UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~September 30,~~March ~~2014~~31, 2015

Transition report under Section 13 or 15(d) of the Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number 000-53806

Cullen Agricultural Holding Corp.

(Exact Name of Issuer as Specified in Its Charter)

Delaware

27-0863248

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1193 Seven Oaks Rd., Waynesboro, GA 30830

(Address of Principal Executive Office)

(706) 621-6737

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 Web site, 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 for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ¨	Accelerated filer ¨
	Non-accelerated filer ¨	Smaller reporting company x
	(Do not check if smaller reporting company)

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

As of ~~November~~May 713, ~~2014~~2015, 1922,~~630~~780,714 shares of common stock, par value $.0001 per share, were issued and outstanding.

CULLEN AGRICULTURAL HOLDING CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2014~~2015

TABLE OF CONTENTS

	Page
Part I. Financial Information	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013	1
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014	1
Condensed Consolidated Statement of Operations (Unaudited) for the three and nine months ended September 30, 2014 and 2013	2
Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2015 and 2014	2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the nine months ended September 30, 2014	3
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the three months ended March 31, 2015	3
Condensed Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2014 and 2013	4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2015 and 2014	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 4. Controls and Procedures	1012
Part II. Other Information
Item 1. Legal Proceedings	1113
Item 6. Exhibits	1113
Signatures	1214

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q of Cullen Agricultural Holding Corp., and the information incorporated by reference in it, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References in this report to “we,” “us”, “our company” or “the Company” refer to Cullen Agricultural Holding Corp.

Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

· Our ability to ~~protect~~obtain ~~our~~necessary ~~intellectual property~~financing;

· Our ability to obtain necessary financing to enable us to implement our business plan;

Competition;

Loss of key personnel;

Increases of costs of operations;

Continued compliance with government regulations; and

General economic conditions.

The forward-looking statements ~~contained~~ contained or incorporated by reference in this report are based on our current expectations and beliefs concerning future developments ~~and~~ and their potential effects on us and speak only as of the date of such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in this Quarterly Report in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 284, ~~2014~~2015 in the section entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Cullen Agricultural Holding Corp. and Subsidiaries ~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

	September 30, 2014
	(Unaudited)			December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	213,512		$	678,082
Receivable		1,871			1,871
Prepaid expenses and other current assets		73,461			69,512
Notes receivable		1,500,000			1,200,000
Total Current Assets		1,788,844			1,949,465
OTHER ASSETS
Property and equipment, net		91,861			91,861
TOTAL ASSETS	$	1,880,705		$	2,041,326
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses	$	18,720		$	20,097
Current portion of note payable		-			10,462
TOTAL LIABILITIES		18,720			30,559
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001; authorized 1,000,000 shares; no shares issued and outstanding		-			-
Common stock, par value $0.0001; 200,000,000 shares authorized; 19,630,714 shares issued and outstanding		1,964			1,964
Additional paid-in capital		6,861,881			6,861,881
Accumulated deficit		(5,001,860	)		(4,853,078	)
TOTAL STOCKHOLDERS' EQUITY		1,861,985			2,010,767
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,880,705		$	2,041,326

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS
	March 31, 2015
	(Unaudited)			December 31, 2014
CURRENT ASSETS
Cash	$	190,170		$	489,069
Receivable from related party		1,871			126,871
Prepaid expenses and other current assets		141,321			130,226
Total Current Assets		333,362			746,166

OTHER ASSETS
Notes receivable		1,750,000			1,500,000
Property and equipment, net		3,326			3,326


TOTAL ASSETS	$	2,086,688		$	2,249,492

LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
Accrued expenses	$	70,106		$	51,869

TOTAL LIABILITIES		70,106			51,869



STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001; authorized 1,000,000 shares;
no shares issued and outstanding		-			-
Common stock, par value $0.0001; 200,000,000 shares authorized;
22,780,714 shares issued and outstanding
at March 31, 2015 and December 31, 2014.		2,279			2,279
Additional paid-in capital		7,491,566			7,491,566
Accumulated deficit		(5,477,263	)		(5,296,222	)

TOTAL STOCKHOLDERS' EQUITY		2,016,582			2,197,623

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,086,688		$	2,249,492

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cullen Agricultural Holding Corp. and Subsidiaries ~~(Unaudited) CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

	For the Three			For the Three			For the Nine			For the Nine
	months ended			months ended			months ended			months ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Revenues	$	—		$	—		$	—		$	—
General and administrative expenses		58,783			62,318			213,165			199,747
LOSS FROM OPERATIONS		(58,783	)		(62,318	)		(213,165	)		(199,747	)
OTHER INCOME (EXPENSE)
Interest income - notes receivable		22,685			—			65,837			—
Interest expense - note payable		—			(76	)		(184	)		(405	)
TOTAL OTHER INCOME (EXPENSE)		22,685			(76	)		65,653			(405	)
LOSS BEFORE INCOME TAXES		(36,098	)		(62,394	)		(147,512	)		(200,152	)
INCOME TAXES		—			313			1,270			953
NET LOSS	$	(36,098	)	$	(62,707	)	$	(148,782	)	$	(201,105	)
Weighted average number of common shares outstanding – basic and diluted		19,630,714			19,630,714			19,630,714			19,630,714
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three			For the Three
	months ended			months ended
	March 31, 2015			March 31, 2014

Revenues	$	--		$	--

General and administrative expenses		202,209			85,117

LOSS FROM OPERATIONS		(202,209	)		(85,117	)

OTHER INCOME (EXPENSE)
Interest income - notes receivable		22,438			20,713
Interest expense - note payable		--			(75	)

TOTAL OTHER INCOME		22,438			20,638

LOSS BEFORE TAXES		(179,771	)		(64,479	)

INCOME TAXES		1,270			1,270

NET LOSS	$	(181,041	)	$	(65,749	)

Weighted average number of common shares outstanding – basic and diluted		22,780,714			19,630,714

Basic and diluted net loss per share	$	(0.01	)	$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cullen Agricultural Holding Corp. and Subsidiaries ~~CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY For the Nine Months Ended September 30, 2014~~

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total
BALANCE - January 1, 2014		19,630,714	$	1,964	$	6,861,881	$	(4,853,078	)	$	2,010,767
Net loss for the nine months ended September 30, 2014		—		—		—		(148,782	)		(148,782	)
BALANCE - September 30, 2014 (Unaudited)		19,630,714	$	1,964	$	6,861,881	$	(5,001,860	)	$	1,861,985

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the Three Months Ended March 31, 2015

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total

BALANCE - January 1, 2015		22,780,714	$	2,279	$	7,491,566	$	(5,296,222	)	$	2,197,623

Net loss		--		--		--		(181,041	)		(181,041	)

BALANCE - March 31, 2015 (Unaudited)		22,780,714	$	2,279	$	7,491,566	$	(5,477,263	)	$	2,016,582

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Cullen Agricultural Holding Corp. and Subsidiaries ~~(Unaudited) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

	For the Nine Months Ended September 30, 2014			For the Nine Months Ended September 30, 2013
Cash Flows from Operating Activities
Net loss	$	(148,782	)	$	(201,105	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,949	)		28,401
Accrued expenses		(1,377	)		9,753
NET CASH USED IN OPERATING ACTIVITIES		(154,108	)		(162,951	)
Cash Flows used in Investing Activities
Issuance of notes receivable		(300,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(300,000	)		-
Cash Flows from Financing Activities
Repayment of note payable		(10,462	)		(10,170	)
NET CASH USED IN FINANCING ACTIVITIES		(10,462	)		(10,170	)
NET DECREASE IN CASH		(464,570	)		(173,121	)
CASH - Beginning		678,082			2,239,619
CASH - Ending	$	213,512		$	2,066,498
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	184		$	668

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Three Months Ended March 31, 2015			For the Three Months Ended March 31, 2014

Cash Flows from Operating Activities
Net loss	$	(181,041	)	$	(65,749	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(11,095	)		20,577
Accrued expenses		18,237			24,948
NET CASH USED IN OPERATING ACTIVITIES		(173,899	)		(20,224	)

Cash Flows from Investing Activities
Cash received from note receivable		125,000			-
Issuance of notes receivable		(250,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(125,000	)		-

NET DECREASE IN CASH		(298,899	)		(20,224	)

CASH - Beginning		489,069			678,082
CASH - Ending	$	190,170		$	657,858

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	1,270		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED ~~CONDENSED~~CONSENSED CONSOLIDATED ~~INTERIM~~ FINANCIAL STATEMENTS

Note 1. - Organization, Business Operations and Significant Accounting Policies

Organization and Nature of Operations

Cullen Agricultural Holding Corp.’s (the “Company”, “we”, “us” or “our”) ~~accompanying~~was ~~unaudited~~incorporated ~~condensed consolidated interim financial statements have been prepared~~ in ~~accordance~~Delaware ~~with~~on ~~accounting~~August ~~principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly~~27, ~~they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements~~2009. ~~Operating~~To ~~results for the three and nine months ended September 30~~date, ~~2014 are not necessarily indicative of~~ the ~~results that may be expected for the year ending December 31, 2014. In addition, the December 31, 2013 balance sheet data~~Company ~~was~~has ~~derived from the audited consolidated financial statements, but does~~ not ~~include~~generated ~~all~~any ~~disclosures required by GAAP~~revenue. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.

~~These~~We ~~unaudited~~were ~~condensed~~formed ~~consolidated~~as a wholly-owned subsidiary of Triplecrown Acquisition ~~interim~~Corp. ~~financial~~(“Triplecrown”), ~~statements~~a ~~should~~blank becheck ~~read~~company. CAT Merger Sub, Inc. (“Merger Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on August 31, 2009. We were formed in ~~conjunction~~order ~~with~~to allow Triplecrown to complete a business combination (the ~~audited~~“Merger”) ~~consolidated~~with ~~financial~~Cullen ~~statements~~Agricultural ~~and~~Technologies, ~~notes~~Inc. ~~thereto~~(“Cullen Agritech”), as ~~for~~contemplated by the ~~fiscal~~Agreement ~~year~~and ~~ended~~Plan ~~December~~of 31Reorganization (the “Merger Agreement”), ~~2013~~dated ~~filed~~as of September 4, 2009, as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Cullen Agritech was formed on ~~March~~June 283, ~~2014~~2009. ~~The~~Cullen ~~accounting~~Agritech’s ~~policies~~primary ~~used~~operations inare ~~preparing~~conducted ~~these~~through ~~unaudited~~Natural Dairy Inc., ~~condensed~~a ~~consolidated~~wholly ~~interim~~owned ~~financial~~subsidiary ~~statements~~of ~~are~~Cullen ~~consistent~~Agritech. ~~with~~Cullen ~~those~~Holdings ~~described~~is inan entity controlled by Eric J. Watson, our former Chief Executive Officer, Secretary, Chairman of the ~~December~~Board 31and Treasurer and, ~~2013~~prior ~~audited~~to ~~consolidated~~the Merger, was the holder of all of the outstanding common ~~financial~~stock ~~statements~~of Cullen Agritech.

~~Basis~~Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of ~~Presentation~~the Company. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became the security holders of the Company. Thus, the Company became a holding company, operating through its wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October 22, 2009.

~~The~~On December 31, 2014, the Company ~~was~~entered ~~incorporated~~into inan ~~Delaware~~Agreement onand ~~August~~Plan 27of Reorganization by and among the Company, ~~2009~~Long Island Iced Tea Corp., ~~Our~~a ~~principal~~Delaware ~~focus~~corporation ~~was~~and toa ~~use~~wholly ~~our~~owned ~~intellectual~~subsidiary of ~~property~~the inCompany ~~forage~~(“Holdco”), Cullen Merger Sub, Inc., a Delaware corporation and ~~animal~~a ~~sciences~~wholly toowned ~~improve~~subsidiary ~~agricultural~~of Holdco ~~yields.~~(“Parent ToMerger ~~date~~Sub”), weLIBB ~~have~~Acquisition ~~not~~Sub, ~~generated~~LLC, ~~any~~a ~~revenue~~New York limited liability company and ~~will~~a ~~not~~wholly doowned sosubsidiary of ~~until~~Holdco we(“LIBB ~~have~~Merger ~~sufficient~~Sub” ~~funds~~and totogether ~~implement~~with ~~our~~Parent ~~business plan.~~Merger ~~Our~~Sub, ~~current~~the ~~plan~~“Merger isSubs”), toLong ~~seek~~Island Brand Beverages, ~~investigate~~LLC, ~~and~~a ifNew ~~such~~York ~~investigation~~limited ~~warrants,~~liability ~~acquire~~company ~~one~~(“LIBB”), orPhillip ~~more~~Thomas ~~operating~~and ~~businesses~~Thomas ~~desiring the~~Panza, ~~perceived~~each ~~advantages~~a member of aLIBB. On ~~publicly~~April ~~held~~23, ~~corporation.~~2015, Wethe ~~will~~parties ~~not~~entered ~~restrict~~into ~~our~~an ~~search~~amendment to ~~any~~the ~~specific~~Agreement ~~business,~~and ~~industry,~~Plan orof Reorganization (See Note 5) (the amendment ~~geographical~~and ~~location,~~the Agreement and ~~may~~Plan ~~participate~~of inReorganization ~~business~~collectively ~~ventures~~referred ofto ~~virtually~~herein ~~any~~as ~~kind~~the or“Merger ~~nature~~Agreement”). ~~Through~~Pursuant ~~September~~to the ~~30,~~Merger ~~2014~~Agreement, ~~the Company~~among ~~has~~other ~~provided~~things, ~~loans~~(i) ~~aggregating~~Parent ~~$1,500,000~~Merger toSub anwill ~~operating~~merge ~~company~~with ~~that~~and into the Company ~~has~~(the ~~been~~“Parent ~~engaged~~Merger”), with inthe ~~discussions~~Company ~~regarding~~ surviving as a ~~potential~~wholly ~~acquisition.~~owned ~~The~~subsidiary ~~Company~~of ~~has~~Holdco ~~not~~and ~~entered~~with ~~into~~the aCompany’s ~~merger~~stockholders ~~agreement~~receiving ~~with~~newly ~~this~~issued shares ~~operating~~of ~~company~~common ~~and~~stock, ~~there~~par isvalue no$0.0001 ~~assurance that~~per ~~such~~share, aof ~~merger~~Holdco, ~~will~~at ~~occur.~~the ~~The~~rate ~~Company~~of ~~continues~~one toshare ~~evaluate~~of ~~potential~~Holdco ~~business~~for ~~opportunities.~~every ~~The~~15 shares of the Company’s ~~activities~~ ~~are~~common ~~subject~~stock to(ii) ~~significant~~LIBB ~~risks~~Merger ~~and~~Sub ~~uncertainties,~~will ~~including~~merge ~~the~~with ~~risk~~and ~~that~~into LIBB (the “Company ~~will~~Merger,” ~~not~~and betogether ~~able~~with tothe ~~merge~~Parent Merger, the “Mergers”), with LIBB surviving as a ~~suitable operating~~wholly ~~business~~owned orsubsidiary ~~that~~of ~~such~~Holdco ~~operating~~and ~~business~~(iii) the members of LIBB will receive an aggregate of 2,633,334 ~~once~~newly ~~acquired~~issued shares of Holdco common stock, ~~will~~subject ~~not~~to ~~perform~~adjustment as ~~expected~~described below.

~~Principles~~If LIBB’s estimated net working capital at the closing is less than its net working capital target, the number of ~~Consolidation~~shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. If LIBB’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $3.00. LIBB’s net working capital target was originally $70,069. However, because the closing will occur after February 15, 2015, the target will be reduced by $3,333 for each day after such date through and including the closing date.

The consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated interim financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED ~~CONDENSED~~CONSENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. - Organization, Business ~~Operations~~ Operations and Significant Accounting Policies, continued

Organization and Nature of Operations, continued

If the Company’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $3.00. If the Company’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $3.00. The Company’s net working capital target was originally $786,985. However, because the closing will occur after February 15, 2015, the target will be reduced by $667 for each day after such date through and including the closing date.

LIBB operates in the ready-to-drink tea segment of the beverage industry. LIBB has developed non-alcoholic, premium iced tea bottled beverages made with quality ingredients that are offered at an affordable price. LIBB is currently organized around its flagship brand Long Island Iced Tea, a ready-to-drink, proprietary recipe iced tea sold primarily on the East Coast of the United States through national and regional wholesale and supermarket chains and a network of distributors.

For accounting purposes, the transactions will be treated as an acquisition of the Company by LIBB and as a recapitalization of LIBB, as the former LIBB members will hold a large percent of the Holdco shares and will exercise significant influence over the operating and financial policies of the consolidated entity and the Company was a public shell company at the time of the transaction. Pursuant to Accounting Standards Codification (“ASC”) 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination.

The stockholder meeting to approve the proposed Merger is scheduled for May 26, 2015 and the parties anticipate consummating the Merger shortly thereafter.

Upon the consummation of the Merger, the combined entity will become a new publicly traded company. Through March 31, 2015, the Company has provided loans aggregating $1,750,000 to LIBB. The Merger Agreement between the Company and LIBB has not occurred and there is no assurance that such a merger will occur. The Company’s activities are subject to significant risks and uncertainties, including the risk that the Company will not be able to merge with a suitable operating business or that such operating business, once acquired, will not perform as expected.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. In addition, the December 31, 2014 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2014 filed on March 4, 2015. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those described in the December 31, 2014 audited consolidated financial statements.

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization, Business Operations and Significant Accounting Policies, continued

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Income (Loss) Per Share

The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. At September 30, 2013, there were 74,000,000 warrants outstanding that were not included in the calculation of diluted EPS because the effects of these securities would have been anti-dilutive. These warrants expired on October 22, 2013.

Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.”

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's condensed consolidated ~~interim~~ financial statements. The evaluation was performed for tax years 2011 ~~of 2009~~ through ~~2013~~2014 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations.

The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts ~~accrued~~ accrued for penalties and interest for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2014~~2015 and ~~2013~~March 31, 2014, as there were no material uncertain tax positions outstanding as of the ends of such periods. The Company does not expect ~~its~~ ~~uncertain~~that ~~tax~~these ~~position~~conditions towill change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

As of September 30, 2014, the Company has an estimated net operating loss carry forward (“NOL”) of approximately $5,035,000 which begins to expire starting in 2029. The Company has determined that the deferred tax asset has no value at this time, as the Company does not believe it will utilize these losses in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax asset.

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization, Business Operations and Significant Accounting Policies, continued

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected to early adopt this ASU effective with the Quarterly Report on Form 10-Q for the period ended June 30, 2014 and its adoption resulted in the removal of previously required development stage disclosures.

Note 2. Property and Equipment

At September 30, 2014 and December 31, 2013, property and equipment consisted of the following:

	September 30, 2014		December 31, 2013
Machinery and equipment	$	154,229	$	154,229
Website		3,328		3,328
		157,557		157,557
Less: Accumulated depreciation and amortization		65,696		65,696
Property and equipment, net	$	91,861	$	91,861

All assets were taken out of service on December 31, 2012 and as a result since December 31, 2012, the Company has not recorded depreciation expense related to these assets.

Note 3. Receivable

As of September 30, 2014 and December 31, 2013, $1,871 was due from Hart Acquisitions, LLC (“Hart”), a former related party.

Note 4. Note Receivable

On November 19, 2013, the Company provided a loan in the amount of $600,000 to an operating company (the “Borrower”) with which the Company has been engaged in discussions regarding a potential acquisition. On December 5, 2013, the Company provided a second loan to the Borrower in the amount of $600,000. On April 1, 2014, the Company provided a third loan in the amount of $300,000 to the Borrower. Pursuant to the terms of the respective promissory notes, the loans bear interest at a rate of 6% per annum. On November 7, 2014, the Company and the Borrower entered into an amendment to the promissory notes evidencing the loans described above to extend the maturity date of the promissory notes to March 15, 2015. During the three and nine months ended September 30, 2014, the Company recorded interest income of $22,865 and $65,837, respectively, related to these notes. As of September 30, 2014, accrued interest related to these loans was $69,781 which is included in prepaid expenses and other current assets, on the accompanying condensed consolidated balance sheets. The Borrower has granted the Company a security interest in certain of the Borrower’s accounts receivable and inventory.

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED ~~CONDENSED~~CONSENSED CONSOLIDATED FINANCIAL STATEMENTS

Note ~~5. Note~~1 ~~Payable~~- Organization, Business Operations and Significant Accounting Policies, continued

OnIncome ~~May 15~~Taxes, 2010 the Company entered into a note payable to a financial institution due May 15, 2014, payable in annual installments of $10,768, which included interest of 2.9% per annum. The note payable has matured and at September 30, 2014 and December 31, 2013, the outstanding principal balance was $0 and $10,462.continued

~~Note~~As 6of March 31, 2015, the Company has an estimated net operating loss carry forward (“NOL”) of approximately $5,457,000 which begins to expire starting in 2029. ~~Subsequent~~ ~~Events~~The Company has determined that the deferred tax asset has no value at this time, as the Company does not believe it will utilize these losses in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax asset.

~~Other~~Recently ~~than~~Issued asand ~~disclosed~~Adopted ~~in Note~~Accounting 4. Note Receivable, the Company evaluates events that occurred after the balance sheet date but before the consolidated interim financial statements are issued. The Company did not identify any recognized or non recognized subsequent events that would have required additional adjustment or disclosure in the consolidated financial statements through the date the consolidated financial statements were available to be issued.Pronouncements

In May 2014, the FASB issued ASU No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. The FASB plans to expose its decisions for a thirty day public comment period in a proposed Accounting Standards Update (ASU), which is expected to be issued sometime during the second quarter of 2015. On April 1, 2015 the FASB decided to permit the adoption of the new revenue standard early, but not before the annual periods beginning after December 15, 2016. A public organization would apply the new revenue standard to all interim reporting periods within the year of adoption. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our condensed consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

Note 2 – Receivable from Related Party

As of March 31, 2015, $1,871 was due from Hart Acquisitions LLC (“Hart”). As of December 31, 2014, $126,871 (including $125,000 from the sale of equipment which was received by the Company during the three months ended March 31, 2015) was due from Hart.

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONSENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Notes Receivable

On November 19, 2013, the Company provided a loan in the amount of $600,000 to LIBB. On December 5, 2013, the Company provided a second loan to the LIBB in the amount of $600,000. On April 1, 2014, the Company provided a third loan in the amount of $300,000 to LIBB. On November 7, 2014, the Company and LIBB entered into an amendment to the promissory notes evidencing the loans described above to extend the maturity date of the promissory notes to March 15, 2015. On March 3, 2015, the Company and LIBB entered into an amendment of the promissory notes evidencing the loans described above to extend the maturity of the promissory notes to March 15, 2016. On March 26, 2015, the Company provided a fourth loan in the amount of $250,000 to LIBB maturing on March 15, 2016. Pursuant to the terms of the respective promissory notes, the loans bear interest at a rate of 6% per annum.

During the three months ended March 31, 2015 and 2014, the Company recorded interest income of $22,438 and $20,713, respectively, related to these notes.

As of March 31, 2015, accrued interest related to these loans was $114,904 which is included in prepaid expenses and other current assets, on the accompanying condensed consolidated balance sheets. LIBB has granted the Company a security interest in certain of LIBB’s accounts receivable and inventory.

Note 4 - Commitments and Contingencies

On October 3, 2014, an action was filed entitled Madwell LLC (“Madwell”) v. Long Island Brand Beverages LLC, its Chief Executive Officer, and Paul Vassilakos, the Company’s Chief Executive Officer, Index No.: 509081/2014, in the Supreme Court of New York by Madwell. Madwell is seeking $940,000, which includes $440,000 for breach of contract and payment of services as well as punitive damages of $500,000. The Company has agreed to indemnify Mr. Vassilakos for any expenses he incurs in connection with such litigation. The Company does not believe that Mr. Vassilakos’ expenses in connection with such litigation will be material.

Note 5- Subsequent Events

The Company evaluates events that occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, other than as described below, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On April 23, 2015, the Company entered into Amendment No. 1 to the Agreement and Plan of Reorganization with Holdco, Parent Merger Sub, Merger Sub, LIBB and the Founders. The amendment changed the ratio at which the Company’s common stock would be converted into Holdco common stock from a ratio of 1-to-1 to a ratio of 15-to-1 and changed all other figures accordingly.

On May 1, 2015, the Securities and Exchange Commission declared Holdco’s registration statement on Form S-4 relating to the Merger effective. The Company’s meeting to approve the Merger is scheduled for May 26, 2015 and the parties anticipate consummating the Merger shortly thereafter.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated ~~interim~~ financial statements and footnotes thereto contained in this report.

Overview and History

We ~~conduct~~conducted our operations through our wholly-owned subsidiary, Cullen Agricultural Technologies Inc. (“Cullen Agritech”). Cullen Agritech conducts its operations primarily through its wholly-owned subsidiary, Natural Dairy Inc. (“Natural Dairy”). To date, we have not generated any revenue ~~and will not do so until we have sufficient funds to implement our business plan described below~~.

We were incorporated in Delaware on August 27, 2009. We were formed in order to allow Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company, to complete a business combination (the “Merger”) with Cullen Agritech, as contemplated by the Agreement and Plan of Reorganization, dated as of September 4, 2009, as amended, among us, Triplecrown, CAT Merger Sub, Inc. (“Merger Sub”), Cullen Agritech and Cullen Inc. Holdings Ltd. (“Cullen Holdings”). Prior to the Merger, we were a wholly owned subsidiary of Triplecrown, Merger Sub was our wholly owned subsidiary and Cullen Holdings was the sole stockholder of Cullen Agritech. Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and (ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as the Company’s wholly owned subsidiary. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became our security holders and we became a public holding company, operating through Cullen Agritech.

~~Strategic~~Our ~~Alternatives~~previous focus had been to use our intellectual property in forage and animal sciences to improve agricultural yields. However, we were unable to obtain the necessary funding to support the implementation of our business plan. Accordingly, we began exploring all financing and strategic alternatives available to us. As discussed below, on December 31, 2014, we entered into an agreement to merge with an operating business.

WeMerger are seeking strategic opportunities in all industries and regions in an effort to maximize shareholder value. To this end, the Company has in the past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is no assurance that the Company will be successful in any of such efforts.Agreement

~~Our~~On ~~current~~December ~~plan~~31, is2014, towe ~~seek,~~entered ~~investigate,~~into the Merger Agreement by and ifamong ~~such~~the ~~investigation~~Company, ~~warrants~~Holdco, ~~acquire~~Parent ~~one~~Merger orSub, ~~more~~LIBB ~~operating~~Merger ~~businesses~~Sub, ~~desiring~~LIBB, ~~the~~Phil ~~perceived~~Thomas ~~advantages~~and ofThomas Panza, each a ~~publicly~~member ~~held~~of LIBB. On ~~corporation~~April 23, 2015, the parties entered into an amendment to the Merger Agreement. WePursuant to the Merger Agreement, as amended, among other things, (i) Parent Merger Sub will ~~not~~merge ~~restrict~~with ~~our~~and ~~search~~into tothe ~~any~~Company, ~~specific~~with ~~business~~the Company surviving as a wholly owned subsidiary of Holdco and with the Company’s stockholders receiving newly issued shares of common stock, ~~industry~~par value $0.0001 per share, of orHoldco, ~~geographical~~at ~~location~~the rate of one share of Holdco for every 15 shares of the Company’s common stock, (ii) LIBB Merger Sub will merge with and ~~may~~into ~~participate~~LIBB, with LIBB surviving as a wholly owned subsidiary of Holdco and (iii) the holders of the LIBB membership ininterests ~~business~~will ~~ventures~~receive 2,633,334 shares of ~~virtually~~common ~~any~~stock ~~kind~~of orHoldco, ~~nature~~subject to adjustment based on LIBB’s and our net working capital (as defined in the Merger Agreement).

~~Results~~Upon the consummation of ~~Operations~~the Mergers, (i) Holdco will become a new publicly traded company, (ii) the Company and ~~Financial~~LIBB will become wholly-owned subsidiaries of Holdco and (iii) assuming that ~~Condition~~there are no adjustments to the merger consideration pursuant to the Merger Agreement, the former members of LIBB will own approximately 63% of the stock of Holdco and the former stockholders of the Company will own the remaining 37%.

~~Since~~For ~~October~~accounting 22purposes, ~~2009,~~the ~~our~~transactions ~~activities have~~will ~~been~~be ~~primarily~~treated ~~focused~~as onan ~~raising~~acquisition ~~capital~~of ~~to fund~~ our ~~business~~Company ~~plan~~by LIBB and as ~~the~~a ~~sale~~recapitalization of ~~land~~LIBB, toas ~~meet~~the ~~our~~former ~~working~~LIBB ~~capital~~members ~~requirements and~~will ~~repay~~hold ~~our~~a ~~outstanding~~large ~~debt.~~percent As of ~~September~~the ~~30,~~Holdco ~~2014,~~shares ~~all~~and ofwill ~~our~~exercise ~~outstanding~~significant influence ~~debt~~over ~~has~~the ~~been~~operating ~~repaid.~~and ~~Our~~financial ~~current~~policies ~~plan~~of isthe ~~to seek,~~consolidated ~~investigate,~~entity and ifwe ~~such~~were ~~investigation~~a ~~warrants,~~public ~~acquire~~shell ~~one~~company orat ~~more operating businesses desiring~~ the ~~perceived~~time ~~advantages~~ of the ~~a publicly held corporation~~transaction. ~~Prior~~Pursuant to ~~October~~Accounting ~~22,~~Standards ~~2009~~Codification ~~we and our wholly-owned subsidiary were~~ (“~~shell companies~~ASC” ~~and~~) ~~conducted~~805-10-55-11 nothrough ~~business~~55-15, ~~operations~~the ~~and~~merger ~~did not own~~ or ~~lease any real estate or other property. Our activities during this time~~acquisition ~~were~~of ~~limited~~a toprivate ~~our~~operating ~~organization,~~company ~~the~~into ~~preparation~~a ~~and~~non-operating ~~filing~~public shell with ~~the~~nominal ~~SEC~~assets ofis considered a ~~Registration~~capital ~~Statement~~transaction onin ~~Form S-4 and other matters~~substance ~~related~~rather tothan ~~the~~a ~~Merger.~~business ~~To date, we have not generated any revenue~~combination.

The Mergers are expected to be consummated in the second fiscal quarter of 2015, after the fulfillment of certain closing conditions set forth in the Merger Agreement.

In the event the Mergers are not consummated, our plan will be to seek, investigate, and if such investigation warrants, acquire one or more operating businesses desiring the perceived advantages of a publicly held corporation. We will not restrict our search to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or nature.

Results of Operations

For the three months ended ~~September~~March 3031, ~~2014,~~ 2015, we had a net loss of $36181,~~098~~041. ~~Our~~We ~~general~~did ~~and~~not ~~administrative~~generate any revenues during this period. Our operating expenses of $58202,~~783~~209 for the three months ended ~~September~~March 3031, ~~2014~~ 2015 consisted primarily of legal, accounting and consulting fees, ~~payroll~~ and ~~employee related expenses, and~~ other general corporate ~~and~~ and administrative expenses of $760,~~611~~674, $3091,~~259~~825, ($~~588)~~4,207 and $2145,~~501~~503, respectively.

9For the three months ended March 31, 2014, we had a net loss of $65,749. We did not generate any revenues during this period. Our operating expenses of $85,117 for the three months ended March 31, 2014 consisted primarily of legal, accounting and consulting fees and other general corporate and administrative expenses of $6,193, $58,139, $4,156 and $16,629, respectively.

For the three months ended ~~September~~March 3031, ~~2013,~~ 2015, we had aother ~~net~~income, ~~loss of $62~~net,~~707.~~ ~~Our general and administrative expenses~~ of $6222,~~318~~438 ~~for three months ended June 30, 2013 consisted primarily of legal, accounting and consulting fees, payroll and employee~~ related ~~expenses,~~to ~~and~~interest ~~other~~income ~~general~~on ~~corporate~~notes ~~and administrative expenses of $5,713, $19,324, $17,622, and $19,659, respectively~~receivable.

For the ~~nine~~three months ended ~~September~~March 3031, 2014, we had aother ~~net~~income, ~~loss of $148~~net,~~782.~~ ~~Our general and administrative expenses~~ of $~~213~~20,~~165~~638 ~~for~~related ~~nine~~to ~~months~~interest ~~ended~~income ~~September~~on ~~30,~~notes ~~2014 consisted~~receivable ~~primarily of legal, accounting~~ and ~~consulting~~note ~~fees,~~payable ~~payroll~~interest ~~and~~expense ~~employee~~ related ~~expenses, and other general corporate~~to ~~and~~a ~~administrative expenses of $16,854, $120,316, $8,624, and $67,371, respectively~~tractor.

For the nine months ended September 30, 2013, we had a net loss of $201,105. Our general and administrative expenses of $199,747 for nine months ended September 30, 2013 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $8,258, $104,871, $29,567, and $57,051, respectively.

For the three months ended September 30, 2014, we had other income (expense), net, of $22,685 related to of interest income on notes receivable. During the three months ended September 30, 2013, we incurred interest expense related to the tractor of $76.

For the nine months ended September 30, 2014, we had other income (expense), net, of $65,653 consisting of $65,837 of interest income on notes receivable offset by $184 note payable interest expense related to a tractor. During the nine months ended September 30, 2013, we incurred interest expense related to the tractor of $405.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2014~~2015, we had $~~213~~190,~~512 of~~170 of cash and working capital of $1263,~~770,124~~256. The Company believes that it has sufficient liquidity to meet its operating requirements for the next twelve months.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or acquired any non-financial assets.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the condensed consolidated financial statements. However certain accounting policies are particularly important to the portrayal of financial position and results of operations and require the application of significant judgments by management. In applying those policies, management used its judgment to determine the appropriate assumptions to be used in determination of certain estimates. Our accounting policy will be to use estimates based on terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate.

See Recent Accounting Pronouncements in Note 1 to the condensed consolidated financial statements in Item 1.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file with the SEC is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized ~~and~~ and reported within the time periods specified in the SEC’s rules and forms. As required by Rules 13a-15 and 15d-15 under ~~the~~ the Exchange Act, our chief executive officer and treasurer (our principal executive and principal financial and accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~September~~March 3031, ~~2014~~2015.

10Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2015.

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of September 30, 2014.

Changes in Internal Control over Financial Reporting

There have been 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.

PART II

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

~~The~~Please ~~Company~~see isNote ~~not~~4 ~~currently~~to ~~involved~~our ~~in any~~unaudited ~~litigation~~notes ~~which~~to itfinancial ~~believes~~statements ~~could~~appearing ~~have~~elsewhere ain ~~materially~~this ~~adverse~~Quarterly Report ~~effect~~ on ~~its~~Form ~~financial~~10-Q ~~conditions~~for orinformation ~~results~~on oflegal ~~operations~~proceedings related to the Company.

ITEM 6.

EXHIBITS

(a)

Exhibits:

31	Section 302 Certification by CEO
32	Section 906 Certification by CEO
101	Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2014, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders' Equity, (iv) Condensed Consolidated Statement of Cash Flows and (v) Notes to Unaudited Condensed Consolidated Financial Statements, as blocks of text and in detail.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

Section 302 Certification by CEO

1132 Section 906 Certification by CEO

101

Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2015, formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders' Equity, (iv) Condensed Consolidated Statement of Cash Flows and (v) Notes to Unaudited Condensed Consolidated Financial Statements, as blocks of text and in detail.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~November~~May 713, ~~2014~~2015

	CULLEN AGRICULTURAL HOLDING CORP.

	/s/ Paul N. Vassilakos
	Paul N. Vassilakos
	Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

1214

Filing Compare · Cullen Agricultural Holding Corp