UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORT Filed with the U. S. Securities and Exchange Commission Pursuant to the Registrant's Obligations under Section 13a-11 of the Securities Exchange Act of 1934 ~~Date~~For ofthe ~~This Report:~~ Period ~~Ending~~Ended: ~~June~~November 125, 2007 (Date of Earliest Transaction Associated with Events Disclosed in this Report: ~~September~~August 824, ~~2006~~2007) (Filing Date of this Report: ~~July~~November 25, 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:

c/o Hudson Companies Group Operations

Post Office Box 202

Wyoming, New York 14591-0202

(585) 495-6914

(Registrant’s Telephone Number Including Area Code)

Telecopier (585) 495-6914

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 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Form 8-K Current Report ~~dated~~for ~~June~~Period 12Ended November 5, 2007, Page 1 of 64

~~INTRODUCTORY~~NOTICE ~~EXPLANATION~~OF ADVICE OF FORWARD-LOOKING STATEMENTS.

~~This~~Some isof athe ~~current~~statements ~~report~~we ~~filed~~are onmaking ~~Form~~in ~~8-K~~this ~~(the~~report ~~"Report")~~are bysubjective ~~Cartoon~~and ~~Acquisition,~~written ~~Inc~~in our favor., aThese ~~United~~types ~~States~~of ~~corporation~~statements ~~organized~~may ~~under~~be ~~the~~considered ~~laws~~"forward-looking ofstatements", ~~the~~as ~~State~~that ofterm ~~Delaware~~is ~~(the~~defined ~~"Registrant")~~in ~~with~~Section ~~the~~27A U.of S.the Securities ~~and~~Act ~~Exchange~~of ~~Commission~~1933 (~~the~~15 ~~"Commission"~~U.S.C. 77z-2), and isin ~~intended~~Section to21E ~~provide adequate disclosure~~ of ~~all material events and transactions related to~~ the ~~receipt~~Securities byExchange ~~the~~Act ~~Registrant~~ of ~~official~~1934 ~~correspondence~~(15 ~~from~~U.S.C. ~~the Commission~~78u-5), ~~dated~~which ~~September~~are ~~12,~~referred ~~2006,~~to ~~and~~as of"statutory ~~the~~safe ~~Registrant's~~harbor" ~~reply thereto~~provisions.

~~With~~These ~~the~~forward-looking ~~exception~~statements ARE NOT HISTORICAL FACTS; rather, these statements are based upon our senior executive management's OPINIONS AND ESTIMATES as of the ~~contents~~date ofwe ~~any~~make ~~section~~these statements. 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, ~~item~~PROJECTIONS, orOR ~~exhibit~~EXPECTATIONS toEXPRESSED ~~the~~OR ~~contrary~~IMPLIED ~~indicated,~~IN ~~the~~SUCH ~~Registrant~~STATEMENT ~~considers~~BY ~~the~~OUR ~~remaining~~SENIOR ~~information~~EXECUTIVE MANAGEMENT ON THE DATE THE STATEMENT WAS MADE. We may be overly optimistic in ~~this~~our ~~Report~~statements to beyou about our beliefs and expectations of any plan or event associated with these forward-looking statements. We use words like "~~filed~~expect", ~~pursuant~~"anticipate", to"intend", ~~Section~~"plan", 18"believe", of"seek", ~~the~~"estimate", ~~Securities~~"contemplate", ~~Exchange~~"prospective", ~~Act~~"attempt", of"proposed", ~~1934~~and similar expressions or terms, which you can interpret to identify these forward-looking statements.

~~ADVICE~~ We OFadvise ~~FORWARD~~you NOT to place too much influence or reliance on our forward-~~LOOKING~~looking ~~STATEMENTS~~statements. These statements are only good on the date we made them. We undertake no obligation to update these forward-looking statements, or any information associated with them, in any future filings, schedules, or reports.

~~Some~~SECTION ~~of the statements made by the Registrant in this Report may be deemed "forward-looking statements", as that term is defined in Section 27A of the Securities Act of 1933 (15 U.S.C. 77z-~~2) ~~and in Section 21E of the Securities Exchange Act of 1934 (15 U.S.C. 78u~~-~~5),~~ ~~which~~FINANCIAL ~~are referred to as "statutory safe harbor" provisions~~INFORMATION.

~~While~~ITEM 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"2. 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 made03. ~~EVERY~~CREATION ~~FORWARD-LOOKING STATEMENT REFLECTS AN INHERENT RISK AND UNCERTAINTY THAT COULD CAUSE THE ACTUAL RESULTS~~ OF ~~ANY~~A ~~SUCH~~DIRECT ~~EVENT~~FINANCIAL ~~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~~OBLIGATION. These forward-looking statements that may infer an impression of optimism about the beliefs and expectations of the Registrant's senior executive management and may be expressed through and identified by 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~~On ~~Registrant~~August ~~cautions~~24, ~~the~~2007, ~~Commission~~our ~~and~~Board ~~the~~of ~~public~~Directors ~~not~~acted tounanimously ~~place~~by ~~undue~~written ~~influence~~consent; ~~or reliance on these forward-looking statements~~whereby, ~~which~~it ~~speak~~authorized ~~only~~our astotally ofheld ~~the~~subsidiary, ~~date~~Residential ~~they~~Income ~~were~~Properties, ~~made~~Inc., ~~The~~a ~~Registrant~~New ~~undertakes~~York nocorporation, ~~obligation~~ to ~~update~~amend ~~these~~its ~~forward-looking~~Certificate ~~statements,~~of orIncorporation ~~the information therewith associated,~~ in ~~any~~New ~~future~~York ~~filings,~~to ~~schedules,~~change orits ~~reports~~capital structure.

~~SECTION~~ From 3Residential's -date ~~SECURITIES~~of ~~AND~~incorporation, ~~TRADING~~August ~~MARKETS~~4, 2005, to the date of the Board's action, it was authorized to issue 200 shares at no par value. It was not authorized to issue preferred stock. However, following the Board's action, Residential is authorized to issue 250,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share.

~~ITEM~~ As ~~3.03.~~the ~~MATERIAL~~result ~~MODIFICATIONS~~of TOthe ~~RIGHTS~~increase OFin ~~SECURITY~~Residential's ~~HOLDERS~~capitalization, we created a new direct financial obligation, in that we are liable for increased corporate franchise taxes to the State of New York, as long as Residential remains our totally held subsidiary.

~~Form~~ Our ~~8-K~~Board ~~Current~~of ~~Report~~Directors ~~dated~~and ~~June~~Audit ~~12,~~Committee ~~2007,~~have ~~Page~~determined 2the recapitalization of 6Residential, created a direct financial obligation for which we became obligated beginning on August 24, 2007.

~~For~~Form ~~the~~8-K ~~period~~Current ~~covered by this~~ Report, ~~the~~for ~~Registrant~~Period ~~did~~Ended ~~not~~November ~~modify~~5, ~~any constituent instruments defining the rights of the holders of its common stock; and~~2007, ~~the~~Page ~~rights~~2 ~~evidenced by any~~ of ~~the Registrant's common stock have not been materially limited or qualified by the issuance of modification of any other class or series of the Registrant's securities.~~4

~~However~~While there is no specific agreement, per se, under which we are directly obligated in regard to the ~~matter~~increased ~~that~~corporate franchise tax due and payable to the State of New York as the result of the recapitalization, it is likely we will be liable for the ~~principal~~decisive ~~subject~~responsibility for the payment of ~~this~~franchise ~~Report~~and use taxes assessed against New York corporations by the New York State Tax Commission, as the result of our ownership of all of Residential's issued and ~~discussed~~outstanding ~~elsewhere~~stock. ~~herein~~The final payment of these taxes, and the ~~Registrant~~payment ~~made~~of ~~certain~~other ~~statements~~accruals and charges related to the ~~Commission~~ongoing togood ~~indicate~~standing ~~that~~of ita ~~was~~New ~~experiencing~~York ~~limitations~~corporation, onmay ~~its~~be ~~available~~considered ~~working~~a ~~capital~~contingent liability of ours and, thus, will rest with us.

As We ~~the~~intend ~~result of that disclosure, the Registrant is obligated~~ to ~~provide~~continue ~~an explanation for those statements pursuant~~ to ~~the~~report ~~general~~Residential's ~~instruction~~accounting ~~under~~on ~~Item~~a ~~3.03~~consolidated ~~of Form 8-K~~basis.

A We are unable to predict the amount of any future payments, other than the required minimum franchise tax and annual corporation statement fees due the State of New York for the continued good standing of Residential. ~~Working~~As ~~Capital;~~of ~~Limitations~~the date of this report, Residential is in good standing with the State of New York.

OnThe ~~June~~New ~~12,~~York ~~2007~~Consolidated ~~the~~Laws ~~Registrant~~applicable ~~replied~~ to ashareholders ~~comment~~of ~~letter~~for-profit itcorporations ~~received~~generally ~~from~~state ~~the~~that ~~Commission on September 18, 2007. (A facsimile of~~ the ~~Commission's~~shareholders ~~letter and a recomposition~~ of ~~the~~any ~~Registrant's~~corporation ~~reply~~ are ~~annexed~~ultimately asliable ~~exhibits~~for toany ~~this~~taxes ~~Report~~or ~~and~~other ~~may~~state befees ~~located under Item 9.01. D hereunder. Readers are encouraged to read the letters. To~~ that ~~extent,~~remain ~~the~~unpaid ~~Registrant provided an explanation of its proposals to the Commission in order to remedy the issues addressed~~ by ~~the~~any ~~Commission~~such inNew ~~its~~York ~~letter to the Registrant~~corporation.)

~~The~~It ~~Registrant's~~is ~~Board~~our ofintention ~~Directors~~to isdiscuss ~~concerned~~our ~~that~~potential ~~the~~liability ~~limitations~~in ~~imposed~~this onregard ~~the~~with ~~Registrant's~~our ~~available~~principal ~~working~~certifying ~~capital~~accountant ~~may~~in ~~materially~~due ~~and~~course ~~adversely~~following ~~affect~~ the ~~Registrant's~~date ~~ongoing~~of ~~development~~this ~~and,~~report. ~~more~~If ~~significantly,~~our ~~may~~principal ~~interfere~~certifying ~~with~~accountant ~~the~~informs ~~Registrant's~~our ~~capability~~Board toof ~~comply~~Directors ~~with~~of ~~certain~~any ~~rules~~act ~~and~~or ~~regulations~~event ofthat ~~the~~will ~~Commission~~result in ~~regard~~a tosignificant ~~its~~variation ~~obligations~~of toour ~~file~~estimates, ~~reports~~we ~~with~~will reveal the ~~Commission.~~accountant's Ifdeterminations ~~either~~in of the ~~aforesaid~~appropriate ~~events~~quarterly, ~~occurred~~periodic, itcurrent, ~~would~~of ~~cause~~annual areport ~~material~~for ~~adverse effect to~~ the ~~holders~~period ofduring ~~the~~which ~~Registrant's~~such ~~common~~determination ~~stock~~is made.

AsSECTION ~~the~~8 direct result of the absence of any adequate working capital or the capability to secure satisfactory credit accommodations, and in respect of the significant 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 20-~~month~~ ~~period~~OTHER ~~following the date of this Report~~EVENTS. ~~However,~~ITEM the Registrant's Board of Directors is considering a declaration of a stock dividend to its shareholders in the form of a proportionate distribution of shares in one or more of its operating subsidiaries, in order to offset the lack of the declaration, payment, and distribution of a cash dividend to its shareholders from its inception date, to-date8.01. ~~The~~OTHER Registrant cannot insure that any such non-cash dividend will provide beneficial or offset the prior losses incurred by the Registrant's shareholders, and, the Registrant makes no warranties or representations in that respectEVENTS.

InOn ~~order~~August ~~for~~24, ~~the Registrant to continue as a going concern~~2007, ~~(a)~~our itBoard ~~must be able to fully and completely satisfy its reporting obligations with the Commission under Section 13a-11~~ of ~~the~~Directors ~~Securities~~acted ~~Exchange~~unanimously ~~Act~~by ofwritten ~~1934~~consent; ~~(the "Reporting Obligations")~~whereby, ~~(b)~~ it ~~must~~authorized beour ~~able~~totally toheld ~~remedy~~subsidiary, aResidential ~~certain~~Income ~~delinquency~~Properties, ~~with the principal creditor of its Subsidiary~~Inc., ~~(c) it must be able to engage in one or more transactions that involves the acquisition of~~ a ~~substantial~~New ~~operating~~York ~~asset or assets~~corporation, ~~without first having~~ to ~~pay~~amend anits ~~initial~~Certificate ~~and/or immediate disbursement~~ of ~~funds~~Incorporation ~~(to~~in ~~the~~New ~~seller~~York ~~or transferee of any such assets), or (d) it must be able~~ to ~~enter~~change ~~into~~its acapital ~~business combination~~ structure.

~~Form~~ From ~~8-K~~Residential's ~~Current~~date ~~Report~~of ~~dated~~incorporation, ~~June~~August 124, ~~2007~~2005, ~~Page~~to 3the date of 6the Board's action, it was authorized to issue 200 shares at no par value. It was not authorized to issue preferred stock. However, following the Board's action, Residential is authorized to issue 250,000,000 shares of common stock, $0.0001 par value per share, and 50,000,000 shares of preferred stock, $0.0001 par value per share.

~~transaction~~ Because ~~with~~we apreviously ~~company~~reported that ~~will~~we ~~accept~~have ~~the~~been ~~responsibility~~experiencing tolimitations ~~discharge~~on orour ~~otherwise~~working ~~assume~~capital, until the ~~Registrant's~~date ~~significant~~of ~~debts~~this ~~and~~report, ~~financial~~we ~~obligations~~have ~~and~~been beheretofore ~~willing~~unable to ~~assume~~file ~~and agree to perform~~ the ~~Registrant's~~Certificate ~~Reporting~~of ~~Obligations~~Amendment towith the ~~Commission.~~New ~~Lest~~York ~~none~~Secretary of ~~these~~State's ~~events occur in a timely fashion, it will be difficult for the Registrant to continue as a going concern~~Office.

~~Notwithstanding~~Form ~~and~~8-K ~~excepting~~Current ~~the~~Report ~~receipt by the Registrant of any notice of the commencement of any administrative proceeding against the Registrant by the Commission, it will be necessary~~ for ~~the~~Period ~~Registrant~~Ended toNovember ~~expend between $129~~5,~~800~~ ~~and $276~~2007,~~000~~ ~~throughout~~Page ~~the~~3 ~~120-day period following the date~~ of ~~this Report in order to satisfactorily perform on each of its obligations and liabilities, as have been generally outlined hereinabove.~~4

InWe ~~the~~anticipate ~~interim,~~filing the ~~Registrant's~~Certificate ~~President~~of ~~and~~Amendment ~~Chief~~as ~~Executive~~soon ~~Officer, Randolph S. Hudson, has agreed to advance the Registrant those funds that will be sufficient for the Registrant to perform its Reporting Obligations,~~ as ~~they~~is ~~have~~practicable ~~been~~following ~~described elsewhere in this Report, and to continue, at a minimum, with its development objectives for at least three months beyond~~ the date of this ~~Report~~report. ~~Each~~We ~~such~~are ~~advance~~annexing ~~to the Registrant shall be deemed~~ a ~~non-interest~~facsimile ~~advance~~of ~~from a shareholder and shall be accounted for on the Registrant~~Residential's ~~books-~~Certificate of~~-account~~ Amendment as ~~has~~Exhibit ~~been~~99.1 ~~customary for prior periods~~hereof.

SECTION 89 - ~~OTHER~~FINANCIAL ~~EVENTS~~STATEMENTS AND EXHIBITS. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

~~ITEM 8~~D.~~01.~~ ~~OTHER EVENTS~~Exhibits.

A. We ~~Notice~~deem ofthe ~~Comments~~following byexhibit "filed," in accordance with that term's definition under Section 18 of the ~~Commission~~Securities Exchange Act of 1934.

OnUnless ~~September 18, 2006, the Registrant received a letter from the Commission, which informed the Registrant of certain comments made by the Commission's Chief Accountant in regard~~ to the ~~Registrant's~~contrary ~~disclosure under Item 4.01 on a certain current report made by it for the period-ended September 8~~indicated, ~~2006 (~~the ~~"Subject~~following ~~Report").~~exhibit ~~(The Registrant~~ is ~~not~~made ~~annexing~~ a ~~facsimile~~part of ~~that~~this report ~~and~~by isits ~~not~~annexation incorporating any information contained in the Subject Report, other than to rely on statements that were heretofore made and previously reported to the Commission.) (The Registrant is annexing a copy of the Commission's comment letter to the Registrant, which may be located under Item 9.01. D of this Report.)hereto:

In summary, the Commission's comments were limited (1) to the Registrant's incorrectly placed disclosure in the Subject Report under Item 4.01 of the resignation of John J. Marchaesi, C. P. A., of Rochester, New York, who served as the Registrant's non-certifying compilation accountant, (2) the Registrant's failure to report the dismissal of its former principal certifying accountant, Berger Apple & Associates, Ltd. of Beachwood, Ohio, and (3) the failure by the Registrant to properly report the engagement of its present principal certifying accountant, Michael T. Studer, C. P. A., P. C. of Freeport, New York.

Exhibit No.		Description of Exhibit


99.1		Residential's Certificate of Amendment dated November 5, 2007

In addition to the Commission's formal comments to the Registrant in that certain comment letter, the Registrant's President conducted certain subsequent and informal discussions with the Commission's Chief Accountant. (While not obligated so to do, the Registrant offered the Commission its responses to those separate issues in its formal reply to the Commission; however, the Registrant requested "confidential treatment" for certain of its responses in that regard.)SIGNATURE

~~Form~~ Pursuant ~~8-K~~to ~~Current~~the ~~Report~~requirements ~~dated~~of ~~June~~the ~~12,~~Securities ~~2007~~Exchange Act of 1934, ~~Page~~the 4Registrant ofhas 6duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

OnDATED: ~~June~~November 125, 2007 ~~the~~By ~~Registrant~~Order ~~replied to a comment letter it received from the Commission on September 18, 2007. (A recomposed version~~ of the ~~Registrant's~~Board ~~reply to the Commission is annexed as an exhibit to this Report, which may be located under Item 9.01. D~~ of ~~this Report.)~~Directors:

~~Lastly,~~Form ~~the~~8-K ~~Registrant~~Current ~~suggested~~Report afor ~~schedule~~Period byEnded ~~which~~November ~~it estimated it could remedy its Reporting Obligations' delinquency. The readers hereof are encouraged to read the Registrant's reply to the Commission's letter~~5, ~~which is attached as an exhibit hereto~~2007, toPage ~~learn~~4 of ~~the Registrant's estimates in this regard.~~4

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

D. Exhibits.

The following exhibits are deemed "filed" by the Registrant.

Unless to the contrary indicated elsewhere in this Report, each of the following exhibits is made a part of this Report by its annexation hereto:

Exhibit No.		Description of Exhibit
99.1		(Facsimile of) Letter from Commission dated September 12, 2006
99.2 (Recomposed Version of) Registrant's (First) Reply of June 12, 2007 to Commission's Letter dated September 12, 2006
99.3		(Facsimile of) Letter of Engagement of Michael T. Studer, C. P. A., P. C.

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.

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,

Form 8-K Current Report dated June 12, 2007, Page 5 of 6

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 by mail, to its mailing address, which is listed on the cover of this Report. As of the date of this Report, the Registrant does not operate a website.

Notice: Intentional Misstatements or Omissions of Fact Constitute (U. S.) Federal criminal violations under 18 U. S. C. 1001.

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 28, 2007 By Order of the Board of Directors of Cartoon Acquisition, Inc., the Registrant:

This Report Does Not Require Certifications by the Registrant's Principal Executive Officer and Principal Financial Officer.

Form 8-K Current Report dated June 12, 2007, Page 6 of 6

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