UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

ýX ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, ~~2011~~2012

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 000-53139

TRYON ALPHA, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-1530805
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

127 North Tryon Street, Suite 307, Charlotte, North Carolina 28202

(Address of registrant's principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (704) 372-2218

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £Yes SNo

~~Yes~~Indicate by ýcheck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. £ YesS No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 Yes ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

~~ý Yes~~S  Yes£ 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 ~~S Yes£ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements ~~incorporated~~ incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 ýS (Do not check if a smaller reporting company)

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

~~The aggregate market value~~S ~~of voting and non-voting common equity held by non-affiliates as of July 8, 2011 was approximately $ -0- .~~Yes£ No

AtThe ~~July~~aggregate market 8,value ~~2011~~of ~~there~~voting ~~were 1,000,000~~and ~~shares~~non-voting common equity held by non-affiliates as of ~~common~~July ~~stock~~11, ~~outstanding~~2012 was approximately $0.

At July 11, 2012 there were 1,500,000 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

~~EXPLANATORY NOTE~~(1)

Restatement of 2010 Financial Statements

On July 1, 2011, the board of directors of Tryon Alpha, Inc. (“we,” “us” or the “Company”), after discussion with our independent registered public accounting firm, concluded that the previously issued financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2010 (“2010 10-K”) should no longer be relied upon because of errors in those financial statements, and that the Company would restate the financial statements contained in the 2011 10-K to, among other things, make the necessary accounting corrections and adjustments (the “Restated 2010 Financial Statements”).

We are restating our financial statements for the year ended March 31, 2010 because we erroneously recorded certain ordinary business expenses as a loan when they should have been recorded as accounts payable. The errors affected our audited balance sheet as of March 31, 2010 and our audited statement of operations for the year ended March 31, 2010.

As a result, in this Annual Report on Form 10-K for the year ending March 31, 2011, the Company:

(a)	restates its balance sheet as of March 31, 2010 and its statement of operations for the year ended March 31, 2010; and
(b)	amends its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the year ended March 31, 2010.

A discussion of the restatement is set forth in Part II – Item 7. Management’s Discussion and Analysis of Financial Statements and Results of Operations. The adjustments made to the affected line items in the balance sheet and statement of operation as a result of the restatement and the amount of the changes are discussed in Note J “Correction of Errors and Restatements” of the Notes to Financial Statements included in this Annual Report on Form 10-K.

Management of the Company has determined that the errors in the 2010 financial statements contained in the 2010 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 is described in Part II – Item 9A. “Controls and Procedures.”

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

PART I			Page
Item 1. Description of Business			1
Item 1A. Risk Factors			5
Item 1B. Unresolved Staff Comments			12
Item 2. Properties			12
Item 3. Legal Proceedings			12
Item 4. Reserved			12
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			12
Item 6. Selected Financial Data			13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			15
Item 8. Financial Statements and Supplementary Data			15
Item 9. Charges in and Disagreements With Accountants on Accounting and Financial Disclosure			17
Item 9A. Controls and Procedures			17
Item 9B. Other Information			18
PART III
Item 10. Directors, Executive Officers and Corporate Governance			19
Item 11. Executive Compensation			19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			20
Item 13. Certain Relationship of Related Transactions, and Director Independence			20
Item 14. Principal Accounting Fees and Services			21
PART IV
Item 15. Exhibits, Financial Statement Schedules			21
Signatures			22

This Annual Report on Form 10-K and the documents incorporated by reference into the Annual Report on Form 10-K include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to, our being a development stage company with no operating history; our lack of funding; the inexperience of our management with respect to our business plan; our potential inability to consummate a business combination with an operating company that is generating revenues; the possibility that our company may never generate revenues; unknown risks that may attend to a business with which we consummate a business combination; our personnel allocating her time to other businesses and potentially having conflicts of interest with our business; the ownership of our securities being concentrated, and those other risks and uncertainties detailed herein and in the Company’s filings with the Securities and Exchange Commission.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated by reference into the Annual Report on Form 10-K include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to, our being a development stage company with no operating history; our lack of funding; the inexperience of our management with respect to our business plan; our potential inability to consummate a business combination with an operating company that is generating revenues; the possibility that our company may never generate revenues; unknown risks that may attend to a business with which we consummate a business combination; our personnel allocating his time to other businesses and potentially having conflicts of interest with our business; the ownership of our securities being concentrated, and those other risks and uncertainties detailed herein and in the Company’s filings with the Securities and Exchange Commission. In addition, the Company’s views about the restatement of our historical financial statements and the effectiveness of our remediation of material weaknesses in our controls also constitute “forward-looking statements.”

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form 10-K. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in “Risk Factors.” The forward-looking events we discuss in this Annual Report on Form 10-K speak only as of the date of such statement and might not occur in light of these risks, uncertainties and assumptions. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I

~~Item 1. Description of Business~~Overview

~~General~~Tryon Alpha, Inc. (“we,” “us,” the “Company” or like terms) was incorporated in the State of Nevada on December 3, 2007. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target Business”) which desires to utilize our status as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since inception, our business operations have comprised attending to organizational matters, registering our class of common stock under the Exchange Act, satisfying our reporting obligations under the Exchange Act and identifying and evaluating potential Target Businesses. We have not generated any revenue, have no full-time employees and do not own or lease any property. To date, we have funded our operations from the proceeds of loans from our stockholder.

~~Tryon Alpha,~~Based ~~Inc.~~on ~~(“we,”~~our ~~“us~~business activities,” the “Company” oris ~~like~~a ~~terms)~~“shell ~~was~~company” ~~incorporated~~as indefined under the ~~State~~Exchange ofAct ~~Nevada~~because ~~on December~~we 3,have ~~2007.~~no operations Weand ~~were~~nominal ~~organized~~assets toconsisting ~~serve~~solely asof acash ~~vehicle~~and/or ~~for~~cash aequivalents. ~~business~~Because ~~combination~~we ~~through~~are a ~~capital~~“shell ~~stock exchange, merger,~~company” ~~asset~~and ~~acquisition~~the orTarget ~~other~~Business ~~similar~~with ~~business~~which ~~combination~~we (consummate a “Business Combination”) ~~with~~likely anwill ~~operating~~be orinvolved ~~development stage~~in business ~~(the~~operations ~~“Target~~at ~~Business”)~~the time ~~which~~of ~~desires~~the totransaction, ~~utilize~~the ~~our~~transaction ~~status~~we asenter ainto ~~reporting~~with such company ~~under~~would ~~the~~be ~~Securities Exchange~~referred ~~Act~~to ~~of 1934,~~ as ~~amended~~a ~~(the~~ “~~Exchange~~reverse ~~Act~~acquisition”). or ~~Since~~“reverse ~~inception,~~merger” ~~our~~for ~~business~~accounting ~~operations~~purposes. ~~have~~We ~~comprised~~are ~~attending to~~also ~~organizational~~a ~~matters,~~“blank ~~registering~~check” ~~our~~company ~~class~~as ofdefined ~~common stock~~ under the Exchange Act, ~~satisfying~~because ~~our~~we ~~reporting~~are ~~obligations under~~a ~~the~~development ~~Exchange~~stage ~~Act~~company ~~and~~that ~~identifying~~is ~~and~~issuing ~~evaluating~~a ~~potential~~“penny ~~Target~~stock” ~~Businesses.~~(as Wedefined ~~have~~under ~~not~~the ~~generated~~Exchange Act) ~~any~~and ~~revenue,~~ have no ~~full-time~~ ~~employees~~specific ~~and~~business doplan ~~not~~or ~~own~~purpose orother ~~lease~~than ~~any~~to ~~property.~~merge ~~Our~~with ~~sole~~an ~~officer~~unidentified ~~and~~company ~~director~~or ~~has~~companies. ~~never~~Many ~~served~~states have asenacted anstatutes, ~~officer~~rules orand ~~director of~~regulations alimiting ~~development~~the ~~stage~~sale ~~public~~of ~~company~~securities ~~with~~of ~~the~~blank ~~purpose~~check ofcompanies ~~acquiring~~in atheir ~~Target~~respective ~~Business~~jurisdictions.

~~The Company is~~As amore ~~“shell~~fully ~~company”~~described ~~which is defined~~ under ~~Rule~~Item ~~12b-2~~5, of“Market ~~the~~for ~~Exchange~~Registrant’s ~~Act~~Common asEquity, aRelated ~~company~~Stockholder ~~which~~Matters ~~has (i) no or nominal operations;~~ and ~~(ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting~~Issuer ofPurchases ~~any amount~~ of ~~cash~~Equity ~~and~~Securities,” ~~cash~~because ~~equivalents and nominal other assets. Because~~ we are a shell company, ~~the~~our ~~Business~~stockholders ~~Combination we~~are ~~enter~~not ~~into~~entitled ~~with a Target Business will be deemed for accounting purposes~~ to berely ~~a “reverse acquisition” or “reverse merger.” In addition, based~~ on ~~its~~Rule ~~proposed~~144 ~~business activities, the Company is a “blank check company.” The Securities and Exchange Commission (“SEC”) defines those companies~~ as ~~a development stage company that is issuing~~ aan ~~penny~~exemption ~~stock,~~from asthe ~~defined~~registration inrequirements ~~Rule 3a51-1~~ of the ~~Exchange~~Securities Act ~~and~~in ~~that~~connection ~~has~~with nothe ~~specific~~resale ~~business~~of ~~plan~~their orsecurities ~~purpose, or has indicated~~prior ~~that its business plan is~~ to ~~merge~~any ~~with~~Business anCombination ~~unidentified~~and ~~company~~are orsubject ~~companies.~~to ~~Many~~additional ~~states~~limitations ~~have~~as ~~enacted~~to ~~laws limiting~~ the ~~sale of~~use ~~securities~~ of ~~“blank~~Rule ~~check”~~144 ~~companies~~to inresell their ~~respective~~securities ~~jurisdictions~~after a Business Combination.

~~As more fully~~Management ~~described~~does ~~under~~not ~~Item~~intend 5,to ~~“Market~~undertake ~~for~~any ~~Registrant’s~~efforts ~~Common~~to ~~Equity,~~cause ~~Related~~a ~~Stockholder~~market ~~Matters~~to ~~and~~develop ~~Issuer~~in ~~Purchases~~our ~~of Equity Securities~~securities,” ~~because~~either wedebt ~~are~~or aequity. ~~shell~~Any ~~company,~~effort ~~our stockholders are not entitled~~ to ~~rely on the provisions of Rule~~ ~~144~~develop asa anmarket ~~exemption from the registration requirements of the Securities Act~~ in ~~connection~~our ~~with the resale of their~~ securities ~~prior~~ towill ~~any~~be ~~Business~~in ~~Combination and are subject to additional limitations as to~~ the ~~use~~discretion of ~~Rule~~management ~~144 to resell their securities~~ after a Business Combination.

~~Management does~~We will not ~~intend~~engage toin ~~undertake~~ any ~~efforts~~substantive tocommercial ~~cause~~business aor ~~market~~revenue togenerating ~~develop~~operations inunless ~~our~~and ~~securities,~~until ~~either~~we ~~debt~~consummate ora ~~equity,~~Business Combination. ~~until~~We currently are identifying and evaluating Target Businesses but we do not have ~~successfully~~any specific Business Combination ~~concluded~~under consideration. Our efforts to identify a ~~business~~prospective ~~combination,~~Target ~~and~~Business ~~then~~will ~~only~~not inbe limited to a particular industry or geographic location. We will seek to consummate the ~~discretion~~transaction ofwhich ~~management~~is ofmost ~~our~~attractive ~~Business~~and ~~Combination~~provides ~~partner~~the greatest opportunity for creating securityholder value. The ~~Company~~determination of which opportunity is the most attractive will be based on our analysis of a variety ~~intends~~of tofactors, ~~comply~~including ~~with~~whether the ~~periodic~~transaction ~~reporting~~would ~~requirements~~be in the best interests of our securityholders, the ~~Exchange~~terms ~~Act~~of ~~for~~the sotransaction and ~~long~~the asperceived wequality ~~are~~of ~~subject~~the tobusiness ~~those~~of ~~requirements~~the Target Business, among other factors.

We ~~anticipate~~ anticipate that the selection of a Target Business will be complex and extremely risky and we ~~may~~cannot ~~never~~assure ~~consummate~~you that we will be successful in concluding a Business Combination. Our ~~current~~ lack of financial ~~condition~~and personnel resources may negatively impact our ability to consummate a Business Combination or cause us to discontinue operations before we enter such a transaction. AsIn ~~of the date of this report~~addition, ~~we are not generating any revenue and at March 31,~~our ~~2011,~~sole weofficer ~~had~~has nonever ~~cash~~served ~~or other assets, total liabilities of $34,303 and losses of $34,403. Over the next twelve months, we will incur costs and expenses~~ in ~~connection~~any ~~with~~capacity ~~the preparation and filing of reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur in connection~~ with ~~entering into~~ a ~~Business~~company ~~Combination.~~having ~~These~~a ~~costs~~business ~~are~~purpose ~~hard to quantify given the multitude of variables associated with~~ such ~~activities.~~as ~~Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business~~ours, ifwhich ~~ever.~~may ~~Our~~negatively ~~cash~~impact ~~on hand will not be sufficient to cover~~ our ~~operating~~ability ~~costs over the next twelve months. Though our stockholders have advised us of their present intention~~ to ~~fund~~conclude ~~our~~a ~~costs and expenses going forward through loans or further investment in the Company, there is no written agreement binding them to do so~~transaction.

We ~~cannot assure~~ ~~you that we~~ will ~~be successful in concluding a Business Combination. We will~~ not realize any revenues or generate any income unless and until we ~~successfully~~conclude ~~merge~~a ~~with~~Business orCombination ~~acquire~~with an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.

(13)

~~Table of Contents~~Our Business

Affecting a Business Combination

General.

A Business Combination may involve the acquisition of, or merger with, a company ~~that~~which desires to have a class of securities registered under the Exchange Act, while avoiding what its management may deem to be the adverse consequences of undertaking a public offering itself. These include time delays, significant ~~expense~~expenses, possible loss of voting control ~~by the target's existing management through dilution of their ownership position~~ and compliance with various rigorous federal and state securities laws. As more fully described below under the heading “Form of acquisition; Opportunity for stockholder approval,” the proposed structure of a Business Combination may not require that we seek stockholder approval for the transaction and holders of our common stock may not have the opportunity to vote upon a proposed Business Combination.

~~Search~~Our management has not developed a specific plan or process for identifying a ~~target;~~Target ~~Sources~~Business ofor effectuating a Business Transaction. Our business is predicated upon relationships built by management and the ongoing effort to develop new contacts through which our management may be introduced to prospective Target Businesses. Moreover, given the wide ranging variables inherent in our business, management cannot predict when we will effectuate a Business Transaction, if ever, or the amount of capital we will require for such purpose.

~~We are currently~~Search infor ~~the~~a ~~process of identifying and evaluating potential Target Businesses~~target. ~~As described below, our management has broad discretion with respect to identifying and selecting prospective Target Businesses.~~

WeAs of ~~intend~~the todate this Report, we have not entered into any definitive agreement with any party, nor have there been any specific discussions ~~source~~with ~~our~~any ~~target~~potential business combination candidate regarding business opportunities ~~from~~for ~~various~~us. We ~~internal~~are currently in the process of identifying and ~~external~~evaluating ~~sources.~~potential Target ~~candidates~~Businesses. ~~have~~As ~~been~~described below, ~~and~~our management has broad discretion with respect to selecting prospective acquisition candidates. At such time as we ~~anticipate~~affect a Business Combination, if ever, we will be ~~continue~~impacted by numerous risks inherent in the business and operations of the Target Business. The risks attendant to bethe Target Business may include risks typical of a financially unstable company or an entity in its early stage of development or growth, ~~brought~~including entities towithout established records of sales or earnings. Although our ~~attention~~management ~~from~~will ~~affiliated~~endeavor ~~and~~to ~~unaffiliated~~evaluate ~~sources~~the risks inherent in a particular target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

~~We believe that~~Sources we will be able to identify target opportunities from internal sources primarily resulting from personal contacts and relationships that our management and shareholders and their affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors, as a result of ~~formal~~Target ~~or informal inquiries or discussions they may have, as well as attending trade shows or conventions~~Businesses. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in connection with the consummation of a Business Combination.

~~Target Business~~We ~~candidates~~intend ~~may be brought~~ to source our ~~attention~~target byopportunities ~~unaffiliated~~from ~~sources~~various asinternal aand ~~result~~external ~~of being solicited by us through calls or mailings~~sources. ~~These~~ ~~sources may also introduce us to~~ Target Business candidates ~~in which they believe we~~ may ~~have~~be ~~an interest. In addition,~~brought weto ~~may~~our ~~retain~~attention ~~the~~from ~~services~~affiliated ofand ~~agents~~unaffiliated orsources. ~~other~~Our ~~representatives~~management tomay ~~identify~~tap orpersonal ~~locate~~contacts ~~suitable~~and ~~targets~~relationships onthey ~~our behalf, though we~~and ~~have~~their ~~not~~affiliates ~~engaged any such persons to date. We~~ have ~~not~~developed ~~adopted~~and ~~any~~maintain ~~policies~~ with ~~respect~~various toprofessionals, ~~utilizing~~including ~~the~~accountants, ~~services~~consultants, ofbankers, ~~consultants~~attorneys orand other advisors. toIn ~~assist~~addition, inmanagement ~~the~~may ~~identification~~initiate offormal aor ~~Target~~informal ~~Business,~~inquiries or ~~the~~attend ~~terms~~trade ofshows ~~such~~or ~~service, including the amount and form of fees that we may pay them~~conventions.

Target Business candidates may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to Target Business candidates in which they believe we may have an interest. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though we have not engaged any such persons, to date. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a Target Business, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service or the amount of fees we may pay to them. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.

Selection criteria for a Target Business.

We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. In evaluating a prospective Target Business, our management will consider, among other factors, the following:

·		financial condition and results of operation;
·		growth potential;
·		experience and skill of management and availability of additional personnel;
·		capital requirements;
·		competitive position;
·		barriers to entry in the industry;
·		stage of development of the products, processes or services;
·		degree of current or potential market acceptance of the products, processes or services;
·		proprietary features and degree of intellectual property or other protection of the products, processes or services;
·		regulatory environment of the industry; and
·		costs associated with affecting the Business Combination.

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Table of Contents

These criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter into a Business Combination with any Target Business. Any evaluation relating to the merits of a particular Business Combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.

Our efforts to identify a prospective Target Business will not be limited to a particular industry or geographic location. We will seek to consummate the transaction which is most attractive and provides the greatest opportunity for creating securityholder value.(4)

Due Diligence Investigation.

In ~~evaluating~~ evaluating a prospective Target Business, we will conduct as extensive a due diligence review of potential targets as possible ~~in view of~~. ~~our~~Our ~~lack~~review ~~of financial resources and the inexperience of our management in such endeavors. Moreover, management’s decisions~~ will be ~~made~~constrained ~~without~~by ~~detailed feasibility studies, independent analyses or market surveys, which, if we had more cash, would be desirable. Given~~ our ~~current~~limited ~~resources~~capital, welack ~~will~~of ~~likely enter into a Business Combination with a privately~~full-~~held~~time ~~company~~employees ~~in its early stages of development or that has only a limited operating history on which to base our decision. Generally, very little public information exists about these companies~~ and ~~we will be required to rely on the ability of our~~ management’s toinexperience ~~obtain~~in ~~adequate information to evaluate the potential returns from entering into a Business Combination with~~ such ~~a company. We will be particularly~~ ~~dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the business opportunity seeking our participation~~endeavors. We expect that our due diligence may include, among other things, meetings with the Target Business’s incumbent management, an inspection of its facilities and a review of financial and other information ~~that is~~ made available to us. This due diligence review will be conducted by our management, possibly with the assistance of ~~the~~our ~~Company's~~ counsel, ~~and~~ accountants, asor ~~necessary~~other third parties.

Our ~~assessment~~ offinancial ~~a Target Business~~ and ~~its~~personnel ~~management~~limitations may ~~not~~render beit ~~accurate. If~~impractical wefor dous ~~not~~to ~~uncover~~conduct ~~all~~an ~~material~~exhaustive ~~information~~investigation ~~about~~and aanalysis ~~Target~~of a Target Business ~~prior~~candidate tobefore we consummate a Business ~~Combination,~~Transaction. weWe ~~may~~will ~~not~~be ~~make~~particularly adependent ~~fully~~in ~~informed~~making ~~investment~~decisions ~~decision~~upon information ~~and~~provided weby ~~may~~the ~~lose~~promoters, ~~money~~owners, onsponsors or others associated with the business opportunity seeking our ~~investment~~participation.

~~Lack~~Our assessment of ~~diversification~~a Target Business and its management may not be accurate. If we do not uncover all material information about a Target Business prior to a Business Transaction, we may not make a fully informed investment decision and we may lose money on our investment.

~~We expect that~~The wetime ~~will~~and becosts ~~able~~required to ~~consummate~~select aand ~~Business~~evaluate ~~Combination with only one candidate given that, among other considerations, we will not have the resources to diversify our operations. Moreover, given that we likely will offer~~ a ~~controlling interest in our Company to a~~ Target Business inand ~~order~~ to ~~achieve~~structure ~~a tax-free reorganization, as described below, the dilution of interest to present~~ and ~~prospective~~ ~~stockholders~~complete ~~will~~a ~~render more than one~~ Business ~~Combination~~Transaction ~~unlikely.~~cannot ~~Therefore, at least initially, the prospects~~presently ~~for our success may~~ be ~~entirely~~ascertained ~~dependent~~with ~~upon~~any ~~the~~degree ~~future performance~~ of acertainty. ~~single~~Any ~~business~~costs ~~and~~ we ~~will~~incur ~~not~~in ~~benefit~~furtherance ~~from the possible spreading~~ of ~~risks~~consummating ora ~~offsetting of losses that~~ Business ~~Combinations~~Transaction ~~with~~is ~~multiple~~not ~~operating entities would offer. By consummating~~ultimately acompleted ~~Business~~may ~~Combination~~result ~~with~~in a ~~single~~loss ~~entity,~~to ~~our lack of diversification may:~~us.

result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services; and

subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination.

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Form of acquisition; Opportunity for stockholder approval.

~~Although we cannot~~The ~~predict~~manner ~~the~~in ~~terms~~which ~~of any Business Combination,~~ we ~~will~~participate ~~seek~~in ~~to structure~~ a Business ~~Combination~~Transaction towill ~~qualify~~depend asupon, aamong ~~tax-free~~other ~~transaction under~~things, the ~~Internal~~nature ~~Revenue Code~~ of ~~1986, as amended (~~the ~~"Code").~~opportunity ~~Tax-free treatment of such a transaction can be accomplished,~~and ~~if structured correctly, through~~ the ~~acquisition~~respective ofrequirements ~~all~~and ofdesires ~~the outstanding shares~~ of ~~capital~~management ~~stock~~ of ~~a Target Business or by way of a merger (either directly or through a wholly owned subsidiary of~~ our Company) ~~with~~and aof the Target Business. ~~Depending~~In onaddition, the ~~circumstances~~ ofstructure of any ~~acquisition,~~Business ~~however,~~Transaction wewill ~~may not~~ be ~~able~~dispositive as to ~~structure~~whether astockholder ~~transaction~~approval inof the ~~most~~Business ~~tax~~Transaction ~~advantageous~~is ~~manner~~required. ~~Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.~~

~~Acquisition: If the Business Combination~~We ~~is structured as a stock acquisition, we~~ will ~~acquire~~seek ~~our~~to ~~participation~~structure in a ~~Target~~ Business ~~through~~Combination ~~the~~to ~~acquisition~~qualify offor ~~all~~tax-free ~~of the~~treatment ~~outstanding~~under ~~shares~~the ofInternal ~~its~~Revenue ~~capital~~Code ~~stock in exchange for the issuance~~ of ~~our~~1986, ~~common~~as ~~stock or other securities to the security~~amended ~~holders of~~ (the ~~Target~~“Code”). ~~Business~~In ~~and~~some cases, the ~~Target~~Code ~~Business~~mandates ~~would~~very ~~become~~specific ~~our~~parameters ~~wholly~~for ~~owned~~a ~~subsidiary.~~transaction ~~Under~~to ~~Section~~qualify ~~368(a)(1)~~as oftax ~~the~~free. ~~Code~~For example, in order for a stock for stock exchange transaction to qualify as a “tax free” reorganization, the holders of the stock of the target must receive a number of shares of our ~~capital~~ stock equal to 80% or more of the voting stock of our Company. ~~Accordingly,~~ ~~our~~Depending ~~stockholders~~on at the ~~time~~circumstances of ~~the~~an ~~transaction~~acquisition, ~~will~~we ~~retain~~may nonot ~~more~~be ~~than~~able ~~20%~~to ofstructure ~~the~~a ~~total~~transaction ~~issued and outstanding shares of our Company, resulting~~ in ~~substantial~~the ~~dilution~~most totax ~~their~~advantageous ~~equity ownership of our Company~~manner. ~~If a Business Combination is structured as~~ ~~a stock acquisition~~Further, ~~our~~we ~~Company~~cannot ~~will~~assure ~~not~~you ~~require~~that the ~~vote~~Internal orRevenue ~~approval~~Service ofor ~~stockholders~~state ~~and~~tax ~~the~~authorities ~~transaction~~will ~~may~~agree bewith ~~accomplished in~~our ~~the~~tax ~~sole~~treatment ~~determination~~ of any ~~management~~transaction.

~~Merger: In~~It is alikely ~~merger~~that ~~transaction, we~~as ~~would~~part ~~merge~~of a ~~Target~~ Business ~~with~~Combination, ~~and~~all ~~into our Company~~ or a ~~wholly-owned~~majority ~~subsidiary. Simultaneous with the merger, we may affect a recapitalization in order to achieve a manageable float~~ of our ~~outstanding~~Company's ~~capital~~management ~~stock.~~at ~~A proposed merger transaction would require~~ the ~~approval~~time of the holders of a majority of the outstanding shares of our common stock and may necessitate calling a stockholders' meeting to obtain such approval and filings with the SEC and state agencies relating to such transaction~~. The~~ ~~necessity~~will toresign ~~obtain stockholder approval may result in delays~~ and ~~additional~~new ~~expenses~~directors inwill ~~the~~be ~~consummation~~appointed ofwithout any ~~proposed~~vote ~~transaction and~~by ~~will also give rise to certain rights to dissenting~~ stockholders ~~who could require that the Company purchase their shares at a price equal to the fair market value in cash~~.

In view ~~light~~ of ~~the above,~~our ~~management~~status ~~likely~~as ~~will seek to structure~~ a ~~Business~~“shell” ~~Combination~~company, asany an acquisition of the stock or assets of aor ~~Target~~the ~~Business~~merger sowith an operating ascompany ~~not~~would be deemed to ~~require~~be ~~stockholder~~a ~~approval~~“reverse acquisition” or “reverse merger” for accounting purposes.

~~In view of our~~Lack ~~status as a “shell” company, any acquisition~~ of ~~the stock of or the merger with an operating company would be deemed to be a “reverse acquisition” or “reverse merger,” respectively, for accounting purposes~~diversification.

InWe expect ~~the~~that ~~case~~we ~~of either~~will anbe ~~acquisition~~able orto ~~merger~~consummate a Business Combination with only one candidate given that, ~~our~~among ~~stockholders~~other ~~prior~~considerations, we towill not have the ~~consummation~~resources ofto adiversify ~~Business~~our ~~Combination~~operations. Moreover, given that we likely will ~~not~~offer ~~have~~a ~~control~~controlling interest in ofour Company to a ~~majority~~Target ofBusiness ~~the~~in ~~voting~~order ~~shares~~to ofachieve a tax-free reorganization, the ~~Company~~dilution ~~following~~of ainterest to present and prospective stockholders will render more than one Business Combination unlikely. ItTherefore, isat ~~unlikely~~least ~~that~~initially, the prospects for our ~~management~~success may atbe entirely dependent upon the ~~time~~ future performance of a ~~Business~~single ~~Combination~~business ~~will~~and ~~continue~~we inwill ~~any~~not ~~material~~benefit ~~capacity~~from ~~with~~ the ~~Company~~possible ~~after~~spreading of ~~the~~risks ~~consummation~~or offsetting of alosses that Business ~~Combination, other~~Combinations ~~than~~with asmultiple aoperating ~~stockholder~~entities would offer.

The time and costs required to select and evaluate a Target Business and to structure and complete the Business Combination, if we are able to consummate such a transaction at all, cannot presently be ascertained with any degree of certainty. Any costs we incur with respect to the identification and evaluation of a prospective Target Business with which a Business Combination is not ultimately completed may result in a loss to us.

Competition

We expect that in the course of ~~pursuing~~identifying, evaluating and selecting a Target Business, we ~~will~~may encounter intense competition from other entities having a business objective similar to ours. These include blank check companies that have raised ~~capital~~significant capital through sales of securities registered under federal securities laws; that have a business plan similar to ours and, consequently, possess a significant competitive advantage over our Company both from a financial and personnel perspective. Additionally, we may be subject to competition from other entities having a business objective similar to ours, including venture capital firms, leveraged buyout firms and operating businesses looking to expand their operations through acquisitions. Many of these entities are well established, possess significant capital, may be able to offer securities for which a trading market exists and have extensive experience identifying and affecting business combinations directly or through affiliates. Moreover, nearly all of these competitors possess greater technical, human and other resources than us. In addition, we will experience competition from other modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to those we expect to pursue. We expect that our ability to consummate a Business Combination will be constrained by our lack of financial resources to provide to the Target Business.

Our ability to consummate a Business Combination with prime candidates will be constrained, among other things, by our lack of financial resources to provide to the Target Business. This inherent competitive limitation gives others an advantage in pursuing the acquisition of the most attractive Target Businesses.

If we succeed in affecting a Business Combination, there will be, in all likelihood, intense competition from competitors of the Target Business. We cannot apprise you of any of these risks nor can we assure you that, subsequent to a Business Combination, we will have the resources or ability to compete effectively.

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Employees

We have ~~one~~two executive ~~officer~~ ~~who~~officers ~~has~~and no other ~~business~~employees. ~~interests~~Our ~~and~~executive isofficers are not obligated to devote any specific number of hours to our matters. Heand intends to devote only as much time as hethey ~~deems~~deem necessary to our affairs. The amount of time ~~management~~they will devote ~~to our affairs~~ in any time period will vary based on whether a Target Business has been selected for the Business ~~Combination~~Transaction and the particular stage of the Business ~~Combination~~Transaction process ~~the Company is in~~. Accordingly, asonce ~~management~~a ~~identifies~~ suitable Target ~~Businesses~~Business is identified, we expect that ~~our~~they ~~management~~ will spend more time investigating such Target Business and ~~will~~negotiating ~~devote~~and ~~additional~~processing ~~time~~the ~~and~~Business ~~effort~~Transaction ~~negotiating~~than they ~~and~~would ~~processing~~prior ~~the~~to ~~Business~~locating ~~Combination~~a suitable Target Business. We do not ~~intend~~expect to have any full time employees prior to the consummation of a Business ~~Combination~~ Transaction.

Our ~~management~~ officers and directors may engage in other business activities similar and dissimilar to those in which we are engaged, inincluding other shell companies, without any limitations or restrictions applicable to such activities. ToOur ~~the~~management's ~~extent~~affiliation ~~that~~with competing ~~our~~businesses ~~management engages~~ in ~~such~~the ~~other~~future ~~activities,~~would ~~there~~raise ~~will be~~ possible conflicts of interest in ~~diverting~~as much as they may divert opportunities which would be appropriate for our Company to ~~another~~such other company, or to other entities or persons with which ~~our~~they ~~management~~are is or may be associated or have an interest, rather than ~~offering~~presenting such opportunities to us. ~~Since~~As ~~we have~~described ~~not~~under ~~established any policy for~~ the ~~resolution~~heading ~~of such a conflict~~“Competition, ” we ~~could be adversely affected should our officer/director choose to place his other business interests before ours. We~~ cannot assure you that potential conflicts of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.

Our officer and director may actively negotiate for or otherwise consent to the disposition of all or any portion of the shares of common stock he owns, as a condition to, or in connection, with a Business Combination. Therefore, it is possible that the terms of any Business Combination will provide for the sale of all or a portion of his shares of common stock which would raise issues relating to a possible conflict of interest with any of our other securityholders.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, including the financial statements, before making a decision to invest in our securities. If any of the following risks occur, our business, financial condition and results of operations may be materially adversely affected.

The absence of operations and revenues and our limited financial resources raises substantial doubt about our ability to continue as a going concern.

~~The report of~~At ~~our~~March ~~independent~~31, ~~auditor~~2012, ~~and~~we ~~Note~~had B$26 toof ~~the~~cash ~~financial statements included~~ in ~~this~~our ~~Form~~treasury ~~10-K~~and ~~indicate~~no ~~that~~other ~~the~~assets ~~Company~~of isany ~~in the development stage~~kind, ~~has suffered losses from operations, has a net capital deficiency~~ and ~~has~~liabilities ~~yet~~of ~~to generate cash flow~~$48,650, ~~and~~consisting ~~that~~principally ~~these~~of ~~factors~~amounts ~~raise~~due ~~substantial doubt about the Company’s ability~~ to ~~continue~~related asparties aand ~~going~~trade ~~concern~~payables. InWe ~~addition,~~are wenot ~~have~~generating ~~no significant~~any ~~assets~~revenues orand ~~financial~~possess ~~resources.~~limited Wecapital ~~will continue~~ to ~~sustain~~fund ~~operating expenses without corresponding revenues~~our operations, atincluding ~~least until~~for ~~the~~such ~~consummation~~purposes ofas apreparing ~~Business~~and ~~Combination.~~filing ~~This~~reports ~~will~~under ~~result~~the inExchange ~~continued~~Act, ~~net~~identifying ~~operating~~a ~~losses~~Target ~~that will increase until~~Business weand ~~can~~negotiating ~~consummate~~ a Business Combination. ~~with~~The areport ~~profitable~~of ~~Target~~our ~~Business.~~independent ~~Our~~auditor ~~operating~~ and ~~financial~~Note ~~condition~~B ~~renders~~to itthe ~~unlikely that~~financial westatements ~~would~~included in bethis ~~able~~Form to10-K ~~obtain~~indicate ~~third-party~~that ~~financing~~our tolosses ~~sustain~~from operations, ifnet ~~necessary.~~capital Indeficiency, ~~light~~failure ofto ~~our~~generate ~~limited~~cash ~~resources, we~~flow ~~cannot~~and ~~assure~~ongoing operating ~~you~~expenses ~~that~~without wecorresponding ~~will~~revenues beraise ~~able~~substantial todoubt ~~continue~~about ~~operations,~~the ~~that~~Company’s weability ~~will be able~~ to ~~identify~~continue aas ~~suitable Target Business or that we will consummate~~ a ~~Business Combination~~going concern.

We require ~~may~~capital ~~have insufficient resources~~ to ~~cover~~fund our ~~operating~~ongoing ~~expenses~~operations. ~~and~~If ~~the~~capital ~~costs~~is ~~and~~not ~~expenses~~available, ofwe ~~consummating~~may ahave ~~Business~~to ~~Combination~~discontinue operations.

~~At March 31,~~To ~~2011~~date, we ~~had~~have nofunded ~~cash in~~ our ~~treasury~~operations ~~and~~from nothe ~~other~~proceeds ~~assets~~ of ~~any~~loans ~~kind~~from our stockholder. WeOur ~~will~~stockholders ~~require~~have ~~significant~~advised ~~capital~~us of their intention to ~~cover~~fund our ~~operating costs~~operations ~~and~~for ~~expenses,~~the ~~including~~foreseeable ~~those~~future, wethough ~~will~~there ~~incur~~is inno ~~connection~~written ~~with~~agreement ~~satisfying~~binding ~~our~~them ~~reporting~~to ~~obligations~~do ~~under~~so. ~~the~~Our ~~Exchange Act~~operating and ~~consummating~~financial acondition ~~Business~~renders ~~Combination.~~it Ifunlikely ~~our~~that ~~financial~~we ~~resources~~could ~~are~~obtain ~~inadequate~~third-party financing to ~~cover~~sustain ~~our costs and expenses~~operations, weif ~~will~~necessary. ~~require~~In ~~additional~~the ~~financing~~event ~~and~~that we ~~cannot~~do benot ~~certain~~obtain ~~that~~the ~~such~~cash ~~financing~~to ~~will~~fund beour ~~available~~capital torequirements, uswe onmay ~~acceptable~~not ~~terms,~~be ifable atto ~~all.~~continue ~~Our~~operations and stockholders ~~failure~~could tolose ~~secure~~the ~~funds~~entire ~~necessary~~amount toof ~~cover~~their ~~our~~investment ~~costs~~in ~~and~~our ~~expenses~~Company. ~~would~~Without ~~have~~further ancapital ~~adverse~~infusion, ~~affect~~we onwill ~~our~~not ~~operations~~have ~~and~~the ability to ~~achieve~~to ~~our~~continue ~~objective~~operations ~~and~~beyond ~~may~~the ~~require~~filing usof tothis ~~discontinue operations~~report.

We are ~~dependent~~a ~~entirely~~development stage company with no operating history. Accordingly, there is no basis upon ~~our~~ ~~stockholders~~which to ~~fund~~evaluate our ~~operations~~ability to achieve our business objective. We can offer no assurance that we ever will consummate a Business Combination or that any such transaction will result in a gain for our stockholders.

We are ~~not~~a ~~generating any~~development ~~revenues~~stage ~~and~~company ~~possess limited capital to fund our operations, including for such purposes as preparing~~ and ~~filing periodic reports under the Exchange Act, identifying a Target Business and negotiating a Business Combination. In addition, we~~ have ~~substantial liabilities~~not ~~comprising~~engaged ~~a promissory note~~ in ~~favor~~any ofrevenue ~~our~~generating ~~principal~~activities ~~stockholder~~to ~~in the principal amount of $9,150 that bears interest at 8% per year~~date. WeSince ~~are~~we ~~dependent~~do ~~entirely~~not onhave ~~our stockholders to provide funds for the foregoing requirements and for~~ any ~~other~~operating ~~corporate~~history, ~~purposes~~you ~~that~~have ~~may~~no ~~arise~~basis inupon ~~the~~which ~~future.~~to ~~Though~~evaluate our ~~principal~~ability ~~stockholder has advised us of its intention~~ to ~~fund~~achieve our ~~operations,~~ ~~there~~business ~~is no written agreement binding it to do so~~objective. ~~Our~~We ~~operating~~will ~~and~~not ~~financial~~engage ~~condition~~in ~~renders~~any ~~it unlikely that~~substantive wecommercial ~~would~~business beor ~~able~~generate toany ~~obtain~~revenue ~~third-party~~until ~~financing~~we toconsummate ~~sustain~~a ~~operations~~Business Combination, if ~~necessary~~ever. InWe ~~the~~cannot ~~even~~assure ~~that~~if ~~our~~or ~~management~~when ~~does not~~a ~~fund~~Business ~~our~~Combination ~~capital~~will ~~requirements~~occur. Moreover, we ~~may~~can ~~not~~offer beno ~~able~~guarantee tothat ~~continue~~the ~~operations~~Company ~~and~~will ~~stockholders~~achieve ~~could~~long-term ~~lose~~or ~~the~~immediate ~~entire amount of their~~short-term ~~investment~~earnings infrom ~~our~~any ~~Company~~Business Combination.

~~(5)~~Our officer and director has never been a principal of, nor has she ever been affiliated with, a company formed with a business purpose similar to ours.

~~Table~~Our management has never served in any capacity with a company the business purpose of ~~Contents~~which is to acquire an operating business. Accordingly, you may not be able to adequately evaluate management’s ability to consummate successfully a Business Combination. Moreover, our management does not have experience evaluating or conducting due diligence with respect to companies in connection with a Business Combination and may not conduct adequate or accurate due diligence with respect to a Target Business or its management prior to a Business Combination. Management's failure to conduct complete and accurate due diligence or accurately assess the future strength of a Target Business could have a significant negative impact on our operations and could cause our stockholder to lose its entire investment.

We are a development stage company with no operating history and, accordingly, there is no basis upon which to evaluate our ability to achieve our business objective. We can offer no assurance that we ever will consummate a Business Combination.(6)

We are a development stage company and have not engaged in any revenue generating activities to date. Since we do not have any operating history, you have no basis upon which to evaluate our ability to achieve our business objective. We are currently in the process of evaluating and identifying targets for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business or generate any revenue until we consummate such a transaction, if ever. We cannot assure you as to when or if a Business Combination will occur. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.

Our sole officer and director has never been a principal of, nor has he ever been affiliated with, a company formed with a business purpose similar to ours.

Our sole officer and director has never served as an officer or director of a development stage public company with the business purpose of acquiring a Target Business. Furthermore, our sole officer and director has never been involved with a public shell company of any sort. Accordingly, you may not be able to adequately evaluate his ability to consummate successfully a Business Combination. Moreover, our officer and director does not have experience evaluating or conducting due diligence with respect to companies in connection with a Business Combination and he may not uncover all material information and risks about a Target Business prior to a Business Combination nor may he accurately assess a Target Company's business or management. Management's failure to conduct complete and accurate due diligence or accurately assess the future strength of a Target Business could have a significant negative impact on our operations and could cause our stockholders to lose entire investment.

We do not have a specific plan for identifying Target Businesses and we cannot estimate or predict when or if we ever will affect a Business Combination.

Our management does not have any specific plan or process for identifying a Target Business or effectuating a Business Combination. The business of the Company is predicated upon relationships built by management and the ongoing effort to develop new contacts through which management is introduced to potential Target Businesses. Moreover, given the wide ranging variables inherent in its business, management cannot predict the amount of time required to effectuate a Business Combination nor the amount of funds required therefor. In light of these factors, we cannot assure investors that we ever will consummate a Business Combination.

Our ~~officer and director will~~ officers apportion ~~his~~their time to other businesses ~~activities~~ which may ~~limit~~cause ~~how~~conflicts ~~much~~of ~~time~~interest toin ~~devote~~their todetermination ~~our~~as ~~affairs.~~to ~~Moreover,~~how ~~he could divert~~much ~~opportunities~~time ~~that~~to ~~might~~devote beto ~~appropriate for~~ our ~~business to such other business interests~~affairs. ~~These~~This ~~conflicts~~conflict of interest could have a negative impact on our ability to consummate a Business Combination.

Our ~~sole officer~~ ~~and~~officers ~~director~~engage ~~engages~~ in other businesses and isare not required to devote ~~his~~their full time or any specific number of hours to our affairs, which could create a conflict of interest when allocating ~~his~~their time between our operations and ~~his~~their other commitments. We do ~~not~~ not have and do not expect to have any full time employees prior to the consummation of a Business Combination. If our ~~officer~~officers’s ~~and director’s~~ other business affairs require ~~his~~them to devote more substantial amounts of time to such affairs, it could limit ~~his~~ their ability to devote time to our affairs and ~~could~~negatively ~~have a negative~~ impact on our ability to consummate a Business Combination. We cannot assure you that these conflicts will be resolved in our favor.

Further, our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions applicable to such activities. To the extent that our management engages in such other activities, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to another company, or to entities or persons with which our management is or may be associated or have an interest, rather than offering such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our officer/director choose to place his other business interests before ours.

We cannot assure you that potential conflicts of interest will not result in the loss of potential opportunities or that any conflict will be resolved in our favor.

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We have no existing agreement for a Business Combination or other transaction.

We presently have no written arrangement or agreement with respect to engaging in a Business Combination. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will enter into a Business Combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a Business Combination on favorable terms.

If we consummate a Business Combination by way of an acquisition, stockholders may not have an opportunity to vote on the transaction.

If we consummate a Business Combination by way of an acquisition of the capital stock or assets of the Target Business, the transaction may be accomplished in the sole determination of management without any vote or approval by our securityholders. Accordingly, holders of our securities at the time of any Business Combination may not have an opportunity to evaluate the Target Business or its management and will have to rely on the judgment of management in assessing the future profitability and viability of the Target Business.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a Business Combination with the most attractive private companies.

Target companies that we investigate may be unable to comply with SEC reporting requirements, which may delay or preclude a Business Combination. In connection with a Business Combination, we will be required to provide certain information about significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition.

Our future success is dependent on the ability of management to complete a Business Combination with a Target Business that operates profitably.

The nature of our operations is highly speculative. We may not be able to enter into a Business Combination. If we do, the future success of our plan of operation will depend on the operations, financial condition and management of the Target Business we may acquire. While management is seeking to enter into a Business Combination with an entity having an established, profitable operating ~~history~~ history and effective management, we cannot assure you that we will be successful in consummating a ~~transaction~~Business ~~with~~Combination with a candidate that meets ~~these~~that those criteria. We can not assure you that, even if we consummate a Business Combination, the Company will realize any short-term or long-term earnings.

~~Intense competition exists~~The ~~for~~time ~~those~~and ~~companies~~cost ~~that~~of ~~would~~preparing ~~make~~a ~~the~~private ~~most~~company ~~attractive~~to ~~targets.~~become ~~Our~~a ~~limited~~public ~~resources~~reporting company may preclude us from ~~consummating~~entering into a Business Combination with ~~such~~the most attractive private companies.

~~We will encounter~~Target ~~intense~~companies ~~competition~~we ~~from~~investigate ~~other~~that ~~entities~~are ~~having~~unable ~~a business objective similar~~ to ~~ours,~~satisfy ~~including~~SEC ~~blank~~reporting ~~check~~requirements ~~companies,~~may ~~finance companies,~~delay ~~banks,~~preclude ~~venture~~a ~~capital~~Business ~~funds,~~Combination. ~~leveraged~~Sections 13 ~~buyout funds, operating businesses~~ and ~~other~~15(d) ~~financial buyers competing for acquisitions. Many~~ of ~~these~~the ~~entities~~Exchange ~~are~~Act ~~well~~require ~~established~~reporting ~~and~~companies ~~have~~to ~~extensive~~provide ~~experience~~certain ininformation ~~identifying~~about ~~and~~significant ~~affecting~~acquisitions, ~~Business~~including ~~Combinations~~audited ~~directly~~financial orstatements ~~through~~for ~~affiliates.~~the ~~Nearly~~company ~~all~~acquired. ofThe ~~these~~time ~~competitors~~and ~~possess~~additional ~~greater~~costs ~~financial,~~that ~~technical,~~may ~~human~~be ~~and~~incurred ~~other resources~~by ~~than~~some wetarget doentities to ~~and~~prepare ~~our~~these ~~financial~~statements ~~resources~~may ~~will~~significantly bedelay ~~negligible~~or ~~when~~essentially ~~contrasted~~preclude ~~with~~the ~~those~~consummation of ~~many~~a ofBusiness ~~these competitors~~Combination. InOtherwise ~~addition,~~suitable weacquisition ~~will~~prospects ~~experience~~that ~~direct~~do ~~competition~~not ~~from~~have ~~other~~or ~~modestly~~are ~~capitalized~~unable ~~shell~~to ~~companies~~obtain ~~that~~the ~~are~~required ~~seeking~~audited tostatements ~~enter~~may ~~into~~be inappropriate for ~~business~~acquisition ~~combinations~~so ~~with~~long ~~targets~~as ~~similar~~the toreporting ~~those~~requirements weof ~~expect~~the toExchange ~~pursue~~Act are applicable.

We likely will complete only one Business Combination, which will cause us to be dependent solely on a single business and a limited number of products, services or assets.

Given our limited financial resources and other considerations, it is likely we will complete a Business Combination with only one Target Business. Accordingly, the prospects for our success may be solely dependent upon the performance of a single business and dependent upon the development or market acceptance of a single or limited number of products, processes or services. In this case, we will not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations or asset acquisitions in different industries or different areas of a single industry so as to diversify risks and offset losses.

(7)

~~Table~~We likely will complete only one Business Combination, which will cause us to be dependent solely on a single business and a limited number of ~~Contents~~products, services or assets.

It is likely ~~that~~ we will ~~consummate~~ complete a Business Combination with aonly ~~private~~one ~~company~~Target Business. Accordingly, the prospects for ~~which~~our success may be solely dependent upon the performance of a single business and dependent upon the development or market acceptance of a single or limited ~~information~~number of products, processes or services. In this case, we will not be ~~available~~able to ~~conduct~~diversify ~~due~~our ~~diligence~~operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several Business Combinations or asset acquisitions in different industries or different areas of a single industry so as to diversify risks and offset losses.

We likely will enter into a Business Combination with a privately-held company. Generally, very little public information exists about these companies or their management and we will be required to rely on the ability of our management to obtain adequate information to evaluate the potential success of entering into a transaction with such a company. In addition, our management will only devote limited time to the business of the Company and will have available to it extremely limited financial resources with which to conduct due diligence. If our assessment of the Target Business’s operations and management is inaccurate or we are unable to uncover all material information about these companies, then we may not make a fully informed investment decision, and we may lose money on our investments.

If we affect a Business Combination with a financially unstable company or an entity in the early stage of development or growth, we will be subject to greater risks than if we were to affect a Business Combination with a more established company with a proven record of earnings and growth.

Given our financial and personnel resources compared to those of our competitors, we may be limited to consummating a Business Combination with a company that is financially unstable or is in the early stage of development or growth, including an entity without established records of sales or earnings. To the extent we affect a Business Combination with a financially unstable or early stage or emerging growth company, we may be impacted by numerous risks inherent in the business and operations of such company that we would not be subject to if we were to affect a Business Combination with a more seasoned company with a proven record of earnings and growth.

Given our limited resources and the significant competition for Target Businesses, we may not be able to consummate an attractive Business Combination.

We will encounter intense competition from other entities having a business objective similar to ours, including blank check companies, finance companies, banks, venture capital funds, leveraged buyout funds, operating businesses and other financial buyers competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and affecting Business Combinations. Most of these competitors possess greater financial, technical, human and other resources than we do and our financial resources will be negligible when contrasted with those of many of these competitors. In addition, we will experience direct competition from other modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to those we expect to pursue.

It is likely that we will consummate a Business Combination with a private company for which limited information will be available to conduct due diligence.

We likely will enter into a Business Combination with a privately-held company. Generally, very little public information exists about these companies or their management and we will be required to rely on the ability of our management to obtain adequate information to evaluate the potential success of entering into a transaction with such a company. If our assessment of the Target Business’s operations and management is inaccurate or we are unable to uncover all material information about these companies, then we may not make a fully informed investment decision, and we may lose money on our investments.

If we consummate a Business Combination by way of an acquisition, stockholders may not have an opportunity to vote on the transaction.

Since we have not yet selected a particular industry or Target Business with which to complete a Business Combination, we are unable to ascertain the merits or risks of the industry or business in which we may ultimately operate at this time.

We are currently in the process of evaluating and identifying targets for a Business Combination. However, our plan of operation permits our board of directors to consummate a Business Combination with a company in any industry it chooses and is not limited to any particular industry or type of business. Accordingly, there is no current basis to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the Target Business that we may ultimately acquire. To the extent we complete a Business Combination with a company that does not have a stable history of earnings and growth or an entity in a relatively early stage of its development, we will be affected by numerous risks inherent in the business operations of those entities. If we complete a Business Combination with an entity in an industry characterized by a high level of risk, we will be affected by the currently unascertainable risks of that industry. Such risks, among other things, could preclude the Company's ability to secure financing for operations after a Business Combination, should it be required. Although our management will endeavor to evaluate the risks inherent in a particular industry or Target Business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. Even if we properly assess those risks, some of them may be outside of our control.

(8)

A Business Combination with a foreign company may subject us to additional risks.

If we enter into a Business Combination with a foreign entity, we will be subject to all of the risks inherent in business operations outside of the United States. These risks include:

· unexpected changes in, or impositions of, legislative or regulatory requirements; · foreign currency exchange rate fluctuations; · potential hostilities and changes in diplomatic and trade relationships; · changes in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade; · burdens of complying with a wide variety of foreign laws and regulations; · longer payment cycles and difficulties collecting receivables through foreign legal systems; · difficulties in enforcing or defending agreements and intellectual property rights; · reduced protection for intellectual property rights in some countries; · potentially adverse tax consequences; and · political and economic instability.

foreign currency exchange rate fluctuations;

potential hostilities and changes in diplomatic and trade relationships;

changes in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade;

burdens of complying with a wide variety of foreign laws and regulations;

longer payment cycles and difficulties collecting receivables through foreign legal systems;

difficulties in enforcing or defending agreements and intellectual property rights;

reduced protection for intellectual property rights in some countries;

potentially adverse tax consequences; and

political and economic instability.

If the Target Business with which we enter a Business Combination does not successfully manage these risks among others that we may not identify at the time of a Business Combination, our business may be negatively impacted.

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Our long-term success will be dependent in large part upon the management team of the Target Business, which may be difficult to fully evaluate.

After a Business Combination, our long-term success we will be dependent upon the management team of the Target Business. Although we intend to scrutinize the management team of a prospective Target Business ~~as closely as possible~~ in connection with evaluating the desirability of affecting a Business Combination, we cannot assure you that our assessment of the management team will prove to be correct. These individuals may be unfamiliar with the complex disclosure and financial reporting requirements imposed on U.S. public companies and other requirements of operating a public company, which could divert their attention from their core business to the determent of the operating results of the Target Business.

If we are unable to structure ~~the~~ a Business Combination as a “tax free” transaction, potential Target Businesses could be deterred from entering into such a transaction with our Company.

We will seek to structure a Business Combination to receive tax-free treatment under the Code. However, we may not be able to structure our acquisition to result in tax-free treatment for ~~the~~target companies or their stockholders, which could deter ~~third parties~~them from entering into certain Business Combinations with us. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. WeEven ~~intend~~if towe structure ~~any Business Combination so as to minimize~~ the ~~federal~~transaction ~~and state tax consequences~~ to ~~both~~be ~~us and the target entity and the respective stockholders~~accorded oftax ~~each~~free ~~company; however~~treatment, ~~we cannot guarantee that~~ the ~~Business~~Internal ~~Combination~~Revenue ~~will~~Service ~~meet the statutory requirements of a tax-free reorganization~~ or ~~that~~state ~~the parties will obtain the intended~~ tax~~-free~~ ~~treatment~~authorities ~~upon~~may adeny ~~transfer~~such ~~of stock or assets~~treatment. A non-qualifying ~~reorganization~~ reorganization could result in the imposition of both federal and state taxes that may have an adverse affect on all parties to the transaction.

WeNumerous external ~~have~~forces, ~~not~~including ~~conducted~~the ~~any~~recent ~~market research~~financial ~~concerning prospective business opportunities~~crisis, ~~which~~could ~~may~~negatively affect our ~~ability~~businesses, toresults ~~identify~~of aoperations ~~Target~~and ~~Business~~financial condition.

WeNumerous external ~~have~~forces, ~~neither conducted~~including ~~nor~~the ~~have~~state ~~others~~of ~~made~~global ~~available~~financial tomarkets usand ~~results~~general economic conditions, lack of ~~market~~consumer ~~research~~confidence, lack ~~concerning~~of ~~prospective~~availability of credit, interest rate and currency rate fluctuations and national and international political circumstances (including wars and terrorist acts) could negatively affect our business, ~~opportunities~~results of operations and financial condition. ~~Therefore,~~The ongoing weglobal ~~have~~financial nocrisis ~~assurances~~affecting ~~that~~the ~~market~~banking ~~demand~~system, ~~exists~~financial ~~for~~markets and financial institutions has resulted in a ~~Business~~tightening in ~~Combination~~the ascredit ~~contemplated~~markets, bya uslow level of liquidity in many financial markets and extreme volatility in credit and equity markets. The ~~There~~length of time or severity with which these conditions may persist is nounknown. ~~assurance~~As a consequence, companies that weotherwise ~~will~~may behave ~~able~~considered tobecoming ~~enter~~public ~~into~~as a ~~Business~~result ~~Combination~~of ona ~~terms~~reverse ~~favorable~~acquisition may elect to ~~us.~~delay ~~Decisions~~or asforego toentirely ~~which~~such ~~business~~plans ~~opportunity~~because of the impact of the global financial crisis on their operations, their inability to ~~participate~~obtain financing to grow their operations inand the costs they will berequired ~~unilaterally~~to ~~made~~incur byassociated ~~our~~with ~~management,~~being ~~which~~a public company, inamong ~~many~~other ~~cases~~reasons. Accordingly, it may ~~act~~be more ~~without~~difficult ~~the~~and ~~consent,~~take ~~vote~~more ortime ~~approval~~to ofidentify ~~our~~a ~~stockholders~~suitable and willing Target Business and consummate a Business Combination.

The Company may be subject to further government regulations which would adversely affect our operations.

Although we are subject to the reporting requirements of the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which will result in our holding passive investment interests in a number of entities, we could be subject to regulations under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have received no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

Our management has identified material weaknesses in our internal controls over financial reporting which we believe are responsible for the errors in our financial statements that necessitated a restatement of our historical financial statements. We may be unable to develop, implement and maintain appropriate controls in future periods that prevent errors in our financial statements.

The Sarbanes-Oxley Act of 2002 and SEC rules require that management report annually on the effectiveness of our internal control over financial reporting and our disclosure controls and procedures. Among other things, management must conduct an assessment of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to audit, the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Based on our management’s assessment, we believe that, as of March 31, 2011, our internal controls over financial reporting were not effective. The specific material weaknesses are described in Part II—Item 9A, “Controls and Procedures” of this Annual Report in “Management’s Report on Internal Control over Financial Reporting”. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected.” We believe that the material weaknesses in our internal control over financial reporting and disclosure controls and procedures directly contributed to the errors in our financial statements for the fiscal year ended March 31, 2011 thereby requiring us to restate our financial statements for that period. We cannot assure you that will not be identify additional material weaknesses in our internal control over financial reporting in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional material weaknesses, or could result in material misstatements in our financial statements.

Our failure to implement and maintain the appropriate internal controls over financial reporting or the requirements of Section 404 could negatively affect our ability to provide accurate and timely financial information, require us to restate past financial statements at great cost to us; subject us to liability for misstatements under federal and state securities laws; may cause investors to lose confidence in our reported financial information, which could require us to incur additional costs to improve our internal control systems and procedures and materially harm our business.

Given our resource constraints, we may not be able to remediate the material weaknesses in our internal control over financial reporting and disclosure controls and procedures. Accordingly, there will continue to be an increased risk that we will be unable to timely file future periodic reports with the SEC and that our future financial statements could contain errors that will be undetected.

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~~Table~~The Company ofmay ~~Contents~~be subject to further government regulations which would adversely affect our operations.

~~Limitations~~Although we onare ~~liability~~subject to the reporting requirements of the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in a Business Combination which results in our holding passive investment interests in a number of entities, we could be subject to regulations under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have received ~~indemnification~~no ~~matters~~formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

As permitted by the corporate laws of the State of Nevada, we have included in our articles of incorporation a provision to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions, including, for example, if the director did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, our bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified.

Our compliance with changing laws and rules regarding corporate governance and public disclosure may result in additional expenses to us which, in turn, may adversely affect our ability to continue our operations.

Keeping ~~abreast~~ abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, ~~including~~ including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved ~~for~~to ~~listing~~trade on either an automated quotation system or a registered exchange, and system or stock exchange rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. This could have an adverse impact on our operations.

We expect to issue a significant number of new shares of capital stock in a Business Combination, which we expect will result in substantial dilution and a change in control of ownership of the Company.

Our articles of incorporation authorize the issuance of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. Any Business Combination affected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a Business Combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected

We may issue preferred stock which may have greater rights than our common stock.

Our ~~Articles~~ articles of ~~Incorporation~~incorporation authorize our Company to issue up to 10,000,000 shares of blank check preferred stock. Currently, no ~~preferred~~ preferred shares have been issued; however, we can issue shares of our preferred stock in one or more series and can set the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue may ~~rank~~ rank ahead of our common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our ~~common~~ common stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of common stock, which could dilute the value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock.

There are significant restrictions on the transferability of ~~the~~outstanding ~~Shares~~shares of our common stock.

None of ~~the~~ our outstanding shares of ~~our~~ common stock ~~have~~has been registered under the Securities Act ~~or the securities laws of any state~~ and, consequently, they may not be resold, transferred or otherwise disposed of under federal securities laws unless such transaction is registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration under the Securities Act. Persons who acquired our common stock prior to a Business Combination will not be entitled to rely on Rule 144 under the Exchange Act for the resale of our securities unless and until (i) we cease to be a shell company, (ii) at the time of the sale we are reporting under the Exchange Act, (iii) we have filed all Exchange Act reports and material required to be filed during the preceding 12 months, and (iv) at least one year has elapsed from the time that we file the disclosure required by the SEC reflecting the fact that we are no longer a shell company. These restrictions will limit the ability of our stockholders to liquidate their investment.

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We have not registered or qualified any shares of our class of our common stock for resale under the Blue Sky laws of any state, which will limit the liquidity of the common stock.

The Company has not registered or qualified its class of common stock for resale or trading under the Blue Sky laws of any state and current management does not anticipate doing so. Current stockholders and persons who desire to purchase our common stock should be aware that significant state Blue Sky law restrictions may limit our stockholders from selling their shares and potential purchasers from acquiring our common stock.

The absence of an established trading market will limit the ability of stockholders to dispose of their common stock.

There is currently no public trading market for any of our securities. The Company will not seek to list any of our securities on any exchange or have them quoted on an automated quotation system or over-the-counter market. Any decision to initiate public trading of our common stock will be in the discretion of management of a Target Company with which we consummate a Business Combination. Since stockholders will not be able to sell their shares, stockholders should consider their liquidity needs with respect to the securities and should be prepared to hold their shares for an indefinite period.

We cannot assure you that following a Business Combination with an operating business our common stock will be listed or admitted to quotation on any securities exchange or other trading medium, which will limit the liquidity of the shares.

Following a Business Combination, ~~new~~incoming management may seek to initiate a public market for our common stock. However, we cannot assure you that following such a transaction, our Company as then constituted will meet the initial listing standards of any stock exchange or that our common stock will be admitted for quotation on the over the counter bulletin board or commence trading on any other medium. If our common stock does not trade publicly, holders may not be able to sell common stock.

The transaction by which we consummate a Business Combination will be deemed to be a “reverse acquisition” of the operating company, which may cause negative perceptions of our Company.

Because we are a shell company, the Business Combination we enter into will be deemed to be a “reverse acquisition.” Securities industry professionals and private investors may have a negative perception of companies that achieve reporting status by way of a reverse acquisition that may inhibit interest in our Company after the transaction. For example, securities analysts of major brokerage firms may not provide coverage of our Company since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

The designation of our common stock as a "penny stock" would limit the liquidity of the shares.

Our common stock after a Business Combination may be deemed a “penny stock” as that term is defined under Rule 3a51-1 of the Exchange Act. Generally, a "“penny stock"” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock stocks in any market that develops for our common stock in the future, which may limit the ability to buy and sell our stock and which will have an adverse effect on any market that develops for our shares.

~~(11)~~Limitations on liability and indemnification matters.

~~Table~~As permitted by the corporate laws of ~~Contents~~the State of Nevada, we have included in our articles of incorporation a provision to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions, including, for example, if the directors did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, our bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified.

We have never paid dividends on our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. In the unlikely event we generated profits prior to a Business Combination, we expect to retain such earnings and re-invest them into the Company to further its business strategy.

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Item 1B. Unresolved Staff Comments.

Not Applicable.

Item 2. Properties.

We maintain our principal executive offices at 127 North Tryon Street, Suite 312, Charlotte, North Carolina, where our ~~sole~~President ~~officer and director~~ maintains ana business office. We use this office space free of charge. We believe that this space is is sufficient for our current requirements. The Company does not own or lease any properties at this time ~~and does not anticipate owning or leasing any properties prior to the consummation of a Business Combination, if ever~~.

Item 3. Legal Proceedings.

~~There~~The Company ~~are~~ presently no ~~material~~is ~~pending~~not ~~legal~~a ~~proceedings~~party to, ~~which~~nor ~~the~~is ~~Company~~management oraware asof, ~~to which~~ any ~~of its property is subject~~pending, ~~and~~legal ~~no such~~ proceedings ~~are known to the Company to be threatened or contemplated against it~~.

Item 4. ~~Reserved~~Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

As of July 811, ~~2011~~ 2012, there ~~were~~was ~~three~~one ~~holders~~holder of record of 1,~~000~~500,000 outstanding shares of our common stock.

Our common stock does not trade, nor is it admitted to quotation, on any stock exchange or other trading facility. Management has no present plan, proposal, arrangement or understanding with any person with regard to the development of a trading market in any of our securities. Any decision to initiate public trading of our common stock will be in the discretion of management of a Target Company with which we consummate a Business Combination. We cannot assure you that a trading market for our common stock will ever develop. We have not registered our class of common stock for resale under the blue sky laws of any state and current management does not anticipate doing so. The holders of shares of common stock, and persons who may desire to purchase shares of our common stock in any trading market that might develop in the future, should be aware that, in addition to transfer restrictions imposed by federal securities laws, significant state blue sky law restrictions may exist which could limit the ability of stockholders to sell their shares and limit potential purchasers from acquiring our common stock.

We are not obligated by contract or otherwise to issue any securities and there are not outstanding any securities that are convertible into or exchangeable for shares of our common stock.

Shares Available for Future Sale

All outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated under the Securities Act, because they were issued in a private transaction not involving a public offering. Accordingly, none of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless such transaction is registered under the Securities Act or an exemption from registration is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such transferred shares under the Securities Act.

Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:

·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
·	at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

Neither the Company nor its officer/ ~~and~~ director has any present plan, proposal, arrangement, understanding or intention of selling any ~~unissued or~~ outstanding shares of common stock in the public market subsequent to a Business Combination. Nevertheless, in the event that a substantial number of shares of our common stock were to be sold in any public market that may develop for our securities subsequent to a Business Combination, such sales may adversely affect the price for the sale of the Company's common stock securities in any ~~such~~ trading market. We cannot predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.

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Dividends.

We have not paid any dividends on our common stock to date and do not presently intend to pay cash dividends prior to the consummation of a Business Combination. The payment of any dividends subsequent to a Business Combination will be within the discretion of our then seated board of directors. Current management cannot predict the factors which any future board of directors would consider when determining whether or when to pay dividends.

The payment of any dividends subsequent to a Business Combination will be within the discretion of our then seated board of directors.

Repurchases of Equity Securities

None.

Recent Sales of Unregistered Securities.

The Company did not issue or sell any securities during the fiscal year ended March 31, ~~2011~~2012.

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Item 6. Selected Financial Data.

~~Smaller~~As a “smaller reporting ~~companies~~ ~~are~~company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information torequired beby ~~furnished under~~ this Item 6.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The ~~following~~ ~~discussion~~following ~~of our results of operations, financial condition and~~ plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read inalong ~~conjunction~~ with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements which involve risks and uncertainties. Our actual results may differ significantly from the results expectations and plans discussed in these forward-looking statements.

~~Restatement of 2010 Financial Statements~~General.

~~Overview~~We ofwere formed to serve as a vehicle to acquire, through a capital stock exchange merger, asset acquisition or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting corporation under the Exchange ~~Restatement~~Act. We have neither engaged in any commercial operations nor generated any revenues during the twelve-month period ended March 31, 2012, our fiscal year end.

On July 1, 2011, our board of directors, after discussion with our independent registered public accounting firm, concluded that the previously issued financial statements contained in our Annual Report on Form 10-K for the year ended March 31, 2010 (“2010 10-K”) should no longer be relied upon because of errors in those financial statements, and that the Company would restate the financial statements contained in the 2010 10-K to, among other things, make the necessary accounting corrections and adjustments (the “Restated 2009 Financial Statements”).

As a result, in this Annual Report on Form 10-K, the Company:

(a)	restates its balance sheet as of March 31, 2010 and its statement of operations for the year then ended; and
(b)	amends its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) as it relates to the year ended March 31, 2010.

Background and Effects of the Restatement

The Company is a “blank check” shell company that was organized in November 2007 to investigate and acquire a target company seeking the perceived advantages of being a public corporation. The Company has not engaged in any operations or generated any revenue since its inception. Since its inception, the Company has relied on loans from or direct payments made by its stockholders to fund its costs and expenses.

During fiscal 2010, one of the Company’s stockholders paid expenses on behalf of the Company in the amount of $6,305 that we improperly recorded as a loan on the 2010 financial statements and on which amount we improperly recorded an interest expense in an amount equal to $1,647. In fact, the amounts paid by the stockholder should have been recorded as amounts payable to a related party in the liabilities section of our balance sheet as of March 31, 2010. These errors necessitated the following corrections to our balance sheet as of March 31, 2010 and our statement of operations for the year ended March 31, 2010:

	Before Restatement			After Restatement			Change
Balance Sheet
Note payable to related party	$	15,455		$	9,150		$	(6,305	)
Accrued interest to a related party	$	—		$	1,647		$	1,647
Payable to shareholder	$	—		$	10,940		$	10,940
Accrued expense	$	5,935		$	—		$	5,935
Retained deficit	$	(21,492	)	$	(21,837	)	$	(345	)
Statement of Operations
Total expenses	$	5,454		$	5,899		$	(445	)
Interest expense	$	832		$	732		$	100
Net loss	$	(6,286	)	$	(6,631	)	$	345

The effect of correcting the error has been recorded on the applicable statements in the Restated 2010 Financial Statements contained in this Annual Report. The adjustments made as a result of the restatement are discussed in Note J “Correction of Errors and Restatements” of the Notes to Financial Statements included in this Annual Report which includes each line item from the audited balance sheet as of March 31, 2010 and the statement of operations for the year ended March 31, 2010 that were affected by the restatement and the amount of the change.

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

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General

We were formed to serve as a vehicle to acquire, through a capital stock exchange merger, asset acquisition or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting corporation under the Exchange Act. We have neither engaged in any commercial operations nor generated any revenues during the twelve-month period ended March 31, 2011.

We are currently in the process of evaluating and identifying targets for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business unless and until we consummate a Business Combination, which may never occur.

Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current and proposed business plans, including all of the risks enumerated under “Item 1A Risk Factors.” By way of example, we will be affected by the risks inherent in the business and operations of the Target Business and, if such business is a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage), in order to ensure that Business Combination qualifies as a “tax free” transaction under federal tax laws). The issuance of additional shares of our capital stock: will significantly reduce the equity interest of our stockholders as of the date of the transaction and will likely result in the resignation or removal of our management as of the date of the transaction.

will significantly reduce the equity interest of our stockholders as of the date of the transaction; and

will likely result in the resignation or removal of our management as of the date of the transaction.

Our management anticipates that the Company likely will be able to affect only one Business Combination, due primarily to our financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target Business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will concentrate the chance for our success into a single business and not permit us to offset potential losses from one venture against potential gains from another.

Management anticipates that the selection of a Target Business and the consummation of a Business Combination will be complex and extremely risky and cannot assure investors that the Company ever will enter into such a transaction or that if we do consummate of a Business Combination that the Company will achieve long-term or immediate short-term earnings.

Liquidity and Capital Resources

As of March 31, 2011, the Company had no assets, equivalent to the assets we held as of March 31, 2010. The Company’s liabilities as of March 31, 2011 totaled $34,303, comprised of amounts due current and former affiliates, and amounts due a CPA firm. This compares with liabilities of $21,737 comprised exclusively of monies due to current and former affiliates, as of March 31, 2010. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended March 31, 2011 and March 31, 2010 and for the cumulative period from December 3, 2007 (inception) to March 31, 2011.

	Fiscal Year Ended March 31, 2011		Fiscal Year Ended March 31, 2010			For the Cumulative Period from December 3, 2007 (inception) to March 31, 2011
Net cash (used in) operating activities	$	0	$	(19	)	$	(9,250	)
Net cash provided by financing activities	$	—	$	—		$	9,250
Net increase (decrease) in cash and cash equivalents	$	—	$	(19	)	$	—

(14)

~~Table~~Liquidity and ofCapital ~~Contents~~Resources.

~~The~~As of ~~Company~~March ~~has no~~31, ~~assets~~2012, ~~and~~the ~~has~~Company ~~generated~~had nototal ~~revenues~~assets ~~since~~of ~~inception.~~$26, Wecomprised doexclusively ~~not~~of ~~possess~~cash. ~~sufficient~~This ~~resources~~compares towith ~~cover~~no ~~our~~assets ~~operating~~as ~~costs~~of ~~and~~March ~~expenses~~31, ~~over~~2011. ~~the~~The ~~next~~Company’s ~~twelve~~liabilities ~~months~~totaled ~~during~~$48,650 ~~which time we will incur costs~~ and ~~expenses~~$34,303as ~~in connection with the preparation and filing~~ of ~~reports~~March ~~under the Exchange Act~~31, ~~identifying~~2012 and ~~evaluating~~2011, ~~Targets~~respectively, ~~Businesses and costs we may incur~~ in ~~connection~~each ~~with~~case ~~entering~~comprised ~~into~~of aamounts ~~Business~~due ~~Combination. These costs are hard~~ to ~~quantify~~related ~~given~~parties ~~the~~and ~~multitude~~trade ~~of variables associated with such activities~~payables. ~~Our~~ ~~ongoing~~The ~~expenses~~Company ~~will~~can ~~result~~provide inno ~~continued~~assurance ~~net operating losses~~ that ~~will~~it ~~increase~~can ~~until~~continue weto ~~can~~satisfy its ~~consummate~~cash arequirements ~~Business~~for ~~Combination with~~at aleast ~~profitable~~the ~~Target~~next ~~Business,~~twelve ~~if ever~~months.

~~To date, we have~~The ~~funded~~following ~~our~~is ~~operations~~a ~~through~~summary ~~loans~~of ~~from~~the ~~and~~Company's ~~expenses~~cash ~~paid~~flows provided by ~~our~~(used ~~stockholders. Our principal stockholder has advised us that it expects to fund additional costs and expenses that we will incur~~ in) ~~connection with our operations~~operating, ~~including as may be required to file reports under the Exchange Act~~investing, ~~for~~and ~~due~~financing ~~diligence~~ activities ~~and~~for ~~to consummate a Business Combination, through loans or~~the ~~further~~years ~~investment~~ended inMarch ~~the Company~~31, as2012 and ~~when~~March ~~necessary. However~~31, ~~such~~2011 ~~stockholder is not bound to do so. If continued funding~~ and ~~capital~~for ~~resources~~the ~~are~~cumulative ~~unavailable~~period atfrom ~~reasonable~~December ~~terms~~3, ~~the~~2007 ~~Company~~(inception) ~~may not be able~~ to ~~implement~~March ~~its~~31, ~~plan of operations~~2012.

	Fiscal Year Ended March 31, 2012		Fiscal Year Ended March 31, 2011		For the Cumulative Period from December 3, 2007 (inception) to March 31, 2012
Net cash provided by (used in) operating activities	$	26	$	—	$	(9,224	)
Net cash provided by financing activities	$	—	$	—	$	9,250
Net increase in cash and cash equivalents	$	26	$	—	$	26

The Company has nominal assets and has generated no revenues since inception. Our current assets will not be sufficient to cover our operating costs and expenses over the next twelve months during which time we will incur costs and expenses in connection with the preparation and filing of reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur in connection with entering into a Business Combination. These costs are hard to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business, if ever.

To date, we have funded our operations through loans from our present stockholders. Our current stockholders have advised us that they expect to fund additional costs and expenses that we will incur in connection with our operations, including as may be required to file reports under the Exchange Act, for due diligence activities and to consummate a Business Combination, through loans or further investment in the Company, as and when necessary. However, they are not bound to do so. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Combination. As a result of our negative working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."

Results of Operations.

Since our inception, we have not engaged in any revenue generating activities or realized any revenues. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, ~~that is generating revenue at the time~~ of ~~the transaction, of~~ which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

We reported a net loss for the year ended March 31, ~~2011of~~2012 of $1214,~~567~~321, compared to a net loss for the year ended March 31, ~~2010~~2011 of $612,~~631,~~567 and a have suffered a net loss since inception of $3448,~~403~~724. The Company has used cash from operations of $9,~~250~~224 since its inception, consisting primarily of professional fees, and has a negative working capital of $3448,~~403~~624 at March 31, ~~2011~~2012.

We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target Business, if ever. We cannot provide investors with any assessment as to the nature of a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~The information~~As toa be“smaller ~~furnished~~reporting ~~under~~company” ~~this~~as defined by Item 7A10 of Regulation S-K, the Company is not required ofto ~~smaller~~provide ~~reporting~~the information ~~companies~~required by this Item.

Item 8. Financial Statements and Supplementary Data.

(15)

~~Table~~Item 8. ofFinancial ~~Contents~~Statements and Supplementary Data.

~~FINANCIAL STATEMENT INDEX~~ --------------------

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets for the years ended March 31, 2011 and 2010	F-2
Statements of Operations for the years ended March 31, 2011 and 2010 and cumulative since inception (December 3, 2007) through March 31, 2011	F-3
Statement of Stockholders’ Deficit for the years ended March 31, 2011 and 2010 and cumulative since inception (December 3, 2007) through March 31, 2011	F-4
Statements of Cash Flows for the years ended March 31, 2011 and 2010 and cumulative since inception (December 3, 2007) through March 31, 2011	F-5
Notes to Financial Statements	F-6

AUDITED FINANCIAL STATEMENTS

Tryon Alpha, Inc.

(A Development Stage Company)

March 31, 2012

---------------------

(16)

~~Table~~FINANCIAL STATEMENT ~~of Contents~~INDEX

Report of Independent Registered Public Accounting Firm	18
Balance Sheets for the years ended March 31, 2012 and 2011	19
Statements of Operations for the years ended March 31, 2012 and 2011 and cumulative since inception (December 3, 2007)	20
Statements of Cash Flows for the years ended March 31, 2012 and 2011 and cumulative since inception (December 3, 2007)	21
Statement of Stockholders’ Deficit for the years ended March 31, 2012 and 2011 and cumulative since inception (December 3, 2007)	22
Notes to Financial Statements	23

(17)

BONGIOVANNI & ASSOCIATES, C.P.A.’s

19720 ~~Jetton~~ Jetton Road, ~~3rd~~3 rd Floor

Cornelius, North Carolina 28031 (USA)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Tryon Alpha, Inc. (A Development Stage Company)

We have audited the accompanying balance sheets of Tryon Alpha, Inc. (A Development Stage Company) (the “Company”) as of March 31, ~~2011~~2012 and ~~2010~~2011, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years ended March 31, ~~2011~~ 2012 and ~~2010~~2011. Tryon Alpha, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~ audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tryon Alpha, Inc. as of March 31, ~~2011~~2012 and ~~2010~~ 2011, and the results of its operations and its cash flows for each of the two years ended March 31, ~~2011~~2012 and ~~2010~~2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company is in the development stage, has recurring losses, has a net capital deficiency and has yet to generate an internal cash flow. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~BONGIOVANNI~~/s/ Bongiovanni & ~~ASSOCIATES~~Associates, ~~C.P.A.~~CPA’s

Bongiovanni & Associates, CPA’s

Certified Public Accountants

Cornelius, North Carolina

~~The~~July 10, ~~United States of America~~2012

~~July 5, 2011~~(18)

F-1

Tryon Alpha, Inc.
(A Development Stage Company)
Balance Sheets

	As of
	March 31, 2012			March 31, 2011
ASSETS

CURRENT ASSETS:
Cash	$	26		$	—
TOTAL CURRENT ASSETS		26			—

TOTAL ASSETS	$	26		$	—

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Note payable to related party	$	9,150		$	9,150
Accrued interest to a related party		3,111			2,379
Payable to shareholder		33,880			17,524
Accounts payable		2,509			5,250
TOTAL CURRENT LIABILITIES		48,650			34,303

TOTAL LIABILITIES		48,650			34,303

STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized;
no shares issued and outstanding at March 31, 2012 and 2011, respectively)		—			—
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,500,000 and 1,000,000 shares issued and outstanding at March 31, 2012 and 2011, respectively)		150			100
Additional paid in capital		85			—
Common stock subscription receivable		(135	)		—
Retained deficit		(48,724	)		(34,403	)
TOTAL STOCKHOLDERS' DEFICIT		(48,624	)		(34,303	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	26		$	—


The accompanying notes are an integral part of these financial statements

~~Table of Contents~~(19)

Tryon Alpha, Inc.
(A Development Stage Company)
Balance Sheets
Statements of Operations
	As of
							Cumulative
	March 31, 2011			March 31, 2010
	For the years ended						Totals
				(Restated)
	March 31						Since Inception
ASSETS
	2012			2011			December 3, 2007
CURRENT ASSETS:
							through March 31, 2012
Cash	$	—		$	—
REVENUES
TOTAL CURRENT ASSETS		—			—
Revenue	$	—		$	—		$	—
TOTAL ASSETS	$	—		$	—
Total revenues		—			—			—
LIABILITIES AND STOCKHOLDERS' DEFICIT
EXPENSES
CURRENT LIABILITIES:
Professional fees		13,589			11,835			45,613
Note payable to related party	$	9,150		$	9,150
Total expenses		13,589			11,835			45,613
Accrued interest to a related party		2,379			1,647
Net (loss) from operations		(13,589	)		(11,835	)		(45,613	)
Payable to shareholder		17,524			10,940
OTHER (EXPENSE)
Accounts payable		5,250			—
Interest expense		(732	)		(732	)		(3,111	)
TOTAL CURRENT LIABILITIES		34,303			21,737
Net (loss)	$	(14,321	)	$	(12,567	)	$	(48,724	)
TOTAL LIABILITIES		34,303			21,737
Net (loss) per share--basic and fully diluted	$	(0.01	)	$	(0.01	)	$	(0.05	)
STOCKHOLDERS' DEFICIT
Weighted average shares outstanding--basic and fully diluted		1,310,109			1,000,000			1,071,835
Preferred stock ($0.0001 par value; 10,000,000 shares authorized;
The accompanying notes are an integral part of these financial statements
no shares issued and outstanding at March 31, 2011 and 2010)		—			—
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 issued and outstanding at March 31, 2011 and 2010)		100			100
Additional paid in capital		—			—
Retained deficit		(34,403	)		(21,837	)
TOTAL STOCKHOLDERS' DEFICIT		(34,303	)		(21,737	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	—
The accompanying notes are an integral part of these financial statements

~~F-2~~(20)

Table of Contents

Tryon Alpha, Inc.
(A Development Stage Company)
Statements of Cash Flows

							Cumulative
	For the years ended						Totals
	March 31						Since Inception
	2012			2011			December 3, 2007
							through March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(14,321	)	$	(12,567	)	$	(48,724	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operations:
Increase in Accrued Interest to a Related Party		732			732			3,111
Increase in payable to shareholder		16,356			6,585			33,880
Increase (Decrease) in accounts payable		(2,741	)		5,250			2,509
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		26			—			(9,224	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to related party					—			9,150
Capital stock purchase		—			—			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			—			9,250

NET INCREASE IN CASH AND CASH EQUIVALENTS		26			—			26

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		—			—			—

END OF THE PERIOD	$	26		$	—		$	26

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest	$	—		$	—		$	—
Taxes	$	—		$	—		$	—



The accompanying notes are an integral part of these financial statements

Tryon Alpha, Inc.
(A Development Stage Company)
Statements of Operations
	For the						Cumulative
	year ended						Totals
	March 31,						Since Inception
	2011			2010			December 3, 2007
				(Restated)			through March 31, 2011
REVENUES
Revenue	$	—		$	—		$	—
Total revenues		—			—			—
EXPENSES
Professional fees		11,835			5,899			32,024
Total expenses		11,835			5,899			32,024
Net (loss) from operations		(11,835	)		(5,899	)		(32,024	)
OTHER (EXPENSE)
Interest expense		(732	)		(732	)		(2,379	)
Net (loss)	$	(12,567	)	$	(6,631	)	$	(34,403	)
Net (loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.01	)	$	(0.01	)	$	(0.03	)
Weighted average shares outstanding--basic and fully diluted		1,000,000			1,000,000			1,000,000
The accompanying notes are an integral part of these financial statements

(21)

F-3

Tryon Alpha, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit

																Deficit
																Accumulated
											Stock			Additional		Since Inception
	Common Stock						Preferred stock				Subscription			Paid-in		December 3, 2007
	Shares			Amount			Shares		Amount		Receivable			Capital		through March 31, 2012

Balances, December 3, 2007, Inception		—		$	—			—	$	—	$	—		$	—	$	—

Shares issued		1,000,000			100			—		—		—			—		—

Net loss		—			—			—		—		—			—		(9,342	)

Balances, March 31, 2008		1,000,000		$	100			—	$	—	$	—		$	—	$	(9,342	)

Net loss		—			—			—		—		—			—		(5,864	)

Balances, March 31, 2009		1,000,000		$	100			—	$	—	$	—		$	—	$	(15,206	)

Net loss		—			—			—		—		—			—		(6,631	)

Balances, March 31, 2010		1,000,000		$	100			—	$	—	$	—		$	—	$	(21,837	)

Net loss		—			—			—		—		—			—		(12,567	)

Balances, March 31, 2011		1,000,000		$	100			—	$	—	$	—		$	—	$	(34,403	)

Shares returned and canceled		(850,000	)		(85	)		—		—		—			85		—

Common stock issued		1,350,000			135			—		—		(135	)		—		—

Net Loss		—			—			—		—		—			—		(14,321	)

Balances, March 31, 2012		1,500,000		$	150			—	$	—	$	(135	)	$	85	$	(48,724	)

The accompanying notes are an integral part of these financial statements

~~Table of Contents~~(22)

Tryon Alpha, Inc.
(A Development Stage Company)
Statements of Cash Flows
							Cumulative
							Totals
	For the years ended						Since Inception
	March 31,
	2011			2010			December 3, 2007
				(Restated)			through March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(12,567	)	$	(6,631	)	$	(34,403	)
Adjustments to reconcile net (loss) to net cash used in operations:
Increase in Accrued Interest to a Related Party		732			732			2,379
Increase in payable to shareholder		6,585			5,880			17,524
Increase in accounts payable		5,250			—			5,250
NET CASH (USED IN) OPERATING ACTIVITIES		—			(19	)		(9,250	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to related party		—			—			9,150
Capital stock purchase		—			—			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		—			—			9,250
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			(19	)		—
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR		—			19			—
END OF THE YEAR	$	—		$	—		$	—
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest	$	—		$	—		$	—
Taxes	$	—		$	—		$	—
The accompanying notes are an integral part of these financial statements

TRYON ALPHA, INC.

~~F-4~~(A DEVELOPMENT STAGE COMPANY)

Table of Contents

Tryon Alpha, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
											Deficit
											Accumulated
									Additional		Since Inception
	Common Stock				Preferred stock				Paid-in		December 3, 2007
	Shares		Amount		Shares		Amount		Capital		through March 31, 2011
Balances, December 3, 2007, Inception		—	$	—		—	$	—	$	—	$	—
Shares issued		1,000,000		100		—		—		—		—
Net loss		—		—		—		—		—		(9,342	)
Balances, March 31, 2008		1,000,000	$	100		—	$	—	$	—	$	(9,342	)
Net loss		—		—		—		—		—		(5,864	)
Balances, March 31, 2009		1,000,000	$	100		—	$	—	$	—	$	(15,206	)
Net loss		—		—		—		—		—		(6,631	)
Balances, March 31, 2010		1,000,000	$	100		—	$	—	$	—	$	(21,837	)
Net loss		—		—		—		—		—		(12,567	)
Balances, March 31, 2011		1,000,000	$	100		—	$	—	$	—	$	(34,403	)

The accompanying notes are an integral part of these financial statements

F-5

Table of Contents

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~ MARCH 31, ~~2010~~2012

NOTE A—BUSINESS ACTIVITY

The Tryon Alpha, ~~Inc.,~~ Inc. (“The Company”) was organized under the laws of the State of Nevada on December 3, 2007 as a corporation. The Company’s objective is to acquire or merge with a target business or company in a business combination.

NOTE B—GOING CONCERN

The ~~accompanying~~ accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $3448,~~403~~724, used cash from operations of $9,~~250~~224 since its inception, ~~and~~ and has a negative working capital of $3448,~~303~~624 at March 31, ~~2011~~2012.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.

Cash and Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

Management’s Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Revenue Recognition- The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

(i)

persuasive evidence of an arrangement exists,

(ii)

the services have been rendered and all required milestones achieved,

(iii)

the sales price is fixed or determinable, and

(iv)

collectability is reasonably assured.

~~Comprehensive Income~~ (~~Loss~~23) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the years covered in the financial statements.

~~F-6~~TRYON ALPHA, INC.

~~Table~~(A DEVELOPMENT ofSTAGE ~~Contents~~COMPANY)

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~ MARCH 31, ~~2010~~2012

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

~~Net Income~~Comprehensive ~~per~~Income ~~Common~~(Loss) ~~Share~~- ~~Net~~The ~~loss~~Company ~~per~~reports ~~common~~Comprehensive ~~share~~income isand ~~computed~~its ~~pursuant~~components tofollowing guidance set forth by section ~~260~~220-10~~-45~~ of the FASB Accounting Standards Codification~~. Basic~~ ~~net~~which ~~loss~~establishes ~~per~~standards ~~share~~for ~~is computed by dividing net loss by~~ the ~~weighted~~reporting ~~average~~and ~~number~~display of ~~shares~~comprehensive ofincome and ~~common~~its ~~stock~~components ~~outstanding during~~in the ~~period~~financial statements. ~~Diluted~~There ~~net~~were ~~loss~~no ~~per~~items ~~share~~of iscomprehensive ~~computed~~income ~~by dividing net~~ (loss) byapplicable to the ~~weighted~~Company ~~average number of shares of common~~during ~~stock~~the ~~and~~years ~~potentially~~covered ~~outstanding~~in ~~shares~~the offinancial ~~common stock during each period~~statements. ~~There were no potentially dilutive shares outstanding as of March 31, 2011.~~

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2012.

Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Fair ~~Value~~ Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, ~~note~~accounts ~~payable~~receivable ~~to related party, accrued interest to related party, payable to shareholder~~ and ~~accounts~~ payable approximate fair value based on the short-term maturity of these instruments.

~~Impairment~~Accounts ~~of Long~~Receivable-~~Lived~~ ~~Assets-~~Accounts ~~The~~deemed ~~Company~~uncollectible ~~evaluates~~are ~~the~~written ~~recoverability~~off ~~of its fixed assets and other assets~~ in ~~accordance with section 360-10-15 of~~ the ~~FASB~~year ~~Accounting~~they ~~Standards~~become ~~Codification for disclosures about Impairment or Disposal of Long-Lived Assets~~uncollectible. ~~Disclosure requires~~As ~~recognition~~ of ~~impairment~~March ~~of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so~~31, it2012 ~~is considered to be impaired~~ and ~~is written down to fair value~~ 2011, ~~which is determined based on either discounted future cash flows or appraised values. The Company adopted~~ the ~~statement~~balance onin ~~inception.~~Accounts NoReceivable ~~impairments~~was of$0 ~~these~~and ~~types of assets were recognized during the two years ended March 31~~$0, ~~2011~~respectively.

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the two years ended March 31, 2012.

Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (~~“Paragraph 820-10-35-37”~~24) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

TRYON ALPHA, INC.

~~F-7~~(A DEVELOPMENT STAGE COMPANY)

Table of Contents

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~ MARCH 31, ~~2010~~2012

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

Fair Value for Financial Assets and Financial Liabilities- The ~~carrying amounts~~Company follows paragraph 825-10-50-10 of the ~~Company’s~~FASB ~~financial~~Accounting ~~assets~~Standards Codification ~~and~~for ~~liabilities,~~disclosures ~~such~~about asfair ~~cash~~value of its financial instruments and ~~accrued~~paragraph ~~expenses,~~820-10-35-37 ~~approximate~~of ~~their~~the ~~fair~~FASB ~~values~~Accounting Standards ~~because~~Codification of(“Paragraph 820-10-35-37”) to measure the ~~short~~fair ~~maturity~~value of ~~these~~its financial instruments. ~~The~~Paragraph ~~Company’s~~820-10-35-37 establishes ~~note~~a ~~payable~~framework ~~approximates~~for ~~the~~measuring fair value in accounting principles generally accepted in the United States of ~~such~~America ~~instrument~~(U.S. ~~based~~GAAP), ~~upon~~and ~~management’s~~expands ~~best~~disclosures ~~estimate~~about offair ~~interest~~value ~~rates~~measurements. ~~that~~To ~~would~~increase beconsistency ~~available~~and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the ~~Company~~highest ~~for~~priority ~~similar~~to ~~financial~~quoted ~~arrangement~~prices (unadjusted) atin ~~March~~active ~~31,~~markets ~~2011~~for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March31, 2011, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended March 31, 2011.

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at March 31, 2012.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2012, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended March 31, 2012.

Recent Accounting Pronouncements

~~In March 2010,~~The ~~the~~Company ~~FASB~~has ~~issued~~reviewed ~~Accounting~~all ~~Standard~~recently ~~Update~~issued, ~~No.~~but ~~2010-11~~not ~~“Derivatives~~yet ~~and Hedging” (Topic 815). ASU No. 2010-11 update provides amendments to subtopic 815-15~~effective, ~~Derivatives~~accounting ~~and~~pronouncements ~~hedging. The amendments clarify about the scope exception in paragraph 815-10-15-11~~ and ~~section~~does ~~815-15-25~~not asbelieve ~~applicable to~~ the ~~embedded~~future ~~credit derivatives. The ASU is effective on the first day of~~adoption ~~the~~of ~~first~~any ~~fiscal~~such ~~quarter~~pronouncements ~~beginning~~may ~~after~~be ~~June~~expected ~~15,~~to ~~2010.~~cause ~~Therefore, for~~ a ~~calendar-year-end~~material ~~entity,~~impact ~~the ASU becomes effective~~ on ~~July~~ 1,its ~~2010.~~consolidated ~~Early~~financial ~~application~~condition isor ~~permitted at~~ the ~~beginning~~consolidated results of ~~the~~its ~~first fiscal quarter beginning after March 5, 2010~~operations.

In May ~~April 2010~~2011, ~~the~~ FASB issued Accounting ~~Standard~~Standards Update No. ~~2010~~ 2011-~~12.~~ 04, “~~Income~~Fair ~~Taxes”~~Value Measurements (Topic ~~740~~820).: ~~ASU No.2010-12 amends FASB Accounting~~Amendments ~~Standard Codification subtopic 740-10 Income Taxes~~ to ~~include~~Achieve ~~paragraph~~Common ~~740-10-S99-4.~~Fair OnValue ~~March~~Measurement ~~30,~~and ~~2010~~Disclosure ~~The~~Requirements ~~President~~in ~~signed~~U.S. GAAP ~~the Health~~and ~~Care~~IFRSs” (“ASU ~~& Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23, 2010~~2011-04”). ~~FASB~~ ASU ~~Codification~~2011-04 ~~topic~~changes ~~740, Income Taxes, requires~~ the ~~measurement~~wording ofused ~~current and deferred tax liabilities and assets~~ to bedescribe ~~based on~~many ~~provisions~~ of ~~enacted~~the ~~tax~~requirements ~~law. The effects of future changes~~ in ~~tax~~U.S. GAAP ~~laws~~for ~~are~~measuring ~~not~~fair ~~anticipated.”~~value ~~Therefore,~~and ~~the~~for ~~different~~disclosing ~~enactment~~information ~~dates~~about offair ~~the~~value ~~Act~~measurements ~~and~~to ~~reconciliation~~ensure ~~measure~~consistency ~~may~~between ~~affect~~U.S. GAAP ~~registrants~~and ~~with~~IFRS. aASU ~~period~~2011-~~end~~04 ~~that~~also ~~falls~~expands ~~between March 23, 2010~~the ~~(enactment~~disclosures ~~date~~for offair ~~the~~value ~~Act),~~measurements ~~and~~that ~~March~~are ~~30,~~estimated ~~2010~~using ~~(enactment~~significant ~~date~~unobservable ~~of the reconciliation measure~~(Level 3) inputs. ~~However,~~This ~~the announcement states~~new ~~that~~guidance ~~the~~is ~~SEC~~to ~~would~~be ~~not~~applied ~~object~~prospectively. The ifCompany ~~such~~anticipates ~~registrants~~that ~~were to account for~~ the ~~enactment~~adoption of ~~both~~this ~~the~~standard ~~Act~~will ~~and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does~~ not ~~believe that it would be appropriate~~materially ~~for~~expand ~~registrants~~its tofinancial ~~analogize~~statement tonote ~~this view in any other fact patterns~~disclosures.”

~~In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation”~~ (~~Topic 718~~25). ASU No.2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted.

~~In April 2010,~~TRYON ~~the FASB issued Accounting Standards Update No.2010-14~~ALPHA, ~~“Accounting for Extractive Activities – Oil & Gas” (Topic 932)~~INC. ASU No. 2010-14 amends FASB accounting Standard paragraph 932-10-S99-1 due to SEC release no. 33-8995 [FR 78], Modernization of Oil and Gas Reporting and provides update as to amendments to SEC Regulation S-X, Rule 4-10.

~~In April 2010, the FASB issued Accounting Standard Update No. 2010-15. “Financial Services-Insurance”~~ (~~Topic 944) ASU No.2010-15~~A ~~gives~~DEVELOPMENT ~~direction~~STAGE ~~on how investments through separate accounts affect an insurer’s~~COMPANY)

F-8

Table of Contents

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~ MARCH 31, ~~2010~~2012

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D

~~consolidation~~Recent ~~analysis~~Accounting ofPronouncements those investments. Under the ASU: an insurance entity should not consider any separate account interests held for the benefit of policy holders in an investment to be the insurer's interests and should not combine those interests with its general account interest in the same investment when assessing the investment for consolidation, unless the separate account interests are held for the benefit of a related party policy holder as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those Subsections require the consideration of related parties. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon the date of adoption.(cont’d)

In ~~April 2010,~~ ~~the~~June 2011, FASB issued ~~Accounting~~ASU ~~Standard Update~~ No. ~~2010~~ 2011-~~16.~~05, “~~Entertainment-Casinos”~~Comprehensive Income (ASC Topic ~~924~~220).: Presentation of Comprehensive Income” (“ASU ~~No.2010~~2011-1605”), ~~addresses diversity~~which inamends ~~practice~~current ~~regarding~~comprehensive ~~whether~~income anguidance. This ~~entity~~accounting update ~~accrues~~eliminates ~~liabilities~~the ~~for~~option ato ~~base~~present ~~jackpot~~the ~~before~~components itof isother ~~won~~comprehensive ~~because~~income ~~they~~as ~~could~~part ~~avoid~~ of the ~~payment.~~statement ~~The~~of ~~amendments~~shareholders’ equity. Instead, inthe ~~this~~Company ~~update~~must ~~clarify~~report ~~that~~comprehensive anincome ~~entity~~in ~~should~~either ~~not~~a ~~accrue~~single ~~jackpot~~continuous ~~liabilities~~statement ~~(or~~of ~~portions~~comprehensive ~~thereof)~~income ~~before~~which acontains ~~jackpot~~two issections, ~~won~~net ifincome ~~the~~and ~~entity~~other ~~can~~comprehensive ~~avoid~~income, ~~paying~~or ~~that~~in ~~jackpot.~~two ~~Jackpots~~separate ~~should~~but beconsecutive ~~accrued~~statements. ASU 2011-05 ~~and~~will ~~charged~~be toeffective ~~revenue~~for ~~when~~public ~~an entity~~companies ~~has~~during the ~~obligation~~interim toand ~~pay~~annual ~~the~~periods ~~jackpot~~beginning after December 15, 2011, with early adoption permitted. The ~~This~~Company ~~guidance~~is ~~applies~~reviewing toASU ~~both~~2011-05 ~~base~~to ~~and~~ascertain ~~progressive~~its ~~jackpots.~~impact ~~The~~on ~~ASU~~the ~~amendments~~Company’s financial ~~are~~position, ~~effective~~results ~~for~~of ~~fiscal~~operations ~~years,~~or ~~and~~cash ~~the~~flows ~~interim~~as ~~periods~~it ~~within~~only ~~those~~requires ~~fiscal~~a ~~years,~~change ~~beginning~~in onthe orformat ~~after~~of ~~December~~the ~~15,~~current ~~2010~~presentation.

In September ~~April 2010~~2011, the FASB issued ~~Accounting Standard Update No. 2010~~ASU 2011-~~17.~~08 ~~“Revenue~~which ~~Recognition-Milestone~~provides ~~Method”~~an ~~(Topic~~entity ~~605)~~the ~~ASU~~option ~~No.2010-17 provides~~to ~~guidance~~first onassess ~~defining~~qualitative afactors ~~milestone~~to ~~and~~determine whether ~~determining when~~ it ~~may~~is benecessary ~~appropriate~~ to ~~apply~~perform the ~~milestone~~current ~~method~~two-step oftest ~~revenue recognition~~ for ~~research~~goodwill ~~or development transactions~~impairment. If Anan entity ~~often~~believes, ~~recognizes these milestone payments~~ as ~~revenue in their entirety upon achieving~~ a ~~specific~~ result of ~~from~~its ~~the~~qualitative ~~research~~assessment, orthat ~~development~~it ~~efforts.~~is Amore-likely-than-not ~~vendor can recognize consideration~~ that is ~~contingent~~the ~~upon~~fair ~~achievement~~value of a ~~milestone~~reporting inunit ~~its~~is ~~entirety~~less asthan ~~revenue~~its incarrying amount, the ~~period~~quantitative inimpairment ~~which~~test ~~the milestone~~ is ~~achieved only if the milestone meets all criteria to be considered substantive~~required. Otherwise, ~~Determining~~no ~~whether~~further atesting ~~milestone~~ is ~~substantive is a matter of judgment made at the inception of the arrangement~~required. The ~~ASU~~revised standard is effective for ~~fiscal~~annual ~~years~~ and interim ~~periods~~goodwill ~~within~~impairment ~~those~~tests performed for fiscal years beginning ~~on or~~ after ~~June~~December 15, ~~2010~~2011. We ~~Early~~do ~~application~~not isexpect ~~permitted.~~that ~~Entities~~the ~~can~~adoption ~~apply~~of this ~~guidance~~standard ~~prospectively~~will tohave ~~milestones achieved~~a ~~after~~material ~~adoption.~~impact ~~However,~~on ~~retrospective~~our ~~application~~results toof ~~all~~operations, ~~prior~~cash ~~periods~~flows isor ~~also permitted~~financial condition.

In December ~~April 2010~~2011, ~~the~~ FASB issued Accounting ~~Standard~~Standards Update ~~No. 2010~~2011-~~18.~~11, “~~Receivables”~~Balance ~~(Topic~~Sheet ~~310). ASU No.2010~~-18 ~~provides~~Disclosures ~~guidance on~~about ~~accounting~~Offsetting ~~for~~Assets ~~acquired~~and Liabilities” ~~loans~~to ~~that~~enhance ~~have~~disclosure ~~evidence~~requirements ofrelating ~~credit~~to ~~deterioration~~the ~~upon~~offsetting ~~acquisition.~~of ~~Paragraph 310-30-15-6 allows acquired~~ assets ~~with~~and ~~common~~liabilities ~~risk~~on ~~characteristics~~an toentity's ~~be accounted for in the aggregated as a pool~~balance sheet. ~~Upon~~The ~~establishment~~update ofrequires ~~the~~enhanced ~~pool,~~disclosures ~~the~~regarding ~~pool becomes~~assets ~~the~~and ~~unit~~liabilities ofthat ~~accounting. When loans~~ are ~~accounted~~presented ~~for~~net asor agross ~~pool,~~in the ~~purchase discount is not allocated to individual loans;~~statement ~~thus all~~ of ~~the~~financial ~~loans~~position inwhen the ~~pool~~right ~~accrete~~of atoffset aexists, ~~single~~or ~~pool~~that ~~rate~~are ~~(based~~subject onto ~~cash~~an ~~flow~~enforceable ~~projections~~master ~~for~~netting ~~the pool)~~arrangement. ~~Under~~The ~~subtopic~~new ~~310-30,~~disclosure ~~the~~requirements ~~impairment~~relating ~~analysis~~to ~~also~~this isupdate ~~performed~~are onretrospective ~~the~~and ~~pool~~effective asfor aannual ~~whole~~and asinterim ~~opposed~~periods tobeginning ~~each~~on ~~individual loan. Paragraphs 310-40-15-4~~or ~~through~~after ~~15-12~~January ~~establish~~1, ~~the~~2013. ~~criteria~~The ~~for~~update ~~evaluating~~only ~~whether~~requires aadditional ~~loan~~disclosures, ~~modification should be classified~~ as asuch, ~~troubled~~we ~~debt~~do ~~restructuring. Specifically~~not ~~paragraph~~expect ~~310-40-15-5 states~~ that “athe ~~restructuring~~adoption of athis ~~debt constitutes a troubled debt restructuring for~~standard ~~purposes~~will ofhave ~~this subtopic if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants~~ a ~~concession~~material toimpact ~~the~~on ~~debtor~~our ~~that~~results ~~it would not otherwise consider.” The ASU is effective for modification~~ of ~~loans~~operations, ~~accounted for~~cash ~~within~~flows ~~pools under subtopic 310-30 occurring in the first interim~~ or ~~annual~~financial ~~period ending on or after July 15, 2010~~condition. ~~The amendments are to be applied prospectively. Early application is permitted.~~

In May 2010, the FASB issued Accounting Standard Update No. 2010-19 “Foreign Currency”. (“ASU No. 2010-19”). ASU 2010-19, codifies the SEC staff announcement made at the March 18, 2010, EITF meeting. The ASU “provides the SEC staff’s views on certain foreign currency issues related to investments in Venezuela.” These issues relate to Venezuela’s highly inflationary status. The ASU became effective on March 18, 2010.

Other ASUs not effective until after June 30, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

NOTE D-SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the years ended March 31, ~~2011~~2012 and ~~2010~~2011 is summarized as follows:

Cash paid during the years ended March 31, ~~2011~~2012 and ~~2010~~2011 for interest and income taxes:

			2011				2010
					2012				2011
~~Interest~~	Interest	$	—	$	—	$	—	$	—
~~Taxes~~	Taxes	$	—	$	—	$	—	$	—

(26)

TRYON ALPHA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

NOTE E-SEGMENT REPORTING

The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of March 31, ~~2011~~2012.

NOTE F—CAPITAL STOCK

The Company is authorized to issue 100,000,000 common shares at $.0001 par value per share.

AsDuring the ofyear ended March 31, ~~2011~~2012, 850,000 shares were returned to the Company ~~had~~ ~~the~~and ~~following~~canceled. ~~common~~The Company issued additional 1,350,000 shares ~~outstanding:~~and recorded $135 stock subscription receivable related to this issuance.

	Number of shares		Total Purchase Price
Ange Properties, LLC		500,000	$	50
Garvin Strategic Capitol, LLC		250,000		25
Gideon Atlantic, LLC		250,000		25
		1,000,000	$	100

As of March 31, 2012, the Company had the following common shares outstanding:

The Company is authorized to issue 10,000,000 preferred shares at $.0001 par value per share.

	Number of Shares
Ange Properties, LLC		75,000
Garvin Strategic Capital, LLC		37,500
Gideon Atlantic LC		37,500
Jonathan Patton		1,350,000
		1,500,000

As of March 31, ~~2011~~2012, the Company has not issued any preferred shares of stock.

NOTE G – DEVELOPMENT STAGE COMPANY

The Company is in the development stage as of March 31, ~~2011~~2012 and to date has had no significant operations. Recovery of the Company’s assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s ~~development~~ development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.

NOTE H— SHAREHOLDER LOAN/RELATED ~~PARTY~~ ~~TRANSACTIONS~~PARTY

During the year ended March 31, ~~2011~~2012, ~~Ange~~ ~~Properties, LLC,~~ the ~~principal~~shareholders ~~stockholder~~ of the Company, paid an aggregate of $616,~~585~~356 on the Company’s behalf to cover costs and expenses incurred by the Company during the year, compared with $56,~~899~~585 paid ~~by Ange Properties, LLC~~ during the ~~twelve months~~year ended March 31, ~~2010~~2011. As a result, the payable due to ~~this~~shareholder ~~related party~~ is $1733,~~524~~880 and $1017,~~940~~524 as of March 31, ~~2011~~2012 and ~~2010~~ 2011, respectively.

F-The Company has an outstanding Note Payable with a related party. The amount of the loan is $9,150 and it is payable on demand, the annual interest rate on the note is 8%.

~~Table~~Accrued interest ofnot ~~Contents~~paid for the period from inception (December 3, 2007) through March 31, 2012 was $3,111.

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010

NOTE H—SHAREHOLDER LOAN/RELATED PARTY —CONT’D

Since inception, the Company has borrowed $9,150 from Ange Properties, LLC to cover certain costs and expenses incurred in connection with the preparation and filing of reports under the Exchange Act and the identification and due diligence process with respect to a Business Combination. The unsecured loan is evidenced by a promissory note that is payable on demand with interest calculated at the rate of 8% per year.

Unpaid accrued interest for the period from inception (December 3, 2007) through March 31, 2011 was $2,379.

The Company utilizes office space provided free of charge by Mr. Cauley. The Company will continue to maintain its offices at this location until the consummation of a Business Combination, if ever. The effects of rent expense are immaterial to the financial statements taken as a whole.

(27)

TRYON ALPHA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF MARCH 31, 2012

NOTE I—INCOME TAXES

Due to the operating loss and the inability to recognize an income tax benefit, there is no provision for current or deferred federal or state income taxes for the period from inception through March 31, ~~2011~~2012.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of March 31, ~~2011~~2012 is as follows:

Total Deferred Tax Asset	$	(914,~~900~~700	)
Valuation Allowance		914,~~900~~700
Net Deferred Tax Asset	$	—

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended March 31, ~~2011~~2012 and ~~2010~~2011 is as follows:

	2011		2010
Income tax computed at the federal statutory rate	34.0	%	34.0	%
State income tax, net of federal tax benefit	0.0	%	0.0	%
Total	34.0	%	34.0	%
Valuation allowance	-34.0	%	-34.0	%
Total deferred tax asset	0.0	%	0.0	%

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $24,~~500~~800 and $24,300 in the years ended March 31, ~~2011~~2012 and ~~2010~~2011, respectively.

As of March 31, ~~2011~~2012, the Company had a federal and state net operating loss carry forward in the amount of approximately $2943,~~153,~~ 474 which expires in the year 2030.

~~F-11~~(28)

Table of Contents

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010

NOTE J – CORRECTION OF ERRORS AND RESTATEMENTS

The Company has restated its balance sheet and statement of operations at March 31, 2010 to correct errors in its accounting. On the balance sheet, the amount recorded under notes payable to a related party were reduced from $15,455 to $9,150 and the amount recorded on accrued expenses was reduced from $5,935 to -0-. In each case, the difference was moved to payable to shareholder, which increased from -0- to $10,940. In addition, the amount recorded as accrued interest to a related party increased from -0- to $1,647. On the statement of operations, the amount recorded as total expenses was increased by $445 from $5,454 to $5,899, the amount recorded as interest expense was reduced by $100 from $832 to $732 and the amount recorded as a net loss increase by $345 from 6,286 to $6,631.

The following are the before and after balances as restated for the year ended March 31, 2010:

	Before Restatement			After Restatement			Change
Balance Sheet
Liabilities and Stockholders’ Deficit
Note payable to related party	$	15,455		$	9,150		$	(6,305	)
Accrued interest to a related party	$	—		$	1,647		$	1,647
Payable to shareholder	$	—		$	10,940		$	10,940
Accrued expense	$	5,935		$	—		$	5,935
Stockholders’ Deficit
Retained deficit	$	(21,492	)	$	(21,837	)	$	(345	)
Statement of Operations
Expenses
Total expenses	$	5,454		$	5,899		$	(445	)
Other (Expenses)/Income
Interest expense	$	832		$	732		$	100
Net loss	$	(6,286	)	$	(6,631	)	$	345

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~On August 20, 2010, the Company filed a Current Report on Form 8-K with the Securities and Exchange Commission to disclose that it dismissed Traci J~~None. Anderson, CPA’s (“TJA”) as its independent registered public accountants as of August 19, 2010, as required by Item 4.01. Change in Registrant’s Certifying Accountant thereof (the “8-K”). TJA had audited our financial statements as of March 31, 2008 and 2009 and for the period from December 3, 2007 (date of inception) to March 31, 2010. In the 8-K, the Company also disclosed that it had engaged Bongiovanni & Associates CPAS PLLC (“B&A”) as its independent registered public accountants, effective August 19, 2010 (the “Engagement Date”), to (i) audit the financial statements of the Company for the year ended March 31, 2011 and for the period from December 3, 2007 (date of inception) to March 31, 2011 and (ii) re-audit the Company’s financial statements for the year ended March 31, 2010. There were no disagreements with TJA.

During the period from December 3, 2007 (date of inception) and through the Engagement Date, the Company had not consulted with B&A regarding either:

the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that B&A concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 9A. Controls and Procedures.

~~(a)~~Evaluation of Disclosure Controls: and Procedures

WeAs of ~~maintain~~the ~~disclosure~~end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive Officer, who is our Principal Financial Officer, and who we refer to in this annual report as our PEO, an evaluation of the effectiveness of our disclosure controls and procedures ~~that~~as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in ~~our~~the ~~Exchange~~reports ~~Act~~we ~~reports~~file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~Securities and Exchange Commission~~SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~Chief~~PEO, ~~Executive~~to ~~Officer,~~allow ~~who~~timely decisions regarding ~~also~~required isdisclosures. ~~our~~Based ~~Chief~~upon ~~Financial~~that ~~Officer~~evaluation, toour ~~allow~~PEO ~~for~~concluded ~~timely~~that ~~decisions~~as ~~regarding~~of ~~required~~such ~~disclosure.~~date, Anour ~~evaluation~~disclosure ~~was~~controls ~~performed~~and procedures ~~under~~were ~~the~~not ~~supervision~~effective ~~and~~to ~~with~~ensure that the ~~participation~~information ofrequired ~~the~~to ~~Company’s~~be ~~management,~~disclosed ~~including~~by ~~the~~us ~~Chief~~in ~~Executive~~our ~~Officer~~reports is recorded, onprocessed, summarized ~~the~~and ~~effectiveness~~reported ofwithin the ~~Company’s~~time ~~disclosure~~periods ~~controls~~specified ~~and~~by ~~procedures~~the SEC as a result of ~~March~~the ~~31,~~weakness ~~2011~~in our internal controls described below.

Pursuant to this evaluation, our Chief Executive Officer concluded that, as of March 31, 2011, the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weakness described below under “Management’s Annual Report on Internal Control over Financial Reporting.”

WeManagement is ~~are~~responsible ~~exploring~~for establishing and maintaining adequate internal control over financial reporting, (“ICFR”) as defined ~~certain~~in ~~corrective~~Rules ~~actions~~13a-15(f) and 15d-15(f) under the Exchange Act. ICFR is a process designed to ~~remediate~~provide reasonable assurance regarding the ~~material~~reliability ~~weaknesses~~of financial reporting and the preparation of financial statements in ~~our~~accordance ~~disclosure~~with ~~controls~~generally accepted accounting principles in the United States, or GAAP. A company’s ICFR includes those policies and procedures ~~but~~that: we(i) ~~are~~pertain ~~constrained~~to the bymaintenance ~~our~~of ~~lack~~records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and ~~other~~that ~~resources~~receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, asuse ~~described~~or ~~more~~disposition ~~fully~~of ~~below~~the Company’s assets that could have a material effect on the consolidated financial statements.

WeBecause of ~~have~~its ~~concluded that~~inherent ~~the~~limitations, ~~financial~~ICFR ~~statements~~may innot ~~this~~prevent ~~Annual~~or ~~Report~~detect ~~fairly~~misstatements. ~~present~~Also, inprojection ~~all~~of ~~material~~any ~~respects,~~evaluation ~~our~~of ~~financial~~effectiveness to ~~position,~~future ~~results of~~periods ~~operations~~is ~~and~~subject ~~cash~~to ~~flows~~the asrisk that controls may become inadequate because of ~~the~~changes ~~dates~~in conditions, ~~and~~or ~~for~~that the ~~periods,~~degree of ~~presented~~compliance with the policies or procedures may deteriorate. Accordingly, ineven ~~conformity~~an effective system of ICFR will provide only reasonable assurance with ~~GAAP~~respect to financial statement preparation.

Management assessed the effectiveness of our ICFR as of the end of the period covered by this report using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (b“COSO”) ~~Management~~ in Internal Control—Integrated Framework. Based on this evaluation, management concluded that, as of March 31, 2012, the Company’s ~~Annual~~ICFR was not effective ~~Report~~at onthe ~~Internal~~reasonable ~~Control~~assurance ~~Over~~level ~~Financial~~because ~~Reporting:~~we identified the following material weaknesses:

~~Internal~~1. ~~control~~ We did not maintain effective controls over ~~financial~~the ~~reporting~~control environment. Specifically, aswe ~~such~~have ~~term~~not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, our director is not independent nor does she qualify as an audit committee financial expert as defined in ~~Exchange~~Item ~~Act Rules 13a-15~~407(fd) ~~and 15d-15~~(f5) (~~“ICFR”~~ii), ~~refers to~~of ~~the~~Regulation ~~process~~S-K. ~~designed~~Since ~~by,~~these orentity ~~under~~level ~~the~~programs ~~supervision~~have ~~of,~~a ~~our~~pervasive ~~Chief~~effect ~~Executive~~across ~~Officer~~the organization, ~~and~~management ~~effected~~has bydetermined ~~our~~that ~~Board~~these ofcircumstances ~~Directors~~constitute ~~and management~~a material weakness. 2. We did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ~~provide~~ensure ~~reasonable~~that ~~assurance~~all ~~regarding~~disclosures ~~the~~required ~~reliability~~were originally addressed in our financial statements. 3. There existed a lack of segregation of duties in regard to the Company’s financial reporting, ~~and~~procedures ~~the~~for ~~preparation~~depositing of ~~financial statements~~funds, procedures for ~~external~~cash ~~purposes~~disbursements, inprocedures ~~accordance~~for ~~with~~checkbook ~~generally~~entries, ~~accepted~~period ~~accounting~~close ~~principles~~procedures, and ~~includes~~procedures ~~those~~for ~~policies~~financial ~~and procedures~~statement ~~that:~~preparation.

·A material ~~Pertain~~weakness toin ~~the~~ICFR ~~maintenance~~is ofdefined ~~records that~~ in ~~reasonable~~Section ~~detail~~210.1-02(4) ~~accurately~~of ~~and~~Regulation ~~fairly~~S-X ~~reflect~~promulgated by the ~~transactions~~SEC ~~and~~as ~~dispositions~~a deficiency, or combination of ~~the~~deficiencies, ~~assets~~in ofICFR, ~~the~~such ~~Company;~~that ·there ~~Provide~~is a reasonable ~~assurance~~possibility that ~~transactions~~a ~~are~~material ~~recorded~~misstatement asof ~~necessary~~the toannual ~~permit~~or ~~preparation~~interim of financial statements inwill ~~accordance~~not ~~with~~be ~~generally~~prevented ~~accepted~~or ~~accounting~~detected ~~principles,~~on ~~and~~a ~~that~~timely. ~~receipts~~A ~~and~~significant ~~expenditures~~deficiency ofis ~~the~~a ~~Company~~deficiency, ~~are~~or ~~being~~a ~~made~~combination ~~only~~of deficiencies, in ~~accordance~~ICFR ~~with~~that ~~authorizations~~is ofless ~~management~~severe ~~and~~than ~~directors~~a ofmaterial ~~the~~weakness, ~~Company;~~yet ~~and~~important ·enough ~~Provide~~to ~~reasonable~~merit ~~assurance~~attention ~~regarding~~by ~~prevention~~those orresponsible ~~timely~~for ~~detection~~ oversight of ~~unauthorized~~the ~~acquisition,~~Company's ~~use~~financial orreporting. ~~disposition~~As a result of the material weaknesses in the Company’'s ~~assets~~ICFR, ~~that~~there ~~could~~are ~~have~~increased arisks of ~~material~~errors ~~effect~~in onfinancial ~~the~~reporting ~~financial~~under ~~statements~~current operations.

~~(17)~~We believe that the weaknesses in our disclosure controls and procedures and our internal control over financial reporting are a direct consequence of our size, resource constraints and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. We were organized to serve as a vehicle for a business combination with an operating or development stage business and we have not engaged in any substantive business operations and do not expect to engage in any such activities, unless and until we consummate a business combination. We have no full-time employees.

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ICFR cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. ICFR is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our management is responsible for establishing and maintaining adequate ICFR. Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of March 31, 2011. Based upon that evaluation, management identified material weaknesses in the Company’s ICFR, as described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the annual or interim financial statements will not be prevented or detected on a timely basis.

1. We did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our personnel 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 March 31, 2011. 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.

As a result of the foregoing material weaknesses, management concluded that we did not maintain effective ICFR as of March 31, 2010, based on the criteria established in “Internal Control — Integrated Framework”, issued by the COSO.

We believe that the weaknesses in our disclosure controls and procedures and our internal control over financial reporting are a direct consequence of our size, resource constraints and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. We were organized to serve as a vehicle for a business combination with an operating or development stage business and we have not engaged in any substantive business operations and do not expect to engage in any such activities, unless and until we consummate a business combination. We have no full-time employees. As a result, we are constrained by our lack of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2011~~2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The table sets forth information as of the date of this report with respect to our management:

Name	Age	Title
Mercer Cauley	4245	President and Director

Mr. Cauley has been our President and sole director since inception. Since 2003, Mr. Cauley has been engaged by as an attorney by the firm of Rogers & Rogers specializing in immigration matters. From 1996 to 2003, he was the director of student affairs for Teen Mania Ministries of Garden Valley Texas. During 2002, Mr. Cauley was an adjunct professor at Tyler Junior College in Tyler, Texas.

The term of office of our director expires at the Company's annual meeting of stockholders or until his successor is duly elected and qualified. Our director is not compensated for serving as such. Officers serve at the discretion of the Board of Directors.

Section 16 Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to ~~file~~ file reports regarding ownership of and transactions in our securities with the Securities and Exchange Commissioner and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons we believe that during fiscal year ended March 31, ~~2011~~2012, we believe that our sole director, officer and stockholder is in compliance with the requirements of Section 16(a).

Involvement in Certain Legal Proceedings

To the best of our knowledge, from inception to March 31, 2012, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Code of Ethics.

The Company has not adopted a code of ethics. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a code of ethics at this time. The board of directors takes the position that management of a Target Business will adopt a code of ethics that will be suitable for its operations after the Company consummates a Business Combination.

Audit Committee.

The board of directors has not established an audit committee nor adopted an audit committee charter; rather, the entire board of directors serves the functions of an audit committee. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires an audit committee at this time. The board of directors takes the position that management of a Target Business will make a determination as to whether to establish an audit committee and to adopt an audit committee charter that will be suitable for its operations after the Company consummates a Business Combination.

Stockholder Communications.

The board of directors has not adopted a process for security holders to send communications to the board of directors. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a process for security holders to send communications to the board of directors at this time. The board of directors takes the position that management of a Target Business will establish such a process that will be appropriate for its operations after the Company consummates a Business Combination.

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Item 11. Executive Compensation.

The Company has not paid any ~~cash~~ compensation to any person since inception and will not pay any compensation until it affects a Business Combination, at which time compensation shall be in the discretion of ~~then~~incoming ~~current~~ management. ~~Current management expects to devote only such time to the affairs of the Company as required to affect the Company’s business plan.~~

The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.

The Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time. The board of directors takes the position that management of a Target Business will take such action to establish and seat a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Combination, if ever.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The ~~following~~ following table sets forth, as of July 811, ~~2011~~2012, certain information regarding beneficial ownership of our common stock by our sole officer and director, who is our only stockholder.

The ~~applicable~~ applicable percentage of ownership is based on 1,~~000~~500,000 shares outstanding. The address the person named in the table below is care of the Company.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned
Mercer Cauley		~~250~~37,~~000~~500 (1)		252.5	%
Ange Properties, LLC (2)		~~500~~75,000		505	%
Garvin Strategic Capital, LLC		~~250~~37,~~000~~500		252.5	%
All officers and directors as a group (1 person)		250,000		25	%
Jonathan Patton		1,350,000		90	%
All officers and directors as a group (1 person)		37,500		2.5	%

(1)	Mr. Cauley owns these shares through Gideon Atlantic, LLC, over which he exercises sole ownership and control.
(2)	This entity is owned by our sole officer’s and director’s sister and brother-in-law, and he disclaims beneficial ownership of such entity’s shares.

Compensation Plans.

We have not adopted any compensation plans for the benefit of our employees, representatives or consultants. The Company does not have outstanding any options, warrants or other rights outstanding that entitle anyone to acquire shares of capital stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions.

During the ~~twelve months~~year ended March 31, ~~2011~~2012, ~~Ange Properties, LLC,~~ the ~~principal~~shareholders ~~stockholder~~ of the Company, paid an aggregate of $616,~~585~~356 on ~~our~~ the Company’s behalf to cover costs and expenses incurred by the Company during the year, compared with $6,585 paid during the year ended March 31, 2011. As a result, the payable due to shareholder is $33,880 and $17,524 as of March 31, 2012 and 2011, respectively.

~~Since inception,~~The ~~the~~ Company has ~~borrowed~~an ~~$9,150~~outstanding ~~from~~note ~~Ange~~payable ~~Properties,~~with ~~LLC~~a ~~Company~~related toparty. ~~cover~~The ~~certain~~amount ~~costs and expenses incurred in connection with the preparation and filing~~ of ~~reports under~~ the ~~Exchange Act and the identification and due diligence process with respect to a Business Combination. The~~ loan is ~~evidenced~~$9,150 byand ait ~~promissory note that~~ is payable on demand, ~~with~~the annual interest ~~calculated~~rate aton the ~~rate of~~note is 8% ~~per year~~.

~~The Company utilizes~~Accrued ~~office~~interest ~~space~~not ~~provided~~paid ~~free~~for ofthe ~~charge~~period byfrom ~~Mr.~~inception ~~Cauley.~~(December ~~The~~3, ~~Company~~2007) ~~will~~through ~~continue~~March to31, ~~maintain~~2012 ~~its~~was ~~offices at this location until the consummation of a Business Combination~~$3, ~~if ever~~111.

Director Independence.

The Company has not established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system.

Current management cannot predict whether incoming management of a Target Business upon the consummation of a Business Combination, if such transaction occurs, will adopt a definition of “independence” or establish any committees of the board, such as an audit committee, a compensation committee or nominating committee.

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Item 14. Principal Accounting Fees and Services.

AUDIT FEES. The aggregate fees billed for professional services rendered by Bongiovanni & Associates, CPAS, for the audit of the Company's annual financial statements for the fiscal years ending on March 31, ~~2011~~2012 and March 31, ~~2010~~2011 were $23,~~100~~500 and $2,100, respectively. In addition, the Company paid Traci J. Anderson, CPA’s (“TJA”) the sum of $1,500 in connection with the audit of the 2010 financial statements; however, upon the revocation of that firm’s registration by the Public Company Accounting Oversight Board, the Company is not entitled to rely upon TJA’s audit report for 2010, necessitating the re-audit of the 2009 financial statements by Bongiovanni & Associates, CPA’s. The aggregate fees billed for professional fees rendered in connection with the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal years ending March 31, ~~2011~~2012 and March 31, ~~2010~~2011 were $800 and $800, respectively.

AUDIT-RELATED FEES. We did not pay any audit related fees paid to our accountants for either of the past two fiscal years.

TAX FEES. We did not pay any tax fees to our accountant for either of the past two fiscal years.

ALL OTHER FEES. We did not pay any fees for services rendered for the past two fiscal years to our accountants, other than the audit services fee referenced above.

PRE-APPROVAL POLICY. The Company has not established an audit committee nor adopted an audit committee charter. Rather, it is the responsibility of the entire board of directors to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors, such approval to take place in advance of such services when required by law, regulation, or rule, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the board prior to completion of the audit.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

The financial statements of Tryon Alpha, Inc. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.

(b) Exhibits.

The following are filed as exhibits to this report:

Exhibit No.	Description	Location Reference
3.1	Articles of Incorporation	1
3.2	Bylaws	1
10.1	Form of Promissory Note made by the registrant in favor of Ange Properties, LLC.	1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.	2
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	2

1.	Incorporated by reference to the ~~registrant~~Company's registration statement on Form 10 as filed with the SEC on March 20, 2008
2.	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to to be signed on its behalf by the undersigned, thereunto duly authorized on July 813, ~~2011~~2012.

TRYON ALPHA, INC.

By: /s/ Mercer Cauley

Mercer Cauley, President

Pursuant to to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on July 813, ~~2011~~2012.

Signature

Title

/s/ Mercer Cauley

Mercer Cauley

President, Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer and Director

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