U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~March 3031, ~~2010~~2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission file number: 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, NCVA ~~28078~~24128

(Address of principal executive offices)

~~(704) 948~~ 540-~~1183~~641-0153

Issuer’s telephone number

~~(Former~~14908 ~~name~~Oxford Hollow, ~~former~~Huntersville, NC ~~address and former~~28078

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Interactive ~~Yes ý~~Data NoFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

£Yes S 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 □£ Accelerated filer □£ Non-accelerated filer □£ (Do not check if a smaller reporting company) Smaller reporting company ýS

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

~~PROCEEDINGS~~Indicate ~~DURING~~by ~~THE~~check ~~PRECEDING~~mark ~~FIVE~~whether ~~YEARS~~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. £Yes £No

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. Yes  No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At ~~November~~May 16, ~~2010~~2011, there were 1,000,000 shares of common stock outstanding.

(1)

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

	Page
Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009 (audited)	F-1
Statements of Operations for the three months ended September 30, 2010 and 2009 and the period from November 13, 2007 (date of inception) to September 30, 2010 (unaudited)	F-2
Statements of Operations for the nine months ended September 30, 2010 and 2009 and the period from November 13, 2007 (date of inception) to September 30, 2010 (unaudited)	F-3
Statement of Stockholder’s Deficit as of September 30, 2010 (unaudited)	F-4
Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and the period from November 13, 2007 (date of inception) to September 30, 2010 (unaudited)	F-5
Notes to Financial Statements	F-6

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

	As of
	March 31, 2011			December 31, 2010
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:
Cash	$	77		$	77
TOTAL CURRENT ASSETS		77			77

TOTAL ASSETS	$	77		$	77

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Note Payable to Related Party		33,122			28,790
Accrued Interest to a Related Party		4,745			4,198
Accounts Payable		7,319			7,919
TOTAL CURRENT LIABILITIES		45,186			40,907

TOTAL LIABILITIES		45,186			40,907

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:
550,000 issued and outstanding)		55			100
Paid in Capital		45			—
Accumulated Deficit		(45,209	)		(40,930	)
TOTAL STOCKHOLDERS' DEFICIT		(45,109	)		(40,830	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	77		$	77

Farrallon, Inc.
(A Development Stage Company)
Balance Sheet
	As of
	September 30, 2010			December 31, 2009
	(Unaudited)			(Audited)
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		29,921			21,837
Accrued Interest to a Related Party		3,162
Accounts Payable		500			1,664
TOTAL CURRENT LIABILITIES		33,583			23,501
TOTAL LIABILITIES		33,583			23,501
STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares
issued and outstanding at September 30, 2010 and December 31, 2009)		-			-
Common stock ($0.0001 par value; 100,000,000 shares authorized:
1,000,000 issued and outstanding at September 30, 2010 and December 31, 2009)		100			100
Paid in Capital		-			-
Accumulated Deficit		(33,606	)		(23,591	)
TOTAL STOCKHOLDERS' DEFICIT		(33,506	)		(23,491	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	77		$	10

(2)

~~The~~Farrallon, ~~accompanying~~Inc. ~~notes~~(A ~~are~~Development anStage ~~integral~~Company) ~~part~~Statement of ~~these~~Operations ~~financial~~- ~~statements.~~Unaudited

F-1



							Cumulative
	For the						Totals
	three months ended						Since Inception
	March 31,						November 13, 2007 to
	2011			2010			March 31, 2011
REVENUE
Revenue	$	—		$	—		$-
Total Revenues		—			—


EXPENSES
Selling, general and administrative		351			33		7,264
Professional Fees		7,382			—		33,523
TOTAL EXPENSES		7,733			33		40,787

Net Income/(Loss) from Operations		(7,733	)		(33	)	(40,787)

OTHER (EXPENSE)/INCOME
Forgiveness of Debt		4,000					4,000
Interest Expense		(546	)		(438	)	(4,422)
Total Other (expense)/income		3,454			(438	)	(422)

Net Income/(Loss)	$	(4,279	)	$	(471	)	$(45,209)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.01	)	$	(0.00	)	$(0.05)
Weighted average shares outstanding--basic and fully diluted		550,000			1,000,000		970,755

Farrallon, Inc.
(A Development Stage Company)
Statement of Operations (Unaudited)
	For the						Cumulative
	3 months ended						Totals
	September 30,						Since Inception
	2010			2009			November 13, 2007
REVENUES
Revenue	$	-		$	-		$	-
Total Revenues		-			-			-
EXPENSES
Selling, general and administrative		1,020			33			6,544
Professional Fees		1,000			-			23,900
TOTAL EXPENSES		2,020			33			30,444
Net Income/(Loss) from Operations		(2,020	)		(33	)		(30,444	)
OTHER (EXPENSE)/INCOME
Interest Expense		(579	)		(274	)		(3,162	)
Net Income/(Loss)	$	(2,599	)	$	(307	)	$	(33,606	)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.00	)	$	(0.00	)	$	(0.03	)
Weighted average shares outstanding--basic and fully diluted		1,000,000			1,000,000			1,000,000

(3)

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

Farrallon, Inc.
(A Development Stage Company)
Statement of Cash Flows - Unaudited


							Cumulative
							Totals
	For the three months ended						Since Inception
	March 31,						November 13, 2007 to
	2011			2010			March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,279	)	$	(471	)	$	(45,209	)
Adjustments to reconcile net (loss) to net cash used in operations:
Increase in Accrued Interest to a Related Party		547			438			4,745
(Decrease) in Accrued Expenses		—			—			—
Increase In Accounts Payable		(600	)		—			7,319
NET CASH (USED IN) OPERATING ACTIVITIES		(4,332	)		(33	)		(33,145	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Note Payable to Related Party		8,332			100			37,122
Reduction in Note Payable to Related Party -- debt forgiven		(4,000	)					(4,000	)
Capital Stock purchase		—			—			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,332			100			33,222

NET INCREASE IN CASH AND CASH EQUIVALENTS		—			67			77

CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		77			10			—

END OF THE PERIOD	$	77		$	77		$	77

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

~~F-2~~(4)

Farrallon, Inc.
(A Development Stage Company)
Statement of Operations (Unaudited)
	For the						Cumulative
	9 months ended						Totals
	September 30,						Since Inception
	2010			2009			November 13, 2007
REVENUES
Income	$	-		$	-		$	-
Total Revenues		-			-			-
EXPENSES
Selling, general and administrative		2,517			99			6,544
Professional Fees		6,000			-			23,900
TOTAL EXPENSES		8,517			99			30,444
Net Income/(Loss) from Operations		(8,517	)		(99	)		(30,444	)
OTHER (EXPENSE)/INCOME
Interest Expense		(1,498	)		(1,095	)		(3,162	)
Net Income/(Loss)	$	(10,015	)	$	(1,194	)	$	(33,606	)
Net income/(loss) per share--basic and fully diluted
Net income/(loss) per share	$	(0.01	)	$	(0.00	)	$	(0.03	)
Weighted average shares outstanding--basic and fully diluted		1,000,000			1,000,000			1,000,000

Farrallon, Inc.

(A Development Stage Company)

Statement of Stockholders ’Deficit - Unaudited

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

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

Balances, November 13, 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	)

Returned to Company		450,000	$	45
Net loss		—		—		—		—		—		(4,279	)

Balances, March 31, 2011		550,000	$	55		—	$	—	$	—	$	(45,209	)

~~F-3~~(5)

Farrallon, Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit (Unaudited)
											Deficit
									Additional		Accumulated
	Common Stock				Preferred stock				Paid-in		Since Inception
	Shares		Amount		Shares		Amount		Capital		November 13, 2007
Balances, November 13, 2007, Inception		-	$	-		-	$	-	$	-	$	-
Shares issued		100,000		100		-		-		-		-
Net loss		-		-		-		-		-		(2,683	)
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	)
Net loss		-		-		-		-		-		(10,015	)
Balances, September 30, 2010		1,000,000	$	100		-	$	-	$	-	$	(33,606	)

FARALLON, INC.

~~The~~NOTES ~~accompanying~~TO ~~notes~~THE ~~are~~UNAUDITED anFINANCIAL ~~integral part of these financial statements.~~STATEMENTS

~~F-4~~FOR THE THREE MONTHS ENDED MARCH 31, 2011

Farrallon, Inc.
(A Development Stage Company)
Statement of Cash Flows (Unaudited)
							Cumulative
							Totals
	For the 9 months ended						Since Inception
	September 30,
	2010			2009			November 13, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,015	)	$	(1,194	)	$	(33,606	)
Adjustments to reconcile net (loss) to net cash used in operations:
Increase in Accrued Interest to a Related Party		1,498			1,095			3,162
(Decrease) in Accrued Expenses		-			(1,500	)		-
Increase In Accounts Payable		500			-			500
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		(8,017	)		(1,599	)		(29,944	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Note Payable to Related Party		8,084			1,600			29,921
Capital Stock purchase		-			-			100
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		8,084			1,600			30,021
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		67			1			77
CASH AND CASH EQUIVALENTS,
BEGINNING OF THE PERIOD		10			42			-
END OF THE PERIOD	$	77		$	43		$	77
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest	$	-		$	-		$	-
Taxes	$	-		$	-		$	-

___________________________________________________________________________________

~~The~~NOTE ~~accompanying~~A—BUSINESS ~~notes are an integral part of these financial statements.~~ACTIVITY

~~F-5~~Business Activity—Farrallon, 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.

~~FARALLON,~~NOTE ~~INC.~~B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

~~FOR~~Cash ~~THE~~and ~~NINE~~Cash ~~MONTHS~~Equivalents—For purposes ~~ENDED~~of ~~SEPTEMBER~~the 30Statement of Cash Flows, ~~2010~~the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

~~___________________________________________________________________________________~~Management’s Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of 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~~Revenue ARecognition—~~BUSINESS~~The ~~ACTIVITY~~Company’s policy is to recognize income when it is earned.

~~Business~~Going ~~Activity~~Concern—~~Farrallon~~The accompanying financial statements have been prepared on a going concern basis, ~~Inc.~~which ~~(“The~~assumes the Company”) ~~was~~will ~~organized~~realize ~~under~~its ~~the~~assets ~~laws~~and ofdischarge its liabilities in the ~~State~~normal course of ~~Nevada~~business. As onreflected ~~November~~in 13the accompanying financial statements, ~~2007~~the asCompany has a ~~corporation. The~~deficit ~~Company’s~~accumulated ~~objective~~during isthe todevelopment ~~acquire~~stage orof ~~merge~~$45,209, ~~with~~used acash ~~target~~from ~~business~~operations orof ~~company~~$33,145 insince its inception, and has a ~~business~~working ~~combination~~capital deficit of $45,109 at March 31, 2011.

~~NOTE~~The ~~B—SUMMARY~~Company’s OFability ~~SIGNIFICANT~~to ~~ACCOUNTING~~continue ~~POLICIES~~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.

~~Basis~~Comprehensive ofIncome ~~Presentation~~(Loss)—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. ~~included~~There ~~herein~~ were ~~prepared~~no ~~under~~items of comprehensive income (loss) applicable to the ~~accrual~~Company ~~basis~~during ofthe ~~accounting~~period covered in the financial statements.

~~Cash~~Comprehensive Income (Loss) - The Company reports Comprehensive income and ~~Cash~~its ~~Equivalents—For~~components ~~purposes~~following guidance set forth by section 220-10 of the ~~Statement~~FASB ofAccounting ~~Cash~~Standards Codification ~~Flows,~~which establishes standards for the ~~Company~~reporting ~~considers~~and ~~liquid~~display ~~investments~~of ~~with~~comprehensive anincome ~~original~~and ~~maturity~~its components in the financial statements. There were no items of ~~three~~comprehensive ~~months~~income or(loss) ~~less~~applicable to bethe ~~cash~~Company ~~equivalents~~during the period covered in the financial statements.

Management’s Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of 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.(6)

~~Revenue~~FARALLON, ~~Recognition—The Company’s policy is to recognize income when it is earned~~INC.

~~Going~~NOTES ~~Concern—The~~TO ~~accompanying~~THE ~~financial~~UNAUDITED ~~statements~~FINANCIAL have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $33,606, used cash from operations of $29,944 since its inception, and has a working capital deficit of $33,506 at September 30, 2010. STATEMENTS

~~The~~FOR ~~Company’s~~THE ~~ability~~THREE toMONTHS ~~continue~~ENDED asMARCH 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.31, 2011

~~Comprehensive~~NOTE ~~Income (Loss)~~B—~~The~~SUMMARY ~~Company~~OF ~~adopted~~SIGNIFICANT ~~Financial~~ACCOUNTING POLICIES ~~Accounting Standards Board Statement of Financial Accounting Standards~~ (~~SFAS) No~~CONT. 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.~~

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

FDeferred Taxes-6 The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

~~NOTE~~Accounts BReceivable—~~SUMMARY~~Accounts OFdeemed uncollectible ~~SIGNIFICANT~~are ~~ACCOUNTING~~written ~~POLICIES~~off ~~(CONT~~in the year they become uncollectible.) As of March 31, 2011, the balance in Accounts Receivable was $0.

~~Net~~Impairment ~~Income~~of ~~per~~Long-Lived ~~Common Share~~Assets- ~~Net~~The Company ~~loss~~evaluates ~~per~~the ~~common~~recoverability ~~share~~of isits ~~computed~~fixed ~~pursuant~~assets toand other assets in accordance with section ~~260~~360-10-4515 of the FASB Accounting Standards Codification~~. Basic~~ ~~net~~for ~~loss~~disclosures ~~per~~about ~~share~~Impairment isor ~~computed~~Disposal byof ~~dividing~~Long-Lived ~~net~~Assets. ~~loss~~Disclosure byrequires recognition of impairment of long-lived assets in the ~~weighted~~event ~~average~~the ~~number~~net ofbook ~~shares~~value of ~~common~~such ~~stock~~assets ~~outstanding~~exceeds ~~during~~its ~~the~~expected ~~period~~cash flows. ~~Diluted~~ ~~net~~If ~~loss~~so, ~~per~~it ~~share~~ is ~~computed~~considered byto be ~~dividing~~impaired ~~net~~and ~~loss~~is bywritten ~~the~~down ~~weighted~~to ~~average~~fair ~~number~~value, ofwhich ~~shares~~is ofdetermined ~~common~~based ~~stock~~on ~~and~~either ~~potentially~~discounted ~~outstanding~~future ~~shares~~cash offlows ~~common~~or ~~stock~~appraised ~~during~~values. The ~~each~~Company ~~period. There~~adopted ~~were~~the nostatement ~~potentially~~on ~~dilutive~~inception. ~~shares~~No ~~outstanding~~impairments asof these types of ~~September~~assets 30were recognized during the quarter ended March 31, ~~2010~~2011.

~~Deferred~~Stock-Based ~~Taxes~~Compensation- The Company accounts for ~~income taxes under Section 740~~stock-~~10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined~~ based ~~upon~~compensation ~~differences~~using ~~between~~ the ~~financial~~fair ~~reporting~~value ~~and~~method ~~tax~~following ~~bases~~the ofguidance ~~assets~~set ~~and~~forth ~~liabilities~~in ~~and~~section ~~are~~718-10 ~~measured~~of ~~using~~ the ~~enacted~~FASB Accounting ~~tax~~Standards ~~rates~~Codification ~~and~~for ~~laws~~disclosure ~~that~~about ~~will~~Stock-Based ~~be in effect when the differences are expected to reverse~~Compensation. ~~Deferred~~ ~~tax~~This ~~assets~~section ~~are~~requires ~~reduced by~~ a ~~valuation~~public ~~allowance~~entity to measure the ~~extent~~cost ~~management~~of ~~concludes~~employee itservices isreceived ~~more~~in ~~likely~~exchange ~~than~~for ~~not~~an ~~that~~award ~~the~~of ~~assets~~equity ~~will~~instruments ~~not~~based beon ~~realized. Deferred~~the ~~tax~~grant-date ~~assets~~fair ~~and~~value ~~liabilities~~of ~~are~~the award ~~measured~~(with ~~using~~limited ~~enacted~~exceptions). ~~tax~~That ~~rates~~cost ~~expected~~will tobe ~~apply~~recognized toover ~~taxable income in~~ the ~~years~~period induring which ~~those~~an ~~temporary~~employee ~~differences~~is ~~are~~required ~~expected~~ to beprovide ~~recovered~~service in orexchange ~~settled.~~for ~~The~~the ~~effect~~award- onthe ~~deferred~~requisite ~~tax~~service ~~assets~~period ~~and~~(usually ~~liabilities~~the ofvesting aperiod). ~~change~~No incompensation ~~tax~~cost ~~rates~~ is recognized infor ~~the~~equity instruments ~~statements~~for ofwhich ~~operations~~employees indo ~~the~~not ~~period~~render ~~that includes~~ the ~~enactment~~requisite ~~date~~service.

~~Accounts Receivable—Accounts deemed uncollectible are written off in the year they become uncollectible. As of September 30, 2010, the balance in Accounts Receivable was $0.~~(7)

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If soFARALLON, ~~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~~INC. ~~The Company adopted the statement on inception. No impairments of these types of assets were recognized during the quarter ended September 30, 2010.~~

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

~~Fair~~FOR ~~Value~~THE ~~for~~THREE ~~Financial~~MONTHS ~~Assets~~ENDED ~~and~~MARCH Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) 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)31, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: 2011

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

NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Fair Value for Financial Assets and Financial Liabilities- The ~~carrying~~Company ~~amounts~~follows paragraph 825-10-50-10 of the ~~Company’s~~FASB ~~financial~~Accounting ~~assets~~Standards ~~and~~Codification ~~liabilities,~~for ~~such~~disclosures asabout fair ~~cash~~value of its financial instruments and ~~accrued~~paragraph ~~expenses,~~820-10-35-37 ~~approximate~~of ~~their~~the ~~fair~~FASB ~~values~~Accounting ~~because~~Standards ofCodification (“Paragraph 820-10-35-37”) to measure the ~~short~~fair ~~maturity~~value of ~~these~~its financial instruments. ~~The~~Paragraph ~~Company’s~~820-10-35-37 ~~note~~establishes ~~payable~~a ~~approximates~~framework ~~the~~for measuring fair value ofin ~~such~~accounting ~~instrument~~principles ~~based~~generally ~~upon~~accepted ~~management’s~~in ~~best~~the ~~estimate~~United States of ~~interest~~America ~~rates~~(U.S. ~~that~~GAAP), ~~would~~and beexpands ~~available~~disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the ~~Company~~highest priority to quoted prices (unadjusted) in active markets for identical ~~similar~~assets ~~financial~~or ~~arrangement~~liabilities atand ~~September~~the ~~30,~~lowest ~~2010~~priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at September 30, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the quarter ended September 30, 2010.

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

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

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

~~Recent~~The ~~Accounting~~carrying ~~Pronouncements~~amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at March 31, 2011.

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

(Recent Accounting ~~Standards Update (“ASU”) 2009-01)~~Pronouncements

~~In June 2009,~~ FASB ~~approved the FASB~~ Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our consolidated financial statements or disclosures as a result of implementing the Codification during the quarter ended Septmeber 30, 2010.

As(Accounting aStandards ~~result~~Update of our implementation of the Codification during the quarter ended September 30, 2010, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, we will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.(“ASU”) 2009-01)

FIn June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-7grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our consolidated financial statements or disclosures as a result of implementing the Codification during the quarter ended March 31, 2011.

~~NOTE~~As ~~B—SUMMARY~~a OFresult ~~SIGNIFICANT~~of ~~ACCOUNTING~~our ~~POLICIES~~implementation ~~(CONT~~of the Codification during the quarter ended March 31, 2011, previous references to new accounting standards and literature are no longer applicable.) In the current annual financial statements, we will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

~~Recent Accounting Pronouncements~~ (~~Cont.~~8)

~~Subsequent~~FARALLON, ~~Events~~INC.

~~(Included~~NOTES inTO ~~Accounting~~THE ~~Standards~~UNAUDITED ~~Codification~~FINANCIAL ~~(“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)~~STATEMENTS

~~SFAS~~FOR ~~No.~~THE ~~165~~THREE ~~established~~MONTHS ~~general~~ENDED ~~standards~~MARCH ~~of accounting for and disclosure of events that occur after the balance sheet date~~31, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by us. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact our consolidated financial statements. We evaluated for subsequent events through the issuance date of our consolidated financial statements. No recognized or non-recognized subsequent events were noted. 2011

~~Determination~~NOTE ofB—SUMMARY ~~the~~OF ~~Useful~~SIGNIFICANT ~~Life~~ACCOUNTING POLICIES ~~of Intangible Assets~~(CONT.)

~~(Included~~Recent inAccounting ~~ASC~~Pronouncements ~~350 “Intangibles — Goodwill and Other”, previously FSP SFAS No~~(Cont. ~~142-3 “Determination of the Useful Lives of Intangible Assets”~~)

~~FSP~~Subsequent SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact our consolidated financial statements.Events

~~Noncontrolling~~(Included ~~Interests~~in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

~~(Included~~SFAS inNo. ~~ASC~~165 ~~810~~established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“~~Consolidation~~subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, ~~previously~~this is the date the financial statements are issued. SFAS No. ~~160~~165 ~~“Noncontrolling~~does ~~Interests~~not inapply ~~Consolidated~~to ~~Financial~~subsequent ~~Statements~~events anor ~~amendment~~transactions that are within the scope of ~~ARB~~other GAAP and did not result in significant changes in the subsequent events reported by us. SFAS No. ~~51”)~~165 became effective for interim or annual periods ending after June 15, 2009 and did not impact our consolidated financial statements. We evaluated for subsequent events through the issuance date of our consolidated financial statements. No recognized or non-recognized subsequent events were noted.

~~SFAS~~Determination ~~No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component~~ of ~~equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. We implemented SFAS No. 160 at~~ the ~~start~~Useful ofLife ~~fiscal 2009 and no longer record an intangible asset when the purchase price~~ of ~~a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on our consolidated financial statements.~~Intangible Assets

~~Consolidation~~(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of ~~Variable~~the ~~Interest~~Useful ~~Entities~~Lives —of ~~Amended~~Intangible Assets”)

~~(To~~FSP SFAS No. 142-3 amended the factors that should be ~~included~~considered in ~~ASC~~developing ~~810~~renewal ~~“Consolidation”~~or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. ~~167~~142-3 ~~“Amendments~~became toeffective ~~FASB~~for ~~Interpretation~~financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. ~~46(R)”)~~142-3 did not impact our consolidated financial statements.

~~SFAS~~Noncontrolling No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. We will adopt SFAS No. 167 in fiscal 2010 and do not anticipate any material impact on our consolidated financial statements.Interests

~~NOTE~~(Included ~~C—SUPPLEMENTAL~~in ~~CASH~~ASC ~~FLOW~~810 ~~INFORMATION~~“Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

~~Supplemental~~SFAS ~~disclosures~~No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of ~~cash~~equity. SFAS ~~flow~~No. ~~information~~160 became effective for ~~the~~fiscal ~~quarters~~years ~~ended~~beginning ~~September~~after 30December 15, ~~2010~~2008 ~~and~~with early application prohibited. We implemented SFAS No. 160 at the start of fiscal 2009 isand ~~summarized~~no aslonger ~~follows:~~record an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on our consolidated financial statements.

~~Cash~~Consolidation ~~paid~~of ~~during~~Variable ~~the~~Interest ~~quarters~~Entities — ~~ended September 30, 2010 and 2009 for interest and income taxes:~~Amended

~~2010 2009~~(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

~~Income~~SFAS ~~Taxes $~~No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-~~-- $~~interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable---interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. We will adopt SFAS No. 167 in fiscal 2010 and do not anticipate any material impact on our consolidated financial statements.

~~Interest $ --- $ ---~~(9)

~~F-8~~FARALLON, INC.

~~NOTE~~NOTES ~~D—SEGMENT~~TO ~~REPORTING~~THE UNAUDITED FINANCIAL STATEMENTS

InFOR ~~June~~THE ~~1997,~~THREE ~~the~~MONTHS ~~Financial~~ENDED ~~Accounting~~MARCH ~~Standards Board issued Statement of Financial Accounting Standards No. 131~~31, “Disclosures about Segments of an Enterprise and Related Information.” This statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas and major customers. The Company determined that it did not have any separately reportable operating segments as of September 30, 2010. 2011

NOTE EC—~~INCOME~~SUPPLEMENTAL ~~TAXES~~CASH FLOW INFORMATION

~~Due~~Supplemental todisclosures ~~the~~of ~~operating~~cash ~~loss~~flow ~~and the inability to recognize an income tax benefit, there is no provision~~ information for ~~current or deferred federal or state income taxes for~~ the ~~years~~quarters ended ~~December~~March 31, ~~2009~~2011 and ~~2008.~~2010 is summarized as follows:

~~Deferred~~Cash ~~income~~paid ~~taxes~~during ~~reflect~~ the ~~net~~quarters ~~tax~~ended ~~effects~~March of31, 2011 ~~temporary differences between the carrying amounts of assets~~ and ~~liabilities~~2010 for ~~financial~~interest ~~reporting purposes~~ and ~~the amount used for federal and state~~ income ~~tax purposes.~~taxes:

~~The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2009 is as follows:~~ 2011 2010

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

Income Taxes $ --- $ ---

~~The~~ Interest $ ~~reconciliation~~--- $ ~~of income taxes computed at the federal statutory income tax rate to total income taxes as of December 31, 2009 and 2008 is as follows:~~---

	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	%

NOTE D—SEGMENT REPORTING

~~Because~~In ofJune 1997, the ~~Company’s~~Financial ~~lack~~Accounting Standards Board issued Statement of ~~earnings~~Financial ~~history~~Accounting Standards No. 131, ~~the~~“Disclosures ~~deferred~~about ~~tax~~Segments ~~asset~~of ~~has~~an ~~been~~Enterprise ~~fully~~and ~~offset~~Related Information.” byThis astatement ~~valuation~~requires ~~allowance. The~~companies ~~valuation~~to ~~allowance~~report ~~increased~~information ~~(decreased)~~about byoperating ~~approximately~~segments ~~$2,400~~in interim and ~~$4,700~~annual financial ~~for~~statements. ~~the~~It ~~years~~also ~~ended~~requires ~~December~~segment 31disclosures about products and services, ~~2009~~geographic areas and ~~2008~~major customers. The Company determined that it did not have any separately reportable operating segments as of March 31, 2011.

AsNOTE ofE—INCOME ~~December 31, 2009, the Company had a federal and state net operating loss carry forward in the amount of approximately $23,591, which expires in the year 2029.~~TAXES

~~NOTE~~Due ~~F—CAPITAL~~to ~~STOCK~~the operating loss and the inability to recognize an income tax benefit, there is no provision for current or deferred federal or state income taxes for the three months ended March 31, 2011.

~~The~~Deferred ~~Company~~income istaxes ~~authorized~~reflect tothe ~~issue~~net ~~100,000,000~~tax ~~common~~effects of ~~shares~~temporary atdifferences ~~$.0001~~between ~~par~~the ~~value~~carrying ~~per~~amounts ~~share~~of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

AsThe ofCompany’s ~~September~~total 30deferred tax asset, calculated ~~2010~~using federal and state effective tax rates, ~~the~~as ~~Company~~of ~~has~~March ~~the~~31, ~~following~~2011 ~~stock~~is ~~issued~~as follows:

DYP Enterprises, LLC 550,000

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

~~Garvin~~The ~~Investments,~~reconciliation ~~LLC 150~~of income taxes computed at the federal statutory income tax rate to total income taxes as of March 31,~~000~~ 2011 and 2010 is as follows:

Garvin Strategic Capital 300,000

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

~~The Company is authorized to issue~~ (10~~,000,000 preferred shares at $.0001 par value per share. As of September 30, 2010 the Company issued no preferred shares.~~)

~~NOTE~~FARALLON, ~~G – DEVELOPMENT STAGE COMPANY~~INC.

~~The~~NOTES ~~Company~~TO isTHE inUNAUDITED ~~the~~FINANCIAL development stage as of September 30, 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.STATEMENTS

~~NOTE~~FOR ~~H—SHAREHOLDER~~THE ~~LOAN/RELATED~~THREE ~~PARTY~~MONTHS ENDED MARCH 31, 2011

~~The~~NOTE ~~Company~~E—INCOME ~~has~~TAXES signed a promissory note with two related parties. The notes are demand notes bearing interest at 8% per annum. The outstanding balance as of September 30, 2010 was $29,921. The accrued interest not paid as of September 30, 2010 is $3,162...(CONT’D)

~~F-9~~Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by approximately $5,300 and $3,400 for the three months ended March 31, 2011 and 2010.

~~Item~~As 2.of ~~Management’s~~March ~~Discussion~~31, 2011, the Company had a federal and ~~Analysis~~state ornet ~~Plan~~operating loss carry forward in the amount of ~~Operation~~approximately $40,930, which expires in the year 2030.

~~Overview.~~NOTE F—CAPITAL STOCK

~~Farrallon,~~On ~~Inc~~Jan. ~~(“we”~~18th, ~~“us”~~2011, or the ~~“Company”)~~Board ~~was~~of ~~organized~~Directors of in the ~~State~~Company ofapproved ~~Nevada~~an onagreement ~~November~~among 13the Company, ~~2007. We~~its ~~are~~sole adirector, ~~developmental~~Bryan ~~stage~~Arthur ~~company~~ and ~~have~~Forest ~~not~~Garvin ~~generated any revenues to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange~~(Garvin), ~~merger,~~Garvin ~~reverse acquisition~~Strategic Capital, ~~asset~~LLC ~~acquisition or other similar business combination~~ (~~a “Business Combination”~~GSC) ~~with~~and anGarvin ~~operating~~Investments ~~or development stage business~~ (~~the “Target Business”~~GIL) ~~which~~whereas ~~desires~~Garvin, toGSC, ~~utilize~~and ~~our~~GIL ~~status~~would asreturn aall ~~reporting~~of ~~company under~~ the ~~Securities~~shares ~~Exchange Act~~ of ~~1934,~~common asstock ~~amended~~owned by ~~(the~~them ~~“Exchange~~450,000 ~~Act”). We~~shares ~~are~~and inforgive ~~the process of identifying~~ and ~~evaluating~~cancel ~~targets~~the ~~for~~entire aamount ~~Business~~due ~~Combination. We~~under ~~are~~all ~~not~~of ~~presently~~the ~~engaged~~promissory ~~in,~~notes ~~and~~issued ~~will~~by ~~not~~the ~~engage~~Company in, the ~~any~~principal ~~substantive~~amount ~~commercial~~of ~~business operations unless and until we consummate a Business Combination~~$4,000.

~~Our~~The ~~management~~Company ~~has~~is ~~broad~~authorized ~~discretion with respect~~ to ~~identifying~~issue ~~and~~1,000,000 common ~~selecting~~shares aat ~~prospective Target Business~~$. We0001 ~~have~~par ~~not~~value ~~established~~per ~~any specific attributes or criteria (financial or otherwise) for prospective Target Businesses~~share. Our sole officer and director has never served as an officer or director of a development stage public company with the business purpose of acquiring a Target Business. Accordingly, he may not successfully identify a Target Business or conclude a Business Combination.

~~Any~~As entity with which we may enter into a Business Combination is subject to numerous risks in connection with its operations. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of ~~development~~March ~~or growth~~31, ~~including entities without established records of sales or earnings~~2011, ~~we may be affected by numerous risks inherent in~~ the ~~business~~Company ~~and~~has ~~operations of financially unstable and early stage or potential emerging growth companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of~~ the ~~risks~~following stock attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess all significant risk factors.issued:

We DYP ~~expect that in connection with any Business Combination~~Enterprises, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely a significantly higher percentage) in order to ensure that the Business Combination qualifies as a tax-free transaction under federal tax laws. The issuance of additional shares of our capital stock will:LLC 550,000

·The ~~significantly~~Company ~~reduce~~is ~~the~~authorized ~~equity~~to ~~interest~~issue of10,000,000 preferred ~~our~~shares ~~stockholders~~at ~~prior~~$.0001 topar value per share. As of March 31, 2011 the ~~transaction;~~Company ~~and~~issued no preferred shares.

·NOTE ~~cause~~G a– ~~change~~DEVELOPMENT inSTAGE ~~control of our Company and likely result in the resignation or removal of one or more of our present officers and directors.~~COMPANY

~~Our~~The ~~management~~Company ~~anticipates~~is ~~that~~in the ~~Company~~development ~~will~~stage ~~affect~~as of ~~only~~March ~~one Business Combination~~31, ~~due~~2011 ~~primarily~~and to ~~our~~date ~~financial~~has ~~resources~~had ~~and~~no ~~the~~significant ~~dilution~~operations. Recovery of ~~interest~~the ~~for~~Company’s ~~present~~assets ~~and~~is ~~prospective~~dependent ~~stockholders~~on future events, the outcome of which is ~~likely~~indeterminable. toIn ~~occur~~addition, assuccessful acompletion ~~result~~ of ~~our~~the ~~management'~~Company’s ~~plan~~development toprogram ~~offer~~and its atransition, ~~controlling~~ultimately, ~~interest~~ to aattaining ~~Target~~profitable ~~Business~~operations inis ~~order~~dependent toupon ~~achieve~~obtaining aadequate ~~tax-free~~financing ~~reorganization. This~~to ~~lack~~fulfill ofits ~~diversification~~development activities ~~should~~and beachieving ~~considered~~ a ~~substantial~~level ~~risk~~of insales ~~investing~~adequate ~~in us because it will not permit us~~ to ~~offset~~support ~~potential~~the ~~losses~~Company’s ~~from~~cost ~~one venture against potential gains from another~~structure.

2(11)

~~Liquidity~~FARALLON, ~~and Capital Resources~~INC.

AtNOTES ~~September~~TO ~~30,~~THE ~~2010,~~UNAUDITED weFINANCIAL had a de minimus amount of cash on hand. Our existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months which we expect will comprise costs and expenses in connection with the preparation and filing of reports under the Securities Exchange Act, the identification and evaluation of targets and, possibly, in connection with consummating a Business Combination, and we will require funds therefor.STATEMENTS

ToFOR ~~date,~~THE weTHREE ~~have~~MONTHS ~~funded~~ENDED ~~our~~MARCH ~~operations through loans from our stockholders and~~31, as of September 30, 2010, we had borrowed an aggregate of $29,921 from them. Our stockholders have advised us that they expect to fund additional costs and expenses that we will incur through loans or further investment in the Company, as and when necessary. 2011

WeNOTE ~~cannot~~H—SHAREHOLDER 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."LOAN/RELATED PARTY

~~Results~~The Company has signed a promissory note with related parties. The notes are demand notes bearing interest at 8% per annum. The outstanding balance as of ~~Operations~~March 31, 2011 was $33,122. The accrued interest not paid as of March 31, 2011 is $4,745.

~~Since~~NOTE ~~our~~I ~~inception,~~—SUBSEQUENT we have not generated any revenues. We reported a net loss for the three and nine-month periods ended September 30, 2010 of $2,599 and $10,015, respectively and a net loss since inception of $33,606. The Company has used cash from operations of $30,021 since its inception, and has a negative working capital of $33,506 at September 30, 2010. Our expenses have consisted mainly of professional fees and interest expense.EVENTS

We On doApril ~~not~~8, ~~expect~~2011, tothe ~~engage~~Company, inBryan Arthur, ~~any~~the ~~substantive~~sole ~~activities~~officer ~~unless~~ and ~~until~~director ~~such~~of ~~time~~the asCompany ~~we enter into a Business Combination, if ever. We cannot provide investors with any assessment~~ as ~~to the nature~~ of asaid ~~Target~~date, ~~Business’s~~DYP ~~operations~~Enterprises orLLC, ~~speculate~~which asis towholly ~~the~~owned ~~status~~by ofMr. ~~its products or operations~~Arthur (“DYP”), ~~whether~~and atHope ~~the~~Medical ~~time~~LLC of(“Hope”) ~~the~~entered ~~Business~~into ~~Combination~~an itagreement ~~will be generating revenues or its future prospects.~~whereby:

~~Item~~ *DYP, 3.the ~~Quantitative~~sole ~~and~~owner ~~Qualitative~~of ~~Disclosures~~all ~~about~~of ~~Market~~the outstanding ~~Risk~~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;

~~Not applicable~~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;

~~Item 4(T)~~*Mr. ~~Controls~~Arthur ~~and~~resigned ~~Procedures.~~as the president of the Company, effective as of April 12, 2011;

~~Evaluation~~*The board of ~~Disclosure~~directors ~~Controls~~amended ~~and~~the ~~Procedures~~bylaws to increase the number of authorized directors of the Company to two persons

~~As of September 30, 2010, the Company’s management carried out an evaluation, under the supervision~~ and ~~with~~appointed ~~the~~Eric ~~participation~~Besenyei ofto ~~the~~fill ~~Company’s Chief Executive Officer, who is~~ the ~~Company’s~~vacancy ~~principal~~on ~~executive officer and principal financial officer, of~~ the ~~effectiveness~~board ofcreated ~~the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act)~~thereby, ~~pursuant~~effective toApril ~~Exchange Act Rule 13a-15. Based on such evaluation~~12, ~~the Company’s Chief Executive Officer has concluded that the Company's disclosure controls and procedures were effective.~~2011;

~~Changes~~*The inboard ~~Internal~~of ~~Controls~~directors appointed Eric Besenyei to serve as the president of the Company, effective April 12, 2011;

~~There~~*The ~~have~~Company ~~been~~sold no450,000 ~~changes~~shares inof common stock to Hope for an aggregate purchase price of $45; *Hope agreed to pay all costs and expenses of any kind or nature incurred by the Company’s ~~internal~~in ~~control~~connection ~~over~~with ~~financial~~its ~~reporting~~operations; ~~(as~~*Hope ~~defined~~agreed into ~~Rules~~cause ~~13a-15~~the ~~and~~timely ~~15d-15~~filing of all reports the Company is required to file under the Exchange Act) ~~during~~and ~~the~~to ~~three~~pay ~~months~~all ~~ended~~costs ~~September~~and ~~30,~~expenses ~~2010~~in ~~that~~connection ~~have~~with ~~materially~~such ~~affected,~~filing; orand ~~are~~*Hope ~~reasonably~~agreed ~~likely~~ to ~~materially~~diligently ~~affect,~~pursue the Company’s ~~internal~~business ~~control~~plan ~~over~~of ~~financial~~identifying ~~reporting~~and merging with or acquiring a target company.

3(12)

~~PART~~Item II2. —Management’s ~~OTHER~~Discussion ~~INFORMATION~~and Analysis or Plan of Operation.

~~Item 1. Legal Proceedings.~~Overview

~~The~~Farrallon, Inc. (“we”, “us” or the “Company”) iswas ~~not~~organized in the State of Nevada on November 13, 2007. We are a ~~party~~developmental tostage company and have not generated any ~~legal~~revenues ~~proceeding~~to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, reverse acquisition, asset acquisition or ~~litigation~~other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target”) which desires to utilize our status as a reporting company under the Exchange Act.

~~Item~~The 1ACompany voluntarily filed a registration statement on Form 10 with the U.S. ~~Risk~~Securities ~~Factors~~and Exchange Commission (the “SEC”) on February 19, 2008, and since its effectiveness, the Company has focused its efforts on identifying a possible Target for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and until we consummate a Business Combination. Our fiscal year ends on December 31.

~~Smaller~~Based ~~reporting~~on our business activities, the Company is a “blank check” company. The SEC defines those companies ~~are~~as ~~not~~“any ~~required~~development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to ~~provide~~merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the ~~information~~sale ~~required~~of bysecurities ~~this~~of ~~item~~“blank check” companies in their respective jurisdictions. In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “shell company” which is defined, as a 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 will be deemed to be a “reverse acquisition” or “reverse merger.”

~~Item~~Our 2management has broad discretion with respect to identifying and selecting a prospective Target. ~~Unregistered~~We ~~Sales~~have not established any specific attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served as an officer or director of ~~Equity~~a ~~Securities~~development stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management engages in other business activities and ~~Use~~is not obligated to devote any specific number of ~~Proceeds~~hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.

(We cannot assure you that we will be successful in concluding a~~) During~~ ~~the~~Business ~~three~~Combination. ~~months~~We ~~ended~~will ~~September~~not ~~30,~~realize ~~2010~~any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that the Company ~~did~~will ~~not~~achieve ~~issue~~long-term or immediate short-term earnings from any ~~securities~~Business Combination.

~~(b) Not~~Any ~~applicable~~entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of such companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

~~(c)~~We ~~During~~expect ~~the~~that ~~three~~in ~~months~~connection ~~ended~~with ~~September~~any 30Business Combination, ~~2010,~~we ~~neither~~will issue a significant number of shares of our common stock (equal to at least 80% of the ~~issuer~~total ~~nor~~number ~~any~~of ~~"affiliated~~shares outstanding ~~purchaser~~after giving effect to the transaction and likely," asa ~~defined~~significantly higher percentage) in ~~Rule~~order ~~10b-18(~~to ensure that the Business Combination qualifies as a~~)(13),~~ ~~purchased~~“tax ~~any~~free” ~~shares~~transaction orunder ~~other~~federal ~~units~~tax oflaws. ~~any~~The ~~class~~issuance of ~~the~~additional ~~issuer's~~shares ~~equity~~of ~~securities.~~our capital stock will:

~~Item~~• 3.significantly ~~Defaults~~reduce ~~Upon~~the ~~Senior~~equity ~~Securities.~~interest of our stockholders prior to the transaction; and

~~None~~• cause a change in control in our Company and likely result in the resignation or removal of our officer and directors as of the date of the transaction.

~~Item 4.~~ (~~Removed and Reserved~~13)

~~Item~~Our 5management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target in order to achieve a tax-free reorganization. ~~Other~~This ~~Information~~lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.

(The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing Exchange Act reports, investigating and analyzing Targets and consummating a) ~~None~~Business Combination. We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management or other investors. As of March 31, 2011, the Company had $77 in its treasury. There are no assurances that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.

~~(b)~~Liquidity ~~The~~and ~~Company~~Capital ~~has not adopted any procedures by which security holders may recommend nominees to the registrant's board of directors.~~Resources

~~Item~~At 6March 31, 2011, we had total assets of $77, consisting exclusively of cash. ~~Exhibits~~This compares with total assets of $77 at December 31, 2010, our fiscal year end. At March 31, 2011, the Company had current liabilities of $45,186 compared with current liabilities of $40,907 at December 31, 2010, in each case, comprised of amounts owed to stockholders and accrued expenses.

~~Index~~Our existing cash reserves will not be sufficient to ~~Exhibits~~cover our operating costs and expenses over the next twelve months.

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
32.1*	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

To date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary. However, our stockholders are under no obligation to provide such funding.

* PursuantThe tofollowing ~~Commission~~is ~~Release~~a ~~No. 33-8238,~~summary ~~this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part~~ of ~~such report for purposes of Section 18 of~~ the ~~Securities~~Company's cash ~~Exchange~~flows ~~Act~~provided ofby ~~1934,~~(used asin) ~~amended,~~operating ~~or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended,~~ and ~~this~~financing certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. activities:

	Three Months Ended March 31, 2011		Three Months Ended March 31, 2010		For the Cumulative Period from November 13, 2007 (Inception) to March 31, 2010
Net Cash Used in Operating Activities	$	4,332	$	33	$	33,145
Net Cash Provided by Financing Activities	$	4,332	$	100	$	33,222
Net Increase (Decrease) in Cash and Cash Equivalents	$	—	$	67	$	77

~~SIGNATURES~~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, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.

~~Pursuant~~Results ~~to the requirements~~ of ~~the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.~~Operations

		FARRALLON, INC.
Date: November 16, 2010	By:	/s/ Bryan Arthur
	Name:	Bryan Arthur
	Title:	President, Principal Executive Officer and Principal Financial Officer

Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues. We reported a net loss for the three months ended March 31, 2011 of $4,279, compared to a net loss of $471 for the comparable 2010 period, and have suffered a net loss since inception of $45,209. At March 31, 2011, we had a working capital deficit of $45,109 compared to $40,830 at March 31, 2010. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.

5We do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assessment as to the nature of a Target’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.

Forward Looking Statements

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2011, the Company’s management carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer, who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. As a result of our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as of December 31, 2010 and which remained extant as of the close of the period covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2011.

The weaknesses in our disclosure and procedures encompassed weaknesses in certain elements of our internal control over financial reporting (ICFR) that our subsumed within our disclosure controls and procedures. A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The specific weaknesses relate to elements of our ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and comprise the following:

. •	We did not maintain effective controls over the control environment.
. •	We did not maintain effective controls over financial statement disclosure.
. •	We did not maintain effective controls over financial reporting.
. •	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.

We believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, resource constraints and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. Further, 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

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Reserved)

Item 5. Other Information.

As previously reported in a Current Report on Form 8-K as filed 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 as of said date, 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 sold 450,000 shares of common stock to Hope for an aggregate purchase price of $45;
	Hope agreed to pay all costs and expenses of any kind or nature incurred by the Company 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; and
	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.

Item 6. Exhibits.

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31

32.1*	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

		FARRALLON, INC.
Date: May 16, 2011	By:	/s/ Eric Besenyei
	Name:	Eric Besenyei
	Title:	President, Principal Executive Officer and Principal Financial Officer

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