UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~July~~August 128, ~~2011~~2012

TRYON ALPHA, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53139

26-1530805

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

127 North Tryon Street, Suite ~~307~~ 308, Charlotte, North Carolina 28202

(Address of principal executive offices) (Zip Code)

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

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

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

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

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

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

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

~~Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~(1)

OnItem ~~July~~ 1~~, 2011, the board of directors of Tryon Alpha, Inc~~.01 ~~(“we,”~~Entry ~~“us”~~into ora ~~the~~Material ~~“Company”), after~~Definitive 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 (the “Restated 2010 Financial Statements”) contained in the 2010 10-K to make the necessary accounting corrections and adjustmentsAgreement.

AsOn August a28, ~~result~~2012, in ~~our~~the ~~Annual~~Company ~~Report~~and onits ~~Form~~principal ~~10-K~~stockholder, Jonathan Patton, executed a letter agreement wherein Mr. Patton agreed to return to the Company for cancellation all 1,350,000 shares of common stock he owned as of said date in consideration of his release by the ~~year~~Company ~~ended~~from ~~March~~his 31obligations under an agreement between them dated August 17, 2011 (the “2011 ~~10-K~~Agreement”). Under 2011 Agreement, Mr. Patton had agreed (i) to pay $135 for the stock he purchased; (ii) to pay all costs and expenses incurred by the Company: after the date thereof; (iii) to actively engage in the identification of and negotiation for a Business Combination, and (iv) not to seek any contribution of capital from any other stockholder or affiliate of the Company after the date thereof.

(a)	restated its balance sheet as of March 31, 2010 and its statement of operations for the year ended March 31, 2010; and
(b)	amended 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.

Also on August 28, 2012, the Company sold and issued 850,000 shares of common stock to the persons named in the table below at a price equal to the par value per share. After giving effect to the issuance of the shares described in the foregoing sentence, there were 1,000,000 shares of common stock outstanding held as follows:

Background and Effects of the Restatement

Name	No. of Shares Sold	Aggregate Purchase Price	Amount of Beneficial Ownership After Giving Effect to Issuance	Percent of Outstanding Shares of Class Owned After Giving Effect to Issuance

Ange Properties, LLC	325,000	$32.50	400,000	40%
Garvin Strategic Capital, LLC	162,500	$16.50	200,000	20%
Gideon Atlantic, LLC ¹	162,500	$16,50	200,000	20%
Ange Capital, LLC	200,000	$20.00	200,000	20%

~~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~~1. ~~The Company has not engaged in any operations or generated any revenue~~This ~~since~~entity ~~its~~is ~~inception.~~wholly ~~Since~~owned ~~its~~by ~~inception~~Mercer Cauley, the Company’s ~~has~~president ~~relied~~and onsole ~~loans from or direct payments made by its stockholders to fund its operations~~director.

~~During fiscal~~The ~~2010, one of the~~ Company’s ~~stockholders~~issued ~~paid expenses on behalf of~~ the ~~Company~~shares inpursuant ~~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~~exemption ~~paid~~from by the ~~stockholder~~registration ~~should~~requirements ~~have~~under ~~been recorded as amounts payable to a related party in~~ the ~~liabilities~~Securities ~~section~~Act ofafforded ~~our~~by ~~balance sheet as of March 31, 2010. These errors necessitated the following corrections to our~~Section ~~balance~~4(2) ~~sheet as of March 31, 2010 and our statement of operations for the year ended March 31, 2010:~~thereof.

	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

The transactions consummated by the above-referenced transactions resulted in a change in control of the Company.

~~The effect of~~Item correcting the error has been recorded on the applicable statements in the Restated 2010 Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011 (“2011 Annual Report”)3.02 ~~The~~Unregistered ~~adjustments made~~Sales ~~as a result~~ of ~~the~~Equity ~~restatement are discussed in Note J “Correction of Errors and Restatements” of the Notes to Financial Statements included in the 2011 Annual Report~~Securities.

~~Management of~~The ~~the~~information ~~Company~~set ~~has~~forth ~~determined~~above ~~that the errors~~ in ~~the~~Item ~~2010~~1.01 ~~financial~~of ~~statements~~this ~~contained~~Current inReport ~~the~~on ~~2010~~Form 108-K ~~demonstrate~~is ~~material~~incorporated ~~weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting. A description of the control deficiencies identified~~ by ~~management~~reference asinto athis ~~result~~Item ~~of our internal reviews and management’s plan to remediate those deficiencies is set forth below~~3.02.

~~Material~~Item 5.02 ~~Weaknesses~~Departure inof ~~Internal Control~~Directors ~~Over~~or ~~Financial~~Certain ~~Reporting~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As disclosed~~On inAugust 28, 2012, the ~~2011~~Board ~~Annual~~of ~~Report,~~Directors ~~management~~appointed ~~has~~Justin ~~concluded~~Ange, ~~that~~age 25, to serve as the Vice President of ~~March~~the ~~31,~~Company. ~~2011,~~Mr. Ange aswill aserve ~~result~~at the discretion of ~~our~~the ~~failure~~Board toof ~~properly~~Directors. ~~record basic~~There ~~ongoing~~are ~~expenses~~no ~~and~~arrangements ~~liabilities,~~or ~~the~~understandings ~~Company’s~~between ~~disclosure~~Mr. ~~controls~~Ange and any ~~procedures~~other ~~were~~person ~~ineffective~~pursuant atto which he was selected as an officer. Mr. Ange is the ~~reasonable assurance~~nephew ~~level~~of Mercer Cauley, our President and sole director, and the ~~Company’s~~son ~~internal~~of ~~controls~~Dalton ~~over~~Ange, ~~financial~~the ~~reporting~~owner ~~were~~of ~~ineffective~~Ange ~~based~~Properties onLLC, ~~the~~a ~~criteria~~principal ~~established~~stockholder. Mr. Ange is not a party to any transaction in ~~Internal~~which ~~Control~~he –has ~~Integrated~~or ~~Framework~~will ~~issued~~have bya ~~the~~direct ~~Committee~~or ofindirect ~~Sponsoring~~material ~~Organizations~~interest, ofexcept ~~the~~that ~~Treadway~~his ~~Commission~~father, Dalton Ange, has loaned ~~for~~the Company the ~~following~~aggregate ~~reasons:~~principal amount of $43,531 since inception.

1.Since January ~~We did not maintain effective controls over the control environment. Specifically~~2011, ~~we have not developed and effectively communicated to our personnel our accounting policies and procedures~~Mr. ~~This~~Ange has ~~resulted~~served inas ~~inconsistent practices. Further,~~ the ~~Board~~Operations Manager of ~~Directors~~MedSource ~~does~~Pharmacy ~~not~~located ~~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~~Kinston, ~~management~~North ~~has determined that these circumstances constitute a material weakness. 2. We did not maintain effective controls over financial statement disclosure. Specifically~~Carolina, ~~controls~~where ~~were~~is responsible ~~not~~for ~~designed and in place to ensure that~~ all ~~disclosures~~activities ~~required~~associated ~~were~~with ~~originally~~its ~~addressed~~daily inoperations, ~~our~~including ~~financial~~internal ~~statements.~~accounting, 3.marketing, Wefront-end ~~did not maintain effective controls over financial reporting. Specifically~~management, purchasing, ~~controls~~supply ~~were~~chain ~~not~~management ~~designed~~ and inhuman ~~place~~services tomanagement. ~~ensure that the financial impact of certain complex equity transactions were appropriately and correctly reported~~Mr. ~~The~~Ange ~~transactions~~graduated ~~were~~from ~~identified~~College ~~by the auditors and calculated and reported correctly as~~ of ~~March~~Charleston ~~31,~~with ~~2011. 4. There existed~~ a ~~lack~~ bachelor of ~~segregation~~sciences ~~of duties~~ in ~~regard~~business toadministration ~~the~~in ~~Company’s~~December 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 duties2010.

Item 9.01. Financial Statements and Exhibits.

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

99.1 Letter Agreement by and between the registrant and Jonathan Patton dated August 28, 2012.

(2)

SIGNATURES

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

		TRYON ALPHA, INC.
Date: July 8, 2011	By:	/s/ Mercer Cauley.
	Name:	Mercer Cauley
	Title:	President

TRYON ALPHA, INC.

Date: August 28, 2012 By:

/s/ Mercer Cauley.

Mercer Cauley, President

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