UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April ~~August 19~~5, ~~2010~~2011

FARRALLON, INC. ~~(Exact name of registrant as specified in its charter)~~

Nevada	000-53102	26-1469891
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
14908 Oxford Hollow, Huntersville, NC		28078
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (704) 948-1183

Nevada

000-53102

26-1469891

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

271 Serenity Place, Newport, Virginia 24128

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (540) 641-0159

14908 Oxford Hollow, Huntersville, NC 28078

(Former name or former address, if changed since last report.)

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

o[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

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

Item 4 3.~~01.~~02 ~~Changes~~Unregistered inSales ~~Registrant’s~~of ~~Certifying~~Equity ~~Accountant~~Securities.

~~Effective August~~On 19April 8, ~~2010~~2011, ~~the client-auditor relationship between~~ Farrallon, Inc. (the ~~"Company"~~“Registrant”) ~~and~~sold ~~Traci J. Anderson~~450,000 ~~CPA~~shares ~~(the~~of ~~"Former~~common ~~Auditor")~~stock ~~was~~to ~~terminated~~Hope ~~upon the~~Medical ~~dismissal~~LLC offor ~~the~~an ~~Former~~aggregate ~~Auditor~~price asof ~~the~~$45 ~~Company’s~~(equal ~~independent~~to ~~registered accounting firm. Effective August 19, 2010,~~ the ~~Company engaged~~par ~~Bongiovanni~~value &per ~~Associates, CPA’s ("B&A"~~share) aspursuant ~~its principal independent public accountant~~ to ~~audit~~ the ~~Company's~~exemption ~~financial~~from ~~statements~~registration ~~for~~afforded ~~the~~by ~~year ending~~Section ~~December~~4(2) ~~31,~~under ~~2010. The decision to change accountants was recommended and approved by~~ the ~~Company's~~Securities ~~Board~~Act of ~~Directors~~1933, ~~effective~~as ~~August~~amended ~~19,~~(the ~~2010,~~“Securities ~~and~~Act”). ~~was~~The ~~necessitated~~Registrant assold ~~a result of~~ the ~~revocation~~shares ofto ~~the~~Hope ~~registration of~~in ~~the~~connection ~~Former~~with ~~Auditors by~~ the ~~Public~~change ~~Company~~in ~~Accounting~~control ~~Oversight Board (“PCAOB”) because~~ of ~~deficiencies in~~ the ~~conduct~~Registrant described ofin ~~certain~~Item of5.01, ~~its audits and procedures~~below.

~~The Former~~Item ~~Auditor's~~4.02 ~~reports~~Non-Reliance on ~~the~~Previously ~~financial~~Issued ~~statements~~Financial ofStatements ~~the Company for the years ended December 31, 2009 and 2008, did not contain any adverse opinion~~ or ~~disclaimer~~ ofa ~~opinion~~Related ~~and~~Audit ~~was~~Report ~~not qualified~~ or ~~modified~~Completed asInterim ~~to uncertainty, audit scope or accounting principles~~Review.

~~The~~On ~~reports~~April of5, 2010, the ~~Former~~board ~~Auditor~~of ondirectors of Farrallon, Inc. (“we,” “us” or the “Company’s”), after discussion with our independent registered public accounting firm, concluded that the previously issued financial statements ascontained ofin ~~and~~our ~~for~~Annual Report on Form 10-K for the ~~years~~year ended December 31, 2009 ~~and~~(“2009 ~~December~~10-K”) ~~31,~~should ~~2008,~~no ~~contained~~longer anbe ~~explanatory~~relied ~~paragraph~~upon ~~which~~because ~~noted~~of ~~that there~~errors ~~was~~in ~~substantial~~those ~~doubt~~financial statements, asand tothat the Company’s ~~ability~~would torestate ~~continue~~the asfinancial astatements ~~going~~(the “Restated 2009 Financial Statements”) ~~concern~~contained in the 2009 10-K to make the necessary accounting corrections and adjustments.

~~During the~~As ~~years~~a ~~ended December 31~~result, ~~2009~~in ~~and~~our ~~2008~~Annual ~~and~~Report inon ~~the~~Form ~~subsequent interim periods~~10-K ~~through~~for the ~~date~~year ~~the~~ended ~~relationship with the Former Auditor concluded~~December 31, ~~there~~2010 ~~were no disagreements between~~ (the ~~Former~~“2010 ~~Auditor and the Company on a matter of accounting principles or practices~~10-K”), ~~financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to~~ the ~~satisfaction of the Former Auditor would have caused the Former Auditor to make reference to the subject matter of the disagreement in connection with its report on the~~ Company~~'s financial statements.~~:

There have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the years ended December 31, 2009 and 2008 or in any subsequent interim periods through the date the relationship with the Former Auditor ceased.

(a)	restated its balance sheet as of December 31, 2009 and its statement of operations and statement of cash flows for the year ended December 31, 2009;
(b)	amended its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the year ended December 31, 2009; and

~~The Company~~Background ~~has authorized the Former Auditor to respond fully to any inquiries~~ of ~~the~~ ~~Company's new audit firm, B&A, relating to its engagement as~~ the ~~Company's~~ independent accountant. The Company has requested that the Former Auditor review the disclosure contained in this Report and the Former Auditor has been given an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respect in which it does not agree with the statements made by the Company herein. The Company will file such letter with the Securities and Exchange Commission (the "Commission") as an exhibit to an amendment to this Current Report on Form 8-K/A within two days of receiving it but no later than ten days after the filing of this Report.Restatement

The ~~Company~~ ~~has~~restated not previously consulted with B&A regarding either (i) the application of accounting principles to a specific completed or contemplated transaction; (ii) the type of audit opinion that might be rendered on the Company's financial statements; orcorrect ~~(iii) a reportable event (as provided in Item 304(a)(1)(v) of Regulation S-K) during~~ the ~~years ended December 31, 2009 and~~ ~~December~~following 31, 2008, and any later interim period, including the interim period up to and including the date the relationship with the Former Auditor ceased. B&A has reviewed the disclosure required by Item 304 (a) before it was filed with the Commission and has been provided an opportunity to furnish the Company with a letter addressed to the Commission containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company in response to Item 304 (a). B&A has elected not furnish a letter to the Commission.errors:

~~Item 9.01. Financial~~Failure ~~Statements~~to ~~and~~correctly ~~Exhibits~~record loan made to the Company.

~~(d) Exhibits.~~ The ~~following~~ ~~exhibit~~Company is a “blank check” shell company that was organized in November 2007 to investigate and acquire a target company or business seeking the perceived advantages of being ~~filed~~a ~~herewith~~publicly ~~this~~held corporation. ~~Current~~The ~~Report~~Company has not engaged in any operations or generated any revenue since its inception, has no full-time employees and does not own or lease any property. Since its inception, the Company has relied on ~~Form~~loans from its stockholders to fund its ~~8-K~~costs and expenses which comprise costs incurred in investigating target businesses with which to consummate a business combination and professional and other fees it incurs in connection with satisfying its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s principals extend loans periodically as necessary to fund costs and expenses as they arise.

~~16.1 Letter~~During the first quarter of 2009, the Company received a loan from ~~Traci~~an Jaffiliate in the amount of $1,600. ~~Anderson~~The Company issued a promissory note evidencing the loan in favor of the lender that was subject to interest at the ~~Securities~~rate ~~and~~of 8% per year (“Note”). The Company utilized the proceeds of the loan to pay fees incurred in connection with the preparation of Exchange ~~Commission~~Act ~~dated~~reports, ~~August~~which payments were duly recorded as expenses 19of the Company in the second quarter. In the fourth quarter of 2009, ~~2010~~the Company erroneously recorded in its financial statements the principal amount of the loan for a second time. Accordingly, the Company failed to properly record the loan as of the end of the quarter in which it was received or in any quarter thereafter (until the restatement) or the interest accrued thereon.

~~SIGNATURES~~By agreement dated April 8, 2011, the lender, who is the holder of the Note, cancelled the Note and forgave all amounts due thereunder and under all other promissory notes issued to him by the Company since inception.

~~Pursuant to~~The ~~the~~effect ~~requirements~~ of correcting the ~~Securities~~error ~~Exchange~~has ~~Act~~been recorded ofon ~~1934,~~ the ~~registrant~~applicable ~~has duly~~statements ~~caused~~in ~~this~~the ~~report~~Restated to2009 beFinancial ~~signed~~Statements oncontained ~~its~~in ~~behalf by~~ the ~~undersigned~~2010 ~~hereunto duly authorized.~~10-K

	FARRALLON, INC.
Date: August 20, 2010	By:	/s/ Bryan Arthur.
		Bryan Arthur, President

Management of the Company has determined that the failure to record the loan and interest accrued thereon on our balance sheet at December 31, 2009 and in our statement of cash flows and statement of operations for the year ended December 31, 2009 demonstrates material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting, as more fully described below.

Failure to report outstanding accounts payable as a liability.

During the third and fourth quarters of 2009, we incurred certain professional fees in connection with the preparation of our report under the Exchange Act in the amount of $3,200. We failed to record the outstanding accounts payable as liabilities on our balance sheet at December 31, 2009 and in our statement of cash flows and statement of operations for the year ended December 31, 2009.

The effect of correcting the error has been recorded on the applicable statements in the Restated 2009 Financial Statements contained in the 2010 10-K

Management of the Company has determined that our failure to record the accounts payable as liabilities on our on our balance sheet at December 31, 2009 and in our statement of cash flows and statement of operations for the year ended December 31, 2009 demonstrates material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting, as more fully described below.

As a consequence of the errors in our financial statements, our management has concluded that we have material weaknesses in our internal control over financial reporting.

Effects of the Restatement

The restatement of the 2009 financial statements affected our audited balance sheet as of December 31, 2009 and our audited statement of operations and audited statement of cash flows for the year ended December 31, 2009. Specifically, on the balance sheet, the line item “Note Payable to Related Party” was corrected from $21,837 to $20,337, the line item “Accrued Interest” was corrected from $1,664 to $2,190 and the line item “Accounts Payable” was corrected from $0 to $3,200. The net effect of the adjustments was to increase the Total Liabilities by $2,226. On the Statement of Operations, professional fees were adjusted from $4,000 to $6,700 and interest expense was adjusted from $1,191 to $1,394. The net effect of the adjustments was an increase in the net loss for the year by $2,903. Details of each line item in the balance sheet and the affected statements is set forth below.

The adjustments made as a result of the restatement are discussed in Note I “Correction of Errors and Restatements” of the Notes to Financial Statements contained in the 2010 Form 10-K which includes each line item from the audited balance sheet as of December 31, 2009 and the statement of operations and statement of cash flows for the year ended December 31, 2009 that were affected by the restatement and the amount of the change.

Management of the Company has determined that the errors in the 2009 financial statements contained in the 2009 10-K demonstrate material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting. A description of control deficiencies identified by management as a result of our internal reviews and management’s plan to remediate those deficiencies are described below and in the 2010 Form 10-K under Part II – Item 9A. Controls and Procedures.

Material Weaknesses in Internal Control Over Financial Reporting

Management has concluded that, as of December 31, 2010, as a result of our failure to record basic ongoing expenses and liabilities, the Company’s disclosure controls and procedures were ineffective at the reasonable assurance level and the Company’s internal controls over financial reporting were ineffective based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, for the following reasons:

1.	We did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
2.	We did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
3.	We did not maintain effective controls over financial reporting. Specifically, controls were not designed and in place to ensure that the financial impact of certain complex equity transactions were appropriately and correctly reported. The transactions were identified by the auditors and calculated and reported correctly as of December 31, 2010.
4.	There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.

Item 5.01 Changes in Control of Registrant.

On April 8, 2011, the Registrant, Bryan Arthur, the sole officer and director of the Registrant as of said date, DYP Enterprises LLC, which is wholly owned by Mr. Arthur (“DYP”), and Hope Medical LLC (“Hope”) entered into an agreement whereby:

·	DYP, the sole owner of all of the outstanding shares of common stock of the Registrant, sold all of its shares common stock to Hope in consideration of the issuance by Hope to Mr. Arthur of membership interests in Hope equal to 20% of the total membership interests in Hope outstanding after giving effect to such issuance;
·	Mr. Arthur and DYP forgave all amounts due to them under certain promissory notes issued by the Registrant in the principal amount of $24,790 and cancelled said promissory notes;
·	Mr. Arthur resigned as the president of the Registrant, effective as of April 12, 2011;
·	the board of directors amended the bylaws to increase the number of authorized directors of the Registrant to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby, effective April 12, 2011;
·	the board of directors appointed Eric Besenyei to serve as the president of the Registrant, effective April 12, 2011;
·	the Registrant sold 450,000 shares of common stock to Hope for an aggregate purchase price of $45;
·	Hope agreed to pay all costs and expenses of any kind or nature incurred by the Registrant in connection with its operations;
·	Hope agreed to cause the timely filing of all reports the Registrant is required to file under the Exchange Act and to pay all costs and expenses in connection with such filing; and
·	Hope agreed to diligently pursue the Registrant’s business plan of identifying and merging with or acquiring a target company.

The transactions consummated by the agreement resulted in a change in control of the Registrant.

In connection with its acquisition of 450,000 shares of common stock for an aggregate price of $45, Hope utilized cash provided by its members as of the date of the agreement. After giving effect to the transactions consummated by the agreement, Hope:

·	owns all of the outstanding shares of the Registrant’s common stock; and
·	is owned by Monica Keith, Julia Jacquelyn Alexander, Eric Besenyei , Thomas Hurley, James Reilly and Bryan Arthur and no member beneficially owns or controls a majority of the outstanding interests in Hope.

After giving effect to the change in control, the address of the Company’s principal offices will be 271 Serenity Place, Newport, Virginia 24128, and telephone number will be (540) 641-0159.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the agreement among the Registrant Mr. Arthur, DYP and Hope, described under Item 5.01, above:

·	Mr. Arthur resigned as the president of the Registrant, effective as of April 12, 2011;
·	the board of directors amended the bylaws to increase the number of authorized directors of the Registrant to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby; and
·	the board of directors appointed Eric Besenyei, a member of Hope, to serve as the president of the Registrant.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the agreement described in Item 5.01, above, the board of directors amended the bylaws to increase the number of authorized directors of the Registrant to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby.

Item 8.01. Other Events.

On January 18, 2011, the Registrant entered into an agreement with Forest Garvin, Garvin Strategic Capital, LLC (“GSC”) and Garvin Investments, LLC (“GIL”), each of which is wholly owned by Mr. Garvin, whereby they:

·	returned to the treasury of the Registrant for cancellation all shares of common stock of the Registrant owned by them (450,000 shares in the aggregate); and
·	forgave all amounts due or which may be due to any of them under certain promissory notes issued by the Registrant in the principal amount of $4,000 and cancelled said promissory notes.

In consideration of the agreements by Mr. Garvin, GSC and GIL, the Registrant agreed not to pursue any action or claim against them for failing to contribute cash to fund the Registrant’s operations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K

Exhibit No.	Description
99.1	Agreement dated April 8, 2011, among Bryan Arthur, DYP Enterprises LLC and Hope Medical LLC relating to the return of sale by DYP of shares of stock to Hope and the cancellation of outstanding promissory notes due to Mr. Arthur and DYP.
99.2	Agreement dated January 18, 2011, among the registrant, Forest Garvin, Garvin Strategic Capital, LLC and Garvin Investments, LLC, each of which is wholly owned by Mr. Garvin, relating to the return of shares of stock to the company and the cancellation of

SIGNATURES

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.

		FARRALLON, INC.

Date: April 11, 2011	By:	/s/ Bryan Arthur.
	Title:	Bryan Arthur, President

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