FORM 8-~~KCURRENT~~K CURRENT REPORT

Filed with the U. S. Securities and Exchange Commission Pursuant to the Registrant's Obligations Under Section 13(a) ~~or 15(d)~~ of the Securities Exchange Act of 1934

~~DATE~~Date OFof ~~THIS~~This ~~REPORT~~Report:~~MAY~~ Period Ending: March 31, ~~2006~~2007

~~CARTOONACQUISITION~~(Date of Earliest Transaction Described in This Report: December 27, ~~INC.~~2006) (Date This Report Filed with the Commission: June 20, 2007)

CARTOON ACQUISITION, INC. (Exact Name of Registrant as Specified in its Charter)

Delaware	000-50411	20-0269287
(State of Incorporation)	(Commission File Number)	(Federal Employer I.D. No.)
None
(Street Address of Principal Executive Office)
Mailing Address:
Post Office Box 202
Wyoming, New York 14591-0202
(585) 495-6914
(Registrant’s Telephone Number Including Area Code)
Telecopier (585) 495-6914

233 Alexander StreetSecond FloorRochester, New York 14607-2518(Street Address of Principal Executive Office) Mailing Address:Post Office Box 202Wyoming, New York 14591-0202

(585) 495-9923

(Registrant’s Telephone Number Including Area Code)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR ~~140~~240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~The Registrant~~INTRODUCTORY ~~is submitting this Form 8-K filing to report current and extraordinary events in accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934~~EXPLANATION.

~~APPLICABLE~~ This ~~DISCLOSURES~~is ~~AND~~a ~~DISCLAIMERS~~current report filed with the U. S. Securities and Exchange Commission (the "Commission") by Cartoon Acquisition, Inc., a United States corporation organized under the laws of the State of Delaware (the "Registrant") on Form 8-K (this "Report"), and may contain information concerning its totally-held subsidiary, Residential Income Properties, Inc., a New York corporation (the "Subsidiary").

This is a current report filed by Cartoon Acquisition, Inc., a United States corporation organized under the laws of the State of Delaware (the "Registrant") with the U. S. Securities and Exchange Commission (the "Commission") on Form 8-K (this "Report"). The Registrant has stated all of the material facts necessary for the Commission and the public to make an informed decision pertinent to the matters subject to the disclosures herein made. The information provided in this Report is also applicable to the Registrant's principal operating subsidiary, Residential Income Properties, Inc., a New York corporation (the "Subsidiary").

NOTICE OF EVENTS TO BE REPORTED AND TIME FOR FILING OF REPORT.

This Report contains current information on the Registrant as of the date hereof.

The Registrant considers the information in this Report to be "filed" under the Securities Exchange Act of 1934.

~~NOTICE OF~~ This ~~APPLICATION~~Report OFsets ~~GENERAL~~forth ~~RULES~~the ~~AND~~Registrant's ~~REGULATIONS~~notification to the Commission and to its shareholders of the existence and subsequent termination of a lease agreement for its former principal executive office in Las Vegas, Nevada. In addition, this Report contains ancillary information that is appurtenant to said termination, the limitations on the Registrant's working capital, and other matters directly relating to the costs associated with the Registrant's exit or disposal activities as the result of the termination.

~~Where~~SECTION ~~permitted~~2 or as may be applicable, the Registrant has elected to report the information contained in this filing using the alternate options available to "small business issuers" under the rules and regulations stated in Regulation S-B. ~~The~~FINANCIAL ~~Registrant is not the issuer of "asset-backed" securities, and is not subject to the rules and regulation promulgated by Regulation AB.~~INFORMATION

~~FURTHER UNDERTAKINGS~~Item 2.05. Costs Associated with Exit or Disposal Activities.

~~The Registrant,~~ Some ~~for~~of the ~~events~~statements ~~that~~made ~~occurred~~in ~~during~~Item ~~the~~2.05 ~~period~~of ~~described~~this ~~herein, further~~Report ~~agrees~~may ~~(a)~~be deemed to ~~timely~~be ~~file~~"forward-looking anstatements", ~~amendment~~as ~~or amendments~~ that ~~reflect~~term ~~a change~~is ordefined ~~changes~~ in ~~the~~Section ~~facts~~27A orof ~~events that, individually or collectively, represent a fundamental change in~~ the ~~information~~Securities ~~contained~~Act inof ~~this~~1933 ~~Report~~(15 ~~for the~~U.S.C. ~~period~~77z-2) ~~in question,~~ and ~~(b)~~in toSection ~~include~~21E ~~any~~of ~~other information that may be pertinent to~~ the ~~events~~Securities ~~described~~Exchange inAct ~~this~~of ~~Report~~1934 ~~and~~(15 ~~obtained~~U.S.C. by78u-5), ~~the~~which ~~Registrant on~~are areferred ~~date~~to ~~beyond~~as ~~the~~"statutory ~~date~~safe ofharbor" ~~this Report~~provisions.

~~AVAILABLE~~ While ~~INFORMATION~~the Registrant is not seeking safe harbor for the statements of actual events, certain conclusions that are implied by the Registrant to report the events described in this item may be deemed to be "forward-looking". Forward-looking statements ARE NOT historical facts; rather, such statements are based upon the OPINIONS AND ESTIMATES of the Registrant's senior executive management on the date such statements are made. EVERY FORWARD-LOOKING STATEMENT REFLECTS AN INHERENT RISK AND UNCERTAINTY THAT COULD CAUSE THE ACTUAL RESULTS OF ANY SUCH EVENT TO DIFFER MATERIALLY FROM THE PLANS, PROJECTIONS, OR EXPECTATIONS EXPRESSED OR IMPLIED IN SUCH STATEMENT BY THE REGISTRANT'S SENIOR EXECUTIVE MANAGEMENT ON THE DATE THE STATEMENT WAS MADE. These forward-looking statements that may infer an impression of optimism about the beliefs and expectations of the Registrant's senior executive management may be expressed through words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "contemplates", "prospective", "attempt", "proposed", and similar expressions or terms, which identify forward-looking statements.

The Registrant iscautions ~~subject to~~ the ~~reporting~~Commission ~~requirements~~and ~~of section 13(a) of~~ the ~~Securities~~ ~~Exchange~~public ~~Act~~not ~~of 1934, as amended (the "Exchange Act"), and, in accordance therewith, is obligated~~ to ~~file~~place ~~current,~~undue ~~quarterly,~~influence ~~annual,~~on ~~or transitional~~these ~~reports,~~forward-looking ~~proxy~~ statements, ~~and~~which ~~other~~speak ~~information~~only ~~with~~as ~~the Commission, and is obligated to deliver copies~~ of ~~certain~~the ~~reports~~date ~~and~~they ~~filings~~were ~~by mail~~made ~~to its shareholders~~ and toare ~~certain~~not ~~other parties, as~~ required byto ~~Federal securities laws. Such reports, proxy statements, and other filings may~~ be ~~inspected~~ ~~(at~~updated ~~no charge) and copied at the public reference facilities maintained~~ by the ~~Commission~~Registrant atin ~~Room~~further ~~1024~~filings, ~~450 Fifth Street~~schedules, ~~N.W.,~~or ~~Washington, D.C.~~reports ~~20549. Copies of said materials may be obtained at prescribed rates from~~ the ~~Public~~Registrant ~~Reference~~must ~~Section~~file ofwith the Commission~~, 450 Fifth Street, N~~.~~W., Washington, D.C. 20549 or from the Commission's Web site, the address of which is www.sec.gov.~~

~~The~~- ~~specific~~2 ~~information contained in this Report has been accumulated, compiled, and presented in accordance with the requirements set forth in 17 CFR 243.100 and 17 CFR 243.101.~~-

~~The~~History ~~Registrant shall permit its shareholders to ask questions of~~ and receive answers from the Registrant concerning any aspect of the information contained in this Report, and, if necessary, to obtain additional information, to the extent the Registrant possesses such information or to the extent the Registrant canBackground.

ii On or about December 27, 2006, the Registrant entered into a lease agreement with Briden Business Services, Inc. of Las Vegas, Nevada (the "Briden Lease"). The Registrant entered into the Briden Lease in order to occupy and to use that certain office space, Suite 710, commonly located at 1515 East Tropicana Avenue in Las Vegas, Nevada (the "Office") as its principal executive office. In brief, the Briden Lease permitted the Registrant to use of the Office on a month-to-month basis in exchange for the payment to Briden of $60 per month. While the Briden Lease was dated December 27, 2006, the Registrant was not obligated to pay rent until February 1, 2007. Briden did not require the Registrant to deposit with it the customary security associated with its office leases, in-general. It was the further understanding between the Registrant and Briden that, while on a month-to-month basis, the Registrant would be obligated to pay Briden a minimum of three months' rent. The Registrant paid rent for February and for March, and, subsequently, pursuant to the terms and conditions of the Briden Lease, the Briden Lease expired on or about March 31, 2007 due to the failure by the Registrant to maintain its minimum monthly rent payments. The Registrant did not receive a formal notice to quit from Briden in this regard and, to-date, the Registrant has not received any notice of collection or of any litigation threatened against the Registrant by Briden, its employees, or attorneys. (The Registrant has endured a number of development-related setbacks to limitations on its existing working capital. The Registrant is identifying the existence of these financial limitations in Section 3 of this Report. Readers hereof are encouraged to review the Registrant's statements in this regard.)

~~acquire such~~ The ~~information~~Registrant ~~without~~did ~~unreasonable~~not ~~effort~~report orthe ~~unreasonable~~existence ~~expense,~~of inthe ~~order to~~Briden ~~verify~~Lease as a material contract with the ~~accuracy~~Commission, ofbecause the ~~information~~Briden ~~contained~~Lease inwas ~~this~~made ~~Report~~and toperformed ~~any~~in the ordinary course of ~~its shareholders.~~business ~~The~~and because the rent amount and the Registrant's ~~encourages~~continuing ~~its~~liability ~~shareholders~~was not material to ~~contact~~the ~~it;~~Registrant's iffinancial ~~by mail~~standing, nor would any such current or continuing liability be adverse to ~~its~~the ~~mailing~~Registrant ~~address,~~upon ~~which~~the isvoluntary ~~Post~~or ~~Office~~involuntary ~~Box~~termination ~~202,~~of ~~Wyoming~~the Briden Lease. Further, ~~New~~the ~~York 14591~~Registrant's President concluded that Briden would not initiate cross-~~0202,~~country orlitigation to collect the ~~address~~balance ofowing ~~its~~to Briden by the Registrant; in principal, ~~executive~~the ~~office~~sum of $60.

~~iii~~ (For reference purposes, the Registrant is annexing the Briden Lease as Exhibit 99.1 hereto, which it is incorporating herein by reference thereto.)

~~SECTION~~Costs 8Associated -with ~~OTHER~~Exit ~~EVENTS~~Activities.

~~Item~~ The 8Registrant's President was authorized by its Board of Directors to discontinue operations at the Registrant's former principal executive office in Las Vegas, Nevada.~~01.~~ ~~Other~~In ~~Events~~association with the Registrant's exit activities as the result of closing its Las Vegas Office, the Registrant's Audit Committee has determined that certain accounting methods and procedures for costs associated with said exit activities may be required.

~~The~~As ~~Registrant~~the isresult ~~not~~of ~~seeking~~closing its Las Vegas Office, the Registrant was obligated to ~~apply~~pay ~~"statutory safe~~Briden ~~harbor"~~one ~~provisions~~month's rent at $60 and was obligated to pay for the ~~information~~telephone ~~provided~~service it maintained in ~~item~~its ~~eighth~~name. The Registrant's Audit Committee has determined that the amount due to its telephone service provider, following its discontinuation of ~~this Report.~~service to the Registrant at the Las Vegas Office, was

~~On May 31, 2006, the Registrant changed the address of its principal executive office to 233 Alexander Street, Second Floor, Rochester, New York, 14607~~-~~2518~~ ~~(the~~3 ~~"Office").~~-

~~The~~approximately ~~location of the Office is directly off of a main street that traverses the downtown Rochester area with the city's principal suburbs in Monroe County~~$498, ~~New~~excluding ~~York.~~collection ~~The~~fees ~~office~~and ~~building~~any isother ~~located~~costs onor ~~Alexander Street~~fees ~~near~~as the ~~intersection~~result of ~~Monroe~~any ~~Avenue.~~collection ~~The~~attempts ~~principal~~or ~~use~~future oflitigation ~~the~~in ~~premises where~~this ~~the Office is located is that of an office building and the principal tenants of the office building are medical consultants, physicians, and medical-related support staff services~~regard. ~~The Office is adequate for the present use by the Registrant.~~

~~The~~In ~~Registrant's~~regard ~~former~~to ~~principal~~the ~~executive address~~telephone ~~was~~bill, ~~located~~the atRegistrant ~~One~~has ~~East~~classified ~~Main~~this ~~Street,~~as ~~Suite~~an ~~610~~account payable, payable in due course, subject to the ~~City~~Registrant's availability of ~~Rochester,~~ ~~New~~adequate ~~York~~funds to discharge the debt.

~~The~~To ~~Registrant does not own, and has no ownership or shared ownership interest in,~~ the ~~real~~best ~~property where its principal executive office is located. However, the Registrant has determined that a certain relationship exists; whereby, the Registrant is leasing the Office from a member~~ of the ~~Hopkins Family, a member of which is engaged in business with the~~ Registrant's ~~sole officer~~knowledge, ~~sole director,~~ and ~~principal shareholder~~, ~~Randolph~~to ~~S. Hudson.~~the ~~Mr.~~best ~~Hudson~~knowledge ~~and Mr. Hopkins are engaged in a number~~ of ~~independent ventures and, formerly, each was a senior general partner of Union First Capital Markets, G. P., a New York general partnership, to which~~ the Registrant's ~~is indebted~~Audit ~~on a limited and fixed basis under a general account payable. To that extent~~Committee, ~~Mr. Hudson must indicate~~ the Registrant ~~did~~does not ~~accept~~use ~~bids for terms on other office space from any other party and~~ the ~~Registrant~~"operating ~~did~~cycle ~~not~~concept" ~~perform any inquiries with regard~~ to ~~any~~prepare, ~~other office space. However~~construe, ~~the~~or ~~rent~~pronounce toany bestatement ~~paid to the lessee~~ of ~~the~~its ~~Office~~financial by the Registrant is extremely reasonable when compared to a space of similar size in the general vicinity of the Office and the terms of the rental are to be performed on commercially reasonable termscondition.

The Registrant ~~did~~views ~~enter into a month-to-month rental agreement with~~ the ~~principal~~closing ~~lessee~~amount ofowed ~~the Office, Margaret V. Hopkins (the Sublease Agreement"); whereunder Mrs. Hopkins agreed~~ to ~~rent~~Briden ~~the~~as ~~Registrant~~ a ~~private~~lease ~~space~~obligation ~~consisting of approximately 182 square feet within her master office, and~~ to ~~permit~~be ~~the~~paid ~~Registrant~~in ~~and its Subsidiary to use the common area space of the office~~due-course, ~~which is comprised of a reception area~~again, ~~break~~subject ~~room, conference room, and secretarial area The monthly rent the Registrant is responsible~~ to ~~pay to Mrs. Hopkins is $500 per month, on a month-to-month basis, in arrears, which will include all water and utilities, except for telephone service, which~~ the Registrant ~~will~~availability ~~maintain in its name and under its own account. The term~~ of ~~the~~adequate ~~Sublease Agreement is for one year, on a month-to-month basis, commencing on June 1, 2006~~funds. ~~(A facsimile of the Sublease Agreement is annexed in Exhibit 10.1 hereto and made a part hereof by reference thereto.)~~

~~The~~In ~~Registrant~~terms ~~has~~of nothe ~~plans~~contractual ~~and~~obligation ~~does~~represented ~~not~~by ~~foresee any~~the ~~plans~~Briden inLease, the ~~12-month~~Registrant's ~~period~~Audit ~~following~~Committee has determined that the ~~date~~termination or cancellation of ~~this~~the ~~Report~~Briden toLease ~~renovate, develop,~~does ornot ~~improve,~~fall within the ~~Office,~~category ~~which~~of itcancelled isor ~~using~~terminated contracts under the ~~terms~~Federal ~~disclosed herein~~Accounting Standards Board ("FASB") Statement of Financial Accounting Standard No. In146, ~~any~~named ~~event~~Accounting for Costs Associated with Exit or Disposal Activities ("SFAS No. 146"). Rather, nothe ~~funds~~termination or cancellation of the ~~Registrant~~Briden Lease will befall ~~used~~within topurview ~~physically alter~~of orparagraph ~~improve~~14(c) ~~said~~of ~~Office~~FASB Statement No. 13, entitled Accounting for Leases.

1 Lastly, the Registrant did not itself employ or independently contract with any persons to perform work or services at the Las Vegas Office; thus, no considerations under SFAS No. 146 need be considered as the result of the exist activities associated with the closure and discontinuation of operations at the Las Vegas Office. Furthermore, the Registrant used the existing furnishings that were in-place at the Office and owned no short-lived or long-lived assets. Consequently, there are no issues to be considered for the disposition of any such assets in connection with the Registrant's closure of its Las Vegas Office.

~~The~~SECTION ~~Rochester,~~3 ~~New~~- ~~York~~SECURITIES ~~commercial~~AND ~~real~~TRADING estate market is such that no competitive conditions exist that would interfere with, limit, or restrict the Registrant's use of the Office under the Registrant's present arrangement with Mrs. Hopkins. The Registrant's sole officer and director does not foresee any limitations or conditions that would prevent Mrs. Hopkins from authorizing the Registrant to use the Office in the manner and for the term discussed hereinabove, and, the Registrant does not foresee any limitation or restriction imposed upon Mrs. Hopkins by the landlord for her present use of the leased premises.MARKETS

ItSome isof the ~~opinion~~statements ofmade ~~the~~in ~~Registrant's~~Section ~~sole~~3 ~~officer and~~of ~~director~~this ~~that~~Report, ~~the Office~~specifically, ~~and~~those ~~the~~parts ~~real~~of ~~property~~this item that ~~comprises~~refer ~~the~~to ~~leased premises,~~or ~~are~~describe ~~adequately~~the ~~covered~~availability ~~by fire, casualty, loss~~ of ~~property,~~the ~~and general~~Registrant's ~~indemnity~~working ~~insurance~~capital, ~~and,~~may ~~the~~be ~~Registrant~~deemed ~~and~~"forward-looking ~~its~~statements", ~~Subsidiary~~as ~~would~~that ~~not suffer~~term ~~any~~is ~~financial~~defined ~~losses,~~in ~~rather,~~Section ~~each~~27A of ~~them,~~the ~~respectively,~~Securities ~~may~~Act ~~suffer the loss~~ of ~~certain~~1933 ~~data~~(15 ~~files~~U.S.C. 77z-2) and ~~documents~~ in ~~the~~Section ~~event~~21E of ~~any~~the ~~such~~Securities ~~partial~~Exchange ~~or total~~Act ~~condemnation~~of or1934 ~~destruction~~(15 ofU.S.C. ~~the~~78u-5), ~~Office~~which orare referred to ~~the~~as ~~leased~~"statutory ~~premises~~safe ~~that comprise~~harbor" ~~the Office~~provisions.

~~Mr.~~While ~~Hudson~~the ~~notified~~Registrant ~~the~~is ~~Commission~~not ~~and~~seeking ~~the~~safe ~~public in~~harbor ~~February~~for ~~2006~~the statements of ~~his~~actual ~~intention~~events, tocertain ~~locate~~conclusions athat ~~suitable~~are ~~office~~implied atby ~~which~~the Registrant to ~~conduct~~ report the ~~Registrant's~~events ~~business~~described under this item may be deemed "forward-looking". Forward-looking statements ARE NOT historical facts; rather, assuch ~~part~~statements are based upon the OPINIONS AND ESTIMATES of the Registrant's ~~overall~~senior ~~pursuit of~~executive ~~its~~management ~~plan~~on ofthe ~~operation~~date such statements are made. EVERY FORWARD-LOOKING STATEMENT REFLECTS AN INHERENT RISK AND UNCERTAINTY THAT COULD CAUSE THE ACTUAL RESULTS OF ANY SUCH EVENT TO DIFFER MATERIALLY FROM THE PLANS, asPROJECTIONS, ~~has~~OR ~~been~~EXPECTATIONS ~~heretofore~~EXPRESSED ~~stated~~OR toIMPLIED ~~the~~IN ~~public~~SUCH inSTATEMENT ~~its prior~~BY ~~filings~~THE ~~with~~REGISTRANT'S ~~the~~SENIOR ~~Commission.~~EXECUTIVE MANAGEMENT ON THE

The use of the Office under the Sublease Agreement creates a direct financial obligation of the Registrant under the Sublease Agreement, for itself and for its Subsidiary, respectively (as the Registrant maintains the Subsidiary on a consolidated basis on its statements of financial condition, as opposed to an off-~~balance~~ ~~sheet~~4 arrangement); and, the Sublease Agreement does contain a provision that will trigger an event that accelerates a direct financial obligation of the Registrant. However, the Registrant does not deem the Sublease Agreement to be material to the Registrant's operations, and, should the Registrant fail to perform its obligations under the Sublease Agreement, or, if the Registrant was unable to continue to occupy the Office, neither of such actions would cause a material adverse effect to the operations or business conducted by the Registrant; consequently, the Registrant has not classified the Sublease Agreement as a material contract elsewhere in this Report. Moreover, the events contained in the Sublease Agreement that would accelerate the obligations of the Registrant under the Sublease Agreement are limited to the payment of then any current month's rent to Mrs. Hopkins by the Registrant, therefore not creating any long-~~term liability of the Registrant.~~

~~SECTION 9~~DATE THE STATEMENT WAS MADE. These forward-looking ~~FINANCIAL~~statements ~~STATEMENTS~~that ~~AND~~may ~~EXHIBITS~~infer an impression of optimism about the beliefs and expectations of the Registrant's senior executive management may be expressed through words such as "expects", "anticipates", "intends", "plans", "believes", "seeks", "estimates", "contemplates", "prospective", "attempt", "proposed", and similar expressions or terms, which identify forward-looking statements.

~~Item~~ The ~~9.01.~~Registrant ~~Financial~~cautions ~~Statements~~the Commission and ~~Exhibits~~the public not to place undue influence on these forward-looking statements, which speak only as of the date they were made and are not required to be updated by the Registrant in further filings, schedules, or reports the Registrant must file with the Commission.

~~The~~ITEM ~~following~~3.03. ~~exhibits~~MATERIAL ~~are~~MODIFICATIONS ~~deemed~~TO toRIGHTS beOF ~~"filed"~~SECURITY ~~by the Registrant, on its behalf and for its Subsidiary, in accordance with the applicable provision(s) of Item 601 of Regulation S-B and Instruction B~~HOLDERS.~~2 of Form 8-K.~~

~~The~~A. ~~Registrant~~Limitations ison ~~not required to provide~~ the ~~Commission~~ ~~with~~Registrant's ~~regular~~Available or ~~pro~~(Forecast) ~~forma~~Working ~~accounting~~Capital ~~information with this Report,~~ and/or ~~the~~Credit ~~Registrant is not a "shell" company; thus, it is not required to provide the information in exhibit form to the Commission required by Item 9~~Resources.~~01(c) of Form 8-K.~~

The ~~following~~ ~~exhibits~~Registrant ~~are~~previously ~~made~~reported ato ~~part~~the Commission that, independent from the Registrant's capability to obtain certain, limited advances or loans from its shareholders, officers, directors, insiders, or affiliates, the Registrant has been unable to secure independent sources of ~~this~~working ~~Report~~capital byor ~~their~~financing, ~~annexation hereto:~~and, thus, the Registrant is obligated to notify the Commission, its shareholders, any prospective investors, and the public-at-large on any limitations or restrictions related to its available or forecast working capital (pursuant to the General Instruction under Item 3.03 of Form 8-K).

~~Exhibit No. Description~~ For approximately 16 months prior to the date of ~~Exhibit~~this Report, the Registrant has been affected by severe limitations on its available working capital due to a combination of the following principal factors: (1) the overall expense the Registrant is required to bear to administer its corporate affairs, (2) the Registrant's difficulty to obtain suitable and adequate capital or credit accommodations to conduct its ongoing business operations (which are being conducted by the Registrant through its Subsidiary), (3) the Registrant's incapability to qualify for suitable capital or credit facilities as the result of (a) its delinquency to maintain its current, periodic, and annual reports with the Commission in accordance with its obligations under Section 13(a) of the Securities Exchange Act of 1934 and (b) its inability to initiate a quotation for its common voting equity securities as the result of its reporting obligation delinquency, and, (4) the limitations on its capability to engage the needed number of qualified administrative, accounting and legal personnel or retainers.

10.1	Sublease Agreement with Margaret V. Hopkins
99.1	Certification as to Subsidiary's Information in this Report

As the direct result of the absence of any immediate or adequate working capital or satisfactory credit accommodations to address the issues hereinabove, and in respect of the status of the debts and liabilities of the Registrant, the Registrant must notify its shareholders that its Board of Directors does not intend to declare or pay a cash dividend in the 17-month period following the date of this Report.

2 In order for the Registrant to continue as a going concern, (a) it must be able to engage in one or more transactions that involve the acquisition of operating asset or assets, without first having to pay an initial and/or immediate disbursement of funds (to the seller or transferee of any such assets), (b) it must be able to remedy its present reporting obligations' delinquencies

~~SIGNATURES~~- 5 -

~~Pursuant~~with the Commission, or (c) it must be able to enter into a business combination transaction with a company that will accept the ~~requirements~~responsibility to discharge or otherwise assume the Registrant's debts and financial obligations and be willing to assume and agree to perform the Registrant's reporting obligations to the Commission, as such obligations are enumerated in Section 13(a) of the ~~Securities~~ Exchange Act. Lest none of ~~1934,~~these ~~the~~events ~~Registrant~~occur ~~has~~in ~~duly~~a ~~caused~~timely ~~this~~fashion, ~~Report~~it tois beunlikely ~~signed~~the ~~on its~~Registrant ~~behalf~~will bybe ~~the~~capable ~~undersigned~~of ~~hereunto~~continuing ~~duly~~as ~~authorized~~a going concern.

~~DATED:~~ In ~~May~~the 31interim, ~~2006~~however, the Registrant's President and Chief Executive Officer has agreed to extend the Registrant a sum sufficient for the Registrant to perform its minimum obligations as are stated elsewhere in this Report, with the exception of certain accounts that have placed in collection and for which the Registrant has determined do not pose the threat of litigation. Such advances to the Registrant shall be deemed to be non-interest advances from a shareholder and shall be accounted for as in the past has been reflected on the Registrant's financial statements and books-of-account.

By Within ~~Order~~30 ofdays from the ~~Board~~date ofthis ~~Directors:~~Report is actually filed with the Commission, the Registrant expects to be able to file all non-financial disclosures applicable to the Registrant's conduct for all periods prior to such date.

~~Cartoon Acquisition,~~SECTION ~~Inc.,a~~8 ~~United~~- ~~States~~OTHER ~~corporation (the "Registrant")~~EVENTS

~~/s/ Randolph~~Item S8.01. ~~Hudson~~Other Events.

~~Randolph~~ (The S.Registrant ~~HudsonChief~~does ~~Executive~~not ~~(Principal Executive)~~claim ~~OfficerChief~~"statutory ~~Financial~~safe ~~(Principal~~harbor" ~~Financial)~~provisions ~~Officer~~for any portion of the information disclosed in this Item 8.01. )

~~The~~On ~~facts~~or ~~stated~~about ~~herein~~February ~~that~~7, ~~are~~2007, ~~applicable~~the ~~to Residential~~Registrant ~~Income~~executed ~~Properties,~~and ~~Inc.,~~delivered a ~~New~~lease ~~York~~agreement ~~corporation,~~to ~~and~~Briden aBusiness ~~wholly~~Services, ~~owned subsidiary~~Inc. of ~~the~~Las ~~Registrant~~Vegas, Nevada (the "~~Subsidiary~~Briden Lease"), ~~are~~with ~~true,~~regard ~~complete,~~to ~~and correct. [A~~its ~~facsimile~~rental of an office in Suite 710 at 1515 East Tropicana Avenue in Las Vegas, Nevada (the "~~Certification~~Office"). byAs of the ~~Chief~~effective ~~Executive~~date ~~Officer~~ of ~~Residential~~the ~~Income~~Briden ~~Properties~~Lease, ~~Inc."~~which iswas ~~annexed~~December ~~hereto~~27, as2006, ~~Exhibit~~the 99Office became the principal executive office of the Registrant.~~1 hereof.]~~

~~For Cartoon~~ The ~~Acquisition~~location of the Office is directly off of a main street that traverses the southern area of Las Vegas and is approximately one and one-half miles east of Las Vegas Boulevard, ~~Inc~~commonly referred to as the "Strip.:" The Office is an older two-story building located on Tropicana Avenue just east of Maryland Parkway, another major north-south thoroughfare in Las Vegas. The principal use of the premises where the Office is located is that of an office building and the principal tenants of the office building are engaged in various activities, too numerous to mention in this Report. The Office was adequate for then the present use by the Registrant.

~~Residential~~ The ~~Income~~Registrant's ~~Properties,~~former ~~Inc.~~principal executive address was located on the Second Floor of an office building that is commonly located at 233 Alexander Street in the City of Rochester,a New York ~~corporation~~.

~~/s/ Randolph~~The SRegistrant did not own, and had no ownership or shared ownership interest in, the real property where its former principal executive office was located. ~~Hudson~~The Registrant did not renovate, develop, or improve, the Office. - 6 -

~~By:~~ During ~~Randolph~~the S.Registrant's ~~HudsonPresident~~tenancy of the Office, ~~Secretary~~it was the opinion of the Registrant's President that the Office, and ~~Treasurer~~ the real property that comprised the leased premises, were adequately covered by fire, casualty, loss of property, and general indemnity insurance, and, the Registrant and its Subsidiary would not have suffered any financial losses as the result of its tenancy therein.

~~THIS REPORT~~ The ~~DOES~~lease ~~NOT~~of ~~REQUIRE~~the ~~CERTIFICATIONS~~Office BYunder ~~THE~~the ~~REGISTRANT'S~~Briden ~~PRINCIPAL~~Lease ~~EXECUTIVE OFFICER~~created ~~AND~~a ~~PRINCIPAL~~direct ~~FINANCIAL~~financial ~~OFFICER~~obligation of the Registrant, although, not material to the financial standing of the Registrant.

3 The terms and conditions of the Briden Lease were extremely favorable to the Registrant, and beyond any commercially reasonable terms. (A facsimile of the Briden Lease is annexed as Exhibit 99.1 hereto and is incorporated herein by reference thereto.)

There were no certain relationships or related transactions associated with the execution, delivery, or performance under the Briden Lease by the Registrant with any officer, director, employee, or agent of Briden, as those italicized phrases are terms defined in the Commission's rules and regulations.

On or about February 28, 2007, the Registrant presumed that the Briden Lease was terminated by Briden for non-payment and the Registrant closed the Office, which included the discontinuation of telephone and utility services thereupon.

As the result of the closure of its Las Vegas Office, the Registrant does not maintain a physical address for its principal executive office; rather, the Registrant relies on a mailing address to conduct its business. For the time being, the Registrant's books and records are maintained by the Registrant's President and located at his private residence. Consequently, the Registrant's books and records are not available for public inspection without first having to arrange an appointment with Mr. Hudson.

The Registrant anticipates that it will be able to locate a suitable office somewhere in upstate New York under commercially reasonable terms. In accordance with the Registrant's overall development plan, the Registrant's senior executive management expects to secure such facility within 90 (ninety) days from the date of this Report. However, there can be no assurance that any such office will be located and secured by the Registrant, and, the Registrant is incapable of predicting the terms that will be associated with any such prospective rental or conditional use.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

D. Exhibits.

The following exhibit is deemed to be "filed" by the Registrant.

The following exhibit is made a part of this Report by its annexation hereto:

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Exhibit No.	Description of Exhibit
99.1	The Briden Lease dated December 27, 2006

FURTHER UNDERTAKINGS.

The Registrant, for the events that occurred for the period stated hereon, further agrees (a) to timely file an amendment or amendments that reflect a change or changes in the facts or events that, individually or collectively, represent a fundamental change in the information contained in this Report for the period in question, and (b) to include any other information that may be pertinent to the events described in this Report and obtained by the Registrant on a date beyond the date of this Report. However, the Registrant undertakes no responsibility to update or provide additional information to any person or entity relative to its selective disclosure of non-public information, especially, to those individuals or entities disclosed in this Report.

AVAILABLE INFORMATION.

The Registrant is subject to the reporting requirements of section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, is obligated to file quarterly, periodic, annual, and transitional reports, and other information with the Commission, and is obligated to deliver copies of certain reports and filings by mail to its shareholders and to certain other parties, as required by U. S. Federal securities rules and regulations. The public may view, read, or make copies of all the Registrant's existing reports, proxy statements, and other documents filed with the Commission at the Commission's Public Reference Room, which is located at 100 F Street, Northeast, Washington, D. C. 20549. Copies of said materials may also be obtained at from the Commission's Web site, the address of which is http://www.sec.gov, or by telephoning the Commission at 1-800-SEC-0330.

The Registrant shall permit its shareholders to ask questions of, and receive answers from, the Registrant concerning any aspect of the information contained in this Report, and, if necessary, to obtain additional information, to the extent the Registrant possesses such information or to the extent the Registrant can acquire such information without unreasonable effort or unreasonable expense. The Registrant requests that its shareholders contact it; if by mail, to its mailing address, which is Post Office Box 202, Wyoming, New York, 14591-0202. As of the date of this Report, the Registrant does not operate a website and cannot assure its shareholders, the Commission, or the public that its mailing address will remain validly existing for any period beyond the date of this Report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

DATED: June 18, 2007

By Order of the Board of Directors:

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Cartoon Acquisition, Inc.,
a United States corporation (the "Registrant")

Randolph S. Hudson

Chief Executive (Principal Executive) Officer

Acting Chief Financial (Acting Principal Financial) Officer

THIS REPORT DOES NOT REQUIRE CERTIFICATIONS BY THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICER AND/OR PRINCIPAL FINANCIAL OFFICER.

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