UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549










FORM
10-K





x
            Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


For the
fiscal year ended December 31, 2009





 ̈
            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 000-53806





CULLEN
AGRICULTURAL HOLDING CORP.


(Exact
Name of Issuer as Specified in Its Charter)





Delaware
              (State
      of Incorporation)
            27-0863248
              (Issuer
      I.R.S. Employer I.D. Number)





320
      East Clayton Street, Suite 514
                Athens,
      Georgia
                (Address
      of principal executive offices)
              30601
                (zip
      code)





(646)
240-4240


(Issuer’s
Telephone Number, Including Area Code)





Securities
registered pursuant to Section 12(b) of the Act:





None





Securities
registered pursuant to Section 12(g) of the Act:





Common
Stock, $.0001 par value per share


Warrants
to purchase shares of Common Stock










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  ̈  No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes  ̈  No
x





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





Indicate
by check mark if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-K contained in this form, and no disclosure will be
contained, to the best of the 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.x





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 definition of “accelerated filer” and “large accelerated
filer” in Rule 12b-2 of the Exchange Act (Check one).


Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer x
            Smaller
      reporting company  ̈(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).  Yes  ̈  No
x





The
registrant has not had a completed second fiscal quarter.  As of
December 31, 2009, the aggregate market value of the common stock held by
non-affiliates of the registrant was approximately $9,530,745.





As of
March 31, 2010, there were 19,255,714 shares of Common Stock, $.0001 par value
per share, outstanding.





Documents
incorporated by reference: None.









CULLEN AGRICULTURAL HOLDING CORP.


FORM
10-K


TABLE
OF CONTENTS





PART
      I
                                
                                1ITEM
      1.
                                BUSINESS
                                1ITEM
      1A.
                                RISK
      FACTORS
                                11ITEM
      1B.
                                UNRESOLVED
      STAFF COMMENTS
                                18ITEM
      2.
                                PROPERTIES
                                18ITEM
      3.
                                LEGAL
      PROCEEDINGS
                                18ITEM
      4.
                                [REMOVE
      AND RESERVE]PART
      II
                                
                                19ITEM
      5.
                                MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                                19ITEM
      6.
                                SELECTED
      FINANCIAL DATA
                                19ITEM
      7.
                                MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                                21ITEM
      7A.
                                QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                                27ITEM
      8.
                                FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                                27ITEM
      9.
                                CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                                27ITEM
      9A(T).
                                CONTROLS
      AND PROCEDURES
                                28ITEM
      9B.
                                OTHER
      INFORMATION
                                29PART
      III
                                
                                30ITEM
      10.
                                DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                                30ITEM
      11.
                                EXECUTIVE
      COMPENSATION
                                36ITEM
      12.
                                SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                                44ITEM
      13.
                                CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                                47ITEM
      14.
                                PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                                50PART
      IV
                                
                                50ITEM
      15.
                                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                                50




i




PART
I




ITEM 1.
            BUSINESS.




Introduction




Cullen
Agricultural Holding Corp. (the “Company”) was incorporated in Delaware on
August 27, 2009. References herein to “we,” “us” or “our” refer to the
Company.




We are a
development stage company. Our principal focus is to use our intellectual
property in forage and animal sciences to improve agricultural yields. To date,
we have not generated any revenue and will not do so until we have sufficient
funds to implement our business plan described below.




Corporate
History




We were
formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp.
(“Triplecrown”), a blank check company. CAT Merger Sub, Inc. (“Merger Sub”), a
Georgia corporation, was incorporated as our wholly-owned subsidiary on August
31, 2009. We were formed in order to allow Triplecrown to complete a business
combination (the “Merger”) with Cullen Agricultural Technologies, Inc. (“Cullen
Agritech”), as contemplated by the Agreement and Plan of Reorganization (the
“Merger Agreement”), dated as of September 4, 2009, as amended, among
Triplecrown, our Company, Merger Sub, Cullen Agritech and Cullen Inc. Holdings
Ltd. (“Cullen Holdings”). Cullen Agritech was formed on June 3, 2009. Cullen
Agritech’s primary operations are conducted through Natural Dairy Inc., a wholly
owned subsidiary of Cullen Agritech. Cullen Holdings is an affiliated entity
controlled by Eric J. Watson, our Chief Executive Officer, Secretary, Chairman
of the Board and Treasurer and, prior to the Merger, was the holder of all of
the outstanding common stock of Cullen Agritech.




Pursuant
to the Merger, (i) Triplecrown merged with and into the Company with the Company
surviving as the new publicly-traded corporation and (ii) Merger Sub merged with
and into Cullen Agritech with Cullen Agritech surviving as a wholly owned
subsidiary of the Company. As a result of the Merger, the former security
holders of Triplecrown and Cullen Agritech became the security holders of the
Company. Thus, the Company became a holding company, operating through its
wholly-owned subsidiary, Cullen Agritech. The Merger was consummated on October
22, 2009.




As of the
closing of the Merger (the “Closing”), the former shareholders of Triplecrown
had an approximate 18% voting interest in the Company and Cullen Holdings had an
approximate 82% voting interest in the Company. The Merger has been accounted
for as a reverse merger accompanied by a recapitalization of the Company. Under
this accounting method, Cullen Agritech is considered the acquirer for
accounting purposes because it has obtained effective control of the Company as
a result of the Merger. This determination was primarily based on the following
facts: Cullen Holdings’ retention of a majority voting interest in the Company;
and Cullen Holdings’ senior management serving as the senior management of the
Company. Under this method of accounting, the recognition and measurement
provisions of ASC 805, “Business Combinations” (“ASC 805”), do not apply and
therefore, the Company will not recognize any goodwill or other intangible
assets based upon fair value or related amortization expense associated with
amortizable intangible assets. Instead, the share exchange transaction utilizes
the capital structure of the Company with Cullen Agritech surviving as a
subsidiary and the assets and liabilities of Cullen Agritech are recorded at
historical cost.


1




Business
Strategy




Our
principal focus is to use our intellectual property in forage and animal
sciences to improve agricultural yields. Cullen Agritech was formed to develop,
adapt and implement grazing-based farming systems in regions of the world where
the geophysical and climatic conditions are suitable for a pasture-based model.
However, while the potential for the pasture or grazing model is significant in
many of the world’s developed and developing economies, the systems are highly
specific and require significant adaptation and modification to be successful.
The construction of a robust management framework is essential to deploy the
systems effectively in regions of the world where unique sets of geophysical,
climatic and social conditions exist. Specifically, Chile, China, Uruguay, the
United States and parts of Eastern Europe fit this criteria.




We have
identified the global dairy industry as a primary opportunity in which our
systems can be applied to improve yields on land and drive cost-base
efficiencies. Accordingly, in connection with the Merger, we acquired
approximately 3,300 acres of farmland in the State of Georgia that we believe is
suitable for the use of our proprietary farming system. We intend to begin
utilizing this property once we have sufficient capital to acquire the necessary
livestock and supplies for the farmland. We have entered into an agreement to
purchase up to 350 cows with Struve Technologies, Inc. (“Struve”), the closing
of which is expected to take place in May 2010. We intend to purchase additional
cows over the next 12 months as capital becomes available. Natural Dairy intends
to utilize the farmland to produce Class I raw milk for the liquid market in the
Eastern Seaboard and it will strive to produce milk that is of the highest
quality in conformation with food safety standards. Natural Dairy intends to use
a majority of crossbred cows that have a higher milk solid content (butter fat,
protein and lactose) than US Holsteins which we believe will consistently
produce milk which will exceed the 3.5% butter fat standard for Class I milk.
Natural Dairy will not use the Bovine Growth Hormone to produce its milk.
Natural Dairy milk should receive Class I (fluid) milk grading and pricing with
its high butter fat content, low somatic cell and bacteria counts. As a result
of its milk production operations, Natural Dairy will also be generating revenue
from the sale of livestock. This could take various forms, including, but not
limited to the sale of surplus livestock as well as the sale of livestock that
will be strategically culled as part of a herd management program. The Company
is also considering utilizing a portion of the land for the production of
pasture-finished beef products.




In
addition to the planned operation of our farmland, we intend to offer a range of
farm management and technology services such as forage techniques and genetics
and feed management strategies that are designed to help improve the
productivity and profitability of food animal production. While we specialize in
grazing systems and pasture technologies, products and services can be provided
for the traditional confinement-based dairy farm operator to integrate one or
more grazing technologies into their operations or refine their feed and animal
management strategies to improve profitability within a confinement
system.




We are
working with producers, industry leaders and governments to improve the economic
and environmental sustainability of food animal production. This includes whole
farm management plans and feasibility studies, feed production, storage and
feeding strategies, genetic improvement and rearing of replacement stock and
engineering waste management solutions.


2




Intellectual
Property




Upon
consummation of the Merger, we acquired the intellectual property that makes up
our proprietary farming system. Our intellectual property includes all
constituent components of the proprietary farming system (including forage
growth and yields, animal genetics and milking systems) that has been developed
by adapting established grazing science, processes, technology and genetics to
liquid milk production in the Southeastern United States.




Although
we may seek to register this intellectual property at a later date, none of the
intellectual property is currently registered. In the absence of registration,
protection of the intellectual property will be afforded by the scientifically
advanced nature of the information subsisting in the proprietary system. This
complexity means our system could not be readily imitated or adopted by current
or future market participants. We will seek to protect our intellectual property
by using a combination of trademark, patent and trade secrets laws, licensing
and nondisclosure agreements and other security measures.




Key
Components to Cullen Agritech’s Pasture-Based Farming System




Our first
proprietary farming system is applicable to the United States dairy industry and
has the potential to significantly increase yields on land in the Southeastern
United States. This system is based on a grazing-based farming model, whereby
dairy cows are primarily fed a renewable pasture resource as opposed to a
corn-based feed. We believe that with time, effort and resources the
intellectual property can be adapted for implementation in markets beyond the
Southeastern United States. Key components to the farming system are as
follows:




Farm Selection and Design:The pasture-based farming system requires land with specific
characteristics. These characteristics include key soil properties and base
fertility suitable for high quality forage crop production. It also requires
contiguous blocks with shapes that minimize walking distances of grazing animals
and a high proportion of clear irrigated crop acres that enable the system to
achieve its optimum production efficiency. The farming system intellectual
property includes paddock designs that provide a high level of control over the
pasture feed resource – allowing many different varieties of pasture to be grown
and various different rates throughout the year. Paddock area and layout is a
fundamental tool that enables pasture to be accurately allocated to meet the
nutritional demand of the livestock. Paddocks and lanes are also designed to
minimize walking distances to and from the milk harvesting system and enable
efficient irrigation of grazed acreage and cooling of livestock in the summer.
Water reticulation and stock watering systems are also designed to ensure that
milking cows receive adequate fresh water to each paddock. In addition, nutrient
management plans are produced for each system so that they meet environmental
regulations. The farming system intellectual property incorporates the knowledge
and understanding of the above elements that are required to successfully
identify and convert land into a successful pasture-based dairy.




We have
identified over 40,000 effective acres (farmable acres, typically 75-80% of the
property) suitable for deployment of the pasture-based farming systems which may
be acquired and developed as capital availability allows. These sites are
primarily located in the State of Georgia and have access to an ample supply of
high quality water. Engineers and other contractors have been identified to
complete the conversion of land as well as manufacturing companies for the
installation of sheds and milking systems. Livestock required to stock the
potential farms is also being identified through multiple breeders. In
connection with the Merger, we acquired approximately 3,300 acres of farmland in
the State of Georgia that we believe is suitable for the use of our proprietary
farming system. We intend to begin utilizing this property once we have
sufficient capital to acquire the necessary livestock and supplies for the
farmland. We have entered into an agreement with Struve to purchase 350 cows and
intend to purchase additional cows over the next 12 months. As additional
capital becomes available to us, we will also begin to attempt to acquire more
acreage and deploy our pasture-based farming system on such
acreage.


3




Pasture Sciences:The farming
system incorporates a proprietary pasture production strategy that optimizes
annual cow feed supply and milk production through an integrated mix of
different pasture crop species and varieties, and management thereof. The system
incorporates a matrix of summer and winter active species that provide a
year-round supply of quality forage. The different pastures are designed to
achieve the desired quantitative and qualitative traits, including provision of
sufficient energy, protein, and trace elements to the livestock to ensure a
targeted milk production is achieved. The intellectual property includes a
detailed understanding of pasture inventory methodologies such as indirect
pasture assessment technologies, feed budgeting and pasture wedge construction
for the specific forage species used in the system. This allows efficient
utilization of the pasture resource and can identify where supplemental feeds
are required to address any quantitative or qualitative deficiency in the
pasture. The intellectual property delivers the knowledge and understanding of
the pasture production strategy including the management tools required to
manage it on a day to day basis. Without this understanding, an efficient
pasture-based production system cannot be achieved. In addition,
pasture-specific fertilization and irrigation strategies are also a key
component of the farming system intellectual property. Soil moisture sensors are
planned to be installed to ensure that irrigation is used optimally to achieve
maximum plant growth rates for the specific crop species. To complement this,
the intellectual property delivers an understanding of fertilizer application
strategies, which are used to ensure that soil fertility is not limiting forage
growth.




Animal Genetics, Breeding &
Health:The farming system intellectual property includes an
understanding of animal management systems and genetic selection criteria to
compliment the pasture-based grazing model. The farming system intellectual
property incorporates an understanding of key selection criteria to optimize cow
type for grazing. These traits include body size and conformation aspects that
improved structural health, lower feed requirements for body maintenance, and
improved tolerance to environmental extremes (heat and cold). Animals are
selected for improved conception rates and maternal traits to increase calf
numbers, reduce culling due to reproductive failure and ensure seasonal calving.
The environment where the farming system is deployed has hot summers where
production is affected if tolerance to heat is not included as a breeding
objective. The intellectual property delivers an understanding of specific
strategies for identifying heat tolerant animals and building this trait more
quickly into the herd. These strategies include low pressure misting lines on
center pivot irrigators to cool cows in the summer months as well as mister and
sprinkler systems in the milking parlor to further lower body temperature in the
summer. Specific milk harvesting strategies such as timing of the milking
process have been developed to maximize milk production and cow comfort during
milking.




Genetic
selection pressure is also driven towards animals that have greater efficiency
in the conversion of cellulosic plant (forage-based) diets into milk. Genetic
improvement programs are planned be further enhanced with the use of automated
animal management systems with radio frequency ID tags that individually track
animal performance, feeding, and health status, and allow animals to be selected
on these criteria. The understanding of these genetic-selection criteria, which
is a key component of the intellectual property, will enable rapid development
of livestock lines that are ideally adapted to pasture based production in the
Southeast US environment.


4




Farm Management:In addition
to the pasture management strategies and breeding and culling programs, the
pasture-based farming system is designed around significant labor, herd
management and waste management efficiencies. The intellectual property includes
an understanding of how to maximize the speed and efficiency of the milking
systems, which, if used correctly, can allow two people to milk up to 500 cows
per hour, greatly reducing labor requirements and waste production. Animal
management systems such as fencing, lanes and yards allow animals to be quickly
moved to various pasture crops on the farm and brought in for milking twice a
day with little labor required. The fencing and stock water systems also allow
the animals to be allocated variable amounts of pasture feed as needed by the
movement of herds between pasture blocks as well as the use of temporary
electric fencing. A key component of the farming system intellectual property is
an understanding of how to execute this movement of the herds on a daily basis
in order to maximize the pasture utilization. The herd management systems also
allow the separate management of different herds in their contemporary groups by
calving season, age structure, and production targets enabling differential
feeding to individual groups as their status requires. The understanding and
management of such systems is critical in order to achieve the expected
operational efficiencies that a pasture-based system can deliver. Effluent
management systems quickly and efficiently recycle waste water by reapplication
back onto the pasture using a holding sump, pump and traveling irrigator system
designed for grazing systems, eliminating the need for any storage of animal
waste, as is necessary in confinement animal operations. The effluent applied
over a relatively large land base becomes a valuable source of fertilizer rather
than a costly waste product with a significant risk of environmental
contamination.




Systems & Training: Day
to day management of the farms is critical to success. Therefore, highly trained
farm managers who are skilled in grazing management, pasture crop production and
animal sciences will need to be trained. As explained, the system includes
various specific requirements including detailed management processes such as
those associated with pasture production, culling strategies, herd management
and effluent management systems. Therefore, an accurate understanding how to
communicate and train the key day to day farm managers will be essential to
efficiently run a large pasture-based dairy operation. A key part of the
intellectual property includes the understanding of how to train and manage the
farm management staff to ensure the key performance criteria are
achieved.




Testing
of Cullen Agritech’s Farming System




During
2008 and 2009, our intellectual property was tested on several research farms.
This testing was led by Dr. Richard Watson, the Company’s Chief Scientific
Officer and director. None of the testing procedures or results have been
independently verified by a third party.


5




Forage
Systems




The
research farm conducted forage variety and species testing on both a ‘small
plot’ and whole farm scale to determine key forage characteristics such as dry
matter (yield) growth profiles by month, nutrient content (energy and crude
protein), persistence under grazing and compatibility with other forage species.
Species evaluated include C4 perennials such as Bermuda Grass (Cynodon dactylon), several C4
annual species such as Millet and Sudangrass, C3 annual and perennial temperate
grasses and legumes, as well as perennial herbs such as chicory. Monthly samples
were collected from the replicated small plots to analyze dry matter growth
(pounds of dry matter per acre per day), metabolizable energy and crude protein.
The ‘small plot’ trials are in a ‘replicated complete block design’ according to
strict scientific rigor that is embedded within larger pastures on the research
farm. These plot trials allow the simultaneous evaluation of many species and
forage varieties in a common environment, across a range of key parameters. The
larger whole paddock and farm systems trials were a phase 2 follow-on from the
small plot work where the most promising candidates can be assessed on a larger
scale.




The
results of these trials provided us with a nutritional and growth profile
database of many forage crop species and varieties. This database has been used
to create a forage species matrix that provides a best fit solution to the
nutritional (qualitative) and dry matter (quantitative) requirements of the
dairy herd. Such research and development strategies will continue to be used to
develop and evaluate new forage species as they become available through
commercial breeding programs and from within our own breeding
collaborations.




Animal
Genetics and Type Evaluations




The
research farm acquired livestock across a range of breed types and calving
seasons. Detailed records have been kept on productivity (milk yield),
reproductive performance (conception rate to artificial insemination and natural
mating), health, body condition and heat tolerance. Analysis of these records
has resulted in the development of a livestock strategy that will complement the
forage strategy and produce the desired performance both on a production and
cost basis. The key findings indicated that USA Holsteins are less suitable for
the pasture-based farming systems than Holstein / Jersey crosses and purebred
Jersey breeds. The ideal calving season to make most effective use of grown
forage and minimize environmental stress on the cow is to have herd calving
seasons in the spring and autumn and in particular avoid trying to calve and
mate in the summer when heat adversely affects both production and reproductive
performance in the cow. Specific mating systems and seasonal calving strategies
are a key differentiator of a pasture-based system when compared to a
traditional, confinement dairy system. The results of such testing allowed us to
develop strategies which are instrumental to the intellectual property including
those surrounding species selection, culling programs and reproduction
management strategies.




Supplemental
Feed Inputs




The
prevalence of United States genetics in the herd required that supplemental feed
input analysis be undertaken to assess what feed levels and feed formulations
were necessary to complement a pasture-based diet. This analysis is required in
order to achieve the targeted stocking rates while maintaining a feed plan that
will deliver sufficient energy to the livestock. The use of supplementary feeds
is contrary to a New Zealand-based system where it would not be unusual for
there to not be any supplemental feeding strategy utilized. Led by Dr. Watson,
we undertook a close examination of energy and trace element intake, which is
required to ensure that a complete diet is fed to the livestock to meet the
nutritional requirements for body maintenance and milk production.




6




Results
of this work have indicated that a pasture only diet is not possible with a 100%
United States genetic base. The research has resulted in the development of a
specific supplemental feeding strategy which incorporates between 25% and 30%
concentrated corn-based feed. An understanding of how to manage this
supplemental feeding strategy on a day to day basis, in response to monitoring
forage development and key performance indicators such as production per cow, is
also core to the intellectual property that has been developed through this
research. Such a strategy must be included in the overall system to balance
energy and mineral requirements of the milking animal. From this data, a genetic
improvement program has been developed that will look to increase the proportion
of Jersey and Jersey crosses and incorporate smaller framed New Zealand Holstein
genetics into the herd to improve reproductive performance and feed efficiency
on a pasture-based system.




Nutrient
Management




The
research farm has undertaken studies to evaluate the environmental impact of the
pasture based system and associated effluent management processes. Serial soil
analyses have been used to track the profile of key nutrients and organic matter
in the soil including nitrates, phosphate and potassium and carbon
sequestration. Results to date indicate that the system developed on the
research farms delivers no nutrient loading, an improvement in nitrogen
fertilizer use efficiency over row crop production and an improvement in soil
physical properties (organic matter, and structure). It is anticipated that
these trials will identify key areas where pasture based animal production has
significant environmental advantages.




Research
has been undertaken to quantify the impact of animal waste production and
management in the grazing system. We have worked closely with Land Grant
Universities and State Departments of Agriculture to quantify waste management
parameters and implement policy changes that reflect the improvements of the
grazing system over the confinement feeding systems.




Competitive
Strengths




Key
Cullen Agritech personnel have extensive experience in improving yields through
applying pasture based farming techniques




Significant
time and resources have been invested by our key personnel, including Dr.
Richard Watson, a member of our board of directors and the Chief Scientific
Officer of Natural Dairy, in developing the necessary capabilities to deploy our
pasture-based technologies. Dr. Watson has an extensive background in pastoral
science and technology, from the laboratory to commercialization and industry
application of technologies. Dr. Watson is supported by Dr. Todd White, Cullen
Agritech’s Farming Systems Technical Manager, who, prior to joining the Company
on January 1, 2010, was a senior scientist at AgResearch in New Zealand. During
his time at AgReseach, Dr. White led research and development programs utilizing
and improving pasture-based animal production and biophysical ecosystem models.
Prior to joining AgResearch, Dr. White spent three years in a post-doctoral
forage research position at Iowa State University.




We have
also assembled an experienced group of pastoral scientists and dairy science
industry participants to serve on our advisory board to further enhance our
position as an innovative technology company with the ability to bring efficient
pasture-based production systems to the agricultural community in the United
States. The members of our advisory board have access to embryo, semen and
genetic screening technologies (SNP-chip) that may accelerate genetic
improvement and deployment of these lines in the United States dairy
industry.


7




Tested
model through research farms developed by key Cullen Agritech personnel to
provide cost advantages




Our
proprietary farming system was developed and tested on research farms in Girard,
Georgia. These farms were established to develop and test the proprietary
grazing system that Natural Dairy plans to roll-out in the Southeastern United
States. Although we do not own these research farms, we own all the intellectual
property associated with the farming system developed on these farms. The first
research farm began producing milk in March 2008. During 2008, it was used to
refine and develop the farming system. This research was focused on the
development of a pasture crop system that maximized the production and
utilization of grown pastures. Breeding and calving season trials have been
conducted to optimize the relationship between feed grown on farm and the feed
demand of the herd. During 2009, the farming system was refined and has achieved
favorable production cost results, proving the efficiency of the
system.




Forage
based system provides lower cost per hundred pounds (“cwt”) of dairy
production:




The cost
of producing milk will vary greatly depending on the region, the exact
management practices and quality of farmers. For a majority of dairy farmers,
the high dependence on the use of corn-based concentrate as a feedstock results
in a high cost base. The use of pasture as a replacement for corn-based
concentrate in our model reduces this expense, creating a much more
economically-sustainable cost structure. Our model will also be less labor
intensive and is more likely to have reduced animal health costs due to
healthier and less confined conditions.




The chart
below depicts the cost structures of various dairy farm operating models. The
New Zealand pasture-based grazing model has generally operated at $8.00-$10.00
per cwt cost levels. Given the research and development completed to date,
Natural Dairy’s management believes that a cost structure as low as $10.00 per
cwt is achievable in the long term. In comparison, the traditional United States
confinement based model operated at an average of $19.10 per cwt during 2007 and
2008 ($20.02 per cwt for the US Southern Seaboard region).











Chart 7
Cost Comparison of Different Farming Models


Source:
United States Department of Agriculture (“USDA”), Cullen Agritech
Management




Natural
Dairy is strategically located in a region of high demand coupled with a
shortage in supply




Natural
Dairy’s roll-out will be focused in the Southeastern United States where there
is currently a shortage in the supply of fresh liquid milk. In addition, the
United States represents the third largest liquid milk market in the world, a
large proportion of which is represented by the Eastern Seaboard. Natural Dairy
will be strategically positioned to help fill that supply gap and produce milk
for this market, which is currently undersupplied.


8




Efficient
production per cow




We intend
to utilize pasture production systems that optimize seasonal qualitative
attributes of the pasture to best match the energy demands of its herds. Under
these systems, the cow is provided sufficient nutrients to meet her needs for
body maintenance and milk production. We intend to employ energy balances (the
difference between the energy gained from feed intake and the energy expenditure
associated with different physiological functions such as maintenance, milk
production, pregnancy, and growth) to ensure that the cows are fed enough
pasture to achieve the highest possible production targets in the most cost
effective manner. Management believes this level of feed management sets us
apart from other grazing operations in the USA.




Cullen
Agritech’s system will result in healthier livestock and increased
longevity




The
common United States dairy industry cow is the US Holstein. Our model is suited
to smaller framed livestock such as Jersey/Holstein cross-breeds or a Friesian
Holstein. These breeds of livestock generally have longer productive lives than
a typical US Holstein, which is further lengthened by the healthier conditions
associated with our pasture-based farming system which we own. This longevity is
expected to result in reduced livestock culling rates and additional revenue
from surplus livestock sales. Livestock managed under the system are also likely
to have fewer health issues due to increased exercise and exposure to cleaner,
less confined living conditions. As a result animals are healthier and the speed
at which infection can spread throughout a herd is reduced. This, in turn,
results in increased longevity as well as reduced health-related operating
expenses on the farms.




Reduced
labor costs




We will
utilize milking systems which are custom made to maximize efficiency and
minimize labor costs. This technology, combined with a unique and efficient farm
design and management strategy, results in reduced labor costs, further reducing
the cost of production under the system that we will utilize.




Potential
to achieve higher pricing in the future




Management
believes the demand for naturally produced food animal products is increasing as
the population’s concern with how their food is produced increases. General
awareness of the animal ethics and human health benefits of the grazing-based
production system have also grown. For instance, a USDA survey showed that 48%
of United States consumers now recognize “Grass-fed” as a brand.




Products
from animals fed on a pasture dominant diet have been found to contain higher
levels of a number of naturally occurring metabolites that have proven human
health benefits. The fermentation of the pasture diet in grazing animals by
rumen bacteria create higher levels of conjugated linoleic acid (CLA), omega-3
and 6 fatty acids and vitamins A and E in the milk. Production of these
qualities in milk produced by confinement cows is reduced by the heavy-starch
grain diet, which reduces the formation of these beneficial fermentation
products.


9




Currently,
there is a small but rapidly growing market for grass-fed or pasture-fed beef
products. However, grass-fed milk products are limited due to dominance of the
confinement model and the lack of producers who have the technical knowledge to
produce milk on pasture year round.




Natural
Dairy has the ability to produce grass-fed milk year round in selected markets.
Further, expected milk production levels may in the future result in
availability of separate processing, with Natural Dairy’s grass-fed milk being
processed separately from other milk. However, Natural Dairy milk will be
initially sold as standard milk along with milk from confinement production.
This means it will not initially receive premium pricing for its milk products
on the basis of its “grass-fed” product. The Company is also exploring the
ability to produce grass-fed beef products, which also could be sold for a
premium in the marketplace.




Strategic
agreements and relationships allow for efficient large scale rollout of pasture
based system




As
described in more detail below, Cullen Agritech entered into a strategic
cooperation agreement with New Zealand Agritech, Inc. (“NZ Agritech”), New
Zealand’s national representative body for agricultural technology companies
operating in New Zealand, to promote the interests of NZ Agritech and its
members. Cullen Agritech will assist members of NZ Agritech to mitigate barriers
of market entry and provide the opportunity to realize potential growth in
various markets. This alliance reflects an important connection to participants
of New Zealand’s agricultural technology industry and enables us to offer its
customers the benefit of our advanced technologies.




We
believe that this and other potential strategic relationships will help to build
our business and operations.




Joint Venture Opportunities




Our
business encompasses a broad exposure to third parties operating within the
agricultural science industry, including those which have developed or that
otherwise promote products and/or technologies that compliment our business
objectives. A number of these third parties are seeking to expand into markets
in which we will undertake business activities. Management believes that we are
positioned to partner with such third parties to assist with market entry and
that joint venture opportunities exist in respect to product and technology
adaptation services, in addition to potential marketing
arrangements.




On August
11, 2009, Cullen Agritech entered into a strategic cooperation agreement with NZ
Agritech. Pursuant to the agreement, Cullen Agritech will assist members of NZ
Agritech to mitigate barriers of market entry and provide the opportunity to
realize the potential growth in various markets. NZ Agritech in turn will
actively promote to its members its alliance with Cullen Agritech. Accordingly,
this relationship with NZ Agritech presents Cullen Agritech with the opportunity
to enter joint ventures and strategic alliances with New Zealand companies
offering innovative products and technologies which promote efficient farming
systems, including those seeking assistance with adaptation to the Southeastern,
United States. The agreement is perpetual in nature but may be terminated by
either party upon three months’ notice. Cullen Agritech is obligated to pay a
fee to NZ Agritech annually, in arrears, based on its dealings with NZ
Agritech’s members. No such dealings have taken place to date and therefore no
fee is currently owed. The fee is to be negotiated on a year by year
basis.


10





Within
the United States, we believe the know-how residing in its pasture-based farming
system will present the opportunity for joint ventures with federal and state
departments and businesses including dairy cooperatives, universities, training
institutions and farmers.




Customers/Sales
and Marketing




We intend
to partner with and provide services to some of the world’s largest agricultural
companies, including producer cooperatives, corporate farmers, investment funds
and agricultural technology providers. Our expertise can be applied across a
range of global regions and production systems that utilize pasture systems and
technologies for food animal production and can assist industry and government
organizations in adapting these technologies to their regions and production
requirements. Natural Dairy’s customer base will be predominately milk
cooperatives that supply processing facilities.




Competition




Potential
competitors are large agricultural technology and service providers that might
develop a globally focused consultancy capacity that is focused on the grazing
model and technologies. To our knowledge, there is currently no other entity
operating in the global grazing technology industry, provided, however companies
could potentially develop this capability. These potential competitors include
PGG Wrightson (NZ), Livestock Improvement Corporation (NZ), New Zealand Farming
System Uruguay (NZ), Grasslands Consultancy LLC (Mo, USA), Manuka Farming
(Chile) and Fonterra. To management’s knowledge, none of these companies
currently provide agricultural consultancy services of significance outside
their country of incorporation and may have limited capacity to move to other
regions as a technology provider.




Although
Natural Dairy will face competition from other liquid milk producers across the
United States, the effect of such competition is not expected to be adverse
given the supply gap that exists in the liquid milk market in the Southeastern
United States.




Employees




Currently,
we have four employees, all of which are not represented by any unions, nor are
we otherwise subject to any collective bargaining agreements. We have never
experienced a strike or similar work stoppage. We consider our relations with
our employees to be good.




ITEM
      1A.
            RISK
      FACTORS




Risks
Related to Cullen Agritech’s Business




Cullen
Agritech has no operating history and may not be able to successfully operate
its business or generate sufficient revenue to make or sustain distributions to
its stockholders.




We were
incorporated in August 2009 in order to consummate the Merger and acquire Cullen
Agritech. Cullen Agritech was incorporated in June 2009, is a development stage
company and has no operating history. We cannot assure you that we will be able
to operate our business successfully or implement our policies and strategies as
described in this annual report.


11




If
we are unable to purchase certain assets material to the implementation of our
business in a timely manner or at all, such inability would materially adversely
affect our business and results of operations.




The
implementation of our business plan relies on our ability to purchase land,
livestock and other material assets. We do not currently have sufficient funds
available to implement our business plan as originally anticipated. We cannot
assure you that we will be able to locate financing or funding on suitable terms
or at all. If such financing or funding is not available, we may not be able to
implement our business plan to any extent.




The
land we currently own is subject to a mortgage.




We own
approximately 3,300 acres of farmland in the State of Georgia. Such land is the
subject of a mortgage granted to Cullen Holdings securing our obligations owed
to it pursuant to a promissory note that is due on January 20, 2011. If we fail
to repay this promissory note when due, Cullen Holdings may foreclose on the
land and take possession of it. We cannot assure you that we will have
sufficient capital to repay the note or our other obligations when they come
due. If we are unable to pay our obligations as they come due, it could have a
material adverse effect on our operations.




The
recent disruptions in the overall economy and the financial markets may
adversely impact our business and results of operations.




The
agricultural industry is sensitive to changes in general economic conditions,
both nationally and locally. Recent disruptions in global financial markets and
banking systems have made it more difficult for companies to access credit and
capital markets. The economic crisis may adversely affect our business in a
variety of ways. Access to lines of credit or the capital markets may be
severely restricted, which may preclude us from raising funds required for
operations and to fund continued expansion. It may be more difficult for us to
complete strategic transactions with third parties. Continuing volatility in the
credit and capital markets could potentially impair our customers’ ability to
access these markets and increase associated costs, and we may be materially
affected by these financial market disruptions as economic events and
circumstances continue to evolve. The financial and credit market turmoil could
also negatively impact our potential suppliers and customers, which could
decrease our ability to source, produce and distribute our products and could
decrease demand for its products.




If
economic conditions continue to worsen, it is possible these factors could
significantly impact our financial condition and ability to implement our
strategic growth plan.




Any
negative public perception regarding our products or industry, or any ill
effects of product liability claims, could harm our reputation, damage its
brand, result in costly and damaging recalls and expose us to government
investigations and sanctions, which would materially and adversely affect its
results of operations.




We will
sell products for human consumption, which involves a number of risks. Product
contamination, spoilage or other adulteration could result in the inability to
sell our products. We also may be subject to liability if our products or
operations violate applicable laws or regulations or in the event its products
cause injury, illness or death. A significant product liability or other legal
judgment against us or a widespread product recall may negatively impact our
profitability. Even if a product liability or consumer fraud claim is
unsuccessful or is not merited, the negative publicity surrounding such
assertions regarding our products or processes could materially and adversely
affect our reputation, brand image and results of operations. Finally, serious
product quality concerns could result in governmental action against us, which,
among other things, could result in the suspension of production or distribution
of our products, or other governmental penalties, including possible criminal
liability.


12




We
may not realize anticipated benefits from our strategic growth
plan.




We will
implement a strategic growth plan, which includes a number of initiatives, that
we believe are necessary in order to position our business for future success
and growth. Over the next several years, these initiatives will require
investments in people, systems, tools and facilities. Our success and earnings
growth depends in part on our ability to maintain budgeted costs and
efficiencies. If we are unable to successfully implement these initiatives, or
fail to implement them as timely as anticipated, our results of operations could
be adversely impacted.




Our
business is subject to various environmental laws, which may increase our
compliance costs.




Our
business operations are subject to various environmental and governmental
regulations. These laws and regulations cover the discharge of pollutants,
wastewater, and hazardous materials into the environment. In addition, various
laws and regulations addressing climate change are being considered or
implemented at the federal and state levels. New legislation, as well as current
federal and other state regulatory initiatives, relating to these environmental
matters could require us to replace equipment, install additional pollution
controls, purchase various emission allowances or curtail operations. These
costs could adversely affect our results of operations and financial
condition.




Our
operations are subject to numerous laws and regulations, exposing us to
potential claims and compliance costs that could adversely affect its
business.




We are
subject to Federal, state and local laws and regulations relating to the
manufacturing, labeling, packaging, health and safety, sanitation, quality
control, fair trade practices, and other aspects of its business. In addition,
zoning, construction and operating permits are required from governmental
agencies which focus on issues such as land use, environmental protection, waste
management, and the movement of animals across state lines. These laws and
regulations may, in certain instances, affect its ability to develop and market
new products and to utilize technological innovations in our business. In
addition, changes in these rules might increase the cost of operating our
facilities or conducting our business which would adversely affect our
finances.




Our dairy
business will be affected by Federal price support programs and federal and
state pooling and pricing programs to support the prices of certain products we
sell. Federal and certain state regulations help ensure that the supply of raw
milk flows in priority to fluid milk and soft cream producers before producers
of hard products such as cheese and butter. If any of these programs was no
longer available to us, the prices it pays for milk could increase and reduce
its profitability.




Several
states also have laws that restrict the ability of corporations to engage in
farming activities. These regulations may require us to alter or restrict its
operations or cause it to incur additional costs in order to comply with the
regulations.


13




Inability
to protect our trademarks and other proprietary rights could damage our
competitive position.




Any
infringement or misappropriation of our intellectual property could damage its
value and could limit our ability to compete. We may have to engage in
litigation to protect our rights to intellectual property, which could result in
significant litigation costs and require a significant amount of management’s
time.




We
believe that the know-how associated with our farming systems for the production
of raw milk are trade secrets. In addition, we have amassed a large body of
knowledge regarding animal nutrition and pasture-based farming which we believe
to be proprietary. Because most of this proprietary information is not patented,
it may be more difficult to protect. We rely on security procedures and
confidentiality agreements to protect this proprietary information; however,
such agreements and security procedures may be insufficient to keep others from
acquiring this information. Any such dissemination or misappropriation of this
information could deprive us of the value of its proprietary information and
negatively affect its results.




Our
proprietary farming system could be replicated creating additional competition
in the grass-fed dairy industry.




Despite
our first mover advantage and the substantial amount of research and development
that we believe would be required to replicate our farming system, over time and
with significant capital, it is possible that other producers could replicate
our model with a certain degree of success. This could put our market share and
competitive advantages at risk.




The
efficiencies of our farming system may not be scalable.




Our
farming system has only been tested on a farm which is smaller than those farms
we are expecting to roll-out in the future. If its system is not as efficient on
a larger scale, this could impair our ability to implement our strategic plan
and negatively affect our operating results.




Key
assets such as land, livestock and infrastructure could increase in price,
reducing the ability to roll-out farms under the current budgeted capital
requirements.




An
increase in the cost of our key capital items such as land, livestock and
infrastructure could reduce our ability to roll-out farms. Key assets may
increase substantially in price and additional capital may not be available to
us on acceptable terms when needed.




The
price of land could decrease, reducing the underlying asset value of the
business.




Our
current business plan involves buying land assets. If these assets were to be
acquired and then the value of these assets decreased, this could reduce the
strength of our balance sheet in the future and affect its ability to obtain
additional capital and implement its business plan.




We
may establish and maintain relationships with only a small number of
co-operatives for the collection and processing of our raw milk.




The dairy
processing industry is made up of a number of co-operatives that collect and
process all raw milk produced at farms. Our business plan anticipates that it
will establish and maintain relationships with co-operatives for the collection
and processing of its raw milk. It is anticipated that it will not initially, if
at all, establish contracts with a large number of different co-operatives,
which could expose us to a customer concentration risk.


14




Milk
and corn price volatility could reduce revenues and negatively affect our
results of operations.




If the
price of milk decreased to that which is substantially lower than expected, this
could result in a material reduction in our revenues and negatively affect our
results of operations.




Our
feeding strategy will utilize a certain proportion of other feedstocks, some of
which are corn-based, the price of which fluctuates according to the price of
corn. If corn prices were to rise significantly, we could experience a material
reduction in our operating margins.




Raw
milk production is influenced by a number of factors that are beyond our
control, such factors may have a material adverse effect on our
business.




Raw milk
production is influenced by a number of factors that are beyond our control,
including, not limited to, the following:




•
                Seasonal Factors: dairy
      cows generally produce more milk in temperate weather than in cold or hot
      weather and extended unseasonably cold or hot weather could lead to lower
      than expected production;•
                Environmental Factors:
      the volume and quality of milk produced by dairy cows is closely linked to
      the quality of the nourishment provided by the environment around them,
      and, therefore, if environmental factors cause the quality of nourishment
      to decline, our milk production could decline; and•
                Governmental Agricultural and
      Environmental Policy: declines in government grants, subsidies,
      provision of land, technical assistance and other changes in agricultural
      and environmental policies may have a negative effect on the viability of
      our farms, and the numbers of dairy cows and quantities of milk they are
      able to produce.




Such
factors could have a material adverse effect on our business.




The
milk production business is highly competitive and, therefore, we face
substantial competition in connection with the sale of our
products.




We face
competition from other milk producers across the U.S. Most of our competitors
are well established, have greater financial, marketing, personnel and other
resources, have been in business for longer periods of time than we have, and
have products that have gained wide customer acceptance in the marketplace. We
may be unable to compete successfully or our competitors may develop products
which have superior qualities or gain wider market acceptance than
ours.


15




Large-scale
disease could harm a significant portion of our livestock, reducing its ability
to produce revenue.




The
productivity and profitability of Natural Dairy’s businesses depend on animal
and crop health and on disease control. Natural Dairy will face the risk of
outbreaks of bovine spongiform encephalopathy (“BSE”) which could lead to
decreased milk and livestock sales and increased costs to produce its products.
There have been three confirmed cases as having BSE in the United States in
Washington, Alabama and Texas. Various countries have halted the import of U.S.
fed beef in response to the discovery of BSE in the U.S. marketplace. In
response to the discovery of BSE in the U.S. marketplace, the USDA has increased
testing requirements for cows and is exploring additional inspection
requirements which could increase the cost of production of dairy products. The
discovery of additional cases of BSE could lead to widespread destruction of
dairy cows, could cause consumer demand for dairy products to decrease and could
result in increased inspection costs and procedures as well as reduce revenues
from the sale of livestock. If this occurs, Natural Dairy could have decreased
production and sales of its dairy products due to decreased consumer demand or
decreased milk supply and decreased operating margins as a result of increased
dairy production costs.




Natural
Dairy will face the risk of outbreaks of foot-and-mouth disease, which could
lead to a significant destruction of cloven-hoofed animals such as dairy cattle,
beef cattle, swine, sheep and goats and significantly reduce the demand for meat
products. Because foot-and-mouth disease is highly contagious and destructive to
susceptible livestock, any outbreak of foot-and-mouth disease could result in
the widespread destruction of all potentially infected livestock. If this
happens, Natural Dairy could also have difficulty procuring the livestock it
needs for its dairy operations and incur increased cost to produce its dairy
products, which could reduce its production, sales and operating
margins.




Our
ability to produce revenue will be dependent on the continual survival and
health of Natural Dairy’s livestock. If a significant number of Natural Dairy’s
livestock died or were infected with a disease, Natural Dairy’s ability to
produce revenue form the sale of milk would be reduced.




Our
results of operations will fluctuate by season and will be affected by weather
conditions.




Any
adverse or major deviations from the typical weather conditions expected in a
region could negatively impact our ability to produce revenue under our current
strategy. In addition, severe weather conditions and natural disasters, such as
floods, droughts, frosts or earthquakes, or adverse growing conditions, diseases
and insect-infestation problems may reduce the quantity and quality of its milk
production. For example, dairy cows produce less milk when subjected to extreme
weather conditions, including hot and cold temperatures. A significant reduction
in the quantity or quality of milk produced due to adverse weather conditions,
disease, insect problems or other factors could result in increased processing
costs and decreased production, with adverse financial consequences to
us.




A
change in the water availability may negatively impact the efficiency of the
business model.




The
success of our farming system is dependent on the availability of water to
successfully grow forage. If there was a reduction in water availability on a
farm subsequent to acquiring and converting that property, due to drought,
contamination or otherwise, our ability to produce milk on that farm could be
negatively affected.




We
depend upon our key personnel and our ability to retain and recruit additional
qualified personnel to implement our business strategy. The loss of such key
personnel or the inability to retain or recruit qualified personnel in the
future could have a material adverse impact on the implementation of the
business strategy.




Our
success depends largely on our ability to attract, develop, motivate and retain
highly skilled professionals. The loss or unavailability of any of our key
personnel or the inability to train and retain additional qualified personnel
and advisory board members for any significant period of time or at all would
have a material adverse effect on the business, prospects, financial condition
and results of operations.


16




We
may be unable to develop and implement a marketing strategy for our advisory and
consulting services, which may have a material adverse effect on our
business.




We do not
have any long-term agreements with clients for the provision of advisory and
consulting services we intend to offer. Although we have not included consulting
revenues in our forecasts, the success of our business will depend in part on
our ability to secure advisory clients. If we are unable to secure advisory
clients due to ineffective marketing, because of an economic downturn decreasing
the demand for outsourced professional services or otherwise, our business is
likely to be materially adversely affected.




Inability
to obtain required import permits could reduce our ability to achieve certain
long term operating efficiencies.




Our
business plan includes the potential future requirement for importation of
certain farm products, technologies or animal products into the US as well as
movement of these products or technologies between States within the US. The
importation of Agritech products from New Zealand into the US is subject to
various regulatory and licensing restrictions including but not limited to those
imposed by the U.S. Customs Service; the United States International Trade
Commission; the United States Department of Agriculture; the Food and Drug
Administration; the Animal & Plant Health Inspection Service; the Farm
Service Agency; the Environmental Protection Agency and the Occupational Health
& Safety Administration. We might also be exposed to certain quota
limitations. Specifically, for animal products including semen and embryos, the
U.S. Federal Law requires that the USDA Animal and Plant Health Inspection
Service (APHIS) issue a permit. The current regulatory environment in the U.S.
in regards to importation of Agritech products from New Zealand could change
sometime in the future. As such, it is possible that we might be unable to
obtain such permits or our activities will be limited by an inability to comply
with the required regulatory and licensing restrictions. This could limit the
ability for us to achieve our financial forecasts.




A
forage-based strategy could result in reduced production in the winter
months.




Due to
the reliance on forage as a primary feed source, the colder winter months could
reduce forage growth and therefore reduce feed availability for the farm’s
livestock. This could result in either the requirement to increase the use of
supplemental feed or reduced milk production. This could negatively impact our
ability to produce milk or maintain expected operating margins.




Our
warrants may be exercised in the future, which would increase the number of
shares eligible for future resale in the public market.




We have
outstanding warrants to purchase an aggregate of 74,000,000 shares of common
stock. To the extent such warrants are exercised, additional shares of our
common stock will be issued, which would dilute the ownership of existing
stockholders.




Eric
J. Watson effectively controls us.




Eric
Watson beneficially owns 15,881,148 shares of our common stock and effectively
controls us through such ownership. Because of this ownership, he will be able
to have considerable influence over our corporate actions in the
future.


17




Our
stock price could fluctuate and could cause you to lose a significant part of
your investment.




The
market price of our securities may be influenced by many factors, some of which
are beyond our control, including those described above and the
following:




•
            changes
      in financial estimates by analysts;•
            fluctuations
      in its quarterly financial results or the quarterly financial results of
      companies perceived to be similar to it;•
            general
      economic conditions;•
            changes
      in market valuations of similar companies;•
            terrorist
      acts;•
            changes
      in its capital structure, such as future issuances of securities or the
      incurrence of additional debt;•
            future
      sales of common stock;•
            regulatory
      developments in the United States, foreign countries or
    both;•
            litigation
      involving us, our subsidiaries or our general industry;
  and•
            additions
      or departures of key personnel.




ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS.




None.




ITEM
      2.
            PROPERTIES.




We maintain our executive offices at 320 East Clayton
Street, Suite 514, Athens, Georgia. The lease expires on June 30, 2010. We have
the option to renew the lease for additional 6 months through December 31, 2010.
We also have a second option to renew the lease for an additional 12-month
period through December 31, 2011. This second option is a mutual option, which
requires both parties to be willing to exercise the option. The total rent
commitment for the premises through June 30, 2010 is approximately $8,300. The
total rent for the first and second option periods is approximately $8,900 and
$20,000, respectively.




Additionally,
we own approximately 3,300 acres of farmland in the State of
Georgia.




ITEM
      3.
            LEGAL
      PROCEEDINGS.




See Note
7 to our consolidated financial statements included in Part II, Item 8 of this
annual report.


18




PART
II




ITEM 5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.




Market
Information




Our
common stock and warrants are listed on the OTC Bulletin Board under the
symbols, CAGZ and CAGZW, respectively. The following table sets forth the range
of high and low sales prices for the common stock and warrants for the periods
indicated since the common stock and warrants commenced public trading on
October 23, 2009.




Common Stock
                  
                  
                  WarrantsHigh
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  LowFiscal
      2010:First
      Quarter*
                  
                  $
                  3.95
                  
                  
                  $
                  1.75
                  
                  
                  $
                  0.05
                  
                  
                  $
                  0.02Fiscal
      2009:Fourth
      Quarter
                  
                  $
                  6.20
                  
                  
                  $
                  3.60
                  
                  
                  $
                  0.12
                  
                  
                  $
                  0.03







* Through
March 24, 2010.




Holders




As of
March 24, 2010, there were 17 holders of record of our common stock and 14
holders of record of our warrants.




Dividends




We have not paid any cash dividends on our
common stock to date. The payment of cash dividends in the future will be
contingent upon our revenues and earnings, if any, capital requirements and
general financial condition. The payment of any dividends will be within the
discretion of our board of directors. It is the present intention of our board
of directors to retain all earnings, if any, for use in our business operations
and, accordingly, our board does not anticipate declaring any dividends in the
foreseeable future.




Recent
Sales of Unregistered Securities and Use of Proceeds




We did
not effect the sale of any unregistered securities during the fourth quarter of
2009.




ITEM
      6.
            SELECTED
      FINANCIAL DATA.




The
selected financial data set forth below is derived from our audited financial
statements. This selected financial data should be read in conjunction with the
section under the caption “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the Consolidated Financial Statements
included elsewhere in this Annual Report on Form 10-K:


19




For
      the period fromJune
      3, 2009(inception)
      throughDecember
      31, 2009Total
      revenues
                    
                    $
                    —Loss
      from operations
                    
                    
                    (524,924
                    )Net
      loss
                    
                    
                    (612,526
                    )Earnings
      per share basic and diluted
                    
                    
                    (0.03
                    )Weighted
      average shares outstanding
                    
                    
                    19,247,311Working
      capital
                    
                    
                    2,199,282Total
      assets
                    
                    
                    11,855,329Stockholders’
      equity
                    
                    $
                    5,451,319




20




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.




The
following discussion should be read in conjunction with our Consolidated
Financial Statements and footnotes thereto contained in this
report.




Forward
Looking Statements




All
statements other than statements of historical fact included in this Form 10-K
including, without limitation, statements under “Management’s Discussion and
Analysis or Plan of Operation” regarding our financial position, business
strategy and the plans and objectives of management for future operations, are
forward looking statements. When used in this Form 10-K, words such as
“anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions,
as they relate to us or our management, identify forward looking statements.
Such forward looking statements are based on the beliefs of management, as well
as assumptions made by, and information currently available to, our management.
Actual results could differ materially from those contemplated by the forward
looking statements as a result of certain factors detailed in our filings with
the Securities and Exchange Commission. All subsequent written or oral forward
looking statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph.




In
assessing forward-looking statements contained herein, readers are urged to
carefully read those statements. Among the factors that could cause actual
results to differ materially are: inability to protect our intellectual
property; inability to obtain necessary financing; competition; loss of key
personnel; increases of costs of operations; continued compliance with
government regulations; and general economic conditions.




A
description of key factors that have a direct bearing on our results of
operations is provided under “Risk Factors” included on Item 1A of this form
10-K.




Overview




Business
Combination




On
October 22, 2009, pursuant to the “Merger Agreement”, the Company consummated
the Merger. Prior to the Merger, the Company was a wholly owned subsidiary of
Triplecrown, Merger Sub was a wholly owned subsidiary of the Company and Cullen
Holdings was the sole stockholder of Cullen Agritech. Pursuant to the Merger,
(i) Triplecrown merged with and into the Company with the Company surviving as
the new publicly-traded corporation and (ii) Merger Sub merged with and into
Cullen Agritech with Cullen Agritech surviving as a wholly owned subsidiary of
the Company. As a result of the Merger, the former security holders of
Triplecrown and Cullen Agritech became the security holders of the Company.
Thus, the Company is now a holding company, operating through its wholly-owned
subsidiary, Cullen Agritech.


21




The Merger was consummated on October
22, 2009. In connection with the transactions, Triplecrown entered into “forward
contracts” to purchase approximately 39.4 million of the shares of its common
stock sold in its initial public offering in privately negotiated transactions
from stockholders who would otherwise have voted against the Merger for an
aggregate purchase price of approximately $385 million. The closing of such
purchases was effected on the Closing out of the funds that were held in
Triplecrown’s trust account and were released as a result of the Merger. In
connection with such purchases, Triplecrown paid a fee to Victory Park Capital
Advisors, LLC of $1,154,157 for purchasing an aggregate of approximately 15.5
million shares from stockholders who would otherwise have voted against the
Merger.




Upon
completion of the transactions, Cullen Holdings, the prior holder of common
stock of Cullen Agritech which is beneficially owned and controlled by Eric
Watson, was issued 15,881,148 shares of the Company’s common stock for his
interest in Cullen Agritech. Of this amount, 1,588,114 shares were deposited in
escrow to secure the indemnification obligations owed to Triplecrown under the
Merger Agreement. Additionally, two consultants to Triplecrown were issued an
aggregate of 455,000 shares of common stock of the Company.




After
giving effect to the Merger and the issuances to Triplecrown’s two consultants,
there are currently outstanding 19,247,311 shares of the Company’s common stock
and 74,000,000 warrants, each to purchase one share of the Company’s common
stock.




After
payment of converting stockholders and forward contracts (including fees),
approximately $3.7 million was disbursed to the Company. After payment of
transaction related expenses (excluding deferred underwriting commissions),
there was approximately $3.1 million available for Cullen Agritech’s working
capital requirements.




Triplecrown
      Public Shares outstanding prior to the Merger
                
                
                55,200,000Triplecrown
      Founder shares
                
                
                13,800,000Total
      Triplecrown shares outstanding prior to the Merger
                
                
                69,000,000Common
      shares forfeited by Triplecrown Founders
                
                
                (11,260,000
                )Common
      shares forfeited by Triplecrown non-continuing directors
                
                
                (120,000
                )Triplecrown
      shares converted to a pro rata share portion of Triplecrown’s trust
      account (1)
                
                
                (15,267,212
                )Triplecrown
      shares purchased pursuant to stock purchase agreements (2)
                
                
                (39,441,625
                )Total
      Triplecrown shares outstanding immediately prior to the effective date of
      the Merger
                
                
                2,911,163Share
      exchange ratio (1 to 1)
                
                1:1Common
      shares issued in connection with the Merger
                
                
                2,911,163Common
      shares issued as purchase consideration to Cullen Holdings
                
                
                15,881,148Common
      shares issued to consultants of Triplecrown
                
                
                455,000Total
      common shares outstanding at closing, October 22, 2009
                
                
                19,247,311




(1)
Reflects the 15,267,212 Triplecrown shares, representing 27.66% of the shares
sold in Triplecrown’s initial public offering, that were converted into a pro
rata portion of the funds in Triplecrown’s trust account in connection with the
consummation of the Merger.


22




(2) Prior
to Triplecrown’s stockholder meeting on October 22, 2009, Triplecrown entered
into stock purchase agreements with several third parties pursuant to which
Triplecrown agreed to purchase such parties’ Triplecrown shares in connection
with the Merger.




Overview




Results
of Operations




For the
period from June 3, 2009 (inception) through December 31, 2009, the Company had
a net loss of $612,526. The Company did not generate any revenues during this
period as it was formed as a wholly-owned subsidiary of Triplecrown for the
purpose of effecting the Merger consummated on October 22, 2009, and is a
development stage company. The Company’s expenses of $524,924 for the period
from June 3, 2009 (inception) through December 31, 2009 consisted primarily of
legal, accounting and consulting fees of $314,558 as well as payroll and
employee related expenses of $150,481 and other general corporate and
administrative expenses of $59,885. Prior to October 22, 2009 the Company and
its wholly-owned subsidiary were “shell companies” and conducted no business
operations and did not own or lease any real estate or other
property.




In
connection with the Merger, Natural Dairy and Triplecrown entered into a land
purchase contract with Grimsley LLC on June 27, 2009, as amended, to purchase
3,618 acres of farmland in the State of Georgia. A deposit in the aggregate
amount of approximately $1.7 million was made and the parties intended to close
on the purchase contract on September 30, 2009. From September 30, 2009 to
October 16, 2009, Natural Dairy was waiting for the seller of the land to
satisfy its closing conditions which were satisfied and the closing on the sale
of the property occurred on October 16, 2009.




Additionally,
upon the Merger, the Company issued to Cullen Holdings a promissory note in the
amount of $6,853,918, representing part of the purchase price of a certain piece
of land to be used by the Company following the Closing (see Note 6 to the
Company’s consolidated financial statements). This amount was to be repaid to
Cullen Holdings at Closing but sufficient funds were not available. On March 30,
2010, the parties amended the terms of the promissory note to extend the
maturity date to January 20, 2011. The promissory note accrues interest at the
rate of 8% per annum. For the period from June 3, 2009 (inception) through
December 31, 2009, we had interest expense of $111,359 related to this
note.




For the
period from June 3, 2009 (inception) through December 31, 2009, we had other
income related to rental of the property of $24,077 and a $320 provisions for
income tax.




23




Financial
Condition and Liquidity




On
October 22, 2009, $538,810,161 was held in Triplecrown’s trust account. Upon
consummation of the Merger, the funds were disbursed as follows: $149,007,989 to
stockholders who voted against the transaction and elected to convert their
shares into a pro rata portion of the Triplecrown trust account (approximately
$9.76 per share); $384,950,260 to the third parties who entered into stock
purchase agreements with Triplecrown pursuant to which Triplecrown agreed to
purchase such parties’ Triplecrown shares in connection with the Merger;
$1,154,157 in fees paid to Victory Park Capital Advisors, LLC for the
aggregation of shares from such third parties; the remaining $3,697,755 from
Triplecrown’s trust account was received by the Company upon consummation of the
Merger. Of this amount, $640,000 was used to pay expenses and fees associated
with the transaction, resulting in net proceeds to the Company of $3,057,755.
The net proceeds received by the Company are being used for general working
capital purposes.




The
Company was formed as a wholly owned subsidiary of Triplecrown. From its
inception in June 3, 2009 until the completion of the Merger on October 22,
2009, the Company’s activities were limited to its organization, the preparation
and filing with the SEC of a Registration Statement on Form S-4 and other
matters related to the Merger. Since October 22, 2009, the Company’s activities
have been primarily focused on raising capital to fund its business plan. As of
December 31, 2009, the Company had $1,292,204 of available cash and during the
period from June 3, 2009 (inception) through December 31, 2009, did not have any
sources of revenue. The Company is due to receive a tax refund of approximately
$1.4 million during 2010, which is subject to the processing of the Triplecrown
short year tax return filed which was filed with the Internal Revenue Service
during the fourth quarter off 2009.




Upon the
consummation of the Merger, the Company issued to Cullen Holdings a promissory
note in the amount of $6,853,918, representing part of the purchase price of the
land to be used by the Company following the Closing. The note was to be repaid
as soon as practicable but no later than January 20, 2010 (90 days from the date
of issuance). This amount was to be repaid to Cullen Holdings at Closing of the
Merger but sufficient funds were not available. As of December 31, 2009 and
during March 2010, the Company had repaid Cullen Holdings $1,000,000 and
$2,000,000 of the note, respectively, consisting of $986,343 of principal and
$13,657 of interest and $1,963,642 of principal and $36,358 of interest,
respectively. On March 30, 2010, Cullen Holdings agreed to extend the maturity
date of the note to January 20, 2011. In consideration of this extension, the
Company granted to Cullen Holdings amortgage on the land that is the subject of the promissory note. The note
continues to accrue interest at the rate of 8% per annum.




In
January 2010, the Company entered into an agreement to sell 340 non irrigated
acres of our property. The sale of the parcel of land closed on February 6, 2010
for an aggregate purchase price of approximately $613,000 or approximately
$1,800 per acre. The sale price per acre of the 340 acres sold was lower than
the average price per acre at which the 3,600 acres were purchased. This is due
to the fact that the 340 acres sold were non irrigated, while the 3,600 acres
that were originally purchased were a mixture of irrigated and non irrigated
acres.






24




Going
Concern Consideration




Subsequent
to the closing of the Merger on October 22, 2009 and after payment of converting
stockholders and forward contracts (including fees), approximately $3.7 million
was disbursed to the Company. After payment of transaction related expenses
(excluding deferred underwriting commissions), there was approximately $3.1
million available for Cullen Agritech’s working capital requirements. As
reflected in the accompanying consolidated financial statements, the Company had
a net loss of $612,526 for the period from June 3, 2009 (inception) through
December 31, 2009, and $1,292,204 of cash as of December 31, 2009. Additionally,
upon the consummation of the Merger, the Company issued to Cullen Holdings a
promissory note in the amount of $6,853,918, representing part of the purchase
price of a certain piece of land to be used by the Company following the Closing
(see Note 6 to the Company’s consolidated financial statements). This amount was
to be repaid to Cullen Holdings at Closing but sufficient funds were not
available. During March 2010, the Company has repaid Cullen Holdings
$2,000,000 of the note, consisting of $1,963,642 of principal and $36,358 of
interest. The Company is due to receive a tax refund of approximately $1.4
million during 2010, which is subject to the processing of the Triplecrown short
year tax return, which was filed with the Internal Revenue Service during the
fourth quarter of 2009.




The
promissory note accrues interest at the rate of 8% per annum and is to be repaid
on January 20, 2011. The Company intends to seek further financing to execute
its business plan. If the Company is unable to attain further debt or equity
financing on terms acceptable to it, the Company’s funds may not be sufficient
to execute its business plan. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might be necessary if it is
unable to continue as a going concern




Off-Balance
Sheet Financing Arrangements




We have
no obligations, assets or liabilities which would be considered off-balance
sheet arrangements. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often
referred to as variable interest entities, which would have been established for
the purpose of facilitating off-balance sheet arrangements.




We have
not entered into any off-balance sheet financing arrangements, established any
special purpose entities, guaranteed any debt or commitments of other entities,
or acquired any non-financial assets.




Contractual
Obligations




Under the
terms of the underwriting agreement executed in connection with Triplecrown’s
initial public offering, Triplecrown was required to pay the underwriters
$19,320,000 of deferred underwriting discounts and commissions upon consummation
of an “initial business combination” (as defined therein). During December 2009
we received a waiver with respect to the full amount of deferred underwriting
discounts and commissions from each of our underwriters. Accordingly, these fees
are no longer due to the underwriters.


25




On
January 1, 2010, we signed a lease related to our executive offices at 320 East
Clayton Street, Suite 514, Athens, Georgia. The lease expires on June 30, 2010.
We have the option to renew the lease for additional 6 months through December
31, 2010. We also have a second option to renew the lease for an additional
12-month period through December 31, 2011. This second option is a mutual
option, which requires both parties to be willing to exercise the option. The
total rent commitment for the premises through June 30, 2010 is approximately
$8,300. The total rent for the first and second option periods is approximately
$8,900 and $20,000, respectively.




During
January 2010, we signed an Agreement with Battle Lumber Co., Inc. for the sale
and removal of merchantable timber located on part of the 3,300 acres of the
Grimsley property. During February and March of 2010, Battle Lumber Co. removed
and remitted payment to us for approximately $30,000 of timber. The Company
expects to conclude the removal of timber during the next several
months.




On
February 2, 2010, the Company signed an Escrow Agreement related to the
procurement and purchase of 350 cows. The Escrow Agreement governs the
disbursement of funds to Struve and the Seller at various points of the cow
procurement process. Bill TeBrake, the Chairman of Struve, is also a member of
our advisory board. On February 15, 2010, the Company signed a Sale and Purchase
Agreement with the Seller related to 350 cows. Should the seller fulfill his
obligations, the Company will be required to receive the 350 cows on May 15,
2010. The total purchase price of $472,500, less a 20% deposit would be due on
that date. On February 26, 2010, the Company funded the Escrow account in the
amount of $112,000, which represents a 10% deposit and 50% of Struve’s fees. As
per the terms of the Escrow Agreement, $8,750 (25% of Struve’s Fees) was
released to Struve. On March 1, 2010, Struve and the seller completed certain
responsibilities as required in the Escrow Agreement and an additional $8,750
(25% of Struve’s Fees) was disbursed to Struve as well as an initial deposit of
$94,500.




Critical
Accounting Policies




Our
significant accounting policies are more fully described in Note 1 to the
consolidated financial statements. However certain accounting policies are
particularly important to the portrayal of financial position and results of
operations and require the application of significant judgments by management.
In applying those policies, management used its judgment to determine the
appropriate assumptions to be used in determination of certain estimates. Our
accounting policy will be to use estimates based on terms of existing contracts,
observance of trends in the industry and information available from outside
sources, as appropriate


26




Income
Taxes




The
Company accounts for income taxes in accordance with ASC 740, "Income Taxes"
("ASC 740"). ASC 740 requires an asset and liability approach for financial
accounting and reporting for income taxes and establishes for all entities a
minimum threshold for financial statement recognition of the benefit of tax
positions, and requires certain expanded disclosures. The provision for income
taxes is based upon income or loss after adjustment for those permanent items
that are not considered in the determination of taxable income. Deferred income
taxes represent the tax effects of differences between the financial reporting
and tax bases of the Company's assets and liabilities at the enacted tax rates
in effect for the years in which the differences are expected to reverse. The
Company evaluates the recoverability of deferred tax assets and establishes a
valuation allowance when it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Management makes judgments as to
the interpretation of the tax laws that might be challenged upon an audit and
cause changes to previous estimates of tax liability. In management's opinion,
adequate provisions for income taxes have been made. If actual taxable income by
tax jurisdiction varies from estimates, additional allowances or reversals of
reserves may be necessary. The Company has identified its federal tax return and
its state tax return in Georgia as "major" tax jurisdictions. Based on the
Company's evaluation, it has been concluded that there are no significant
uncertain tax positions requiring recognition in the Company's financial
statements. Since the Company was incorporated on August 27, 2009, the
evaluation was performed for the 2009 tax year, the only period subject to
examination. The Company believes that its income tax positions and deductions
will be sustained on audit and does not anticipate any adjustments that will
result in a material change to its financial position.




The
Company’s policy for recording interest and penalties associated with audits is
to record such items as a component of income tax expense. There were no amounts
accrued for penalties and interest as of or during the period from June 3, 2009
(inception) through December 31, 2009. The Company does not expect its uncertain
tax position to change during the next twelve months. Management is currently
unaware of any issues under review that could result in significant payments,
accruals or material deviations from its position. The adoption of the
provisions of ASC 740 did not have a material impact of the
consolidatedCompany’s financial position, results of operations and cash
flows.




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




None.




ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.




This
information appears following Item 15 of this Report and is included herein by
reference.




ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.




None.


27




ITEM
      9A(T).
            CONTROLS
      AND PROCEDURES.




Evaluation
of Disclosure Controls and Procedures




We have
established disclosure controls and procedures to ensure that material
information relating to us is made known to the officers who certify our
financial reports and to other members of senior management and the board of
directors.




Based on
his evaluation as of December 31, 2009, our principal executive and principal
financial and accounting officer has concluded that our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) are effective.




Management's
Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a-15(f). Internal control over financial reporting is a process used to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external purposes
in accordance with generally accepted accounting principles in the United
States. Internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of our financial statements in accordance with generally
accepted accounting principles in the United States, and that our receipts and
expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.




An
internal control system over financial reporting has inherent limitations and
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are 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. However,
these inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.




This
annual report does not include a report of management’s assessment regarding
internal control over financial reporting or an attestation report of the
company’s registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.




Changes
in Internal Control Over Financial Reporting




For the
fiscal quarter ended December 31, 2009, there has been no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.


28




Limitations
on the Effectiveness of Controls




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving its
objectives. Our principal executive and principal financial and accounting
officer concluded that our disclosure controls and procedures are effective at
that reasonable assurance level.




ITEM
      9B.
            OTHER
      INFORMATION.




None.


29




PART III




ITEM 10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.




Directors
and Executive Officers




Our
current directors and executive officers are as follows:




Name
              
              Age
              
              PositionEric
      J. Watson
              
              50
              
              Chief
      Executive Officer, Secretary, Treasurer and DirectorRichard
      Watson
              
              37
              
              Director
      and Chief Scientific Officer of Natural DairyEdward
      J. Mathias
              
              68
              
              DirectorRobert
      B. Hersov
              
              49
              
              DirectorKerry
      Kennedy
              
              50
              
              DirectorRichard
      Y. Roberts
              
              58
              
              DirectorEdward
      Hanson
              
              34
              
              Director




Eric J.
Watson has been our chief executive officer, secretary and treasurer and
a member of our board of directors since our inception in August 2009. Mr.
Watson was also the chairman and treasurer of Triplecrown from its inception in
June 2007 until the Merger in October 2009. He has also been the chief executive
officer of Cullen Agritech since its inception in June 2009. He has been
instrumental in our early development and his business experience includes
numerous acquisitions which make him well-suited to act as our chief executive
officer as we seek to expand our business.




Since
January 1995, Mr. Watson has been the executive chairman of, and interests
associated with him own, Cullen Investments Limited, an international private
investment company which has its origins in a start up founded by Mr. Watson
through which he has actively invested his own capital in a range of successful
mergers and acquisitions. Mr. Watson and his associated interests have a
substantial portfolio comprising interests in the fashion retail, financial
services, real estate, sports and entertainment sectors. Cullen Investments
interests include ownership of Bendon, a global lingerie company whose prestige
brands include the licensed Elle Macpherson Intimates and Stella McCartney
labels.




From July
2005 until December 2007, Mr. Watson served as the chairman of the board and
treasurer of Endeavor Acquisition Corp., an NYSE Amex listed blank check company
formed to acquire an operating business. Endeavor Acquisition Corp. consummated
its business combination with American Apparel, Inc. on December 12, 2007. From
January 2007 to April 2009, Mr. Watson was the chairman of the board and
treasurer of Victory Acquisition Corp., a blank check company formed for the
purpose of effecting a merger, capital stock exchange, asset acquisition or
other similar business combination with an operating business in any industry
other than the franchising, financial services or healthcare industries. Victory
Acquisition Corp. did not consummate a business combination and liquidated as a
result.




Prior to
founding Cullen Investments, Mr. Watson was the founding chairman and largest
stockholder of Blue Star Group, a retail and distribution group he founded in
January 1992. In 1996, Blue Star Group was sold to U.S. Office Products, a
diversified supplier of a broad range of office products and business services
to corporate customers. Until August 1999, Mr. Watson continued as executive
chairman of Blue Star Group, a wholly-owned subsidiary of U.S. Office Products
after the acquisition. Following the acquisition of Blue Star Group by U.S.
Office Products, Mr. Watson served as a director of McCollam Printers from July
1997 to June 1998. Prior to serving with U.S. Office Products, Mr. Watson held
several positions with Xerox Corporation, an office products company, including
president of operations for Australasia.


30




Mr.
Watson received a Diploma of General Management from Auckland University in
1989. Mr. Watson is the half-brother of Dr. Richard Watson, a member of our
board of directors.




Richard
Watson has served as the chief scientific officer of Natural Dairy since
September 2009 and has served as a member of our board of directors since
October 2009. Dr. Watson was one of the key individuals that helped create and
refine the intellectual property utilized in our business. From June 2008 until
September 2009, Dr. Watson was employed by Cullen Investments. From October 2006
to June 2008, Dr. Watson served as a senior scientist in the Forage Improvement
Group at AgResearch (NZ), New Zealand’s largest Crown Research Institute with
expertise in biological science. While there, he led the development of the
proprietary farming system and completed all the testing and research related to
the forage, livestock and farm management strategies that is utilized by Cullen
Agritech. From January 2004 to August 2006, Dr. Watson was affiliated with the
Department of Plant and Soil Sciences at Mississippi State University where he
served as the State Extension Forage Specialist and Assistant Research Professor
(the first non-United States person to hold this position and the first New
Zealander to hold a State Forage Extension appointment in the United States).
From April 2000 to December 2002, Dr. Watson served in a post-doctoral faculty
position with the Department of Crop and Soil Science at the University of
Georgia. Dr. Watson received a Bachelor of Agricultural Science, Master of
Applied Science (with honors) and Doctor of Philosophy degrees from Massey
University. Dr. Watson is the half-brother of Eric J. Watson.




Edward J.
Mathias has been a member of our board of directors since October 2009.
Mr. Mathias was involved with the founding of The Carlyle Group, a global
private equity firm headquartered in Washington, DC, which now has more than
$87.9 billion under management. He has been a managing director since January
1994 and presently serves as an Investment Committee member for a number of
Carlyle’s partnerships. Previously, Mr. Mathias served on the management
committee and board of directors of T. Rowe Price Associates, Inc., an
investment management organization where he was employed from 1971 to December
1993. He was a director of Endeavor Acquisition Corp. from July 2005 to December
2007, a director of Victory Acquisition Corp. from January 2007 to April 2009
and a director of Triplecrown from June 2007 to October 2009. He has also been a
director of NexCen Brands, formerly Aether Systems, since June 2002 and Allied
Capital Corp. since January 2009. Mr. Mathias also serves on The Howard Hughes
Institute’s Investment Advisory Committee. Mr. Mathias received an M.B.A. from
the Harvard Business School in 1971 where he is on The Board of Dean’s Advisors
and a B.A. from The University of Pennsylvania in 1964 where he is currently a
trustee and member of The Penn Investment Board which oversees the University’s
endowment.


31




Robert
Hersov has been a member of our board of directors since October 2009.
Since January 2004, Mr. Hersov has been the vice chairman of NetJets Europe
Ltd., a subsidiary of NetJets, Inc., a private aviation and fractional jet
ownership company which was acquired by Berkshire Hathaway Inc. in 1998. Mr.
Hersov founded and, from December 2002 to April 2004, served as the chief
executive officer of Marquis Jet Europe, a private aviation company which was
acquired by NetJets, Inc. in 2004. Since September 2007, Mr. Hersov has served
as a non-executive director of Australian privately-owned company Global
Aviation Leasing Group. Mr. Hersov is also chairman of Sapinda Limited, a UK
private company, which is the main shareholder of Vatas GmbH, a private German
investment company. Mr. Hersov also founded and, from October 1998 to December
2002, served as the chairman of Sportal Ltd., a company that operates an
Internet site that offers sports-related games and videos. From October 1996 to
September 1998, he served as the executive director of Enic plc, a holding
company listed on the London Stock Exchange that invests primarily in the sports
and media sectors. From September 1995 to September 1997, Mr. Hersov was the
chief executive officer of Telepiu PayTV in Milan, Italy, a pay TV and digital
satellite company. From March 1993 to August 1995, Mr. Hersov served as an
executive director of Richemont, a tobacco, luxury and media conglomerate listed
on the SWX Swiss Exchange. We believe Mr. Hersov’s investment background will
assist us in sourcing new avenues of financing needed to expand our business.
Since June 2005, Mr. Hersov has been a member of the board of directors of Shine
Media Acquisition Corp., a blank check company that was formed to acquire a
direct or indirect interest in an operating business in the media and
advertising industry in the People’s Republic of China. He was a director of
Endeavor Acquisition Corp. from July 2005 to December 2007, a director of
Victory Acquisition Corp. from January 2007 to April 2009 and a director of
Triplecrown from June 2007 to October 2009. Mr. Hersov received a B.B.S. from
the University of Cape Town in 1982 and a M.B.A. from the Harvard Business
School in 1989.




Kerry
Kennedy has been a member of our board of directors since October 2009.
She is an American human rights activist and writer. In April 1988, she
established the Robert F. Kennedy Memorial Center for Human Rights and acted as
its executive director until January 1995 working on diverse human rights
issues. Ms. Kennedy has been the Chair of the Amnesty International Leadership
Council since January 1996. She was a director of Endeavor Acquisition Corp.
from July 2005 to December 2007, a director of Victory Acquisition Corp. from
January 2007 to April 2009 and a director of Triplecrown from June 2007 to
October 2009. She also serves on the board of directors of the International
Center for Ethics and Justice and Public Life at Brandeis University. Ms.
Kennedy received a B.A. from Brown University in 1982 and an LLM from Boston
College Law School in 1987.




Richard Y.
Roberts has been a member of our board of directors since October 2009.
In March 2006, Mr. Roberts co-founded a regulatory/legislative consulting firm,
Roberts, Raheb & Gradler LLC. He was a partner with Thelen Reid & Priest
LLP, a national law firm, from January 1997 to March 2006. From August 1995 to
January 1997, Mr. Roberts was a consultant at Princeton Venture Research, Inc.,
a private consulting firm. From 1990 to 1995, Mr. Roberts was a commissioner of
the Securities and Exchange Commission, and, in this capacity, was actively
involved in, has written about or has testified on, a wide range of subjects
affecting the capital markets. We believe his experience at the Commission will
provide us with necessary insight into the requirements and needs of an emerging
public company like ours. Since leaving the Commission, Mr. Roberts has been a
frequent media commentator and writer on various securities public policy issues
and has assisted the Governments of Romania and Ukraine in the development of a
securities market. He was a director of Nyfix, Inc. from September 2005 to
December 2009, Endeavor Acquisition Corp. from July 2005 to December 2007, a
director of Victory Acquisition Corp. from January 2007 to April 2009 and a
director of Triplecrown from June 2007 to October 2009. From 1987 to 1990, he
was the chief of staff for Senator Richard Shelby. He is a member of the Alabama
Bar and the District of Columbia Bar. Mr. Roberts is a member of the Advisory
Board of Securities Regulation & Law Reports, of the Advisory Board of the
International Journal of Disclosure and Governance, and of the Editorial Board
of the Municipal Finance Journal. Mr. Roberts also previously served as a member
of the District 10 Regional Consultative Committee of the Financial Industry
Regulatory Authority, the Market Regulation Advisory Board of the FINRA, and the
Legal Advisory Board of the FINRA. Mr. Roberts received a B.E.E. from Auburn
University in 1973, a J.D. from the University of Alabama School of Law in 1976,
and a Master of Laws from the George Washington University Law Center in
1981.


32




Edward
Hanson has been a member of our board of directors since October 2009.
Mr. Hanson is a Director of Babcock & Brown (UK) Limited. Babcock &
Brown is a principal investment firm headquartered in Sydney and Mr. Hanson has
worked in the London office since 1997. He also runs the private equity fund,
Babcock & Brown Global Partners, which he raised in July 2005. Babcock &
Brown invest in asset backed businesses around the world. We believe Mr.
Hanson’s investment background will assist us in sourcing new avenues of
financing needed to expand our business. From 1996 to 1997, Mr. Hanson worked at
Cavill White Securities, an investment bank in New Zealand. Mr. Hanson is a
member of the board of directors of BGP Investment S.à r.l., a European real
estate joint venture that pursues a range of property related activities
including the acquisition and management of new assets and selected development
projects. Mr. Hanson is also on the board of Corvus Capital, an AIM listed
investment company. Mr. Hanson was a director of Triplecrown from June 2007 to
October 2009. Mr. Hanson received a Bachelor of Commerce from the University of
Auckland in New Zealand.




Advisory
Board




We will
seek guidance and advice from members of our advisory board. Except for Dr. Todd
White, these individuals are not required to commit any particular amount of
time to our business and will simply provide advice, introductions to potential
customers, and assistance to us, at our request, only if they are able to do so.
Nevertheless, we believe with their business background and extensive contacts,
they will be helpful to our business.




Dr. Hugh Blair,
Ph.D., has been
a professor and head of the animal science department at Massey University since
1995. He was also appointed the deputy head of the Institute of Veterinary,
Animal and Biomedical Sciences in 1998 and served as its acting head in 2009.
Dr. Blair has held lectureships in the United States, Scotland, Denmark, Canada
and Ireland and has authored over 170 peer-review articles.




Dr. Joe Bouton,
Ph.D., has been
a senior vice president and forage improvement division director at the Samuel
Roberts Nobel Foundation, a nonprofit organization conducting agricultural,
forage improvement and plant biology research, providing grants to non-profit
charitable, educational and health organizations, and assisting farmers and
ranchers through educational and consultative agricultural programs, since May
2004. Previously, Dr. Bouton was a professor at the University of Georgia. He
has 17 commercialized cultivars released for use in the United
States.




Bill Te
Brake has served as a business development manager for the Institute of
Veterinary, Animal and Biomedical Sciences at Massey University since June 2003.
Mr. Brake has also hosted lectures in agricultural business and finance at
Massey University.




Dr. Todd White,
Ph.D., has been an employee of Cullen Agritech since January 2010. From
2003 to 2010 Dr. White was a scientist with the Agricultural Systems Group of
AgResearch and was appointed a senior scientist in 2008. At AgResearch, Dr.
White lead research and development programs aimed at developing pasture-based
animal production models. Prior to joining AgResearch, Dr. White spent three
years in a post-doctoral forage research position at Iowa State University. Todd
White.


33




Dr. Brian
McBride has been a professor at the Centre for Nutrition Modeling at the
University of Guelph in Canada since September 1999. Prior to this, Dr. McBride
served on the Board of Agriculture and Natural Resources for the United States
National Academy of Sciences. Dr. McBride has also been a long-time member of
the Committee on Animal Nutrition at the United States National Research Counsel
(“NRC”), which coordinated the publication of the NRC’s Nutrient Requirement
series on nutrient requirements of domestic animals. Dr. McBride has authored
over 275 scientific publications in his career.




Mike
Culpepper has been a private investor/consultant since June 2009.
Previously, Mr. Culpepper served with the Georgia Department of Agriculture from
June 1999 to June 2009 where his responsibilities included guidance for
compliance of animal production systems.




Dr. Nick Hill,
Ph.D., has
served as a professor of plant sciences in the Department of Crop and Soil
Sciences at the University of Georgia since January 1986. Dr. Hill leads
research programs aimed at exploring the application of new forage species and
the environmental impacts of grazing dairies in Georgia. Dr. Hill has also been
a founding partner and president of Agrinostics Ltd., a diagnostic production
company that tests corps for pathogens and toxins, since September
1997.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934 requires our officers, directors
and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and ten percent
stockholders are required by regulation to furnish us with copies of all Section
16(a) forms they file. Based solely on copies of such forms received or written
representations from certain reporting persons that no Form 5s were required for
those persons, we believe that, during the fiscal year ended December 31, 2009,
all filing requirements applicable to our officers, directors and greater than
ten percent beneficial owners were complied with.




Code
of Ethics




In
October 2009, our board of directors adopted a code of ethics that applies to
our directors, officers and employees as well any subsidiaries we may have in
the future. Requests for copies of our code of ethics should be sent in writing
to Cullen Agricultural Holding Corp., 320 East Clayton Street, Suite 514,
Athens, Georgia 30601.




Corporate
Governance




Nominating
Committee




Effective
October 2009, we established a nominating committee of the board of directors,
which consists of Edward J. Mathias, as chairman, and Kerry Kennedy, each of
whom is an independent director under the NYSE Amex’s listing standards. The
nominating committee is responsible for overseeing the selection of persons to
be nominated to serve on our board of directors. The nominating committee
considers persons identified by its members, management, stockholders and
others.


34




The
guidelines for selecting nominees, which are specified in the nominating
committee charter, generally provide that persons to be nominated:




·
            should
      have demonstrated notable or significant achievements in business,
      education or public service;




·
            should
      possess the requisite intelligence, education and experience to make a
      significant contribution to the board of directors and bring a range of
      skills, diverse perspectives and backgrounds to its deliberations;
      and




·
            should
      have the highest ethical standards, a strong sense of professionalism and
      intense dedication to serving the interests of the
      stockholders.




The
nominating committee will consider a number of qualifications relating to
management and leadership experience, background and integrity and
professionalism in evaluating a person’s candidacy for membership on the board
of directors. The nominating committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific board needs that
arise from time to time. The nominating committee does not distinguish among
nominees recommended by stockholders and other persons.




There
have been no material changes to the procedures by which security holders may
recommend nominees to our board of directors.




Audit
Committee




Effective
October 2009, we established an audit committee of the board of directors, which
consists of Edward Hanson, as chairman, Robert Hersov and Richard Y. Roberts,
each of whom has been determined to be “independent” as defined in Rule 10A-3 of
the Exchange Act and the rules of the NYSE Amex. The audit committee’s duties,
which are specified in our audit committee charter, include, but are not limited
to:




·
            reviewing
      and discussing with management and the independent auditor the annual
      audited financial statements, and recommending to the board whether the
      audited financial statements should be included in our Form
      10-K;




·
            discussing
      with management and the independent auditor significant financial
      reporting issues and judgments made in connection with the preparation of
      our financial statements;




·
            discussing
      with management major risk assessment and risk management
      policies;




·
            monitoring
      the independence of the independent
auditor;




·
            verifying
      the rotation of the lead (or coordinating) audit partner having primary
      responsibility for the audit and the audit partner responsible for
      reviewing the audit as required by
law;




·
            inquiring
      and discussing with management our compliance with applicable laws and
      regulations;




·
            pre-approving
      all audit services and permitted non-audit services to be performed by our
      independent auditor, including the fees and terms of the services to be
      performed;




35




·
            appointing
      or replacing the independent
auditor;




·
            determining
      the compensation and oversight of the work of the independent auditor
      (including resolution of disagreements between management and the
      independent auditor regarding financial reporting) for the purpose of
      preparing or issuing an audit report or related
  work;




·
            establishing
      procedures for the receipt, retention and treatment of complaints received
      by us regarding accounting, internal accounting controls or reports which
      raise material issues regarding our financial statements or accounting
      policies; and




·
            reviewing
      and approving any related party transactions we may enter into. The audit
      committee will consider all relevant factors when determining whether to
      approve a related party transaction, including whether the related party
      transaction is on terms no less favorable than terms generally available
      to an unaffiliated third-party under the same or similar circumstances and
      the extent of the related party’s interest in the
    transaction.




Financial
Experts on Audit Committee




The audit
committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the NYSE Amex listing standards.
The definition of “financially literate” generally means being able to read and
understand fundamental financial statements, including a company’s balance
sheet, income statement and cash flow statement.




In
addition, our board of directors has determined that Edward Hanson qualifies as
an “audit committee financial expert,” as defined under rules and regulations of
the SEC.




Compensation
Committee




Effective
October 2009, we formed a compensation committee that consists of Edward J.
Mathias, Robert B. Hersov and Richard Y. Roberts, each of whom is an independent
director. Mr. Mathias chairs our compensation committee. The principal functions
of the compensation committee will be to:




•
            evaluate
      the performance of our officers,•
            review
      any compensation payable to our directors and officers,•
            prepare
      compensation committee reports, and•
            administer
      the issuance of any common stock or other equity awards issued to our
      officers and directors.




ITEM
      11.
            EXECUTIVE
      COMPENSATION.




Our
policies with respect to the compensation of our executive officers will be
administered by our board in consultation with the compensation committee. Our
compensation policies will be intended to provide for compensation that is
sufficient to attract, motivate and retain executives of outstanding ability and
potential and to establish an appropriate relationship between executive
compensation and the creation of shareholder value. To meet these goals, the
compensation committee will be charged with recommending executive compensation
packages to our board of directors.


36




It is
anticipated that performance-based and equity-based compensation will be an
important foundation in executive compensation packages as we believe it is
important to maintain a strong link between executive incentives and the
creation of shareholder value. We believe that performance and equity-based
compensation can be an important component of the total executive compensation
package for maximizing shareholder value while, at the same time, attracting,
motivating and retaining high-quality executives. The adoption of the proposed
incentive compensation plan and the management incentive compensation plan
reflect and will reflect what we believe is a focus on performance- and
equity-based compensation.




Compensation
Discussion and Analysis




We will
seek to provide total compensation packages that are competitive in terms of
potential value to our executives, and which are tailored to our unique
characteristics and needs within our industry in order to create an executive
compensation program that will adequately reward its executives for their roles
in creating value for our stockholders. We intend to be competitive with other
similarly situated companies in our industry.




The
compensation decisions regarding our executives will be based on our need to
attract individuals with the skills necessary for us to achieve our business
plan, to reward those individuals fairly over time, and to retain those
individuals who continue to perform at or above our expectations.




It is
anticipated that our executives’ compensation will have three primary components
—salary, cash incentive bonus and stock-based awards. We will view the three
components of executive compensation as related but distinct. Although our
compensation committee will review total compensation, we do not believe that
significant compensation derived from one component of compensation should
negate or reduce compensation from other components. We anticipate determining
the appropriate level for each compensation component based in part, but not
exclusively, on its view of internal equity and consistency, individual
performance and other information deemed relevant and timely.




In
addition to the guidance provided by our compensation committee, we may utilize
the services of third parties from time to time in connection with the hiring of
and compensation awarded to executive employees. This could include
subscriptions to executive compensation surveys and other
databases.




Our
compensation committee will be charged with performing an annual review of our
executive officers’ cash compensation and equity holdings to determine whether
they provide adequate incentives and motivation to executive officers and
whether they adequately compensate the executive officers relative to comparable
officers in other companies.


37




Benchmarking
of Cash and Equity Compensation




We
believe it is important when making compensation-related decisions to be
informed as to current practices of similarly situated publicly held companies
in the similar field. It is expected that the compensation committee will stay
apprised of the cash and equity compensation practices of publicly held
companies in the dairy farming and related industries through the review of such
companies’ public reports and through other resources. It is also expected that
any companies chosen for inclusion in any benchmarking group would have business
characteristics comparable to us, including revenues, financial growth metrics,
stage of development, employee headcount and market capitalization. While
benchmarking may not always be appropriate as a stand-alone tool for setting
compensation due to the aspects of our business and objectives, we generally
believe that gathering this information will be an important part of its
compensation-related decision-making process.




Compensation
Components




Base Salary. Generally, we,
working with the compensation committee, anticipate setting executive base
salaries at levels comparable with those of executives in similar positions and
with similar responsibilities at comparable companies. We will seek to maintain
base salary amounts at or near the industry norms, while avoiding paying amounts
in excess of what it believes is necessary to motivate executives to meet
corporate goals. It is anticipated base salaries will generally be reviewed
annually, subject to terms of employment agreements, and that the compensation
committee and board will seek to adjust base salary amounts to realign such
salaries with industry norms after taking into account individual
responsibilities, performance and experience.




Annual Bonuses. We intend to
utilize cash incentive bonuses for executives to focus them on achieving key
operational and financial objectives within a yearly time horizon. Near the
beginning of each year, the board, upon the recommendation of the compensation
committee and subject to any applicable employment agreements, will determine
performance parameters for appropriate executives. At the end of each year, the
board and compensation committee will determine the level of achievement for
each corporate goal.




Equity Awards. We also will
use share options and other share-based awards to reward long-term performance.
It believes that providing a meaningful portion of its executives’ total
compensation package in share options and other share-based awards will align
the incentives of its executives with the interests of our shareholders and with
our long-term success. The compensation committee and board will develop their
equity award determinations based on their judgments as to whether the complete
compensation packages provided to our executives, including prior equity awards,
are sufficient to retain, motivate and adequately award the
executives.




Equity
awards will be granted through our incentive compensation plan. All of our
employees, directors, officers and consultants will be eligible to participate
in the incentive compensation plan and all our senior management will be
eligible to participate in the management incentive compensation
plan.




We will
account for any equity compensation expense under the rules of ASC 718, which
requires a company to estimate and record an expense for each award of equity
compensation over the service period of the award. Accounting rules also will
require us to record cash compensation as an expense at the time the obligation
is accrued.




Severance Benefit. We
currently have no severance benefits plan. We may consider the adoption of a
severance plan for executive officers and other employee in the
future.


38




Other Compensation. We will
establish and maintain various employee benefit plans, including medical and
retirement insurance plans. These plans will be available to all qualified
employees.




Director and Consultant
Compensation. We currently do not have a definitive compensation plan for
our directors or consultants. We, working with the compensation committee,
anticipate setting director and consultant compensation at a level comparable
with those directors and consultants with similar positions at comparable
companies. It is currently anticipated that such compensation will be based on
cash and/or equity compensation under our incentive compensation plan and
management incentive compensation plan.




Compensation
Committee Report




We have
reviewed and discussed with management the Compensation Discussion and Analysis
to be included in the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2009. Based on the review and discussion referred to above,
we have recommended to the board of directors that the Compensation Discussion
and Analysis be included in the Company’s Annual Report.




Compensation
Committee


Edward J.
Mathias (Chairman)


Robert B.
Hersov


Richard
Y. Roberts





Compensation
Committee Interlocks and Insider Participation




None of
the persons designated as our directors currently serves on the compensation
committee of any other company on which any other director designee of ours or
any officer or director of ours is currently a member.




Executive
Compensation




The
following table sets forth compensation for our principal executive and
financial officer and our only other executive officer (together, our “Named
Executive Officers”) for the fiscal year ended December 31, 2009:




Name
      and Principal Position
                              
                              Year
                              
                              Salary
                                ($)
                              
                              
                              Bonus
                                ($)
                              
                              
                              Total
                                ($)Eric
      J. Watson
                              
                              2009
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Chief
      Executive Officer,
                                Secretary
      and TreasurerRichard
      Watson
                              
                              2009
                              
                              $
                              28,962
                              
                              
                              
                              -
                              
                              
                              $
                              28,962Chief
      Scientific Officer of
                                Natural
      Dairy, Inc.




Eric
Watson has agreed that he will not receive any salary or bonus from us until we
have positive earnings before interest, taxes, depreciation and amortization. At
that time, Mr. Watson will be paid a salary and bonus as approved by our board
of directors.




Richard
Watson is employed by Natural Dairy as Chief Scientific Officer pursuant to a
three-year employment agreement entered on August 31, 2009, pursuant to which he
receives a base salary of $100,000 and is entitled to receive a bonus of up to
50% of the base salary subject to the sole discretion of Natural Dairy’s board
of directors.


39




Due to
the limited nature of compensation that we currently pay, we do not believe
there is any risk arising from our compensation policies and
practices.




Director
Compensation




Our
directors received no compensation in the fiscal year ended December 31, 2009.
As described above, we currently do not have a definitive compensation plan for
our directors.




2009
Long-Term Incentive Equity Plan




Our 2009
Long-Term Incentive Equity Plan is designed to enable us to offer our employees,
officers, directors and consultants whose past, present and/or potential
contributions to us have been, are or will be important to our success, an
opportunity to acquire a proprietary interest in us. The various types of
incentive awards that may be provided under the plan are intended to enable us
to respond to changes in compensation practices, tax laws, accounting
regulations and the size and diversity of its business. The plan reserves
2,405,914 shares of common stock for issuance in accordance with the plan’s
terms (equal to 12.5% of the number of shares outstanding immediately after the
Merger).




All of
our officers, directors and employees, as well as those of our subsidiaries,
will be eligible to be granted awards under the plan. An incentive stock option
may be granted under the plan only to a person who, at the time of the grant, is
an employee of ours or our subsidiaries. No awards have been granted under the
plan as of the date of this report. All awards will be subject to the
recommendations of the compensation committee and approval by the board of
directors or the compensation committee.




Administration




The plan
is administered by our board of directors or our compensation committee. Subject
to the provisions of the plan, the committee determines, among other things, the
persons to whom from time to time awards may be granted, the specific type of
awards to be granted, the number of shares subject to each award, share prices,
any restrictions or limitations on the awards, and any vesting, exchange,
deferral, surrender, cancellation, acceleration, termination, exercise or
forfeiture provisions related to the awards.




Stock
Subject to the Plan




Shares of
stock subject to other awards that are forfeited or terminated will be available
for future award grants under the plan. If a holder pays the exercise price of a
stock option by surrendering any previously owned shares of common stock or
arranges to have the appropriate number of shares otherwise issuable upon
exercise withheld to cover the withholding tax liability associated with the
stock option exercise, then, in the board’s or committee’s discretion, the
number of shares available under the plan may be increased by the lesser of the
number of such surrendered shares and shares used to pay taxes and the number of
shares purchased under the stock option.




Under the
plan, on a change in the number of shares of common stock as a result of a
dividend on shares of common stock payable in shares of common stock, common
stock forward split or reverse split or other extraordinary or unusual event
that results in a change in the shares of common stock as a whole, the terms of
the outstanding award will be proportionately adjusted.


40




Eligibility




Awards
may be granted under the plan to employees, officers, directors and consultants
who are deemed to have rendered, or to be able to render, significant services
to us and who are deemed to have contributed, or to have the potential to
contribute, to our success.




Types
of Awards




Options. The plan provides
both for “incentive” stock options as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (“Code”), and for options not qualifying as
incentive options, both of which may be granted with any other stock based award
under the plan. The board or committee determines the exercise price per share
of common stock purchasable under an incentive or non-qualified stock option,
which may not be less than 100% of the fair market value on the day of the grant
or, if greater, the par value of a share of common stock. However, the exercise
price of an incentive stock option granted to a person possessing more than 10%
of the total combined voting power of all classes of stock may not be less than
110% of the fair market value on the date of grant. The aggregate fair market
value of all shares of common stock with respect to which incentive stock
options are exercisable by a participant for the first time during any calendar
year (under all of our plans), measured at the date of the grant, may not exceed
$100,000 or such other amount as may be subsequently specified under the Code or
the regulations thereunder.




An
incentive stock option may only be granted within a ten-year period commencing
on October 22, 2009 and may only be exercised within ten years from the date of
the grant, or within five years in the case of an incentive stock option granted
to a person who, at the time of the grant, owns common stock possessing more
than 10% of the total combined voting power of all classes of our stock. Subject
to any limitations or conditions the board or committee may impose, stock
options may be exercised, in whole or in part, at any time during the term of
the stock option by giving written notice of exercise to us specifying the
number of shares of common stock to be purchased. The notice must be accompanied
by payment in full of the purchase price, either in cash or, if provided in the
agreement, in our securities or in combination of the two.




Generally,
stock options granted under the plan may not be transferred other than by will
or by the laws of descent and distribution and all stock options are exercisable
during the holder’s lifetime, or in the event of legal incapacity or
incompetency, the holder’s guardian or legal representative. However, a holder,
with the approval of the board or committee, may transfer a non-qualified stock
option by gift to a family member of the holder, by domestic relations order to
a family member of the holder or by transfer to an entity in which more than 50%
of the voting interests are owned by family members of the holder or the holder,
in exchange for an interest in that entity.


41




Generally,
if the holder is an employee, no stock options granted under the plan may be
exercised by the holder unless he or she is employed by us or a subsidiary of
ours at the time of the exercise and has been so employed continuously from the
time the stock options were granted. However, in the event the holder’s
employment is terminated due to disability, the holder may still exercise his or
her vested stock options for a period of 12 months or such other greater or
lesser period as the board or committee may determine, from the date of
termination or until the expiration of the stated term of the stock option,
whichever period is shorter. Similarly, should a holder die while employed by us
or a subsidiary of ours, his or her legal representative or legatee under his or
her will may exercise the decedent holder’s vested stock options for a period of
12 months from the date of his or her death, or such other greater or lesser
period as the board or committee may determine or until the expiration of the
stated term of the stock option, whichever period is shorter. If the holder’s
employment is terminated due to normal retirement, the holder may still exercise
his or her vested stock options for a period of 12 months from the date of
termination or until the expiration of the stated term of the stock option,
whichever period is shorter. If the holder’s employment is terminated for any
reason other than death, disability or normal retirement, the stock option will
automatically terminate, except that if the holder’s employment is terminated
without cause, then the portion of any stock option that is vested on the date
of termination may be exercised for the lesser of three months after termination
of employment, or such other greater or lesser period as the board or committee
may determine but not beyond the balance of the stock option’s
term.




Stock Appreciation Rights.
 Under the plan, stock appreciation rights may be granted to participants
who have been, or are being, granted stock options under the plan as a means of
allowing the participants to exercise their stock options without the need to
pay the exercise price in cash. In conjunction with non-qualified stock options,
stock appreciation rights may be granted either at or after the time of the
grant of the non-qualified stock options. In conjunction with incentive stock
options, stock appreciation rights may be granted only at the time of the grant
of the incentive stock options. A stock appreciation right entitles the holder
to receive a number of shares of common stock having a fair market value equal
to the excess fair market value of one share of common stock over the exercise
price of the related stock option, multiplied by the number of shares subject to
the stock appreciation rights. The granting of a stock appreciation right will
not affect the number of shares of common stock available for awards under the
plan. The number of shares available for awards under the plan will, however, be
reduced by the number of shares of common stock acquirable upon exercise of the
stock option to which the stock appreciation right relates.




Restricted
Stock.  Under the plan, shares of restricted stock may be
awarded either alone or in addition to other awards granted under the plan. The
board or committee determines the persons to whom grants of restricted stock are
made, the number of shares to be awarded, the price if any to be paid for the
restricted stock by the person receiving the stock from us, the time or times
within which awards of restricted stock may be subject to forfeiture, the
vesting schedule and rights to acceleration thereof, and all other terms and
conditions of the restricted stock awards.




Restricted
stock awarded under the plan may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of, other than to us, during the
applicable restriction period. In order to enforce these restrictions, the plan
requires that all shares of restricted stock awarded to the holder remain in our
physical custody until the restrictions have terminated and all vesting
requirements with respect to the restricted stock have been fulfilled. Other
than regular cash dividends and other cash equivalent distributions as we may
designate, pay or distribute, we will retain custody of all distributions made
or declared with respect to the restricted stock during the restriction period.
A breach of any restriction regarding the restricted stock will cause a
forfeiture of the restricted stock and any retained distributions. Except for
the foregoing restrictions, the holder will, even during the restriction period,
have all of the rights of a stockholder, including the right to receive and
retain all regular cash dividends and other cash equivalent distributions as we
may designate, pay or distribute on the restricted stock and the right to vote
the shares.


42




Other Stock-Based
Awards.  Under the plan, other stock-based awards may be
granted, subject to limitations under applicable law, that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, shares of common stock, as deemed consistent with the purposes of
the plan. These other stock-based awards may be in the form of purchase rights,
shares of common stock awarded that are not subject to any restrictions or
conditions, convertible or exchangeable debentures or other rights convertible
into shares of common stock and awards valued by reference to the value of
securities of, or the performance of, one of our subsidiaries. These other
stock-based awards may include performance shares or options, whose award is
tied to specific performance criteria. These other stock-based awards may be
awarded either alone, in addition to, or in tandem with any other awards under
the plan or any of our other plans.




Accelerated Vesting and
Exercisability.  If any one person, or more than one person
acting as a group, acquires the ownership of stock of the company that, together
with the stock held by such person or group, constitutes more than 50% of the
total fair market value or combined voting power of the our stock, and our board
of directors does not authorize or otherwise approve such acquisition, then the
vesting periods of any and all stock options and other awards granted and
outstanding under the plan shall be accelerated and all such stock options and
awards will immediately and entirely vest, and the respective holders thereof
will have the immediate right to purchase and/or receive any and all common
stock subject to such stock options and awards on the terms set forth in the
plan and the respective agreements respecting such stock options and awards. An
increase in the percentage of stock owned by any one person, or persons acting
as a group, as a result of a transaction in which we acquire our stock in
exchange for property is not treated as an acquisition of stock.




The
committee may, in the event of an acquisition by any one person, or more than
one person acting as a group, together with acquisitions during the 12-month
period ending on the date of the most recent acquisition by such person or
persons, of assets from the company that have a total gross fair market value
equal to or more than 50% of the total gross fair market value of all of our
assets immediately before such acquisition or acquisitions, or if any one
person, or more than one person acting as a group, acquires the ownership of our
stock that, together with the stock held by such person or group, constitutes
more than 50% of the total fair market value or combined voting power of our
stock, which has been approved by our board of directors, (i) accelerate the
vesting of any and all stock options and other awards granted and outstanding
under the plan, or (ii) require a holder of any award granted under the plan to
relinquish such award to us upon the tender by us to the holder of cash in an
amount equal to the repurchase value of such award. For this purpose, gross fair
market value means the value of the assets of the company, or the value of the
assets being disposed of, determined without regard to any liabilities
associated with such assets.




Notwithstanding
any provisions of the plan or any award granted thereunder to the contrary, no
acceleration shall occur with respect to any award to the extent such
acceleration would cause the plan or an award granted thereunder to fail to
comply with Section 409A of the Code.




Repurchases.  Unless
otherwise provided in the grant of an award, the board or committee may, in the
event of a corporate transaction that has been approved by our board of
directors, require a holder of any award granted under the plan to relinquish
the award to us upon payment by us to the holder of cash in an amount equal to
the fair market value of the award.


43




Award
Limitation.  No participant may be granted awards for more than
100,000 shares in any calendar year.




Other
Limitations.  The board or committee may not modify or amend
any outstanding option or stock appreciation right to reduce the exercise price
of such option or stock appreciation right, as applicable, below the exercise
price as of the date of grant of such option or stock appreciation right. In
addition, no option or stock appreciation right may be granted in exchange for,
or in connection with, the cancellation or surrender of an option or stock
appreciation right or other award having a higher exercise price.




ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.




The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 24, 2010 by:




·
            each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding shares of common stock;




·
            each
      of our officers and directors; and




·
            all
      of our officers and directors as a
group.




Unless
otherwise indicated, we believe that all persons named in the table have sole
voting and investment power with respect to all shares of common stock
beneficially owned by them.




Name and Address of Beneficial Owner(1)
                  
                  Amount of
                    Beneficial Ownership
                  
                  
                  Approximate
                    Percentage of
                    Outstanding
                    Common StockEric
      J. Watson(2)
                  
                  
                  18,381,148
                  (3)
                  
                  
                  84.5
                  %Kerry
      Kennedy(4)
                  
                  
                  60,000
                  (5)
                  
                  
                  *Robert
      B. Hersov(6)
                  
                  
                  60,000
                  (5)
                  
                  
                  *Edward
      J. Mathias(7)
                  
                  
                  60,000
                  (5)
                  
                  
                  *Richard
      Y. Roberts(8)
                  
                  
                  60,000
                  (5)
                  
                  
                  *Edward
      Hanson(9)
                  
                  
                  60,000
                  (5)
                  
                  
                  *Richard
      Watson
                  
                  
                  0
                  
                  
                  
                  *Pine
      River Capital Management L.P.(10)
                  
                  
                  11,169,895
                  (11)
                  
                  
                  36.7
                  %Jonathan
      J. Ledecky(12)
                  
                  
                  4,500,000
                  (13)
                  
                  
                  20.7
                  %President
      and Fellows of Harvard College(14)
                  
                  
                  2,961,400
                  (15)
                  
                  
                  13.3
                  %Fortress
      Investment Group LLC(16)
                  
                  
                  2,559,500
                  (17)
                  
                  
                  11.7
                  %Citigroup
      Inc. (18)
                  
                  
                  1,200,000
                  (19)
                  
                  
                  5.9
                  %The
      Goldman Sachs group, Inc.(20)
                  
                  
                  1,067,929
                  (21)
                  
                  
                  5.3
                  %All
      directors and executive officers as a group (7
individuals)
                  
                  
                  18,681,148
                  (22)
                  
                  
                  85.6
                  %





*
            Less
      than one percent.




(1)
            Unless
      otherwise indicated, the business address of each of the individuals is
      320 East Clayton Street, Suite 514, Athens, Georgia
  30601.




(2)
            Mr.
      Watson’s business address is Level 9, 68 Shortland Street, P.O. Box 91269,
      Auckland, New Zealand.




(3)
            Includes
      (i) 15,881,148 shares of common stock held by Cullen Holdings and (ii)
      2,500,000 shares of common stock issuable upon exercise of warrants held
      by Mr. Watson.  Does not include 6,630,000 warrants held by
      Summit Trust that are not exercisable and may not become exercisable
      within 60 days.




44




(4)
            Ms.
      Kennedy’s business address is c/o Robert F. Kennedy Center, 1367
      Connecticut Avenue N.W., Suite 200, Washington, D.C.
  20036.




(5)
            Does
      not include 60,000 shares of common stock issuable upon exercise of
      warrants that are not exercisable and may not become exercisable within 60
      days.




(6)
            Mr.
      Hersov’s business address is NetJets Europe, Ltd., Grundstrasse 12, 6343
      Rotkreuz, Switzerland.




(7)
            Mr.
      Mathias’ business address is c/o The Carlyle Group, 1001 Pennsylvania
      Avenue, NW, Washington, DC 20004.




(8)
            Mr.
      Roberts’ business address is Roberts, Raheb & Gradler, 805 15th
      Street, NW, Suite 1101, Washington, DC
20005.




(9)
            Mr.
      Hanson’s business address is c/o Babcock & Brown Limited, 53 Davies
      Street, London WIK 5JH.




(10)
            The
      business address of Pine River Capital Management L.P. is 601 Carlson
      Parkway, Suite 330, Minnetonka, MN
55305.




(11)
            Includes
      (i) 9,256,483 shares of common stock issuable upon the exercise of
      warrants beneficially owned by Nisswa Acquisition Master Fund Ltd. and
      (ii) 1,830,705 shares of common stock issuable upon the exercise of
      warrants beneficially owned by Nisswa Fixed Income Master Fund
      Ltd.  Pine River Capital Management L.P., as the investment
      manager of each of the foregoing funds, and Brian Taylor, as the general
      partner of Pine River Capital Management L.P., may be deemed to
      beneficially own all such shares.  Each of Mr. Taylor and the
      foregoing entities has shared power to vote and dispose of the shares
      beneficially owned by them.  The foregoing information was
      derived from a Schedule 13D filed on November 3,
  2009.




(12)
            Mr.
      Ledecky’s business address is 970 West Broadway, PMB 402, Jackson, WY
      83001.




(13)
            Includes
      (i) 600,000 shares of common stock held by Hat Tricks LLC, an affiliate of
      Mr. Ledecky, and (ii) 2,500,000 shares of common stock issuable upon
      exercise of warrants held by Mr. Ledecky.  Does not include
      600,000 warrants held by Hat Tricks LLC and 6,630,000 warrants held by Mr.
      Ledecky that are not exercisable and may not become exercisable within 60
      days.




(14)
            The
      business address of the President and Fellows of Harvard College is c/o
      Harvard Management Company, Inc., 600 Atlantic Avenue, Boston, MA
      02210.




(15)
            Includes
      2,961,400 shares of common stock issuable upon the exercise of
      warrants.   The President and Fellows of Harvard College
      have sole power to vote and dispose of such shares.  The
      foregoing information was derived from a Schedule 13G filed on November
      10, 2009.




(16)
            The
      business address of the Fortress Investment Group LLC is 1345 Avenue of
      the Americas, 46th
      Floor, New York, NY 10105, Attention: Michael
  Cohn.




(17)
            Includes
      (i) 2,303,550 shares of common stock issuable upon the exercise of
      warrants beneficially owned by Drawbridge DSO Securities LLC (“DSO”) and
      (ii) 255,950 shares of common stock issuable upon the exercise of warrants
      beneficially owned by Drawbridge OSO Securities LLC
      (“OSO”).  Drawbridge Special Opportunities Fund LP, Drawbridge
      Spcial Opportunities GP LLC and Fortress Principal Investment Holdings IV
      LLC may be deemed to beneficially own the shares beneficially owned by
      DSO.  Drawbridge Special Opportunities Fund Ltd., Drawbridge
      Special Opportunities Intermediate Fund L.P., Drawbridge Spcial
      Opportunities Offshore GP LLC and Drawbridge Special Opportunities
      Offshore Fund Ltd. may be deemed to beneficially own the shares
      beneficially owned by OSO.  Drawbridge Special Opportunities
      Advisors LLC, FIG LLC, Fortress Operating Entity I LP, FIG Corp. and
      Fortress Investment Group LLC may be deemed to beneficially own all such
      shares.  Each of the foregoing entities has shared power to vote
      and dispose of the shares beneficially owned by them.  The
      foregoing information was derived from a Schedule 13G filed on November
      12, 2009.




(18)
            Citigroup
      Inc.’s business address is 399 Park Avenue, New York, New York
      10043.




(19)
            This
      information was derived from a Schedule 13G filed on February 8,
      2010.




(20)
            The
      business address of Goldman, Sachs & Co. is 85 Broad Street, New York,
      New York 10004.




45




(21)
            Represents
      shares beneficially owned by certain operating units of The Goldman Sachs
      Group,  Inc. and its subsidiaries and affiliates.  The
      foregoing information was derived from a Schedule 13G filed on February
      12, 2010.




(22)
            Includes
      2,500,000 shares of common stock issuable upon exercise of warrants that
      became exercisable upon consummation of the Merger. Does not include
      6,870,000 shares of common stock issuable upon exercise of warrants that
      are not exercisable and may not become exercisable within 60
      days.




Prior to
Triplecrown’s initial public offering (“IPO”), Triplecrown’s officers, directors
and stockholders prior to such IPO (“Triplecrown Founders”) acquired 13,800,000
units of Triplecrown, representing 13,800,000 shares of common stock of
Triplecrown and 13,800,000 warrants to purchase shares of common stock of
Triplecrown.  All of these securities were placed in escrow with
Continental Stock Transfer & Trust Company, as escrow agent.  The
securities were to be released from escrow one year from the consummation of a
business combination, except that they were to be released earlier than this
date if (i) Triplecrown’s common stock had a last sales price equal to or
exceeding $13.75 per unit for any 20 trading days within any 30-trading day
period or (ii) Triplecrown consummated a subsequent liquidation, merger, stock
exchange or other similar transaction which results in all of its stockholders
having the right to exchange their shares of common stock for cash, securities
or other property.  In connection with the Merger, the Triplecrown
Founders had cancelled an aggregate of 11,260,000 shares of our common stock
that they received in exchange for 11,260,000 of their shares upon consummation
of the Merger. The remaining 2,540,000 shares that they received, as well as all
of the warrants that they received in exchange for their warrants, continue to
be held in escrow pursuant to the original terms of the escrow
agreement.  Accordingly, the shares and warrants will be released one
year after the consummation of the Merger or earlier as described
above.




Equity
Compensation Plan Information




The
following table gives the information about common stock that may be issued upon
the exercise of options, warrants and rights under all of our existing equity
compensation plans as of December 31, 2009.




Plan Category
                        
                        Number of securities to
                          be issued upon exercise
                          of outstanding options,
                          warrants and rights
                          (a)
                        
                        
                        Weighted-average
                          exercise price of
                          outstanding
                          options, warrants
                          and rights
                          (b)
                        
                        
                        Number of securities
                          remaining available for
                          future issuance under
                          equity compensation
                          plans (excluding
                          securities reflected in
                          column (a))
                          (c)Equity
      compensation plans approved by security holders
                        
                        
                        2,405,914
                        
                        
                        
                        –
                        
                        
                        
                        2,405,914Equity
      compensation
      plans not approved by security holders
                        
                        
                        –
                        
                        
                        
                        –
                        
                        
                        
                        –Total
                        
                        
                        2,405,914
                        
                        
                        
                        –
                        
                        
                        
                        2,405,914




46




ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.




Prior to
Triplecrown’s IPO, the Triplecrown Founders acquired 13,800,000 units of
Triplecrown (“Founders’ Units”), representing 13,800,000 shares of common stock
of Triplecrown and 13,800,000 warrants to purchase shares of common stock of
Triplecrown.  All of these securities were placed in escrow with
Continental Stock Transfer & Trust Company, as escrow agent.  The
securities were to be released from escrow one year from the consummation of a
business combination, except that they were to be released earlier than this
date if (i) Triplecrown’s common stock had a last sales price equal to or
exceeding $13.75 per unit for any 20 trading days within any 30-trading day
period or (ii) Triplecrown consummated a subsequent liquidation, merger, stock
exchange or other similar transaction which results in all of its stockholders
having the right to exchange their shares of common stock for cash, securities
or other property.  In connection with the Merger, the Triplecrown
Founders had cancelled an aggregate of 11,260,000 shares of our common stock
that they received in exchange for 11,260,000 of their shares upon consummation
of the Merger. The remaining 2,540,000 shares that they received, as well as all
of the warrants that they received in exchange for their warrants, continue to
be held in escrow pursuant to the original terms of the escrow
agreement.  Accordingly, the shares and warrants will be released one
year after the consummation of the Merger or earlier as described
above.





In
connection with the closing of the IPO, Triplecrown sold 2,500,000 Sponsors’
Warrants to each of Eric J. Watson and Jonathan J. Ledecky, Triplecrown’s
president and secretary, at a purchase price of $1.00 per warrant. These
purchases took place on a private placement basis simultaneously with the
consummation of the IPO. If we call our warrants for redemption, the Sponsors’
Warrants are not redeemable so long as such warrants are held by Messrs. Watson,
Ledecky or their affiliates, including any permitted transferees.





The
holders of the majority of the Founders’ Units and the holders of the majority
the Sponsors’ Warrants (or underlying shares) each will be entitled to make up
to two demands that we register such units or warrants (or underlying shares)
pursuant to a registration rights agreement entered into with Triplecrown in
connection with the IPO. The holders of the majority of the Founders’ Units can
elect to exercise these registration rights at any time commencing July 22, 2010
(nine months after the consummation of the Merger). The holders of a majority of
the Sponsors’ Warrants (or underlying shares) can elect to exercise these
registration rights at any time. In addition, these holders have certain
“piggy-back” registration rights on registration statements filed subsequent to
such date.  We will bear the expenses incurred in connection with the
filing of any such registration statements.





On August
30, 2009, Cullen Holdings, the former holder of all of the common stock of
Cullen Agritech which is beneficially owned and controlled by Eric J. Watson,
contributed 100 shares of Natural Dairy to Cullen Agritech. As a result of the
contribution, Natural Dairy became a wholly-owned subsidiary of Cullen
Agritech.




Effective
September 1, 2009, Dr. Richard Hart Watson became an employee of Natural Dairy
pursuant to an employment agreement entered on August 31, 2009.  Dr.
Watson is the half-brother of Eric Watson.




On
September 3, 2009, Cullen Agritech entered into an agreement with Cullen
Investments Limited, Hart Acquisitions, LLC, Natural Dairy and Dr. Watson
whereby the parties assigned the rights to certain intellectual property,
including the proprietary farming system, to Cullen Agritech upon consummation
of the Merger.


47




Upon
completion of the Merger, Cullen Holdings was issued 15,881,148 shares of our
common stock (valued at $155 million, or $9.76 per share) for its interest in
Cullen Agritech.




In
connection with the Merger, Triplecrown and Natural Dairy entered into a
contract to purchase a certain piece of land to be used by us following
consummation of the Merger. The total purchase price of the land was $8,662,500.
Triplecrown paid an initial deposit of $866,250 on the land. On August 10, 2009,
Triplecrown, Natural Dairy and the seller of the land extended the closing date
for the land purchase and Triplecrown paid an additional deposit on the land of
$833,750, interest of $48,070 and a leasing fee to use the land of $3,518 for a
total additional deposit of $885,338.  Natural Dairy closed on this
contract and purchased the land on October 16, 2009.  The balance of
the purchase price for such land was paid by Natural Dairy, which such funds
were advanced to it by Cullen Holdings.  Upon the closing of the
Merger, we issued to Cullen Holdings a promissory note in the amount of
$6,853,918, representing the part of the purchase price that was advanced by
Cullen Holdings. This amount was to be repaid to Cullen Holdings at the closing
of the Merger but sufficient funds were not available.  As of December
31, 2009, the Company had repaid Cullen Holdings $1,000,000 of the note,
consisting of $986,343 of principal and $13,657 of interest. As of March 24,
2010, the Company has repaid Cullen Holdings $2,000,000 of the note, consisting
of $1,963,642 of principal and $36,358 of interest.




From June
3, 2009 (inception) through December 31, 2009, Cullen Investments Limited
funded part of the operations of both Cullen Agritech and Natural Dairy and
incurred costs of a combined total of $114,937.  These costs consisted
of $69,553 of legal expenses, $28,396 of corporate formational costs and $16,984
of travel costs. As of December 31, 2009, $113,937 was repaid to Cullen
Investments Limited and $1,000 is payable and included in due to
affiliate.
  From June
3, 2009 (inception) through December 31, 2009, Hart Acquisitions, LLC also
funded part of the operations of both Cullen Agritech and Natural Dairy and
incurred costs of a combined total of $47,307.  These costs consisted
of $5,114 of property related expenses and $42,193 of employee related expenses.
As of December 31, 2009, $20,251 was repaid to Hart Acquisitions, LLC and the
remainder of $27,055 was repaid during February 2010.


Related
party policy




Our Code
of Ethics requires us to avoid, wherever possible, all related party
transactions that could result in actual or potential conflicts of interest,
except under guidelines approved by the board of directors (or the audit
committee). Related-party transactions are defined as transactions in which (i)
the aggregate amount involved will or may be expected to exceed $120,000 in any
calendar year, (ii) we or any of our subsidiaries is a participant and (iii) any
(a) executive officer, director or nominee for election as a director, (b)
greater than 5 percent beneficial owner of our common stock, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will
have a direct or indirect material interest (other than solely as a result of
being a director or a less than 10 percent beneficial owner of another entity).
A conflict of interest situation can arise when a person takes actions or has
interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of
his or her family, receives improper personal benefits as a result of his or her
position.


48




Our audit
committee, pursuant to its written charter, is responsible for reviewing and
approving related-party transactions to the extent we enter into such
transactions. The audit committee will consider all relevant factors when
determining whether to approve a related party transaction, including whether
the related party transaction is on terms no less favorable than terms generally
available to an unaffiliated third-party under the same or similar circumstances
and the extent of the related party’s interest in the transaction. No director
may participate in the approval of any transaction in which he is a related
party, but that director is required to provide the audit committee with all
material information concerning the transaction. Additionally, we require each
of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions. These
procedures are intended to determine whether any such related party transaction
impairs the independence of a director or presents a conflict of interest on the
part of a director, or officer.




Independence
of Directors




We adhere
to the rules of the NYSE Amex in determining whether a director is independent.
As a result, our board of directors consults with its counsel to ensure that the
board’s determinations are consistent with those rules and all relevant
securities and other laws and regulations regarding the independence of
directors. The NYSE Amex requires that a majority of the board must be composed
of “independent directors,” which is defined generally as a person other than an
officer of a company, who does not have a relationship with the company that
would interfere with the director’s exercise of independent judgment in carrying
out the responsibilities of a director. Consistent with these considerations,
our board of directors has affirmatively determined that each of Edward J.
Mathias, Robert B. Hersov, Kerry Kennedy, Richard Y. Roberts and Edward Hanson
will be our independent directors.


49




PART
IV




ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.




The firm
of Marcum LLP acts as our independent registered public accounting
firm.  The following is a summary of fees paid to Marcum LLP for
services rendered.




Audit
Fees




During
the fiscal year ended December 31, 2009, audit fees for our independent
registered public accounting firm were $75,000.




Audit-Related
Fees




We did
not receive audit-related services that are not reported as audit fees for the
fiscal year ended December 31, 2009.




Tax
Fees




During
the fiscal year ended December 31, 2009, we were billed $2,000 for tax services
by our independent registered public accounting firm.




All
Other Fees




During
the fiscal year ended December 31, 2009, there were no fees billed for services
provided by our independent registered public accounting firm other than those
set forth above.




Audit
Committee Approval




Since our
audit committee was not formed until October 2009, the audit committee did not
pre-approve the foregoing services prior to such date, although any services
rendered prior to the formation of our audit committee were reviewed and
ratified.  Our audit committee pre-approved all the foregoing services
subsequent to such date.  In accordance with Section 10A(i) of the
Securities Exchange Act of 1934, before we engage our independent accountant to
render audit or non-audit services on a going-forward basis, the engagement will
be approved by our audit committee.




ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.




(a)
            The
      following Exhibits are filed as part of this
  report.





ExhibitNo.
                              
                              Description2.1.
                              
                              Agreement
      and Plan of Reorganization, dated as of September 4, 2009, by and among
      Triplecrown Acquisition Corp., Cullen Agricultural Holding Corp., Cullen
      Agricultural Technologies Inc., Triplecrown Merger Sub and Cullen Inc.
      Holdings Ltd.(1)3.1
                              
                              Amended
      and Restated Certificate of Incorporation of Cullen Agricultural Holding
      Corp.(1)3.2
                              
                              Bylaws
      of Cullen Agricultural Holding Corp.(1)4.1
                              
                              Form
      of Warrant Agreement between Continental Stock Transfer & Trust
      Company and Triplecrown Acquisition
Corp.(2)




50





4.2
                                                  
                                                  Specimen
      Common Stock Certificate of Cullen Agricultural Holding
      Corp.(3)4.3
                                                  
                                                  Specimen
      Warrant Certificate of Cullen Agricultural Holding
  Corp.(3)4.4
                                                  
                                                  Amendment
      No. 1 to Warrant Agreement between Continental Stock Transfer & Trust
      Company, Triplecrown Acquisition Corp. and Cullen Agricultural Holding
      Corp.(1)10.1
                                                  
                                                  Form
      of Securities Escrow Agreement between Triplecrown Acquisition Corp.,
      Continental Stock Transfer & Trust Company and the Triplecrown
      Founders.(2)10.2
                                                  
                                                  Form
      of Lockup.(1)10.3
                                                  
                                                  Employment
      Agreement between Natural Dairy, Inc. and Dr. Richard
      Watson.(1)10.4
                                                  
                                                  Deed
      of Acknowledgement relating to Intellectual
Property.(3)10.5
                                                  
                                                  Strategic
      Cooperation Agreement between Cullen Agricultural Technologies, Inc. and
      New Zealand Agritech, Inc.(3)10.6
                                                  
                                                  Form
      of Registration Rights Agreement among Triplecrown Acquisition Corp. and
      the Triplecrown Founders.(2)10.7
                                                  
                                                  Contract
      for Sale and Purchase of Grimsley Farm.(4).10.8
                                                  
                                                  Closing
      Date Extension Agreement for Contract for Sale and Purchase of Grimsley
      Farm.(4)10.9
                                                  
                                                  Second
      Closing Date Extension Agreement for Contract for Sale and Purchase of
      Grimsley Farm.(4)10.10
                                                  
                                                  Escrow
      Agreement by and among Cullen Agricultural Holding Corp., Cullen Inc.
      Holdings Ltd. and Continental Stock Transfer & Trust
      Company.(1)10.11
                                                  
                                                  Form
      of Promissory Note issued to Cullen Inc. Holdings
  Ltd.(5)14.1
                                                  
                                                  Form
      of Code of Ethics of Cullen Agricultural Holding
  Corp.(3)21.1
                                                  
                                                  Subsidiaries
      of Cullen Agricultural Holding Corp.99.3
                                                  
                                                  Audit
      Committee Charter.(5)99.4
                                                  
                                                  Nominating
      Committee
Charter.(5)





(1)
            Incorporated
      by reference to the Cullen Agricultural Holding Corp.’s Registration
      Statement on Form S-4 (File No. 333-161773) filed on September 8,
      2009.




(2)
            Incorporated
      by reference to Amendment No. 2 to Triplecrown’s Registration Statement on
      Form S-1 (File Nos. 333-144523 and 333-146850) filed on September 24,
      2007.




51




(3)
            Incorporated
      by reference to Amendment No. 1 to Cullen Agricultural Holding Corp.’s
      Registration Statement on Form S-4 (File No. 333-161773) filed on
      September 10, 2009.




(4)
            Incorporated
      by reference to Amendment No. 3 to Cullen Agricultural Holding Corp.’s
      Registration Statement on Form S-4 (File No. 333-161773) filed on
      September 10, 2009.




(5)
            Incorporated
      by reference to Cullen Agricultural Holding Corp.’s Current Report on Form
      8-K, filed October 22, 2009.




52


SIGNATURES





Pursuant
to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 31st day of March
2010.





CULLEN
      AGRICULTURAL HOLDING
                CORP.By:
              /s/ Eric WatsonEric
      WatsonChief
      Executive Officer, Secretary, and
                Treasurer
      (Principal Executive Officer,
                Principal
      Financial Officer and Principal
                Accounting
      Officer)





In
accordance with 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.





Name
                    
                    Title
                    
                    Date/s/ Eric J. Watson
                    
                    Chief
      Executive Officer, Secretary, and
                    
                    March
      31, 2010Eric
      J. Watson
                    
                    Treasurer
      and Director (Principal Executive
                      Officer,
      Principal Financial Officer and
                      Principal
      Accounting Officer)/s/ Richard Watson
                    
                    Director
                    
                    March
      31, 2010Richard
      Watson/s/ Edward J. Mathias
                    
                    Director
                    
                    March
      31, 2010Edward
      J. Mathias/s/ Robert B. Hersov
                    
                    Director
                    
                    March
      31, 2010Robert
      B. Hersov/s/ Kerry Kennedy
                    
                    Director
                    
                    March
      31, 2010Kerry
      Kennedy/s/ Richard Y. Roberts
                    
                    Director
                    
                    March
      31, 2010Richard
      Y. Roberts/s/ Edward Hanson
                    
                    Director
                    
                    March
      31, 2010Edward
      Hanson




53





Cullen
Agricultural Holding Corp. and Subsidiaries


(a
development stage corporation)


CONTENTS





PageFINANCIAL
      STATEMENTSReport
      of independent registered public accounting firm
                          F-2Consolidated
      Financial Statements:Balance
      Sheet as of December 31, 2009
                          F-3Statement
      of Operations for the period from June 3, 2009 (inception) through
      December 31, 2009
                          F-4Statement
      of Changes in Stockholders’ Equity for the period from June 3, 2009
      (inception) through December 31, 2009
                          F-5Statement
      of Cash Flows for the period from June 3, 2009 (inception) through
      December 31, 2009
                          F-6NOTES
      TO THE CONSOLIDATED FINANCIAL STATEMENTS
                          F-7




F-1




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Audit Committee of the
 Board of
Directors and Stockholders
 of Cullen
Agricultural Holding Corp. and Subsidiaries
 
 We have audited the accompanyingconsolidatedbalance sheet ofCullen
Agricultural Holding Corp. and Subsidiaries (a development stage
corporation)(the “Company”) as ofDecember 31, 2009, and the relatedconsolidatedstatements ofoperations, changes in stockholders’ equity and
cash flows for theperiod
from June 3, 2009 (inception) through December 31, 2009.  Theseconsolidatedfinancial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on theseconsolidatedfinancial statements based on our
audit.
 
 We
conducted our audit in accordance with the standards 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
consolidated financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit 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 audit
provides a reasonable basis for our opinion.
  In our opinion, theconsolidatedfinancial statements referred to above
present fairly, in all material respects, the financial position ofCullenAgricultural Holding Corp.
and Subsidiaries, (a development
stage corporation) as ofDecember31, 2009and the results of its operations and
its cash flows for theperiod from June 3, 2009 (inception)
through December 31, 2009in conformity with accounting principles generally acceptedin theUnited Statesof America.
  The accompanyingconsolidatedfinancial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note1to theconsolidatedfinancial statements, the Companyis in the
 development stage, has incurred a loss of $612,526for the period from June 3, 2009
(inception) through December 31, 2009 and to date has not generated any
revenues. These conditions raisesubstantial doubt aboutthe Company’sability to continue as a going concern.
Management’s plans in regard to these matters are also described in Note1. Theconsolidatedfinancial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
 
 /s/
Marcum LLP
 
 
 Melville,
New York
 March 31,
2010




F-2




Cullen
Agricultural Holding Corp. and Subsidiaries


(a
development stage corporation)


Consolidated
Balance Sheet








December 31, 2009ASSETSCURRENT
      ASSETSCash
                                
                                
                                1,292,204Rent
      receivable
                                
                                
                                7,461Prepaid
      expenses and other current assets
                                
                                
                                86,083Federal
      tax receivable
                                
                                
                                1,349,969Total
      Current Assets
                                
                                
                                2,735,717PROPERTY,
      PLANT AND EQUIPMENT, Net
                                
                                
                                9,119,612TOTAL
      ASSETS
                                
                                $
                                11,855,329LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccrued
      expenses
                                
                                
                                508,380Due
      to affiliates
                                
                                
                                28,055Total
      Current Liabilities
                                
                                
                                536,435Note
      payable to related party
                                
                                
                                5,867,575TOTAL
      LIABILITIES
                                
                                
                                6,404,010COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITYPreferred
      stock - $0.0001 par value; authorized 1,000,000 shares; no shares issued
      and outstanding
                                
                                
                                —Common
      stock, par value $0.0001 ;160,000,000 shares authorized; 19,247,311 shares
      issued and outstanding
                                
                                
                                1,925Additional
      paid in capital
                                
                                
                                6,061,920Accumulated
      deficit
                                
                                
                                (612,526
                                )TOTAL
      STOCKHOLDERS' EQUITY
                                
                                
                                5,451,319TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                
                                $
                                11,855,329





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


F-3





Cullen
Agricultural Holding Corp. and Subsidiaries


(a
development stage corporation)





Consolidated
Statement of Operations
  For
the Period From June 3, 2009 (Inception) Through December 31, 2009





Revenues
                          
                          $
                          —General
      and administrative expenses
                          
                          
                          524,924LOSS
      FROM OPERATIONS
                          
                          
                          (524,924
                          )OTHER
      INCOME (EXPENSE)Interest
      expense - related party
                          
                          
                          (111,359
                          )Other
      income
                          
                          
                          24,077TOTAL
      OTHER EXPENSE
                          
                          
                          (87,282
                          )LOSS
      BEFORE INCOME TAXES
                          
                          
                          (612,206
                          )INCOME
      TAXES
                          
                          
                          320NET
      LOSS
                          
                          $
                          (612,526
                          )Weighted
      average number of common shares outstanding – basic and
      diluted
                          
                          
                          19,247,311Basic
      and diluted net loss per share
                          
                          $
                          (0.03
                          )




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


F-4





Cullen
Agricultural Holding Corp. and Subsidiaries


(a
development stage corporation)




Consolidated
Statement of Changes in Stockholders’
Equity
  For
the Period From June 3, 2009 (Inception) Through December 31, 2009





Common
      Stock
                          
                          
                          Additional
                          
                          
                          AccumulatedShares
                          
                          
                          Amount
                          
                          
                          Paid-in
      Capital
                          
                          
                          Deficit
                          
                          
                          TotalBALANCE- Beginning
      June 3, 2009 (inception)
                          
                          
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —
                          
                          
                          $
                          —Issuance
      of stock to initial stockholder – 100 sharesat $0.0001
      per share
                          
                          
                          100
                          
                          
                          
                          —
                          
                          
                          
                          100
                          
                          
                          
                          —
                          
                          
                          
                          100Issuance
      of stock due to Merger – 19,247,211 sharesat
      $0.0001 per share on October 22, 2009
                          
                          
                          19,247,211
                          
                          
                          
                          1,925
                          
                          
                          
                          6,061,820
                          
                          
                          
                          —
                          
                          
                          
                          6,063,745Net
      (loss) for the period from June 3, 2009(inception) through
      December 31, 2009
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          (612,526
                          )
                          
                          
                          (612,526
                          )BALANCE- December 31,
      2009
                          
                          
                          19,247,311
                          
                          
                          $
                          1,925
                          
                          
                          $
                          6,061,920
                          
                          
                          $
                          (612,526
                          )
                          
                          $
                          5,451,319





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


F-5





Cullen
Agricultural Holding Corp. and Subsidiaries


(a
development stage corporation)




Consolidated
Statements of Cash Flows
  For
the Period From June 3, 2009 (Inception) Through December 31, 2009





CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      loss
                            
                            $
                            (612,526
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
                            
                            
                            2,639Changes
      in operating assets and liabilities:Rent
      receivable
                            
                            
                            (7,461
                            )Prepaid
      expenses and other current assets
                            
                            
                            (86,083
                            )Accrued
      expenses
                            
                            
                            466,558TOTAL
      ADJUSTMENTS
                            
                            
                            375,653NET
      CASH USED IN OPERATING ACTIVITIES
                            
                            
                            (236,873
                            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases
      of property and equipment
                            
                            
                            (561,769
                            )CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of note payable
                            
                            
                            (986,343
                            )Advances
      from affiliate
                            
                            
                            19,434Cash
      acquired in reverse merger
                            
                            
                            3,057,755NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            2,090,846NET
      INCREASE IN CASH
                            
                            
                            1,292,204CASH
      – Beginning
                            
                            
                            —CASH
      – Ending
                            
                            $
                            1,292,204SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATIONCash
      paid during the years for:Interest
                            
                            $
                            13,657Taxes
                            
                            $
                            0Non-cash
      investing and financing activities:On
      October 22, 2009, the Company completed its reverse merger and
      recapitalization by acquiring certain assets and assuming certain
      liabilities:Tax
      refund receivable
                            
                            $
                            1,349,969Land
      and land improvements
                            
                            
                            8,560,482Loan
      payable
                            
                            
                            (6,853,918
                            )Accrued
      expenses
                            
                            
                            (41,822
                            )Due
      to affiliate
                            
                            
                            (8,621
                            )Issuance
      of stock
                            
                            
                            (1,925
                            )Net
      non-cash recapitalization
                            
                            $
                            3,004,165





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


F-6





Note
1 –Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration





Organization
and Nature of Operations





Cullen
Agricultural Holding Corp. (the “Company”, “we”, “us” or “our”) was incorporated
in Delaware on August 27, 2009.  We are a development stage
company.  Our principal focus is to use our intellectual property in
forage and animal sciences to improve agricultural yields.  To date,
we have not generated any revenue and will not do so until we have sufficient
funds to implement our business plan described below.





We were
formed as a wholly-owned subsidiary of Triplecrown Acquisition Corp.
(“Triplecrown”), a blank check company.  CAT Merger Sub, Inc. (“Merger
Sub”), a Georgia corporation, was incorporated as our wholly-owned subsidiary on
August 31, 2009.  We were formed in order to allow Triplecrown to
complete a business combination (the “Merger”) with Cullen Agricultural
Technologies, Inc. (“Cullen Agritech”), as contemplated by the Agreement and
Plan of Reorganization (the “Merger Agreement”), dated as of September 4, 2009,
as amended, among Triplecrown, the Company, Merger Sub, Cullen Agritech and
Cullen Inc. Holdings Ltd. (“Cullen Holdings”).  Cullen Agritech was
formed on June 3, 2009.  Cullen Agritech’s primary operations are
conducted through Natural Dairy Inc., a wholly owned subsidiary of Cullen
Agritech.  Cullen Holdings is an affiliated entity controlled by Eric
J. Watson, our Chief Executive Officer, Secretary, Chairman of the Board and
Treasurer and, prior to the Merger, was the holder of all of the outstanding
common stock of Cullen Agritech.





Pursuant
to the Merger, (i) Triplecrown merged with and into the Company with the Company
surviving as the new publicly-traded corporation and (ii) Merger Sub merged with
and into Cullen Agritech with Cullen Agritech surviving as a wholly owned
subsidiary of the Company.  As a result of the Merger, the former
security holders of Triplecrown and Cullen Agritech became the security holders
of the Company.  Thus, the Company became a holding company, operating
through its wholly-owned subsidiary, Cullen Agritech.  The Merger was
consummated on October 22, 2009 as more fully described below.





On
October 22, 2009, $538,810,161 was held in Triplecrown’s trust account. Upon
consummation of the Merger, the funds were disbursed as follows: $149,007,989 to
stockholders who voted against the Merger and elected to convert their shares
into a pro rata portion of the Triplecrown trust account (approximately $9.76
per share); $384,950,260  to the third parties who entered into stock
purchase agreements with Triplecrown pursuant to which Triplecrown agreed to
purchase such parties’ Triplecrown shares in connection with the Merger;
$1,154,157 in fees paid to Victory Park Capital Advisors, LLC for the
aggregation of shares from such third parties; the remaining $3,697,755 from
Triplecrown’s trust account was received by the Company upon consummation of the
Merger. Of this amount, $640,000 was used to pay expenses and fees associated
with the transaction, resulting in net proceeds to the Company of $3,057,755.
The net proceeds received by the Company are expected to be used for general
working capital purposes.


F-7


Note
1 –Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Basis
of Presentation and Accounting treatment of Merger





As of the
Closing, the former shareholders of Triplecrown had an approximate 18% voting
interest in the Company and Cullen Holdings had an approximate 82% voting
interest in the Company. The Merger was accounted for as a reverse merger
accompanied by a recapitalization of the Company. Under this accounting method,
Cullen Agritech is considered the acquirer for accounting purposes because it
has obtained effective control of the Company and Triplecrown as a result of the
Merger. This determination was primarily based on the following facts: the
Cullen Holdings’ retention of a majority voting interest in the Company; and
Cullen Holdings’ senior management serve as the senior management of the
Company. Under this method of accounting, the recognition and measurement
provisions of ASC 805, “Business Combinations” (“ASC 805”) do not apply and
therefore, the Company did not recognize any goodwill or other intangible assets
based upon fair value or related amortization expense associated with
amortizable intangible assets. Instead, the share exchange transaction utilizes
the capital structure of the Company with Cullen Agritech surviving as a
subsidiary and the assets and liabilities of Cullen Agritech are recorded at
historical cost.





Principles
of Consolidation





The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary, Cullen Agricultural Technologies, Inc., including its
wholly owned subsidiary, Natural Dairy Inc. All intercompany accounts and
transactions have been eliminated in consolidation.





Going
Concern Consideration





The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. Subsequent to
the closing of the Merger on October 22, 2009 and after payment of converting
stockholders and forward contracts (including fees), approximately $3.7 million
was disbursed to the Company.  After payment of transaction related
expenses (excluding deferred underwriting commissions), there was approximately
$3.1 million available for the Company’s working capital requirements. As
reflected in the accompanying consolidated financial statements, the
Company is a development stage corporation and has incurred a net loss
of $612,526 for the period from June 3, 2009 (inception) through December 31,
2009, and $1,292,204 of cash as of December 31, 2009. Additionally, upon the
consummation of the Merger, the Company issued to Cullen Holdings a promissory
note in the amount of $6,853,918, representing part of the purchase price of a
certain piece of land to be used by the Company following the Closing (see Note
6 to the Company’s consolidated financial statements). This amount was to be
repaid to Cullen Holdings at Closing but sufficient funds were not
available.  As of March 2010, the Company has repaid Cullen Holdings
$2,000,000 of the note, consisting of $1,963,642 of principal and $36,358 of
interest. The Company is due to receive a tax refund of approximately $1.4
million during 2010, which is subject to the processing of the Triplecrown short
year final tax return, which was filed with the Internal Revenue Service during
the fourth quarter of 2009.


F-8





Note
1 –Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Going
Concern Consideration, continued




The
Company intends to seek further debt or equity financing to execute its business
plan. The Company may not be able to attain further financing on terms
acceptable to it or at all and the Company’s funds may not be sufficient to
execute its business plan. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might be necessary if it is
unable to continue as a going concern.





Use
of Estimates





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America (“GAAP”) requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.





Cash





The
Company deems all highly liquid financial instruments purchased with an original
maturity date of three months or less, to be cash equivalents. At December 31,
2009, there were no cash equivalents. Cash and cash equivalents are insured by
the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each
financial institution.  Cash balances maintained at financial
institutions may, at times, exceed the FDIC limits.





Property,
Plant and Equipment





Property
and equipment are stated at cost, net of accumulated depreciation. The Company
charges to expense repairs and maintenance items, while major improvements and
betterments are capitalized.





Depreciation
and amortization is provided on the straight-line method over the following
estimated useful lives of the assets:





Buildings
              
              15
      yearsMachinery
      and equipment
              
              5 –
      7 yearsTransportation
      equipment
              
              5
      yearsLand
      improvements
              
              15
      years




F-9


Note
1 –Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Web
Site Costs





Certain
costs incurred in creating the graphics and content of the Cullen Agritech web
site have been capitalized in accordance with the Accounting Standards
Codification (“ASC”) Topic 350,  “Intangible – Goodwill and Other”,
issued by the Financial Accounting Standards Board (“FASB”).





When the
website is operational these costs will be amortized over a 3 year
period.  Web site design and conceptual costs are expensed as
incurred.  As of December 31, 2009, no amortization expense has been
recorded since the web site has not been placed into service.





Loss
Per Share





The
Company follows the provisions of the Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (the “ASC”) ASC 260, “Earnings Per
Share” (“ASC 260”). In accordance with ASC 260, earnings per common share
amounts (“Basic EPS”) are computed by dividing earnings by the weighted average
number of common shares outstanding for the period. Earnings per common share
amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options,
warrants, and other potential common stock outstanding during the period. ASC
260 requires the presentation of both Basic EPS and Diluted EPS on the face of
the statements of operations. The effect of the Merger has been given
retroactive application in the EPS calculation. At December 31, 2009 there were
74,000,000 warrants outstanding that were not included in the calculation of
basic and diluted EPS because the effects of these securities would have been
anti-dilutive.





Basic
earnings per share is calculated using the average number of common shares
outstanding and diluted earnings per share is computed on the basis of the
average number of common shares outstanding plus the effect of outstanding
warrants using the “treasury stock method.”





December 31, 2009Net
      income available to common shareholders
                    
                    $
                    612,526Weighted
      average common shares outstanding – Basic
                    
                    
                    19,247,311Net
      effect of dilutive common stock warrants
                    
                    
                    —Weighted
      average common shares and common shares equivalent –
    Diluted
                    
                    
                    19,247,311Basic
      loss per share
                    
                    $
                    (0.03
                    )Diluted
      loss per share
                    
                    $
                    (0.03
                    )




F-10


Note
1 – Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Income
Taxes





The
Company accounts for income taxes in accordance with ASC 740, "Income Taxes"
("ASC 740"). ASC 740 requires an asset and liability approach for financial
accounting and reporting for income taxes and establishes for all entities a
minimum threshold for financial statement recognition of the benefit of tax
positions, and requires certain expanded disclosures. The provision for income
taxes is based upon income or loss after adjustment for those permanent items
that are not considered in the determination of taxable income. Deferred income
taxes represent the tax effects of differences between the financial reporting
and tax bases of the Company's assets and liabilities at the enacted tax rates
in effect for the years in which the differences are expected to reverse. The
Company evaluates the recoverability of deferred tax assets and establishes a
valuation allowance when it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Management makes judgments as to
the interpretation of the tax laws that might be challenged upon an audit and
cause changes to previous estimates of tax liability. In management's opinion,
adequate provisions for income taxes have been made. If actual taxable income by
tax jurisdiction varies from estimates, additional allowances or reversals of
reserves may be necessary. The Company has identified its federal tax return and
its state tax return in Georgia as "major" tax jurisdictions. Based on the
Company's evaluation, it has been concluded that there are no significant
uncertain tax positions requiring recognition in. the Company's financial
statements. Since the Company was incorporated on June 3, 2009 the evaluation
was performed for the 2009 tax year the only period subject to examination. The
Company believes that its income tax positions and deductions will be sustained
on audit and does not anticipate any adjustments that will result in a material
change to its financial position.





The
Company’s policy for recording interest and penalties associated with audits is
to record such items as a component of income tax expense.  There were
no amounts accrued for penalties and interest as of or during the period from
June 3, 2009 (inception) through December 31, 2009.  The Company does
not expect its uncertain tax position to change during the next twelve
months.  Management is currently unaware of any issues under review
that could result in significant payments, accruals or material deviations from
its position.  The adoption of the provisions of ASC 740 did not have
a material impact of the Company’s consolidated financial position, results of
operations and cash flows.





Recently
Issued and Adopted Accounting Pronouncements





During
the third quarter of 2009, the Company adopted the Financial Accounting
Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2009-01,
“Amendments Based on Statement of Financial Accounting Standards No. 168 – The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles” (the “ASC”). The ASC became the single source of
authoritative GAAP in the United States, other than rules and interpretive
releases issued by the SEC. The ASC reorganized GAAP into a topical format that
eliminates the previous GAAP hierarchy and instead established two levels of
guidance – authoritative and nonauthoritative. All non-grandfathered, non-SEC
accounting literature that was not included in the ASC became nonauthoritative.
The adoption of the ASC did not change previous GAAP, but rather simplified user
access to all authoritative literature related to a particular accounting topic
in one place. Accordingly, the adoption had no impact on the Company’s
consolidated financial position and results of operations.


F-11


Note
1 – Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Recently
Issued and Adopted Accounting Pronouncements,continued




In
December 2007, the FASB issued guidance now codified in ASC 805. “Business
Combinations.” The new standard changes accounting for acquisitions that close
beginning in 2009 in a number of areas including the treatment of contingent
consideration, contingencies, acquisition costs, In-process research &
development and restructuring costs.  More transactions and events
will qualify as business combinations and will be accounted for at fair value
under the new standard.  The new standard promotes greater use of fair
values in financial reporting. In addition, under the new standard, changes in
deferred tax asset valuation allowances and acquired income tax uncertainties in
a business combination after the measurement period will impact income tax
expense. Some of the changes will introduce more volatility into
earnings.  The new standard is effective for fiscal years beginning on
or after December 15, 2008.  The Company adopted this standard on June
3, 2009. This standard will have an impact on accounting for any business
acquired in the future.





In
December 2007, the FASB issued guidance now codified in ASC 810, “Consolidation”
(“ASC 810”). The new standard will change the accounting and reporting for
minority interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity. This new consolidation method will
significantly change the accounting for transactions with minority interest
holders. The new standard is effective for fiscal years beginning after December
15, 2008. The Company adopted this standard on June 3, 2009. This standard will
have an impact on the presentation and disclosure of the noncontrolling
interests of any non-wholly owned business acquired in the future.





In May
2009, the FASB issued guidance now codified in ASC 855, “Subsequent Events”.
This new standard is to establish general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued. This new standard became effective June 15,
2009 for all subsequent reporting periods. The adoption of this standard
resulted in additional disclosure with respect to subsequent
events.





In
February 2010, Financial Accounting Standards Board ("FASB") issued Accounting
Standards Update ("ASU") 2010-09,Subsequent Events (Topic 855) Amendments to
Certain Recognition and Disclosure Requirements , which amends disclosure
requirements within Subtopic 855-10. An entity that is an SEC filer is not
required to disclose the date through which subsequent events have been
evaluated. This change alleviates potential conflicts between Subtopic 855-10
and the SEC's requirements. ASU 2010-09 is effective upon issuance. The adoption
of ASU 2010-09 did not have a material impact on the Company's consolidated
financial statements.


F-12


Note
1 – Organization, Business Operations, Significant Accounting Policies and Going
Concern Consideration, continued





Recently
Issued and Adopted Accounting Pronouncements, continued





In
December 2009, FASB issued ASU 2009-17,Consolidations (Topic 810) Improvements
to Financial Reporting by Enterprises Involved with Variable Interest Entities ,
which replaces the quantitative-based risks and rewards calculation for
determining which enterprise, if any, has a controlling financial interest in a
variable interest entity with an approach focused on identifying which
enterprise has the power to direct the activities of a variable interest entity
that most significantly impact the entity's economic performance and (1) the
obligation to absorb losses of the entity or (2) the right to receive benefits
from the entity. ASU 2009-17 also requires additional disclosures about an
enterprise's involvement in variable interest entities. ASU 2009-17 is effective
as of the beginning of each reporting entity's first annual reporting period
that begins after November 15, 2009. The Company does not expect the adoption of
ASU 2009-17 to have a material impact on its consolidated financial
statements.





Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
consolidated financial statements.





Note
2 – Merger





On
September 4, 2009, the Company entered into the Merger Agreement. Parties to the
Merger Agreement included the Company, Triplecrown, the Merger Sub, Cullen
Agritech and Cullen Inc. Holdings Ltd. (the “Parties”).  Pursuant to
the Merger Agreement, the Parties (i) merged Triplecrown into the Company, with
the Company being the surviving public entity and (ii) merged Merger Sub into
Cullen Agritech, with Cullen Agritech being the surviving subsidiary of the
Company.  The Merger was consummated on October 22,
2009.  As a result, the holders of common stock and warrants of
Triplecrown received like securities of the Company, on a one-to-one basis, in
exchange for their existing securities, except that 11,380,000 shares of the
13,800,000 shares of common stock owned by Triplecrown’s founding shareholders
and directors were cancelled.  The shares of Cullen Agritech’s common
stock were converted into 15,881,148 shares of the Company’s common stock as
purchase consideration. Upon consummation of the Merger, the Company became the
sole owner of Cullen Agritech’s common stock.





In
connection with the Merger, the stockholders of Triplecrown approved the
amendment of certain terms of the Warrant Agreement, dated as of October 22,
2007. Specifically the holders of Triplecrown’s warrants agreed to increase the
strike price of the warrants from $7.50 per share to $12.00 per share and to
extend the expiration date to October 22, 2013. No compensation expense was
recorded as a result of the modification to warrants.


F-13


Note
2 – Merger, continued





On
October 22, 2009, the Merger was consummated (the “Closing”).  In
connection with the transactions, Triplecrown entered into “forward contracts”
to purchase approximately 39.4 million of the shares of its common stock sold in
its initial public offering in privately negotiated transactions from
stockholders who would otherwise have voted against the Merger for an aggregate
purchase price of approximately $385 million.  The closing of such
purchases was effected on the closing out of the funds that were held in
Triplecrown’s trust account and were released as a result of the
Merger.  In connection with such purchases, Triplecrown paid a fee to
Victory Park Capital Advisors, LLC of $1,154,157 for purchasing an aggregate of
approximately 15.5 million shares from stockholders who would otherwise have
voted against the Merger.





Upon
completion of the Merger, Cullen Holdings was issued 15,881,148 shares of the
Company’s common stock for its interest in Cullen Agritech. Of this amount,
1,588,114 shares were deposited in escrow to secure the indemnification
obligations owed to Triplecrown under the Merger Agreement. Additionally, two
consultants to Triplecrown were issued an aggregate of 455,000 shares of common
stock of the Company.





After
giving effect to the Merger and the issuances to Triplecrown’s two consultants,
as of October 22, 2009, 19,247,311 shares of the Company’s common stock were
outstanding and 74,000,000 warrants, each to purchase one share of the Company’s
common stock.




The
number of shares of common stock of the Company issued and outstanding upon
consummation of the Merger on October 22, 2009 is summarized as
follows:


Triplecrown
      Public Shares outstanding prior to the Merger
                
                
                55,200,000Triplecrown
      Founder shares
                
                
                13,800,000Total
      Triplecrown shares outstanding prior to the Merger
                
                
                69,000,000Common
      shares forfeited by Triplecrown Founders
                
                
                (11,260,000
                )Common
      shares forfeited by Triplecrown non-continuing directors
                
                
                (120,000
                )Triplecrown
      shares converted to a pro rata share portion of Triplecrown’s trust
      account (1)
                
                
                (15,267,212
                )Triplecrown
      shares purchased pursuant to stock purchase agreements (2)
                
                
                (39,441,625
                )Total
      Triplecrown shares outstanding immediately prior to the effective date of
      the Merger
                
                
                2,911,163Share
      exchange ratio (1 to 1)
                
                1:1Common
      shares issued in connection with the Merger
                
                
                2,911,163Common
      shares issued as purchase consideration to Cullen Holdings
                
                
                15,881,148Common
      shares issued to consultants of Triplecrown
                
                
                455,000Total
      common shares outstanding at closing, October 22, 2009
                
                
                19,247,311




(1)
Reflects the 15,267,212 Triplecrown shares, representing 27.66% of the shares
sold in Triplecrown’s initial public offering, that were converted into a pro
rata portion of the funds in the Triplecrown trust account in connection with
the consummation of the Merger.


F-14


Note
2 – Merger, continued




(2) Prior
to Triplecrown’s stockholder meeting on October 22, 2009, Triplecrown entered
into stock purchase agreements with several third parties pursuant to which
Triplecrown agreed to purchase such parties’ Triplecrown shares in connection
with the Merger.





Note
3 – Property, Plant and Equipment





At
December 31, 2009, property, plant and equipment consisted of the
following:





Land
                    
                    $
                    8,445,606Buildings
                    
                    
                    185,375Machinery
      and equipment
                    
                    
                    6,170Website
                    
                    
                    3,328Land
      improvements
                    
                    $
                    481,7729,122,251Less:
      Accumulated depreciation and amortization
                    
                    
                    2,639Property,
      plant and equipment, net
                    
                    
                    9,119,612





Depreciation
and amortization expense for the period from June 3, 2009 (inception) through
December 31, 2009 was $2,639. Machinery and equipment, website cost and land
improvements, which amounted to $6,170, $3,327,
$481,772,  respectively, have not been placed into service as of
December 31, 2009. Accordingly, no depreciation or amortization has been
recorded related to these assets.





Note
4 – 2009 Long-Term Incentive Equity Plan





The
Company’s 2009 Long-Term Incentive Equity Plan (the “Plan”) permits the granting
of stock options, stock appreciation rights, restricted stock and other stock
based awards to officers, employees, directors and consultants of the Company
for up to 2,405,914 shares.  The Company believes that such awards
better align the interest of its employees with those of its
shareholders.  Option awards are granted with an exercise price equal
to the market price on the date of grant and they generally vest over a three
year period and expire between 5 and 10 years from the date of
issuance.  Stock appreciation rights may be awarded in tandem with an
option and shall no longer be exercisable upon termination or the exercise of
the related option.  The term of the stock appreciation right is
determined by the Plan’s committee.  Restricted stock and other stock
based awarded at the discretion of the Plan’s committee.  As of
December 31, 2009, there have been no awards granted under this
Plan.


F-15





Note
5 – Income Taxes





The
components of the income tax provision are as follows:





Current:Federal
                      
                      $
                      —State
                      
                      
                      320Deferred:Federal
                      
                      
                      —State
                      
                      
                      —Income
      tax expense
                      
                      $
                      320





Deferred
income taxes, if applicable, are provided for the differences between the basis
of assets and liabilities for financial reporting and income tax
purposes.  A valuation allowance is established when necessary to
reduce deferred tax assets to the amount expected to be realized.




As of
December 31, 2009, the Company had a net operating loss carry forward of
$609,572, which expires in 2029,  if realized it would have a tax
benefit of $231,394.  The Company has determined that this deferred
tax asset has no value at this time, as the Company does not believe it will
utilize these losses in the future, and accordingly has recorded a valuation
allowance of 100% of the deferred tax asset.





A
reconciliation of the provision for income taxes with the amounts computed by
applying the statutory Federal income tax to income from continuing operations
before provision for income taxes is as follows:





For the Period from
                  June 3, 2009 (inception)
                  through
                  December 31, 2009Tax
      provision at statutory
                
                
                34
                %State
      and local taxes (net of federal benefit)
                
                
                4
                %Change
      in valuation allowance and non-deductible items
                
                
                (38
                )%Effective
      tax rate
                
                
                0
                %




F-16





Note
6 – Notes Payable





In
connection with the Merger, Triplecrown and Natural Dairy entered into a
contract to purchase a certain piece of land to be used by us following
consummation of the Merger. The total purchase price of the land was $8,662,500.
Triplecrown paid an initial deposit of $866,250 on the land. On August 10, 2009,
Triplecrown, Natural Dairy and the seller of the land extended the closing date
for the land purchase and Triplecrown paid an additional deposit on the land of
$833,750, interest of $48,070 and a leasing fee to use the land of $3,518 for a
total additional deposit of $885,338.  Natural Dairy closed on this
contract and purchased the land on October 16, 2009.  The balance of
the purchase price for such land was paid by Natural Dairy, which such funds
were advanced to it by Cullen Holdings.  Upon the closing of the
Merger, we issued to Cullen Holdings a promissory note in the amount of
$6,853,918, representing the part of the purchase price that was advanced by
Cullen Holdings. This amount was to be repaid to Cullen Holdings at the closing
of the Merger but sufficient funds were not available.  As of December
31, 2009 the Company had repaid Cullen Holdings $1,000,000 of the note,
consisting of $986,343 of principal and $13,657 of interest. As of March 2010,
the Company has repaid Cullen Holdings $2,000,000 of the note, consisting of
$1,963,642 of principal and $36,358 of interest.  On March 30, 2010,
Cullen Holdings agreed to extend the maturity date of the note from January 20,
2010 to January 20, 2011.  In consideration of this extension, the
Company granted to Cullen Holdings a mortgage on the land that is the subject of
the promissory note. The note continues to accrue interest at the rate of 8% per
annum.


F-17


Note
7 – Commitments and Contingencies





Litigation





On
December 9, 2009, a second amended class action complaint, styled Goodman v.
Watson, et al., was filed in the Court of Chancery of the State of Delaware
against the former directors of Triplecrown.  The complaint alleges
that the defendants breached their fiduciary duties and their duty of disclosure
in connection with Triplecrown’s merger into the Company.  The
plaintiff seeks, as alternative remedies, damages in the amount of $9.74 per
share, to have Triplecrown’s trust account restored and distributed pro rata to
members of the putative class, a quasi-appraisal remedy for members of the
putative class, and an opportunity for members of the putative class to exercise
conversion rights in connection with the merger.  The defendants filed
an answer on December 23, 2009. The former directors intend to defend this
action vigorously but can provide no assurance as to the manner or timing of its
resolution. Adjustments, if any, that might result from the resolution of this
matter have not been reflected in the financial statements.





Related
Party





In
connection with the closing of the IPO, Triplecrown sold 2,500,000 Sponsors’
Warrants to each of Eric J. Watson and Jonathan J. Ledecky, Triplecrown’s
president and secretary, at a purchase price of $1.00 per warrant. These
purchases took place on a private placement basis simultaneously with the
consummation of the IPO. If we call our warrants for redemption, the Sponsors’
Warrants are not redeemable so long as such warrants are held by Messrs. Watson,
Ledecky or their affiliates, including any permitted transferees.





The
holders of the majority of the Founders’ Units and the holders of the majority
of the Sponsors’ Warrants (or underlying shares) each will be entitled to make
up to two demands that we register such units or warrants (or underlying shares)
pursuant to a registration rights agreement entered into with Triplecrown in
connection with the IPO. The holders of the majority of the Founders’ Units can
elect to exercise these registration rights at any time commencing July 22, 2010
(nine months after the consummation of the Merger). The holders of a majority of
the Sponsors’ Warrants (or underlying shares) can elect to exercise these
registration rights at any time. In addition, these holders have certain
“piggy-back” registration rights on registration statements filed subsequent to
such date.  We will bear the expenses incurred in connection with the
filing of any such registration statements.





On
September 3, 2009, Cullen Agritech entered into an agreement with Cullen
Investments Limited, Hart Acquisitions, LLC, Natural Dairy and Dr. Watson
whereby the parties assigned the rights to certain intellectual property,
including the proprietary farming system, to Cullen Agritech upon consummation
of the Merger. Upon completion of the Merger, Cullen Holdings was issued
15,881,148 shares of our common stock (valued at $155 million, or $9.76 per
share) for its interest in Cullen Agritech.


F-18


Note
7 – Commitments and Contingencies, continued





From June
3, 2009 (inception) through December 31, 2009, Cullen Investments Limited funded
part of the operations of both Cullen Agritech and Natural Dairy and incurred
costs of a combined total of $114,937.  These costs consisted of
$69,553 of legal expenses, $28,398 of corporate formational costs and $16,986 of
travel costs. As of December 31, 2009 $113,937 was repaid to Cullen Investments
Limited and $1,000 is payable and included in due to affiliate.





From June
3, 2009 (inception) through December 31, 2009, Hart Acquisitions, LLC also
funded part of the operations of both Cullen Agritech and Natural Dairy and
incurred costs of a combined total of $47,307.  These costs consisted
of $5,114 of property related expenses and $42,193 of employee related expenses.
As of December 31, 2009, $20,251 was repaid to Hart Acquisitions, LLC and the
remainder of $27,055, was repaid during February 2010.





On
February 2, 2010, the Company signed an Escrow Agreement ( the “Escrow
Agreement”) related to the procurement and purchase of 350 cows. The Company,
Struve Technologies, Inc. (“Struve”) and the Seller where all party to this
agreement. Bill TeBrake, the Chairman of Struve, is also a member of our
advisory board. The Escrow Agreement governs the disbursement of funds to Struve
and the Seller at various points of the cow procurement process. On February 15,
2010 the Company signed a Sale and Purchase Agreement with the Seller related to
350 cows. The Sale and Purchase Agreement also governs additional
responsibilities of both the Company and the Seller. Should the seller fulfill
his obligations, the Company will be required to receive the 350 cows on May 15,
2010. The total purchase price of $472,500, less a 20% deposit would be due on
that date.  On February 26, 2010 the Company funded the Escrow account
in the amount of $112,000, which represents a 20% deposit and 50% of Struve’s
fees. As per the terms of the Escrow Agreement, $8,750  was released
to Struve. On March 1, 2010 Struve and the Seller completed certain
responsibilities as required by the Escrow Agreement and an additional $8,750
(25% of Struve’s Fees) was disbursed to Struve as well as an initial deposit of
$94,500.





Employment
Agreements





Effective
September 1, 2009, Dr. Richard Hart Watson became an employee of Natural Dairy
pursuant to an employment agreement entered on August 31, 2009.  Dr.
Watson is the half-brother of Eric Watson.





Effective
January 2010, we entered into a one year employment contract with Dr. Todd White
from New Zealand, pursuant to which he receives a base salary of $90,000 and is
entitled to receive a bonus of between 15% to 30% of the base salary subject to
the sole discretion of the board of directors. The Company also secured a 3 year
visa for Dr. White. Dr. White will assist in the development of our intellectual
property and farming strategy.


F-19





Note
8 – Subsequent Events





On
January 1, 2010, we signed a lease related to our executive offices in Athens,
Georgia.  The lease expires on June 30, 2010. We have the option to
renew the lease for additional 6 months through December 31, 2010. We also have
a second option to renew the lease for an additional 12-month period through
December 31, 2011. This second option is a mutual option, which requires both
parties to be willing to exercise the option. The total rent commitment for the
premises through June 30, 2010 is approximately $8,300.  The total
rent for the first and second option periods is approximately $8,900 and
$20,000, respectively.





During
January 2010, we signed an Agreement with Battle Lumber Co., Inc. for the sale
and removal of merchantable timber located on part of the 3,300 acres of our
property. During February and March of 2010 Battle Lumber has removed a portion
of the timber and remitted payment to us for approximately $30,000. The Company
expects to conclude the removal of timber during 2010.




In
January 2010, the Company entered into an agreement to sell 340 non irrigated
acres of our property. The sale of the parcel of land closed on February 6, 2010
for an aggregate purchase price of approximately $613,000 or approximately
$1,800 per acre. The sale price per acre of the 340 acres sold was lower than
the average price per acre at which the 3,600 acres were purchased. This is due
to the fact that the 340 acres sold were non irrigated, while the 3,600 acres
that were originally purchased were a mixture of irrigated and non irrigated
acres.


On
January 25, 2010, we issued 8,403 shares of Common Stock to Ladenburg Thalmann
& Co. Inc.  as compensation for services performed related to our
merger on October 22, 2009.





The
Company evaluates events that occurred after the balance sheet date but before
the consolidated financial statements are issued. Based upon the evaluation the
company did not identify any recognized or non recognized subsequent events,
except as noted above, that would have required adjustment or disclosure in
the consolidated financial statements..


F-20