companies in new and rapidly evolving markets.  We
expect our operating expenses to increase significantly, especially in the areas
of development, marketing and promotion.  As a result we will need to
increase our revenue to remain profitable.  If our revenue does not
grow as expected or increases in our expenses are not in line with forecasts,
there could be a material adverse effect on our business, results of operations
and financial condition.
 
 We
need additional financing and there is no assurance it can be obtained; and any
such future financings may significantly dilute your equity interest in our
stock.
 
 Our
current business plan calls for raising a significant amount of additional funds
within the next 12 months. Under the plan, these new funds would be utilized
primarily for increased advertising and to expand the Company’s infrastructure
through hiring key employees.  We believe that this future financing
is crucial to our ability to grow and develop our business.  We expect
to engage in future financings over the next several years in which we
anticipate efforts to raise additional capital.  There can be no
assurances that such financings will ever be completed, but any such financings
could involve a dilution of the interests of our shareholders upon the issuance
of additional shares of common stock and other securities.  To the
extent we will need additional financing in the immediate or near future to
implement our business plan, attaining such additional financing may not be
possible.  If additional capital is otherwise available, the terms on
which such capital may be available may not be commercially feasible or
advantageous to us or our shareholders.
 
 Our
business could suffer if there is continual decline in economic conditions and
discretionary consumer spending.
 
 A
continuing downturn in the economy could have a negative impact on our revenues,
the extent of such impact is uncertain.  During the last year, the
economies of the major developed nations have been declining, and some private
economists declared that in the aftermath of the terrorist attacks in the United
States a global recession is inevitable and possibly present.  If
consumer confidence does not rise and the global economy does not show signs of
recovery in the near future, we may lose a significant portion of our business,
revenue and opportunities. Accordingly, due to current economic conditions, the
availability of credit to our customers could decrease since lenders are
tightening their lending policies.
 
 We
face significant competition and there is no assurance that we will be able to
compete.
 
 Given our
relatively limited resources, we may not be able to effectively compete in our
target markets. These markets are characterized by intense competition and
increasing numbers of new market entrants who have developed or are developing
potentially competitive services. Most of our competitors have significantly
greater financial and operating resources compared to us. Our ability to compete
will be dependent on our ability to enhance and upgrade our
services.
 
 Our
limited resources may restrict our ability to manage any growth we may
experience.
 
 Growth of
our business will likely place a significant strain on our management systems
and resources and may require us to implement new operating systems, procedures
and controls.  Our failure to manage our growth and expansion could
adversely affect our business, results of operations and financial
condition.  Failure to implement new systems effectively or within a
reasonable period of time could adversely affect our business, results of
operations and financial condition.
 
 Unexpected
material changes in consumer tastes and demographic trends or a downturn in
national, regional and local economic conditions may adversely affect our
business.
 
 The
cabinet and millwork industry is affected by changes in consumer tastes and by
national, regional and local economic conditions and demographic trends. As
an industry participant, our ability to generate revenues is highly sensitive to
public tastes, which are unpredictable. We may not be able to offer a
selection of products that are favorable to consumers. In addition, a
general economic downturn may result in a change of discretionary spending
patterns and a decrease in our revenues.
 
 Our ability to remain competitive in our
area of business will depend, in part, on our ability to influence and respond
to industry standards.
 
 We must
influence and respond to emerging industry standards and other technological
changes in a timely and cost effective manner.  We cannot assure you
that we will be successful in responding to technological and industry
challenges in a timely and cost-effective way. If we are unable to integrate new
technologies and standards effectively, there could be an adverse effect on our
results of our operations.
 
 We
may have difficulty managing our potential growth.
 
 We could
experience a period of significant expansion, and we anticipate that further
expansion will be required to address potential growth in our customer base and
market opportunities.  Any expansion is expected to place a
significant strain on our management, operational and financial resources. At
the present time, we expect it will be required to increase our number of
employees during our current fiscal year.  To manage the expected
growth of our operations and personnel, we will be required to improve existing
and implement new transaction processing, operational and financial systems,
procedures and controls, and to expand, train and manage our growing employee
base.  We also will be required to expand our finance, administrative
and operations staff.  Further, we may be required to enter into
relationships with various strategic partners necessary to our
business.  There can be no assurance that our current and planned
personnel systems, procedures and controls will be adequate to support our
future operations, that management will be able to hire, train, retain, motivate
and manage required personnel or that our management will be able to identify,
manage and exploit existing and potential strategic relationships and market
opportunities.  Our failure to manage growth effectively could have a
material adverse effect on our business, results of operations and financial
condition.
 
 Our
business plan is based, in part, on estimates and assumptions which may prove to
be inaccurate and accordingly our business plan may not succeed.
 
 The
discussion of our business incorporates management’s current best estimate and
analysis of the potential market, opportunities and difficulties that we
face.  There can be no assurances that the underlying assumptions
accurately reflect our opportunities and potential for
success.  Competitive and economic forces on marketing, distribution
and pricing of our products make forecasting of sales, revenues and costs
extremely difficult and unpredictable.
 
 If
we lose the services of a number of key employees, our business could
suffer.
 
 Our
success is dependent, in part, on the personal efforts of Valerie A. Garman, our
President.  Although we currently do not have “key-man” insurance, we
plan to obtain "key-man" insurance on her life in the amount of $1,000,000; the
loss of Mrs. Garman's services could have a material adverse effect on our
business and prospects. Our success is also dependent upon our ability to hire
and retain additional qualified management, marketing, technical, financial, and
other personnel. Competition for qualified personnel is intense and we may not
be able to hire or retain additional qualified personnel. Any inability to
attract and retain qualified management and other personnel would have a
material adverse effect on our business and operations.
 
 Certain
shareholders control a substantial portion of our outstanding common
stock.
 
 Our
executive officers, directors and principal shareholders own a significant
portion of the outstanding shares of our common stock.  Specifically,
Valerie A. Garman, our President, and Sid Garman, her husband, own 5,100,000 and
4,900,000 shares of our common stock, respectively.  In addition,
additional shares and/or options may be issued to our other officers, directors
and employees.  Accordingly, these persons, acting together, will be
able to influence the election of our directors and thereby influence or direct
our policies.
 
 We
do not intend to pay any dividend for the foreseeable future.
 
 We do not
anticipate paying cash dividends in the foreseeable future.  The
future payment of dividends is directly dependent upon our future earnings,
financial requirements and other factors to be determined by our board of
directors.  We anticipate any earnings that may be generated from our
operations will be used to finance our growth and that cash dividends will not
be paid to shareholders.
 
 The
Company does not have a prior public market, and there can be no assurance that
an active trading market will exist in our Stock after the
Offering.
 
 Prior to
the Offering, there has been no public market for the Common Stock, and there
can be no assurance that an active trading market in the Common Stock will
develop after the Offering or be sustained.  The initial public
offering price may not be indicative of the market price for the Common Stock
after the Offering.  The liquidity of and the market price for the
Common Stock can be expected to vary with changes in market and economic
conditions, the financial condition and prospects of the Company and other
factors that generally influence the market prices of
securities.  Such fluctuations may significantly affect liquidity and
market prices independent of the financial performance of and prospects for the
Company.
 
 Declining
economic conditions could negatively impact our business
 
 Our
operations are affected by local, national and worldwide economic conditions.
Markets in the United States and elsewhere have been experiencing extreme
volatility and disruption for more than 12 months, due in part to the financial
stresses affecting the liquidity of the banking system and the financial markets
generally. The consequences of a potential or prolonged recession may include a
lower level of economic activity and uncertainty regarding energy prices and the
capital and commodity markets. While the ultimate outcome and impact of the
current economic conditions cannot be predicted, a lower level of economic
activity might result in a decline in energy consumption, which may adversely
affect the price of oil, liquidity and future growth. Instability in the
financial markets, as a result of recession or otherwise, also may affect the
cost of capital and our ability to raise capital.
 
 SHOULD ONE OR MORE OF THE FOREGOING RISKS
OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
 
 4
 
 ITEM 1B. UNRESOLVED STAFF
COMMENTS
 
 None.
 
 ITEM 2.
PROPERTIES
 
 Property
One:                                                      7710
Bankhead Road. Denver NC 28037
 Property
Two:                                                      3433
Durham Lane, Charlotte, NC 28269
 Property
Three:                                                   5425
Datha Avenue, Charlotte NC 28269
 Property
Four:                                                     14241
Tribute Place Dr, Apt. 106, Huntersville, NC 28078
 
 Our
corporate headquarters are located at 7710 Bankhead Road, Denver NC. We
lease a 2,000 square foot building in close proximity to our largest top three
customers and their largest supplier. This building is specifically used for
storage and supplies. The majority of the Company’s operations are held offsite
at the project sites. The Company had 4 lease agreements active in 2009. The
Company has 3 lease agreements active in 2010. The 14241 Tribute Place Dr, Apt.
106, Huntersville, NC 28078 lease expired on January 14, 2009. The first lease
agreement is for the corporate headquarters at 7710 Bankhead Road, Denver NC
28037. The next lease is at 3433 Durham Lane, Charlotte, NC 28269 and this piece
of property is used for employee housing and owned by the President and Vice
President of the Company. The next lease is on 5425 Datha Avenue, Charlotte, NC
28269 and is also used for employee housing. The piece of property used by the
Company but not owned by the Company is located at 14241 Tribute Place Dr. Apt
106, Huntersville, NC 28078 and it is used for employee housing. The 137 Cross
Center Rd, Denver, NC 28037 is the mailing address of the Company. We believe
our space is adequate for our current needs and that suitable additional or
substitute space will be available to accommodate the foreseeable expansion of
our business and operations. The area provides low overhead and abundant skilled
labor.
 
 As for
our stipulations for employee housing, in 1997 we moved our company to NC from
Kissimmee, FL. At that point none of our employees were from NC. We were
spending a couple of thousand dollars per month, approximately $4,000.00 on
lodging and per diem. Our men at that time were paid $25.00 per day for per diem
and lodging expense for out of town work. We were able to purchase two homes in
the Charlotte area so we could cut our cost for lodging in about half. We also
informed our employees that they can stay there for free, but they would no
longer receive per diem for the Charlotte region. This has helped our company to
save thousands of dollars in expenses. Supplying housing and per diem to our
installation crews is customary within our industry.
 
 ITEM 3.LEGAL
PROCEEDINGS
 
 We are not aware of any pending or
threatened legal proceedings, in which we are involved. In addition, we are not
aware of any pending or threatened legal proceedings in which entities
affiliated with our officers, directors or beneficial owners are
involved.
 
 ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 PART II
 
 ITEM 5. MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 
 Trading
Market for Common Equity
 
 Our
common shares are not currently quoted on any exchange.
 
 Dividends
 
 We have
never paid a cash dividend on our common stock. The payment of dividends may be
made at the discretion of our Board of Directors, and will depend upon, among
other things, our operations, capital requirements, and overall financial
condition. There are no contractual restrictions on our ability to declare and
pay dividends.
 
 Preferred
Stock
 
 We
currently have zero shares of preferred stock authorized or
outstanding.
 
 Number
of Holders
 
 As of
April 12, 2010, we had 49 active common shareholders of record.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 As of the
date of this Report, we have not authorized any equity compensation plan, nor
has our Board of Directors authorized the reservation or issuance of any
securities under any equity compensation plan.
 
 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities
 
 During
the past three years the registrant has issued the following securities without
registration under the Securities Act of 1933, as amended:
 
 On
September 22, 2008, we issued 1,000,000 common shares to Greentree Financial
Group, Inc. for professional services in connection with preparing this
registration statement, EDGAR services, selecting an independent transfer agent
and advisement on blue sky issues. These shares are valued at $.10 per share,
yielding an aggregate expense of $100,000 that will be included in our financial
statements during fiscal 2008. We will also pay Greentree Financial Group, Inc.
$50,000 cash for these services. As of the date of this annual report, $30,000
has already been paid. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 During 2008, we issued 1,000 common
shares each to Donald A. Bello, Anita M. Bello, Patricia Bello, Tonya S. Martin,
and James Frost at $0.10 per share for a total of $100 from each investor and an
aggregate of $400. We used the proceeds from these offerings for working capital
purposes. We relied on exemptions provided by Section 4(2) of the Securities Act
of 1933, as amended. We made these offerings based on the following facts: (1)
the issuances were isolated private transactions which did not involve a public
offering; (2) there was only one offeree in each offering, (3) each offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offerees were sophisticated investors very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 During
2008, we issued 1,500 common shares each to Michael & Melinda Carneal,
Michael Raynor, and Brenda Raynor at $0.10 per share for a total of $150 from
each investor and an aggregate of $400. We used the proceeds from these
offerings for working capital purposes. We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made these offerings
based on the following facts: (1) the issuances were isolated private
transactions which did not involve a public offering; (2) there was only one
offeree in each offering, (3) each offeree has agreed to the imposition of a
restrictive legend on the face of the stock certificate representing its shares,
to the effect that it will not resell the stock unless its shares are registered
or an exemption from registration is available; (4) the offerees were
sophisticated investors very familiar with our company and stock-based
transactions; (5) there were no subsequent or contemporaneous public offerings
of the stock; (6) the stock was not broken down into smaller denominations; and
(7) the negotiations for the sale of the stock took place directly between the
offeree and our management.
 
 During
2008, we issued 2,000 common shares each to Billy L. Clark, Michele Bennett, and
David J. Kubicki at $0.10 per share for a total of $200 from each investor and
an aggregate of $600. We used the proceeds from these offerings for working
capital purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 2,500 common shares to Amanda L. Russell at $0.10 per share for an
aggregate price of $250.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 During
2008, we issued 3,000 common shares each to David Stroupe and Jacqueline M.
David at $0.10 per share for a total of $300 from each investor and an aggregate
of $600. We used the proceeds from these offerings for working capital purposes.
We relied on exemptions provided by Section 4(2) of the Securities Act of 1933,
as amended. We made these offerings based on the following facts: (1) the
issuances were isolated private transactions which did not involve a public
offering; (2) there was only one offeree in each offering, (3) each offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offerees were sophisticated investors very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 In 2008,
we issued 3,500 common shares to Aubrey B. Rohaley at $0.10 per share for an
aggregate price of $350.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 During
2008, we issued 5,000 common shares each to Raymond Roth, Richard Hilyard, Sara
Smith, and Scott J. Garman at $0.10 per share for a total of $500 from each
investor and an aggregate of $2,000. We used the proceeds from these offerings
for working capital purposes. We relied on exemptions provided by Section 4(2)
of the Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 5,200 common shares to Malcolm Miller at $0.10 per share for an
aggregate price of $520.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 5
 
 During
2008, we issued 10,000 common shares each to Donald Rohaley, John Tessler,
Nicole D. Garman, Lester G, Henderson, Donna C. Henderson, Devin J. Garman,
Douglas E. Darnell, Christopher Howell, and Ben Joseph Mulligan at $0.10 per
share for a total of $1,000 from each investor and an aggregate of $9,000. We
used the proceeds from these offerings for working capital purposes. We relied
on exemptions provided by Section 4(2) of the Securities Act of 1933, as
amended. We made these offerings based on the following facts: (1) the issuances
were isolated private transactions which did not involve a public offering; (2)
there was only one offeree in each offering, (3) each offeree has agreed to the
imposition of a restrictive legend on the face of the stock certificate
representing its shares, to the effect that it will not resell the stock unless
its shares are registered or an exemption from registration is available; (4)
the offerees were sophisticated investors very familiar with our company and
stock-based transactions; (5) there were no subsequent or contemporaneous public
offerings of the stock; (6) the stock was not broken down into smaller
denominations; and (7) the negotiations for the sale of the stock took place
directly between the offeree and our management.
 
 During
2008, we issued 15,000 common shares each to Denesha S. Garman, Sean J. Garman,
and Peter A. Putukian at $0.10 per share for a total of $1,500 from each
investor and an aggregate of $4,500. We used the proceeds from these offerings
for working capital purposes. We relied on exemptions provided by Section 4(2)
of the Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 During
2008, we issued 20,000 common shares each to James Nester and Spencer Richard
Garman at $0.10 per share for a total of $2,000 from each investor and an
aggregate of $4,000. We used the proceeds from these offerings for working
capital purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 30,000 common shares to Seth R. Garman at $0.10 per share for an
aggregate price of $3,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 30,600 common shares to Andy Foust at $0.10 per share for an aggregate
price of $3,060.  We used the proceeds from these offerings for
working capital purposes.  We relied on exemptions provided by Section
4(2) of the Securities Act of 1933, as amended. We made this offering based on
the following facts: (1) the issuance was an isolated private transaction which
did not involve a public offering; (2) there was only one offeree, (3) the
offeree has agreed to the imposition of a restrictive legend on the face of the
stock certificate representing its shares, to the effect that it will not resell
the stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 During
2008, we issued 40,000 common shares each to John Paul Leonardos, Melinda Q.
Russell, and Laura Q. Kent at $0.10 per share for a total of $4,000 from each
investor and an aggregate of $12,000. We used the proceeds from these offerings
for working capital purposes. We relied on exemptions provided by Section 4(2)
of the Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 During
2008, we issued 50,000 common shares each to George B. Roth and Scott &
Melissa Garman, at $0.10 per share for a total of $5,000 from each investor and
an aggregate of $10,000. We used the proceeds from these offerings for working
capital purposes. We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made these offerings based on the
following facts: (1) the issuances were isolated private transactions which did
not involve a public offering; (2) there was only one offeree in each offering,
(3) each offeree has agreed to the imposition of a restrictive legend on the
face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offerees were sophisticated investors very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 51,000 common shares to Nellie K. Roth at $0.10 per share for an
aggregate price of $5,100.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2008,
we issued 150,000 common shares to David Allen Current at $0.10 per share for an
aggregate price of $15,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 Also in
2008, we issued 5,100,000 (originally 510 shares subject to a 10,000 for 1
forward split) common shares to Valerie Garman for her services to the Company
as President.  We relied on exemptions provided by Section 4(2) of the
Securities Act of 1933, as amended. We made this offering based on the following
facts: (1) the issuance was an isolated private transaction which did not
involve a public offering; (2) there was only one offeree, (3) the offeree has
agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 Also in
2008, we issued 4,900,000 (originally 490 shares subject to a 10,000 for 1
forward split) common shares to Sidney Garman for his services to the Company as
Vice-President.  We relied on exemptions provided by Section 4(2) of
the Securities Act of 1933, as amended. We made this offering based on the
following facts: (1) the issuance was an isolated private transaction which did
not involve a public offering; (2) there was only one offeree, (3) the offeree
has agreed to the imposition of a restrictive legend on the face of the stock
certificate representing its shares, to the effect that it will not resell the
stock unless its shares are registered or an exemption from registration is
available; (4) the offeree was a sophisticated investor very familiar with our
company and stock-based transactions; (5) there were no subsequent or
contemporaneous public offerings of the stock; (6) the stock was not broken down
into smaller denominations; and (7) the negotiations for the sale of the stock
took place directly between the offeree and our management.
 
 In 2009,
we issued 100,000 common shares to Lisa Derosa at $0.05 per share for an
aggregate price of $5,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2009,
we issued 50,000 common shares to Joyce Griffin at $0.05 per share for an
aggregate price of $2,500.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2010,
we issued 400,000 common shares to Lisa Derosa at $0.025 per share for an
aggregate price of $10,000.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 In 2010,
we issued 310,000 common shares to Sharon Garman at $0.05 per share for an
aggregate price of $15,500.  We used the proceeds from these offerings
for working capital purposes.  We relied on exemptions provided by
Section 4(2) of the Securities Act of 1933, as amended. We made this offering
based on the following facts: (1) the issuance was an isolated private
transaction which did not involve a public offering; (2) there was only one
offeree, (3) the offeree has agreed to the imposition of a restrictive legend on
the face of the stock certificate representing its shares, to the effect that it
will not resell the stock unless its shares are registered or an exemption from
registration is available; (4) the offeree was a sophisticated investor very
familiar with our company and stock-based transactions; (5) there were no
subsequent or contemporaneous public offerings of the stock; (6) the stock was
not broken down into smaller denominations; and (7) the negotiations for the
sale of the stock took place directly between the offeree and our
management.
 
 Purchases
of Equity Securities by the Small Business Issuer and Affiliated
Purchasers
 
 None.
 
 Transfer
Agent
 
 Our transfer agent is Guardian Registrar
& Transfer, Inc. located at 7951 SW 6th Street, Suite 216, Plantation,
Florida 33324.
 
 6
 
 ITEM 6. SELECTED FINANCIAL
DATA
  If the registrant qualifies as a smaller
reporting company as defined byRule
229.10(f)(1), it is not required to provide the information required by
this Item.
  ITEM 7.MANAGEMENT’S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION
 
 Forward
Looking Statements
 
 Certain
statements in this report, including statements of our expectations, intentions,
plans and beliefs, including those contained in or implied by "Management's
Discussion and Analysis" and the Notes to Consolidated Financial Statements, are
"forward-looking statements", within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
subject to certain events, risks and uncertainties that may be outside our
control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update or revise any forward-looking statements. These forward-looking
statements include statements of management's plans and objectives for our
future operations and statements of future economic performance, information
regarding our expansion and possible results from expansion, our expected
growth, our capital budget and future capital requirements, the availability of
funds and our ability to meet future capital needs, the realization of our
deferred tax assets, and the assumptions described in this report underlying
such forward-looking statements. Actual results and developments could differ
materially from those expressed in or implied by such statements due to a number
of factors, including, without limitation, those described in the context of
such forward-looking statements, our expansion strategy, our ability to achieve
operating efficiencies, our dependence on distributors, capacity, suppliers,
industry pricing and industry trends, evolving industry standards, domestic and
international regulatory matters, general economic and business conditions, the
strength and financial resources of our competitors, our ability to find and
retain skilled personnel, the political and economic climate in which we conduct
operations and the risk factors described from time to time in our other
documents and reports filed with the Securities and Exchange Commission (the
"Commission"). Additional factors that could cause actual results to differ
materially from the forward-looking statements include, but are not limited to:
1) our ability to successfully develop and deliver our product; 2) our ability
to compete effectively with other companies in the same industry; 3) our ability
to raise sufficient capital in order to effectuate our business plan; and 4) our
ability to retain our key executive.
 
 Plan
of Operation
  We plan
to raise additional funds through joint venture partnerships, project debt
financings or through future sales of our common stock, until such time as our
revenues are sufficient to meet our cost structure, and ultimately achieve
profitable operations. There is no assurance that we will be successful in
raising additional capital or achieving profitable operations. Our financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. We will need financing within 12 months to execute our
business plan.
  For the
next 12 months, our Plan of Operations is as follows:
  •           Establish
Garman Cabinet & Millwork, Inc. as the first and only destination of choice
for retailers, manufacturers, builders and individuals.
 
 •           Establish
a more prominent identity in the local market through aggressive
marketing.
 
 •           Establish
an excellent reputation in the community through superior customer service and
installation.
 
 •           Establish
professional relationships with local and regional clients.
 
 •           Develop
and maintain extraordinary relationships with retail merchandisers,
manufacturers and contractors through superior service and quality installation
resulting in word-of-mouth advertising.
 
 •           Continuously
service existing customer base.
 
 •           Continuously
update our internet website:  www.garmanmillwork.net.
 
 •           Advertise
aggressively on the internet using search engine marketing.
 
 •           Continuously
update equipment to meet demands of customers.
 
 •           Hire
additional project managers and one additional estimator.
 
 •           Continue
to build our installation team and office staff.
 
 •           Open
a facility to house our office, equipment and material.
 
 •           Update
the training of our existing installation team and hire additional installers to
help meet the needs of our clients.
 
 Recent
Developments
  We are
currently improving our installation skills and strengthening our industry
relationships.
  Major
ongoing Tasks:
  —
building and strengthening professional relationships,
  —
building and strengthening customer relationships,
 
 — seeking
investors,
  —
continue with improving our installation skills.
  RESULTS
OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008
 
 Revenues
 
 We had
revenues of $144,486 for the year ended December 31, 2009 compared with $444,618
for the year ended December 31, 2008. The decrease in revenues is attributable
to a decrease in project work in the year ended December 31, 2009 compared to
the prior year ended December 31, 2008.
 
 Cost of Good
Sold
 
 We had
cost of goods sold of $219,874 or 60.35% of sales for the year ended December
31, 2009 compared with $611,092 or 57.88% for the year ended December 31, 2008.
The amount decrease in cost of good sold is attributable to a decrease in
project work in the year ended December 31, 2009 compared to the prior year
ended December 31, 2008. The percentage of sales for cost of goods sold
increased due to the economy suffering from recession and construction jobs in
Charlotte slowing down due to lack of financing available from
banks.
 
 7
 
 Operating
Expenses
 
 We had
operating expenses of $333,135 for the year ended December 31, 2009 compared
with $556,546 for the year ended December 31, 2008. The decrease in operating
expenses is attributable to a decrease in selling, general and administrative
support staff in the year ended December 31, 2009 compared to the prior year
ended December 31, 2008.
 
 Other
Expenses
 
 We had an
interest expense of $7,522 for the year ended December 31, 2009 compared with
$7,302 for the year ended December 31, 2008. This was attributable to an
incurrence of a bank loan toward the end of the prior year.
 
 Liquidity and Capital
Resources
 
 We had
$393 cash on hand for the year ended December 31, 2009 compared to $129,432 cash
for the year ended December 31, 2008. We will be required to raise capital on an
ongoing basis. Most recently we raised funds from unrelated accredited investors
through private placements of common stock. In the future we will potentially
need to raise capital to sustain operations through this channel.
 
 Net cash
provided by (used in) operations for the year ended December 31, 2009 and 2008
was $(66,049) and $(56,781), respectively. A net loss of $196,171 and $119,230
less decrease in accounts payable of $57,569 and $15,005 for the year ended
December 31, 2009 and 2008, respectively, are the main reasons for the net cash
usages in both periods. Also, for the year ended December 31, 2009, we recorded
an expense in the amount of $66,667 for common stock issued for
services.
 
 During
the year ended December 31, 2009 and 2008, we used cash in investing activities
of $0 and $(648), respectively for the purchase of fixed assets.
 
 Net cash
provided by financing activities for the year ended December 31, 2009 and 2008
was $37,010 and $73,087, respectively. This is attributable to the borrowings
from a bank note payable. Also, for the year ended December 31, 2009, we had
proceeds from stockholder loans in the amount of $15,000.
 
 Going
concern
 
 As shown
in the accompanying consolidated financial statements, we have suffered
recurring losses from operation to date. We have a retained deficiency of
$336,067 as of December 31, 2009. These factors raise substantial doubt about
our ability to continue as a going concern.
 
 Management's
plans in regard to this matter are to raise equity capital and seek strategic
relationships and alliances in order to increase revenues in an effort to
generate positive cash flow. Additionally, we must continue to rely upon equity
infusions from investors in order to improve liquidity and sustain operations.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
 
 ITEM 8.FINANCIAL
STATEMENTS
 
 Financial
Summary Information
 
 Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. It should be read in conjunction with
the consolidated financial statements and related notes presented in this
section.
 
 Audited
Financial Summary Information for the Years Ended December 31, 2009 and
2008
 
 Statements
      of Operations
              
              For
      the year ended December 31, 2009
              
              
              For
      the year ended December 31, 2008Revenues
              
              $
              364,360
              
              
              $
              1,055,710Cost
      of Sales
              
              $
              219,874
              
              
              $
              611,092Gross
      profit
              
              $
              144,486
              
              
              $
              444,618Operating
      expenses
              
              $
              333,135
              
              
              $
              556,546(Loss)
      from operations
              
              $
              (188,649
              )
              
              $
              (111,928
              )Interest
      expense
              
              $
              7,522
              
              
              $
              7,302Net
      (loss)
              
              $
              (196,171
              )
              
              $
              (119,230
              )Net
      loss per common share
              
              
              **
              
              
              
              **
 
 ** Less
than $.01
 Balance
      Sheet
              
              As
      of December 31, 2009Cash
              
              $
              393Total
      current assets
              
              $
              5,493Other
      assets
              
              $
              35,623Total
      Assets
              
              $
              42,661Current
      liabilities
              
              $
              220,298Long
      term liabilities
              
              $
              0Stockholders’
      deficit
              
              $
              177,637Total
      liabilities and stockholders’ equity
              
              $
              42,661
 
 8
 CONTENTS
 REPORT
      OF INDEPENDENT REGISTERED ACCOUNTING FIRM
                      
                      
                      10CONSOLIDATED
      BALANCE SHEET
                      
                      
                      11CONSOLIDATED
      STATEMENTS OF OPERATIONS
                      
                      
                      12CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY
                      
                      
                      13CONSOLIDATED
      STATEMENTS OF CASH FLOWS
                      
                      
                      14NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                      
                      
                      15
 9
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 
 To the
Board of Directors:
 Garman
Cabinet & Millwork, Inc.
 
 I have
audited the balance sheet of Garman Cabinet & Millwork, Inc. as of December
31, 2009 and 2008, and the related statements of operations, stockholders’
equity, and cash flows for the two years ended December 31, 2009. These
financial statements are the responsibility of the Company’s management. My
responsibility is to express an opinion on these financial statements based on
our audits.
  I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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 was I engaged to perform, an audit of its internal control
over financial reporting. My audit 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, I 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. I believe that my audits provide a reasonable
basis for my opinion.
  In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Garman Cabinet & Millwork, Inc.
as of December 31, 2009 and December 31, 2008, and the results of its operations
and its cash flows for the two years ended December 31, 2009 in conformity with
U.S. generally accepted accounting principles.
   The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The Company has suffered recurring losses and has a
recent negative internal cash flow from business operations that raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are described in Note 6. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  
 
 /s/
Traci J. Anderson, CPA
 Traci J.
Anderson, CPA
 
 Huntersville,
North Carolina
 
 April 13,
2010
 
 10
 GARMAN
      CABINET & MILLWORK, INC.BALANCE
SHEETSAS
      OF DECEMBER 31, 2009 AND 2008ASSETS
                
                (Audited)
                
                
                (Audited)12/31/2009
                
                
                12/31/2008CURRENT ASSETS:Cash
                
                $
                393
                
                
                $
                29,432Prepaid
      expenses
                
                
                -
                
                
                
                66,667Employee
      advances
                
                
                5,100
                
                
                
                5,100TOTAL
      CURRENT ASSETS
                
                
                5,493
                
                
                
                101,199FIXED ASSETS:Machinery
      and equipment
                
                
                29,708
                
                
                
                29,708Vehicles
                
                
                47,351
                
                
                
                47,351Accumulated
      depreciation
                
                
                (41,436
                )
                
                
                (36,325
                )TOTAL
      FIXED ASSETS
                
                
                35,623
                
                
                
                40,734Security
      deposits
                
                
                1,545
                
                
                
                1,545TOTAL
      ASSETS
                
                $
                42,661
                
                
                $
                143,478LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT LIABILITIESAccounts
      payable
                
                $
                82,574
                
                
                $
                25,005Outstanding
      checks in excess of bank balances
                
                
                775
                
                
                
                -Loans
      from shareholders
                
                
                15,000
                
                
                
                -Current
      portion of bank note payable
                
                
                121,949
                
                
                
                107,439TOTAL
      CURRENT LIABILITIES
                
                
                220,298
                
                
                
                132,444LONG-TERM LIABILITIESBank
      note payable
                
                
                -
                
                
                
                -TOTAL
      LONG-TERM LIABILITIES
                
                
                -
                
                
                
                -STOCKHOLDERS' DEFICITCommon
      stock ($.0001 par value, 100,000,000 shares authorized; 11,859,300 and
      11,709,300 shares issued and outstanding at December 31, 2009 and 2008,
      respectively)
                
                
                11,859
                
                
                
                11,709Additional
      paid in capital
                
                
                176,571
                
                
                
                169,221Retained
      deficit
                
                
                (366,067
                )
                
                
                (169,896
                )TOTAL
      STOCKHOLDERS' DEFICIT
                
                
                (177,637
                )
                
                
                11,034TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                42,661
                
                
                $
                143,478The
      accompanying notes are an integral part of these financial
      statements
 
  11
 
 GARMAN
      CABINET & MILLWORK, INC.STATEMENTS OF
      OPERATIONSFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008For
      the YearsEnded
      December 31,2009
                
                
                2008REVENUES:Sales
                
                $
                364,360
                
                
                $
                1,055,710Cost
      of sales
                
                
                (219,874
                )
                
                
                (611,092
                )Gross
      profit
                
                
                144,486
                
                
                
                444,618EXPENSES:Selling,
      general and administrative expenses
                
                
                333,135
                
                
                
                556,546Total
      expenses
                
                
                333,135
                
                
                
                556,546(Loss)
      from operations
                
                $
                (188,649
                )
                
                $
                (111,928
                )Interest
      expense
                
                
                (7,522
                )
                
                
                (7,302
                )(Loss)
      before income taxes
                
                
                (196,171
                )
                
                
                (119,230
                )Provision
      for income taxes
                
                
                -
                
                
                
                -NET
      (LOSS)
                
                $
                (196,171
                )
                
                $
                (119,230
                )Basic
      and fully diluted net (loss) per common share
                
                $
                (0.02
                )
                
                $
                (0.01
                )Weighted
      average common shares outstanding
                
                
                11,784,300
                
                
                
                10,854,650The
      accompanying notes are an integral part of these financial
      statements
 
 12
  GARMAN
      CABINET & MILLWORK, INC.STATEMENT
      OF STOCKHOLDERS' EQUITY (DEFICIT)FOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 2008AdditionalCommon
      Stock
                
                
                Paid-in
                
                
                RetainedShares
                
                
                Amount
                
                
                Capital
                
                
                DeficitBalances,
      December 31, 2007
                
                
                10,000,000
                
                
                $
                10,000
                
                
                $
                -
                
                
                $
                (50,666
                )Issuance
      of common stock to accredited investors
                
                
                709,300
                
                
                
                709
                
                
                
                70,221
                
                
                
                -Issuance
      of common stock to service provider
                
                
                1,000,000
                
                
                
                1,000
                
                
                
                99,000
                
                
                
                -Net
      (loss) for the year ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (119,230
                )Balances,
      December 31, 2008
                
                
                11,709,300
                
                
                $
                11,709
                
                
                $
                169,221
                
                
                $
                (169,896
                )Issuance
      of common stock to accredited investors
                
                
                150,000
                
                
                
                150
                
                
                
                7,350
                
                
                
                -Net
      (loss) for the year ended December 31, 2009
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (196,171
                )Balances,
      December 31, 2009
                
                
                11,859,300
                
                
                $
                11,859
                
                
                $
                176,571
                
                
                $
                (366,067
                )*
      Common stock amount and shares have been retroactively restated herein for
      the ten thousand for one forward split.
 
 13
  GARMAN
      CABINET & MILLWORK, INC.STATEMENTS
      OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2009 AND 20082009
                
                
                2008CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      income (loss)
                
                $
                (196,171
                )
                
                $
                (119,230
                )Adjustments
      to reconcile net loss to net cash (used in) operations:Depreciation
                
                
                5,111
                
                
                
                5,111Forward
      split adjustment to par value
                
                
                -
                
                
                
                9,000(Increase)
      decrease in operating assetsExpense
      for common stock issued for services
                
                
                66,667
                
                
                
                33,333Increase
      (decrease) in operating liabilitiesOutstanding
      checks in excess of bank balances
                
                
                775
                
                
                
                -Accounts
      payable
                
                
                57,569
                
                
                
                15,005NET
      CASH (USED IN) OPERATING ACTIVITIES
                
                
                (66,049
                )
                
                
                (56,781
                )CASH FLOWS FROM INVESTING
      ACTIVITIES:Purchases
      of fixed assets
                
                
                -
                
                
                
                (648
                )NET
      CASH (USED IN) INVESTING ACTIVITIES
                
                
                -
                
                
                
                (648
                )CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds
      from shareholder loans payable
                
                
                15,000
                
                
                
                -Issuance
      of common stock to accredited investors
                
                
                7,500
                
                
                
                70,930Refund
      (payment of) of security deposits
                
                
                -
                
                
                
                (1,545
                )Borrowings
      from bank note payable
                
                
                14,510
                
                
                
                3,702NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                37,010
                
                
                
                73,087NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                (29,039
                )
                
                
                15,658CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE YEAR
                
                
                29,432
                
                
                
                13,774END
      OF THE YEAR
                
                $
                393
                
                
                $
                29,432SUPPLEMENTAL
      NON-CASH FINANCING ACTIVITIES:Common
      shares issued for prepaid consulting services
                
                $
                -
                
                
                $
                100,000The
      accompanying notes are an integral part of these financial
      statements
 14
 
 GARMAN
CABINET & MILLWORK, INC.
 NOTES TO
FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2009 and 2008
 
 NOTE
1                      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
  Business
Activity
  Garman
Cabinet & Millwork, Inc., (the “Company”) is a North Carolina corporation
that installs architectural woodwork mainly in and around the Charlotte, North
Carolina area. The Company was incorporated in the State of North Carolina on
December 10, 1998.
 
 Basis of
Presentation
 The
financial statements include the accounts of Garman Cabinet & Millwork, Inc.
and its wholly owned subsidiaries under the accrual basis of accounting. All
intercompany accounts and transactions have been eliminated.
 
 Management’s Use of
Estimates
 The
preparation of 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 at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates.
 Deferred
Taxes
 Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
 
 Fair Value of Financial
Instruments
 The
Company’s financial instruments are cash, employee advances, security deposits
and accounts payable. The recorded values of cash and payables approximate their
fair values based on their short-term nature.
 
 Cash and Cash
Equivalents - For purposes of the Statements of Cash Flows, the Company
considers highly liquid investments with an original maturity of three months or
less to be cash equivalents.
 
 Revenue Recognition –
Revenue is recognized when architectural woodwork services are completed
provided collection from the customer of the resulting receivable is
probable.
 
 Comprehensive Income
(Loss) - The Company adopted Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the financial statements. There were
no items of comprehensive income (loss) applicable to the Company during the
period covered in the financial statements.
 
 Loss Per Share - The
Company reports loss per share in accordance with Statement of Financial
Accounting Standard (SFAS) No.128. This statement requires dual presentation of
basic and diluted earnings (loss) with a reconciliation of the numerator and
denominator of the loss per share computations. Basic earnings per share amounts
are based on the weighted average shares of common outstanding. If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share. There were no adjustments required to net loss for the period presented
in the computation of diluted earnings per share. There were no common stock
equivalents necessary for the computation of diluted loss per
share.
  Long-Lived Assets -
In accordance with SFAS No. 144, the Company reviews and evaluates its
long-lived assets for impairment whenever events or changes in circumstances
indicate that their net book value may not be recoverable. When such factors and
circumstances exist, including those noted above, the Company compares the
assets’ carrying amounts against the estimated undiscounted cash flows to be
generated by those assets over their estimated useful lives. If the carrying
amounts are greater than the undiscounted cash flows, the fair values of those
assets are estimated by discounting the projected cash flows. Any excess of the
carrying amounts over the fair values are recorded as impairments in that fiscal
period.
 
 Property and Equipment -Property and equipment is stated at cost. Depreciation is provided by the
straight-line method over the estimated economic life of the property and
equipment remaining from three to seven years.
 
 When
assets are sold or retired, their costs and accumulated deprecation are
eliminated from the accounts and any gain or loss resulting from their disposal
is included in the statement of operations.
 
 The
Company recognizes an impairment loss on property and equipment when evidence,
such as the sum of expected future cash flows (undiscounted and without interest
charges), indicates that future operations will not produce sufficient revenue
to cover the related future costs, including depreciation, and when the carrying
amount of the asset cannot be realized through sale. Measurement of the
impairment loss is based on the fair value of the assets.
 
 Risk and Uncertainties- The Company is subject to risks common to companies in the service
industry, including, but not limited to, litigation, development of new
technological innovations and dependence on key personnel.
 
 Share-Based Payments -The Company accounts for share-based compensation using the fair value
method of Financial Accounting Standard No. 123R. Common shares issued for
services rendered by a third party (both employees and non-employees) are
recorded at the fair value of the shares issued or services rendered, whichever
is more readily determinable. The Company accounts for options and warrants
under the same authoritative guidance using the Black-Scholes Option Pricing
Model.
 
 Advertising Costs -
Advertising costs are expensed as incurred. The Company does not incur any
direct-response advertising costs.
 
 Recent Accounting
Pronouncements- The Company has reviewed all recently issued, but not
yet effective, accounting pronouncements and do not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its
financial condition or the results of its operations.
 
 FASB Accounting
Standards Codification
 
 (Accounting Standards Update (“ASU”)
2009-01)
 
 In
June 2009, FASB approved the FASB Accounting Standards Codification (“the
Codification”) as the single source of authoritative nongovernmental GAAP. All
existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
(“SEC”), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included
 
 15
 
 GARMAN
CABINET & MILLWORK, INC.
 NOTES TO
FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2009 and 2008
 
 NOTE
1                      SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements Continued -in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the
Company’s consolidated financial statements as all future references to
authoritative accounting literature will be referenced in accordance with the
Codification. There have been no changes to the content of the Company’s
financial statements or disclosures as a result of implementing the Codification
during the fiscal year ended December 31, 2009.
 
 As a
result of the Company’s implementation of the Codification during the fiscal
year ended December 31, 2009, previous references to new accounting standards
and literature are no longer applicable. In the current annual consolidated
financial statements, the Company will provide reference to both new and old
guidance to assist in understanding the impacts of recently adopted accounting
literature, particularly for guidance adopted since the beginning of the current
fiscal year but prior to the Codification.
 
 Subsequent
Events
 
 (Included in Accounting Standards
Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165
“Subsequent Events”)
 
 SFAS
No. 165 established general standards of accounting for and disclosure of
events that occur after the balance sheet date, but before the consolidated
financial statements are issued or available to be issued (“subsequent events”).
An entity is required to disclose the date through which subsequent events have
been evaluated and the basis for that date. For public entities, this is the
date the consolidated financial statements are issued. SFAS No. 165 does
not apply to subsequent events or transactions that are within the scope of
other GAAP and did not result in significant changes in the subsequent events
reported by the Company. SFAS No. 165 became effective for interim or
annual periods ending after June 15, 2009 and did not impact the Company’s
consolidated financial statements. The Company evaluated for subsequent events
through the issuance date of the Company’s consolidated financial statements. No
recognized or non-recognized subsequent events were noted.
 
 Determination of
the Useful Life of Intangible Assets
 
 (Included in ASC 350 “Intangibles —
Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the
Useful Lives of Intangible Assets”)
 
 FSP SFAS
No. 142-3 amended the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under previously issued goodwill and intangible
assets topics. This change was intended to improve the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset under topics related to
business combinations and other GAAP. The requirement for determining useful
lives must be applied prospectively to intangible assets acquired after the
effective date and the disclosure requirements must be applied prospectively to
all intangible assets recognized as of, and subsequent to, the effective date.
FSP SFAS No. 142-3 became effective for consolidated financial statements
issued for fiscal years beginning after December 15, 2008, and interim
periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not
impact the Company’s consolidated financial statements.
  Recent Accounting
Pronouncements (cont.)- Noncontrolling
Interests
 (Included in ASC 810
“Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements an amendment of ARB
No. 51”)
 
 SFAS
No. 160 changed the accounting and reporting for minority interests such
that they will be recharacterized as noncontrolling interests and classified as
a component of equity. SFAS No. 160 became effective for fiscal years
beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. The adoption of SFAS No. 160
did not have any other material impact on the Company’s financial
statements.
 
 Consolidation of
Variable Interest Entities — Amended
 (To be included in ASC 810
“Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No.
46(R)”)
 
 SFAS
No. 167 amends FASB Interpretation No. 46(R) “Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying
special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is
necessary to reassess who should consolidate a variable-interest entity. SFAS
No. 167 is effective for the first annual reporting period beginning after
November 15, 2009, with earlier adoption prohibited. The Company will adopt
SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on
the Company’s financial statements.
 
 NOTE
2                      INCOME
TAXES
 
 At
December 31, 2009 the Company had federal and state net operating loss carry
forwards of approximately $366,000 that expire in various years through the year
2023.
 
 Due to
operating losses, there is no provision for current federal or state income
taxes for the years ended December 31, 2009 and 2008.
 
 Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amount used for federal and state income tax purposes.
 
 The
Company’s deferred tax asset at December 31, 2009 consists of net operating loss
carry forwards calculated using federal and state effective tax rates equating
to approximately $146,000 less a valuation allowance in the amount of
approximately $146,000. Because of the Company’s lack of earnings history, the
deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance increased by approximately $78,000 and $48,000 for the years ended
December 31, 2009 and 2008, respectively.
 
 16
  GARMAN
CABINET & MILLWORK, INC.
 NOTES TO
FINANCIAL STATEMENTS
 For the
Years Ended December 31, 2009 and 2008
 
 NOTE
2                      INCOME TAXES
CONTINUED
 
 The
Company’s total deferred tax asset as of December 31, 2009 is as
follows:
 
 Net operating loss carry
forwards                                                     $   146,000
 Valuation
allowance                                                                           (146,000)
 
 Net
deferred tax
asset                                                                                                      
      $       --
 ========
 
 The
reconciliation of income taxes computed at the federal and state statutory
income tax rate to total income taxes for the years ended December 31, 2009 and
2008 is as follows:
 
 Income
tax computed at the federal statutory
rate                                                                   34%
 Income
tax computed at the state statutory
rate                                                                        5%
 Valuation
allowance                                                                                                             
   (39%)
 
 Total
deferred tax
asset                                                                                                    
       0%
 
 
 NOTE
3                      CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per
share.
 
 During
the year ended December 31, 2008, the Company enacted a ten thousand for one
forward stock split. The effects of this split are retroactively reflected in
the financial statements as of the beginning of the period.
 
 During
the year ended December 31, 2008, the Company issued 1,709,300 common shares in
exchange for $70,930 and $100,000 in cash collections and services received,
respectively, from the sale thereof pursuant to private placements to accredited
investors made under Regulation 504.
 
 During
the year ended December 31, 2009, the Company issued 150,000 common shares in
exchange for $7,500 in cash collections from the sale thereof pursuant to
private placements to accredited investors made under Regulation
504.
 
 NOTE
4                      INCOME (LOSS) PER
SHARE
 Income
(loss) per share is computed by dividing the net income (loss) by the weighted
average number of common shares outstanding during the period. Basic and diluted
income (loss) per share was the same for the years ended December 31, 2009 and
2008.
 
 NOTE
5                      SUPPLEMENTAL CASH FLOW
INFORMATION
 
 Supplemental
disclosures of cash flow information for the years ended December 31, 2009 and
2008 are summarized as follows:
 
 Cash paid
during the period for interest and income taxes:
 
 2008                                2009
 Income
Taxes                                                     $   --                                $  --
 Interest                                                                $7,302                     
$7,522
 
 NOTE
6                      GOING CONCERN AND
UNCERTAINTY
 
 The
Company has suffered recent losses from operations since inception. In addition,
the Company has recently generated a negative internal cash flow from its
business operations. These factors raise substantial doubt as to the ability of
the Company to continue as a going concern.
 
 Management’s
plans with regard to these matters encompass the following actions: 1) obtain
funding from new investors to alleviate the Company’s working deficiency, and 2)
implement a plan to generate sales. The Company’s continued existence is
dependent upon its ability to resolve it liquidity problems and increase
profitability in its current business operations. However, the outcome of
management’s plans cannot be ascertained with any degree of certainty. The
accompanying financial statements do not include any adjustments that might
result from the outcome of these risks and uncertainties. Due to business
souring and cash at low levels, management has elected to search for
acquisition candidates to enhance value to its shareholders.
 
 NOTE
7                      LEASE COMMITMENTS AND
RELATED PARTY TRANSACTIONS
 
 The
Company has four operating lease agreements at various rates with unrelated
parties. The leases all expire in 2009 and, therefore, no future minimum lease
commitment exists beyond one year.
 
 The
Company leases approximately 2,000 square feet of space for its corporate
headquarter offices. The Company also leases three residences which are used for
employee housing.
 
 NOTE
8                      BANK LINE OF CREDIT
PAYABLE
 
 The
Company has a bank line of credit payable to an unrelated banking institution
bearing annual interest of 1% above the Wall Street Journal prime rate or 7% as
of December, 2009, secured by machinery and equipment with a net book value of
approximately $35,623 at December 31, 2009. The bank line of credit was
originally for $125,000 in maximum borrowings available and consists of no
specific monthly payments of principal and interest due to the nature of the
line. The principal maturity was originally November, 2008 but the line of
credit was extended for an additional period. The line of credit is dated
November 2, 2007 and is guaranteed by two of the Company’s officers and
directors.
 
 Principal
maturities of the bank note payable as of December 31, 2009 for the next five
years and thereafter are as follows:
 
 2010                                           $   121,949
 Total                                           $   121,949
 
 17
 
 ITEM 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 None.
 
 ITEM 9A. CONTROLS AND
PROCEDURES
 
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934 (“Exchange Act”) is recorded, processed, summarized and reported within the
specified time periods. Our Chief Executive Officer and our Chief Financial
Officer (collectively, the “Certifying Officers”) are responsible for
maintaining our disclosure controls and procedures. The controls and procedures
established by us are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms.
 
 To
evaluate the effectiveness of our internal controls over financial reporting, we
have adopted the framework prescribed by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).  We believe that this
framework will assist in the provision of reasonable assurance of the
effectiveness and efficiency of operations, the reliability of financial
reporting, and compliance with applicable laws and regulations.  In
adopting the COSO framework, we maintain a control environment, perform
risk assessments, carry out control activities, emphasize quality information
and effective communication, and perform monitoring.  In the
maintenance of a control environment, we are committed to integrity and ethical
values as well as to competence.  We strive to assign authority and
responsibility in a manner that supports our internal controls, and we also
maintain human resources policies and procedures designed to support our
internal controls.  Our risk assessments are designed to ensure the
achievement of company-wide and process-level objectives as well as to identify
and analyze risks while managing change.  We believe that all of these
components together form a foundation for sound internal control through
directed leadership, shared values and a culture that emphasizes accountability
for control.
 
 As of the
end of the period covered by this report, the Certifying Officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the
evaluation, the Certifying Officers concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the applicable rules and forms, and that it is accumulated
and communicated to our management, including the Certifying Officers, as
appropriate to allow timely decisions regarding required
disclosure.
 
 The
Certifying Officers have also concluded, based on our evaluation of our controls
and procedures that as of December 31, 2009, our internal controls over
financial reporting are effective and provide a reasonable assurance of
achieving their objective.
 
 Due to
its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements under all potential conditions. Therefore,
effective internal control over financial reporting provides only reasonable,
and not absolute, assurance that a restatement of our financial statements would
be prevented or detected.
 
 This
annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this
annual report.
 
 Changes
in Internal Control Over Financial Reporting
 
 There
were no changes in the our internal control over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
 
 This
annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this
annual report.
 
 ITEM
9A(T).CONTROLS
AND PROCEDURES
 
 (a) Conclusions
regarding disclosure controls and procedures. Disclosure controls and
procedures are the Company’s controls and other procedures that are designed to
ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in the reports that it files
under the Exchange Act is accumulated and communicated to the Company’s
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required disclosure.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting.
 
 Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Exchange Act as of December 31, 2009,
and, based on their evaluation, as of the end of such period, the our disclosure
controls and procedures were effective as of the end of the period covered by
the Annual Report,
 
 (b) Management’s
Report On Internal Control Over Financial Reporting. It is management’s
responsibilities to establish and maintain adequate internal controls over the
Company’s financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a
process designed by, or under the supervision of, the issuer’s principal
executive and principal financial officers and effected by the issuer’s
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
 
 •           Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the issuer;
and
  •           Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the issuer are being
made only in accordance with authorizations of management of the issuer;
and
  •           Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the issuer’s assets that could have a
material effect on the financial statements.
 
 As of the
end of the period covered by the Annual Report, an evaluation was carried out
under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, of the effectiveness of
our internal control over financial reporting.
 
 Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2009. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.
 
 Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, internal controls over financial
reporting were effective as of the end of the period covered by the
Report.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
 
 This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this Annual
Report.
 
 (c) Changes in
internal control over financial reporting. There were no changes in our
internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 ITEM 9B. OTHER
INFORMATION
 
 None.
 
 18
 
 PART
III
 
 ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT
 
 Directors
are elected at the Company’s annual meeting of Stockholders and serve for one
year until the next annual Stockholders’ meeting or until their successors are
elected and qualified. Officers are elected by the Board of Directors and their
terms of office are, except to the extent governed by employment contract, at
the discretion of the Board. The Company may reimburse all Directors for their
expenses in connection with their activities as directors of the Company.
Directors of the Company who are also employees of the Company will not receive
additional compensation for their services as directors.
 
 The
following table sets forth certain information with respect to our directors,
executive officers and key employees. The annual meeting of stockholders is held
on December 31.
 NAME
              
              AGE
              
              POSITION
              DATE
      OF APPOINTMENT
              NUMBER
      OF TERMS SERVED AS DIRECTORValerie
      A. Garman
              
              37
              
              President
      & Director
              Inception
              13
      termsSidney
      L. Garman
              
              45
              
              Vice
      President and Treasurer
              Inception
              0
      terms
 
 The
following is a biographical summary of the experience of each of the executive
officers:
 
 Valerie
A. Garman – President & Director
 
 Ms.
Garman is responsible for the defining corporate vision and implementation of
management structure and oversight of marketing/sales, and domestic business
development. Since 1996, she has headed up the payroll, accounts receivable,
accounts payable, invoicing and office functions.
 
 Ms.
Garman has taken office management classes and computer classes from Osceola
College.  She has twelve years of experience in office management and
computers. She is skilled in QuickBooks Pro, Microsoft Office software and
Windows operating systems.
 
 Sidney
L. Garman – Vice President & Treasurer
 
 Mr.
Garman’s role is on site management of installations of interior architectural
woodwork projects.  He is responsible for estimating and scheduling
field crews and materials for each project.  He works together with
customers, architects, millwork companies and general contractors to go over
blueprints and approved shop drawings.  His prior experiences include
working with multiple general contractors to install intricate woodwork
throughout Walt Disney World in Orlando, Florida.
 
 Mr.
Garman completed six semesters of structural engineering at Harrisburg Community
College and became OSHA certified in 2001.
 
 Compensation of
Directors
 
 The Board
of Directors may compensate directors for their services as such.  We
have not paid our Directors any fees in connection with their role as members of
our Board. The Board of Directors may also provide for the payment of all travel
and out-of-pocket expenses in connection with Directors’ attendance at Board
meetings. Each board member serves for a one year term until elections are held
at each annual meeting.
 
 Directors
are elected at the Company’s annual meeting of Stockholders and serve for one
year until the next annual Stockholders’ meeting or until their successors are
elected and qualified. Officers are elected by the Board of Directors and their
terms of office are, except to the extent governed by employment contract, at
the discretion of the Board. The Company may reimburse all Directors for their
expenses in connection with their activities as directors of the Company.
Directors of the Company who are also employees of the Company will not receive
additional compensation for their services as directors.
 
 Family
Relationships
 
 Valerie
A. Garman is married to Sidney L. Garman. Please refer to the Selling Security
Holders section for disclosure on Shareholder relationships to
management.
 
 Involvement
In Certain Legal Proceedings
 
 To the
best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (1) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time; (2) any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
(3) being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and
(4) being found by a court of competent jurisdiction (in a civil action),
the Commission or the commodities futures trading commission to have violated a
Federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
 
 Audit
Committee
 
 We do not
have a separately designated standing audit committee. Pursuant to Section
3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an audit
committee for the purpose of overseeing the accounting and financial reporting
processes, and audits of our financial statements. The Commission recently
adopted new regulations relating to audit committee composition and functions,
including disclosure requirements relating to the presence of an "audit
committee financial expert" serving on its audit committee. In connection with
these new requirements, our Board of Directors examined the Commission's
definition of "audit committee financial expert" and concluded that we do not
currently have a person that qualifies as such an expert. We have had minimal
operations for the past two (2) years. Presently, there is only one director
serving on our Board, and us are not in a position at this time to attract,
retain and compensate additional directors in order to acquire a director who
qualifies as an "audit committee financial expert", but we intend to retain an
additional director who will qualify as such an expert, as soon as reasonably
practicable. While neither of our current directors meets the qualifications of
an "audit committee financial expert", each of our directors, by virtue of his
past employment experience, has considerable knowledge of financial statements,
finance, and accounting, and has significant employment experience involving
financial oversight responsibilities. Accordingly, we believe that our current
director capably fulfills the duties and responsibilities of an audit committee
in the absence of such an expert.
 
 Code of
Ethics
 
 We have
adopted a code of ethic (the "Code of Ethics") that applies to our principal
chief executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Code of
Ethics is being designed with the intent to deter wrongdoing, and to promote the
following:
 
 •
              Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships
 •
              Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that a small business issuer files with, or submits to, the
      Commission and in other public communications made by the small business
      issuer
 •            
Compliance with applicable governmental laws, rules and regulations
 The
prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code
 •             
Accountability for adherence to the code
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Under
Section 16(a) of the Exchange Act, all executive officers, directors, and each
person who is the beneficial owner of more than 10% of the common stock of a
company that files reports pursuant to Section 12 of the Exchange Act, are
required to report the ownership of such common stock, options, and stock
appreciation rights (other than certain cash-only rights) and any changes in
that ownership with the Commission. Specific due dates for these reports have
been established, and we are required to report, in this Form 10-K, any failure
to comply therewith during the fiscal year ended December 2009. We believe that
all of these filing requirements were satisfied by our executive officers,
directors and by the beneficial owners of more than 10% of our common stock. In
making this statement, we have relied solely on copies of any reporting forms
received by it, and upon any written representations received from reporting
persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was
required to be filed under applicable rules of the Commission.
 
 19
 
 ITEM 11. EXECUTIVE
COMPENSATION
 
 The
following table sets forth for the fiscal years ended December 31, 2009,
2008 and 2007, the compensation awarded to, paid to, or earned bye our executive
officers:
 
 SUMMARY
      COMPENSATION TABLEName
      and principal position
                (a)
              
              Year
                (b)
              
              
              Salary
      ($)
                (c)
              
              
              Bonus
      ($)
                (d)
              
              
              Stock
      Awards (1) ($)
                (e)
              
              
              Option
      Awards ($)
                (f)
              
              
              Non-Equity
      Incentive Plan Compensation ($)
                (g)
              
              
              Nonqualified
      Deferred Compensation Earnings ($)
                (h)
              
              
              All
      Other Compensation ($)
                (i)
              
              
              Total
      ($)
                (j)Valerie
      A. Garman, President
              
              
              2007
      2008
      2009
              
              
              
              38,740
      44,044
      21,175
              
              
              
              -
              
              
              
              0
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              38,740
      44,044
      21,175Sidney
      L. Garman, Vice President & Treasurer
              
              
              2007
      2008
      2009
              
              
              
              67,340
      75,504
      36,300
              
              
              
              -
              
              
              
              0
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              67,340
      75,504
      36,600
 
 Outstanding
Equity Awards At Fiscal Year-End Table
 
 None.
 
 Option
Exercises And Stock Vested Table
 
 None.
 
 Pension
Benefits Table
 
 None.
 
 Nonqualified
Deferred Compensation Table
 
 None.
 
 All
Other Compensation Table
 
 None.
 
 Perquisites
Table
 
 None.
 
 Potential
Payments Upon Termination Or Change In Control Table
 
 None.
 
 Long-Term
Incentive Plan Awards
 
 We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance to occur over a period longer than one fiscal year,
whether such performance is measured by reference to our financial performance,
our stock price, or any other measure.
 
 Compensation
of Directors
 
 The
Director did not receive any other compensation for serving as members of the
Board of Directors. The Board has not implemented a plan to award options. There
are no contractual arrangements with any member of the Board of
Directors.
 
 We do not
intend to pay any additional compensation to our Directors. As of the date
hereof, we have not entered into employment contracts with any of our officers,
and we do not intend to enter into any employment contracts until such time as
it profitable to do so.
 
 ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER
MATTERS.
 
 The following table sets forth certain
information regarding beneficial ownership of the common stock as of April 12,
2010, by (i) each person who is known by the Company to own beneficially
more than 5% of any classes of outstanding Stock, (ii) each director of the
Company, (iii) each officer and (iv) all directors and executive
officers of the Company as a group.
 
 The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose. We believe
that each individual or entity named has sole investment and voting power with
respect to the securities indicated as beneficially owned by them, subject to
community property laws, where applicable, except where otherwise
noted.
 
 Name
      of Beneficial Owner
              
              Number of Shares
                of Common Stock 
      (1)
              
              
              Percent of
                ClassValerie
      A. Garman
                President
      & Director
                137
      Cross Center Road
                Box
      318
                Denver,
      North Carolina  28037
              
              
              5,100,000
              
              
              
              40.58
              %Sidney
      L. Garman
                Vice
      President & Treasurer
                137
      Cross Center Road
                Box
      318
                Denver,
      North Carolina  28037
              
              
              4,900,000
              
              
              
              38.98
              %Greentree
      Financial Group, Inc.
                19720
      Jetton Road
                Suite
      300
                Cornelius,
      NC 28031
              
              
              1,000,000
              
              
              
              7.96%All
      officers and directors as a group (2 persons)
              
              
              10,000,000
              
              
              
              79.56
              %
 
 (1)
              Based
      on 12,569,300 issued and outstanding shares of common
    stock.
 
 Changes
in Control
 
 None.
 
 20
 
 ITEM 13.CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 
 The
President and Vice President of the Company, who together owns 79.56% of the
company, personally own 3 of the 4 properties that the Company uses for business
purposes related to millwork and cabinet manufacturing. The Company has four
separate lease agreements with Mr. Sidney Garman and Mrs. Valerie Garman, the
Vice President and President of the Company. The first property is the 5425
Datha Avenue, Charlotte, NC 28269 property. This is a 1 year lease, ending on
December 31, 2010. The Company pays $11,880 annually for this space, monthly
payments of $990. The second property is located at 3433 Durham Lane, Charlotte,
NC 28269. This is a 1 year lease ending December 31, 2010. The Company pays
$19,800 annually, with monthly payments totaling $1650. The third property is
located at 7710 Bankhead Road, Denver, NC 28037. This is a 1 year lease, ending
July 31, 2010. The Company pays $31,680 annually, monthly payments of $2,460.
Each lease agreement calls for the Company to bear the cost of their own
electric, water, gas, phone, and cable. Payment for each property is due at the
first of the month.  The fourth property, which is not owned by the
President or Vice President, is a lease agreement for 14241 Tribute Place Drive
#106, Huntersville, NC 28078. This is a 15 month lease that ended on January 14,
2009. The monthly rent for this lease is $970.
 
 The
property located at 14241 Tribute Place Drive #106, Huntersville, NC 28078 has
Sharon Garman listed as a leaser. Sharon Garman is the mother of Sidney Garman.
Due to the amount of travel required with our business, Management needed a
person that can be called on in the event of an emergency to answer questions or
deal with issues, the apartment complex required her to be named on the lease to
legally give her any information necessary.
 
 In 2006,
the Company accepted a shareholder loan in the amount of $11,254. The loan was
repaid in 2007. It was for monies advanced by Sidney and Valerie Garman to the
Company to help fund expenses. There was no written agreement and the effects of
imputed interest were immaterial to the financial statements taken as a
whole.
 
 Pursuant
to a June 13, 2008 consulting agreement, the Company agreed to pay a sum of
$50,000 to Greentree Financial Group, Inc. in exchange for financial consulting
services relating to the Issuer becoming as a “public company.” To date, the
Company has paid 3 installments of $10,000 and issued 1,000,000 shares the
Company’s common stock to Greentree Financial Group,
Inc.
 
 Greentree
Financial Group, Inc. is considered a “related person” because they are a
security holder covered by Item 403(a) of SEC Regulation S-B since they are
known to the Issuer to be the beneficial owner of more than five percent of our
common stock.
 
 Greentree
Financial Group, Inc. acts as a financial consultant to the
Issuer.  Robert C. Cottone and Michael Bongiovanni are the owners of
Greentree Financial Group, Inc.  Mr. Cottone and Mr. Bongiovanni share
equal voting power over the investments of Greentree Financial Group,
Inc.  Greentree Financial Group, Inc. received 1,000,000 shares of our
common stock for consulting services that consist of assisting in the
preparation of this Form S-1 registration statement and the prospectus included
herein, compliance with state Blue Sky regulations, selection of an independent
transfer agent and Edgar services.
 
 ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES
 
 Fees
Billed For Audit and Non-Audit Services
 
 The
following table represents the aggregate fees billed for professional audit
services rendered to the independent auditor, Traci J. Anderson, CPA
("Anderson") for our audit of the annual financial statements for the years
ended December 31, 2009 and 2008. Audit fees and other fees of auditors are
listed as follows:
 
 Year Ended December 31
              
              2009
              
              2008Anderson
              
              AndersonAudit
      Fees (1)
              
              $
              8,000
              
              
              $
              10,000
              
              
              
              
              (3)Audit-Related
      Fees (4)
              
              
              
              
              
              
              --Tax
      Fees (5)
              
              
              
              
              
              
              --All
      Other Fees (6)
              
              
              
              
              
              
              --Total
      Accounting Fees and Services
              
              $
              8,000
              
              
              $
              10,500
 
 (1)
              Audit Fees. These are
      fees for professional services for the audit of our annual financial
      statements, and for the review of the financial statements included in our
      filings on Forms 10-Q, and for services that are normally provided in
      connection with statutory and regulatory filings or
      engagements.(2)
              The
      amounts shown for Anderson relate to services in connection with consents
      and assistance with and review of documents filed with the Securities and
      Exchange Commission.
 
 (3)
              Audit-Related Fees.
      These are fees for the assurance and related services reasonably related
      to the performance of the audit or the review of our financial
      statements.(4)
              Tax Fees. These are
      fees for professional services with respect to tax compliance, tax advice,
      and tax planning.
 
 (5)
              All Other Fees. These
      are fees for permissible work that does not fall within any of the other
      fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
      Fees.
 
 Pre-Approval
Policy for Audit and Non-Audit Services
 
 We do not
have a standing audit committee, and the full Board performs all functions of an
audit committee, including the pre-approval of all audit and non-audit services
before we engage an accountant. All of the services rendered to us by Traci J.
Anderson CPA were pre-approved by our Board of Directors.
 
 We are
presently working with its legal counsel to establish formal pre-approval
policies and procedures for future engagements of our accountants. The new
policies and procedures will be detailed as to the particular service, will
require that the Board or an audit committee thereof be informed of each
service, and will prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an annual pre-approval, by the Board or audit committee, of all audit,
audit-related and non-audit services proposed to be rendered by the independent
auditor for the fiscal year, as specifically described in the auditor's
engagement letter, and (ii) that additional engagements of the auditor, which
were not approved in the annual pre-approval process, and engagements that are
anticipated to exceed previously approved thresholds, will be presented on a
case-by-case basis, by the President or Controller, for pre-approval by the
Board or audit committee, before management engages the auditors for any such
purposes. The new policy and procedures may authorize the Board or audit
committee to delegate, to one or more of its members, the authority to
pre-approve certain permitted services, provided that the estimated
fee for any such service does not exceed a specified dollar amount (to be
determined). All pre-approvals shall be contingent on a finding, by the Board,
audit committee, or delegate, as the case may be, that the provision of the
proposed services is compatible with the maintenance of the auditor's
independence in the conduct of its auditing functions. In no event shall any
non-audit related service be approved that would result in the independent
auditor no longer being considered independent under the applicable rules and
regulations of the Securities and Exchange Commission.
 
 (a)
On December 31, 2009, our Chief Executive Officer and Chief Financial Officer
made an evaluation of our disclosure controls and procedures. In our opinion,
the disclosure controls and procedures are adequate because the systems of
controls and procedures are designed to assure, among other items, that 1)
recorded transactions are valid; 2) valid transactions are recorded; and 3)
transactions are recorded in the proper period in a timely manner to produce
financial statements which present fairly the financial condition, results of
operations and cash flows for the respective periods being presented. Moreover,
the evaluation did not reveal any significant deficiencies or material
weaknesses in our disclosure controls and procedures.
 
 (b)
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls since the last
evaluation.
 
 21
 
 PART
IV
 
 ITEM 15.EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
 
 (a)
              Financial
      Statements
 
 1. The
following financial statements of GARMAN CABINET & MILLWORK, INC. are
included in Part II, Item 8:
 
 Report of
Independent Registered Public Accounting Firm Balance Sheet at December 31,
2009
 Statements
of Operations - for the years endedDecember 31, 2009 and
2008
 Statements
of Cash Flows - for the years ended December 31, 2009 and 2008
 Statements of Stockholders’ Equity -
for the years ended December 31, 2009 and
2008
 Notes to Financial
Statements
 
 2.
Exhibits
 
 14.1 Code
of Ethics *
 31.1.   Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive
Officer
 31.2.   Rule 13a-14(a)/15d-14(a) Certifications of Chief
Financial Officer
 32.1.   Section 1350 Certifications of Chief Executive
Officer
 32.2.   Section 1350 Certifications of Chief Financial
Officer
 
 * Filed
previously.
 
 (b)
              Reports
      on Form 8-K
 
 None
 
 22
 
 SIGNATURES
 
 Pursuant
to the requirement 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, thereunto duly authorized.
 
 GARMAN
CABINET & MILLWORK, INC.
 
 Date:
April 13,
2010                                                                                  /s/ Valerie
Garman
 Valerie
 President