UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, ~~2009~~2010

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

For the transition period from ________ to ________

Commission File No. 000-53102

FARRALLON, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-1469891
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~14908~~271 ~~Oxford~~Serenity ~~Hollow~~Place, ~~Huntersville~~ Newport, ~~NC 28078~~VA 24128

(Address of principal executive offices)

(~~704~~540) ~~948~~ 641-~~1183~~0159

Issuer’s telephone number

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.

~~oYes~~£Yes x ý 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. o £ Yes x ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements ~~for~~ for the past 90 days. ~~x Yes o No~~

~~Indicate~~ý byYes ~~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). o Yes o No

Indicate by check mark ifwhether the ~~disclosure~~registrant ofhas ~~delinquent~~submitted ~~filers~~electronically ~~pursuant~~and toposted ~~Item~~on ~~405~~its ~~of Regulation~~corporate ~~S-K~~Web (§site, ~~229.405~~if ofany, ~~this~~every ~~chapter)~~Interactive isData ~~not~~File ~~contained~~required to ~~herein,~~be submitted and ~~will~~posted ~~not be~~pursuant ~~contained,~~ to ~~the~~Rule ~~best~~405 of ~~registrant’s~~Regulation ~~knowledge,~~S-T in(§ ~~definitive~~232.405 ~~proxy~~of ~~or information~~this ~~statements~~chapter) ~~incorporated~~during bythe ~~reference~~preceding in12 ~~Part~~months (or ~~III~~for ofsuch ~~this~~shorter ~~Form~~period ~~10-K or~~that ~~any~~the ~~amendment~~registrant was required to ~~this~~submit ~~Form~~and ~~10-K~~post such files). ~~o Yes x 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.

£ Yes ý No

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

Large accelerated filer o□ Accelerated filer o□ Non-accelerated filer o□ Smaller reporting company xý (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

x ý Yes o£ No

~~State~~The ~~the~~ aggregate market value of ~~the~~ voting and non-voting common equity held by non-affiliates ~~computed~~as ~~by reference to the price at which the common equity was last sold, or the average bid and asked price~~ of ~~such~~April ~~common equity~~8, as2011 ofwas ~~the last~~approximately ~~business~~$ ~~day~~-0- ~~of the registrant’s most recently completed second fiscal quarter~~. $0

~~APPLICABLE ONLY~~At TOApril ~~REGISTRANTS~~8, ~~INVOLVED~~2011 INthere ~~BANKRUPTCY~~were 1,000,000 shares of common stock outstanding.

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At March 30, 2010 there were 1,000,000 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

Restatement of 2009 Financial Statements

On April 5, 2010, the board of directors of Farrallon, Inc. (“we,” “us” or the “Company”), after discussion with our independent registered public accounting firm, concluded that the previously issued financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2009 (“2009 10-K”) should no longer be relied upon because of errors in those financial statements, and that the Company would restate the financial statements contained in the 2009 10-K to, among other things, make the necessary accounting corrections and adjustments (the “Restated 2009 Financial Statements”).

We are restating our financial statements for the year ended December 31, 2009 because we failed to record or erroneously recorded (i) certain ordinary course of business expenses that should have been recorded ax accounts payable and (ii) loans and interest accrued on the amounts borrowed. The errors affected our audited balance sheet as of December 31, 2009 and our audited statement of operations and audited statement of cash flows for the year ended December 31, 2009. Specifically, on the balance sheet, the line item “Note Payable to Related Party” was corrected from $21,837 to $20,337, the line item “Accrued Interest” was corrected from $1,664 to $2,190 and the line item “Accounts Payable” was corrected from $0 to $3,200. The net effect of the adjustments was to increase the Total Liabilities by $2,226. On the Statement of Operations, professional fees were adjusted from $4,000 to $6,700 and interest expense was adjusted from $1,191 to $1,394. The net effect of the adjustments was an increase in the net loss for the year by $2,903. Details of each line item in the balance sheet and the affected statements is set forth below.

As a result, in this Annual Report on Form 10-K for the year ending December 31, 2010, the Company:

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

A further discussion of the restatement, including the specific accounting errors that gave rise to the restatement is set forth in Part II – Item 7. Management’s Discussion and Analysis of Financial Statements and Results of Operations. The adjustments made as a result of the restatement are discussed in Note I “Correction of Errors and Restatements” of the Notes to Financial Statements included in this Annual Report on Form 10-K which includes each line item from the audited balance sheet as of December 31, 2009 and the statement of operations and statement of cash flows for the year ended December 31, 2009 that were affected by the restatement and the amount of the change.

Management of the Company has determined that the errors in the 2009 financial statements contained in the 2009 10-K demonstrates material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting. A description of control deficiencies identified by management as a result of our internal reviews and management’s plan to remediate those deficiencies, see Part II - Item 9A. “Controls and Procedures.”

TABLE OF CONTENTS

PART I
TABLE OF CONTENTS		i
FORWARD-LOOKING STATEMENTS			ii
Item 1	Description of Business	1
PART I
Item 1A	Risk Factors	4
Item 1. Description of Business			1
Item 1B	Unresolved Staff Comments	11
Item 1A. Risk Factors.			6
Item 2	Properties	11
Item 1B. Unresolved Staff Comments.			12
Item 3	Legal Proceedings	11
Item 2. Properties.			12
Item 4	Reserved	11
Item 3. Legal Proceedings.			12
Item 4. Reserved			12
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.			12
Item 6. Selected Financial Data.			14
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.			15
Item 8. Financial Statements and Supplementary Data.			16
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.			17
Item 9A. Controls and Procedures.			17
Item 9B. Other Information.			18
PART III
Item 10. Directors, Executive Officers and Corporate Governance.			18
Item 11. Executive Compensation.			19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.			19
Item 13. Certain Relationships and Related Transactions, and Director Independence.			20
Item 14. Principal Accounting Fees and Services.			20
PART IV
Item 15. Exhibits, Financial Statement Schedules.			21
SIGNATURES			22

PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	10
Item 6	Selected Financial Data	11
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 8	Financial Statements and Supplementary Data.	13
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	27
Item 9A	Controls and Procedures	27
Item 9B	Other Information	29

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11	Executive Compensation	31
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accounting Fees and Services.	32

PART IV
Item 15	Exhibits, Financial Statement Schedules	33
	SIGNATURES	34

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K and the documents incorporated by reference into the Annual Report on Form 10-K include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be be identified by the use of forward-looking terminology, including the words “believes,” “~~estimates~~estimate,” “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 their 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~~ 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.

PART I

Item 1. Description of Business

General

Farrallon, Inc. (“we”, “us”, the “Company” or like terms) was incorporated in the State of Nevada on November 13, 2007. We are a developmental stage company and ~~have~~ have not generated any revenues to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target Business”) which desires to utilize our status as a reporting company under ~~the~~ the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since inception, our business operations have ~~comprised~~ 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. None of the members of our management has ever served as an officer or director of a development stage public company with the purpose of acquiring a Target Business.

~~Given that~~The weCompany, ~~have~~based noon ~~current~~its proposed business activities, ~~operations~~is a “blank check company.” The Securities and Exchange Commission (“SEC”) defines those companies as a development stage company that is issuing a penny stock, ~~our~~as ~~current~~defined ~~assets~~in ~~consist~~Rule ~~only~~3a51-1 of ~~cash~~ the Exchange Act and ~~our~~that ~~proposed~~has no specific business ~~contemplates~~plan ~~entering~~or ~~into~~purpose, aor ~~Business~~has ~~Combination~~ indicated that its business plan is to merge with an ~~operating~~unidentified company, weor ~~are~~companies. aMany states have enacted laws limiting the sale of securities of “~~shell~~blank ~~company,~~check” ~~which~~companies isin ~~defined~~their inrespective ~~Rule~~jurisdictions. In ~~405~~addition, under Rule 12b-2 of the ~~Securities~~Exchange Act, ofthe ~~1933,~~Company asalso ~~amended~~is ~~(the~~a “~~Securities~~shell ~~Act~~company”) which is defined, as a ~~company~~ company which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because we are a "shell" company, the Business Combination we enter into with a Target Business will be deemed for accounting purposes to be a "“reverse acquisition"” or "“reverse merger."”

WeAs ~~are not~~more ~~presently~~fully ~~engaged~~described ~~in,~~under ~~and~~Item ~~will not engage in~~5, ~~any substantive commercial~~“Market ~~business~~for ~~until~~Registrant’s weCommon ~~consummate a Business Combination~~Equity, ifRelated ~~ever. We~~Stockholder ~~are currently~~Matters inand ~~the~~Issuer ~~process~~Purchases of ~~identifying~~Equity ~~and~~Securities,” ~~evaluating~~because ~~targets for a Business Combination but~~ we ~~do not have any specific Business Combination under~~ ~~consideration. Our~~are ~~efforts~~a toshell ~~identify~~company, aour ~~prospective~~stockholders ~~Target~~are ~~Business will~~ not beentitled ~~limited~~ to arely ~~particular~~on ~~industry or geographic location. In~~ the ~~case~~provisions of ~~all~~Rule ~~possible~~144 ~~transactions,~~as wean ~~intend~~exemption tofrom ~~seek to consummate~~ the ~~transaction which is most attractive and provides the greatest~~registration ~~opportunity~~requirements ~~for creating securityholder value. The determination~~ of ~~which~~ ~~opportunity is~~ the ~~most~~Securities ~~attractive~~Act ~~will~~in beconnection ~~based~~with ~~on our analysis of a variety of factors, including~~ the ~~terms~~resale of ~~the~~their ~~transaction~~securities ~~and~~prior ~~the~~to ~~perceived quality~~any ~~of the business of the Target~~ Business, ~~among~~Combination ~~other~~and ~~factors described~~are ~~below. We~~subject ~~believe that the owners of potential Target Businesses may find an acquisition by us~~ to beadditional anlimitations ~~easier~~as ~~and less dilutive means~~ to ~~achieve liquidity~~the ~~than~~use anof ~~initial~~Rule ~~public~~144 ~~offering or other financing transaction. We cannot assure you that we will be able~~ to ~~identify~~resell ~~and~~their ~~attract~~securities after a ~~Target~~ Business or ~~that we will be able to engage in a transaction on favorable terms or at all~~Combination.

~~Affecting~~Given that 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 acquisition or merger transaction would be referred to as a “reverse acquisitions” or “reverse merger” for accounting purposes.

~~General~~Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination, and then only in the discretion of management of our Business Combination partner. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements

AWe are not presently engaged in, and will not engage in, any substantive commercial business or revenue generating operations unless and until we consummate a Business Combination, if ~~may~~ever. ~~involve~~We are currently in the ~~acquisition~~process of oridentifying ~~merger~~and ~~with~~evaluating targets for a ~~company~~Business Combination but we do not have any ~~that~~specific ~~desires~~Business Combination under consideration. Our efforts to ~~have~~identify a ~~class~~prospective ofTarget ~~securities~~Business ~~registered~~will ~~under~~not ~~the~~be ~~Exchange~~limited ~~Act,~~to ~~while~~a ~~avoiding~~particular ~~what~~industry itor ~~management~~geographic ~~may~~location. ~~deem~~We will seek to beconsummate the ~~adverse~~transaction ~~consequences~~which ~~of undertaking~~is amost ~~public~~attractive ~~offering~~and ~~itself. These~~provides the ~~include~~greatest ~~time~~opportunity ~~delays, significant~~for ~~expense,~~creating ~~possible~~securityholder ~~loss~~value. The determination of ~~voting~~which ~~control~~opportunity byis the ~~target's~~most ~~existing~~attractive will ~~management~~be ~~through~~based ~~dilution~~on our analysis of ~~their~~a ~~ownership~~variety ~~position~~of ~~and~~factors, ~~compliance~~including ~~with various~~whether ~~federal~~such ~~and~~acquisition ~~state~~would ~~securities~~be ~~laws. As~~in ~~more~~the ~~fully~~best ~~described below~~interests ~~under~~of our securityholders, the ~~heading~~terms ~~“Form~~ of ~~acquisition;~~the ~~Opportunity~~transaction ~~for~~and ~~stockholder~~the ~~approval,”~~perceived quality of the ~~proposed structure~~business of athe Target Business, ~~Combination~~among ~~may~~other ~~not~~factors, ~~require~~some ~~that~~of wewhich are ~~seek~~described ~~stockholder approval~~below. ~~for~~We ~~the~~believe ~~transaction~~that ~~and~~the ~~holders~~owners of ~~our~~potential ~~common~~Target ~~stock~~Businesses may ~~not~~find ~~have~~an ~~the~~acquisition by us to be an easier and ~~opportunity~~less dilutive means to ~~vote~~achieve ~~upon~~liquidity athan ~~proposed~~an ~~Business~~initial ~~Combination~~public offering or other forms of financing transactions.

~~Search~~We anticipate that the selection of a Target ~~for~~Business will be complex and extremely risky and we may never consummate a Business Combination. Our current financial condition may negatively impact our ability to consummate a Business Combination or cause us to discontinue operations before we enter such a transaction. As of the date of this report, we are not generating any revenue and at December 31, 2010, we had $77 of cash, total liabilities of $40.908 and losses of $15,114. Over the next twelve months, we will incur costs and expenses in connection with the preparation and filing of reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur in connection with entering into a Business Combination. These costs are hard to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business, if ever. Our cash on hand will not be sufficient to cover our operating costs over the next twelve months. Though our stockholder has advised us of its present intention to fund our costs and expenses going forward through loans or further investment in the Company, there is no written agreement binding it to do so.

We ~~are currently~~cannot inassure ~~the~~you ~~process~~that ofwe ~~identifying~~will ~~and~~be ~~evaluating potential Target~~successful ~~Businesses. As described below~~ in ~~more~~our ~~detail,~~efforts weto ~~have~~consummate ~~virtually unrestricted flexibility in identifying and selecting prospective acquisition candidates. At such time as we affect~~ a Business Combination,. ~~if ever,~~We wewill ~~may~~not berealize ~~impacted~~any byrevenues ~~numerous~~or ~~risks~~generate ~~inherent~~any inincome ~~the~~unless ~~business~~ and ~~operations~~ ofuntil ~~the Target Business. The risks attendant to the Target~~we ~~Business~~successfully ~~may~~merge ~~include~~with ~~risks typical of a financially unstable company~~ or acquire an ~~entity~~ inoperating ~~its~~business ~~early~~that ~~stage~~is ofgenerating ~~development~~revenues orand ~~growth,~~otherwise ~~including~~is ~~entities~~operating ~~without established records of sales or earnings~~profitably. ~~Although our management~~ ~~will endeavor to evaluate the risks inherent in a particular target~~Moreover, we ~~cannot assure~~can ~~you~~offer no guarantee that wethe Company will ~~properly~~achieve ~~ascertain~~long-term or ~~assess~~immediate ~~all~~short-term ~~significant~~earnings ~~risk~~from any Business ~~factors~~Combination.

(1)

~~Sources of~~Affecting ~~Target~~a ~~Businesses.~~Business Combination

~~We intend to source our target opportunities from various internal and external sources~~General. Target candidates have been, and we anticipate will continue to be, brought to our attention from affiliated and unaffiliated sources. We believe that we will be able to identify target opportunities from internal sources primarily resulting from personal contacts and relationships that our officer and director and his affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other investors, as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In no event will any of our existing officer, director or stockholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a Business Combination.

~~Target~~ A Business ~~candidates~~Combination may beinvolve ~~brought~~the ~~to our attention by unaffiliated sources as a~~acquisition ~~result~~ of ~~being solicited by us through calls~~ or ~~mailings. These sources~~merger ~~may~~with ~~also~~a ~~introduce~~company usthat desires to ~~Target~~have ~~Business~~a ~~candidates~~class inof ~~which~~securities ~~they believe~~registered weunder ~~may~~the ~~have~~Exchange ~~an interest. In addition~~Act, wewhile ~~may~~avoiding ~~retain~~what ~~the~~its ~~services~~management ofmay ~~agents~~deem ~~or other representatives~~ to ~~identify~~be orthe ~~locate~~adverse ~~suitable targets~~consequences onof ~~our~~undertaking ~~behalf,~~a ~~though~~public weoffering ~~have~~itself. ~~not~~These ~~engaged~~include ~~any~~time ~~such persons~~delays, tosignificant ~~date. In~~expense, ~~the~~possible ~~event~~loss ~~that~~of wevoting ~~retain~~control by the ~~services~~target's ofexisting ~~professional~~management ~~firms or~~through ~~other~~dilution ~~individuals~~of ~~that~~their ~~specialize~~ownership inposition ~~business~~and ~~acquisitions, we may pay a~~compliance ~~finder’s~~with ~~fee,~~various ~~consulting~~federal ~~fee~~and orstate ~~other~~securities ~~compensation to be determined in an arm’s length negotiation~~laws. We ~~have~~As ~~not~~more ~~adopted~~fully ~~any~~described ~~policies~~below ~~with~~under ~~respect to utilizing~~ the ~~services~~heading “Form of ~~consultants~~acquisition; Opportunity orfor ~~advisors~~stockholder toapproval,” ~~assist~~the inproposed ~~the identification~~structure of a ~~Target~~ Business, ~~the~~Combination ~~criteria~~may tonot berequire ~~used~~that inwe ~~selecting such~~seek ~~consultants~~stockholder orapproval ~~advisors,~~for the ~~services~~transaction toand beholders ~~provided, the term~~ of ~~service,~~our ~~or regarding~~common ~~the~~stock ~~total amount of fees that~~ may benot ~~paid. However,~~have ~~because of~~the ~~our~~opportunity ~~limited cash resources, it is likely that any such fee we agree~~ to ~~pay would~~vote beupon ~~paid~~a inproposed ~~shares of our common stock~~Business Combination.

~~Selection criteria~~Search offor a Target Business.

~~Our~~We are currently in the process of identifying ~~management~~and ~~will~~evaluating ~~have~~potential ~~virtually~~Target ~~unrestricted~~Businesses. ~~flexibility~~As described below in more detail, our management has broad discretion with respect to identifying and selecting prospective acquisition candidates. At such time as we affect a ~~prospective~~Business Combination, if ever, we will be impacted by numerous risks inherent in the business and operations of the Target Business. We ~~have~~The ~~not~~risks ~~established~~attendant ~~any~~to the Target ~~specific~~Business ~~attributes~~may orinclude ~~criteria~~risks ~~(financial~~typical of a financially unstable company or ~~otherwise)~~an ~~for~~entity ~~prospective~~in ~~Target Businesses. In~~its ~~evaluating~~early astage ~~prospective~~of ~~Target~~development ~~Business~~or growth, including entities without established records of sales or earnings. Although our management will ~~consider,~~endeavor ~~among~~to ~~other~~evaluate ~~factors~~the risks inherent in a particular target, ~~the~~we ~~following:~~cannot assure you that we will properly ascertain or assess all significant risk factors.

·Sources ~~financial condition and results~~ of ~~operation;~~Target Businesses.

·We ~~growth~~intend ~~potential;~~to source our target opportunities from various internal and external sources. Target candidates have been, and we anticipate will continue to be, brought to our attention from affiliated and unaffiliated sources. We believe that we will be able to identify target opportunities from internal sources primarily resulting from personal contacts and relationships that management and their affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors, as a result of formal or informal inquiries or discussions they may have, as well as attending 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 Combination.

·Target ~~experience~~Business ~~and~~candidates ~~skill~~may be brought to our attention by unaffiliated sources as a result of ~~management~~being ~~and~~solicited ~~availability~~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. In addition, we may retain the services of ~~additional~~agents or ~~personnel;~~other representatives to identify or locate suitable targets on our behalf, though we have not engaged any such persons, to date. We have not adopted any policies 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 regarding the total amount of fees that may be paid. 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 ~~capital~~criteria ~~requirements;~~for a Target Business.

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

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

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

·Due ~~degree~~Diligence ~~of current or potential market acceptance of the products, processes or services;~~Investigation.

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

·It ~~regulatory~~is ~~environment~~unlikely that our management at the time of a Business Combination will continue in any material capacity with the ~~industry;~~Company ~~and~~after the consummation of a Business Combination, other than as a stockholder.

·Our ~~costs~~assessment ~~associated~~of ~~with~~a ~~affecting~~Target ~~the~~Business and its management may not be accurate. If we do not uncover all material information about a Target Business prior to a Business Combination, we may not make a fully informed investment decision and we may lose money on our investment.

~~These criteria~~The ~~are~~time ~~not~~and ~~intended~~costs torequired ~~be exhaustive or~~ to inselect ~~any~~and ~~way limit the board of~~evaluate ~~director’s unrestricted discretion to enter into~~ a ~~Business Combination with any~~ Target Business~~. Any~~ ~~evaluation~~and ~~relating~~ to ~~the~~structure ~~merits~~and ofcomplete ~~a particular~~the Business Combination ~~will be based~~, toif ~~the~~we ~~extent~~are ~~relevant,~~able onto ~~the above~~consummate ~~factors~~such ~~as well as other considerations deemed relevant by our management. In evaluating~~ a ~~prospective~~transaction ~~Target~~at ~~Business~~all, ~~we will~~ ~~conduct~~cannot aspresently ~~extensive~~be aascertained ~~due~~with ~~diligence~~any ~~review~~degree of ~~potential~~certainty. ~~targets~~Any ascosts ~~possible given~~we ~~the~~incur ~~lack of information that may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management~~ with respect to ~~such~~the ~~activities. We~~identification ~~expect~~and ~~that our due~~evaluation ~~diligence~~of ~~may~~a ~~include,~~prospective ~~among~~Target ~~other~~Business ~~things, meetings~~ with ~~the~~which ~~Target~~a Business~~’s incumbent~~ ~~management~~Combination ~~and~~is ~~inspection~~not ofultimately ~~its~~completed ~~facilities,~~may asresult ~~well~~in as a ~~review~~loss ~~of financial and other information that is made available~~ to us. ~~This due diligence review will be conducted by our management with the assistance of the Company's counsel and accountants, as necessary.~~

(2)

~~Our limited~~Lack ~~funds and the lack~~ of ~~full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a Target Business candidate before we consummate a Business Combination~~diversification. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or others associated with the business opportunity seeking our participation.

~~The~~We ~~time~~expect that we will be able to consummate ~~and~~a ~~costs~~Business ~~required~~Combination with only one candidate given that, among other considerations, we will not have the resources to ~~select~~diversify our ~~and~~operations. ~~evaluate~~Moreover, given that we likely will offer a controlling interest in our Company to a Target Business ~~and~~in order to achieve ~~structure~~a tax-free reorganization, as described below, the dilution of interest to present and prospective stockholders will render ~~complete~~more ~~the~~than one Business Combination ~~cannot~~unlikely. ~~presently~~Therefore, beat ~~ascertained~~least ~~with~~initially, ~~any degree~~the ofprospects ~~certainty. Any~~for ~~costs~~our ~~incurred~~success ~~with~~may ~~respect~~be toentirely ~~the~~dependent ~~identification~~upon ~~and~~the ~~evaluation~~future performance of a ~~prospective~~single ~~Target~~business ~~Business~~and ~~with~~we ~~which~~will anot benefit from the possible spreading of risks or offsetting of losses that Business ~~Combination~~Combinations iswith ~~not~~multiple ~~ultimately~~operating ~~completed~~entities ~~may~~would ~~result~~offer. inBy consummating a ~~loss~~Business toCombination with a single ~~us.~~entity, our lack of diversification may:

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

~~We expect~~· ~~that~~subject weus ~~will be able~~ to ~~consummate~~numerous ~~a Business Combination with only one candidate given that~~economic, ~~among~~competitive ~~other considerations, we will not have the resources to diversify our operations~~ and ~~the~~regulatory ~~dilution of interest to present and prospective stockholders~~developments, ~~which~~any isor ~~likely~~all ~~to occur as a result~~ of ~~our~~which ~~management's~~may ~~plan~~have ~~to offer~~ a ~~controlling~~substantial ~~interest~~adverse toimpact a Target Business in order to achieve a tax free reorganization, as described below, will render more than one Business Combination unlikely. Therefore, at least initially, the prospects for our success may be entirely dependent upon the ~~future~~particular ~~performance of~~industry ain ~~single~~which ~~business and~~ we ~~will~~may ~~not~~operate ~~benefit~~subsequent ~~from~~to ~~the possible spreading of risks or offsetting of losses. By consummating~~ a Business Combination ~~with a single entity, our lack of diversification may:~~.

·Form ~~subject us to numerous economic, competitive and regulatory developments, any or all~~ of ~~which~~acquisition; ~~may~~Opportunity ~~have~~for astockholder ~~substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Combination; and~~approval.

·Although ~~result~~we incannot ~~our~~predict ~~dependency~~the ~~upon~~terms of any Business Combination, we will seek to structure a Business Combination to qualify as a tax-free transaction under the ~~development~~Internal Revenue Code of 1986, as amended (the "Code"). Tax-free treatment of such a transaction can be accomplished, if structured correctly, through the acquisition of all of the outstanding shares of capital stock of a Target Business or ~~market~~by ~~acceptance~~way of a ~~single~~merger (either directly or ~~limited~~through ~~number~~a wholly owned subsidiary of ~~products~~our Company) with a Target Business. Depending on the circumstances of any acquisition, ~~processes~~however, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or ~~services~~state tax authorities will agree with our tax treatment of any transaction.

~~Limited~~If the transaction is structured as an acquisition, ~~ability~~we will acquire our participation in a Target Business through the acquisition of all of the outstanding shares of its capital stock in exchange for the issuance of our common stock or other securities to ~~evaluate~~the security holders of the Target Business and the Target Business would become our wholly owned subsidiary. If the transaction is structured as a statutory merger or consolidation, we would merge a Target Business with and into our Company or a wholly owned subsidiary of our Company.

~~Our~~Acquisition: ~~assessment~~Under Section 368(a)(1) of the Code, in order for a stock ~~Target~~exchange ~~Business~~transaction to qualify as a "tax free" reorganization, the holders of the stock of the target must receive ~~will~~a benumber ~~based~~of ~~upon~~shares ~~discussions~~of ~~with~~our ~~management~~capital stock equal to 80% or more of the ~~Target~~voting ~~Business~~stock ~~and~~of our Company. If a transaction were structured ~~review~~to take advantage of ~~due~~these ~~diligence~~provisions ~~material~~rather ~~relating~~than toother "tax free" provisions provided under the ~~Target~~Code, our existing stockholders would, in such circumstances, retain 20% or less of the total issued and outstanding shares after the transaction. Depending upon the relative negotiating strength of the parties, our stockholders at the time of the Business ~~made~~Combination ~~available~~may retain substantially toless usthan ~~during~~20% of the ~~evaluation~~total ~~period~~issued and outstanding shares of our Company, which is likely in our case. ~~Any~~ This would result in substantial additional dilution to the equity of those persons who were stockholders of our Company prior to such ~~assessment~~Business Combination. As part of such a transaction, all or a majority of our Company's then management at the time may resign and new directors may be appointed without any vote by stockholders. If the Business Combination is structured as an acquisition of a Target Business's stock, our Company will not require the vote or approval of stockholders and the transaction may be accomplished in the sole determination ~~accurate~~of management.

~~Although we~~Merger: In ~~intend~~a tomerger ~~scrutinize~~transaction, ~~the~~we ~~management~~would ofmerge a ~~prospective~~ Target Business ~~when~~ ~~evaluating~~with ~~the~~and ~~desirability~~into ofour ~~affecting~~Company or a ~~Business~~wholly-owned ~~Combination~~subsidiary. Simultaneous with the merger, we ~~cannot assure~~may ~~you~~affect ~~that~~a ~~our~~recapitalization ~~assessment~~in oforder to ~~the~~achieve ~~Target~~a ~~Business’s~~manageable ~~management~~float ~~will~~of ~~prove accurate~~our outstanding capital stock. In ~~addition~~However, wea ~~cannot~~proposed ~~assure~~merger ~~you~~transaction ~~that~~would ~~future~~require ~~management~~the approval ~~will~~of ~~have~~the holders of a majority of the ~~necessary~~outstanding ~~skills,~~shares ~~qualifications~~of orour ~~abilities~~common tostock ~~manage~~and may necessitate calling a ~~public~~stockholders' meeting ~~company. Furthermore,~~to ~~the~~obtain ~~future~~such ~~role~~approval ofand ~~our~~filings ~~management~~with in the ~~Target Business~~SEC ~~following~~and astate ~~Business~~agencies. ~~Combination~~The ~~cannot~~necessity ~~presently~~to beobtain ~~stated~~stockholder ~~with~~approval ~~any~~may result in ~~certainty,~~delay ~~though~~and itadditional isexpense ~~unlikely~~in ~~that~~the ~~our~~consummation ~~current~~of ~~management~~any proposed transaction and will ~~continue~~also give rise to becertain rights to dissenting ~~associated~~stockholders ~~with~~who acould ~~Target~~require ~~Business~~that ~~with~~the ~~which~~Company wepurchase ~~consummate~~their shares at a ~~Business Combination,~~price ~~other~~equal ~~than~~to asthe ~~stockholders~~fair market value in cash.

~~Given~~In ~~our current~~light ~~resources,~~of wethe ~~will likely enter into a Business Combination with a privately-held company. Generally~~above, ~~very~~management ~~little~~likely ~~public information exists about these companies and we~~ will ~~be required to rely on the ability of~~ ~~our~~seek ~~management~~ to ~~obtain~~structure ~~adequate information to evaluate the potential returns from entering into~~ a Business Combination ~~with~~so ~~such~~as ~~a company. If we do~~ not ~~uncover all material information about a Target Business prior~~ to ~~a Business~~require ~~Combination,~~stockholder ~~we may not make a fully informed investment decision and we may lose money on our investments~~approval.

3In view of our status as a “shell” company, any acquisition of the stock of or the merger with an operating company would be deemed to be a “reverse acquisition” or “reverse merger,” respectively, for accounting purposes.

~~Form~~We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of ~~acquisition;~~relevant ~~Opportunity~~agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for ~~stockholder~~accountants, ~~approval~~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 Combination, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

~~The~~In the case of either an acquisition or merger, ~~manner~~our instockholders ~~which~~prior weto ~~participate~~the inconsummation of a Business Combination likely will ~~depend~~not ~~upon,~~have ~~among other~~control ~~things,~~of ~~the~~a ~~nature~~majority of the ~~opportunity~~voting ~~and~~shares of the ~~respective~~Company ~~requirements~~following ~~and desires~~a ofBusiness ~~management~~Combination. ofAs ~~our~~part ~~Company and~~ of ~~the~~such ~~Target~~a ~~Business. In addition~~transaction, ~~the~~all ~~structure~~or a majority of ~~any~~the ~~Business~~Company's ~~Combination~~then ~~will~~directors may beresign ~~dispositive~~and asnew ~~to whether~~directors ~~stockholder~~may ~~approval~~be ofappointed ~~the~~without ~~Business~~any ~~Combination~~vote ~~is required~~by stockholders.

Although the terms of any Business Combination cannot be predicted, it is likely that we will seek to structure a Business Combination to qualify as a tax-free transaction under the Internal Revenue Code of 1986, as amended (~~the "Code"~~3). Tax free treatment of such a transaction can be accomplished, if structured correctly, either through the acquisition of all of the outstanding shares of capital stock of a Target Business or through a merger (either directly or through a wholly owned subsidiary of our Company) with a Target Business. Depending on the circumstances of any acquisition, however, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.

If the transaction is structured as an acquisition, we will acquire our participation in a Target Business through the acquisition of all of the outstanding shares of its capital stock in exchange for the issuance of our common stock or other securities to the security holders of the Target Business. If the transaction is structured as a statutory merger or consolidation, we would merge a Target Business with and into our Company or a wholly owned subsidiary of our Company.Competition

~~Acquisition: Under Section~~Our ~~368(~~ability to consummate a~~)(1)~~ ofBusiness ~~the~~Combination will ~~Code,~~be inconstrained ~~order~~by ~~for~~our alack ~~stock~~of ~~exchange~~financial ~~transaction~~resources to ~~qualify~~ asprovide ato ~~"tax~~the ~~free"~~Target ~~reorganization,~~Business. ~~the~~We ~~holders~~expect ofthat in the ~~stock~~course of ~~the target~~identifying, ~~must~~evaluating ~~receive~~and selecting a ~~number~~Target ofBusiness, ~~shares~~we ofmay ~~our~~encounter ~~capital~~intense ~~stock~~competition ~~equal~~from toother ~~80%~~entities orhaving ~~more~~a ofbusiness ~~the~~objective ~~voting~~similar ~~stock~~to ~~of our Company~~ours. If aThese ~~transaction~~include ~~were~~blank ~~structured~~check tocompanies ~~take advantage~~that ofhave ~~these~~raised ~~provisions~~significant ~~rather~~capital ~~than~~through ~~other~~sales ~~"tax~~of ~~free"~~securities ~~provisions provided~~registered under ~~the~~federal ~~Code,~~securities ~~our~~laws ~~existing~~that ~~stockholders~~have ~~would,~~a inbusiness ~~such~~plan ~~circumstances,~~similar ~~retain 20%~~to orours ~~less~~and, ofconsequently, ~~the~~possess ~~total~~a ~~issued~~significant ~~and~~competitive ~~outstanding~~advantage over ~~shares~~our ofCompany ~~the~~both ~~surviving entity. Depending~~from ~~upon~~a ~~the~~financial ~~relative~~and ~~negotiating~~personnel ~~strength~~perspective. ~~of the parties~~Additionally, ~~our~~we ~~stockholders~~may atbe ~~the~~subject ~~time~~to ofcompetition ~~the~~from ~~Business~~other ~~Combination may retain~~entities ~~substantially~~having ~~less~~a ~~than~~business ~~20%~~objective ofsimilar ~~the~~to ~~total~~ours, ~~issued~~including ~~and~~venture ~~outstanding~~capital ~~shares of our Company~~firms, ~~which~~leveraged isbuyout ~~likely~~firms inand ~~our~~operating ~~case. This~~businesses ~~would result in~~looking ~~substantial~~to ~~additional~~expand ~~dilution~~their tooperations ~~the~~through ~~equity~~acquisitions. Many of ~~those~~these ~~persons~~entities ~~who~~are ~~were stockholders~~well ofestablished, ~~our~~possess ~~Company~~significant ~~prior~~capital, tomay be ~~such~~able ~~Business~~to ~~Combination. As part~~offer ofsecurities ~~such~~for which a ~~transaction,~~trading ~~all~~market orexists aand ~~majority~~have ofextensive ~~the~~experience ~~Company's~~identifying ~~then~~and ~~management~~affecting business atcombinations ~~the~~directly ~~time~~or ~~may~~through ~~resign~~affiliates. ~~and~~Moreover, ~~new~~nearly ~~directors~~all ~~may~~of bethese ~~appointed~~competitors ~~without~~possess ~~any~~greater ~~vote~~technical, ~~by stockholders. If~~human ~~the~~and ~~Business~~other resources ~~Combination~~than isus. ~~structured~~In asaddition, ~~an acquisition~~we ofwill aexperience ~~Target~~competition ~~Business's~~from ~~stock,~~other ~~our~~modestly ~~Company~~capitalized ~~will~~shell ~~not~~companies ~~require~~that ~~the~~are ~~vote~~seeking orto ~~approval~~enter ofinto ~~stockholders~~business ~~and~~combinations ~~the~~with ~~transaction~~targets ~~may~~similar beto ~~accomplished~~those inwe ~~the~~expect ~~sole determination~~to ~~of management~~pursue.

~~Merger: In a~~While ~~merger transaction,~~ we ~~would~~believe ~~merge~~there amay ~~Target~~be ~~Business~~numerous ~~with and into our Company~~potential ortarget acandidates ~~direct wholly-owned subsidiary. Simultaneous~~ with ~~the~~which ~~merger,~~ we ~~may~~ could affect a ~~recapitalization~~Business inCombination, ~~order~~our ability to ~~achieve~~compete ain ~~manageable~~affecting ~~float of our outstanding capital stock. However,~~ a ~~proposed~~Business ~~merger transaction~~Combination ~~would~~with ~~require~~prime ~~the~~candidates ~~approval~~will ofbe ~~the~~limited ~~holders~~by ofour alack ~~majority~~ of ~~the~~financial ~~outstanding shares of our common stock and it may necessitate calling a stockholders' meeting to obtain such approval and filings with the SEC and state agencies~~resources. ~~The~~ ~~necessity~~This toinherent ~~obtain~~competitive ~~stockholder~~limitation ~~approval~~gives ~~may~~others ~~result in~~an ~~delay~~advantage ~~and additional expense~~ in pursuing the ~~consummation~~acquisition of ~~any proposed transaction and will also give rise to certain rights to dissenting stockholders who could require that~~ the ~~Company~~most ~~purchase~~attractive ~~their~~Target ~~shares at a price equal to the fair market value in cash~~Businesses.

InIf ~~light~~we succeed in affecting a Business Combination, there will be, in all likelihood, intense competition from competitors of the ~~above,~~Target ~~management~~Business. ~~likely~~We ~~will~~cannot ~~seek~~apprise toyou ~~structure~~of any of these risks nor can we assure you that, subsequent to a Business Combination, ~~so as~~we ~~not~~will tohave ~~require~~the ~~stockholder~~resources ~~approval~~or ability to compete effectively.

~~In view of our status as a "shell" company, any acquisition of the stock of or the merger with an operating company would be deemed to be a "reverse acquisition" or "reverse merger."~~Employees

WeEffective April 1, 2011, our current president ~~anticipate~~will ~~that~~resign ~~the~~in ~~investigation~~favor of ~~specific~~our ~~business~~new ~~opportunities~~president. ~~and~~We ~~the negotiation,~~expect ~~drafting~~that ~~and~~we ~~execution~~will offunction ~~relevant~~with ~~agreements,~~only ~~disclosure~~one ~~documents~~executive officer. Our new president has other business interests and ~~other~~is ~~instruments~~not ~~will~~obligated ~~require~~to ~~significant~~devote ~~management~~any ~~time~~specific ~~and~~number ~~attention~~of ~~and~~hours to our matters. He intends to devote only ~~substantial~~as ~~cost~~much ~~for~~time ~~accountants,~~as ~~attorneys~~he ~~and~~deems ~~others~~necessary to our affairs. If aThe ~~decision is~~amount ~~made~~of ~~not~~time management will devote to ~~participate~~our affairs in any time period will vary based on whether a ~~specific~~Target ~~business~~Business ~~opportunity,~~has been selected for the ~~costs incurred~~Business inCombination and the ~~related~~stage ~~investigation~~of ~~would~~the ~~not~~Business beCombination ~~recoverable~~process the Company is in. ~~Furthermore~~ Accordingly, ~~even~~as ifmanagement anidentifies ~~agreement~~suitable isTarget ~~reached~~Businesses, ~~for~~we aexpect that our management will spend more time investigating such Target Business ~~Combination,~~and ~~the~~will ~~failure~~devote toadditional ~~consummate~~time ~~that~~and ~~transaction~~effort ~~may~~negotiating ~~result~~and in processing the ~~loss~~Business Combination as developments warrant. We do not intend to ~~the~~have ~~Company~~any offull time employees prior to the ~~related~~consummation ~~costs~~of ~~incurred~~a Business Combination.

4Our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions applicable to such activities. To the extent that our management engages in such other activities, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to another company, or to entities or persons with which our management is or may be associated or have an interest, rather than diverting such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our management 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 be resolved in our favor. As of the date hereof, our management is not involved with any other company having a business purpose similar to ours.

~~Competition~~Item 1A. Risk Factors.

~~Our ability~~An toinvestment ~~consummate~~in aour ~~Business~~securities ~~Combination~~involves ~~will~~a behigh degree ~~constrained by our lack~~ of ~~financial~~ ~~resources~~risk. toYou ~~provide~~should toconsider ~~the~~carefully ~~Target~~all ~~Business. We~~of ~~expect that in~~ the ~~course~~risks ofdescribed ~~identifying~~below, ~~evaluating~~together ~~and~~with ~~selecting~~the ~~a Target Business, we may encounter intense competition from~~ other ~~entities~~information ~~having~~contained ~~a business objective~~in ~~similar~~this toAnnual ~~ours. These~~Report ~~include~~on ~~blank~~Form ~~check~~10-K, ~~companies~~including ~~that~~the ~~have~~financial ~~raised significant capital through sales of securities registered under federal securities laws~~statements, ~~that~~before ~~have~~making a ~~business~~decision ~~plan similar~~ to ~~ours~~invest ~~and~~in ~~consequently possess a significant competitive advantage over~~ our ~~Company both from a financial and personnel perspective~~securities. ~~Additionally,~~ weIf ~~may be subject~~any toof ~~competition~~the ~~from~~following ~~other~~risks ~~entities~~occur, ~~having~~our a business ~~objective similar to ours~~, ~~including~~ ~~venture~~financial ~~capital~~condition ~~firms, leveraged buyout firms~~ and ~~operating~~results ~~businesses looking~~of ~~to expand their~~ operations ~~through acquisitions. Many of these entities are well established, possess significant capital,~~ may be ~~able~~materially ~~to offer~~adversely ~~securities for which a trading market exists and have extensive experience identifying and affecting business combinations directly or through affiliates~~affected. Moreover, nearly all of these competitors possess greater technical, human and other resources than us. In addition, we will experience competition from other modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to those we expect to pursue.

~~While~~The ~~we believe~~absence ~~there~~of ~~may~~operations beand ~~numerous~~revenues ~~potential~~raises ~~target candidates with which we could~~substantial ~~affect~~doubt aabout ~~Business Combination,~~ our ability to ~~compete~~continue inas ~~affecting~~ a ~~Business Combination~~going ~~with prime candidates will be limited by our lack of financial resources~~concern. ~~This inherent competitive limitation gives others an advantage in pursuing the acquisition of the most attractive Target Businesses.~~

IfThe wereport of our independent auditor and Note ~~succeed~~B to the financial statements included in ~~affecting~~this aForm ~~Business~~10-K ~~Combination~~indicate that the Company is in the development stage, ~~there~~has ~~will~~suffered belosses from operations, inhas ~~all~~a ~~likelihood~~net capital deficiency and has yet to generate cash flow, and that these factors raise substantial doubt ~~intense~~about ~~competition~~the ~~from~~Company’s ~~competitors~~ability ofto continue as a going concern. In addition, we have no significant assets or financial resources. We will continue to sustain operating expenses without corresponding revenues, at least until the consummation of a Business Combination. This will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business. WeOur ~~cannot~~operating ~~apprise~~and financial condition renders it unlikely that we would be able to obtain third-party financing ~~you~~to ofsustain ~~any~~operations, ofif ~~these~~necessary. ~~risks~~In ~~nor~~light ~~can~~of our limited resources, we cannot assure you that, ~~subsequent~~we will be able to acontinue ~~Business Combination~~operations, that we will ~~have~~be ~~the~~able ~~resources~~to identify a suitable Target Business or ~~ability~~that towe ~~compete effectively~~will consummate a Business Combination.

~~Employees~~(4)

We ~~have one~~are ~~executive officer who has other business interests and is~~ not ~~obligated~~generating ~~to devote~~ any specific number of hours to our matters. He intends to devote only as much time as he deems necessary to our affairs. The amount of time management will devote to our affairs in any time period will vary based on whether a Target Business has been selected for the Business Combination and the stage of the Business Combination process the Company is in. Accordinglyrevenue, ashave ~~management~~limited ~~identifies~~capital ~~suitable Target Businesses,~~resources ~~we expect that our management will spend more time investigating such Target Business~~ and will ~~devote~~incur ~~additional~~significant ~~time~~costs ~~and~~over ~~effort negotiating and processing~~ the ~~Business~~next ~~Combination~~twelve ~~as developments warrant~~months. We doare ~~not~~dependent ~~intend~~entirely ~~to have~~upon ~~any~~our ~~full~~stockholders ~~time employees prior~~ to ~~the~~fund ~~consummation~~our ~~of a Business Combination~~operations.

~~Our management~~We ~~may~~are ~~engage~~not ingenerating ~~other~~any ~~business~~revenues ~~activities similar~~ and ~~dissimilar to~~possess ~~those~~limited wecapital ~~are~~to ~~engaged~~fund inour ~~without~~operations, ~~any~~including ~~limitations~~for ~~or restrictions applicable to~~ such ~~activities. To~~purposes ~~the~~as ~~extent~~preparing ~~that~~and ~~our~~filing ~~management~~periodic ~~engages~~reports inunder ~~such other~~the ~~activities~~Exchange Act, ~~there~~identifying ~~will~~a beTarget ~~possible~~Business ~~conflicts~~and ofnegotiating ~~interest~~a inBusiness ~~diverting opportunities~~Combination. ~~which~~We ~~would~~are bedependent ~~appropriate~~entirely ~~for~~on our ~~Company~~stockholder to ~~another~~provide funds ~~company,~~for ~~or to~~the ~~entities~~foregoing orrequirements ~~persons~~and ~~with~~for ~~which~~any ~~our~~other ~~management~~corporate ispurposes orthat may bearise ~~associated~~in orthe ~~have an~~future. ~~interest,~~Though ~~rather~~our ~~than~~stockholder has ~~diverting~~advised ~~such~~us ~~opportunities~~of its intention to ~~us. Since~~fund ~~we have~~our ~~not~~operations, ~~established~~there ~~any~~is ~~policy~~no ~~for~~written ~~the~~agreement ~~resolution~~binding ofit ~~such~~to ado ~~conflict,~~so. weOur ~~could~~operating and financial becondition ~~adversely~~renders ~~affected~~it ~~should~~unlikely ~~our~~that ~~officer/director~~we ~~choose~~would tobe ~~place~~able ~~his~~to ~~other business~~obtain ~~interests~~third-party ~~before~~financing ~~ours. We~~to ~~cannot~~sustain ~~assure~~operations, ~~you~~if ~~that~~necessary. ~~such~~In the ~~potential~~even ~~conflicts~~that ofour ~~interest~~stockholder ~~will~~does not ~~result~~fund inour ~~the~~capital ~~loss~~requirements, ofwe ~~potential opportunities~~may ornot ~~that~~be ~~any~~able ~~conflict~~to ~~will~~continue beoperations ~~resolved~~and instockholders ~~our favor. As~~could oflose the ~~date~~entire ~~hereof,~~amount ~~our~~of ~~sole~~their ~~officer~~investment ~~and~~in ~~director~~our isCompany. ~~not~~Without ~~involved~~further ~~with~~capital ~~any~~infusion ~~other company~~from ~~having~~our astockholder ~~business~~we ~~purpose~~expect ~~similar~~that we towill ~~ours~~exhaust ~~and~~our ~~has~~cash noresources ~~present~~by ~~intention of~~the ~~becoming~~end ~~involved~~of ~~with~~April ~~any other shell company~~2011.

~~Our officer~~We ~~and director~~ may ~~actively~~have ~~negotiate~~insufficient ~~for~~resources ~~or otherwise consent~~ to ~~the disposition~~cover ofour ~~all or any portion of the shares of common stock he owns, as a~~operating ~~condition~~expenses ~~to,~~and ~~or in connection, with a Business Combination. Therefore, it is possible that~~ the ~~terms~~costs ofand ~~any~~expenses ~~Business Combination will provide for the sale~~ of ~~all~~consummating or a ~~portion~~Business ~~of his shares of common stock which would raise issues relating to a possible conflict of interest with our other security holders~~Combination.

5At December 31, 2010, we had $77 of cash in our treasury and no other assets of any kind. We do not expect that the funds currently in our treasury will be sufficient to cover our operating costs and expenses, including those we will incur in connection with satisfying our reporting obligations under the Exchange Act and consummating a Business Combination. If our financial resources are inadequate to cover our costs and expenses, we will require additional financing and we cannot be certain that such financing will be available to us on acceptable terms, if at all. Our failure to secure funds necessary to cover our costs and expenses would have an adverse affect on our operations and ability to achieve our objective and may require us to discontinue operations.

~~Item~~Failure to achieve and maintain internal controls is accordance ~~1A.~~with Sections ~~Risk~~302 ~~Factors~~and 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse affect on our business.

AnEffective internal controls are necessary for ~~investment~~us into ~~our~~provide ~~securities~~reliable ~~involves~~financial areports ~~high~~and ~~degree~~effectively ofprevent ~~risk~~fraud. We ~~You~~are ~~should~~required ~~consider~~to document and test our internal ~~carefully~~control ~~all~~procedures ofin order to satisfy the ~~risks~~requirements ~~described~~of ~~below~~Section 404 of the Sarbanes-Oxley Act, ~~together~~which ~~with~~requires annual management assessments of the ~~other~~effectiveness ~~information contained~~of inour ~~this~~internal ~~Annual~~controls ~~Report~~over onfinancial ~~Form~~reporting. During ~~10-K~~the ~~before~~course ~~making~~of aour ~~decision~~assessment, we may identify deficiencies which we may not be able to ~~invest~~ remediate in ~~our~~time ~~securities. If~~for ~~any~~compliance ofwith the ~~following~~requirements ~~risks~~of ~~occur~~Section 404. In addition, ~~our~~if ~~business, financial~~we ~~condition~~fail ~~and~~to ~~results~~maintain the adequacy of ~~operations~~our internal controls, we may not be ~~materially~~able ~~adversely~~to ensure that we can conclude on ~~affected~~an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.

~~The~~During March 2011, we identified deficiencies ~~absence~~in respect of ~~operations~~our internal controls over financial reporting, specifically our controls over the accounting for loans and ~~revenues~~expenses, that ~~raises~~constitute ~~substantial~~material ~~doubt~~“weaknesses” ~~about~~as defined in Section 210.1-02(4) of Regulation S-X promulgated by the SEC. As a result of these weaknesses, the financial statements included in our ~~ability~~Annual toReport on Form 10-K for the year ended December 31, ~~continue~~2009, as filed with the SEC on March 31, 2010, included errors related to amounts borrowed by the Company and interest accrued thereon, and accounts payable, which affected a ~~going~~number ~~concern~~of line items in our audited balance sheet as of December 31, 2009 and our audited statement of operations for the year then ended.

~~The report~~We ofare ~~our~~in ~~independent~~the ~~auditor~~process ~~and~~of ~~Note~~exploring ~~A to~~ the ~~financial statements~~options ~~included~~available into ~~this~~us ~~Form~~to ~~10-K~~remediate ~~indicate that~~ the ~~Company~~material isweaknesses in ~~the~~our ~~development stage,~~internal ~~has~~control ~~suffered~~over ~~losses~~financial ~~from~~reporting. ~~operations,~~The ~~has~~measures awe ~~net capital deficiency and has~~implement ~~yet~~will tonecessarily ~~generate~~reflect ~~cash~~our ~~flow,~~resource ~~and~~constraints. ~~that~~We ~~these~~are ~~factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~development ~~concern. In~~stage ~~addition~~company, we have noyet ~~significant assets or financial resources. We will continue~~ to ~~sustain~~generate ~~operating~~revenue ~~expenses~~from ~~without corresponding revenues, at least until the~~operations ~~consummation~~and ofpossess alimited ~~Business~~financial ~~Combination~~resources. ~~This~~ ~~will result in continued net operating losses that will increase until we can consummate a Business Combination with a profitable Target Business.~~ Our ~~operating~~limited ~~and~~ financial ~~condition~~resources ~~renders~~will itconstrain ~~unlikely~~our ~~that~~ability ~~we would be able~~ to ~~obtain third-party~~implement ~~financing~~and tosupport ~~sustain operations, if necessary. In~~the ~~light~~entire range of ~~our~~corrective ~~limited~~measures ~~resources,~~ we ~~cannot~~may ~~assure~~ultimately ~~you~~elect ~~that we will be able~~ to ~~continue~~ ~~operations, that we will be able to identify a suitable Target Business or that we will consummate a Business Combination~~deploy.

WeGiven our resource constraints, we may not be ~~are~~able ~~dependent~~to ~~entirely~~remediate ~~upon~~the material weaknesses in our ~~stockholders~~internal control over financial reporting. Accordingly, there will continue to be ~~fund~~an increased risk that we will be unable to timely file future periodic reports with the SEC and that our future financial statements ~~operations~~could contain errors that will be undetected. We ~~may~~If ~~have~~we ~~insufficient~~fail ~~resources~~to maintain adequate internal controls or fail to ~~cover~~implement ~~our~~required ~~operating~~new ~~expenses~~or ~~and~~improved ~~the~~controls, ~~costs~~we ~~and~~may ~~expenses~~not ofbe ~~consummating~~able ato ~~Business~~conclude on an ongoing basis that we have effective internal controls over financial ~~Combination~~reporting. If we cannot produce reliable financial reports or prevent fraud, our business could be harmed.

WeFor ~~are~~more ~~not~~information ~~generating~~relating ~~any revenues and possess limited capital~~ to ~~fund~~ our ~~operations,~~internal ~~including~~control ~~for~~over ~~such purposes as~~financial ~~preparing~~reporting and ~~filing~~disclosure ~~periodic~~controls ~~reports~~and ~~under the Exchange Act~~procedures, ~~identifying a Target Business~~ and ~~negotiating a Business Combination. We are dependent entirely on our stockholders to provide funds for~~ the ~~foregoing requirements~~remediation ~~and~~plan ~~for~~undertaken ~~any~~by ~~other corporate purposes that may arise in the future. Though our stockholders have advised~~ us ~~of their intention to fund our operations~~, ~~there~~see isPart noII—Item ~~written agreement binding them to do so. Our operating and financial condition renders it unlikely that we would be able to obtain third-party financing to sustain operations~~9A, if“Controls ~~necessary. In the even that our stockholders do not fund our capital requirements, we may not be able to continue operations~~ and ~~stockholders could~~Procedures” ~~lose the entire amount~~ of ~~their~~this ~~investment~~2010 inForm ~~our Company~~10-K.

~~Our sole~~We ~~officer~~are ~~and~~a ~~director~~development ~~has~~stage ~~never~~company ~~been~~with ano ~~principal~~operating ofhistory and, ~~nor~~accordingly, ~~has~~there heis ~~ever~~no ~~been affiliated~~basis ~~with,~~upon awhich ~~company~~to ~~formed~~evaluate ~~with~~our aability to achieve our business ~~purpose~~objective. ~~similar~~We tocan offer no assurance ~~ours~~that we ever will consummate a Business Combination.

~~Our~~We ~~sole officer~~are a development stage company and ~~director~~have not ~~has~~engaged ~~never~~in ~~served~~any asrevenue angenerating ~~officer~~activities orto ~~director~~date. ofSince awe ~~development~~do not have any operating history, you have no basis upon which ~~stage~~to ~~public~~evaluate ~~company~~our ~~with~~ability ~~the~~to achieve our business ~~purpose~~objective. We are currently in the process of ~~acquiring~~evaluating aand ~~Target~~identifying targets for a Business Combination. ~~Furthermore,~~ ~~our~~We ~~sole~~are ~~officer~~not presently engaged in, and ~~director~~will ~~has~~not ~~never~~engage ~~been~~in, any substantive commercial business or generate ~~involved~~any ~~with~~revenue auntil ~~public~~we ~~shell~~consummate ~~company~~such ofa ~~any~~transaction, ~~sort~~if ever. ~~Accordingly,~~ We cannot assure you as to when or if a Business Combination will ~~may~~occur. ~~not~~Moreover, bewe ~~able~~can tooffer ~~adequately~~no ~~evaluate~~guarantee ~~his~~that ~~ability~~the toCompany ~~consummate~~will ~~successfully~~achieve ~~a Business~~long-term or immediate short-term earnings from any Business Combination.

~~Our officer~~None ~~and~~of ~~director~~the ~~will~~members ~~apportion~~of ~~his~~our ~~time~~management tohas ~~other~~ever ~~businesses~~been ~~which~~a ~~may cause~~principal ~~conflicts~~ of, ~~interest~~nor inhas ~~his~~been ~~determination~~affiliated aswith, toa ~~how~~company ~~much~~formed ~~time~~with ~~to devote to our affairs. This conflict of interest could have~~ a ~~negative~~business ~~impact~~purpose ~~on our~~similar ~~ability~~ to ~~consummate a Business Combination~~ours.

~~Our~~None ~~sole~~of the members of our management has ever served as an officer ~~and~~or director ~~engages~~of ina ~~other~~development ~~businesses~~stage ~~and~~public iscompany ~~not~~with ~~required~~the tobusiness ~~devote his~~purpose ~~full~~of ~~time~~acquiring ora ~~any~~Target ~~specific~~Business. Furthermore, ~~number~~none of ~~hours~~the tomembers of our ~~affairs,~~management ~~which~~has ~~could~~ever ~~create~~ been involved with a ~~conflict~~public shell company of ~~interest~~any ~~when~~sort. ~~allocating~~Accordingly, you ~~his~~may ~~time~~not ~~between~~be ~~our~~able ~~operations~~to ~~and~~adequately ~~his other~~evaluate ~~commitments. We~~management’s doability ~~not~~to ~~have~~consummate ~~and~~successfully doa ~~not~~Business ~~expect~~Combination. toMoreover, our management does not have ~~any~~experience ~~full time~~evaluating ~~employees~~or ~~prior~~conducting due diligence with respect to ~~the~~companies ~~consummation~~in ofconnection with a Business Combination~~. If~~ ~~our officer’s~~ and ~~director’s~~may ~~other~~not ~~business~~uncover ~~affairs require~~all ~~him~~material toinformation ~~devote~~about ~~more~~a ~~substantial~~Target ~~amounts~~Business ofprior ~~time~~ to ~~such~~a ~~affairs,~~Business itCombination ~~could~~nor accurately ~~limit~~assess ~~his~~a ~~ability~~Target toCompany's ~~devote~~business ~~time~~or management. Management's failure to ~~our~~conduct ~~affairs~~complete and ~~could~~accurate ~~have~~due adiligence ~~negative~~or ~~impact~~accurately onassess ~~our~~the ~~ability~~future tostrength ~~consummate~~of a Target Business ~~Combination. We~~could ~~cannot~~have ~~assure you~~a ~~that~~significant ~~these~~negative ~~conflicts~~impact ~~will~~on beour ~~resolved~~operations inand could cause our stockholders ~~favor~~to lose their entire investment.

6(5)

~~Our sole~~We ~~officer~~do ~~and~~not ~~director~~have ~~may~~a inspecific ~~the~~plan ~~future~~for ~~become~~identifying ~~affiliated~~Target ~~with entities~~Businesses ~~engaged~~and inwe ~~business~~cannot ~~activities~~estimate ~~similar~~or topredict ~~those~~when ~~conducted~~or byif uswe ~~and, accordingly,~~ever ~~may~~will ~~have~~affect ~~conflicts of interest in determining to which entity~~ a ~~particular~~ ~~business~~Business ~~opportunity should be presented~~Combination.`

Our ~~sole officer~~management ~~and~~does ~~director~~not ~~may~~have inany ~~the~~specific ~~future become affiliated with entities,~~plan ~~including~~or ~~other~~process ~~shell~~for ~~companies,~~identifying ~~engaged~~a inTarget ~~business~~Business ~~activities~~or ~~similar~~effectuating toa ~~those intended~~Business toCombination. beThe ~~conducted~~business byof ~~us,~~the ~~though~~Company heis ~~has no present intention of becoming~~predicated ~~affiliated~~upon ~~with~~relationships ~~any~~built ~~such~~by ~~entities.~~management ~~Additionally,~~and ~~our~~the ~~sole~~ongoing ~~officer~~effort ~~and~~to ~~director may~~develop ~~become~~new ~~aware~~contacts ofthrough ~~business opportunities~~ which ~~may~~management beis ~~appropriate~~introduced ~~for~~to ~~presentation~~potential toTarget usBusinesses. asMoreover, ~~well~~given as the ~~other~~wide ~~entities~~ranging tovariables ~~which~~inherent hein ~~may~~its ~~owe fiduciary duties. Accordingly~~business, hemanagement ~~may~~cannot ~~have~~predict ~~conflicts~~the amount of ~~interest~~time inrequired ~~determining~~ to ~~which entity~~effectuate a ~~particular~~Business ~~business~~Combination ~~opportunity~~nor ~~should~~the beamount ~~presented. We cannot~~of ~~assure~~funds ~~you~~required ~~that these conflicts will be resolved in our favor~~therefor. AsIn ~~a result,~~light aof ~~potential~~these ~~Target Business may be presented to another entity prior to~~factors, ~~its~~we ~~presentation~~cannot toassure usinvestors ~~and~~that we ~~may~~ever ~~not~~will beconsummate ~~able to pursue~~ a ~~potential transaction~~Business Combination.

~~We are~~Our amanagement ~~development~~will ~~stage~~apportion ~~company~~time ~~with~~to noother ~~operating~~businesses ~~history~~which may ~~and,~~cause ~~accordingly, there~~conflicts isof nointerest ~~basis~~in ~~upon~~determination ~~which~~as to ~~evaluate~~how ~~our~~much ~~ability~~time to ~~achieve~~devote to our ~~business~~affairs. These conflicts of interest could ~~objective~~have a negative impact on our ability to consummate a Business Combination.

WeMember ~~are~~of ~~a development~~our ~~stage~~management ~~company~~engage in other businesses and ~~have~~are not ~~engaged~~required into ~~any~~devote ~~revenue~~their ~~generating activities~~full totime ~~date. Since~~or weany dospecific ~~not~~number ~~have~~of ~~any~~hours ~~operating~~to ~~history~~our affairs, ~~you will~~which ~~have~~could nocreate ~~basis~~a ~~upon~~conflict ~~which~~of interest towhen ~~evaluate~~allocating his time between our ~~ability~~operations toand ~~achieve~~their ~~our~~other ~~business objective~~commitments. We ~~are~~do ~~currently~~not inhave ~~the~~and ~~process~~do ofnot ~~evaluating~~expect ~~and~~to have ~~identifying~~any ~~targets~~full ~~for~~time employees prior to the consummation of a Business Combination. We ~~are~~If ~~not~~our ~~presently~~management’s other business affairs require ~~engaged~~them ~~in,~~to ~~and~~devote ~~will~~more ~~not~~substantial ~~engage~~amounts inof time to such affairs, ~~any~~it ~~substantive~~could ~~commercial~~limit ~~business~~their orability to devote time to our affairs and ~~generate~~could ~~any~~have ~~revenue~~a ~~until~~negative weimpact ~~consummate~~on ~~such~~our ability to consummate a ~~transaction,~~Business ~~if ever~~Combination. We cannot assure you asthat tothese ~~when~~conflicts orwill be ifresolved ain ~~Business~~our ~~Combination will occur~~favor.

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

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

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

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

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

Target companies that we may investigate that fail to comply with SEC reporting requirements, financial and otherwise, may delay or preclude a Business Combination. ~~Sections~~ Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited financial statements for the company acquired. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise ~~suitable~~ suitable acquisition prospects that do not have or 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.

7If we affect a Business Combination with a financially unstable company or an entity in the early stage of development or growth, we will be subject to greater risks than if we were to affect a Business Combination with a more established company with a proven record of earnings and growth.

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

~~Given~~We ~~our financial~~likely ~~and~~will ~~personnel~~complete ~~resources~~only ~~compared~~one ~~to those of our competitors, we may be limited to consummating a~~ Business Combination ~~with a company that is financially unstable or is in the early stage of development or growth~~, ~~including~~ ~~an entity without established records of sales or~~which ~~earnings. To~~will ~~the~~cause ~~extent~~us weto ~~affect~~be adependent ~~Business~~solely ~~Combination~~on ~~with~~ a ~~financially~~ ~~unstable~~single ~~or early stage or emerging growth company, we may be impacted by numerous risks inherent in the~~ business and ~~operations of such company that we would not be subject to if we were to affect~~ a ~~Business Combination~~limited ~~with~~number aof ~~more~~products, ~~seasoned~~services ~~company~~or ~~with a proven record of earnings and growth~~assets.

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

Given our limited ~~financial~~ resources and ~~other~~the ~~considerations,~~significant itcompetition for isTarget ~~likely~~Businesses, we ~~will complete~~may anot ~~Business~~be ~~Combination~~able ~~with~~to ~~only~~consummate ~~one~~an ~~Target~~ attractive Business~~. Accordingly,~~ ~~the prospects for our success may be~~Combination.

~~solely dependent~~We ~~upon~~will ~~the~~encounter ~~performance~~intense ofcompetition afrom ~~single~~other entities having a business ~~and~~objective ~~dependent~~similar ~~upon~~to ~~the development~~ours, orincluding ~~market~~blank ~~acceptance~~check ofcompanies, afinance ~~single~~companies, orbanks, ~~limited~~venture ~~number~~capital funds, ofleveraged ~~products~~buyout funds, ~~processes~~ oroperating ~~services. In~~businesses ~~this~~and ~~case,~~other wefinancial ~~will~~buyers ~~not~~competing befor ~~able~~acquisitions. toMany ~~diversify~~of these entities ~~our~~are ~~operations~~well orestablished ~~benefit~~and ~~from~~have ~~the~~extensive ~~possible~~experience ~~spreading~~in ofidentifying ~~risks~~and affecting Business Combinations directly or ~~offsetting~~through ofaffiliates. ~~losses~~Nearly all of these competitors possess greater financial, ~~unlike~~technical, human and other ~~entities~~resources ~~which~~than ~~may~~we ~~have~~do ~~the~~and our financial resources will tobe ~~complete~~negligible ~~several Business~~when ~~Combinations~~contrasted orwith ~~asset~~those ~~acquisitions~~of inmany ~~different~~of ~~industries~~these orcompetitors. ~~different~~In addition, we will experience direct competition ~~areas~~from ofother amodestly ~~single~~capitalized ~~industry~~shell socompanies asthat are seeking to ~~diversify~~enter ~~risks~~into ~~and~~business ~~offset~~combinations with targets similar to those ~~losses~~we expect to pursue.

~~Given our limited resources and the significant competition for Target Businesses, we may not be able to consummate an attractive Business Combination.~~(6)

WeIt ~~will encounter~~is ~~intense~~likely ~~competition~~that ~~from~~we ~~other~~will ~~entities~~consummate ~~having~~ a ~~business~~Business ~~objective~~Combination ~~similar~~with toa ~~ours,~~private ~~including~~company ~~blank check companies, finance companies, banks, venture capital funds, leveraged buyout funds, operating businesses and other financial buyers competing~~ for ~~acquisitions. Many~~which oflimited ~~these~~information entities are well established and have extensive experience in identifying and affecting Business Combinations 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 be ~~negligible~~available ~~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~~conduct ~~into~~due ~~business combinations with targets similar to those we expect to pursue~~diligence.

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

WeIf ~~likely will~~we ~~enter~~consummate ~~into~~ a Business Combination ~~with~~by away ~~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~~an ~~to obtain adequate information to evaluate the potential success of entering into a transaction with such a company. In addition~~acquisition, ~~our~~ ~~management~~stockholders ~~will~~may ~~only~~not ~~devote limited time to the business of the Company and will~~ have ~~available~~an toopportunity ~~it extremely limited financial resources with which~~ to ~~conduct due~~vote ~~diligence. If~~on ~~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 investmentstransaction.

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

IfSince we ~~consummate~~ ahave ~~Business~~not ~~Combination~~yet byselected ~~way~~a ofparticular anindustry ~~acquisition of the capital stock~~ or ~~assets of the~~ Target Business, ~~the~~with ~~transaction~~which ~~may~~to becomplete ~~accomplished~~a ~~in the sole determination of management without any vote or approval by our securityholders. Accordingly, holders of our securities at the time of any~~ Business Combination, ~~may~~we ~~not~~are ~~have~~unable ~~an opportunity~~ to ~~evaluate~~ascertain the ~~Target Business~~merits or ~~its~~risks ~~management~~of ~~and will have to rely on~~ the ~~judgment~~industry ofor ~~management~~business in ~~assessing~~which ~~the~~we ~~future~~may ~~profitability~~ultimately ~~and~~operate ~~viability~~at ofthis ~~the Target Business~~time.

8We are currently in the process of evaluating and identifying targets for a Business Combination. However, our plan of operation permits our board of directors to consummate a Business Combination with a company in any industry it chooses and is not limited to any particular industry or type of business. Accordingly, there is no current basis to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the Target Business that we may ultimately acquire. To the extent we complete a Business Combination with a company that does not have a stable history of earnings and growth or an entity in a relatively early stage of its development, we will be affected by numerous risks inherent in the business operations of those entities. If we complete a Business Combination with an entity in an industry characterized by a high level of risk, we will be affected by the currently unascertainable risks of that industry. Such risks, among other things, could preclude the Company's ability to secure financing for operations after a Business Combination, should it be required. Although our management will endeavor to evaluate the risks inherent in a particular industry or Target Business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors. Even if we properly assess those risks, some of them may be outside of our control.

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

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

· unexpected changes in, or impositions of, legislative or regulatory requirements;

· foreign currency exchange rate fluctuations;

· potential hostilities and changes in diplomatic and trade relationships;

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

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

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

· difficulties in enforcing or defending agreements and intellectual property rights;

· reduced protection for intellectual property rights in some countries;

· potentially adverse tax consequences; and

· political and economic instability.

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

~~Since we~~Our ~~have~~long-term ~~not~~success ~~yet~~will ~~selected~~be adependent ~~particular~~in ~~industry~~large orpart ~~Target Business with which to~~upon ~~complete a Business Combination, we are unable to ascertain~~ the ~~merits~~management orteam ~~risks~~ of the ~~industry~~Target orBusiness, ~~business in~~ which we may ~~ultimately~~be ~~operate~~difficult atto ~~this time~~fully evaluate.

WeAfter ~~are currently in the process of evaluating and identifying targets for~~ a Business Combination~~. However~~, our ~~plan of operation permits our board of~~long-term ~~directors~~success towe ~~consummate~~will abe ~~Business~~dependent ~~Combination~~upon ~~with a company in any industry it chooses and is not limited to any particular industry or type of business. Accordingly, there is no current basis to evaluate~~ the ~~possible~~ ~~merits~~management orteam ~~risks~~ of the ~~particular industry in which we may ultimately operate or the~~ Target Business. ~~that~~Although we ~~may~~intend ~~ultimately~~to ~~acquire. To~~scrutinize the ~~extent~~ wemanagement ~~complete a Business Combination with a company that does not have a~~team ~~stable history~~ of ~~earnings and growth or an entity in~~ a ~~relatively~~prospective ~~early~~Target ~~stage of~~Business ~~its~~as ~~development,~~closely weas ~~may~~possible bein ~~affected~~connection bywith ~~numerous~~evaluating ~~risks inherent in~~ the ~~business~~ ~~operations~~desirability of ~~those~~affecting ~~entities. If we complete~~ a Business Combination, ~~with~~we ancannot ~~entity~~assure inyou anthat ~~industry~~our ~~characterized~~assessment byof athe ~~high~~management ~~level~~team ofwill ~~risk, we~~prove ~~may~~to be ~~affected~~correct. byThese ~~the~~individuals ~~currently~~may ~~unascertainable risks of that~~be ~~industry. Such~~unfamiliar ~~risks,~~with ~~among other things, could preclude~~ the ~~Company's~~ ~~ability~~complex todisclosure ~~secure~~and ~~financing~~financial ~~for~~reporting ~~operations~~requirements ~~after~~imposed aon ~~Business Combination,~~U.S. ~~should~~public itcompanies beand ~~required. Although~~other ~~our management will~~requirements ~~endeavor~~of tooperating ~~evaluate the risks inherent in~~ a ~~particular~~public ~~industry or Target Business~~company, wewhich ~~cannot~~could ~~assure~~divert ~~you~~their ~~that~~attention wefrom ~~will~~their ~~properly~~core ~~ascertain~~business orto ~~assess~~the ~~all~~determent of the ~~significant~~operating ~~risk factors. Even if we properly assess those risks,~~results ~~some~~ of ~~them~~the ~~may~~Target ~~be outside of our control~~Business.

~~Our long-term~~If ~~success~~we ~~will~~are beunable ~~dependent~~to instructure ~~large part upon~~ the ~~management~~Business ~~team~~Combination ofas ~~the~~a ~~Target~~“tax ~~Business~~free” transaction, ~~which~~potential ~~may~~Target Businesses could be ~~difficult~~deterred tofrom ~~fully~~entering ~~evaluate~~into such a transaction with our Company.

~~After~~We ~~a Business~~may ~~Combination,~~not be able to structure our ~~long~~acquisition to result in tax-~~term~~free ~~success~~treatment wefor ~~will~~the becompanies ~~dependent~~or ~~upon~~their ~~the management~~stockholders, ~~team~~which ofcould ~~the~~deter ~~Target~~third ~~Business. Although~~parties wefrom ~~intend~~entering tointo certain ~~scrutinize~~Business ~~the~~Combinations ~~management~~with ~~team~~us. ofCurrently, a ~~prospective~~transaction ~~Target~~may ~~Business~~be asstructured ~~closely~~so as ~~possible~~ to result in ~~connection~~tax-free ~~with~~treatment ~~evaluating~~to ~~the~~both ~~desirability~~companies, as ofprescribed ~~affecting~~by avarious ~~Business Combination,~~federal weand ~~cannot~~state ~~assure~~tax ~~you~~provisions. ~~that~~We ~~our~~intend ~~assessment~~to ofstructure ~~the~~any ~~management~~Business ~~team will~~Combination ~~prove~~so as to beminimize ~~correct. These~~the federal ~~individuals~~and ~~may~~state betax ~~unfamiliar~~consequences ~~with~~ to both us and the ~~complex~~target ~~disclosure~~entity and ~~financial~~the ~~reporting~~respective ~~requirements~~stockholders ~~imposed~~of oneach ~~U.S.~~company; however, we ~~public~~cannot ~~companies~~guarantee ~~and~~that ~~other~~the Business Combination will meet the statutory requirements of ~~operating~~ a ~~public~~tax-free ~~company,~~reorganization ~~which could~~or ~~divert~~that ~~their~~the ~~attention~~parties will ~~from~~obtain ~~their~~the ~~core~~intended ~~business~~tax-free totreatment ~~the~~upon ~~determent~~a transfer of ~~the~~stock or assets. A non-qualifying reorganization could result in ~~operating~~the ~~results~~imposition of ~~the~~both ~~Target~~federal ~~Business~~and state taxes that may have an adverse affect on all parties to the transaction.

~~If we are unable to structure the Business Combination as a “tax free” transaction, potential Target Businesses could be deterred from entering into such a transaction with our Company.~~(7)

We ~~may~~ have not beconducted ~~able~~any tomarket ~~structure~~research ~~our~~concerning ~~acquisition to result in tax-free treatment for the~~prospective ~~companies~~business ~~or their stockholders~~opportunities, which ~~could deter third parties from entering into certain Business Combinations with us. Currently, a transaction~~ may beaffect ~~structured~~our soability as to ~~result~~identify in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any Business Combination so as to minimize the federal and state tax consequences to both us and the target entity and the respective stockholders of each company; however, we cannot guarantee that the Business Combination will meet the statutory requirements of a ~~tax-free~~Target ~~reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets~~Business. ~~A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse affect on all parties to the transaction.~~

9We have neither conducted nor 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 Combination as contemplated by us. There is no assurance that we will be able to enter into a Business Combination on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which, in many cases, may act without the consent, vote or approval of our stockholders.

~~We have~~The ~~not~~Company ~~conducted~~may ~~any~~be ~~market~~subject ~~research~~to ~~concerning~~further ~~prospective~~government ~~business~~regulations ~~opportunities,~~ which ~~may~~would adversely affect our ~~ability to identify a Target Business~~operations.

WeAlthough ~~have~~we are subject to the reporting requirements ~~neither~~of ~~conducted~~the ~~nor~~Exchange ~~have~~Act, ~~others~~management ~~made~~believes ~~available~~we will not be subject to usregulation ~~results~~under the Investment Company Act of ~~market~~1940, as amended ~~research~~( ~~concerning~~the ~~prospective~~“Investment ~~business~~Company ~~opportunities. Therefore~~Act”), since we ~~have~~ nowill ~~assurances~~not ~~that~~be ~~market~~engaged ~~demand~~in ~~exists~~the ~~for~~business aof ~~Business~~investing ~~Combination~~or ~~as contemplated~~trading byin ussecurities. ~~There~~ If iswe noengage ~~assurance~~in ~~that~~business wecombinations which will beresult ~~able~~in ~~to enter~~our ~~into~~holding passive investment interests in a ~~Business~~number ~~Combination~~of onentities, ~~terms~~we could ~~favorable~~be subject to usregulations under the Investment Company Act. ~~Decisions as~~ toIf ~~which~~so, ~~business~~we ~~opportunity~~would be required to ~~participate~~register inas ~~will~~an investment company and could be ~~unilaterally~~expected ~~made~~to byincur significant registration and compliance costs. We have received no formal determination from the SEC as to our ~~management,~~status ~~which,~~under inthe ~~many~~Investment ~~cases~~Company Act and, ~~may~~consequently, ~~act~~violation ~~without~~of the ~~consent,~~Investment ~~vote~~Company orAct could subject ~~approval~~us ofto ~~our~~material ~~stockholders~~adverse consequences.

~~Limitations~~Our management has identified material weaknesses in our internal oncontrols ~~liability~~over financial reporting, and ~~indemnification~~we ~~matters~~may be unable to remediate these weaknesses or develop, implement and maintain appropriate controls in future periods.

AsThe ~~permitted~~Sarbanes-Oxley byAct ~~the~~of ~~corporate~~2002 ~~laws~~and ofSEC rules require that management report annually on the ~~State~~effectiveness of ~~Nevada,~~our weinternal ~~have~~control ~~included~~over infinancial reporting and our ~~articles~~disclosure controls and procedures. Among other things, management must conduct an assessment of ~~incorporation~~our ainternal control over financial reporting ~~provision~~to allow management to ~~eliminate~~report ~~the~~on, ~~personal~~and ~~liability~~our independent registered public accounting firm to audit, the effectiveness of our ~~directors~~internal control ~~for~~over ~~monetary damages~~financial ~~for~~reporting, ~~breach~~as orrequired ~~alleged~~by ~~breach~~Section 404 of ~~their~~the ~~fiduciary~~Sarbanes-Oxley ~~duties~~Act. asBased ~~directors~~on our management’s assessment, ~~subject~~we tobelieve ~~certain~~that, ~~exceptions~~as of December 31, ~~including~~2010, ~~for~~our ~~example~~internal ifcontrols ~~the~~over ~~director~~financial ~~did~~reporting were not effective. The specific ~~act~~material weaknesses are described in ~~good~~Part ~~faith~~II—Item 9A, “Controls and Procedures” of this annual report in a“Management’s Report ~~manner~~on ~~which~~Internal heControl ~~reasonably~~over ~~believed~~Financial toReporting”. beA in“material weakness” is a deficiency, or ~~not~~a combination ~~opposed~~of todeficiencies, ~~the~~in ~~best~~internal ~~interests~~control ofover ~~the~~financial ~~corporation~~reporting, ~~and,~~such ~~with~~that ~~respect~~there tois ~~any~~a reasonable possibility that a material misstatement ~~criminal~~of ~~action~~our annual or ~~proceeding,~~interim ~~had~~consolidated nofinancial ~~reasonable~~statements ~~cause~~would tonot ~~believe~~be ~~his~~prevented ~~conduct was~~or ~~unlawful~~detected. In” ~~addition,~~We ~~our~~cannot ~~bylaws~~assure ~~provide~~you that additional wematerial ~~are~~weaknesses ~~required~~in toour internal control over financial reporting will not be identified in the future. Any failure ~~indemnify~~to ~~our~~maintain ~~officers~~or ~~and~~implement ~~directors~~required ~~under~~new ~~certain~~or ~~circumstances~~improved controls, ~~including those~~or ~~circumstances~~any difficulties we encounter in ~~which~~their ~~indemnification~~implementation, ~~would~~could ~~otherwise~~result in beadditional ~~discretionary~~material weaknesses, ~~and~~ weor ~~will~~could beresult ~~required~~in material misstatements in our financial statements. These misstatements could require us to ~~advance~~restate ~~expenses~~our financial statements, cause us to fail to meet our ~~officers~~reporting ~~and~~obligations ~~directors~~or ~~as incurred~~cause investors to lose confidence in ~~connection~~our ~~with~~reported ~~proceedings~~financial ~~against~~information, ~~them~~leading ~~for~~to ~~which~~a ~~they~~decline ~~may~~in ~~be indemnified~~our stock price.

WeGiven our resource constraints, we may not be ~~expect~~able to ~~issue~~remediate athe ~~significant~~material ~~number~~weaknesses ofin ~~new~~our ~~shares~~internal ofcontrol ~~capital~~over ~~stock~~financial inreporting. aAccordingly, there will continue to ~~Business~~be ~~Combination,~~an ~~which~~increased risk that we will ~~result~~be inunable ~~substantial~~to ~~dilution~~timely file future periodic reports with the SEC and athat ~~change~~our infuture financial statements could contain errors that will be undetected. . For more information relating to our internal control ofover ~~ownership~~financial ofreporting and disclosure controls and procedures, and the ~~Company~~remediation plan undertaken by us, see Part II—Item 9A, “Controls and Procedures” of this 2010 Form 10-K.

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

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

Our ~~Articles~~ ofcompliance ~~Incorporation~~with ~~authorize~~changing ~~our~~laws ~~Company~~and torules ~~issue~~regarding ~~up to 10,000,000 shares~~corporate ofgovernance ~~preferred stock. Currently, no preferred shares have been 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~~result ~~ahead 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 stock, which could dilute the value of common stock to current stockholders and could~~ adversely affect ~~the~~our ~~market~~ability ~~price,~~to ifcontinue ~~any, of~~ our ~~common stock~~operations.

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

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

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

~~There are significant restrictions on the transferability of the Shares.~~(8)

NoWe ~~outstanding~~may ~~shares~~issue ofpreferred ~~our common~~ stock ~~have~~which ~~been registered under the Securities Act, and, consequently, they~~ may ~~not~~ behave ~~resold,~~greater ~~transferred, pledged as collateral or otherwise disposed of under~~rights federal securities laws unless such transaction is registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration under the Securities Act. Persons who acquired our common stock prior to a Business Combination will not be entitled to rely on Rule 144 under the Exchange Act for the resale of our securities unless and until (i) we cease to be a shell company, (ii) at the time of the sale we are reporting under the Exchange Act, (iii) we have filed all Exchange Act reports and material required to be filed during the preceding 12 months, and (iv) at least one year has elapsed from the time that we file the disclosure required by the SEC reflecting the fact that we are no longer a shell company. ~~These restrictions will limit the ability of our stockholders to liquidate their investment.~~

WeOur Articles of Incorporation authorize our Company to issue up to 10,000,000 shares of blank check preferred stock. Currently, no preferred shares have ~~not~~been ~~registered~~issued; however, we can issue shares of our preferred stock in one or ~~qualified~~more series and can set the terms of the preferred stock without seeking any further ~~shares~~approval from our common stockholders. Any preferred stock that we issue may rank ahead of our ~~class~~common stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our common stock. ~~for~~In addition, such preferred ~~resale~~stock ~~under~~may ~~the~~contain ~~Blue~~provisions ~~Sky~~allowing ~~laws~~those shares to be converted into shares of ~~any~~common ~~state~~stock, which ~~will~~could ~~limit~~dilute the ~~liquidity~~value of common stock to current stockholders and could adversely affect the market price, if any, of our common stock.

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

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

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

WeThe Company has not registered or qualified ~~cannot~~its ~~assure~~class ~~you~~of ~~that~~common ~~following~~stock afor ~~Business~~resale ~~Combination~~or ~~with~~trading anunder ~~operating~~the Blue Sky laws of any state and current management does not anticipate ~~business,~~doing so. Current stockholders and persons who desire to purchase our common stock ~~will~~should be ~~listed~~aware orthat ~~admitted~~significant tostate ~~quotation~~Blue Sky onlaw ~~any securities~~restrictions ~~exchange~~may orlimit ~~other~~our ~~trading~~stockholders ~~medium,~~from ~~which~~selling ~~will~~their ~~limit~~shares ~~the~~and ~~liquidity~~potential ~~of the~~purchasers ~~shares~~from acquiring our common stock.

~~Following a~~The ~~Business~~absence ~~Combination,~~of ~~new~~an ~~management~~established ~~may~~trading ~~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~~limit the ~~initial listing~~ ~~standards~~ability of ~~any~~stockholders ~~stock~~to ~~exchange~~dispose orof ~~that~~their ~~our common stock will be admitted for quotation on the over the counter bulletin board or commence trading on any other medium~~securities. ~~If our common stock does not trade publicly, holders may not be able to sell common stock.~~

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

~~Our common~~We ~~stock~~cannot ~~after~~assure ayou ~~Business~~that ~~Combination~~following ~~may be deemed~~ a ~~“penny~~Business ~~stock” as that~~Combination ~~term~~with isan ~~defined~~operating ~~under Rule 3a51-1 of the Exchange Act. Generally~~business, ~~a "penny~~our ~~stock" is a~~ common stock ~~that~~will isbe ~~not~~ listed onor aadmitted ~~securities exchange and trades for less than $5.00 a share. Prices often are not available~~ to ~~buyers~~ ~~and~~quotation ~~sellers~~on ~~and~~any ~~the~~securities ~~market~~exchange ~~may~~or beother ~~very limited. Penny stocks~~trading 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 compensationmedium, ~~make~~which ~~a written~~will ~~determination~~limit ~~that~~ the ~~penny~~liquidity ~~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.

11Following a Business Combination, new management may seek to initiate a public market for our common stock. However, we cannot assure you that following such a transaction, our Company as then constituted will meet the initial listing standards of any stock exchange or that our common stock will be admitted for quotation on the over the counter bulletin board or commence trading on any other medium. If our common stock does not trade publicly, holders may not be able to sell common stock.

~~FINRA sales~~The ~~practice~~designation ~~requirements~~of ~~may~~our ~~also~~common ~~limit~~stock as a ~~stockholder’s~~"penny ~~ability~~stock" would tolimit ~~buy~~the ~~and sell~~liquidity ~~our~~of ~~stock~~the shares.

InOur common stock after a Business Combination ~~addition~~may tobe ~~the~~deemed a “penny stock” ~~rules~~as ~~described~~that ~~above,~~term is defined under Rule 3a51-1 of the ~~Financial~~Exchange ~~Industry Regulatory~~Act. ~~Authority~~Generally, ~~(“FINRA”)~~a ~~has~~"penny stock" ~~adopted~~is ~~rules~~a ~~that~~common ~~require~~stock that ~~in recommending~~is annot ~~investment~~listed toon a ~~customer,~~securities aexchange ~~broker-dealer~~and ~~must~~trades ~~have~~for ~~reasonable~~less than $5.00 a share. Prices often ~~grounds~~are ~~for~~not ~~believing~~available ~~that~~to buyers and sellers and the ~~investment~~market ismay ~~suitable~~be ~~for~~very ~~that customer~~limited. ~~Prior~~ toPenny ~~recommending~~stocks ~~speculative~~in ~~low~~start-up ~~priced~~companies ~~securities~~are ~~to their~~among ~~non-institutional~~the ~~customers,~~riskiest equity ~~broker~~investments. Broker-dealers ~~must~~who ~~make~~sell ~~reasonable~~penny ~~efforts to~~stocks ~~obtain~~must ~~information~~provide ~~about~~purchasers ~~the~~of ~~customer’s~~these ~~financial~~stocks ~~status,~~with ~~tax~~a ~~status,~~standardized risk-disclosure ~~investment~~document ~~objectives~~prepared ~~and~~by ~~other~~the ~~information~~SEC. ~~Under~~The ~~interpretations~~document ofprovides ~~these rules,~~information ~~the~~about ~~FINRA~~penny ~~believes~~stocks ~~that~~and ~~there~~the isnature aand ~~high~~level ~~probability~~of ~~that~~risks ~~speculative~~involved ~~low~~in ~~priced~~investing ~~securities~~in ~~will~~the ~~not~~penny bestock ~~suitable~~market. ~~for~~A atbroker ~~least~~must ~~some customers. The~~also ~~FINRA~~provide ~~requirements~~purchasers ~~make~~with itbid ~~more~~and ~~difficult~~offer ~~for~~quotations and information regarding broker~~-dealers~~ toand ~~recommend~~salesperson ~~that~~compensation, ~~their~~make ~~customers~~a ~~buy~~written ~~our~~determination ~~common~~that ~~stock~~the ~~stocks~~penny ~~in any~~stock ~~market~~is ~~that~~a ~~develops~~suitable investment for ~~our~~the ~~common~~purchaser and ~~stock~~obtain in the ~~future,~~purchaser's ~~which~~written ~~may~~agreement ~~limit~~to the ~~ability~~ purchase. Many brokers choose not to ~~buy~~participate ~~and~~in ~~sell~~penny ~~our~~stock transactions. Because of the penny stock ~~and~~rules, ~~which~~there ~~will~~may ~~have~~be anless ~~adverse~~trading ~~effect~~activity onin penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

WeFINRA sales practice requirements may also limit a stockholder’s ~~have~~ability ~~never~~to ~~paid~~buy ~~dividends~~and onsell our ~~common~~ stock.

WeIn ~~have~~addition to the “penny stock” ~~never~~rules ~~paid~~described ~~dividends~~above, onthe ~~our~~Financial ~~common~~Industry ~~stock~~Regulatory ~~and~~Authority do(“FINRA”) ~~not~~has ~~presently~~adopted ~~intend~~rules tothat ~~pay~~require ~~any dividends~~that in recommending ~~the~~an ~~foreseeable~~investment ~~future. In~~to a customer, a broker-dealer must have reasonable grounds for believing that the ~~unlikely~~investment ~~event~~is wesuitable ~~generated~~for ~~profits~~that ~~prior~~customer. Prior to arecommending ~~Business~~speculative ~~Combination,~~low wepriced ~~expect~~securities to ~~retain~~their ~~such~~non-institutional customers, broker-dealers ~~earnings~~must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and ~~re-invest~~other ~~them~~information. ~~into~~Under interpretations of these rules, the ~~Company~~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 ~~further~~recommend ~~its~~that ~~business~~their customers buy our common stock stocks in any market that develops for our common stock in the future, which ~~strategy~~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.

~~Item 1B. Unresolved~~We ~~Staff~~have ~~Comments~~never paid dividends on our common stock.

~~Not~~We have never paid dividends on our common stock ~~Applicable~~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.

~~Item 2. Properties.~~(9)

~~We maintain~~Item ~~our principal executive offices at 14908 Oxford Hollow, Huntersville, North Carolina, where our President maintains a business office~~1B. ~~We use~~ ~~this~~Unresolved ~~office~~Staff ~~space free of charge~~Comments. 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 Combination, if ever.

~~Item 3.~~Not ~~Legal Proceedings~~Applicable.

~~The Company~~Item ~~presently~~2. ~~is not a party to, nor is management aware of, any pending, legal proceedings~~Properties.

~~Item~~We maintain our principal executive offices 4at 271 Serenity Place, Newport Virginia, where Hope Medical LLC maintains an office. ~~Reserved~~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 Combination, if ever.

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

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

~~Market Information~~Item 4. Reserved.

AsPART ~~of March 30, 2010, there were three holders of record of 1,000,000 outstanding shares of our common stock.~~II

~~Our common~~Market 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.Information

WeAs ~~are not~~of ~~obligated~~April by8, ~~contract~~2011, orthere ~~otherwise~~was toone ~~issue~~holder ~~any~~of record ~~securities~~of ~~and~~1,000,000 ~~there are not~~ outstanding ~~any securities that are convertible into or exchangeable for~~ shares of our common stock.

~~Shares~~Our common stock does not trade, nor is it admitted ~~Available~~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 ~~Future~~our ~~Sale~~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.

~~All outstanding~~We ~~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~~obligated aby ~~public offering. Accordingly,~~contract ~~none of the outstanding shares of our common stock may be resold, transferred, pledged as collateral~~ or otherwise ~~disposed of~~ ~~unless~~to ~~such~~issue ~~transaction~~any issecurities ~~registered~~and ~~under~~there ~~the~~are ~~Securities~~not ~~Act~~outstanding orany ansecurities ~~exemption from~~that ~~registration~~are isconvertible ~~available. In~~into ~~connection~~or ~~with~~exchangeable ~~any~~for ~~transfer of~~ shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such transferred shares under the Securities Act.

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

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

·Rule ~~the~~144 ~~issuer~~is ofnot available for the resale of securities isinitially ~~subject~~issued toby ~~the~~companies ~~reporting~~that ~~requirements~~are, ofor ~~Section~~previously 13were, orshell ~~15(d)~~companies, oflike us, unless the ~~Exchange~~following ~~Act;~~conditions are met:

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

·Neither atthe ~~least~~Company ~~one~~nor ~~year~~its officer and directors has ~~elapsed~~any ~~from~~present ~~the~~plan, ~~time~~proposal, ~~that~~arrangement, understanding or intention of selling any unissued or outstanding shares of common stock in the ~~issuer~~public ~~filed~~market ~~current~~subsequent ~~comprehensive~~to ~~disclosure~~a ~~with~~Business Combination. Nevertheless, in the ~~SEC~~event ~~reflecting~~that ~~its~~a ~~status~~substantial asnumber anof ~~entity~~shares of our common stock were to be sold in any public market that ismay ~~not~~develop for our securities subsequent to a ~~shell~~Business ~~company~~Combination, such sales may adversely affect the price for the sale of the Company's common stock securities in any such trading market. We cannot predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.

In the event that a substantial number of shares of our common stock were to be sold in any public market that may develop for our securities subsequent to a Business Combination, such sales may adversely affect the price for the sale of the Company's common stock securities in any such trading market. We cannot predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.(10)

Dividends.

We have not paid any dividends on our common stock to date and do not presently intend to pay cash dividends prior to the consummation of a Business Combination.

The payment of any dividends subsequent to a Business Combination will be within the discretion of our then seated board of directors. Current management cannot predict the factors which any future board of directors would consider when determining whether or when to pay dividends.

13Repurchases of Equity Securities

~~Recent Sales of Unregistered Securities~~None.

~~Since~~Recent ~~inception,~~Sales ~~the Company has issued and sold the following securities without the benefit~~ of ~~registration~~Unregistered ~~under the~~ Securities ~~Act:~~.

~~Issuances Pursuant~~The toCompany ~~Section~~did ~~4(2)~~not ofissue or sell any securities during the ~~Securities~~fiscal ~~Act:~~year ended December 31, 2011.

OnItem ~~November~~6. ~~26,~~Selected ~~2007,~~Financial the Company sold and issued 1,000,000 shares of common stock to the persons named in the table below at a price equal to the par value per share pursuant to the exemption from the registration provisions under the Securities Act afforded by Section 4(2) thereof:Data.

Name of Subscriber	Number of Shares
DYP Enterprises, LLC		550,000
Garvin Strategic Capital, LLC		300,000
Garvin Investments, LLC		150,000

The information to be furnished under this Item 6 is not required of smaller reporting companies.

Item 6 7. ~~Selected~~Management’s Discussion and Analysis of Financial ~~Data~~Condition and Results of Operations.

. 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. The discussion should be ~~furnished~~read ~~under~~along ~~this~~with ~~Item~~our 6financial isstatements ~~not~~and ~~required~~notes ofthereto. ~~small~~The ~~reporting~~following discussion and analysis contains ~~issuers~~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

~~Item 7.~~Restatement ~~Management’s Discussion and Analysis~~ of 2009 Financial ~~Condition and Results of Operations.~~Statements

~~General.~~Overview of the Restatement

WeOn ~~were formed~~April to5, ~~serve~~2010, asthe aboard ~~vehicle~~of todirectors ~~acquire~~of Farrallon, ~~through~~Inc. a(“we,” ~~capital~~“us” ~~stock~~or ~~exchange~~the “Company”), ~~merger,~~ ~~asset~~after ~~acquisition~~discussion orwith ~~other~~our ~~similar~~independent ~~business~~registered public ~~combination~~accounting firm, anconcluded ~~operating~~that ~~or development~~the ~~stage~~previously ~~business~~issued ~~which~~financial ~~desires~~statements tocontained ~~utilize~~in our ~~status~~Annual asReport aon ~~reporting corporation~~Form ~~under~~10-K for the ~~Exchange~~year ~~Act. We~~ended ~~have~~December ~~neither~~31, ~~engaged~~2009 (“2009 10-K”) should no longer be relied upon because of errors in ~~any~~those financial ~~operations~~statements, ~~nor~~and ~~generated~~that ~~any~~the ~~revenues~~Company ~~during~~would restate the ~~twelve~~financial statements contained in the 2009 10-~~month~~K ~~period~~to, ~~ended December~~among 31other things, make the necessary accounting corrections and adjustments (the “Restated 2009 Financial Statements”).

WeAs ~~are currently~~a result, in ~~the~~this ~~process~~Annual ofReport ~~evaluating~~on ~~and~~Form 10-K ~~identifying targets~~ for athe ~~Business Combination. We~~year ~~are~~ending ~~not presently engaged in~~December 31, ~~and will not engage in~~2010, ~~any~~ ~~substantive~~the ~~commercial business until we consummate a Business Combination.~~Company:

Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current and proposed operations and plans, including those enumerated under "Item 1A Risk Factors." We cannot assure you that we will be successful in our efforts to identify a Target Business and consummate a Business Combination or that any business with which we consummate a Business Combination will be successful

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

WeBackground ~~expect that in connection with any Business Combination, we will issue a significant number~~ of ~~shares of our common stock (equal to at least 80% of~~ the total number of shares outstanding after giving effect to the transaction, in order to ensure that Business Combination qualifies as a “tax free” transaction under federal tax laws). The issuance of additional shares of our capital stock:Restatement

·The ~~will~~restated ~~significantly~~financial ~~reduce~~statements ~~the~~correct ~~equity interest of our stockholders as of~~ the following ~~date of the transaction; and~~errors:

·Failure ~~will~~to ~~cause~~correctly arecord ~~change~~loan inmade ~~likely result in~~ to the ~~resignation or removal of our management as of the date of the transaction~~Company.

~~Our~~The Company is ~~management~~a ~~anticipates~~“blank check” shell company that was organized in November 2007 to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company ~~likely~~has ~~will~~not beengaged ~~able~~in toany ~~affect~~operations ~~only~~or ~~one Business~~generated ~~Combination,~~any ~~due~~revenue ~~primarily~~since toits ~~our~~inception, ~~financial~~has ~~resources~~no full-time employees and ~~the~~does ~~dilution of~~not ~~interest~~own ~~for~~or ~~present~~lease ~~and~~any ~~prospective~~property. ~~stockholders~~Since its inception, ~~which~~the isCompany ~~likely~~has relied on loans from its stockholders to ~~occur~~fund its ascosts aand ~~result~~expenses ofwhich ~~our~~comprise ~~management's~~costs ~~plan~~incurred toin ~~offer~~investigating atarget ~~controlling~~businesses ~~interest~~with which to consummate a ~~Target~~business combination ~~Business~~and inprofessional ~~order~~and toother ~~achieve~~fees ait ~~tax~~incurs ~~free~~in ~~reorganization. This~~connection ~~lack~~with ~~of diversification~~satisfying ~~should~~its bereporting ~~considered~~obligations aunder ~~substantial~~the ~~risk~~Securities inExchange Act ~~investing~~of ~~in us~~1934, ~~because~~ itas ~~will~~amended ~~not~~(the ~~permit~~“Exchange usAct”). toThe ~~offset~~Company’s ~~potential~~principals ~~losses~~extend ~~from~~loans ~~one~~periodically ~~venture~~as necessary ~~against~~to ~~potential~~fund ~~gains~~costs ~~from~~and ~~another~~expenses as they arise.

14During the first quarter of 2009, the Company received a loan from an affiliate in the amount of $1,600. The Company issued a promissory note evidencing the loan in favor of the lender that was subject to interest at the rate of 8% per year (“Note”). The Company utilized the proceeds of the loan to pay fees incurred in connection with the preparation of Exchange Act reports, which payments were duly recorded as expenses of the Company in the second quarter. In the fourth quarter of 2009, the Company erroneously recorded in its financial statements the principal amount of the loan for a second time. Accordingly, the Company failed to properly record the loan as of the end of the quarter in which it was received or in any quarter thereafter (until the restatement) or the interest accrued thereon.

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

~~At December~~The ~~31,~~effect ~~2009, we had cash a de minimus amount~~ of ~~cash~~correcting ~~on hand. These~~the ~~funds~~error ~~will~~has ~~not be sufficient to cover our operating costs~~been ~~and~~recorded ~~expenses. During~~on the ~~next~~applicable ~~twelve~~statements ~~months we anticipate that we will incur costs and expenses~~ in ~~connection with~~ the ~~preparation~~Restated ~~and~~2009 ~~filing~~Financial ~~of reports~~Statements ~~under~~contained ~~the~~in ~~Exchange Act,~~ the ~~identification~~2010 ~~and evaluation of targets for a Business Combination and costs associated with negotiating and entering into a Business Combination.~~10-K

ToManagement ~~date,~~of wethe ~~have~~Company ~~funded~~has ~~our~~determined ~~operations~~that ~~through~~the ~~loans~~failure ~~from~~to ~~our~~record ~~stockholders~~the loan and, asinterest ~~of December~~accrued ~~31,~~thereon ~~2009,~~on weour ~~had~~balance ~~borrowed~~sheet anat ~~aggregate~~December ~~of $13~~31,~~558 from them, including~~ ~~$6,154~~2009 ~~during~~and ~~the~~in ~~year~~our ~~then~~statement ~~ended.~~of ~~Our~~cash ~~stockholders~~flows ~~have advised us that they expect to fund additional costs~~ and ~~expenses~~statement ~~that~~of weoperations ~~will~~for ~~incur~~the inyear ~~connection with~~ended ~~our~~December ~~operations~~31, ~~including~~2009 asdemonstrates ~~may~~material weaknesses bein ~~required to file reports under~~ the ~~Exchange~~ ~~Act,~~Company’s ~~for~~disclosure ~~due~~controls ~~diligence~~and ~~activities~~procedures and tointernal ~~consummate a Business~~control ~~Combination,~~over ~~through~~financial ~~loans or further investment in the Company~~reporting, as ~~and~~more ~~when necessary~~fully described below.

We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Combination. As a result of our negative working capital, our losses since inception and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."(11)

~~Results~~Failure to report outstanding accounts payable ofas ~~Operations~~a liability.

~~Since~~During ~~our inception,~~the wethird ~~have~~and ~~not~~fourth ~~generated~~quarters ~~any~~of ~~revenues. We~~2009, we ~~reported~~incurred acertain ~~net~~professional ~~loss for~~fees ~~the~~in ~~year~~connection ~~ended~~with ~~December~~the ~~31,~~preparation ~~2009~~ of ~~$6,877~~our ~~and~~report aunder ~~have~~the ~~suffered~~Exchange aAct ~~net~~in ~~loss since~~the ~~inception~~amount of $233,~~591~~200. ~~The~~ ~~Company~~We ~~has~~failed ~~used~~to ~~cash~~record ~~from~~the ~~operations of~~outstanding ~~$21,927~~accounts ~~since~~payable ~~its~~as ~~inception~~liabilities on our balance sheet at December 31, 2009 and ~~has~~in aour statement ~~negative~~of ~~working~~cash ~~capital~~flows and statement of ~~$23,491~~operations at for the year ended December 31, 2009.

WeThe doeffect ~~not expect~~of tocorrecting ~~engage~~the inerror ~~any~~has ~~substantive activities unless and until such time as we~~been ~~enter~~recorded ~~into~~on ~~a Business Combination with a Target Business, if ever. We cannot provide investors with any assessment as to~~ the ~~nature~~applicable ofstatements ain ~~Target Business’s operations or speculate as to~~ the ~~status~~Restated of2009 ~~its~~Financial ~~products~~Statements ~~or operations,~~contained ~~whether~~in at the ~~time~~2010 ~~of the Business Combination it will be generating revenues or its future prospects.~~10-K

~~Item~~Management of ~~7A.~~the ~~Quantitative~~Company has determined that our failure to record the accounts payable as liabilities on our on our balance sheet at December 31, 2009 and ~~Qualitative~~in ~~Disclosures~~our ~~About~~statement ~~Market~~of ~~Risk~~cash flows and statement of operations for the year ended December 31, 2009 demonstrates material weaknesses in the Company’s disclosure controls and procedures and internal control over financial reporting, as more fully described below.

~~The~~As a consequence of the errors in our financial ~~information~~statements, toour bemanagement ~~furnished~~has ~~under~~concluded ~~this~~that ~~Item~~we 7Ahave ismaterial ~~not~~weaknesses ~~required~~in ofour ~~small reporting~~internal ~~issuers~~control over financial reporting.

15Effects of the Restatement

~~Item~~The restatement of the 2009 financial statements 8affected our audited balance sheet as of December 31, 2009 and our audited statement of operations and audited statement of cash flows for the year ended December 31, 2009. ~~Financial~~Specifically, ~~Statements~~on the balance sheet, the line item “Note Payable to Related Party” was corrected from $21,837 to $20,337, the line item “Accrued Interest” was corrected from $1,664 to $2,190 and ~~Supplementary~~the ~~Data~~line item “Accounts Payable” was corrected from $0 to $3,200. The net effect of the adjustments was to increase the Total Liabilities by $2,226. On the Statement of Operations, professional fees were adjusted from $4,000 to $6,700 and interest expense was adjusted from $1,191 to $1,394. The net effect of the adjustments was an increase in the net loss for the year by $2,903. Details of each line item in the balance sheet and the affected statements is set forth below.

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

Independent Auditor’s Report			F-1
Balance Sheet as of December 31, 2009 and 2008			F-2
Statement of Operations for the years ended December 31, 2009 and 2008 and for the period November 13, 2007 (inception) through December 31, 2009			F-3
Statement of Stockholders’ Deficit for the years ended December 31, 2009 and 2008 and for the period November 13, 2007 (inception) through December 31, 2009			F-4
Statement of Cash Flows for the years ended December 31, 2009 and 2008 and for the period November 13, 2007 (inception) through December 31, 2009			F-5
Notes to Financial Statements			F-6

16General.

~~REPORT~~We OFwere formed to serve as a vehicle to acquire, ~~INDEPENDENT~~through ~~REGISTERED~~a ~~PUBLIC~~capital ~~ACCOUNTING~~stock ~~FIRM~~exchange merger, asset acquisition or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting corporation under the Exchange Act. We have neither engaged in any commercial operations nor generated any revenues during the twelve-month period ended December 31, 2010.

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

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

We ~~have audited~~expect ~~the~~that ~~accompanying~~in ~~balance~~connection ~~sheets~~with ofany ~~Farrallon~~Business Combination, ~~Inc.~~we (Awill ~~Development~~issue ~~Stage Company)~~a assignificant number of ~~December~~shares ~~31,~~of ~~2009~~our ~~and~~common ~~2008,~~stock ~~and~~(equal to at least 80% of the ~~related~~total ~~statements~~number of ~~income,~~shares ~~stockholders’~~outstanding ~~deficit~~after giving effect to the transaction and ~~loss~~likely, ~~and~~a ~~cash~~significantly ~~flows~~higher ~~for~~percentage), ~~the~~in ~~period~~order ~~from~~to ~~inception~~ensure that Business ~~(November~~Combination ~~13,~~qualifies ~~2007)~~as toa ~~December~~“tax ~~31,~~free” ~~2009~~transaction ~~and~~under ~~for~~federal ~~each~~tax laws). The issuance of ~~the~~additional ~~two~~shares ~~years~~of ~~ended~~our ~~December~~capital ~~31,~~stock ~~2009~~will ~~and~~significantly ~~2008.~~reduce ~~Farrallon,~~the ~~Inc.’s~~equity ~~management~~interest isof ~~responsible~~our ~~for these~~stockholders ~~financial~~as ~~statements.~~of ~~Our~~the ~~responsibility~~date isof tothe ~~express~~transaction anand ~~opinion~~will ~~on these~~likely ~~financial~~result ~~statements~~in ~~based~~the onresignation or removal of our ~~audits~~management as of the date of the transaction.

~~We conducted~~Our ~~our~~management ~~audits~~anticipates inthat ~~accordance with~~ the ~~standards of the Public~~ Company ~~Accounting~~likely ~~Oversight~~will ~~Board~~be ~~(United~~able ~~States).~~to ~~Those~~affect ~~standards~~only ~~require~~one ~~that~~Business weCombination, ~~plan and~~due ~~perform~~primarily ~~the audit~~ to ~~obtain~~our ~~reasonable~~financial ~~assurance~~resources ~~about~~and ~~whether~~ the ~~financial statements~~dilution ~~are free~~ of ~~material~~interest for ~~misstatement.~~present ~~The~~and ~~company~~prospective ~~is not required to have~~stockholders, ~~nor~~which ~~were~~is welikely ~~engaged~~ to ~~perform,~~occur anas ~~audit~~a result of ~~its~~our ~~internal~~management's ~~control~~plan ~~over financial~~to ~~reporting.~~offer ~~Our~~a ~~audit included consideration of internal control over~~controlling ~~financial~~interest ~~reporting~~to as a ~~basis~~Target ~~for~~Business ~~designing audit procedures that are appropriate~~ in ~~the~~order ~~circumstances,~~to ~~but~~achieve ~~not~~a ~~for~~tax-free ~~the~~reorganization. ~~purpose~~This oflack ~~expressing an opinion on the effectiveness~~ of ~~the~~diversification ~~company’s~~should ~~internal~~be ~~control over financial~~considered ~~reporting.~~a ~~Accordingly,~~substantial werisk ~~express~~in noinvesting ~~such~~in ~~opinion. An audit also includes examining~~us, onbecause ait ~~test~~will ~~basis,~~concentrate ~~evidence supporting~~ the ~~amounts~~chance ~~and~~for ~~disclosures~~our ~~in the~~success ~~financial~~into ~~statements,~~a ~~assessing~~single ~~the~~business ~~accounting principles used~~ and ~~significant~~ ~~estimates~~not ~~made by management, as well as evaluating the overall~~permit ~~financial~~us ~~statement~~to ~~presentation.~~offset Wepotential ~~believe~~losses ~~that~~from ~~our~~one ~~audits~~venture ~~provide~~against ~~a reasonable~~potential ~~basis~~gains ~~for~~from ~~our opinion~~another.

InManagement ~~our opinion,~~anticipates that the ~~financial~~selection ~~statements~~of a ~~referred~~Target toBusiness ~~above~~and ~~present fairly, in all material respects,~~ the ~~financial~~consummation ~~position~~ of ~~Farrallon,~~a ~~Inc.~~Business asCombination ofwill ~~December~~be ~~31, 2009,~~complex and ~~the~~extremely ~~results~~risky ~~of its operations~~ and ~~its~~cannot ~~cash~~assure ~~flows~~investors that ~~for~~ the ~~period~~Company ~~from inception~~ever ~~(November~~will ~~13,~~enter ~~2007)~~into ~~through~~such ~~December~~a ~~31,~~transaction ~~2009~~or ~~and~~that ~~for~~if ~~each~~we ofdo ~~the years~~consummate inof ~~the~~a ~~two-year~~Business ~~period~~Combination ~~ended~~that ~~December~~the ~~31, 2009 and 2008 in conformity with~~Company ~~accounting~~will ~~principles~~achieve ~~generally~~long-term ~~accepted~~or inimmediate ~~the~~short-term ~~United States of America~~earnings.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note G to the financial statements, the Company is in the development stage, has suffered a loss, 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 A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.(12)

~~/s/~~Liquidity ~~Traci~~and ~~Anderson~~Capital ~~Traci J~~Resources. ~~Anderson, CPA Huntersville, NC 28078 March 29, 2009~~

~~F-1~~As of December 31, 2010, the Company had total assets of $77, comprised exclusively of cash. This compares with assets of $10, comprised exclusively of cash, as of December 31, 2009. The Company’s current liabilities as of December 31, 2010 totaled $40,908, comprised principally of amounts due to its stockholders and evidenced by promissory notes (all of which promissory notes and the amounts due thereunder were forgiven by the holders during the first quarter of 2011, as described under Item 9B). This compares with liabilities of $25,727 comprised exclusively of monies due to stockholders, as of December 31, 2009. At December 31, 2010, we had negative working capital of $40,831. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.

~~Farrallon,~~The ~~Inc.~~following (Ais ~~Development~~a ~~Stage~~summary of the Company's cash flows provided by (used in) ~~Balance~~operating, ~~Sheet~~investing, and financing activities for the years ended December 31, 2010 and December 31, 2009.

	As of
	Fiscal Year Ended December 31, 2010			Fiscal Year Ended December 31, 2009
	December 31, 2009			December 31, 2008
Net cash (used in) operating activities	$	8,386		$	6,685
ASSETS
Net cash provided by financing activities		8,453			6,654
CURRENT ASSETS:
Net increase (decrease) in cash and cash equivalents		67			(31	)
Cash	$	10		$	42
TOTAL CURRENT ASSETS		10			42
TOTAL ASSETS	$	10		$	42
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Note Payable to Related Party		21,837			13,683
Accrued Expenses		1,664			2,973
TOTAL CURRENT LIABILITIES		23,501			16,656
TOTAL LIABILITIES		23,501			16,656
STOCKHOLDERS’ DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares
issued and outstanding at December 31, 2009 and December 31, 2008)		-			-
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 issued and outstanding at December 31, 2009 and December 31, 2008)		100			100
Paid in Capital		-			-
Accumulated Deficit		(23,591	)		(16,714	)
TOTAL STOCKHOLDERS’ DEFICIT		(23,491	)		(16,614	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10		$	42

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

~~F-2~~To date, we have funded our operations through loans from our stockholders. Our current stockholder has advised us that it expects 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, it 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.

~~Farrallon~~We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, ~~Inc.~~to (Aconduct ~~Development~~effective ~~Stage~~due ~~Company)~~diligence ~~Statement~~as to any Target Business or to consummate a Business Combination. As a result of ~~Operations~~our negative working capital, our losses since inception, and failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a “going concern.”

	For the years ended December 31,						Cumulative Totals Since Inception November 13,
	2009			2008			2007
REVENUES
Income	$	-		$	-		$	-
Total Revenues		-			-			-
EXPENSES
Selling, general and administrative		1,686			2,158			4,027
Professional Fees		4,000			11,400			17,900
TOTAL EXPENSES		5,686			13,558			21,927
Net Income/(Loss) from Operations		(5,686	)		(13,558	)		(21,927	)
OTHER (EXPENSE)/INCOME
Interest Expense		(1,191	)		(473	)		(1,664	)
Net Income/(Loss)	$	(6,877	)	$	(14,031	)	$	(23,591	)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average shares outstanding--basic and fully diluted		1,000,000			1,000,000			1,000,000

Results of Operations.

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

~~F-3~~We reported a net loss for the year ended December 31, 2010 of $15,114, compared to a net loss for the year ended December 31, 2009 of $9,780. Our expenses consist principally of professional fees and filing costs in connection with satisfying our reporting obligations under the Exchange Act.

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

	Common Stock				Preferred stock				Additional Paid-in		Deficit Accumulated Since Inception November 13,
	Shares		Amount		Shares		Amount		Capital		2007
Balances, December 31, 2007		1,000,000	$	100		-	$	-	$	-	$	(2,683	)
Net loss		-		-		-		-		-		(14,031	)
Issuance of common shares		-		-		-		-		-		-
Balances, December 31, 2008		1,000,000	$	100		-	$	-	$	-	$	(16,714	)
Net loss		-		-		-		-		-		(6,877	)
Balances, December 31, 2009		1,000,000	$	100		-	$	-	$	-	$	(23,591	)

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

The ~~accompanying~~ ~~notes~~information ~~are~~to anbe ~~integral~~furnished ~~part~~under this Item 7A is not required of ~~these~~smaller ~~financial statements~~reporting companies.

~~F-4~~Item 8. Financial Statements and Supplementary Data.

~~Farrallon, Inc.~~ (~~A Development Stage Company~~13) ~~Statement of Cash Flows~~

	For the years ended December 31,						Cumulative Totals Since Inception November 13,
	2009			2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,877	)	$	(14,031	)	$	(23,591	)
Adjustments to reconcile net (loss) to net cash used in operations:
Increase/(decrease) in Accrued Expenses		(1,309	)		473			1,664
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(8,186	)		(13,558	)		(21,927	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Note Payable to Related Party		6,154			13,558			21,837
Capital Stock purchase		-			-			100
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		8,154			13,558			21,937
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(32	)		-			10
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		42			42			-
END OF THE PERIOD	$	10		$	42		$	10
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	-		$	-
Taxes	$	-		$	-		$	-

FINANCIAL STATEMENT INDEX

The accompanying notes are an integral part of these financial statements.

	Page
Independent Auditor’s Report	15
Balance Sheet for the years ended December 31, 2010 and 2009	16
Statement of Operations for the years ended December 31, 2010 and 2009 and cumulative since inception (November 13, 2007)	17
Statement of Stockholders’ Deficit for the years ended December 31, 2010 and 2009 and cumulative since inception (November 13, 2007)	18
Statement of Cash Flows for the years ended December 31, 2010 and 2009 and cumulative since inception (November 13, 2007)	19
Notes to Financial Statements	20

~~F-5~~(14)

~~FARRALLON,~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING ~~INC.~~FIRM

~~(A development~~To ~~stage~~the ~~company)~~Board of Directors

~~NOTES~~Farrallon, ~~TO THE FINANCIAL STATEMENTS~~Inc.

ASWe OFhave audited the accompanying balance sheets ~~DECEMBER~~of Farrallon, Inc.as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

~~Business~~In our opinion, the financial statements referred ~~Activity—Farrallon~~to above present fairly, ~~Inc.~~in (all material respects, the ~~“Company”)~~financial ~~was~~position ~~organized~~of ~~under~~Farrallon, ~~the~~Inc. ~~laws~~as of December 31, 2010 and 2009, and the ~~State~~results of ~~Nevada~~its onoperations, ~~November~~changes ~~13,~~in ~~2007~~stockholders’ asequity a(deficit) ~~corporation. The Company’s~~and ~~objective~~cash isflows tofor ~~acquire~~the oryears ~~merge~~then ~~with~~ended ain ~~target~~conformity with ~~business~~accounting orprinciples ~~company~~generally accepted in a ~~business~~the ~~combination~~United States of America.

~~Basis~~The ofaccompanying financial statements have ~~Presentation—The~~been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, ~~included~~the Company ~~herein~~has ~~were~~insufficient ~~prepared~~working ~~under~~capital, a stockholders’ deficit and recurring net losses, which raises substantial doubt ~~the~~about ~~accrual~~its ~~basis~~ability to continue as a going concern. Management’s plans regarding those matters also are described in Note E. The financial statements do not include any adjustments that might result from the outcome of ~~accounting~~this uncertainty.

~~Cash~~Bongiovanni ~~and~~& ~~Cash Equivalents—For purposes of the Statement of Cash Flows~~Associates, ~~the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.~~CPA’s

~~Management’s~~Cornelius, ~~Use~~North of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues 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.Carolina

~~Revenue Recognition—The~~April ~~Company’s~~8, ~~policy is to recognize income when it is earned.~~2011

~~Comprehensive Income~~ (~~Loss~~15)—The Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”, 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 period covered in the financial statements.

Net Income per Common Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Accordingly, this presentation has been adopted for the period presented. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Farrallon, Inc.
(A Development Stage Company)
Balance Sheets
	As of
	31-Dec-10		31-Dec-09
				(Restated)
ASSETS
CURRENT ASSETS:
Cash	$	77	$	10
TOTAL CURRENT ASSETS		77		10
TOTAL ASSETS	$	77	$	10

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Note Payable to Related Party		28,790		20,337
Accrued Interest to a Related Party		4,199		2,190
Accounts Payable		7,919		3,200
TOTAL CURRENT LIABILITIES		40,908		25,757

TOTAL LIABILITIES		40,908		25,727

STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares
issued and outstanding at December 31, 2010 and December 31, 2009)		—		—
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 issued and outstanding at December 31, 2010 and December 31, 2009)		100		100
Paid in Capital		—		—
Accumulated Deficit during the development stage		-40,930		-25,816
TOTAL STOCKHOLDERS' DEFICIT		-40,830		-25,716

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	77	$	10

The accompanying notes are an integral part of these financial statements

~~Deferred Taxes—Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109~~ (~~SFAS No. 109~~16)~~, “Accounting for Income Taxes.” A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.~~

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Farrallon, Inc.
(A Development Stage Company)
Statements of Operations

	For the						Cumulative
	year ended						Totals
	December 31,						Since Inception
	2010			2009			November 13, 2007
REVENUES					(Restated)
Revenue	$	—		$	—		$	—
Total Revenues		—			—			—


EXPENSES
Selling, general and administrative		2,886			1,686			6,913
Professional Fees		10,219			6,700			29,819
TOTAL EXPENSES		13,105			8,386			36,731

Net Income/(Loss) from Operations		(13,105	)		(8,386	)		(36,731	)

OTHER (EXPENSE)/INCOME
Interest Expense		(2,009	)		(1,394	)		(4,198	)

Net Income/(Loss)	$	(15,114	)	$	(9,780	)	$	(40,930	)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.02	)	$	(0.01	)	$	(0.04	)
Weighted average shares outstanding--basic and fully diluted		1,000,000			1,000,000			1,000,000

~~Fair Value of Financial Instruments—~~The ~~carrying~~accompanying ~~amounts~~notes ~~reported~~are inan ~~the~~integral ~~balance sheet for cash,~~part ~~accounts receivable and payable approximate fair value based on the short-term maturity~~ of these ~~instruments~~financial statements.

Accounts Receivable—Accounts deemed uncollectible are written off in the year they become uncollectible. As of December 31, 2009 and 2008 the balance in Accounts Receivable was $0 and $0, respectively.(17)

~~F-6~~Farrallon, Inc. (A Development Stage Company) Statement of Stockholders' Deficit

FARRALLON, INC.

											Deficit
									Additional		Accumulated
	Common Stock				Preferred stock				Paid-in		Since Inception
	Shares		Amount		Shares		Amount		Capital		November 13, 2007

Balances,November13, 2007, Inception		—	$	—		—	$	—	$	—	$	—

Shares issued		100,000		100		—		—		—		—

Net loss		—		—		—		—		—		(2,683	)

Balances, December 31, 2007		1,000,000	$	100		—	$	—	$	—	$	(2,683	)

Net loss		—		—		—		—		—		(13,353	)

Issuance of common shares		—		—		—		—		—		—

Balances, December 31, 2008		1,000,000	$	100		—	$	—	$	—	$	(16,036	)

Net loss		—		—		—		—		—		(9,780	)

Balances, December 31, 2009		1,000,000	$	100		—	$	—	$	—	$	(25,816	)

Net loss		—		—		—		—		—		(15,114	)

Balances, December 31, 2010		1,000,000	$	100		—	$	—	$	—	$	(40,930	)

(AThe accompanying notes are an integral part ~~development~~of ~~stage~~these ~~company)~~financial statements.

~~NOTES TO THE FINANCIAL STATEMENTS~~(18)

AS OF DECEMBER 31, 2009

Farrallon, Inc.
(A Development Stage Company)
Statements of Cash Flows
							Cumulative
							Totals
	For the years ended						Since Inception
	December 31,
	2010			2009			November 13, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:					(Restated)
Net loss	$	(15,114	)	$	(9,780	)	$	(40,930	)
Adjustments to reconcile net (loss) to net cash used in operations:
Increase in Accrued Interest to a Related Party		2,009			1,395			4,199
Increase In Accounts Payable		4,719			1,700			7,919
NET CASH (USED IN) OPERATING ACTIVITIES		(8,386	)		(6,685	)		(28,812	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Note Payable to Related Party		8,453			6,654			28,790
Capital Stock purchase		—			—			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,453			6,654			28,890

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		67			(31	)		77

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE YEAR		10			42			—

END OF THE YEAR	$	77		$	10		$	77

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

~~NOTE~~The ~~A—SUMMARY~~accompanying OFnotes are an integral part ~~SIGNIFICANT~~of ~~ACCOUNTING~~these ~~POLICIES~~financial ~~(CONT~~statements.)

Impairment of Long-Lived Assets—The Company evaluates the recoverability of its fixed assets and other assets in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (~~“SFAS 144’~~19). SFAS 144 requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, 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 years ended December 31, 2009 and 2008.

~~Going Concern— The accompanying financial statements have been prepared on a going concern basis~~FARRALLON, ~~which~~ ~~assumes the Company will realize its assets and discharge its liabilities in the normal course of business~~INC. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $23,591, used cash from operations of $21,927 since its inception, and has a negative working capital of $23,491 at December 31, 2009.

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

~~Stock-Based Compensation—The~~NOTES ~~Company~~TO ~~accounts~~THE ~~for~~FINANCIAL stock-based compensation using the fair value method of Financial Accounting Standard No. 123R. This Statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.STATEMENTS

~~Recent~~AS ~~Accounting Pronouncements— In~~OF ~~June~~DECEMBER ~~2009~~31, the Financial Accounting Standards Board (FASB) issued its final Statement of Financial Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a Replacement of FASB Statement No. 162”. SFAS No. 168 made the FASB Accounting Standards Codification (the Codification) the single source of U.S. GAAP used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The Codification supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU). The FASB will not consider ASUs as authoritative in their own right; these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.2010

~~F-7~~NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~FARRALLON~~Business Activity—Farrallon, Inc. ~~INC~~(“The Company”) was organized under the laws of the State of Nevada on November 13, 2007 as a corporation. The Company’s objective is to acquire or merge with a target business or company in a business combination.

(ABasis of Presentation—The financial ~~development~~statements ~~stage~~included ~~company)~~herein were prepared under the accrual basis of accounting.

~~NOTES~~Cash TOand Cash Equivalents—For ~~THE~~purposes ~~FINANCIAL~~of ~~STATEMENTS~~the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

ASManagement’s OFUse of Estimates—The ~~DECEMBER~~preparation ~~31,~~of ~~2009~~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 revenues 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.

~~NOTE A~~Revenue Recognition—~~SUMMARY~~The OFCompany’s policy ~~SIGNIFICANT~~is ~~ACCOUNTING~~to ~~POLICIES~~recognize ~~(CONT’D)~~income when it is earned.

~~Recent~~Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards ~~Pronouncements~~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 (~~cont’d~~loss) applicable to the Company during the period covered in the financial statements.

InNet ~~August 2009,~~Income ~~the~~per ~~FASB~~Common ~~issued ASU 2009~~Share-05 ~~which~~Net ~~includes amendments to Subtopic 820-10,~~loss ~~“Fair~~per ~~Value~~common ~~Measurements~~share ~~and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability~~ is ~~not~~computed ~~available,~~pursuant ~~a reporting entity is required~~ to ~~measure~~ ~~fair~~section ~~value~~260-10-45 ~~using one or more~~ of the ~~techniques~~FASB ~~provided~~Accounting ~~for~~Standards ~~in this update~~Codification. ~~The~~Basic ~~amendments~~net inloss ~~this~~per ~~ASU clarify that a reporting entity~~ share is ~~not required~~computed toby ~~include~~dividing anet ~~separate~~loss ~~input~~by orthe ~~adjustment~~weighted toaverage ~~other~~number ~~inputs~~of ~~relating~~shares ~~to the existence~~ of acommon ~~restriction~~stock ~~that~~outstanding ~~prevents~~during the ~~transfer~~period. ~~of the liability and~~Diluted ~~also~~net ~~clarifies that~~loss ~~both~~per ashare ~~quoted~~is ~~price~~computed inby andividing ~~active~~net ~~market~~loss ~~for~~by the ~~identical~~ ~~liability~~weighted ataverage ~~the~~number ~~measurement~~of ~~date~~shares ~~and~~of ~~the~~common ~~quoted~~stock ~~price~~and ~~for~~potentially ~~the~~outstanding ~~identical~~shares ~~liability when traded as an asset in an active market when no adjustments to the quoted price~~ of ~~the~~common ~~asset~~stock ~~are~~during ~~required~~each ~~are Level 1 fair value measurements~~period. ~~The~~There ~~guidance~~were ~~provided~~no inpotentially ~~this~~dilutive ~~ASU~~shares ~~is effective~~outstanding ~~for~~as ~~the~~of ~~first reporting~~December ~~period~~31, ~~including interim periods, beginning after issuance~~2010. ~~The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.~~

~~In September~~Deferred ~~2009,~~Taxes- ~~the~~The ~~FASB~~Company ~~issued~~accounts for ~~ASU~~income ~~2009-06,~~taxes ~~Income~~under ~~Taxes~~Section ~~(Topic~~ 740~~), “Implementation~~-10-30 ~~Guidance~~of onthe FASB Accounting ~~for~~Standards ~~Uncertainty~~Codification. inDeferred ~~Income~~income ~~Taxes~~tax assets and liabilities ~~Disclosure~~are ~~Amendments~~determined ~~for~~based ~~Nonpublic~~upon ~~Entities”,~~differences ~~which~~between ~~provides~~the ~~implementation guidance~~financial onreporting ~~accounting~~and ~~for~~tax ~~uncertainty~~bases inof ~~income~~assets ~~taxes,~~and asliabilities ~~well~~and asare ~~eliminates~~measured ~~certain~~using ~~disclosure~~the ~~requirements~~enacted ~~for~~tax ~~nonpublic~~rates ~~entities. For~~and ~~entities~~ laws that ~~are~~will ~~currently~~be ~~applying~~in effect when the ~~standards~~differences ~~for~~are ~~accounting~~expected ~~for~~to ~~uncertainty~~reverse. ~~in income~~Deferred ~~taxes,~~tax ~~this~~assets ~~update~~are reduced ~~shall~~by bea ~~effective~~valuation ~~for~~allowance ~~interim~~to ~~and~~the ~~annual~~extent ~~periods ending~~management ~~after~~concludes ~~September~~it ~~15,~~is ~~2009.~~more ~~For~~likely ~~those~~than ~~entities~~not that ~~have~~the ~~deferred~~assets ~~the application~~will ofnot ~~accounting~~be ~~for~~realized. Deferred ~~uncertainty~~tax inassets ~~income~~and ~~taxes~~liabilities inare ~~accordance~~measured ~~with paragraph~~using ~~740-10-65-1(e),~~enacted ~~this~~tax ~~update~~rates ~~shall~~expected ~~be effective~~to ~~upon~~apply ~~adoption~~to oftaxable ~~those~~income ~~standards.~~in ~~The~~the ~~adoption~~years ofin ~~this standard~~which isthose ~~not~~temporary differences are expected to ~~have~~be anrecovered ~~impact~~or onsettled. ~~the~~The ~~Company’s~~effect ~~consolidated~~on ~~financial position~~deferred tax assets and ~~results~~liabilities of ~~operations~~a ~~since~~change in ~~this~~tax ~~accounting~~rates ~~standard~~is ~~update provides~~recognized ~~only~~in ~~implementation~~the ~~and~~statements ~~disclosure~~of ~~amendments~~operations in the period that includes the enactment date.

~~In September~~Accounts ~~2009,~~Receivable—Accounts ~~the FASB has published ASU No. 2009-12, “Fair Value Measurements~~deemed ~~and~~uncollectible ~~Disclosures~~are ~~(Topic~~written ~~820)~~off ~~- Investments~~ in ~~Certain~~the ~~Entities~~year ~~That~~they ~~Calculate~~become ~~Net Asset Value per Share (or Its Equivalent)”~~uncollectible. ~~This~~As ~~ASU~~of ~~amends~~December ~~Subtopic 820-10~~31, ~~“Fair~~ ~~Value~~2010 ~~Measurements~~ and ~~Disclosures – Overall”~~2009, ~~to permit a reporting entity to measure~~ the ~~fair~~balance value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in ~~this Update is effective for interim and annual~~Accounts ~~periods~~Receivable ~~ending~~was ~~after December 15, 2009~~$0. ~~Early application is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.~~

~~In October~~Impairment ~~2009,~~of ~~the~~Long-Lived ~~FASB has published ASU 2009~~Assets-~~13,~~ ~~“Revenue Recognition (Topic~~The ~~605)-Multiple~~Company ~~Deliverable~~evaluates ~~Revenue Arrangements”, which addresses~~ the ~~accounting for~~recoverability ~~multiple-deliverable~~of ~~arrangements~~its tofixed ~~enable~~assets ~~vendors~~and toother ~~account~~assets ~~for~~in ~~products or~~accordance ~~services~~with ~~(deliverables)~~section ~~separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605~~360-~~25, “Revenue Recognition~~10-~~Multiple-Element~~15 ~~Arrangements”,~~of ~~for~~the ~~separating~~FASB ~~consideration in~~Accounting ~~multiple-deliverable~~Standards ~~arrangements.~~Codification ~~This guidance establishes a selling price hierarchy~~ for ~~determining~~disclosures ~~the~~about ~~selling~~Impairment ~~price~~or Disposal of ~~a deliverable, which is based on: (a) vendor~~Long-~~specific~~Lived ~~objective evidence; (b) third-party evidence; or (c) estimates~~Assets. ~~This~~Disclosure ~~guidance~~requires ~~also~~recognition ~~eliminates the residual method~~ of ~~allocation and~~impairment ~~requires~~of ~~that~~long-lived ~~arrangement~~assets ~~consideration~~in ~~be allocated at~~ the ~~inception~~event of the ~~arrangement~~ tonet ~~all~~book ~~deliverables~~value ~~using~~of ~~the~~such ~~relative~~assets ~~selling~~exceeds ~~price~~its ~~method~~expected ~~and~~cash ~~also requires expanded disclosures~~flows. ~~The~~If ~~guidance~~so, init ~~this update~~ is ~~effective~~considered to ~~prospectively~~be ~~for~~impaired ~~revenue~~and ~~arrangements~~is ~~entered~~written ~~into~~down orto ~~materially~~fair ~~modified~~value, ~~in fiscal~~which ~~years~~is ~~beginning~~determined based on oreither ~~after~~discounted ~~June~~future ~~15,~~cash ~~2010.~~flows ~~Early~~or ~~adoption~~appraised ~~is permitted~~values. The ~~adoption~~Company ofadopted ~~this~~the ~~standard~~statement ison ~~not expected~~inception. toNo ~~have~~impairments ~~a material~~of ~~impact~~these ontypes ~~the~~of ~~Company’s~~assets ~~consolidated~~were ~~financial~~recognized ~~position~~during ~~and~~the ~~results~~year ofended December ~~operations~~31, 2010.

~~F-8~~(20)

FARRALLON, INC.

(A development stage company)

NOTES TO THE FINANCIAL STATEMENTS

AS OF DECEMBER 31, ~~2009~~2010

NOTE BA—~~SUPPLEMENTAL~~SUMMARY ~~CASH~~OF SIGNIFICANT ACCOUNTING ~~FLOW~~POLICIES ~~INFORMATION~~(CONT.)

~~Supplemental~~Stock-Based Compensation- The Company ~~disclosures~~accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of ~~cash~~the ~~flow~~FASB Accounting ~~information~~Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the ~~year~~cost ~~ended~~of ~~December~~employee ~~31,~~services ~~2009~~received ~~and~~in exchange for an award of equity instruments based on the grant-date fair value of the ~~2008~~award (with limited exceptions). That cost will be recognized over the period during which an employee is ~~summarized~~required asto ~~follows:~~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.

~~Cash~~Fair ~~paid~~Value for Financial Assets and Financial ~~during~~Liabilities- The Company follows paragraph 825-10-50-10 of the ~~year~~FASB ~~ended~~Accounting ~~December~~Standards 31Codification 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), ~~2009~~and expands disclosures about fair value measurements. To increase consistency and ~~2008~~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 ~~interest~~assets or liabilities and ~~income~~the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined ~~taxes~~by Paragraph 820-10-35-37 are described below:

		2009		2008
Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Income Taxes		$	—	$	—
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.
Interest		$	—	$	—
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

~~NOTE~~The ~~C—SEGMENT~~carrying amounts of the Company’s ~~REPORTING~~financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2010.

InThe ~~June 1997,~~Company ~~the~~does ~~Financial~~not ~~Accounting~~have ~~Standards~~any ~~Board~~assets ~~issued~~or ~~Statement~~liabilities measured ofat ~~Financial Accounting~~fair ~~Standards~~value ~~No.~~on ~~131~~a recurring or a non-recurring basis, ~~“Disclosures~~consequently, ~~about~~the ~~Segments~~Company ofdid annot have any fair value adjustments ~~Enterprise~~for assets and ~~Related~~liabilities ~~Information.” This~~measured ~~statement~~at ~~requires companies~~fair tovalue ~~report~~at ~~information~~December ~~about~~31, ~~operating~~2010, ~~segments~~nor ingains ~~interim~~or ~~and~~losses ~~annual financial~~are ~~statements. It~~reported ~~also~~in ~~requires~~the ~~segment~~statement ~~disclosures~~of ~~about~~operations ~~products~~that ~~and~~are ~~services,~~attributable ~~geographic~~to ~~areas~~the ~~and~~change ~~major~~in ~~customers. The Company~~unrealized ~~determined~~gains ~~that~~or itlosses ~~did~~relating ~~not~~to ~~have~~those ~~any~~assets ~~separately~~and ~~reportable~~liabilities ~~operating~~still held at the reporting ~~segments~~date asfor ofthe year ended December 31, ~~2009 and 2008~~2010.

~~NOTE~~Recent DAccounting Pronouncements —~~INCOME~~ The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did ~~TAXES~~not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Due~~In December 2010, the FASB Accounting Standards Update 2010-29 Business Combinations Topic 805, which requires a public entity to disclose pro forma information for ~~the~~business ~~operating~~combinations ~~loss~~that ~~and~~occurred in the ~~inability~~current toreporting ~~recognize~~period. anThe ~~income~~disclosures ~~tax~~include ~~benefit,~~pro ~~there~~forma revenue and earnings of isthe nocombined ~~provision~~entity for the current orreporting ~~deferred~~period ~~federal~~as orthough ~~state~~the ~~income~~acquisition ~~taxes~~date for ~~the~~all business combinations that occurred ~~years~~during ~~ended~~the ~~December~~year 31had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the ~~2009~~pro forma revenue and ~~2008~~earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. Effective for business combinations for which the acquisition date

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.(21)

~~The Company’s total deferred tax asset~~FARRALLON, ~~calculated using federal and state effective tax rates, as of December 31, 2009 is as follows:~~INC.

Total Deferred Tax Asset	$	(8,000	)
Valuation Allowance		8,000
Net Deferred Tax Asset	$	-

(A development stage company)

~~The reconciliation~~NOTES ofTO ~~income~~THE ~~taxes~~FINANCIAL ~~computed at the federal statutory income tax rate to total income taxes as of December 31, 2009 and 2008 is as follows:~~STATEMENTS

	2009			2008
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	%

AS OF DECEMBER 31, 2010

~~F-9~~NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

~~FARRALLON, INC~~Recent Accounting Pronouncements (Cont.) -

(Ais on or after the beginning of the ~~development~~first ~~stage~~annual ~~company)~~reporting period beginning on or after December 15, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.

~~NOTES~~In TOMarch 2010, the FASB (Financial ~~THE~~Accounting ~~FINANCIAL~~Standards ~~STATEMENTS~~Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

ASIn OFFebruary 2010, the FASB Accounting ~~DECEMBER~~Standards 31Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

~~NOTE~~In ~~D—INCOME~~February ~~TAXES~~2010, the FASB issued ASU No. 2010-09 “Subsequent Events (~~CONT’D~~ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

~~Because of~~In January 2010, the ~~Company’s~~FASB ~~lack~~issued ofan amendment ~~earnings~~to ~~history~~ASC 820, ~~the~~Fair ~~deferred~~Value ~~tax~~Measurements ~~asset~~and ~~has~~Disclosure, ~~been~~to ~~fully offset~~require byreporting aentities ~~valuation~~to ~~allowance. The~~separately ~~valuation~~disclose ~~allowance~~the ~~increased~~amounts ~~(decreased)~~and bybusiness ~~approximately~~rationale $for significant transfers in and out of Level 1 and Level 2~~,400~~ fair value measurements and $4separately present information regarding purchase,~~700~~ sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the ~~years~~Company ~~ended~~is ~~December~~currently 31assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and ~~2008~~settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

AsIn ofJanuary 2010, the FASB issued an ~~December~~amendment 31to ASC 505, ~~2009~~Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the ~~Company~~election of ~~had~~the shareholders are considered to be a ~~federal~~share issuance that is reflected prospectively in EPS, and ~~state~~is ~~net~~not ~~operating~~accounted ~~loss~~for ~~carry~~as a ~~forward~~stock individend. This ~~the~~standard ~~amount~~is ofeffective ~~approximately~~for ~~$23~~interim and annual periods ending on or after December 15,~~591,~~ ~~which~~2009 ~~expires~~and inis to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the ~~year~~Company’s ~~2029~~financial statements.

~~NOTE~~In October 2009, the FASB issued an ~~E—COMMITMENTS~~amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard will become effective on January 1, 2011.

AsIn ofOctober 2009, FASB issued an amendment ~~December~~to 31the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, ~~2009~~this standard eliminated the use of the residual method for allocating arrangement considerations and ~~2008~~requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company ~~had~~is nocurrently ~~commitments~~assessing the impact, will become effective on January 1, 2011.

~~NOTE~~In ~~F—CAPITAL~~August 2009, FASB issued an amendment ~~STOCK~~to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

~~The~~ On September 30, 2009, the Company adopted ischanges ~~authorized~~issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue ~~100~~new standards in the form of Statements,~~000~~ FASB Staff Positions,~~000~~ ~~common~~or ~~shares~~Emerging atIssues $Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.~~0001~~ Accounting Standards ~~par~~Updates ~~value~~will ~~per~~not be authoritative in their own right as they will only serve to update the Codification. These ~~share~~changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company’s financial statements.

~~During the period from inception~~ (~~November 13, 2007~~22) ~~through December 31, 2009, the Company issued 1,000,000 to the following:~~

DYP Enterprises, LLC			550,000
Garvin Investments, LLC			150,000
Garvin Strategic Capital			300,000

FARRALLON, INC.

~~The Company is authorized to issue 10,000,000 preferred shares at $.0001 par value per share. During the period from inception~~ (~~November~~A ~~13,~~development ~~2007) through~~stage ~~December 31, 2009, the Company issued no preferred shares.~~company)

~~NOTE~~NOTES GTO –THE ~~DEVELOPMENT~~FINANCIAL ~~STAGE COMPANY~~STATEMENTS

~~The Company~~AS isOF inDECEMBER ~~the development stage as of December~~ 31, 2009 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.2010

NOTE HB—~~SHAREHOLDER LOAN/RELATED~~SUPPLEMENTAL ~~PARTY~~CASH FLOW INFORMATION

~~The Company~~Supplemental ~~has~~disclosures ~~signed a promissory note with two related parties. The notes are demand notes bearing interest at 8% per annum. The outstanding balance as~~ of ~~December~~cash ~~31,~~flow ~~2009 was $21,837. The accrued~~information ~~interest not paid~~ for the years ~~ending~~ended December 31, ~~2009~~2010 and ~~2008~~2009 ~~was~~is ~~$1,191~~summarized ~~and $473,~~as ~~respectively. Total accrued interest not paid from inception (November 13, 2007) through December 31, 2009 was $1,664.~~follows:

~~F-10~~Cash paid during the years ended December 31, 2010 and 2009 for interest and income taxes:

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

		2010		2009
Income Taxes	$	—	$	—
Interest	$	—	$	—

~~There~~NOTE ~~are not~~C ~~and~~—INCOME ~~have not been any disagreements between the Company and our independent accountants on any matter of accounting principles, practices or financial statement disclosure since our inception.~~TAXES

~~Item~~Due to the operating loss and the inability ~~9A.~~to ~~Controls~~recognize an income tax benefit, there is no provision for current or deferred federal or state income taxes for the years ended December 31, 2010 and ~~Procedures.~~2009

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

AsThe ofCompany’s ~~the end~~total ofdeferred ~~the~~tax ~~year covered by this Annual Report~~asset, ~~management performed, with the~~ ~~participation~~calculated ofusing ~~our~~federal ~~Principal Executive Officer, who is our Principal Financial Officer,~~ and ~~who~~state weeffective ~~refer~~tax ~~to in this Annual Report as our PEO~~rates, ~~an evaluation of the effectiveness of our disclosure controls and procedures~~ as ~~defined in Rules 13a-15(e) and 15d-15(e)~~ of ~~the~~December ~~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~~31, ~~processed,~~2010 ~~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 on this evaluation, our PEO has concluded that the Company’s disclosure controls and procedures were effective as ~~of December 31, 2009.~~follows:

Management’s Annual Report on Internal Control over Financial Reporting

Total Deferred Tax Asset	$	(13,900	)
Valuation Allowance		13,900
Net Deferred Tax Asset	$	—

~~Management is~~The ~~responsible~~reconciliation for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of ~~financial reporting~~income ~~and~~taxes ~~the preparation of financial statements in accordance with~~computed ~~generally~~at ~~accepted accounting principles in~~ the ~~United~~federal ~~States,~~statutory ~~or GAAP. A~~income ~~company’s~~tax ~~internal~~rate ~~control over financial reporting includes those policies and procedures that: (i) pertain~~ to ~~the~~total ~~maintenance~~income ~~of records~~taxes ~~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~~December ~~statements in accordance with generally accepted accounting principles~~31, ~~and~~2010 ~~that receipts~~ and ~~expenditures~~2009 ofis ~~the~~as 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.follows:

Because of its inherent limitations, internal control over financial reporting 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.

	2010			2009
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 assessed~~Because ~~the effectiveness~~ of ~~our~~the ~~internal~~Company’s ~~control~~lack ~~over~~of ~~financial reporting as~~earnings ofhistory, the ~~end~~deferred oftax ~~the~~asset ~~period~~has ~~covered~~been byfully ~~this~~offset ~~report using the criteria set forth~~ by ~~the~~a ~~Committee~~valuation ofallowance. ~~Sponsoring~~The ~~Organizations~~valuation ofallowance ~~the~~increased ~~Treadway~~(decreased) ~~Commission in~~by ~~Internal~~approximately ~~Control—Integrated Framework. Based~~$5,300 onand ~~this evaluation~~$3,400 ~~management~~for ~~concluded that,~~the asyears ofended December 31, ~~2009,~~2010 ~~the~~and ~~Company’s internal control over financial reporting was effective~~2009.

~~This Annual~~As ~~Report~~of ~~does~~December ~~not~~31, ~~include~~2010, ~~an attestation report of~~ the Company’s ~~registered public~~had ~~accounting firm regarding internal control over financial~~a ~~reporting. Management’s~~federal ~~report~~and ~~was~~state ~~not~~net ~~subject~~operating toloss ~~attestation~~carry byforward in the ~~Company’s~~ ~~registered~~amount ~~public accounting firm pursuant to temporary rules~~ of ~~the Securities~~approximately ~~and~~$40,930 ~~Exchange~~which ~~Commission~~expires ~~that~~in ~~permit~~ the ~~Company~~year ~~to provide only management’s report in this Annual Report~~2030.

~~Changes in~~NOTE ~~Internal~~D—GOING ~~Control over Financial Reporting~~CONCERN

~~There~~The accompanying financial statements have ~~were~~been noprepared ~~changes~~on ina ~~our~~going ~~internal~~concern ~~control~~basis, ~~over~~which ~~financial~~assumes ~~reporting~~the ~~during~~Company will realize its assets and discharge its liabilities in the ~~quarter~~normal ~~ended~~course ~~December 31,~~of ~~2009~~business. As ~~that~~reflected ~~have~~in ~~materially~~the ~~affected~~accompanying financial statements, orthe ~~are~~Company has a deficit accumulated ~~reasonably~~during ~~likely~~the todevelopment ~~materially~~stage ~~affect~~of $40,930, ~~our~~used ~~internal~~cash ~~control~~from ~~over~~operations ~~financial~~of $28,812 since its inception, and has a working capital deficit ~~reporting~~of $40,831 at December 31, 2010.

17The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

~~Item 9B. Other Information.~~(23)

~~None~~FARRALLON, INC.

~~PART III~~(A development stage company)

~~Item 10.~~NOTES ~~Directors,~~TO ~~Executive~~THE ~~Officers~~FINANCIAL ~~and Corporate Governance.~~STATEMENTS

~~The~~AS ~~table sets~~OF ~~forth~~DECEMBER ~~information~~31, ~~as of the date of this report with respect to our management:~~2010

Name		Age		Title
Bryan Arthur		48		President and Director

NOTE E—CAPITAL STOCK

~~Mr. Arthur~~The ~~has~~Company been our President and a member of our board of directors since inception. Since 1997, Mr. Arthur has served as a Technology Delivery Manager, for the Trust & Investment Services Line of Business within Wachovia Wealth Management. In this capacity he is ~~responsible~~authorized ~~for~~to ~~overseeing~~issue ~~the planning~~100, ~~solution development~~000, ~~coordination, tracking, budgeting and delivering of~~000 ~~technology~~common ~~projects,~~shares ~~infrastructure~~at ~~products and services~~$.0001 Hepar ~~also~~value ~~is responsible~~per ~~for developing and managing relationships among the Wealth Management division and Wachovia’s centralized technology teams~~share.

~~The~~As ~~term~~ of ~~office~~December of31, ~~our~~2010, ~~director expires at~~ the Company's ~~annual~~has ~~meeting of~~the ~~stockholders~~following orstock ~~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.~~issued:

~~Section 16~~ DYP ~~Compliance~~Enterprises, LLC 550,000

~~Section 16(a)~~ Garvin ~~of the Exchange requires officers~~Investments, directors and persons who own more than 10% of a registered class of our equity securities of a company that has a class of common stock registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all forms filed pursuant to Section 16(a).LLC 150,000

~~Based solely~~ Garvin onStrategic ~~a review of the copies of such reports furnished to us and written representations from our sole officer and director that no other reports were required~~Capital 300, to our knowledge, we believe that our sole officer and director and stockholder required to file reports pursuant to Section 16(a) of the Exchange Act complied with all of the Section 16(a) filing requirements applicable to him with respect to 2009, except that the annual statements to report changes in beneficial ownership were filed late.000

~~Code~~The Company is authorized to issue 10,000,000 preferred shares at $.0001 par value per share. As of ~~Ethics~~December 31, 2010 the Company issued no preferred shares.

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

~~Audit~~The Company is in the development stage as ~~Committee~~of December 31, 2010 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.

~~The~~NOTE ~~board~~G—SHAREHOLDER ~~of directors has not~~LOAN/RELATED 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.PARTY

18The Company has signed a promissory note with two related parties. The notes are demand notes bearing interest at 8% per annum. The outstanding balance as of December 31, 2010 was $28,790. The accrued interest not paid as of December 31, 2010 is $4,199. Interest expense for the years ended December 31, 2010 and 2009 was $2,009 and $1,394, respectively.

~~Stockholder Communications.~~NOTE H—SUBSEQUENT EVENTS

~~The~~On ~~board of~~January ~~directors~~7, ~~has~~2011, ~~not~~the ~~adopted~~Board aof ~~process for security holders to send~~Directors ~~communications~~of to the ~~board~~Company ofapproved ~~directors. Given~~an ~~the~~agreement ~~nature~~among of the ~~Company’s~~ ~~business~~Company, its ~~limited~~sole ~~stockholder~~director, ~~base~~Bryan Arthur and ~~current~~Forest ~~composition~~Garvin ~~of management~~(Garvin), ~~the~~Garvin ~~board~~Strategic Capital, ofLLC ~~directors~~(GSC) ~~does~~and ~~not~~Garvin ~~believe~~Investments ~~that~~(GIL) ~~the~~whereas ~~Company~~Garvin, ~~requires~~GSC, ~~a process~~and ~~for~~GIL ~~security~~would ~~holders~~return toall ~~send~~of ~~communications to~~ the ~~board~~shares of ~~directors~~common atstock owned ~~this~~by ~~time. The~~them ~~board~~and offorgive ~~directors~~and ~~takes~~cancel the ~~position~~entire ~~that~~amount ~~management of~~due aunder ~~Target~~all ~~Business~~of ~~will~~the ~~establish~~promissory ~~such~~notes aissued ~~process~~by ~~that will be appropriate for its operations after~~ the Company ~~consummates~~in athe ~~Business~~principal amount ~~Combination~~of $4,000.

~~Item~~On April 8, 2011, the Company, Bryan Arthur, ~~11.~~the ~~Executive~~sole ~~Compensation~~officer and director of the Company as of said date, DYP Enterprises LLC, which is wholly owned by Mr. Arthur (“DYP”), and Hope Medical LLC (“Hope”) entered into an agreement whereby:

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

	DYP, the sole owner of all of the outstanding shares of common stock of the Company, sold all of its shares common stock to Hope in consideration of the issuance by Hope to Mr. Arthur of membership interests in Hope equal to 20% of the total membership interests in Hope outstanding after giving effect to such issuance;
·	Mr. Arthur and DYP forgave all amounts due to them under certain promissory notes issued by the Company in the principal amount of $24,790 and cancelled said promissory notes;
	Mr. Arthur resigned as the president of the Company, effective as of April 12, 2011;
	the board of directors amended the bylaws to increase the number of authorized directors of the Company to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby, effective April 12, 2011;
	the board of directors appointed Eric Besenyei to serve as the president of the Company, effective April 12, 2011;

~~The Company~~NOTE ~~has~~H—SUBSEQUENT ~~not~~EVENTS ~~adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees~~(CONT.)

~~The~~ the Company ~~does~~sold ~~not~~450,000 ~~have~~shares aof ~~compensation~~common ~~committee. Given~~stock ~~the~~to ~~nature~~Hope ~~of the~~for ~~Company’s~~an ~~business,~~aggregate ~~its~~purchase ~~limited~~price ~~stockholder~~of ~~base~~$45; ~~and~~Hope ~~the~~agreed ~~current~~to ~~composition of~~pay ~~management,~~all ~~the~~costs ~~board~~and expenses of ~~directors~~any ~~does~~kind ~~not~~or ~~believe~~nature ~~that~~incurred by the Company ~~requires a~~in ~~compensation~~connection ~~committee~~with atits ~~this~~operations; ~~time. The~~Hope ~~board~~agreed ofto ~~directors~~cause ~~takes~~ the ~~position~~timely ~~that~~filing ~~management~~ of aall ~~Target~~reports ~~Business~~the ~~will~~Company ~~take~~is ~~such~~required ~~action~~ to ~~establish~~ ~~and~~file ~~seat~~under athe ~~compensation~~Exchange ~~committee~~Act ~~that~~and ~~will~~to bepay ~~suitable~~all ~~for~~costs ~~its operations~~and atexpenses in connection with such ~~time~~filing; asand Hope agreed to diligently pursue the Company’s ~~consummates~~business aplan ~~Business~~of ~~Combination,~~identifying ~~if ever~~and merging with or acquiring a target company.

~~Item 12.~~NOTE ~~Security~~I—CORRECTION ~~Ownership~~OF ofERRORS ~~Certain Beneficial Owners and Management and Related~~AND ~~Stockholder Matters.~~RESTATEMENTS

The ~~following~~ ~~table~~Company ~~sets~~has ~~forth~~restated ~~information~~its ~~with~~balance ~~respect~~sheet, statement toof ~~the~~operations ~~beneficial~~and ~~ownership~~ statement of ~~our~~cash ~~common~~flows ~~stock~~at as of ~~March~~and ~~30,~~for ~~2010~~the byyear ~~each~~ending ~~person~~December ~~(or~~31, ~~group~~2009 ofto ~~affiliated~~correct errors in its ~~persons)~~accounting. ~~who~~On isthe ~~known~~balance bysheet, usthe Note Payable to ~~beneficially~~Related ~~own~~Party 5%was orcorrected ~~more~~from $21,837 to $20,337. Accrued Interest was corrected from $1,664 to $2,190. Accounts Payable was corrected from $0 to $3,200. The net effect of ~~our~~the ~~common~~adjustments ~~stock;~~was to increase ~~our~~the ~~directors;~~Total ~~our~~Liabilities ~~named~~by ~~executive~~$2,226. ~~officer;~~On ~~and~~the ~~our~~Statement ~~directors~~of ~~and~~Operations, ~~executive~~professional fees were adjusted from $4,000 to $6,700. Interest ~~officers~~expense aswas aadjusted ~~group~~from $1,191 to $1,394. The net effect of the adjustments was an increase in the net loss for the year by $2,903.

Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned and each person's address is c/o our principal office address at 14908 Oxford Hollow, Huntersville, North Carolina.(24)

~~The applicable percentage of ownership is based on 1~~FARRALLON,~~000,000~~ ~~shares outstanding as of March 30, 2010~~INC.

Name of Beneficial Owner	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned (1)
Bryan Arthur (2)		550,000		55	%
Garvin Strategic Capital, LLC (3)		300,000		30	%
Garvin Investments, LLC (3)		150,000		15	%
All officers and directors as a group (1 person)		550,000		55	%

(A development stage company)

1.NOTES ~~The~~TO ~~address~~THE ~~for~~FINANCIAL ~~each person named in the table above is c/o the Company.~~STATEMENTS

2.AS ~~Mr.~~OF ~~Arthur~~DECEMBER ~~owns these shares through DYP Enterprises~~31, ~~LLC, all of the outstanding interests of which are owned by Mr. Arthur.~~2010

3.NOTE ~~These~~I—CORRECTION ~~two~~OF ~~entities~~ERRORS ~~are~~AND RESTATEMENTS ~~controlled by Forrest Garvin and may be deemed affiliates of each other~~(CONT.)

19Balance Sheet

Compensation Plans.

Farrallon, Inc.
(A Development Stage Company)
Balance Sheets


	As of December 31, 2009
	Restated			Adjutment			As filed
ASSETS

CURRENT ASSETS:
Cash	$	10		$	—		$	10
TOTAL CURRENT ASSETS		10			—			10
					—
TOTAL ASSETS	$	10		$	—		$	10

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Note Payable to Related Party		20,337			(1,500	)		21,837
Accrued interest		2,190			526			1,664
Accounts Payable		3,200			3,200
TOTAL CURRENT LIABILITIES		25,727			2,226			23,501

TOTAL LIABILITIES		25,727			2,226			23,501

STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares
issued and outstanding at December 31, 2010 and December 31, 2009)		—						—
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 issued and outstanding at December 31, 2010 and December 31, 2009)		100						100
Paid in Capital		—						—
Accumulated Deficit		(25,816	)		(2,225	)		(23,591	)
TOTAL STOCKHOLDERS' DEFICIT		(25,716	)		(2,225	)		(23,491	)
					—
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	10		$	0		$	10

We have not adopted any compensation plans for the benefit of our employees, representatives or consultants. The Company does not have outstanding any options, warrants or other rights outstanding that entitle anyone to acquire shares of capital stock.(25)

~~Item 13.~~Statements ~~Certain~~of ~~Relationships and Related Transactions, and Director Independence.~~Operations

Related Party Transactions.

Farrallon, Inc.
(A Development Stage Company)
Statements of Operations

	For the year ended December 31, 2009
	Restated			Adjustment			As filed
REVENUES
Revenue	$	—		$	—		$	—
Total Revenues		—			—			—


EXPENSES
Selling, general and administrative		1,686			—			1,686
Professional Fees		6,700			2,700			4,000
TOTAL EXPENSES		8,386			2,700			5,686
					—
Net Income/(Loss) from Operations		(8,386	)		(2,700	)		(5,686	)
					—
OTHER (EXPENSE)/INCOME					—
Interest Expense		(1,394	)		(203	)		(1,191	)
					—
Net Income/(Loss)	$	(9,780	)	$	(2,903	)	$	(6,877	)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.01	)				$	(0.01	)
Weighted average shares outstanding--basic and fully diluted		1,000,000						1,000,000

The Company utilizes office space provided free of charge by Mr. Arthur. The Company will continue to maintain its offices at this location until the consummation of a Business Combination, if ever.(26)

~~During the~~Item ~~twelve months ended December 31, 2009, the Company borrowed an aggregate of $6,154 from entities controlled by management and its stockholders~~9. ~~Since~~ ~~inception,~~Changes the Company has borrowed an aggregate of $21,927 from these entities. The loans are evidenced by a series of promissory notes payable on demand with interest calculated at 8% per annum. The proceeds of the loans have been used to pay costs incurred in ~~connection with the filing of Exchange Act reports~~ and ~~for~~Disagreements ~~the~~with ~~target~~Accountants ~~entity~~on ~~selection~~Accounting and ~~due~~ ~~diligence~~Financial ~~process~~Disclosure.

~~Director~~On August 19, 2010, the Company filed a Current ~~Independence~~Report on Form 8-K with the Securities and Exchange Commission to disclose that it dismissed Traci J. Anderson, CPA’s (“TJA”) as its independent registered public accountants as of August 19, 2010, as required by Item 4.01. Change in Registrant’s Certifying Accountant thereof (the “8-K”). TJA had audited our financial statements as of December 31, 2008 and 2009 and for the period from November 13, 2007 (date of inception) to December 31, 2009. In the 8-K, the Company also disclosed that it had engaged Bongiovanni & Associates, CPA’s (“B&A”) as its independent registered public accountants, effective August 19, 2010 (the “Engagement Date”), to (i) audit the financial statements of the Company for the year ended December 31, 2010 and for the period from May 25, 2007 (date of inception) to December 31, 2010 and (ii) re-audit the Company’s financial statements for the year ended December 31, 2009. There were no disagreements with TJA.

~~The~~During ~~Company~~the ~~has~~period ~~not~~from ~~established~~November ~~its~~13, ~~own~~2007 (date ~~definition~~of ~~for~~inception) ~~determining whether its directors~~ and ~~nominees~~through ~~for~~the ~~directors~~Engagement ~~are “independent”~~Date, ~~nor~~the ~~has~~Company ithad ~~adopted~~not ~~any~~consulted ~~other~~with ~~standard~~B&A ofregarding ~~independence employed by any national securities exchange or inter-dealer quotation system.~~either:

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

(1)

the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that B&A concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(2)

any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 14 9A. ~~Principal~~Controls ~~Accounting Fees~~ and ~~Services~~Procedures.

~~AUDIT FEES.~~(a) ~~The~~Disclosure ~~aggregate~~Controls: fees billed for professional services rendered by Traci J. Anderson, CPA for the audits of the Company's annual financial statements for the fiscal year ending on December 31, 2009 and the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal year were $4,000.

~~AUDIT-RELATED~~We maintain disclosure controls and procedures ~~FEES. The~~that ~~aggregate~~are ~~fees~~designed ~~billed~~to byensure ~~Traci~~that J.information ~~Anderson~~required to be disclosed in our Exchange Act reports is recorded, ~~CPA~~processed, ~~for~~summarized ~~audit-related~~and ~~services~~reported ~~rendered~~within ~~for~~ the ~~Company~~time ~~for~~periods specified in the ~~2009~~Securities ~~fiscal~~and ~~year~~Exchange ~~were~~Commission’s rules and forms and that such $0information is accumulated and communicated to our management, including our Chief Executive Officer, who also is our Chief Financial Officer, to allow for timely decisions regarding required disclosure. ~~Audit-related~~ ~~fees~~An ~~generally~~evaluation ~~include~~was ~~fees~~performed inunder ~~support~~the supervision and with the participation of the Company'’s ~~filing~~management, ofincluding ~~registration~~the ~~statements~~Chief ~~with~~Executive Officer, on the ~~SEC~~effectiveness ~~and~~of ~~similar~~the Company’s ~~matters~~disclosure controls and procedures as of December 31, 2010.

~~TAX FEES. The~~Pursuant ~~aggregate~~to ~~fees~~this ~~billed~~evaluation, byour ~~Traci~~Chief J.Executive Officer ~~Anderson~~concluded that, ~~CPA~~as ~~for tax-related~~of ~~services~~December 31, ~~rendered~~2010, ~~for~~ the ~~Company~~end ~~for~~of the ~~2009~~period ~~fiscal~~covered ~~year~~by ~~were $0. The~~this ~~tax-related~~Annual ~~services~~Report, our disclosure controls and procedures were ~~all~~not ineffective at the ~~nature~~reasonable assurance level because of ~~tax~~the ~~compliance~~material weakness described below under “Management’s ~~and~~Report ~~tax~~on ~~planning~~Internal Control over Financial Reporting.”

~~ALL~~We ~~OTHER FEES.~~are ~~The~~exploring ~~aggregate~~certain ~~fees~~corrective ~~billed~~actions to ~~for~~remediate ~~services~~the ~~rendered~~material toweaknesses ~~the~~in ~~Company~~our bydisclosure ~~Traci~~controls ~~J. Anderson,~~and ~~CPA,~~procedures ~~other~~but ~~than~~we ~~the~~are ~~audit~~constrained ~~services,~~by ~~audit-related~~our ~~services,~~lack ~~and~~of ~~tax~~financial ~~services,~~and ~~were~~other $0resources, ~~for~~as ~~the~~described ~~2009~~more ~~fiscal~~fully ~~year~~below.

~~PRE-APPROVAL POLICY.~~We ~~The~~have ~~Company~~concluded ~~has~~that ~~not established an audit committee nor adopted an audit committee charter. Rather, it is~~ the ~~responsibility~~financial ~~of the entire~~statements ~~board~~in ofthis ~~directors~~Annual toReport ~~serve~~fairly ~~the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors~~present, ~~such approval to take place~~ in ~~advance~~all ofmaterial ~~such services when required by law~~respects, ~~regulation,~~our orfinancial ~~rule~~position, ~~subject~~results toof ~~the~~operations deand ~~minimis~~cash ~~exceptions for~~flows ~~non-audit services described in Section 10A(i)(1)(B)~~ as of the ~~Securities Exchange~~dates, ~~Act~~and offor ~~1934 that are approved by~~ the ~~board~~periods, ~~prior~~presented, toin ~~completion~~conformity ofwith ~~the audit~~GAAP.

20(b) Management’s Annual Report on Internal Control Over Financial Reporting:

~~PART~~Internal control over financial reporting (“ICFR”) IVrefers to the process designed by, or under the supervision of, our Chief Executive Officer, and effected by our Board of Directors and management, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

Item 15. Exhibits, Financial Statement Schedules.

(1)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2)

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 and directors of the Company; and

(3)

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 financial statements.

(a27) ~~Financial Statements~~

~~The~~ICFR cannot provide absolute assurance of achieving financial ~~statements~~reporting objectives because of ~~Farrallon,~~its ~~Inc~~inherent limitations. ICFR is a process that involves human diligence and ~~the~~compliance and ~~report~~is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper override. Because of ~~independent~~such ~~registered~~limitations, there is a risk that material misstatements ~~public~~may ~~accounting~~not ~~firm~~be ~~thereon~~prevented ~~are~~or ~~set~~detected ~~forth~~on ~~under~~a ~~Part~~timely IIbasis by internal control over financial reporting. However, ~~Item 8~~these inherent limitations are known features of ~~this~~the financial reporting process, and it is possible to design into the process safeguards to reduce, though ~~report~~not eliminate, this risk.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(bf) ~~Exhibits~~ and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer, we conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as of December 31, 2010. Based upon that evaluation, management identified material weaknesses in the Company’s ICFR, as described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement to the annual or interim financial statements will not be prevented or detected on a timely basis.

~~The~~On ~~following~~April ~~are~~5, ~~filed~~2010, asour ~~exhibits~~board of directors, after discussion with our independent registered public accounting firm, concluded that the previously issued financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2009 (“2009 10-K”) should no longer be relied upon because of errors in those financial statements, and that the Company would restate the financial statements (the “Restated 2009 Financial Statements”) contained in the 2009 10-K to, among other things, make the necessary accounting corrections ~~this~~and ~~report~~adjustments. Management has determined that the errors in the audited financial statements contained in the 2009 10-K were a result of the following material weaknesses in our ICFR:

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 DYP Enterprises, LLC evidencing all amounts borrowed.	2
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.	2
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	2

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

1.As ~~Incorporated~~a byresult ~~reference~~of to the ~~registrant's~~foregoing ~~registration~~material ~~statement~~weaknesses, management onconcluded ~~Form~~that 10we did not maintain effective ICFR as ~~filed~~of ~~with~~December 31, ~~the~~2009, ~~SEC~~based on ~~February~~the 19criteria established in “Internal Control — Integrated Framework”, ~~2008~~issued by the COSO.

2We believe that the weaknesses in our ICFR are a direct consequence of our size, resource constraints and the nature of our business. ~~Filed~~We ~~herewith~~are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. We were organized to serve as a vehicle for a business combination with an operating or development stage business and we have not engaged in any substantive business operations and do not expect to engage in any such activities, unless and until we consummate a business combination. We have no full-time employees. As a result, we are constrained by our lack of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K

21This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

~~SIGNATURES~~(c) Changes in Internal Control Over Financial Reporting

~~Pursuant~~There towere ~~the~~no ~~requirements~~changes ofin our internal control ~~Section 13~~over orfinancial ~~15(d)~~reporting ofduring the ~~Securities~~quarter ~~Exchange~~ended ~~Act~~December of31, ~~1934~~2010 that have materially affected, ~~the~~or ~~Registrant~~are reasonably likely to ~~has~~materially ~~duly~~affect, ~~caused~~our ~~this~~internal ~~report~~control toover befinancial ~~signed~~reporting, onwhich ~~its~~internal ~~behalf~~controls bywill ~~the~~remain ~~undersigned,~~deficient until such time ~~thereunto~~as ~~duly~~the ~~authorized~~Company oncompletes ~~March~~a ~~30,~~merger ~~2010~~transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.

~~FARRALLON, INC. By: /s/ Bryan Arthur Bryan Arthur, President~~(28)

~~Pursuant to~~Item ~~the~~9B. ~~requirements~~Other ~~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 March 30, 2010~~Information.

~~Signature~~On ~~Title~~January ~~/s/~~28, ~~Bryan~~2011, ~~Arthur~~the ~~Bryan~~Company ~~Arthur~~entered ~~President~~into an agreement with Forest Garvin and each of Garvin Strategic Capital, ~~Principal~~LLC ~~Executive~~and ~~Officer~~Garvin Investments, ~~Principal~~LLC, ~~Accounting~~each ~~Officer~~of ~~and~~which ~~Director~~is wholly owned by Mr. Garvin, whereby they:

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

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

As reported in a Current Report on Form 8-K filed by the Company with the SEC on April 11, 2011, on April 8, 2011, the Company, Bryan Arthur, the sole officer and director of the Company as of said date, DYP Enterprises LLC, which is wholly owned by Mr. Arthur (“DYP”), and Hope Medical LLC (“Hope”) entered into an agreement whereby:

DYP, the sole owner of all of the outstanding shares of common stock of the Company, sold all of its shares common stock to Hope in consideration of the issuance by Hope of membership interests equal to 20% of the total membership interests outstanding after giving effect to the issuance to Mr. Arthur;

Mr. Arthur and DYP forgave all amounts due to them under certain promissory notes issued by the Company in the principal amount of $24,790 and cancelled said promissory notes;

Mr. Arthur resigned as the president of the Company, effective as of April 1, 2011;

The board of directors amended the bylaws to increase the number of authorized directors of the Registrant to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby;

The board of directors appointed Eric Besenyei to serve as the president of the Registrant;

The Company sold 450,000 shares of common stock to Hope for an aggregate purchase price of $45, equal to the par value per share;

Hope agreed to satisfy all outstanding obligations of the Company;

Hope agreed to pay all costs and expenses of any kind or nature incurred by the Registrant in connection with its operations;

Hope agreed to cause the timely filing of all reports the Company is required to file under the Exchange Act and to pay all costs and expenses in connection with such filing;

Hope agreed to diligently pursue the Company’s business plan of identifying and merging with or acquiring a target company.

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

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The table sets forth information with respect to our management as of the date of this annual report and after giving effect to certain transactions described under Item 9B:

Name	Age	Title
Bryan Arthur ⁽¹⁾	49	Director
Eric Besenyei ⁽¹⁾	36	President and Director

1. Effective April 12, 2011, Mr. Arthur will resign as the president of the Company and Mr. Besenyei will become a director and the president of the Company.

Mr. Arthur has been a member of our board of directors since inception and served as our President since our inception but will resign from that position as of April 12, 2011. Since 1997, Mr. Arthur has served as a Technology Delivery Manager, for the Trust & Investment Services Line of Business within Wachovia Wealth Management. In this capacity, he is responsible for overseeing the planning, solution development, coordination, tracking, budgeting and delivering of technology projects, infrastructure products and services. He also is responsible for developing and managing relationships among the Wealth Management division and Wachovia’s centralized technology teams.

Mr. Besenyei will join our board of directors and become our President as of April 12, 2011. Since 2003, Mr. Besenyei has been a sales representative for Boehringer Ingelheim Pharma Inc. responsible for the sales of prescription medicine at the physician level.

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

Section 16 Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Securities and Exchange Commissioner and to provide us with copies of those filings. Based solely on our review of the copies received by or a written representation from certain reporting persons we believe that during fiscal year ended December 31, 2010, we believe that our sole director, officer and stockholder is in compliance with the requirements of Section 16(a).

Code of Ethics.

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

Audit Committee.

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

Stockholder Communications.

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

(30)

Item 11. Executive Compensation.

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

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

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

The following table sets forth, as of April 8, 2011, certain information regarding beneficial ownership of our common stock by our sole officer and director as of said date, and after giving effect to the resignation of Mr. Arthur as the president of the Company and the appointment of Eric Besenyei as a director and the president of the Company, effective as of April 12, 2011, as described under Item 9B.

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

Name of Beneficial Owner	Amount of Beneficial Ownership	Percent of Outstanding Shares of Class Owned
Bryan Arthur ⁽¹⁾⁽³⁾	-0-	-0-
Eric Besenyei ⁽²⁾⁽³⁾	-0-	-0-
Hope Medical LLC ⁽³⁾	1,000,000	100%
All officers and directors as a group (2 persons)	-0-	0

1. Mr. Arthur owns a 20% interest in Hope Medical LLC.

2. This individual will become a director and the president of the Company effective as of April 12, 2011 and owns a 22.5% interest in Hope Medical LLC.

3. Hope Medical LLC is owned by Monica Keith, Julia Jacquelyn Alexander, Eric Besenyei , Thomas Hurley, James Reilly and Bryan Arthur. No member beneficially owns or controls a majority of the outstanding interests in Hope.

Compensation Plans.

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Related Party Transactions.

During the twelve months ended December 31, 2010, the Company borrowed an aggregate of $6,453 from Bryan Arthur, who was our sole officer and director during the last fiscal year, borrowed the sum of $2,000 from Forest Garvin and his affiliates and has borrowed an aggregate of $28,790_ from its affiliates since inception. Each of the loans was evidenced by a promissory payable on demand with interest calculated at the rate of 8% per year. The proceeds from the loans were utilized by the Company to cover the costs and expenses incurred the preparation and filing of reports under the Exchange Act and in connection with the identification and due diligence process with respect to a Business Combination.

As described under Item 9B, during the first quarter of 2011:

·	By agreement dated January 28, 2011, Forest Garvin, Garvin Strategic Capital, LLC and Garvin Investments, LLC, returned 450,000 shares of common stock they owned in the Company (representing all of the shares they owned) for cancellation and cancelled and forgave all amounts due to them by the Company under promissory notes evidencing monies due to them in the principal amount of $4,000; and
·	By agreement dated April 8, 2011, Bryan Arthur and DYP Enterprises LLC cancelled and forgave all amounts due to them by the Company under promissory notes evidencing monies due to them in the principal amount of $24,790.

During the year ended December 31, 2010, the Company utilized office space provided free of charge by Mr. Arthur. The Company currently is using office space provided by Hope Medical LLC, its sole stockholder.

Director Independence.

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

Item 14. Principal Accounting Fees and Services.

AUDIT FEES. The aggregate fees billed for professional services rendered by Bongiovanni & Associates,, CPA’s for the audit of the Company's annual financial statements for the fiscal years ending on December 31, 2010 and December 31, 2009 were $2,100 and $2,400, respectively. In addition, the Company paid Traci J. Anderson, CPA’s (“TJA”) the sum of $2,500 in connection with the audit of the 2009 financial statements; however, upon the revocation of that firm’s registration by the Public Company Accounting Oversight Board, the Company is not entitled to rely upon TJA’s audit report for 2009, necessitating the re-audit of the 2009 financial statements by Bongiovanni & Associates, CPA’s. The aggregate fees billed for professional fees rendered in connection with the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal years ending December 31, 2010 and December 31, 2009 were $1,500 and $1,500, respectively.

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

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

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

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

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

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

(b) Exhibits.

The following are filed as exhibits to this report:

Exhibit No
Exhibit No	Description
3.1	Articles of Incorporation	1
3.2	Bylaws	1
10.1	Form of Promissory Note made by the registrant in favor of DYP Enterprises, LLC evidencing all amounts borrowed	1
10.2	Agreement dated January 18, 2011, among the registrant, Forest Garvin, Garvin Strategic Capital, LLC and Garvin Investments, LLC, each of which is wholly owned by Mr. Garvin, relating to the return of shares of stock to the company and the cancellation of outstanding promissory notes due to them	2
10.3	Agreement dated April 8, 2011, among Bryan Arthur, DYP Enterprises LLC and Hope Medical LLC relating to the return of sale by DYP of shares of stock to Hope and the cancellation of outstanding promissory notes due to Mr. Arthur and DYP	2
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

1. Incorporated by reference to the registrant's registration statement on Form 10 as filed with the SEC on February 19, 2008

2. As filed with the Securities and Exchange Commission on April 11, 2011 as an exhibit to the Company’s Current Report on Form 8-K.

3. 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.

		FARRALLON, INC.

April 11, 2011	By:	/s/ Bryan Arthur
	Its:	Bryan Arthur, 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 and on the dates indicated.

Signature

Title

Date

/s/ Bryan Arthur

Bryan Arthur

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

April 11, 2011

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