UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: March 31, ~~2012~~2013

£	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~~52901

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~~308, 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 S ~~SNo~~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. £ ~~YesS~~ Yes S 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. 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). S Yes £ No

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 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 S~~ (Do not check if a smaller reporting company) Smaller reporting company S

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

SThe aggregate market value of voting and non-voting common ~~Yes£ No~~equity held by non-affiliates as of March 28, 2013 was approximately $ -0- .

~~The~~At ~~aggregate market~~June ~~value~~28, of2013 ~~voting~~there ~~and~~were ~~non-voting~~1,000,000 ~~common~~shares ~~equity held by non-affiliates as~~ of ~~July~~common stock ~~11, 2012 was approximately $0~~outstanding.

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

DOCUMENTS INCORPORATED BY REFERENCE

None

(1)

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~~includes 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.:

our ability to consummate any acquisition or other business transaction;

our ability to obtain cash as necessary to continue operations;

the tax free nature of a business transaction;

risks attendant to any business with which we may consummate a business transaction;

the ability of management of any business with which we may consummate a business transaction;

the status of our internal controls over financial reporting; 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 transaction 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 transaction; our personnel allocating him 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.

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.

~~(2)~~ii

PART I

~~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~~transaction through a capital stock exchange, merger, asset acquisition or other similar business ~~combination~~transaction (a “Business ~~Combination~~Transaction”) with an operating or development stage business (~~the~~a “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~~present and former stockholders.

Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting solely of cash and/or cash equivalents. Because we are a “shell company” and the Target Business with which we consummate a Business Combination likely will be involved in business operations at the time of the transaction, the transaction we enter into with such company would be referred to as a “reverse acquisition” or “reverse merger” for accounting purposes. We are also a “blank check” company as defined under the ~~Exchange~~ Exchange Act because we are a development stage company that is issuing a “penny stock” (as defined under the Exchange Act) and have no specific business plan or purpose other than to merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the sale of securities of blank check companies in their respective jurisdictions.

~~As more~~Given ~~fully~~that ~~described~~we ~~under~~are ~~Item~~a 5, “~~Market~~shell company” ~~for Registrant’s Common Equity, Related Stockholder Matters~~ and ~~Issuer Purchases~~the ofTarget ~~Equity~~Business ~~Securities,”~~with ~~because~~which we ~~are~~consummate a ~~shell~~Business ~~company,~~Transaction ~~our~~likely ~~stockholders~~will ~~are~~be ~~not~~involved ~~entitled~~in tobusiness ~~rely on Rule 144 as~~operations anat ~~exemption from~~ the ~~registration~~time ~~requirements~~ of the ~~Securities~~transaction, ~~Act in connection with~~ the ~~resale~~transaction ofwe ~~their~~enter ~~securities~~into ~~prior to~~with ~~any~~such ~~Business~~company ~~Combination~~would ~~and~~be ~~are~~referred ~~subject~~ to ~~additional limitations~~ as toa ~~the~~“reverse ~~use~~acquisition” or of“reverse ~~Rule~~merger” ~~144~~for toaccounting ~~resell their securities after a Business Combination~~purposes.

~~Management~~As more fully described ~~does~~under ~~not~~Item ~~intend~~5, to“Market ~~undertake~~for ~~any~~Registrant’s ~~efforts~~Common toEquity, ~~cause~~Related aStockholder ~~market~~Matters toand ~~develop~~Issuer inPurchases ~~our~~of ~~securities~~Equity Securities,” because ~~either~~we ~~debt~~are ora ~~equity.~~shell ~~Any~~company, ~~effort~~our stockholders are not entitled to rely on Rule 144 as an exemption from the registration requirements ~~develop~~of athe ~~market~~Securities Act in ~~our~~connection with the resale of their securities ~~will~~prior beto inany Business Transaction and are subject to additional limitations as to the ~~discretion~~use of ~~management~~Rule 144 to resell their securities after a Business ~~Combination~~Transaction.

~~We will~~Management does not ~~engage in any substantive commercial business or revenue generating operations unless and until we consummate a Business~~intend ~~Combination.~~to Weundertake ~~currently are identifying and evaluating Target Businesses but we do not have~~ any ~~specific Business Combination under consideration. Our~~ efforts to ~~identify~~cause a ~~prospective~~market ~~Target~~to ~~Business~~develop ~~will~~in ~~not~~our besecurities, ~~limited~~either todebt ~~a particular industry~~ or ~~geographic location~~equity. WeAny ~~will~~effort ~~seek~~ to ~~consummate~~develop ~~the~~a ~~transaction which is most attractive and provides the greatest opportunity for creating~~market ~~securityholder~~in ~~value.~~our ~~The~~securities ~~determination of which opportunity is the most attractive~~ will be ~~based on our analysis of a variety of factors, including whether the transaction would be~~ in the ~~best~~discretion ~~interests~~ of ~~our~~management ~~securityholders,~~after ~~the~~a ~~terms of the transaction and the perceived quality of the business of the Target~~ Business, ~~among other factors~~Transaction.

We will not engage in any ~~anticipate~~substantive ~~that~~commercial ~~the~~business ~~selection~~or ofrevenue agenerating ~~Target~~operations unless and until we consummate a Business ~~will~~Transaction. beWe ~~complex~~currently are identifying and ~~extremely~~evaluating ~~risky~~Target ~~and~~Businesses but we ~~cannot~~do ~~assure~~not ~~you~~have ~~that~~any wespecific ~~will~~Business beTransaction under consideration. Our ~~successful~~efforts into ~~concluding~~identify a prospective Target Business ~~Combination.~~will ~~Our~~not ~~lack~~be oflimited ~~financial~~to ~~and~~a ~~personnel~~particular ~~resources~~industry ~~may~~or ~~negatively~~geographic ~~impact~~location. ~~our~~We ~~ability~~will seek to consummate athe ~~Business~~transaction ~~Combination~~which oris ~~cause~~most usattractive toand ~~discontinue~~provides ~~operations~~the ~~before~~greatest weopportunity ~~enter~~for ~~such~~creating asecurityholder ~~transaction~~value. The Indetermination ~~addition,~~of ~~our sole~~which ~~officer~~opportunity ~~has~~is ~~never~~the ~~served~~most inattractive ~~any~~will ~~capacity~~be ~~with~~based aon ~~company~~our ~~having~~analysis of a ~~business~~variety ~~purpose~~of ~~such~~factors, asincluding whether ~~ours,~~the ~~which~~transaction ~~may~~would ~~negatively~~be ~~impact~~ in the best interests of our ~~ability~~securityholders, tothe ~~conclude~~terms aof the transaction and the perceived quality of the business of the Target Business.

We anticipate that the ~~will~~selection ~~not~~of ~~realize~~a ~~any~~Target ~~revenues~~Business orwill ~~generate~~be ~~any~~complex ~~income~~and ~~unless~~extremely risky and ~~until~~we cannot assure you that we ~~conclude~~will be successful in concluding a Business ~~Combination~~Transaction. ~~with~~Our anlack ~~operating~~of ~~business~~financial and personnel resources may negatively impact our ability to consummate a Business ~~that~~Transaction isor ~~generating~~cause ~~revenues~~us ~~and~~to ~~otherwise~~discontinue isoperations ~~operating~~before ~~profitably~~we enter such a transaction. ~~Moreover~~In addition, weour ~~can~~sole ~~offer~~officer nohas ~~guarantee~~never ~~that~~served in ~~the~~any ~~Company~~capacity ~~will~~with ~~achieve long-term~~a orcompany ~~immediate~~having ~~short-term~~a ~~earnings~~business ~~from~~purpose ~~any~~such ~~Business~~as ~~Combination~~ours, which may negatively impact our ability to conclude a transaction.

~~(3)~~We will not realize any revenues or generate any income unless and until we conclude a Business Transaction 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 Transaction.

~~Our Business~~(1)

Affecting a Business Transaction

General.

A Business ~~Combination~~ Transaction may involve the acquisition of, or merger with, a company 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 expenses, possible loss of voting control and compliance with various rigorous federal and state securities laws.

Our management has not developed a specific plan or process for identifying a Target Business or 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.

Search for a target.

As of the date this Report, we have not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for us. We are currently in the process of identifying and evaluating potential Target Businesses. As described below, our management has broad discretion with respect to selecting prospective acquisition candidates. At such time as we affect a Business ~~Combination~~Transaction, if ever, we will befile a current report on Form 8-K with the SEC to describe the transaction and the business of the company with which we completed the Business Transaction. Thereafter, we will be impacted by numerous risks inherent in the business and operations of the Target Business. The risks attendant to the Target Business may include risks typical of a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings. Although our management will endeavor to evaluate the risks inherent in a particular target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of Target Businesses.

We intend to source our target opportunities from various internal and external sources. Target Business candidates may be brought to our attention from affiliated and unaffiliated sources. Our management may tap personal contacts and relationships ~~they~~he and ~~their~~ him affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors. In addition, management may initiate formal or informal inquiries or attend trade shows or conventions. 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 Transaction.

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, to date, 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 ofwithin the industry; and · The costs associated with affecting the Business ~~Combination~~Transaction with a particular Target Business.

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 Transaction ~~Combination~~ with any Target Business. Any evaluation relating to the merits of a particular Business ~~Combination~~ Transaction will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.

(42)

Due Diligence Investigation.

In evaluating a prospective Target Business, we will conduct as extensive a due diligence review of potential targets as possible. Our review will be constrained by our limited capital resources, lack of full-time employees and management’s inexperience in such endeavors. We may enter into a Business Transaction with a privately-held company in its early stages of development or that has only a limited operating history on which we could base our decision. Since little public information typically is available about these companies, we will be required to rely on the ability of management to obtain adequate information to evaluate the potential risks and returns from entering into a Business Transaction with such a company. 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 made available to us. This due diligence review will be conducted by our management, possibly with the assistance of our counsel, accountants or other third parties.

Our financial and personnel limitations may render it impractical for us to conduct an exhaustive investigation and analysis of a Target Business candidate before we consummate a Business Transaction. Management’s decisions, therefore, will likely be made without detailed feasibility studies, independent analyses and market surveys or other methodologies which, if we had more resources available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the ~~promoters~~principals, ~~owners~~promoters, sponsors or others associated with the business opportunity seeking our participation.

~~Our assessment~~The oftime aand ~~Target~~costs ~~Business~~required to select and ~~its~~evaluate ~~management~~a ~~may~~Target ~~not~~Business beand ~~accurate.~~to Ifstructure weand docomplete ~~not~~a ~~uncover~~Business ~~all~~Transaction ~~material~~cannot ~~information~~presently ~~about~~be aascertained with ~~Target~~any ~~Business~~degree ~~prior~~of tocertainty. aAny ~~Business~~costs ~~Transaction,~~ we ~~may~~incur ~~not~~in ~~make~~furtherance of consummating a ~~fully~~Business ~~informed~~Transaction ~~investment~~that ~~decision~~is ~~and~~not weconsummated may ~~lose~~result in ~~money~~a ~~on our~~loss ~~investment~~to us.

The time and costs required to select and evaluate a Target Business and to structure and complete a Business Transaction cannot presently be ascertained with any degree of certainty. Any costs we incur in furtherance of consummating a Business Transaction is not ultimately completed may result in a loss to us.

Form of acquisition; Opportunity for stockholder approval.

The manner in which we participate in a Business Transaction will depend upon, among other things, the nature of the opportunity and the respective requirements and desires of management of our Company and that of the Target Business. In addition, the structure of any Business Transaction will be dispositive as to whether stockholder approval of the Business Transaction is required.

~~We will~~It ~~seek~~is tolikely ~~structure~~we will structure a Business ~~Combination~~Transaction toas ~~qualify~~either ~~for~~an ~~tax-free~~acquisition ~~treatment~~of ~~under~~ the ~~Internal~~stock ~~Revenue~~or ~~Code~~assets of ~~1986,~~the asTarget ~~amended (the~~Business ~~“Code”).~~or Ina ~~some~~merger ~~cases,~~of the ~~Code~~Target ~~mandates~~Business with ~~very~~us ~~specific~~or ~~parameters~~a ~~for~~wholly aowned ~~transaction~~subsidiary we may organize to ~~qualify~~engage asin ~~tax~~the ~~free~~transaction. ~~For~~ ~~example,~~Important factors the parties will consider in ~~order~~structuring ~~for~~a Business Transaction will be the time and cost of a ~~stock~~particular ~~for~~structure ~~stock~~and ~~exchange~~the ~~transaction~~tax totreatment ~~qualify~~that the structure might receive. If the Business Transaction is structured as an acquisition of a ~~“tax~~Target ~~free”~~Business's ~~reorganization~~stock or assets, ~~the~~our ~~holders~~Company will not require the approval of stockholders and the ~~stock~~transaction may be accomplished in the sole determination of management. If the ~~target~~Business ~~must~~Transaction ~~receive~~is structured as a ~~number~~merger, the transaction would require the approval of the holders of a majority of the outstanding shares of our common stock ~~equal~~which may necessitate calling a stockholders' meeting to ~~80%~~obtain orsuch ~~more~~approval and the filing of reports and documents with the ~~voting~~SEC ~~stock~~and state agencies. This process may result in delays and additional expenses in the consummation of ~~our~~a ~~Company.~~proposed transaction and afford rights to dissenting stockholders who could require us to purchase their ~~Depending~~stock onfor ~~the~~cash. ~~circumstances~~In light of anthe ~~acquisition~~foregoing, wemanagement ~~may~~likely ~~not~~will beseek ~~able~~ to structure a ~~transaction~~Business inTransaction ~~the~~as ~~most~~an ~~tax~~acquisition ~~advantageous~~so as ~~manner~~not to require stockholder approval. ~~Further~~ In either case, we ~~cannot~~likely ~~assure~~will ~~you~~issue ~~that~~a ~~the~~significant ~~Internal~~number ~~Revenue~~of ~~Service~~shares orto ~~state~~the ~~tax~~securityholders of ~~authorities~~the ~~will~~Target ~~agree~~Business ~~with~~and our ~~tax~~stockholders ~~treatment~~prior to the transaction likely would hold a small minority of the outstanding shares ~~any~~of our common stock after giving effect to the transaction.

ItWe will seek to structure isa ~~likely~~Business ~~that~~Transaction asto ~~part~~qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”). In some cases, the Code mandates very specific parameters for a ~~Business~~transaction ~~Combination~~to qualify as tax free. For example, ~~all~~in ororder for a stock ~~majority~~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 ~~Company's~~stock ~~management~~equal atto 80% or more of the ~~time~~voting stock of our Company. Depending on the circumstances of an acquisition, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure ~~will~~you ~~resign~~that ~~and~~the ~~new~~Internal ~~directors~~Revenue Service or state tax authorities will beagree ~~appointed~~with ~~without~~our ~~any~~tax ~~vote~~treatment byof ~~stockholders~~any transaction.

It is likely that as part of a Business Transaction, all or a majority of our Company's management at the time of the transaction will resign and new directors will be appointed without any vote by stockholders.

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

We anticipate that the investigation of specific business opportunities and the negotiation, preparation and execution of relevant agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for a Business Transaction, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

(3)

Lack of diversification.

We expect that we will be able to consummate a Business ~~Combination~~Transaction 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 in order to achieve a tax-free reorganization, the dilution of interest to present and prospective stockholders will render more than one Business ~~Combination~~Transaction unlikely. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business and we will not benefit from the possible spreading of risks or offsetting of losses that Business ~~Combinations~~Transactions with multiple operating entities would offer. By consummating a Business Transaction with a single entity, our lack of diversification may 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 Transaction.

Competition

We expect that in the course of identifying, evaluating and selecting a Target Business, we ~~may~~will encounter intense competition from other entities having a business objective similar to ours. These include blank check companies that have raised 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 these types of business ~~combinations~~transactions directly or through affiliates. Moreover, nearly all of these competitors possess greater technical, ~~human~~personnel 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~~transactions with targets similar to those we expect to pursue. WeOur ~~expect~~lack ~~that~~of ~~our~~financial resources ~~ability~~ to ~~consummate~~provide to a Target Business ~~Combination~~may ~~will~~negatively beimpact ~~constrained by~~ our ~~lack~~ability ~~of financial resources~~ to ~~provide~~consummate toa ~~the Target~~ Business Transaction.

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

(5)

Employees

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

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

~~Item~~Our officers and director, 1Awho are principal stockholders, may negotiate for or otherwise consent to the disposition of all or any portion of their stock as a condition to, or in connection, with a Business Transaction. ~~Risk~~Therefore, ~~Factors~~it is possible that the terms of any Business Transaction will provide for the sale of all or a portion of their stock which would raise issues relating to a possible conflict of interest with our other security holders.

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.(4)

~~The absence~~Item of1A. ~~operations~~Risk ~~and revenues and our limited financial resources raises substantial doubt about our ability to continue as a going concern~~Factors.

~~At March~~An ~~31,~~investment ~~2012, we had $26 of cash~~ in our ~~treasury~~securities involves ~~and~~a nohigh ~~other~~degree ~~assets~~ of ~~any~~risk. ~~kind,~~You ~~and~~should ~~liabilities~~consider ofcarefully ~~$48,650,~~all ~~consisting principally~~ of ~~amounts~~the ~~due~~risks todescribed ~~related~~below, ~~parties~~together ~~and~~with ~~trade~~the ~~payables.~~other Weinformation contained ~~are~~in ~~not~~this ~~generating~~Annual ~~any~~Report ~~revenues~~on ~~and~~Form ~~possess limited capital to fund our operations~~10-K, including ~~for such purposes as preparing and filing reports under~~ the ~~Exchange~~financial ~~Act~~statements, ~~identifying~~before making a ~~Target~~decision ~~Business and~~to ~~negotiating~~invest ain ~~Business~~our ~~Combination~~securities. If ~~The~~any ~~report~~ of ~~our independent auditor and Note B to~~ the ~~financial~~following ~~statements~~risks ~~included in~~occur, ~~this Form 10-K indicate that~~ our ~~losses from operations~~business, ~~net~~financial ~~capital~~condition ~~deficiency, failure to generate cash flow~~ and ~~ongoing operating~~results ~~expenses~~of ~~without~~operations ~~corresponding~~may ~~revenues~~be ~~raise~~materially ~~substantial~~adversely ~~doubt about the Company’s ability to continue as a going concern~~affected.

~~We require~~The ~~capital~~absence toof ~~fund~~operations ~~our~~and ~~ongoing~~revenues and ~~operations.~~our Iflimited ~~capital~~financial isresources ~~not~~raises ~~available,~~substantial wedoubt ~~may~~about ~~have~~our ability to ~~discontinue~~continue ~~operations~~as a going concern.

~~To date~~At March 31, 2013, we ~~have~~had no ~~funded~~assets ~~our~~of ~~operations~~any ~~from~~kind, ~~the~~and ~~proceeds~~liabilities of ~~loans~~$64.210, ~~from~~consisting principally of amounts due to our ~~stockholder~~stockholders. ~~Our~~We ~~stockholders~~are ~~have~~not ~~advised~~generating any usrevenues ofand ~~their intention~~possess limited capital to fund our operations, including for ~~the~~such ~~foreseeable~~purposes ~~future,~~as ~~though~~preparing ~~there~~and isfiling noreports ~~written~~under the ~~agreement~~Exchange ~~binding~~Act, ~~them~~identifying toa doTarget ~~so.~~Business ~~Our operating~~ and ~~financial~~negotiating ~~condition~~a ~~renders~~Business itTransaction. ~~unlikely~~The ~~that~~report weof ~~could~~our ~~obtain~~independent ~~third-party~~auditor ~~financing~~and Note B to ~~sustain~~the ~~operations,~~financial ifstatements ~~necessary.~~included ~~In the~~in ~~event~~this Form 10-K indicate that weour dolosses ~~not~~from ~~obtain~~operations, ~~the~~net ~~cash~~capital deficiency, failure to ~~fund~~generate ~~our~~cash ~~capital~~flow ~~requirements,~~and weongoing ~~may~~operating ~~not~~expenses bewithout ~~able~~corresponding torevenues ~~continue~~raise ~~operations~~substantial ~~and~~doubt ~~stockholders~~about the Company’s ~~could~~ability ~~lose~~to ~~the~~continue ~~entire~~as ~~amount~~a ofgoing ~~their~~concern. ~~investment~~If inwe ~~our~~are ~~Company.~~unable ~~Without~~to ~~further~~continue ~~capital~~as ~~infusion,~~a wegoing ~~will~~concern ~~not~~and ~~have~~are ~~the~~forced ~~ability~~ to ~~continue~~discontinue operations our ~~beyond~~stockholders could lose the ~~filing~~entire amount of ~~this~~their ~~report~~investment in our Company.

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

~~We are~~To adate, ~~development~~we ~~stage~~have ~~company~~funded our ~~and~~operations ~~have~~from ~~not~~the ~~engaged~~proceeds inof ~~any~~loans ~~revenue~~from ~~generating~~our ~~activities~~stockholders. toOur ~~date.~~current ~~Since~~stockholders wehave doadvised ~~not~~us ~~have~~of ~~any~~their ~~operating~~intention to ~~history,~~fund ~~you~~our ~~have~~operations nofor ~~basis~~the ~~upon~~foreseeable ~~which~~future, tothough ~~evaluate~~there ~~our~~is ~~ability~~no towritten ~~achieve~~agreement ~~our~~binding ~~business~~them ~~objective~~to do so. WeOur ~~will~~operating ~~not~~and ~~engage~~financial condition inrenders ~~any~~it ~~substantive commercial~~unlikely ~~business~~that orwe ~~generate~~would ~~any~~be ~~revenue~~able ~~until~~to weobtain ~~consummate~~third-party afinancing ~~Business~~to ~~Combination~~sustain operations, if ~~ever~~necessary. WeIn ~~cannot~~the event ~~assure~~that ifwe orare ~~when~~unable ~~a Business~~to ~~Combination~~obtain ~~will~~the ~~occur.~~cash ~~Moreover~~required to fund our business, we ~~can~~may ~~offer~~not nobe ~~guarantee~~able ~~that~~to continue operations and stockholders could lose the entire amount of their investment in our Company. ~~will~~Without ~~achieve~~further ~~long-term~~capital orinfusion, ~~immediate~~we ~~short-term~~will not have the ability ~~earnings~~to ~~from~~continue ~~any~~operations ~~Business~~beyond ~~Combination~~the filing of this report.

~~Our officer~~We ~~and~~are ~~director~~a ~~has~~development ~~never~~stage ~~been~~company awith no ~~principal~~operating ofhistory. Accordingly, ~~nor~~there ~~has~~is ~~she~~no ~~ever~~basis ~~been~~upon ~~affiliated~~which ~~with,~~to aevaluate ~~company~~our ~~formed~~ability ~~with~~to aachieve our business ~~purpose~~objective. We can ~~similar~~offer tono ~~ours.~~assurance that we ever will consummate a Business Transaction or that any such transaction will result in a gain for our stockholders.

~~Our~~We are a development stage ~~management~~company ~~has~~and ~~never~~have ~~served~~not engaged in any ~~capacity~~revenue ~~with~~generating aactivities ~~company~~to ~~the~~date. ~~business~~Since ~~purpose~~we ofdo ~~which~~not ishave toany ~~acquire an~~ operating ~~business. Accordingly~~history, you ~~may~~have no ~~not~~basis beupon ~~able~~which to ~~adequately~~ evaluate ~~management’s~~our ability to ~~consummate~~achieve ~~successfully~~our abusiness ~~Business Combination~~objectives. ~~Moreover,~~ ~~our~~We ~~management~~are ~~does~~ not ~~have~~presently ~~experience~~engaged ~~evaluating~~in, orand ~~conducting~~will ~~due~~not ~~diligence~~engage in, ~~with~~any ~~respect~~substantive tocommercial ~~companies~~business inor ~~connection with~~generate aany ~~Business~~revenue ~~Combination~~until ~~and~~we ~~may~~consummate ~~not~~such ~~conduct~~a ~~adequate~~transaction, orif ~~accurate~~ever. ~~due~~We ~~diligence~~are ~~with~~currently in ~~respect~~the toprocess aof ~~Target~~evaluating ~~Business~~and oridentifying ~~its~~targets ~~management prior~~for to a Business ~~Combination~~Transaction. ~~Management's~~We ~~failure~~cannot toassure ~~conduct~~you ~~complete~~as ~~and~~to ~~accurate~~when ~~due diligence~~ or ~~accurately~~if ~~assess~~a ~~the~~Business ~~future~~Transaction ~~strength~~will ofoccur. aMoreover, ~~Target~~we ~~Business~~can ~~could~~offer ~~have~~no aguarantee ~~significant~~that ~~negative~~the ~~impact~~Company onwill ~~our~~achieve ~~operations~~long-term ~~and~~or ~~could~~immediate ~~cause~~short-term ~~our stockholder~~earnings tofrom ~~lose~~any ~~its~~Business ~~entire investment~~Transaction.

~~(6)~~Our officers and director have never been principals of, nor have ever been affiliated with, a company formed with a business purpose similar to ours.

WeOur officers and director dohave never served in any capacity with a company the objective acquiring an operating business. Accordingly, you may not be able to adequately evaluate management’s ability to consummate a Business Transaction. Moreover, our officers and director do not have experience evaluating or conducting due diligence with respect to companies in connection with a ~~specific~~Business ~~plan~~Transaction and ~~for~~they ~~identifying~~may not uncover all material information about a Target ~~Businesses~~Business ~~and~~prior weto ~~cannot~~a ~~estimate~~Business orTransaction ~~predict~~nor ~~when~~may they accurately assess a Target Company's business or ifmanagement. weManagement's ~~ever~~failure ~~will~~to ~~affect~~conduct complete and accurate due diligence or accurately assess the future strength of a Target Business ~~Combination~~could have a significant negative impact on our operations and could cause our stockholders to lose their entire investment.

~~Our management~~We ~~does~~do not have ~~any~~a 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,~~and ~~given~~we ~~the wide ranging variables inherent in its business, management~~ cannot predict ~~the~~when ~~amount~~or ofif ~~time~~we ~~required~~ever towill ~~effectuate~~affect a Business ~~Combination~~Transaction nor ~~the~~can ~~amount of funds required therefor. In light of these factors,~~ we ~~cannot~~estimate ~~assure~~the ~~investors~~costs ~~that~~in connection wewith ~~ever~~such ~~will consummate a Business Combination~~transaction.

Our management does not ~~officers~~have ~~apportion~~any ~~their~~specific ~~time~~plan toor ~~other~~process ~~businesses~~for ~~which~~identifying ~~may~~a ~~cause~~Target ~~conflicts~~Business or effectuating a Business Transaction. The business of ~~interest~~the Company inis ~~their~~predicated ~~determination~~upon asrelationships built by management and the ongoing effort to ~~how~~develop ~~much~~new contacts through which management ~~time~~is introduced to ~~devote~~potential toTarget Businesses. Moreover, given the wide ranging variables inherent in our ~~affairs.~~business, ~~This~~management ~~conflict~~cannot predict the amount of ~~interest~~time ~~could~~required ~~have~~to effectuate a ~~negative~~Business ~~impact~~Transaction onnor ~~our~~the ~~ability~~capital torequired therefor. In light of these factors, we cannot assure investors that we ever will consummate a Business ~~Combination~~ Transaction.

Our ~~officers~~ ~~engage~~management inwill ~~other~~apportion ~~businesses and are not required to devote~~ their ~~full~~ time ~~or any specific number of hours~~ to ~~our~~other ~~affairs,~~ businesses which ~~could~~may ~~create~~cause aconflicts ~~conflict~~ of interest ~~when~~in ~~allocating~~him ~~their~~determination ~~time~~as ~~between our operations and their other commitments. We do not have and do not expect~~ to ~~have~~how ~~any~~much ~~full~~ time ~~employees~~to ~~prior~~devote to ~~the~~our ~~consummation of a Business Combination~~affairs. ~~If our officers’~~This ~~other~~conflict ~~business affairs require them to devote more substantial amounts~~ of ~~time~~interest ~~to such affairs, it~~ could ~~limit~~have ~~their~~a ~~ability~~negative ~~to devote~~impact ~~time~~on to our ~~affairs and negatively impact our~~ ability to consummate a Business ~~Combination~~Transaction. ~~We cannot assure you that these conflicts will be resolved in our favor.~~

Member of our management team engages in other businesses and are not required to devote their full time or any specific number of hours to our affairs, which could create a conflict of interest when allocating him time between our operations and their other commitments. We do not have noand ~~existing~~do ~~agreement~~not ~~for~~expect to have any full time employees prior to the consummation of a Business ~~Combination~~Transaction. or<Management’s failure ~~other~~to ~~transaction~~devote the time to our affairs necessary to identify a Target Business would have a negative impact on our ability to consummate a Business Transaction. We cannot assure you that these conflicts will be resolved in our favor.

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.(5)

~~Our future~~We ~~success~~have isno ~~dependent~~existing onagreement ~~the~~for ~~ability of management to complete~~ a Business Transaction ~~Combination~~or ~~with~~other ~~a Target Business that operates profitably~~transaction.

~~The nature~~We ofpresently ~~our~~have ~~operations~~no iswritten arrangement ~~highly~~or ~~speculative.~~agreement Wewith ~~may~~respect ~~not be able~~ to ~~enter~~engaging ~~into~~in a Business ~~Combination~~Transaction. IfWe wecannot ~~do,~~assure ~~the~~you ~~future success~~that ofwe ~~our plan of operation~~ will ~~depend~~successfully ~~on the operations, financial condition~~ identify and ~~management~~evaluate ofsuitable ~~the~~business ~~Target~~opportunities ~~Business~~or that we ~~may acquire.~~will ~~While management is seeking to~~ enter into a Business ~~Combination~~Transaction. ~~with~~Management anhas ~~entity~~not ~~having~~identified anany particular ~~established,~~industry ~~profitable~~or ~~operating history~~specific ~~and~~business ~~effective~~within ~~management,~~an weindustry ~~cannot~~for ~~assure~~evaluation. ~~you~~We cannot guarantee that we will be ~~successful~~able into ~~consummating~~ negotiate a Business ~~Combination~~Transaction ~~with a~~on ~~candidate~~favorable ~~that meets that those criteria. We can not assure you that~~terms, ~~even~~ if weat ~~consummate a Business Combination, the Company will realize any short-term or long-term earnings~~all.

~~The time~~Our ~~and~~future ~~cost~~success ofis ~~preparing~~dependent aon ~~private~~the ability ~~company~~of management to ~~become~~complete a ~~public~~Business ~~reporting~~Transaction ~~company~~with ~~may preclude us from entering into~~ a Target Business ~~Combination~~ ~~with~~that ~~the~~operates ~~most attractive private companies~~profitably.

~~Target companies~~The wenature ~~investigate~~of ~~that~~our ~~are~~operations is ~~unable~~highly tospeculative. ~~satisfy~~We ~~SEC~~may ~~reporting~~not ~~requirements~~be ~~may~~able ~~delay~~to ~~preclude~~enter into a Business ~~Combination~~Transaction. ~~Sections 13~~If ~~and~~we ~~15(d)~~do, of the ~~Exchange~~future ~~Act~~success ~~require~~of ~~reporting~~our ~~companies~~plan toof ~~provide~~operation will ~~certain~~depend ~~information~~on ~~about~~the ~~significant acquisitions~~operations, ~~including audited~~ financial ~~statements~~condition ~~for~~and ~~the~~management ~~company~~of ~~acquired.~~the ~~The~~Target ~~time~~Business ~~and~~we ~~additional costs that~~ may beacquire. ~~incurred~~While bymanagement ~~some~~is ~~target entities~~seeking to ~~prepare~~enter ~~these~~into ~~statements~~a ~~may~~Business ~~significantly~~Transaction ~~delay~~with oran ~~essentially~~entity ~~preclude~~having ~~the~~an ~~consummation~~established, ofprofitable aoperating ~~Business~~history ~~Combination.~~and ~~Otherwise~~effective management, ~~suitable~~we ~~acquisition~~cannot ~~prospects~~assure you that dowe ~~not~~will ~~have~~be orsuccessful ~~are~~in ~~unable~~consummating toa ~~obtain~~Business ~~the~~Transaction ~~required~~with ~~audited~~a ~~statements~~candidate ~~may~~that bemeets ~~inappropriate~~that ~~for~~those criteria. ~~acquisition~~We socan ~~long~~not asassure ~~the~~you ~~reporting~~that, ~~requirements~~even ofif we consummate a Business Transaction, the ~~Exchange~~Company ~~Act~~will ~~are~~realize ~~applicable~~any short-term or long-term earnings.

~~(7)~~The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a Business Transaction with the most attractive private companies.

WeSections 13 and 15(d) of ~~likely~~the ~~will~~Exchange ~~complete~~Act ~~only~~require ~~one~~reporting ~~Business~~companies ~~Combination~~to provide certain information about significant acquisitions, ~~which~~including ~~will~~audited ~~cause~~financial statements usfor tothe company acquired. The time and additional costs that may be ~~dependent~~incurred ~~solely~~by onsome atarget ~~single~~entities ~~business~~to ~~and~~prepare these statements may significantly delay or essentially preclude the consummation of a ~~limited~~Business Transaction. Otherwise suitable acquisition ~~number~~prospects ofthat ~~products,~~do ~~services~~not have or ~~assets.~~are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~It is~~We likely we will complete ~~a Business Combination with~~ only one ~~Target~~ Business~~. Accordingly~~ Transaction, ~~the~~which ~~prospects~~will ~~for~~cause ~~our~~us ~~success~~to ~~may~~ be ~~solely~~ dependent ~~upon~~solely ~~the~~on ~~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 lossesassets.

IfGiven our limited financial resources and other considerations, it is likely we ~~affect~~will complete a Business ~~Combination~~Transaction with only one Target Business. Accordingly, the prospects for our success may be solely dependent upon the performance of a ~~financially~~single ~~unstable~~business ~~company~~and dependent upon the development or anmarket ~~entity~~acceptance inof ~~the~~a ~~early~~single ~~stage~~or limited number of ~~development~~products, processes or ~~growth~~services. In this case, we will not be ~~subject~~able to ~~greater~~diversify our operations or benefit from the possible spreading of risks ~~than~~or ifoffsetting weof ~~were~~losses, unlike other entities which may have the resources to ~~affect~~complete aseveral Business ~~Combination~~Transactions ~~with~~or aasset ~~more~~acquisitions ~~established~~in ~~company~~different ~~with~~industries or different areas of a ~~proven~~single ~~record~~industry ofso ~~earnings~~as to diversify risks and ~~growth.~~offset losses.

~~Given our~~If ~~financial and personnel resources compared to those of our competitors,~~ we ~~may~~affect ~~be limited to consummating~~ a Business ~~Combination with~~Transaction with a ~~company that is~~ financially unstable company or isan entity in the early stage of development or growth, ~~including an entity without established records of sales or earnings. To the extent~~ we ~~affect~~will ~~a Business Combination with a financially unstable or early stage or emerging growth company, we may~~ be ~~impacted~~subject byto ~~numerous~~greater risks ~~inherent in the business and operations of such company that we would not~~than ~~be subject to~~ if we were to affect a Business ~~Combination~~Transaction with a more ~~seasoned~~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 ~~resources~~to ~~and~~consummating a Business Transaction with a company that is financially unstable or is in the ~~significant~~early ~~competition~~stage ~~for~~of ~~Target~~development ~~Businesses~~or growth, including an entity without established records of sales or earnings. To the extent we affect a Business Transaction 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 ~~able~~ subject to ~~consummate~~if anwe ~~attractive~~were to affect a Business ~~Combination~~ Transaction with a more seasoned company with a proven record of earnings and growth.

~~We will~~Given ~~encounter~~our ~~intense~~limited ~~competition~~resources ~~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~~the ~~financial buyers competing~~significant competition for ~~acquisitions.~~Target ~~Many of these entities are well established and have extensive experience in identifying and affecting Business Combinations. Most of these competitors possess greater financial~~Businesses, ~~technical, human and other resources than~~ we domay ~~and~~not ~~our financial resources will~~ be ~~negligible~~able ~~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~~consummate ~~into~~a ~~business~~Business ~~combinations~~Transaction with ~~targets~~an ~~similar~~attractive toTarget ~~those we expect to pursue~~Business.

ItWe will encounter intense iscompetition ~~likely~~from ~~that~~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 Transactions directly or through affiliates. Nearly all of these competitors possess greater financial, technical, human and other resources than we do and our financial resources will ~~consummate~~be anegligible ~~Business~~when ~~Combination~~contrasted with athose ~~private~~of ~~company~~many ~~for~~of ~~which~~these ~~limited~~competitors. ~~information~~In addition, we will experience bedirect ~~available~~competition from other modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to ~~conduct~~those ~~due~~we ~~diligence~~expect to pursue.

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.(6)

If It is likely that we ~~consummate~~will consummate a Business ~~Combination~~Transaction bywith ~~way~~a ofprivate ancompany ~~acquisition,~~for ~~stockholders~~which ~~may~~limited ~~not~~information ~~have~~will anbe ~~opportunity~~available to ~~vote~~conduct ondue ~~the transaction~~diligence.

~~If we~~We ~~consummate~~likely will enter into a Business ~~Combination~~Transaction bywith ~~way~~a ofprivately-held ancompany. ~~acquisition~~Generally, ofvery ~~the~~little ~~capital~~public ~~stock~~information orexists ~~assets~~about ofthese ~~the~~companies ~~Target~~or their ~~Business,~~management ~~the~~and ~~transaction may~~we will be ~~accomplished~~required into ~~the~~rely ~~sole~~on ~~determination~~the ability of our management ~~without~~to ~~any~~obtain ~~vote~~adequate orinformation ~~approval~~to byevaluate ~~our~~the potential ~~securityholders~~success of entering into a transaction with such a company. ~~Accordingly~~In addition, ~~holders~~ of our ~~securities~~management atwill ~~the~~only devote limited time to ofthe ~~any~~business ~~Business~~of ~~Combination~~the ~~may~~Company ~~not~~and will have anavailable ~~opportunity~~to it extremely limited financial resources with which to ~~evaluate~~conduct due diligence. If our assessment of the Target Business or’s ~~its~~operations and management ~~and~~is ~~will~~inaccurate ~~have~~or we are unable to ~~rely~~uncover onall ~~the~~material information ~~judgment~~about ofthese ~~management~~companies, inthen ~~assessing~~we ~~the~~may ~~future~~not ~~profitability~~make a fully informed investment decision, and ~~viability~~we ofmay ~~the Target~~lose ~~Business~~money on our investments.

~~Since~~ If we ~~have~~consummate ~~not yet selected~~ a ~~particular industry or Target~~ Business ~~with~~Transaction by ~~which~~way toof ~~complete~~an ~~a Business Combination~~acquisition, westockholders ~~are~~may ~~unable to~~not ~~ascertain~~have ~~the~~an ~~merits~~opportunity orto ~~risks~~vote ofon the ~~industry or business in which we may ultimately operate at this time~~transaction.

~~We are~~If ~~currently~~we inconsummate ~~the process of evaluating and identifying targets for~~ a Business ~~Combination. However, our plan of operation~~ ~~permits~~Transaction ~~our~~by ~~board~~way of ~~directors~~an toacquisition ~~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~~capital ~~merits~~stock or ~~risks~~ assets of the ~~particular industry in which we may ultimately operate or the~~ Target Business, ~~that~~the wetransaction may ~~ultimately~~be ~~acquire. To the extent~~accomplished ~~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~~the ~~early~~sole ~~stage~~determination of ~~its~~management ~~development,~~without weany ~~will~~vote beor ~~affected~~approval by ~~numerous~~our ~~risks inherent in the business operations of those entities~~securityholders. IfAccordingly, weholders ~~complete a Business Combination with an entity in an industry characterized by a high level~~ of ~~risk,~~our ~~we will be~~securities ~~affected~~at by the ~~currently~~time ~~unascertainable risks~~ of ~~that~~any ~~industry. Such risks, among other things, could preclude the Company's ability to secure financing for operations after a~~ Business ~~Combination,~~Transaction ~~should~~may itnot behave ~~required.~~an ~~Although~~opportunity ~~our management will endeavor~~ to evaluate the ~~risks inherent in a particular industry or~~ Target Business, weor ~~cannot~~its ~~assure~~management ~~you~~and ~~that we~~ will ~~properly ascertain~~ orhave ~~assess~~to ~~all~~rely ofon the ~~significant~~judgment ~~risk~~of ~~factors.~~management ~~Even~~in ifassessing wethe ~~properly~~future ~~assess~~profitability ~~those~~and ~~risks,~~viability ~~some~~ of ~~them~~the ~~may~~Target ~~be outside of our control~~Business.

~~(8)~~Since we have not yet selected a particular industry or Target Business with which to complete a Business Transaction, we are unable to ascertain the merits or risks of the industry or business in which we may ultimately operate at this time.

AWe are currently in the process of evaluating and identifying targets for a Business ~~Combination~~Transaction. ~~with~~However, our plan of operation permits our board of directors to consummate a ~~foreign~~Business Transaction with a company in any industry it chooses. Accordingly, there is no current basis to evaluate the possible merits or risks of the particular industry in which we may ~~subject~~ultimately usoperate or the Target Business that we may ultimately acquire. To the extent we complete a Business Transaction 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 Transaction 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 ~~additional~~secure financing for operations after a Business Transaction, 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.

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

·If ~~unexpected~~we ~~changes~~enter ~~in,~~into ora ~~impositions~~Business Transaction ~~of,~~with ~~legislative~~a ~~or regulatory requirements; ·~~ foreign ~~currency exchange rate fluctuations; · potential hostilities and changes in diplomatic and trade relationships; · changes in duties and tariffs~~entity, ~~taxes,~~we ~~trade~~will ~~restrictions,~~be ~~license~~subject ~~obligations and other non-tariff barriers~~ to ~~trade;~~all ~~· burdens~~ of ~~complying~~the ~~with~~risks ainherent ~~wide variety of foreign laws and regulations; · longer payment cycles and difficulties collecting receivables through foreign legal systems; · difficulties~~ in ~~enforcing~~business oroperations ~~defending~~outside ~~agreements~~of ~~and~~the ~~intellectual~~United States. ~~property~~These ~~rights;~~risks ~~· reduced protection for intellectual property rights in some countries; · potentially adverse tax consequences; and · political and economic instability.~~include:

~~If the~~· ~~Target~~unexpected ~~Business~~changes ~~with~~in, ~~which~~or weimpositions ~~enter~~of, alegislative ~~Business~~or ~~Combination~~regulatory ~~does~~requirements; ~~not~~· ~~successfully~~foreign ~~manage~~currency ~~these~~exchange ~~risks~~rate ~~among~~fluctuations; ~~others~~· ~~that~~potential wehostilities ~~may not~~and ~~identify~~changes atin ~~the~~diplomatic ~~time~~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 ~~Business~~wide ~~Combination,~~variety ~~our~~of ~~business~~foreign ~~may~~laws beand ~~negatively~~regulations; ~~impacted~~· 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.

~~Our~~If the Target Business ~~long-term~~with ~~success~~which ~~will~~we beenter ~~dependent~~a inBusiness ~~large~~Transaction ~~part~~does ~~upon~~not ~~the~~successfully ~~management~~manage ~~team~~these ofrisks among others that we may not identify at the time ~~Target~~of a Business Transaction, ~~which~~our business may be ~~difficult~~negatively ~~to fully evaluate~~impacted.

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 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.(7)

~~If we~~Our ~~are~~long-term ~~unable~~success towill ~~structure~~be adependent in ~~Business~~large ~~Combination~~part asupon athe ~~“tax~~management ~~free”~~team ~~transaction,~~of ~~potential~~the Target ~~Businesses~~Business, ~~could~~which will be ~~deterred~~ ~~from~~difficult ~~entering~~to ~~into~~fully ~~such a transaction with our Company~~evaluate.

~~We will~~After ~~seek to structure~~ a Business ~~Combination~~Transaction, our ~~to receive tax~~long-~~free~~term ~~treatment~~success ~~under the Code. However,~~ we ~~may~~will ~~not~~ be ~~able~~dependent toupon ~~structure our~~the ~~acquisition~~management toteam ~~result~~of inthe ~~tax-free~~Target ~~treatment~~Business. ~~for~~Although ~~target~~we ~~companies~~intend orto ~~their~~scrutinize ~~stockholders, which could deter them from entering~~the ~~into~~management ~~certain~~team ~~Business~~of ~~Combinations with us. Currently,~~ a ~~transaction~~prospective ~~may~~Target beBusiness ~~structured~~as soclosely as topossible ~~result~~ in ~~tax-free~~connection ~~treatment~~with ~~to both~~evaluating ~~companies,~~the asdesirability ~~prescribed~~of byaffecting a ~~various~~Business ~~federal~~Transaction, ~~and~~we ~~state~~cannot ~~tax~~assure ~~provisions.~~you ~~Even~~that ifour weassessment ~~structure~~of the ~~transaction~~management team will prove to be ~~accorded~~correct. These individuals ~~tax~~may ~~free~~be ~~treatment,~~unfamiliar with the ~~Internal~~complex ~~Revenue~~disclosure ~~Service~~and orfinancial ~~state~~reporting ~~tax~~requirements ~~authorities~~imposed ~~may~~on ~~deny~~U.S. ~~such~~public ~~treatment.~~companies Aand ~~non-qualifying~~other ~~reorganization~~requirements ~~could~~of ~~result~~operating ina ~~the~~public ~~imposition~~company, ofwhich ~~both~~could ~~federal~~divert ~~and~~their ~~state~~attention ~~taxes~~from ~~that~~their ~~may~~core ~~have~~business anto ~~adverse~~the ~~affect~~determent onof ~~all~~the ~~parties~~operating toresults of the ~~transaction~~Target Business.

~~Numerous external~~If ~~forces,~~we ~~including~~are unable to structure the ~~recent~~Business Transaction ~~financial~~as ~~crisis~~a “tax free” transaction, ~~could~~potential ~~negatively~~Target ~~affect~~Businesses ~~our~~could ~~businesses,~~be ~~results~~deterred offrom ~~operations~~entering ~~and~~into ~~financial~~such a transaction ~~condition~~with our Company.

~~Numerous external~~We ~~forces,~~will ~~including~~seek ~~the~~to ~~state~~structure a ofBusiness ~~global~~Transaction ~~financial~~to ~~markets~~receive ~~and~~tax-free ~~general~~treatment ~~economic~~under ~~conditions,~~the ~~lack~~Code. ~~of consumer confidence~~However, ~~lack~~ ofwe ~~availability~~may ofnot ~~credit,~~be ~~interest~~able ~~rate~~to ~~and~~structure ~~currency rate fluctuations and national and international political circumstances (including wars and terrorist acts) could negatively affect~~ our ~~business,~~acquisition ~~results of operations and financial condition. The ongoing~~to ~~global~~result ~~financial~~in ~~crisis~~tax-free ~~affecting~~treatment ~~the~~for ~~banking~~target ~~system,~~companies ~~financial~~or ~~markets~~their ~~and financial institutions has resulted in a tightening in the credit markets~~stockholders, awhich ~~low~~could ~~level~~deter ofthem ~~liquidity~~from inentering ~~many~~into ~~financial~~certain ~~markets and extreme volatility in credit and equity markets.~~Business ~~The~~Transactions ~~length of time or severity~~ with ~~which these conditions may persist is unknown~~us. AsCurrently, a ~~consequence,~~transaction ~~companies that otherwise~~ may ~~have~~be ~~considered~~structured ~~becoming~~so ~~public~~ as ato result ofin atax-free ~~reverse~~treatment ~~acquisition may elect~~ to ~~delay~~both orcompanies, ~~forego~~as ~~entirely such plans because~~prescribed ofby ~~the~~various ~~impact~~federal ofand ~~the~~state ~~global~~tax ~~financial~~provisions. ~~crisis~~Even onif ~~their~~we ~~operations,~~structure ~~their~~the ~~inability~~transaction to ~~obtain~~be ~~financing~~accorded totax ~~grow~~free ~~their~~treatment, ~~operations and~~ the ~~costs~~Internal Revenue ~~they~~Service ~~will~~or ~~required~~state totax ~~incur~~authorities ~~associated~~may ~~with~~deny ~~being~~such atreatment. ~~public~~A ~~company,~~non-qualifying ~~among~~reorganization ~~other~~could ~~reasons.~~result ~~Accordingly,~~in itthe ~~may be~~imposition ~~more~~of ~~difficult~~both federal and ~~take~~state ~~more~~taxes ~~time~~that tomay ~~identify~~have aan ~~suitable~~adverse ~~and~~affect ~~willing~~on ~~Target~~all ~~Business~~parties ~~and~~to ~~consummate~~the ~~a Business Combination~~transaction.

~~(9)~~We have not conducted any market research concerning prospective business opportunities, which may affect our ability to identify a Target Business.

~~The~~We have neither conducted ~~Company~~nor ~~may~~have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a Business Transaction as contemplated by us. There is no assurance that we will be able ~~subject~~to enter into a Business Transaction on terms favorable to ~~further~~us. ~~government~~Decisions ~~regulations~~as to which ~~would~~business ~~adversely~~opportunity ~~affect~~to participate in will be made unilaterally by our ~~operations~~management, which, in many cases, may act without the consent, vote or approval of our stockholders.

~~Although we~~The ~~are~~Company ~~subject~~may ~~to the reporting requirements of the Exchange Act, management believes we will not~~ be subject to ~~regulation under~~further ~~the~~government ~~Investment~~regulations ~~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 beadversely ~~required to~~affect ~~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~~operations.

~~Our~~Although we are subject ~~compliance~~to ~~with~~the ~~changing~~reporting ~~laws~~requirements ~~and~~of ~~rules~~the ~~regarding~~Exchange ~~corporate~~Act, ~~governance~~management ~~and~~believes ~~public~~we ~~disclosure~~will ~~may~~not ~~result~~be subject to regulation under the Investment Company Act of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in ~~additional~~the ~~expenses~~business of investing toor ustrading in securities. If we engage in business combinations which, will result in ~~turn~~our holding passive investment interests in a number of entities, ~~may~~we ~~adversely~~could ~~affect~~be ~~our~~subject ~~ability~~to regulations under the Investment Company Act. If so, we would be required to ~~continue~~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 ~~operations~~status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

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

WeThe Sarbanes-Oxley Act ~~expect~~of 2002 and SEC rules require that management report annually on the effectiveness of the Company’s 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 ~~issue~~allow amanagement ~~significant~~to ~~number~~report on, and our independent registered public accounting firm to audit, the effectiveness of ~~new~~our ~~shares~~internal control over financial reporting, as required by Section 404 of ~~capital~~the ~~stock~~Sarbanes-Oxley Act. Based on management’s assessment, we believe that, as of March 31, 2013, our internal controls over financial reporting were not effective. The specific material weaknesses are described in aPart ~~Business~~II—Item ~~Combination~~9A, ~~which~~“Controls weand ~~expect~~Procedures” of ~~will~~this ~~result~~Annual Report in “Management’s Report on Internal Control over Financial Reporting”. A “material ~~substantial~~weakness” ~~dilution~~is ~~and~~a deficiency, or a ~~change~~combination of deficiencies, in internal control ofover ~~ownership~~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 cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the ~~Company~~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. These misstatements could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause us to expend additional funds to correct such misstatements.

~~Our articles~~We ofbelieve ~~incorporation~~that ~~authorize~~ the ~~issuance~~weaknesses in ofour ~~100,000,000~~disclosure ~~shares~~controls ofand ~~common~~procedures ~~stock~~ and ~~10,000,000~~our ~~shares~~internal ofcontrol ~~preferred~~over ~~stock. Any~~financial ~~Business~~reporting ~~Combination~~are ~~affected~~a bydirect usconsequence ~~may result in the issuance~~ of ~~additional~~our ~~securities~~size, resource ~~without~~constraints ~~stockholder approval~~ and ~~may result in substantial dilution in~~ the ~~percentage~~nature of our ~~common~~business. ~~stock~~We ~~held~~are bya ~~our~~“shell ~~then~~company,” ~~existing~~as ~~stockholders.~~defined ~~Moreover,~~under the ~~common stock~~Securities ~~issued in any such transaction may be valued on an arbitrary or non-arm's-length basis by our management~~Act, ~~resulting in an~~ ~~additional reduction~~ in ~~the~~that ~~percentage~~we ofhave ~~common~~no ~~stock~~operations ~~held~~and bynominal ~~our then existing stockholders~~assets. ~~Our~~Given ~~board~~our oflack ~~directors has the power to issue any or all~~ of ~~such~~financial ~~authorized~~and ~~but~~other ~~unissued~~resources ~~shares~~and ~~without stockholder approval. To~~ the ~~extent~~current ~~that~~status ~~additional~~of ~~shares~~our ofoperations ~~common~~as ~~stock or preferred stock are issued in connection with~~ a ~~Business~~“shell ~~Combination or otherwise~~company,” ~~dilution~~it ~~to the interests of our stockholders~~ will ~~occur~~be ~~and~~difficult ~~the~~to ~~rights~~take of the ~~holders~~steps ofnecessary ~~common~~to ~~stock~~remediate ~~might~~the beweaknesses ~~materially~~in ~~adversely~~our internal ~~affected~~controls.

~~We may issue preferred stock which may have greater rights than our common stock.~~(8)

Our ~~articles~~ ofcompliance ~~incorporation~~with ~~authorize~~changing ~~our~~laws ~~Company to issue up to 10,000,000 shares of blank check preferred stock. Currently, no~~and ~~preferred~~rules ~~shares~~regarding ~~have~~corporate ~~been~~governance ~~issued; however, we can issue shares of our preferred stock in one or more series~~ and ~~can~~public ~~set~~disclosure ~~the terms of the preferred stock without seeking any further approval from our common stockholders. Any preferred stock that we issue~~ may ~~rank~~ ~~ahead~~result ~~of our common stock~~ in ~~terms~~additional ofexpenses ~~dividend~~to ~~priority~~us orwhich, ~~liquidation~~in ~~premiums and may have greater voting rights than our common stock. In addition~~turn, ~~such preferred stock~~ may ~~contain provisions allowing those shares to be converted into shares of common~~adversely ~~stock,~~affect ~~which~~our ~~could~~ability ~~dilute the value of common stock~~ to ~~current~~continue ~~stockholders and could adversely affect the market price, if any, of~~ our ~~common stock~~operations.

~~There~~Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ~~significant~~ever ~~restrictions~~approved to trade on ~~the~~either ~~transferability~~an automated quotation system or a registered exchange, and system or stock exchange rules, will require an increased amount of ~~outstanding~~management ~~shares~~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 ~~our~~management ~~common~~time ~~stock~~and attention from revenue-generating activities to compliance activities. This could have an adverse impact on our operations.

~~None of~~We ~~our~~expect ~~outstanding~~to ~~shares~~issue ofa ~~common~~significant ~~stock has been registered under the Securities Act and, consequently, they may not be resold,~~number ~~transferred or otherwise disposed~~ of ~~under~~new 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~~capital ~~common~~ stock ~~other~~in 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~~Transaction, which will ~~not~~result bein ~~entitled~~substantial todilution ~~rely on Rule 144 under the Exchange Act for the resale of our securities unless~~ and ~~until (i) we cease to be~~ a ~~shell~~change ~~company,~~in ~~(ii)~~control atof ~~the~~ownership ~~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 companyCompany. ~~These restrictions will limit the ability of our stockholders to liquidate their investment.~~

(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 Transaction 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 Transaction 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 ~~have~~ ~~not~~may ~~registered~~issue orpreferred ~~qualified any shares of our class of our common~~ stock ~~for~~which ~~resale under the Blue Sky laws of any state,~~may ~~which~~have ~~will~~greater ~~limit~~rights ~~the~~than ~~liquidity~~our ~~of the~~ common stock.

~~The~~Our articles of incorporation authorize our Company ~~has~~to ~~not~~issue ~~registered~~up orto ~~qualified~~10,000,000 ~~its~~shares ~~class~~of blank check preferred stock. Currently, no preferred shares have been issued; however, we can issue shares of ~~common~~our preferred stock ~~for~~in ~~resale~~one or ~~trading~~more ~~under~~series ~~the~~and ~~Blue~~can ~~Sky~~set ~~laws~~the terms of ~~any~~the ~~state~~preferred ~~and~~stock ~~current~~without ~~management~~seeking ~~does~~any ~~not~~further ~~anticipate~~approval ~~doing~~from ~~so.~~our ~~Current~~common stockholders. Any preferred stock that we issue may rank ahead of our common stock in terms of dividend priority or liquidation premiums and ~~persons~~may ~~who~~have ~~desire~~greater tovoting ~~purchase~~rights than our common stock. ~~should~~In addition, such preferred stock may contain provisions allowing those shares to be ~~aware~~converted ~~that~~into ~~significant~~shares ~~state~~of ~~Blue~~common ~~Sky~~stock, ~~law~~which ~~restrictions~~could ~~may~~dilute the ~~limit~~value ~~our~~of ~~stockholders~~common ~~from~~stock ~~selling~~to ~~their~~current ~~shares~~stockholders and ~~potential~~could ~~purchasers from~~adversely ~~acquiring~~affect the market price, if any, of our common stock.

~~The absence~~There ofare ansignificant ~~established~~restrictions ~~trading market will limit~~ on the ~~ability~~transferability of ~~stockholders~~outstanding toshares ~~dispose~~ of ~~their~~our common stock.

~~There~~None of the outstanding isshares ~~currently~~of noour ~~public~~common ~~trading~~stock ~~market~~has ~~for~~been ~~any~~registered ofunder ~~our~~the Securities Act or the securities. ~~The~~laws ~~Company~~of ~~will~~any state and, consequently, they may not ~~seek~~be toresold, ~~list~~transferred ~~any~~or otherwise disposed of ~~our~~under federal securities onlaws ~~any exchange~~unless orsuch ~~have~~transaction ~~them~~is ~~quoted~~registered under onthe Securities Act or an ~~automated~~exemption ~~quotation~~from ~~system~~the orregistration ~~over-~~requirements of the~~-counter~~ ~~market~~Securities Act is available. ~~Any~~In ~~decision~~connection with any transfer of shares of our common stock other than pursuant to ~~initiate~~an ~~public~~effective ~~trading~~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 Transaction will not be inentitled to rely on Rule 144 under the ~~discretion~~Exchange ofAct ~~management~~for the resale of aour ~~Target~~securities ~~Company~~unless ~~with~~and ~~which~~until (i) we ~~consummate~~cease to be a ~~Business~~shell ~~Combination.~~company, ~~Since~~(ii) ~~stockholders~~at ~~will~~the ~~not~~time beof ~~able~~the tosale ~~sell~~we ~~their~~are ~~shares~~reporting under the Exchange Act, ~~stockholders~~(iii) ~~should~~we ~~consider~~have ~~their~~filed ~~liquidity~~all ~~needs~~Exchange ~~with~~Act ~~respect~~reports and material required to be filed during the ~~securities~~ preceding 12 months, and ~~should~~(iv) beat ~~prepared~~least toone ~~hold~~year ~~their~~has ~~shares~~elapsed ~~for~~from anthe ~~indefinite~~time ~~period~~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.

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.(9)

~~Following a~~We ~~Business~~have ~~Combination,~~not ~~incoming~~registered ~~management~~or ~~may~~qualified ~~seek to initiate a public market for our common stock. However, we cannot assure~~any ~~you~~shares ~~that~~of ~~following such a transaction,~~ our ~~Company~~class ~~as then constituted will meet the initial listing standards~~ of ~~any stock exchange or that~~ our common stock ~~will be admitted~~ for ~~quotation~~resale onunder the ~~over~~Blue ~~the~~Sky ~~counter~~laws ~~bulletin~~of ~~board or commence trading on~~ any ~~other medium. If our common stock does not trade publicly~~state, ~~holders~~which ~~may~~will ~~not~~limit bethe ~~able~~liquidity toof ~~sell~~ the common stock.

The Company has not registered ~~designation~~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 asshould abe ~~"penny~~aware ~~stock"~~that ~~would~~significant state Blue Sky law restrictions may limit ~~the~~our ~~liquidity~~stockholders offrom ~~the~~selling their shares and potential purchasers from acquiring our common stock.

~~Our common~~The ~~stock~~absence ~~after a Business Combination may be deemed a “penny stock” as that term is defined under Rule 3a51-1~~ of ~~the~~an ~~Exchange~~established ~~Act. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and~~trading ~~trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the~~ market ~~may~~will belimit ~~very limited. Penny stocks in start-up companies are among~~ the ~~riskiest~~ability ~~equity investments. Broker-dealers who sell penny stocks must provide purchasers~~ of ~~these~~stockholders 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~~dispose ~~purchase. Many brokers choose not to participate in penny stock transactions. Because~~ of ~~the~~their ~~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~~There is currently no public ~~sales~~trading ~~practice~~market ~~requirements~~for ~~may~~any ~~also~~of ~~limit~~our asecurities. ~~stockholder’s~~The ~~ability~~Company will not seek to ~~buy~~list ~~and~~any ~~sell~~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 Transaction. 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.

~~In addition~~We tocannot ~~the~~assure ~~“penny~~you ~~stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules~~ that ~~require~~following ~~that in recommending an investment to~~ a ~~customer, a broker-dealer must have reasonable grounds~~ ~~for~~Business ~~believing~~Transaction ~~that~~with ~~the~~an ~~investment~~operating isbusiness ~~suitable~~our ~~for~~common ~~that~~stock 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~~listed ~~for~~or atadmitted ~~least some customers. The FINRA requirements make it more difficult for broker-dealers~~ to ~~recommend~~quotation ~~that~~on ~~their customers buy our common stock stocks in~~ any ~~market~~securities exchange ~~that~~or ~~develops~~other ~~for~~trading ~~our common stock in the future~~medium, which ~~may~~will limit the ~~ability~~liquidity toof ~~buy~~the ~~and sell our stock and which will have an adverse effect on any market that develops for our~~ shares.

~~Limitations~~Following a Business Transaction, 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 ~~liability~~the ~~and~~over ~~indemnification~~the ~~matters~~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.

~~As permitted~~The bydesignation ~~the corporate laws~~ of ~~the State of Nevada, we have included in~~ our ~~articles~~common ofstock ~~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~~"penny ~~which~~stock" hewould ~~or she~~limit ~~reasonably believed to be in or not opposed to~~ the ~~best~~liquidity ~~interests~~ of the ~~corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful~~shares. 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.

WeOur common stock after ~~have~~a ~~never~~Business ~~paid~~Transaction ~~dividends~~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 of penny stocks 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.

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.(10)

~~(11)~~FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

~~Item~~In addition to the “penny 1Bstock” 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. ~~Unresolved~~Prior ~~Staff~~to ~~Comments~~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, 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.

~~Not~~Limitations on liability and indemnification ~~Applicable~~matters.

~~Item~~As permitted by the corporate 2laws 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 directors did not act in good faith and in a manner which he or 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 their conduct was unlawful. ~~Properties~~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 ~~maintain~~ ~~our~~have ~~principal~~never ~~executive~~paid ~~offices~~dividends aton ~~127 North Tryon Street, Suite 312, Charlotte, North Carolina, where~~ our ~~President maintains a business office. We use this office space free of charge. We believe that this space~~common ~~is sufficient for our current requirements~~stock. ~~The Company does not own or lease any properties at this time.~~

~~Item~~We have never paid dividends 3on our common stock and do not presently intend to pay any dividends in the foreseeable future. ~~Legal~~In ~~Proceedings~~the unlikely event we generated profits prior to a Business Transaction, we expect to retain such earnings and re-invest them into the Company to further its business objectives.

~~The Company~~Item ~~presently~~1B. isUnresolved ~~not~~Staff ~~a party to, nor is management aware of, any pending, legal proceedings~~Comments.

~~Item 4.~~Not ~~Mine Safety Disclosures~~Applicable.

~~Not applicable~~Item 2. Properties.

~~(12)~~We maintain our principal executive offices at 4392 Enchantment Cove Lane, Charlotte, North Carolina, where our President maintains a business office. We use this office space free of charge. We believe that this space 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 Transaction, if ever.

~~PART II~~Item 3. Legal Proceedings.

~~Item 5.~~The ~~Market~~Company ~~for~~presently ~~Registrant’s~~is not ~~Common~~a ~~Equity~~party to, ~~Related~~nor ~~Stockholder~~is ~~Matters~~management ~~and~~aware ~~Issuer~~of, ~~Purchases~~any ofpending, ~~Equity~~legal ~~Securities~~proceedings.

~~Market Information~~Item 4. Mine Safety Disclosures.

~~As of~~Not ~~July 11, 2012, there was one holder of record of 1,500,000 outstanding shares of our common stock~~applicable.

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.(11)

~~We are~~PART ~~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.~~II

~~All outstanding~~Market 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.Information

~~Rule 144~~As ~~is not available for the resale~~ of ~~securities~~June ~~initially~~27, ~~issued~~2013, bythere were ~~companies~~four ~~that~~holders ~~are,~~of orrecord ~~previously~~of ~~were~~1, ~~shell companies~~000, ~~like~~000 ~~us,~~outstanding ~~unless~~shares ~~the~~of ~~following~~our ~~conditions~~common ~~are met:~~stock.

·Our ~~the~~common ~~issuer~~stock ofdoes ~~the~~not trade, ~~securities~~nor ~~that~~is ~~was~~it ~~formerly~~admitted ato ~~shell~~quotation, ~~company~~on ~~has~~any ~~ceased~~stock toexchange beor aother ~~shell~~trading ~~company;~~facility. ·Management ~~the~~has ~~issuer~~no ofpresent ~~the~~plan, ~~securities~~proposal, arrangement isor ~~subject~~understanding with any person with regard to the ~~reporting~~development ~~requirements~~of a trading market in any of ~~Section~~our 13securities. orAny ~~15(d)~~decision to initiate public trading of ~~the~~our ~~Exchange~~common ~~Act;~~stock ·will be in the ~~issuer~~discretion of ~~the~~management ~~securities~~of ~~has~~a ~~filed~~Target ~~all~~Company ~~Exchange~~with ~~Act~~which ~~reports~~we ~~and~~consummate a ~~material~~Business ~~required~~Transaction. toWe becannot ~~filed,~~assure asyou ~~applicable,~~that ~~during~~a ~~the~~trading ~~preceding~~market 12for ~~months~~our ~~(or~~common ~~such~~stock ~~shorter~~will ~~period~~ever ~~that~~develop. ~~the~~We ~~issuer~~have ~~was~~not ~~required~~registered our toclass ~~file~~of ~~such~~common ~~reports~~stock for resale under the blue sky laws of any state and ~~materials),~~current ~~other~~management ~~than~~does ~~Current~~not ~~Reports~~anticipate ondoing ~~Form~~so. The ~~8-K;~~holders of shares of common stock, and ·persons atwho ~~least~~may ~~one~~desire ~~year~~to ~~has~~purchase ~~elapsed~~shares ~~from~~of ~~the~~our ~~time~~common stock in any trading market that might develop in the ~~issuer~~future, ~~filed~~should ~~current~~be ~~comprehensive~~aware ~~disclosure~~that, ~~with~~in addition to transfer restrictions imposed by federal securities laws, significant state blue sky law restrictions may exist which could limit the ~~SEC~~ability ~~reflecting~~of ~~its~~stockholders ~~status~~to assell antheir ~~entity~~shares ~~that~~and islimit potential ~~not~~purchasers afrom ~~shell~~acquiring ~~company~~our common stock.

~~Neither the~~We ~~Company~~are ~~nor~~not ~~its~~obligated ~~officer/~~by contract ~~director has any present plan, proposal, arrangement, understanding~~ or ~~intention~~otherwise ofto ~~selling~~issue any ~~outstanding shares~~securities ofand ~~common~~there ~~stock~~are innot ~~the~~outstanding ~~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~~securities ~~market~~ that ~~may~~are ~~develop~~convertible ~~for~~into ~~our~~or ~~securities subsequent to a~~exchangeable ~~Business Combination, such sales may adversely affect the price~~ for ~~the~~shares ~~sale~~ of ~~the~~our ~~Company's~~ common stock ~~securities in any 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.

~~Dividends.~~Shares Available for Future Sale

~~We have~~All ~~not~~outstanding ~~paid~~shares of ~~any dividends on~~ our common stock toare ~~date~~“restricted ~~and~~securities,” doas ~~not~~that ~~presently~~term ~~intend~~is todefined ~~pay~~under ~~cash~~Rule ~~dividends~~144 ~~prior~~promulgated tounder the ~~consummation~~Securities ofAct, abecause ~~Business~~they ~~Combination.~~were ~~The~~issued ~~payment~~in ofa ~~any~~private ~~dividends~~transaction ~~subsequent~~not toinvolving a ~~Business~~public ~~Combination~~offering. ~~will~~Accordingly, benone ~~within~~of the ~~discretion~~outstanding ofshares of our ~~then~~common ~~seated~~stock ~~board~~may be resold, transferred or otherwise disposed of ~~directors.~~unless ~~Current~~such ~~management~~transaction ~~cannot~~is ~~predict~~registered under the ~~factors~~Securities Act ~~which~~or an exemption from registration is available. In connection with any ~~future~~transfer ~~board~~of shares of ~~directors~~our ~~would~~common ~~consider~~stock other than pursuant ~~when~~to ~~determining~~an ~~whether~~effective orregistration ~~when~~statement under the Securities Act, the Company may require the holder to ~~pay~~provide ~~dividends~~to the Company an opinion of counsel to the effect that such transfer does not require registration of such shares under the Securities Act.

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

~~None~~· 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.

~~Recent~~Neither the Company nor ~~Sales~~its officer and director has any present plan, proposal, arrangement, understanding or intention of ~~Unregistered~~selling ~~Securities~~any outstanding shares of common stock in the public market subsequent to a Business Transaction. 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 Transaction, such sales may adversely affect the price for the sale of the Company's common stock securities in any 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.

~~The Company did not issue or sell any securities during the fiscal year ended March 31, 2012.~~(12)

~~(13)~~Dividends.

~~Item~~We have not paid any dividends 6.on ~~Selected~~our ~~Financial~~common ~~Data~~stock to date and do not presently intend to pay cash dividends prior to the consummation of a Business Transaction.

AsThe payment of any dividends subsequent to a ~~“smaller~~Business ~~reporting~~Transaction ~~company”~~will asbe ~~defined~~within bythe ~~Item~~discretion 10of our then seated board of ~~Regulation~~directors. ~~S-K,~~Current management cannot predict the ~~Company~~factors iswhich ~~not~~any ~~required~~future toboard ~~provide~~of ~~the information~~directors ~~required~~would byconsider ~~this~~when ~~Item~~determining whether or when to pay dividends.

~~Item~~Repurchases ~~7. Management’s Discussion and Analysis~~ of ~~Financial~~Equity ~~Condition and Results of Operations.~~Securities

~~The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition~~None. The discussion should be read along 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

~~General~~Recent Sales of Unregistered Securities.

~~We were~~The ~~formed~~Company todid ~~serve~~not ~~as a vehicle to acquire, through a capital stock exchange merger, asset acquisition or other similar business~~issue ~~combination, an operating~~ or ~~development~~sell ~~stage business which desires to utilize our status as a reporting corporation under the Exchange Act. We have neither engaged in~~ any ~~commercial~~securities ~~operations nor generated any revenues~~ during the ~~twelve-month~~fiscal ~~period~~year ended March 31, ~~2012, our fiscal year end~~2013.

~~We are~~Item ~~currently in the process of evaluating and identifying targets for a Business Combination~~6. WeSelected ~~are~~Financial ~~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~~Data.

~~Our management~~As ~~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~~smaller ~~1A Risk Factors.”~~reporting Bycompany” ~~way~~as ofdefined ~~example, we will be affected~~ by ~~the~~Item ~~risks~~10 ~~inherent in the business and operations~~ of ~~the~~Regulation ~~Target Business and~~S-K, ifthe ~~such business~~Company is anot ~~foreign~~required ~~entity, we will be subject~~ to ~~all~~provide of the ~~risks~~information ~~attendant~~required toby ~~foreign operations. Although our management~~this ~~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~~Item.

~~We expect~~Item ~~that~~7. inManagement’s ~~connection~~Discussion ~~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,~~Analysis ~~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~~Financial ~~shares~~Condition ~~of our capital stock will significantly reduce the equity interest of our stockholders as of the date of the transaction~~ and ~~will~~Results ~~likely result in the resignation or removal~~ of ~~our management as of the date of the transaction~~Operations.

~~Our management~~The ~~anticipates~~following ~~that~~plan ~~the~~of ~~Company~~operation provides ~~likely~~information ~~will~~which bemanagement ~~able~~believes tois ~~affect~~relevant ~~only one Business Combination, due primarily~~ to ~~our~~an ~~financial resources~~assessment and ~~the~~understanding ~~dilution~~ of ~~interest~~our ~~for~~results ~~present and prospective stockholders, which is likely to occur as a result~~ of ~~our~~operations ~~management's~~and ~~plan~~financial tocondition. ~~offer~~The adiscussion ~~controlling~~should ~~interest~~be toread aalong ~~Target~~with ~~Business~~our infinancial ~~order~~statements toand ~~achieve~~notes ~~a tax-free reorganization~~thereto. ~~This~~The ~~lack~~following ~~of diversification~~discussion ~~should~~and beanalysis ~~considered~~contains aforward-looking ~~substantial~~statements ~~risk~~which ininvolve ~~investing~~risks inand ~~us,~~uncertainties. ~~because~~Our itactual ~~will~~results ~~concentrate~~may ~~the~~differ ~~chance~~significantly from ~~for~~the ~~our~~results ~~success~~expectations ~~into a single business~~ and ~~not~~plans ~~permit~~discussed usin tothese ~~offset~~forward-looking ~~potential losses from one venture against potential gains from another.~~statements

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 earningsGeneral.

~~(14)~~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 neither engaged in any commercial operations nor generated any revenues during the twelve-month period ended March 31, 2013, our fiscal year end.

~~Liquidity~~We are currently in the process of evaluating and ~~Capital~~identifying ~~Resources~~targets for a Business Transaction. We will not engage in, any substantive commercial business activities unless and until we consummate a Business Transaction, which may never occur.

~~As of~~Our ~~March~~management ~~31,~~has ~~2012,~~broad discretion ~~the~~with ~~Company~~respect ~~had~~to ~~total~~identifying ~~assets~~and ofselecting ~~$26,~~a ~~comprised~~prospective ~~exclusively~~Target ~~of cash~~Business. ~~This~~We ~~compares~~have ~~with~~not noestablished ~~assets~~any asspecific ~~of March~~attributes ~~31,~~or ~~2011.~~criteria ~~The~~(financial ~~Company’s~~or ~~liabilities~~otherwise) ~~totaled~~for ~~$48,650~~prospective ~~and~~Target ~~$34,303as~~Businesses. ofThere ~~March~~are ~~31,~~numerous ~~2012~~risks in connection with our current and ~~2011,~~proposed ~~respectively~~business plans, inincluding ~~each~~all ~~case comprised~~ of ~~amounts~~the ~~due~~risks toenumerated ~~related~~under ~~parties~~“Item ~~and~~1A ~~trade~~Risk ~~payables~~Factors.” ~~The~~Although ~~Company~~our ~~can~~management will ~~provide~~endeavor noto ~~assurance~~evaluate ~~that~~the itrisks ~~can~~inherent ~~continue~~in toa ~~satisfy its~~particular ~~cash~~Target ~~requirements~~Business, ~~for~~we atcannot ~~least~~assure ~~the~~you ~~next~~that ~~twelve~~we ~~months~~will properly ascertain or assess all significant risks.

~~The~~We expect that in connection ~~following~~with isany Business Transaction, we will issue a ~~summary~~significant number of shares of our common stock (equal to at least 80% of the ~~Company's~~total number ~~cash~~of ~~flows~~shares ~~provided~~outstanding byafter ~~(used~~giving ~~in)~~effect ~~operating~~to the transaction and likely, ~~investing~~a significantly higher percentage), ~~and~~in ~~financing~~order ~~activities~~to ensure ~~for~~that ~~the~~such transaction qualifies as a “tax free” transaction under federal tax laws). The issuance of additional ~~years~~shares ~~ended~~of ~~March~~our ~~31,~~capital ~~2012~~stock ~~and~~will ~~March~~significantly ~~31,~~reduce ~~2011~~the equity interest of our stockholders as of the date of the transaction and ~~for~~will likely result in the ~~cumulative~~resignation ~~period~~or ~~from~~removal ~~December~~of 3,our ~~2007~~management ~~(inception)~~as toof ~~March~~the ~~31,~~date ~~2012~~of the transaction.

	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

Our management anticipates that the Company likely will be able to affect only one Business Transaction, 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.

~~The Company~~Management ~~has nominal assets and has generated no revenues since inception. Our current assets will not be sufficient to cover our~~anticipates ~~operating~~that ~~costs and expenses over~~ the ~~next~~selection ~~twelve~~of ~~months~~a ~~during~~Target ~~which~~Business ~~time we will incur costs~~ and ~~expenses in connection with~~ the ~~preparation~~consummation ~~and filing~~ of ~~reports~~a ~~under~~Business ~~the~~Transaction ~~Exchange~~will ~~Act,~~be ~~identifying~~complex and ~~evaluating~~extremely ~~Targets~~risky ~~Businesses~~ and ~~costs we may incur~~ incannot ~~connection~~assure ~~with~~investors ~~entering~~that ~~into a Business Combination. These costs are hard to quantify given~~ the ~~multitude~~Company ofever ~~variables associated with such activities. Our ongoing expenses~~ will ~~result~~enter ininto ~~continued~~such ~~net~~a ~~operating~~transaction ~~losses~~or that ~~will~~if ~~increase until~~ we ~~can~~do consummate of a Business ~~Combination~~Transaction that ~~with~~the aCompany ~~profitable~~will ~~Target~~achieve ~~Business,~~long-term ifor ~~ever~~immediate short-term earnings.

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.(13)

~~We cannot~~Liquidity 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~~Capital ~~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~~Resources."

~~Results~~As of March 31, 2013, the Company had no assets, as compared with assets of ~~Operations~~$26, comprised exclusively of cash, as of March 31, 2012. The Company’s liabilities as of March 31, 2013 totaled $64,210, comprised exclusively of amounts due to affiliates. This compares with liabilities of $48,850, comprised exclusively of monies due to affiliates, as of March 31, 2012. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

~~Since our~~The ~~inception,~~following ~~we have not engaged in any revenue generating activities or realized any revenues. It~~ is ~~unlikely~~a summary of the Company's ~~will have~~cash ~~any~~flows ~~revenues~~provided ~~unless~~by it(used isin) ~~able to effect an acquisition or merger with an~~ operating, ~~company~~investing, ofand ~~which~~financing ~~there~~activities ~~can~~for ~~be no assurance. It is management's assertion that these circumstances may hinder~~ the ~~Company's~~years ~~ability~~ended toMarch ~~continue~~31, 2013 asand aMarch ~~going~~31, ~~concern.~~2012 ~~The~~and ~~Company’s plan of operation~~ for the ~~next~~cumulative ~~twelve~~period ~~months~~from ~~shall~~December be3, to2007 ~~continue~~(inception) ~~its efforts~~ to ~~locate~~March ~~suitable~~31, ~~acquisition candidates~~2013.

We reported a net loss for the year ended March 31, 2012 of $14,321, compared to a net loss for the year ended March 31, 2011 of $12,567 and a have suffered a net loss since inception of $48,724. The Company has used cash from operations of $9,224 since its inception, consisting primarily of professional fees, and has a negative working capital of $48,624 at March 31, 2012.

	Fiscal Year Ended March 31, 2013			Fiscal Year Ended March 31, 2012			For the Cumulative Period from December 3, 2007 (inception) to March 31, 2013
Net cash provided by (used in) operating activities	$	(17,359	)	$	(16,330	)	$	(60,463	)
Net cash provided by (used in) financing activities	$	17,333		$	(16,356	)	$	60,463
Net increase (decrease) in cash and cash equivalents	$	(26	)	$	26		$	0

WeThe Company has nominal doassets and has generated no revenues since inception. Our current assets will not ~~expect~~be sufficient to ~~engage~~cover inour ~~any~~operating ~~substantive~~costs ~~activities~~and expenses ~~unless~~over ~~and~~the ~~until~~next ~~such~~twelve ~~time~~months asduring which time we ~~enter~~will ~~into~~incur acosts ~~Business~~and ~~Combination~~expenses in connection with the preparation and afiling ~~Target~~of ~~Business~~reports under the Exchange Act, ifidentifying ~~ever.~~and Weevaluating ~~cannot~~Targets ~~provide~~Businesses ~~investors~~and ~~with~~costs ~~any~~we ~~assessment~~may asincur toin ~~the~~connection ~~nature~~with entering ofinto a ~~Target~~ Business’s ~~operations or~~Transaction. ~~speculate~~These ascosts are difficult to quantify given the ~~status~~multitude of ~~its~~variables ~~products~~associated orwith ~~operations,~~such activities. ~~whether~~Our atongoing ~~the~~expenses ~~time~~will ofresult ~~the~~in ~~Business~~continued ~~Combination~~net itoperating losses that will beincrease ~~generating~~until we can consummate a Business ~~revenues~~Transaction orwith ~~its~~a ~~future~~profitable ~~prospects~~Target Business, if ever.

~~Item~~To date, we have funded 7Aour operations through loans from our present stockholders. ~~Quantitative~~Our current stockholders have advised us that they expects to fund additional costs and ~~Qualitative~~expenses ~~Disclosures~~that ~~About~~we ~~Market~~will ~~Risk~~incur in connection with our operations through loans or further investment in the Company, as and when necessary. However, they is 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.

AsWe cannot provide investors with any assurance that we will have sufficient capital resources to identify a ~~“smaller~~suitable ~~reporting~~Target ~~company”~~Business, to conduct effective due diligence as ~~defined~~to byany ~~Item~~Target 10Business or to consummate a Business Transaction. As a result of ~~Regulation~~our ~~S-K~~negative working capital, ~~the~~our losses ~~Company~~since isinception ~~not~~and ~~required~~our failure to ~~provide~~generate ~~the~~revenues from operations, our financial statements include a note in which our ~~information~~auditor ~~required~~has byexpressed ~~this~~doubt ~~Item~~about our ability to continue as a "going concern."

~~(15)~~Results of Operations.

~~Item~~Since our inception, we 8have not engaged in any revenue generating activities or realized any revenues. ~~Financial~~It ~~Statements~~is ~~and~~unlikely ~~Supplementary~~the ~~Data~~Company will have any revenues unless it is able to affect a Business Transaction or merger with an operating company, 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 Target Businesses.

~~--------------------~~We reported a net loss for the year ended March 31, 2013 of $15,586, compared to a net loss for the year ended March 31, 2011 of $14,321 and a have suffered a net loss since inception of $64,310. The Company has a negative working capital of $64,210 at March 31, 2013.

~~AUDITED~~We do not expect to engage ~~FINANCIAL~~in ~~STATEMENTS~~any substantive activities unless and until such time as we enter into a Business Transaction 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 Transaction it will be generating revenues or its future prospects.

~~Tryon Alpha,~~Item ~~Inc~~7A. Quantitative and Qualitative Disclosures About Market Risk.

(AAs a “smaller reporting ~~Development~~company” ~~Stage~~as defined by Item 10 of Regulation S-K, the Company) is not required to provide the information required by this Item.

~~March 31,~~Item ~~2012~~8. Financial Statements and Supplementary Data.

~~---------------------~~(14)

~~(16)~~FINANCIAL STATEMENT INDEX

FINANCIAL STATEMENT INDEX

Report of Independent Registered Public Accounting Firm	16
Balance Sheets for the years ended March 31, 2013and 2012	17
Statements of Operations for the years ended March 31, 2013 and 2012 and cumulative since inception (December 3, 2007)	18
Statement of Stockholders’ Deficit for the years ended March 31, 2013 and 2012 and cumulative since inception (December 3, 2007)	19
Statements of Cash Flows for the years ended March 31, 2013 and 2012 and cumulative since inception (December 3, 2007)	20
Notes to Financial Statements	21

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

(15)

~~(17)~~Bongiovanni& Associates, CPA’s

~~BONGIOVANNI &~~FL ~~ASSOCIATES, C.P.A.’s~~Office

~~19720 Jetton~~7951 ~~Road,~~SW 36th rdSt., ~~Floor~~Suite. 216

~~Cornelius~~Plantation, ~~North~~ ~~Carolina~~FL ~~28031 (USA)~~33324

~~Report of~~Tel: ~~Independent Registered Public Accounting Firm~~954-424-2345

~~To the~~Fax: ~~Board of Directors and~~954-424-2230

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

~~We have~~19720 ~~audited~~Jetton ~~the accompanying balance sheets of Tryon Alpha~~Road, ~~Inc.~~3rd (A Development Stage Company) (the “Company”) as of March 31, 2012 and 2011, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years ended March 31, 2012 and 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.Floor

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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to haveCornelius, ~~nor~~NC were we engaged to perform, an audit of its internal control over financial reporting. Our 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.28031

~~In our~~ ~~opinion,~~Tel: the financial statements referred to above present fairly, in all material respects, the financial position of Tryon Alpha, Inc. as of March 31, 2012 and 2011, and the results of its operations and its cash flows for each of the two years ended March 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.704-892-8733

~~The accompanying~~Fax: 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.704-892-6487

~~/s/ Bongiovanni~~REPORT &OF ~~Associates,~~INDEPENDENT ~~CPA’s~~REGISTERED PUBLIC ACCOUNTING FIRM

~~Bongiovanni &~~To ~~Associates,~~the ~~CPA’s~~Board of Directors and

~~Certified~~Stockholders of Tryon Alpha, ~~Public~~Inc. ~~Accountants~~(A Development Stage Company)

~~Cornelius~~We have audited the accompanying balance sheets of Tryon Alpha, Inc. (A Development Stage Company) (the “Company”) as of March 31, 2013 and 2012, and ~~North~~the ~~Carolina~~related statements of operations, stockholders’ deficit, and cash flows for each of the two years ended March 31, 2013 and 2012. 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.

~~July~~We conducted our audits in accordance 10with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~2012~~ nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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.

~~(18)~~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, 2013 and 2012, and the results of its operations and its cash flows for each of the two years ended March 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.

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

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.

~~(19)~~/s/ Bongiovanni & Associates, CPA’s

Tryon Alpha, Inc.
(A Development Stage Company)
Statements of Operations
							Cumulative
	For the years ended						Totals
	March 31						Since Inception
	2012			2011			December 3, 2007
							through March 31, 2012
REVENUES
Revenue	$	—		$	—		$	—
Total revenues		—			—			—
EXPENSES
Professional fees		13,589			11,835			45,613
Total expenses		13,589			11,835			45,613
Net (loss) from operations		(13,589	)		(11,835	)		(45,613	)
OTHER (EXPENSE)
Interest expense		(732	)		(732	)		(3,111	)
Net (loss)	$	(14,321	)	$	(12,567	)	$	(48,724	)
Net (loss) per share--basic and fully diluted	$	(0.01	)	$	(0.01	)	$	(0.05	)
Weighted average shares outstanding--basic and fully diluted		1,310,109			1,000,000			1,071,835
The accompanying notes are an integral part of these financial statements

Bongiovanni & Associates, CPA’s

~~(20)~~Certified Public Accountants

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

Cornelius, North Carolina

~~(21)~~June 27, 2013

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

www.ba-cpa.net

(2216)

TRYON ALPHA, INC.

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

	As of
	March 31, 2013			March 31, 2012

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		3,843			3,111
Payable to shareholder		51,213			33,880
Accounts payable		—			2,509
Checks in excess of bank balance		4			—
TOTAL CURRENT LIABILITIES		64,210			48,650

TOTAL LIABILITIES		64,210			48,650

STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized;
no shares issued and outstanding at March 31, 2013 and 2012, respectively)		—			—
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 and 1,500,000 shares issued and outstanding at March 31, 2013 and 2012, respectively)		100			150
Additional paid in capital		85			85
Common stock subscription receivable		(85	)		(135	)
Deficit accumulated during the development stage		(64,310	)		(48,724	)
TOTAL STOCKHOLDERS' DEFICIT		(64,210	)		(48,624	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	—		$	26


The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements.

(~~A DEVELOPMENT STAGE COMPANY~~17)

NOTES TO THE FINANCIAL STATEMENTS

Tryon Alpha, Inc.
(A Development Stage Company)
Statements of Operations (Unaudited)

							Cumulative
	For the years ended						Totals
	March 31						Since Inception
	2013			2012			December 3, 2007
							through March 31, 2013
REVENUES
Revenue	$	—		$	—		$	—
Total revenues		—			—			—


EXPENSES
Professional fees		14,854			13,589			60,467
Total expenses		14,854			13,589			60,467

Net (loss) from operations		(14,854	)		(13,589	)		(60,467	)

OTHER (EXPENSE)
Interest expense		(732	)		(732	)		(3,843	)

Net (loss)	$	(15,586	)	$	(14,321	)	$	(64,310	)

Net (loss) per share--basic and fully diluted		*			*		$	(0.06	)
Weighted average shares outstanding--basic and fully diluted		1,205,479			1,310,109			1,096,915


*-less than $0.01


The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements.

~~AS OF MARCH 31, 2012~~(18)

NOTE A—BUSINESS ACTIVITY

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, 2013

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	)

Shares returned and canceled		(1,350,000	)		(135	)		—		—		135			—		—

Common stock issued		850,000			85			—		—		(85	)		—		—

Net loss		—			—			—		—		—			—		(15,586	)

Balances, March 31, 2013		1,000,000		$	100			—	$	—	$	(85	)	$	85	$	(64,310	)

The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements

~~The Tryon Alpha, Inc.~~ (~~“The Company”~~19) ~~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

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



							Cumulative
	For the years ended						Totals
	March 31						Since Inception
	2013			2012			December 3, 2007
							through March 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(15,586	)	$	(14,321	)	$	(64,310	)
Adjustments to reconcile net (loss) to net cash provided by (used in) operations:
Increase in accrued interest to a Related Party		732			732			3,843
Increase (decrease) in accounts payable and other liabilities		(2,505	)		(2,741	)		4
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(17,359	)		(16,330	)		(60,463	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable to related party		—			—			9,150
Proceeds from shareholder		17,333			16,356			51,213
Capital stock purchase		—			—			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		17,333			16,356			60,463

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(26	)		26			—

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD		26			—			—

END OF THE PERIOD	$	—		$	26		$	—

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



The Report of Independent Registered Public Accounting Firm and accompanying notes are an integral part of these financial statements.

The 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 $48,724, used cash from operations of $9,224 since its inception, and has a negative working capital of $48,624 at March 31, 2012.(20)

~~The Company’s~~TRYON ~~ability~~ALPHA, 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 dueINC. 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~~(A OFDEVELOPMENT ~~SIGNIFICANT~~STAGE ~~ACCOUNTING POLICIES~~COMPANY)

~~Basis of~~NOTES ~~Presentation-~~TO ~~The~~THE ~~financial~~FINANCIAL ~~statements~~STATEMENTS ~~included herein were prepared under the accrual basis of accounting.~~

~~Cash and~~AS ~~Cash~~OF ~~Equivalents-~~March ~~For purposes of the Statement of Cash Flows~~31, ~~the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.~~2013

~~Management’s Use~~NOTE ofA—BUSINESS 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.ACTIVITY

~~Revenue Recognition-~~ The ~~Company~~Tryon ~~applies~~Alpha, ~~paragraph~~Inc., ~~605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition~~Inc. (“The Company”) was ~~recognizes~~organized ~~revenue~~under ~~when~~the itlaws isof ~~realized~~the orState ~~realizable~~of ~~and~~Nevada ~~earned~~on ~~less~~December ~~estimated~~3, ~~future~~2007 ~~doubtful~~as ~~accounts~~a corporation. The Company ~~considers~~’s ~~revenue~~objective ~~realized~~is to acquire or ~~realizable~~merge ~~and~~with ~~earned~~a ~~when~~target ~~all~~business ofor ~~the~~company ~~following~~in ~~criteria~~a ~~are~~business ~~met:~~combination.

~~(i)~~NOTE ~~persuasive~~B—GOING ~~evidence of an arrangement exists,~~CONCERN

~~(ii)~~The ~~the~~accompanying ~~services~~financial ~~have~~statements have been ~~rendered~~prepared on a going concern basis, which assumes the Company will realize its assets and ~~all~~discharge ~~required~~its ~~milestones~~liabilities ~~achieved~~in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $64,310, used cash from operations of $60,463 since its inception, and has a negative working capital of $64,210 at March 31, 2013.

~~(iii)~~The ~~the~~Company’s ~~sales~~ability ~~price~~to continue as a going concern is ~~fixed~~dependent upon its ability to generate future profitable operations and/or ~~determinable,~~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.

~~(iv)~~NOTE ~~collectability~~C—SUMMARY isOF ~~reasonably~~SIGNIFICANT ~~assured.~~ACCOUNTING POLICIES

~~(23)~~Basis of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.

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

(AManagement’s Use of Estimates- ~~DEVELOPMENT~~The ~~STAGE~~preparation ~~COMPANY)~~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.

~~NOTES~~Comprehensive Income (Loss) - The Company TOreports ~~THE~~Comprehensive ~~FINANCIAL~~income ~~STATEMENTS~~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.

ASNet (loss) per Common Share- Net loss OFper ~~MARCH~~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, 2013 and 2012.

~~NOTE~~Deferred Taxes- The Company accounts ~~C—SUMMARY~~for OFincome ~~SIGNIFICANT~~taxes ~~ACCOUNTING~~under ~~POLICIES—CONT’D~~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.

~~Comprehensive Income~~Fair ~~(Loss)~~Value -of ~~The~~Financial ~~Company reports Comprehensive income and its components following guidance set forth by section 220~~Instruments-10 ofThe ~~the~~carrying ~~FASB~~amounts ~~Accounting~~reported ~~Standards~~in ~~Codification~~the ~~which~~balance ~~establishes~~sheet ~~standards~~ for ~~the~~cash, ~~reporting~~note ~~and~~payable ~~display~~to ofrelated ~~comprehensive~~party, ~~income and~~accrued ~~its~~interest ~~components~~to ina ~~the~~related ~~financial~~party, payable ~~statements.~~to ~~There~~shareholder ~~were~~and noaccounts ~~items~~payable ofapproximate ~~comprehensive~~fair ~~income~~value ~~(loss)~~based ~~applicable~~on to the ~~Company~~short-term ~~during the~~maturity ~~years~~of ~~covered~~these ~~in the financial statements~~instruments.

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.(21)

~~Deferred Taxes-~~TRYON ~~The~~ALPHA, ~~Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification~~INC. 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~~(A ofDEVELOPMENT ~~Financial~~STAGE ~~Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.~~COMPANY)

~~Accounts Receivable-~~NOTES ~~Accounts~~TO ~~deemed~~THE ~~uncollectible~~FINANCIAL ~~are~~STATEMENTS ~~written off in the year they become uncollectible. As of March 31, 2012 and 2011, the balance in Accounts Receivable was $0 and $0, respectively.~~

~~Impairment of~~AS ~~Long-Lived~~OF 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.~~2013

~~Stock~~Impairment of Long-~~Based Compensation~~Lived Assets- The Company ~~accounts~~evaluates ~~for~~the ~~stock-based~~recoverability ~~compensation~~of ~~using~~its ~~the~~fixed ~~fair~~assets ~~value~~and ~~method~~other ~~following~~assets ~~the~~in ~~guidance~~accordance ~~set~~with ~~forth in~~ section ~~718~~360-10-15 of the FASB Accounting Standards Codification for ~~disclosure~~disclosures about ~~Stock-Based~~Impairment ~~Compensation.~~or ~~This~~Disposal ~~section~~of ~~requires a~~Long-Lived ~~public~~Assets. ~~entity~~Disclosure torequires ~~measure~~recognition ~~the~~of ~~cost~~ impairment of ~~employee~~long-lived ~~services~~assets ~~received~~ in ~~exchange~~the ~~for~~event anthe ~~award~~net ofbook ~~equity~~value ~~instruments~~of ~~based~~such onassets ~~the grant-date~~exceeds ~~fair~~its ~~value~~expected ofcash ~~the~~flows. ~~award~~If ~~(with~~so, ~~limited~~it ~~exceptions).~~is ~~That~~considered ~~cost~~to be ~~will~~impaired beand ~~recognized~~is ~~over~~written ~~the~~down ~~period~~to ~~during~~fair value, which ~~an employee~~ is ~~required~~determined tobased ~~provide~~on ~~service~~either indiscounted ~~exchange~~future ~~for~~cash ~~the~~flows ~~award-~~or ~~the~~appraised ~~requisite~~values. The ~~service~~Company ~~period~~adopted ~~(usually~~ the ~~vesting~~statement ~~period)~~on inception. No ~~compensation cost~~impairments isof ~~recognized~~these ~~for~~types ~~equity~~of ~~instruments~~assets ~~for~~were ~~which~~recognized ~~employees~~during dothe ~~not~~years ~~render~~ended March ~~the~~31, ~~requisite~~2013 ~~service~~and 2012, respectively.

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 (24with 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.

~~TRYON~~Fair Value for Financial Assets and Financial ~~ALPHA~~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”) 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), ~~INC~~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:

(A DEVELOPMENT STAGE COMPANY)

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.

~~NOTES~~The carrying amounts of the Company’s TOfinancial ~~THE~~assets ~~FINANCIAL~~and ~~STATEMENTS~~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, 2013 and 2012.

ASThe Company does not have any assets or liabilities OFmeasured ~~MARCH~~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~~2013, 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, 2013.

~~NOTE C—SUMMARY~~Recent OFAccounting ~~SIGNIFICANT ACCOUNTING POLICIES—CONT’D~~Pronouncements

~~Fair Value for Financial Assets and Financial Liabilities-~~ The Company ~~follows~~has ~~paragraph~~reviewed ~~825-10-50-10~~all ofrecently ~~the FASB Accounting Standards~~issued, ~~Codification~~but ~~for~~not ~~disclosures~~yet ~~about~~effective, ~~fair~~accounting ~~value~~pronouncements ~~of its financial instruments~~ and ~~paragraph~~does ~~820-10-35-37~~not ofbelieve the ~~FASB~~future ~~Accounting~~adoption ~~Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value~~ of ~~its~~any ~~financial~~such ~~instruments.~~pronouncements ~~Paragraph~~may ~~820-10-35-37 establishes~~be ~~a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.~~expected ~~GAAP),~~to ~~and~~cause ~~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~~material ~~value~~impact ~~hierarchy~~on ~~which~~its ~~prioritizes~~consolidated ~~the~~financial ~~inputs~~condition ~~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~~consolidated ~~priority~~results ~~to unobservable inputs. The three levels~~ of ~~fair value~~its ~~hierarchy defined by Paragraph 820-10-35-37 are described below:~~operations.

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.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

~~The~~In June 2011, FASB issued ASU No. 2011-05, ~~carrying~~“Comprehensive ~~amounts~~Income of(ASC ~~the~~Topic ~~Company’s~~220): ~~financial~~Presentation of ~~assets~~Comprehensive ~~and~~Income” ~~liabilities~~(“ASU 2011-05”), which ~~such~~amends ascurrent ~~cash~~comprehensive ~~and~~income ~~accrued~~guidance. This ~~expenses,~~accounting ~~approximate~~update ~~their~~eliminates the option to present the components ~~fair~~of ~~values~~other ~~because~~comprehensive income as part of the ~~short~~statement ~~maturity~~ of ~~these~~shareholders’ ~~instruments~~equity. Instead, ~~The~~the Company’s ~~note~~must ~~payable~~report ~~approximates~~comprehensive income ~~the~~in ~~fair~~either ~~value~~a single continuous statement of ~~such~~ ~~instrument~~comprehensive ~~based~~income ~~upon~~which ~~management’s~~contains ~~best~~two ~~estimate~~sections, ofnet ~~interest~~income ~~rates~~and ~~that~~other ~~would~~comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be ~~available~~effective tofor public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company ~~for~~is ~~similar~~reviewing ~~financial~~ASU ~~arrangement~~2011-05 atto ~~March~~ascertain 31its impact on the Company’s financial position, ~~2012~~results of operations or cash flows as it only requires a change in the format of the current presentation.

~~The~~In September 2011, the FASB ~~Company~~issued ~~does~~ASU 2011-08 ~~not~~which ~~have~~provides ~~any~~an ~~assets~~entity orthe ~~liabilities~~option ~~measured~~to atfirst ~~fair~~assess ~~value~~qualitative onfactors ato ~~recurring~~determine orwhether ait ~~non~~is necessary to perform the current two-~~recurring~~step ~~basis,~~test ~~consequently~~for goodwill impairment. If an entity believes, as a result of its qualitative ~~the~~assessment, ~~Company~~that ~~did~~it is more-likely-than-not ~~have~~that ~~any~~the fair value ~~adjustments~~of ~~for~~a ~~assets~~reporting ~~and~~unit ~~liabilities~~is ~~measured~~less atthan ~~fair~~its ~~value~~carrying atamount, ~~March~~the ~~31,~~quantitative impairment ~~2012,~~test ~~nor~~is ~~gains or~~required. Otherwise, ~~losses~~no ~~are~~further ~~reported~~testing inis ~~the~~required. ~~statement~~The ofrevised ~~operations~~standard ~~that~~is ~~are~~effective ~~attributable~~for toannual and ~~the~~interim ~~change~~goodwill inimpairment ~~unrealized~~tests ~~gains~~performed orfor ~~losses~~fiscal ~~relating to~~years ~~those~~beginning ~~assets~~after ~~and~~December ~~liabilities~~15, ~~still~~2011. We ~~held~~do atnot expect that the ~~reporting~~adoption ~~date~~of ~~for~~this ~~the~~standard ~~year~~will ~~ended~~have ~~March~~a 31material impact on our results of operations, ~~2012~~cash flows or financial condition.

~~Recent~~In December 2011, FASB issued Accounting ~~Pronouncements~~Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

~~The~~ASU 2012-02 allows companies ~~Company~~the ~~has~~option ~~reviewed~~to ~~all~~first ~~recently~~assess ~~issued,~~qualitatively ~~but~~whether it is more likely than not ~~yet~~that ~~effective~~an indefinite-lived intangible asset is impaired, before ~~accounting~~determining ~~pronouncements~~whether ~~and~~it ~~does~~is ~~not~~necessary ~~believe~~to perform the ~~future~~quantitative ~~adoption~~impairment test. An entity is not required to calculate the fair value of ~~any~~an ~~such~~indefinite-lived ~~pronouncements~~intangible ~~may~~asset beand ~~expected~~perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. Companies can choose to ~~cause~~perform athe ~~material~~qualitative ~~impact~~assessment on none, some, or all of its ~~consolidated~~indefinite-lived ~~financial~~intangible ~~condition~~assets or choose to only perform the ~~consolidated~~quantitative impairment test for any indefinite-lived ~~results~~intangible ofin ~~its~~any ~~operations~~period.

In May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU ~~2011~~2012-~~04”). ASU 2011-04~~02 ~~changes~~is ~~the~~effective ~~wording used to describe many of the requirements in U.S. GAAP~~ for ~~measuring~~annual ~~fair value~~ and ~~for disclosing~~ ~~information~~interim ~~about~~impairment ~~fair~~tests ~~value~~performed ~~measurements~~for tofiscal ~~ensure~~years ~~consistency~~beginning ~~between~~after ~~U.S.~~September ~~GAAP~~15, ~~and~~2012, ~~IFRS.~~with ~~ASU~~early ~~2011-04~~adoption ~~also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs~~permitted. ~~This new~~The ~~guidance~~Company is toin bethe ~~applied~~process ~~prospectively. The~~of ~~Company~~evaluating ~~anticipates~~the ~~that~~guidance and the ~~adoption~~impact ofASU ~~this~~2012-02 ~~standard~~ will ~~not~~have ~~materially expand~~on its consolidated financial ~~statement note disclosures~~statements.

(2522)

TRYON ALPHA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

AS OF ~~MARCH~~March 31, ~~2012~~2013

NOTE ~~C—SUMMARY~~ OFD-SUPPLEMENTAL ~~SIGNIFICANT~~CASH ~~ACCOUNTING~~FLOW ~~POLICIES—CONT’D~~INFORMATION

~~Recent~~Supplemental disclosures of cash flow information ~~Accounting~~for ~~Pronouncements~~year ~~(cont’d)~~ended March 31, 2013 and 2012 is summarized as follows:

~~In June 2011,~~Cash ~~FASB~~paid ~~issued~~during ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting update eliminates the ~~option~~years toended ~~present~~March ~~the components of other comprehensive income as part of the statement of shareholders’ equity. Instead~~31, ~~the Company must report comprehensive income in either a single continuous statement of comprehensive income~~ ~~which~~2013 ~~contains two sections, net income~~ and ~~other~~2012 ~~comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective~~ for ~~public~~interest ~~companies during the interim~~ and ~~annual~~income ~~periods~~taxes ~~beginning after December 15, 2011, with early adoption permitted. The Company~~ is ~~reviewing ASU 2011-05 to ascertain its impact on the Company’s financial position, results of operations or cash flows~~ as ~~it only requires a change in the format of the current presentation.~~follows:

In September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

		2013		2012
Interest	$	—	$	—
Taxes	$	—	$	—

~~In December~~NOTE ~~2011, FASB issued Accounting Standards Update 2011~~E-~~11,~~SEGMENT “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition. REPORTING

~~NOTE~~The Company follows the guidance set forth Dby section 280-~~SUPPLEMENTAL~~10 ~~CASH~~of ~~FLOW~~the ~~INFORMATION~~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, 2013 and 2012.

~~Supplemental disclosures~~NOTE ofF—CAPITAL ~~cash flow information for the years ended March 31, 2012 and 2011 is summarized as follows:~~STOCK

~~Cash paid~~The ~~during~~Company ~~the~~is ~~years~~authorized ~~ended~~to ~~March~~issue 31100,000,000 common ~~2012~~shares ~~and~~at ~~2011~~$.0001 ~~for~~par ~~interest~~value ~~and~~per ~~income taxes:~~share.

		2012		2011
Interest	$	—	$	—
Taxes	$	—	$	—

On August 28, 2012, 1,350,000 shares of common stock were returned to the Company and canceled. On the same day, the Company issued 850,000 shares of common stock at a price equal to the par value per share.

~~(26)~~As of March 31, 2013, the Company had the following common shares outstanding:

TRYON ALPHA, INC.

	Number of Shares
Ange Properties, LLC		400,000
Garvin Strategic Capital, LLC		200,000
Gideon Atlantic LC		200,000
Ange Capital LLC		200,000
		1,000,000

(AAs of March 31, 2013, the Company has not issued ~~DEVELOPMENT~~any ~~STAGE~~preferred ~~COMPANY)~~shares of stock.

~~NOTES TO~~NOTE ~~THE~~G ~~FINANCIAL~~– ~~STATEMENTS~~DEVELOPMENT STAGE COMPANY

ASThe Company is in the development stage as OFof ~~MARCH~~March 31, ~~2012~~2013 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 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 ~~E-SEGMENT~~ ~~REPORTING~~H—SHAREHOLDER LOAN/RELATED PARTY

~~The Company~~During ~~follows~~ the ~~guidance~~year ~~set~~ended ~~forth~~March by31, ~~section~~2013, ~~280-10~~the shareholders of the ~~FASB~~Company ~~Accounting~~paid ~~Standards~~an ~~Codification~~aggregate ~~for~~of ~~reporting~~$17,333 ~~and disclosure~~ on ~~operating segments of~~ the Company.’s Itbehalf ~~also~~to ~~requires~~cover ~~segment~~costs ~~disclosures about products~~ and ~~services,~~expenses ~~geographic~~incurred ~~areas,~~by ~~and major~~the ~~customers~~Company. As ~~The~~a ~~Company~~result, ~~determined~~the ~~that~~payable itdue ~~did~~to ~~not~~shareholder ~~have~~is ~~any~~$51,213 ~~separately~~and ~~reportable~~$33,880 ~~operating segments~~ as of March 31, 2013 and 2012, respectively.

~~NOTE~~The Company has an outstanding Note Payable ~~F—CAPITAL~~with ~~STOCK~~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%.

~~The Company~~Accrued isinterest ~~authorized~~not topaid ~~issue~~for ~~100,000,000~~the ~~common~~period ~~shares~~from inception at(December ~~$.0001~~3, ~~par~~2007) ~~value~~through ~~per~~March ~~share~~31, 2013 was $3,843.

~~During~~The Company utilizes a miniscule-sized office ~~the~~space ~~year~~provided ~~ended~~free ~~March~~of ~~31,~~charge ~~2012,~~by ~~850,000~~Mr. ~~shares~~Cauley. ~~were~~The ~~returned~~Company will continue to maintain its offices at this location until the ~~Company~~consummation of ~~and~~a ~~canceled~~Business Combination, if ever. The ~~Company~~effects ~~issued~~of ~~additional~~rent ~~1,350,000 shares~~expense ~~and~~are ~~recorded~~immaterial ~~$135~~to ~~stock~~the ~~subscription~~financial ~~receivable~~statements ~~related~~taken toas ~~this~~a ~~issuance~~whole.

~~As of March 31, 2012, the Company had the following common shares outstanding:~~(23)

	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

TRYON ALPHA, INC.

~~As of~~(A ~~March~~DEVELOPMENT ~~31,~~STAGE ~~2012, the Company has not issued any preferred shares of stock.~~COMPANY)

~~NOTE G~~NOTES –TO ~~DEVELOPMENT~~THE ~~STAGE~~FINANCIAL ~~COMPANY~~STATEMENTS

~~The Company~~AS isOF ~~in the development stage as of~~ March 31, 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 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.2013

NOTE H I—~~SHAREHOLDER~~INCOME ~~LOAN/RELATED PARTY~~TAXES

~~During the~~Due ~~year~~to ~~ended~~the ~~March~~operating ~~31,~~loss ~~2012,~~and the ~~shareholders~~inability to ofrecognize ~~the Company paid~~ an ~~aggregate~~income oftax ~~$16~~benefit,~~356~~ onthere ~~the~~is ~~Company’s~~no ~~behalf~~provision tofor ~~cover costs~~current ~~and~~or ~~expenses~~deferred ~~incurred~~federal byor ~~the~~state ~~Company~~income ~~during~~taxes ~~the~~for ~~year, compared with $6,585 paid during~~ the ~~year ended March 31, 2011. As~~period afrom ~~result,~~inception ~~the~~through ~~payable due to shareholder is $33,880 and $17,524 as of~~ March 31, ~~2012 and 2011, respectively~~2013.

~~The Company~~Deferred ~~has~~income antaxes ~~outstanding~~reflect ~~Note~~the ~~Payable~~net ~~with~~tax aeffects of ~~related~~temporary ~~party.~~differences ~~The~~between ~~amount of~~ the ~~loan~~carrying isamounts ~~$9,150~~of assets and itliabilities isfor ~~payable~~financial onreporting ~~demand,~~purposes and the amount ~~annual~~used ~~interest~~for ~~rate~~federal onand ~~the~~state ~~note~~income istax 8%purposes.

~~Accrued interest~~The ~~not~~Company’s ~~paid~~total ~~for~~deferred ~~the~~tax ~~period~~asset, calculated ~~from~~using ~~inception~~federal ~~(December~~and 3state effective tax rates, ~~2007)~~as ~~through~~of March 31, ~~2012~~2013 ~~was~~and $32012,~~111.~~ respectively, is as follows:

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.

	2013			2012

Total Deferred Tax Asset	$	(21,800	)	$	(16,500	)
Valuation Allowance		21,800			16,500
Net Deferred Tax Asset	$	—		$	—

~~(27)~~The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended March 31, 2013 and 2012 is as follows:

TRYON ALPHA, INC.

	2013	2012

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%

(ABecause of the Company’s lack of earnings ~~DEVELOPMENT~~history, ~~STAGE~~the ~~COMPANY)~~deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $5,300 and $4,800 during the years ended March 31, 2013 and 2012, respectively.

~~NOTES~~As of March 31, 2013, the Company had a federal TOand ~~THE~~state ~~FINANCIAL~~net ~~STATEMENTS~~operating loss carry forward in the amount of approximately $64,300 which expires in the year 2033.

~~AS OF MARCH 31, 2012~~(24)

~~NOTE I—INCOME~~Item ~~TAXES~~9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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, 2012None.

~~Deferred income~~Item ~~taxes~~9A. ~~reflect~~Controls ~~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~~Procedures.

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

Total Deferred Tax Asset	$	(14,700	)
Valuation Allowance		14,700
Net Deferred Tax Asset	$	—

As of the end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive Officer, who also 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 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 the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our PEO, to allow timely decisions regarding required disclosures. Based upon that evaluation, our PEO concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC as a result of the weakness in our internal controls described below.

~~The reconciliation~~Management’s ofAnnual ~~income~~Report ~~taxes~~on ~~computed at the federal statutory income tax rate to total income taxes for the years ended March~~Internal ~~31,~~Control ~~2012~~over ~~and~~Financial ~~2011~~Reporting ~~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	%

Management is responsible for establishing and maintaining adequate internal control over financial reporting, (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. A company’s ICFR includes those policies and procedures that: (i) pertain to the maintenance of 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 that 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, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of ~~the~~its ~~Company’s~~inherent limitations, ~~lack~~ICFR ofmay ~~earnings~~not ~~history~~prevent or detect misstatements. Also, ~~the~~projection ~~deferred~~of ~~tax~~any ~~asset~~evaluation ~~has~~of ~~been~~effectiveness ~~fully~~to ~~offset~~future byperiods is asubject ~~valuation~~to ~~allowance.~~the ~~The~~risk ~~valuation allowance~~that ~~increased~~controls ~~(decreased)~~may bybecome ~~approximately~~inadequate ~~$4,800~~because ~~and~~of ~~$4,300~~changes in conditions, or that the ~~years~~degree ~~ended~~of ~~March~~compliance ~~31,~~with the ~~2012~~policies ~~and~~or ~~2011~~procedures may deteriorate. Accordingly, ~~respectively~~even an effective system of ICFR will provide only reasonable assurance with respect to financial statement preparation.

AsManagement assessed the effectiveness of ~~March~~our ~~31,~~ICFR ~~2012,~~as of the ~~Company~~end ~~had~~of athe ~~federal~~period ~~and~~covered ~~state~~by ~~net~~this ~~operating~~report ~~loss~~using ~~carry~~the ~~forward~~criteria inset forth by the ~~amount~~Committee of ~~approximately~~Sponsoring Organizations ~~$43~~of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework. Based on this evaluation,~~474~~ management concluded that, as of March 31, 2013, the Company’s ICFR was not effective at the reasonable assurance ~~which~~level ~~expires~~because inwe identified the ~~year~~following ~~2030.~~ material weaknesses:

1. We did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, our director is not independent nor does he qualify as an audit committee financial expert as defined in Item 407(28d)(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. 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.

~~Item~~A material weakness in 9ICFR is defined in Section 210.1-02(4) ~~Changes~~of Regulation S-X promulgated by the SEC as a deficiency, or combination of deficiencies, in ~~and~~ICFR, ~~Disagreements~~such ~~with~~that ~~Accountants~~there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on ~~Accounting~~a ~~and~~timely. ~~Financial~~A ~~Disclosure~~significant deficiency is a deficiency, or a combination of deficiencies, in ICFR that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks of errors in financial reporting under current operations.

~~None~~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.

~~Item~~This Annual Report does 9Anot include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. ~~Controls~~Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and ~~Procedures.~~Exchange Commission that permit the Company to provide only management’s report in this Annual Report

~~Evaluation of~~Changes ~~Disclosure~~in ~~Controls~~Internal ~~and~~Control ~~Procedures~~over Financial Reporting

~~As of~~There ~~the~~were ~~end~~no ofchanges ~~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~~internal ~~controls~~control ~~and~~over ~~procedures~~financial asreporting ~~defined~~during ~~in Rules 13a-15(e) and 15d-15(e) of~~ the ~~Exchange~~quarter ~~Act.~~ended ~~Our~~March ~~disclosure~~31, ~~controls and~~2013 ~~procedures are designed to ensure~~ that ~~information~~have ~~required~~materially toaffected, ~~be disclosed in the reports we file~~ or ~~submit~~are ~~under the Exchange~~reasonably ~~Act~~likely ~~is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated~~ to ~~our~~materially ~~management~~affect, ~~including~~ our ~~PEO,~~internal tocontrol ~~allow~~over ~~timely~~financial ~~decisions regarding required disclosures. Based upon that evaluation~~reporting, ~~our~~which ~~PEO~~internal ~~concluded~~controls ~~that~~will asremain ofdeficient until such ~~date,~~time ~~our~~as ~~disclosure controls and procedures were not effective to ensure that~~ the ~~information~~Company ~~required~~completes toa bemerger ~~disclosed~~transaction byor usacquisition inof ~~our~~an ~~reports~~operating isbusiness ~~recorded,~~at ~~processed,~~which ~~summarized and reported within the~~ time ~~periods~~we ~~specified~~expect bythat ~~the~~incoming management ~~SEC~~will asbe aable ~~result~~to ofimplement ~~the~~effective ~~weakness in our internal~~ controls ~~described~~and ~~below~~procedures.

~~Management’s Annual~~Item ~~Report~~9B. onOther ~~Internal Control over Financial Reporting~~ Information.

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting, (“ICFR”) as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act~~None. ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States, or GAAP. A company’s ICFR includes those policies and procedures that: (i) pertain to the maintenance of 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 that 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, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, ICFR may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of ICFR will provide only reasonable assurance with respect to financial statement preparation.(25)

~~Management assessed~~PART 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 (“COSO”) in Internal Control—Integrated Framework. Based on this evaluation, management concluded that, as of March 31, 2012, the Company’s ICFR was not effective at the reasonable assurance level because we identified the following material weaknesses:III

1. We did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, our director is not independent nor does she qualify as an audit committee financial expert as defined in Item ~~407(d)(5)(ii) of Regulation S-K~~10. ~~Since these entity level programs have a pervasive effect across the organization~~Directors, ~~management~~Executive ~~has~~Officers ~~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 inCorporate ~~place to ensure that all disclosures required were originally addressed in our financial statements~~Governance. 3. 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.

~~A material~~The ~~weakness~~table insets ~~ICFR~~forth isinformation ~~defined in Section 210.1-02(4) of Regulation S-X promulgated by the SEC~~ as ~~a deficiency, or combination~~ of ~~deficiencies, in ICFR, such that there is a reasonable possibility that a material misstatement of~~ the ~~annual or interim financial~~date ~~statements will not be prevented or detected on a timely. A significant deficiency is a deficiency, or a combination~~ of ~~deficiencies, in~~this ~~ICFR~~report ~~that~~with isrespect ~~less severe than a material weakness, yet important enough~~ to ~~merit~~our attention by those responsible for oversight of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks of errors in financial reporting under current operations.management:

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.

Name	Age	Title
Mercer Cauley	45	President and Director
Justin Ange	26	Vice President

~~This~~Mr. Cauley has been our ~~Annual~~President ~~Report~~and ~~does~~sole ~~not~~director ~~include~~since aninception. ~~attestation~~Since ~~report~~2003, ofMr. ~~the~~Cauley ~~Company’s~~has ~~registered~~been ~~public~~engaged ~~accounting~~by ~~firm~~as ~~regarding~~an ~~internal control~~attorney ~~over~~by ~~financial~~the ~~reporting.~~firm ~~Management’s~~of ~~report~~Rogers ~~was~~& Rogers ~~not~~specializing ~~subject~~in immigration matters. From 1996 to ~~attestation~~2003, byhe was the ~~Company’s~~director ~~registered~~of ~~public accounting~~student ~~firm~~affairs ~~pursuant~~for toTeen ~~temporary~~Mania ~~rules~~ Ministries of ~~the~~Garden ~~Securities~~Valley ~~and~~Texas. ~~Exchange~~During ~~Commission~~2002, ~~that~~Mr. ~~permit~~Cauley ~~the~~was ~~Company~~an toadjunct ~~provide~~professor ~~only management’s~~at ~~report~~Tyler inJunior ~~this~~College ~~Annual~~in ~~Report~~Tyler, Texas.

~~Changes~~Justin Ange has served as our Vice President since August 28, 2012. Since January 2011, Mr. Ange has served as the Operations Manager of MedSource Pharmacy located in ~~Internal~~Kinston, ~~Control~~North ~~over~~Carolina, ~~Financial~~where ~~Reporting~~is responsible for all activities associated with its daily operations, including internal accounting, marketing, front-end management, purchasing, supply chain management and human services management. Mr. Ange graduated from College of Charleston with a bachelor of sciences in business administration in December 2010.

~~There were~~The noterm ~~changes~~of inoffice of our director ~~internal~~expires ~~control~~at ~~over financial reporting during~~ the ~~quarter~~Company's ~~ended~~annual ~~March~~meeting ~~31,~~of ~~2012~~stockholders ~~that have materially affected,~~ or ~~are~~until ~~reasonably~~him ~~likely~~successor tois ~~materially~~duly ~~affect,~~elected ~~our~~and ~~internal~~qualified. ~~control~~Our ~~over financial reporting, which internal controls~~director ~~will~~is ~~remain~~not ~~deficient~~compensated ~~until~~for ~~such~~serving ~~time~~ as ~~the~~such. ~~Company~~Officers ~~completes~~serve aat ~~merger~~the ~~transaction~~discretion ~~or acquisition~~ of anthe ~~operating~~board ~~business~~of ~~at which time management will be able to implement effective controls and procedures~~directors.

~~Item 9B.~~Section ~~Other~~16 ~~Information.~~Compliance

~~None~~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 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 our sole director, officer and stockholder is in compliance with the requirements of Section 16(a) during fiscal year ended March 31, 2013.

~~(29)~~Code of Ethics.

~~PART~~The Company has not adopted ~~III~~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 Transaction.

~~Item 10.~~Audit ~~Directors, Executive Officers and Corporate Governance~~Committee.

The board of directors ~~table~~has ~~sets~~not ~~forth~~established ~~information~~an asaudit committee nor adopted an audit committee charter; rather, the entire board of directors serves the functions ~~date~~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 ~~report~~time. ~~with~~The ~~respect~~board toof directors ~~our~~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 Transaction.

Name	Age	Title
Mercer Cauley	45	President and Director

Stockholder Communications.

~~Mr. Cauley~~The board of directors has ~~been~~not ~~our~~adopted ~~President~~a ~~and~~process ~~sole~~for ~~director~~security ~~since~~holders ~~inception~~to send communications to the board of directors. ~~Since~~Given ~~2003~~the nature of the Company’s business, ~~Mr.~~its ~~Cauley~~limited ~~has~~stockholder ~~been~~base ~~engaged~~and bycurrent ascomposition anof ~~attorney~~management, by the ~~firm~~board of ~~Rogers~~directors &does ~~Rogers~~not ~~specializing~~believe inthat ~~immigration~~the Company ~~matters.~~requires ~~From~~a ~~1996~~process for security holders to ~~2003,~~send hecommunications ~~was~~to the ~~director~~board of ~~student~~directors ~~affairs for~~at ~~Teen~~this ~~Mania~~time. ~~Ministries~~The board of ~~Garden~~directors takes ~~Valley~~the ~~Texas.~~position ~~During~~that ~~2002,~~management ~~Mr.~~of ~~Cauley~~a ~~was~~Target anBusiness ~~adjunct~~will ~~professor~~establish atsuch ~~Tyler~~a ~~Junior~~process ~~College~~that inwill be appropriate for its operations ~~Tyler,~~after ~~Texas~~the Company consummates a Business Transaction.

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.(26)

~~Section 16~~Item ~~Compliance~~11. Executive Compensation.

~~Section 16(a)~~The ofCompany ~~the~~has ~~Exchange~~not ~~Act~~paid any ~~requires~~compensation ~~our~~to ~~executive~~any ~~officers and directors and~~ person ~~who~~since ~~own~~inception ~~more than 10% of our common stock to file reports regarding ownership of~~ and ~~transactions~~will innot ~~our~~pay ~~securities~~any ~~with~~compensation ~~the~~until ~~Securities~~it ~~and~~affects ~~Exchange Commissioner and to provide us with copies of those filings. Based solely on our review of the copies received by or~~ a ~~written~~Business ~~representation~~Transaction, ~~from~~at ~~certain~~which ~~reporting~~time ~~persons~~compensation weshall ~~believe~~be ~~that during fiscal year ended March 31, 2012, we believe that our sole director, officer and stockholder is~~ in ~~compliance with~~ the ~~requirements~~discretion of ~~Section~~incoming ~~16(a)~~management.

~~Involvement~~The Company has not adopted inany ~~Certain~~retirement, ~~Legal~~pension, ~~Proceedings~~profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.

~~To the~~The ~~best~~Company ofdoes ~~our~~not ~~knowledge,~~have a ~~from~~compensation ~~inception~~committee. toGiven ~~March~~the ~~31,~~nature ~~2012, none~~ of the ~~following~~Company’s ~~occurred with respect to a present or former director~~business, ~~executive~~its ~~officer,~~limited orstockholder ~~employee:~~base ~~(1)~~and ~~any~~the ~~bankruptcy~~current ~~petition filed by or against any business~~ composition of ~~which~~management, ~~such person was a general partner or executive officer either at~~ the ~~time~~board of ~~the~~directors ~~bankruptcy~~does ornot ~~within~~believe ~~two years prior to~~ that ~~time;~~the ~~(2)~~Company ~~any~~requires ~~conviction in~~ a ~~criminal~~compensation ~~proceeding~~committee orat ~~being~~this ~~subject~~time. toThe ~~a pending criminal proceeding (excluding traffic violations and other minor offenses);~~board ~~(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,~~ of ~~any~~directors ~~court~~takes ofthe ~~competent jurisdiction,~~position ~~permanently~~that ormanagement ~~temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type~~ of ~~business,~~a ~~securities~~Target orBusiness ~~banking~~will ~~activities;~~make ~~and (4) being found by~~ a ~~court~~determination ofto ~~competent~~establish ~~jurisdiction (in~~ a ~~civil~~compensation ~~action), the~~committee ~~SEC~~that orwill ~~the~~be ~~commodities~~suitable ~~Futures~~for ~~Trading~~its ~~Commission~~operations toat ~~have~~such ~~violated~~time aas ~~federal~~the orCompany ~~state~~consummates ~~securities~~a orBusiness ~~commodities law~~Transaction, ~~and~~if ~~the judgment has not been reversed, suspended or vacated~~ever.

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

The ~~Company~~ ~~has~~following ~~not~~table ~~adopted a code of ethics. Given the nature of the Company’s business, its limited stockholder base and current~~sets ~~composition of management~~forth, ~~the~~as ~~board~~ of ~~directors does not believe that~~ the ~~Company~~date ~~requires a code~~ of ~~ethics at~~ this ~~time.~~Report, ~~The board~~certain ofinformation ~~directors~~regarding ~~takes~~beneficial ~~the~~ownership ~~position that management~~ of aour ~~Target~~common ~~Business~~stock ~~will~~by ~~adopt~~our asole ~~code of ethics that will be suitable for~~officer ~~its~~and ~~operations~~director, ~~after~~who ~~the~~is ~~Company~~our ~~consummates~~only ~~a Business Combination~~stockholder.

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

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.

Name of Beneficial Owner	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned ⁽¹⁾
Gideon Atlantic, LLC ¹		200,000		20 %
Ange Properties, LLC ²		400,000		40 %
Garvin Strategic Capital, LLC		200,000		20 %
Ange Capital, LLC ³		200,000		20 %
All officers and directors as a group (1 person)		600,000		60 %

~~Stockholder~~1. Mr. Cauley owns these shares through Gideon ~~Communications~~Atlantic, LLC, over which he exercises sole ownership and control.

~~The board~~2. ofThis ~~directors~~entity ~~has~~is ~~not~~owned ~~adopted~~by aour ~~process~~sole ~~for security holders to send communications to the board of directors. Given the~~officer’s ~~nature~~and ~~of the Company~~director’s ~~business,~~sister ~~its limited stockholder base~~ and ~~current composition of management~~brother-in-law, ~~the~~and ~~board~~he ofdisclaims ~~directors does~~beneficial ~~not~~ownership ~~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 aentity’s ~~process that will be appropriate for its operations after the Company consummates a Business Combination~~shares.

~~(30)~~3. This entity is owned by Justin Ange, our Secretary.

~~Item 11. Executive~~ Compensation Plans.

~~The Company~~We ~~has~~have not ~~paid~~adopted any compensation toplans ~~any~~for ~~person~~the ~~since~~benefit ~~inception~~of ~~and~~our ~~will~~employees, ~~not~~representatives ~~pay~~or ~~any~~consultants. ~~compensation~~The ~~until~~Company itdoes ~~affects~~not ahave ~~Business~~outstanding any ~~Combination~~options, atwarrants ~~which~~or ~~time~~other ~~compensation~~rights ~~shall~~outstanding bethat inentitle ~~the~~anyone ~~discretion~~to acquire shares of ~~incoming~~capital ~~management~~stock.

~~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.~~(27)

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

~~The following~~During ~~table~~the ~~sets~~year ~~forth~~ended March 31, as2013, the shareholders of ~~July~~the ~~11,~~Company ~~2012~~paid an aggregate of $17,333 ~~certain~~on ~~information~~the ~~regarding~~Company’s ~~beneficial~~behalf ~~ownership~~to ofcover ~~our~~costs ~~common~~and ~~stock~~expenses incurred by ~~our sole~~the ~~officer~~Company. ~~and~~As ~~director~~a result, ~~who~~the payable due to shareholder is ~~our~~$51,213 ~~only~~and ~~stockholder~~$33,880 as of March 31, 2013 and 2012, respectively.

The ~~applicable~~ ~~percentage~~Company ofhas ~~ownership~~an isoutstanding Note ~~based~~Payable onwith ~~1,500,000~~a ~~shares~~related ~~outstanding~~party. The ~~address~~amount of the ~~person~~loan ~~named~~is in$9,150 ~~the~~and ~~table~~it ~~below~~ is ~~care~~ ofpayable on demand. The annual interest rate on the note ~~Company~~is 8%.

Name and Address of Beneficial Owner	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned
Mercer Cauley		37,500 (1)		2.5	%
Ange Properties, LLC (2)		75,000		5	%
Garvin Strategic Capital, LLC		37,500		2.5	%
Jonathan Patton		1,350,000		90	%
All officers and directors as a group (1 person)		37,500		2.5	%

Accrued interest not paid for the period from inception (December 3, 2007) through March 31, 2013 was $3,843.

(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~~Director Independence.

~~We have~~The ~~not~~Company ~~adopted~~has ~~any~~not ~~compensation~~established its ~~plans~~own definition for ~~the~~determining ~~benefit~~whether ofits ~~our~~directors ~~employees,~~and ~~representatives~~nominees orfor ~~consultants.~~directors ~~The~~are ~~Company~~“independent” ~~does~~nor ~~not have~~has ~~outstanding~~it adopted any ~~options,~~other ~~warrants~~standard orof ~~other~~independence ~~rights~~employed ~~outstanding~~by ~~that~~any ~~entitle~~national ~~anyone~~securities toexchange ~~acquire~~or ~~shares~~inter-dealer ofquotation ~~capital stock~~system.

~~Item~~Current management cannot ~~13.~~predict ~~Certain~~whether ~~Relationships~~incoming ~~and~~management ~~Related~~of ~~Transactions~~a Target Business upon the consummation of a Business Transaction, ~~and~~if ~~Director~~such ~~Independence~~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.

~~Related Party~~Item ~~Transactions~~14. Principal Accounting Fees and Services.

~~During~~AUDIT FEES. The aggregate fees billed for professional ~~the~~services ~~year~~rendered ~~ended~~by ~~March~~Bongiovanni 31& Associates, ~~2012~~CPAS, for the ~~shareholders~~audit of the Company's ~~paid~~annual anfinancial ~~aggregate~~statements offor ~~$16,356~~the fiscal years ending on ~~the~~March ~~Company’s~~31, ~~behalf~~2013 toand ~~cover costs~~March 31, 2012 were $3,500 and ~~expenses~~$3,500, ~~incurred~~respectively. byThe ~~the~~aggregate ~~Company~~fees ~~during~~billed ~~the~~for ~~year,~~professional fees ~~compared~~rendered in connection with ~~$6,585~~the ~~paid~~reviews ~~during~~of the ~~year~~financial ~~ended~~statements ~~March~~included ~~31,~~in ~~2011.~~the ~~As a~~Company's ~~result,~~Quarterly ~~the~~Reports ~~payable~~on ~~due~~Form to10-Q for ~~shareholder~~the isfiscal ~~$33,880~~years ~~and~~ending ~~$17~~March 31,~~524~~ as2013 ofand March 31, 2012 were $1,200 and ~~2011~~$800, respectively.

~~The Company~~AUDIT-RELATED ~~has~~FEES. anWe ~~outstanding~~did ~~note~~not ~~payable~~pay ~~with~~any a audit related ~~party.~~fees ~~The~~paid ~~amount~~to ofour ~~the~~accountants ~~loan~~for iseither ~~$9,150~~of ~~and it is payable on demand,~~ the ~~annual~~ ~~interest~~past ~~rate~~two onfiscal ~~the note is 8%~~years.

~~Accrued interest~~TAX ~~not~~FEES. ~~paid~~We ~~for~~did ~~the~~not ~~period~~pay ~~from~~any ~~inception~~tax ~~(December~~fees 3,to ~~2007)~~our accountant ~~through~~for ~~March~~either ~~31,~~of ~~2012~~the ~~was~~past ~~$3,111~~two fiscal years.

~~The Company~~ALL ~~utilizes~~OTHER ~~office space provided free of charge by Mr~~FEES. ~~Cauley.~~We ~~The~~did ~~Company~~not ~~will~~pay ~~continue~~any tofees ~~maintain~~for services ~~its~~rendered ~~offices~~for atthe ~~this location~~past ~~until~~two ~~the~~fiscal ~~consummation~~years ofto aour ~~Business Combination~~accountants, ifother ~~ever.~~than ~~The effects of rent expense are immaterial to~~ the ~~financial statements~~audit ~~taken~~services asfee areferenced ~~whole~~above.

~~Director~~PRE-APPROVAL POLICY. The Company has not established ~~Independence~~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.

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.(28)

~~Current management~~PART 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.IV

~~(31)~~Item 15. Exhibits, Financial Statement Schedules.

~~Item 14.~~(a) Financial ~~Principal Accounting Fees and Services.~~Statements

~~AUDIT FEES.~~ The ~~aggregate fees billed for professional services rendered by Bongiovanni & Associates, CPAS, for the audit of the Company's annual~~ financial statements of ~~for~~Tryon ~~the fiscal years ending on March 31~~Alpha, ~~2012~~Inc. and ~~March 31, 2011 were $3,500 and $2,100, respectively. The aggregate fees billed for professional fees rendered in connection with~~ the ~~reviews~~report of ~~the~~independent ~~financial~~registered ~~statements included~~public inaccounting ~~the~~firm ~~Company's~~thereon ~~Quarterly~~are ~~Reports~~set onforth ~~Form~~under ~~10-Q~~Part ~~for the fiscal years ending March 31~~II, ~~2012 and March 31, 2011 were $800~~Item ~~and~~8 ~~$800,~~of ~~respectively~~this report.

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

~~TAX FEES.~~The Wefollowing ~~did~~are ~~not~~filed ~~pay~~as ~~any~~exhibits ~~tax fees~~ to ~~our accountant for either of the past two fiscal years.~~this report:

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.

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.	3
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	3

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.

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

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~~PART IV~~SIGNATURES

~~Item~~Pursuant to the requirements of Section 13 or 15.(d) ~~Exhibits~~of the Securities Exchange Act of 1934, ~~Financial~~the ~~Statement~~Registrant ~~Schedules~~has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 28, 2013.

~~(a) Financial Statements~~ TRYON ALPHA, INC.

~~The financial~~ By: ~~statements~~/s/ ofMercer ~~Tryon Alpha, Inc. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.~~Cauley

~~(b)~~ ~~Exhibits.~~Mercer Cauley

~~The following~~Pursuant ~~are~~to ~~filed~~the asrequirements ~~exhibits~~of tothe 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 June 28, 2013.

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

Signature

Title

/s/ Mercer Cauley

Mercer Cauley

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

1.	Incorporated by reference to the 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 be signed on its behalf by the undersigned, thereunto duly authorized on July 13, 2012.

TRYON ALPHA, INC.

By: /s/ Mercer Cauley

Mercer Cauley, President

Pursuant 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 13, 2012.

Signature Title /s/ Mercer Cauley Mercer Cauley President, Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer and Director

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