UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



(Mark One)

|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|----------------------------------------------------------------------------------------



For the quarterly period ended September
30, 2012



or



|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|-----------------------------------------------------------------------------------------



For the transition period from ________
to_________



Commission File Number: 000-54070



TRIG ACQUISITION 1, INC.

(Exact name of registrant
as specified in its charter)



|NEVADA                          |  | 27-3120288         
|------------------------------- |  | -------------------
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)



641 Lexington Avenue

Suite 1526

New York, New York 10022

(Address of principal executive offices)
(Zip Code)



(212) 521-4406

(Registrant’s telephone number, including
area code)



N/A

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



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

YesxNoo



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 Regulations S-T (§232.405 of this chapter) during the
preceding 12 months (or for shorter period that the registrant was required to submit and post such files). YesoNox



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



|Large Accelerated Filero |  |                                               |  | Accelerated Filero        
|------------------------ |  | --------------------------------------------- |  | --------------------------
|Non-Accelerated Filero   |  | (Do not check if a smaller reporting company) |  | Smaller Reporting Companyx



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



As of November 19, 2012, there were 8,442,500
outstanding shares of common stock, par value $0.001 per share, of the issuer.

















EXPLANATORY
NOTE



Trig
Acquisition 1, Inc. (the “Registrant”) and its professionals were severely impacted by the effects of Hurricane
Sandy and lost power, heat, email, and access to its electronic files for four (4) days following the storm. Accordingly, the
Registrant was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended
September 30, 2012 (the “Quarterly Report”) by the November 14, 2012 filing date applicable to smaller reporting
companies. Pursuant to the Securities and Exchange Commission’s release 2012-226, the Registrant will remain current
and timely in its Exchange Act Reports by filing its Quarterly Report on Form 10-Q for the period ended September 30, 2012 on
or before November 21, 2012, not including any extensions allowable underExchange
Act Rule 12b-25.As a result of the impact of Hurricane Sandy, the Registrant and its
independent registered public accounting firm required additional time to complete its review of the financial statements for
the  period ended September 30, 2012 to be incorporated in the Quarterly Report.







Form 10-Q Quarterly Report

INDEX



|PART I
        FINANCIAL INFORMATION
|------------------------------------
|Item 1                              
|Item 2                              
|Item 3                              
|Item 4                              
|PART II
        OTHER INFORMATION   
|Item 1                              
|Item 1A                             
|Item 2                              
|Item 3                              
|Item 4                              
|Item 5                              
|Item 6                              
|Signatures                          















PART I—FINANCIAL INFORMATION



Item 1. Financial Statements



Trig Acquisition 1, Inc.

(a development stage company)

BALANCE SHEETS



|                                                                                                                                   |  | September 30, 2012 |            |   | December 31, 2011 |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | -
|                                                                                                                                   |  | (Unaudited)        |            |   |                   |  
|ASSETS                                                                                                                             |  |                    |            |   |                   |  
|                                                                                                                                   |  |                    |            |   |                   |  
|CURRENT ASSETS                                                                                                                     |  |                    |            |   |                   |  
|Cash and cash equivalents                                                                                                          |  | $                  | -          |   |                   | $
|Total assets                                                                                                                       |  | $                  | -          |   |                   | $
|                                                                                                                                   |  |                    |            |   |                   |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                              |  |                    |            |   |                   |  
|                                                                                                                                   |  |                    |            |   |                   |  
|CURRENT LIABILITIES                                                                                                                |  |                    |            |   |                   |  
|Cash overdraft                                                                                                                     |  | $                  | 3,907      |   |                   | $
|Accounts Payable                                                                                                                   |  |                    | 124,370    |   |                   |  
|Accounts Payable - Related parties                                                                                                 |  |                    | 223,481    |   |                   |  
|Accrued Compensation                                                                                                               |  |                    | 36,100     |   |                   |  
|Accrued interest                                                                                                                   |  |                    | 17,556     |   |                   |  
|Accrued interest - Related party                                                                                                   |  |                    | 75         |   |                   |  
|Promissory notes                                                                                                                   |  |                    | 25,000     |   |                   |  
|Promissory notes - Related party                                                                                                   |  |                    | 12,500     |   |                   |  
|Due to related party                                                                                                               |  |                    | 2,737      |   |                   |  
|Convertible notes payable, net of discount of $335,255 and $0 respectively                                                         |  |                    | 177,245    |   |                   |  
|Total liabilities                                                                                                                  |  |                    | 622,971    |   |                   |  
|                                                                                                                                   |  |                    |            |   |                   |  
|STOCKHOLDERS' DEFICIT                                                                                                              |  |                    |            |   |                   |  
|Preferred stock, $.0001 par value, 10,000,000 shares authorized, 0 and 400,000 shares issued and outstanding, respectively         |  |                    | -          |   |                   |  
|Common stock, $.001 par value, 100,000,000 shares authorized, 3,322,500 and 1,000,000 shares issued, and outstanding, respectively |  |                    | 3,323      |   |                   |  
|Additional paid-in-capital                                                                                                         |  |                    | 1,010,538  |   |                   |  
|Deficit accumulated during the development stage                                                                                   |  |                    | (1,636,832 | ) |                   |  
|Total stockholders' deficit                                                                                                        |  |                    | (622,971   | ) |                   |  
|Total liabilities and stockholders' deficit                                                                                        |  | $                  | -          |   |                   | $



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



1







Trig Acquisition 1, Inc.

(a development stage company)

STATEMENTS OF OPERATIONS

(Unaudited)





|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  | Cumulative         |          
|------------------------------------------------------- |  | ------------------------- | ---------- | - | -------------------------- | - | --------- | ------------------- |  | - | ---------- | - |  | ------------------ | ---------
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  | Totals             |          
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  | From Inception     |          
|                                                        |  | For the nine months ended |            |   | For the three months ended |   |           | (December 31, 2009) | 
|                                                        |  | September 30,             |            |   | September 30,              |   |           | Through             | 
|                                                        |  | 2012                      |            |   | 2011                       |   |           | 2012                |  |   | 2011       |   |  | September 30, 2012 |          
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Revenue                                                 |  | $                         | -          |   |                            | $ | -         |                     |  | $ | -          |   |  | $                  | -        
|Cost of revenue                                         |  |                           | -          |   |                            |   | -         |                     |  |   | -          |   |  |                    | -        
|Gross profit                                            |  |                           | -          |   |                            |   | -         |                     |  |   | -          |   |  |                    | -        
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Operating expenses                                      |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Stock based compensation                                |  |                           | -          |   |                            |   | -         |                     |  |   | -          |   |  |                    | -        
|Professional fees                                       |  |                           | 176,239    |   |                            |   | 158,399   |                     |  |   | 88,141     |   |  |                    | -        
|Consulting expense - related parties                    |  |                           | 739,200    |   |                            |   | -         |                     |  |   | 581,075    |   |  |                    | -        
|Office and administrative                               |  |                           | 337,001    |   |                            |   | 33,346    |                     |  |   | 311,147    |   |  |                    | -        
|Total operating expenses                                |  |                           | 1,252,440  |   |                            |   | 191,745   |                     |  |   | 980,363    |   |  |                    | -        
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Other expenses                                          |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Interest expense                                        |  |                           | 201,644    |   |                            |   | -         |                     |  |   | 199,113    |   |  |                    | -        
|Interest expense - related party                        |  |                           | 75         |   |                            |   | -         |                     |  |   | -          |   |  |                    | -        
|Total Other expenses                                    |  |                           | 201,719    |   |                            |   | -         |                     |  |   | 199,113    |   |  |                    | -        
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Net loss                                                |  | $                         | (1,454,159 | ) |                            | $ | (191,745  | )                   |  | $ | (1,179,476 | ) |  | $                  | -        
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Loss per share:                                         |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Basic and diluted loss per share                        |  | $                         | (0.89      | ) |                            | $ | (0.19     | )                   |  | $ | (0.40      | ) |  | $                  | -        
|                                                        |  |                           |            |   |                            |   |           |                     |  |   |            |   |  |                    |          
|Weighted average shares outstanding - basic and diluted |  |                           | 1,638,808  |   |                            |   | 1,000,000 |                     |  |   | 2,958,440  |   |  |                    | 1,000,000





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



2







Trig Acquisition 1, Inc.

(a development stage company)

STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

FOR THE PERIOD FROM INCEPTION (DECEMBER
31, 2009) TO SEPTEMBER 30, 2012

(Unaudited)



|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           | Total                | 
|----------------------------------------------------------------------------------------------------- |  | ------------------- | -------- | - | ---------------- | - | ---- | ---------- |  |  | ----------- | - |  | ------------------- | ----- | - | ------- | - | --------- | -------------------- | 
|                                                                                                      |  | Preferred
    Stock |          |   | Common
    Stock |   |      | Additional |  |  | Accumulated |   |  | Stockholders'       |      
|                                                                                                      |  | Shares              |          |   | Amount           |   |      | Shares     |  |  | Amount      |   |  | Paid-in
    Capital |       |   | Deficit |   |           | Equity
    (Deficit) | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Balance, December 31, 2009 (Inception)                                                                |  |                     | -        |   |                  | $ | -    |            |  |  | -           |   |  | $                   | -     |   |         | $ | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Common stock issued for services to founder                                                           |  |                     | -        |   |                  |   | -    |            |  |  | 1,000,000   |   |  |                     | 1,000 |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Net loss                                                                                              |  |                     | -        |   |                  |   | -    |            |  |  | -           |   |  |                     | -     |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Balance, December 31, 2009                                                                            |  |                     | -        |   |                  |   | -    |            |  |  | 1,000,000   |   |  |                     | 1,000 |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Net loss                                                                                              |  |                     | -        |   |                  |   | -    |            |  |  | -           |   |  |                     | -     |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Balance, December 31, 2010                                                                            |  |                     | -        |   |                  |   | -    |            |  |  | 1,000,000   |   |  |                     | 1,000 |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Issuance of Preferred Stock forcash @ $0.50 per share, net
    of $6,842 offering cost                |  |                     | 400,000  |   |                  |   | 400  |            |  |  |             |   |  |                     |       |   |         |   | 192,758   |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Net loss                                                                                              |  |                     | -        |   |                  |   | -    |            |  |  | -           |   |  |                     | -     |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Balance, December 31, 2011                                                                            |  |                     | 400,000  |   |                  |   | 400  |            |  |  | 1,000,000   |   |  |                     | 1,000 |   |         |   | 192,758   |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Conversion of preferred stock to common stock                                                         |  |                     | (400,000 | ) |                  |   | (400 | )          |  |  | 400,000     |   |  |                     | 400   |   |         |   |           |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Conversion of common stock to convertible notes payable                                               |  |                     |          |   |                  |   |      |            |  |  | (400,000    | ) |  |                     | (400  | ) |         |   | (192,758  | )                    | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Common stock to be issued pursuant to stock purchase agreement                                        |  |                     |          |   |                  |   |      |            |  |  | 2,000,000   |   |  |                     | 2,000 |   |         |   |           |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Beneficial conversion feature recognized in connection with issuance
    of convertible notes payable |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   | 512,500   |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Common stock issued pursuant to subscription agreement                                                |  |                     |          |   |                  |   |      |            |  |  | 322,500     |   |  |                     | 323   |   |         |   | 160,927   |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Fair value of warrants issued for services                                                            |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   | 337,111   |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Net loss                                                                                              |  |                     | -        |   |                  |   | -    |            |  |  | -           |   |  |                     | -     |   |         |   | -         |                      | 
|                                                                                                      |  |                     |          |   |                  |   |      |            |  |  |             |   |  |                     |       |   |         |   |           |                      | 
|Balance, September 30, 2012                                                                           |  |                     | -        |   |                  | $ | -    |            |  |  | 3,322,500   |   |  | $                   | 3,323 |   |         | $ | 1,010,538 |                      | 



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



3







Trig Acquisition 1, Inc.

(a development stage company)

STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                       |  |                           |            |   |               |   |          | Cumulative          | 
|-------------------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ------------- | - | -------- | ------------------- | 
|                                                                                       |  |                           |            |   |               |   |          | Totals              | 
|                                                                                       |  |                           |            |   |               |   |          | From Inception      | 
|                                                                                       |  |                           |            |   |               |   |          | (December 31, 2009) | 
|                                                                                       |  | For the nine months ended |            |   | Through       |  
|                                                                                       |  | September 30,             |            |   | September 30, |  
|                                                                                       |  | 2012                      |            |   | 2011          |   |          | 2012                | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Cash flows from operating activities:                                                  |  |                           |            |   |               |   |          |                     | 
|Net loss                                                                               |  | $                         | (1,454,159 | ) |               |   | (191,745 | )                   | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Adjustments to reconcile net loss to net                                               |  |                           |            |   |               |   |          |                     | 
|cash used in operating activities:                                                     |  |                           |            |   |               |   |          |                     | 
|Amortization of discount related to debt                                               |  |                           | 177,245    |   |               |   | -        |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Common stock issued for services                                                       |  |                           | -          |   |               |   | -        |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Fair value of warrants issued for services                                             |  |                           | 337,111    |   |               |   |          |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Change in operating assets and liabilities:                                            |  |                           |            |   |               |   |          |                     | 
|Accounts payable                                                                       |  |                           | 127,923    |   |               |   | 24,851   |                     | 
|Accounts payable - related parties                                                     |  |                           | 223,481    |   |               |   | -        |                     | 
|Accrued compensation                                                                   |  |                           | 36,100     |   |               |   | -        |                     | 
|Accrued interest                                                                       |  |                           | 17,556     |   |               |   | -        |                     | 
|Accrued interest-related party                                                         |  |                           | 75         |   |               |   | -        |                     | 
|Due to related party                                                                   |  |                           | 2,737      |   |               |   | -        |                     | 
|Net cash used in operating activities                                                  |  |                           | (531,931   | ) |               |   | (166,894 | )                   | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Cash flows from financing activities:                                                  |  |                           |            |   |               |   |          |                     | 
|Cash ovverdraft                                                                        |  |                           | 3,907      |   |               |   | -        |                     | 
|Proceeds from convertible notes payable                                                |  |                           | 312,500    |   |               |   | -        |                     | 
|Proceeds from promissory notes                                                         |  |                           | 25,000     |   |               |   | -        |                     | 
|Proceeds from promissory note - related party                                          |  |                           | 12,500     |   |               |   | -        |                     | 
|Proceeds from sale of preferred stock                                                  |  |                           | -          |   |               |   | 193,158  |                     | 
|Proceeds from sale of common stock pursuant to stock purchase agreement                |  |                           | 2,000      |   |               |   | -        |                     | 
|Proceeds from sale of common stock pursuant to subscription agreement                  |  |                           | 161,250    |   |               |   | -        |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Net cash provided by financing activities                                              |  |                           | 517,157    |   |               |   | 193,158  |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Net increase (decrease) in cash and cash equivalents                                   |  |                           | (14,774    | ) |               |   | 26,264   |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Cash and cash equivalents - beginning of period                                        |  |                           | 14,774     |   |               |   | -        |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Cash and cash equivalents - end of period                                              |  | $                         | -          |   |               | $ | 26,264   |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Supplemental disclosures of cash flow information:                                     |  |                           |            |   |               |   |          |                     | 
|Cash paid for income taxes                                                             |  | $                         | -          |   |               | $ | -        |                     | 
|Cash paid for interest                                                                 |  | $                         | -          |   |               | $ | -        |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Supplemental schedules of noncash investing and financing activities:                  |  |                           |            |   |               |   |          |                     | 
|                                                                                       |  |                           |            |   |               |   |          |                     | 
|Beneficial conversion feature in connection with issuance of convertible notes payable |  | $                         | 512,500    |   |               | $ | -        |                     | 
|Conversion of common stock to convertible notes payable                                |  | $                         | 200,000    |   |               | $ | -        |                     | 



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



4







TRIG ACQUISITION 1, INC.

(A Development Stage Company)



NOTES TO UNAUDITED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012



NOTE 1 – ORGANIZATION, BASIS
OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization

TRIG ACQUISITION 1, INC. F/K/A GSP-1,
Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on December
31, 2009. The Company was organized to provide business services and financing to emerging growth entities. The Company was formed
to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in
the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business
entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock
exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that it will be successful in locating or negotiating with any target company.



Activities during the development stage
include developing the business plan and raising capital.



Share Exchange Agreement

On October 18, 2012 (the “Closing
Date”), Trig Acquisition 1, Inc. (the “Company”) entered into a share exchange agreement (the “Exchange
Agreement”) by and among (i) the Company, (ii) Grilled Cheese, Inc., a California corporation, (“Grilled Cheese”),
(iii) GCT, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“GCT”); (iv) David Danhi, the majority
shareholder of Grilled Cheese (“Majority Shareholder”) and (v) Michelle Grant, the minority shareholder of Grilled
Cheese (“Minority Shareholder”, together with the Majority Shareholder, the “Grilled Cheese Shareholders”).Pursuant
to the terms of the Exchange Agreement: (1) the Majority Shareholder transferred to GCT all of the shares of Grilled Cheese held
by such shareholder in exchange for the issuance of 4,275,000 shares of the Company’s common stock, par value $.001 per
share (each a “Share” and collectively, the “Common Stock”); and (2) the Minority Shareholder transferred
all of the shares of Grilled Cheese held by the Minority Shareholder in exchange for $500,000 and 845,000 shares of the Company’s
Common Stock (the “Share Exchange”).



The issuance of the Company’s common
stock to the GCT shareholders as well as the payment of $500,000 to the Minority Shareholder will be accounted for as a recapitalization
rather than a business combination. Therefore, the $500,000 cash payment will be recorded as a reduction of additional paid-in-capital
during the 4th quarter of 2012.



Private Placement Offering

On October 18, 2012, the Company completed
an initial closing (the “Initial Closing”) of a “best efforts” private offering of up to $5,000,000 (the
“Offering”) of Units (as defined below) with a group of accredited investors (the “Purchasers”) for total
gross proceeds to us of $1,050,000. Pursuant to a subscription agreement with the Purchasers (the “Subscription Agreement”),
we issued to the Purchasers units consisting of (i) 10% Convertible Senior Secured Notes (the “Notes”) and (ii) warrants
(the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Notes and the Warrants,
the “Securities”) of our Common Stock at an exercise price of $2.00 per share. Each Unit consists of a Note, in the
principal face amount of $25,000, and Warrants to purchase 12,500 Shares (the “Units”).



5







Notes



The Notes accrue interest at a rate of
10% on the aggregate principal amount, payable on the third anniversary of the issue date (the “Maturity Date”) if
not converted prior to the maturity date. The Notes are subject to (i) an optional conversion into shares of the Company’s
Common Stock at the note holder’s (the “Holder”) election following the date upon which the Company’s
Registration Statement (hereinafter defined) is declared effective with the Securities and Exchange Commission (the “SEC”)
or (ii) a mandatory conversion thirty-six (36) months from the date of issuance. The shares of Common Stock issuable upon conversion
of the Notes shall equal: (i) the principal amount of the Note and the accrued interest thereon (assuming the Company elects to
pay the interest in shares of Common Stock) divided by (ii) $1.00.



Warrants



The Warrants are exercisable for an aggregate
of 525,000 shares of the Company’s Common Stock. The Warrants are exercisable for a period of three years from the original
issue date. The exercise price with respect to the Warrants is $2.00 per share. The exercise price for the Warrants is subject
to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or
other corporate change and dilutive issuances.



Registration Rights Agreement



In connection with the sale of the Units,
the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on October 18, 2012
with the Purchasers, pursuant to which we agreed to register all of the shares of our Common Stock underlying the Notes and the
Warrants (the “Registrable Securities”) on a Form S-1 registration statement (the “Registration Statement”)
to be filed with the SEC within 60 calendar days following the final closing date of the Offering and to use our best efforts
to cause the Registration Statement to be declared effective under the Securities Act within 120 days following the closing date
of the Offering.



The foregoing descriptions of the terms
of the Subscription Agreement, the form of Note, the form of Warrant and the Registration Rights Agreement are qualified in their
entirety by reference to the provisions of the agreements filed as Exhibits 10.2, 4.1, 4.2, and 10.3 respectively, to this Report,
which are incorporated by reference herein.



The
Company accounts for the beneficial conversion feature (“BCF”) and warrant valuation in accordance with FASB ASC 470-20,
Debt with Conversion and Other Options. The Company records a BCF feature related to the issuance of convertible debt that have
conversion features at fixed rates that are in-the-money when issued and the fair value of warrants issued in connection with
those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds
to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible debt equal to the
intrinsic value of the conversion feature. The discount recorded in connection with the BCF and warrant valuation is recognized
as non-cash interest expense and is amortized over the term of the convertible note. The
Company recorded $.01 million for the calculated fair value of the warrants and BCF, in conjunction with the notes issued on October
18, 2012.



Basis of Presentation

The interim financial statements of the
Company are unaudited and contain all adjustments (consisting primarily of normal recurring accruals) necessary for a fair statement
of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be
expected for a full year or for previously reported periods due in part, but not limited to, availability of capital resources,
the timing of acquisitions, and the sensitivity of our business to economic conditions.



The accompanying unaudited financial statements
have been prepared, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”)
and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). You should read these
interim financial statements in conjunction with the audited financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2011.



6







Development Stage

In accordance with Financial Accounting
Standards Board (“FASB”) ASC 915 Development Stage Entities, the Company considers itself to be in the development
stage. The Company’s primary purpose for the time being is to acquire an operating business. The Company spends most of
its time in assessing acquisition targets.



Use of Estimates

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



Earnings (loss) per common share

The Company utilizes the guidance per
FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect
of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the
weighted average shares outstanding during the period. Diluted earnings per share, which is calculated by dividing net income
available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation,
plus the number of common shares that would be issued assuming conversion of all potentially dilutive securities outstanding,
is not presented separately as it is anti-dilutive. Such securities, shown below, presented on a common share equivalent basis
and outstanding as of September 30, 2012 and 2011 have been excluded from the per share computations:



|                          |  | For the Nine Months Ended |          
|------------------------- |  | ------------------------- | ---------
|                          |  | September 30,             |          
|                          |  | 2012                      |          
|Convertible Notes Payable |  |                           | 1,537,515
|Warrants                  |  |                           | 1,900,000



Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and
other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.



Income Taxes

The Company accounts for income taxes
under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.



Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses
at September 30, 2012 and December 31, 2011 consisted primarily of accrued professional fees.



7







Fair Value of Financial Instruments

Effective January 1, 2008, the Company
adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on
a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting
principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure
about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or
operating results, but did expand certain disclosures.



ASC 820 defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs
and minimize the use of unobservable inputs. These inputs are prioritized below:



|Level 1: | Observable inputs such as quoted market prices in active markets for identical
    assets or liabilities
|-------- | --------------------------------------------------------------------------------------------------------



|Level 2: | Observable market-based inputs or unobservable inputs that are corroborated by
    market data
|-------- | ----------------------------------------------------------------------------------------------



|Level 3: | Unobservable inputs for which there is little or no market data, which require
    the use of the reporting entity’s own assumptions.
|-------- | -------------------------------------------------------------------------------------------------------------------------------------



The Company did not have any Level 2 or
Level 3 assets or liabilities as of September 30, 2012, with the exception of its convertible notes payable. The carrying amounts
of these liabilities at September 30, 2012 approximate their respective fair value based on the Company’s incremental borrowing
rate.



Cash is considered to be highly liquid
and easily tradable as of September 30, 2012 and therefore classified as Level 1 within our fair value hierarchy.



In addition, FASB ASC 825-10-25 Fair Value
Option, or ASC 825-10-25, was effective for January 1, 2008. ASC 825-10-25 expands opportunities to use fair value measurements
in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value.
The Company did not elect the fair value options for any of its qualifying financial instruments.



Recent Accounting Pronouncements

A variety of accounting standards have
been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of
any of these standards to have a material impact once adopted.



NOTE 2 – CONVERTIBLE NOTES
PAYABLE



During the nine months ended September
30, 2012, the Company entered into convertible loans with third party non-affiliates in which $312,500 was received in cash and
400,000 common shares were converted into convertible notes payable valued at $200,000. These loans bear interest at 12% and mature
on April 8, 2013. They are convertible at a rate of 33 1/3% of the private placement share price. As a result, the Company recorded
$512,500 in debt discount related to the beneficial conversion feature. In connection with these debentures, the Company has recorded
amortization expense amounting to $177,245 for the nine months ended September 30, 2012 with $335,255 net discount balance remaining.



Upon the conversion of convertible notes,
the Company will issue common stock of the Company and reduce the note payable balance, accrued interest through the date of the
conversion and accelerate the remaining debt discount. The conversion price will be $0.33 per share or 33 1/3 of the closing price
of the private placement.



8







NOTE 3 – PROMISSORY NOTES
PAYABLE



On September 21, 2012 and September 24, 2012, the Company entered
into two secured promissory notes totaling $25,000 due on December 6, 2012 and bearing interest at 12% per annum.



NOTE 4 - RELATED PARTY TRANSACTIONS



Promissory notes payable – related
party

On September 12, 2012, the Company entered
into a secured promissory note (the “Chord Note”) with Chord Advisors, LLC. The Chord Note totaling $12,500 is due
on December 6, 2012 and bears interest at 12% per annum. The Company’s Chief Financial Officer, David Horin is the President
of Chord Advisors, LLC.



Consulting fees – related parties



TRIG Capital Advisory Agreement

The Company’s former Chief Executive
Officer and current Director, A.J. Cervantes and Peter Goldstein, a shareholder of Trig Acquisition 1, Inc. are Principals and
co-founders of Trig Capital Group, LLC.



On July 16, 2012, the Company entered
into an advisory agreement (the “TRIG Capital Advisory Agreement”) with TRIG Capital Group, LLC (“TRIG Capital”).
Pursuant to the TRIG Capital Advisory Agreement, TRIG Capital will provide the Company with foreign and domestic marketing services,
management advice and support regarding operations, administrative services, and assist with business development as required
by the Company. In addition, TRIG Capital will assist management in establishing its franchising operations and assisting in the
sale of these franchises. Under the TRIG Capital Advisory Agreement, TRIG Capital may engage third parties reasonably acceptable
to the Company to assist in its efforts to satisfy the terms of the Agreement, but TRIG Capital shall be liable for any such payments
made to third parties engaged by TRIG Capital.



As compensation for such services, the
Company granted TRIG Capital a warrant to purchase 1,800,000 shares of Common Stock of the Company (the “TRIG Warrant”).
The TRIG Warrant is exercisable until July 16, 2017, with an exercise price of $2.00 per share, or
may be exercised on a cashless basis.In addition to the warrant, the Company will pay TRIG Capital a cash bonus of ten
(10%) percent of the purchase price of any franchises that TRIG Capital may sell on behalf of the Company after completion of
the Share Exchange for a period of five (5) years. Additionally, TRIG Capital will receive a monthly fee of $7,000 on the last
day of each month for a period of no less than 18 months.



For the nine months ended September 30,
2012 the Company recognized a total of $348,041 in consulting fees relating to Trig Capital Group LLC. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed TRIG Capital Group, LLC, $21,000 which has been included in accounts payable – related parties
on the accompanying consolidated balance sheets.



Trilogy IR Agreement

The Company’s former Chief Executive
Officer and current Director, A.J. Cervantes, owns a 100% equity interest in Trilogy Capital.



On July 16, 2012 the Company entered into
an investor relations agreement (the “Investor Relations Agreement”) with Trilogy Capital Partners, Inc. (“Trilogy”).
The parties agreed to an eighteen (18) month contract, whereby Trilogy will provide the Company with the services to develop and
implement a proactive financial communications program designed to increase the investor awareness of the Company in the investment
community. In addition, Trilogy will assist the Company in preparing and disseminating investor relations documents, materials,
and Company presentations, including press releases, online communications, and the Company’s website. Prior to July 16,
2012, Trilogy invoiced the Company for services on a monthly basis.



The Company will pay Trilogy $10,000 per
month for these services. In addition, the Company paid Trilogy $80,000 as an engagement fee. Additionally, the Company paid Trilogy
$40,000 upon the consummation of the Initial Closing of the Offering and will pay an additional $40,000 at or before the final
closing of the Offering.



9







For the nine months ended September 30,
2012 the Company recognized a total of $155,000 in consulting fees relating to Trilogy. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed Trilogy, $77,500 and $0, respectively, which has been included in accounts payable – related
parties on the accompanying consolidated balance sheets.



In addition the Company owes Trilogy $2,737
which has been included in the Due to Related Party account for various expenses paid during the nine months ended September 30,
2012.



Grandview Capital Advisory Agreement

Peter Goldstein, a shareholder of Trig
Acquisition 1, Inc. is the Chairman and President of Grandview Capital Partners, Inc.



On July 16, 2012, the Company entered
into an advisory agreement (the “Grandview Advisory Agreement”) with Grandview Capital Partners, Inc. (“Grandview”).
Pursuant to the Grandview Advisory Agreement, Grandview will provide the Company primarily with assistance and advice in seeking
out a potential merger or acquisition partner or target. Prior to July 16, 2012, Grandview invoiced the Company for services on
a monthly basis.



The Company will pay Grandview $10,000
per month for a period of 18 months. In the event that the Company enters into any transaction involving a sale of the Company
or the sale of any substantial or material assets within 36 months of the date of the Grandview Advisory Agreement, Grandview
will receive a fee between two (2%) and ten (10%) percent of the total transaction, depending on the transaction value, as defined
in the Grandview Advisory Agreement. Additionally, the Company will pay Grandview a cash success fee of $40,000 upon the consummation
of the Initial Closing of the Offering and will pay an additional cash success fee of $40,000 at or before the final closing of
the Offering.



For the nine months ended September 30,
2012 the Company recognized a total of $111,088 in consulting fees relating to Grandview. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed Grandview Capital Partners, Inc. $53,977 and $0, respectively, which has been included in accounts
payable – related parties on the accompanying consolidated balance sheets.



Villard Advisory Agreement

Dimitri Villard is a Director of Trig
Acquisition 1, Inc.



On July 16, 2012, the Company entered
into an advisory agreement (the “Villard Advisory Agreement”) with Dmitri Villard (the “Advisor”). The
parties agreed that from July 1, 2012 until June 30, 2013, the Advisor would perform advisory services for the Company, as well
as serving as member of the Company’s board of directors (the “Board”). The Advisor will devote, on a non-exclusive
basis, the necessary time, energy and efforts to the business of the Company and to use his best efforts and abilities to faithfully
and diligently promote the Company’s business interests. The Company will pay the Advisor $45,000, consisting of: (i) $22,500
of shares of the Company’s Common Stock to be issued equally on a monthly basis pursuant to the terms of the Villard Advisory
Agreement, and (ii) $22,500 of cash to be paid in monthly payments of $1,875 pursuant to the terms of the Villard Advisory Agreement.



For the nine months ended September 30,
2012 the Company recognized a total of $7,500 in consulting fees relating to Dimitri Villard. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed Mr. Villard, $7,500 and $0, respectively, which has been included in accounts payable – related
parties on the accompanying consolidated balance sheets.



10







Pallas Agreement

Mr. Pallas is the President of Franchise
operation for Trig Acquisition 1, Inc.



On March 19, 2012, the Company entered
into a consulting agreement with Brian L. Pallas. The parties agreed that from March 19, 2012 until September 19, 2012, Mr. Pallas
would perform consulting services for the Company. The Company will pay Mr. Pallas $60,000 of cash to be paid in monthly payments
of $10,000 pursuant to the terms of the Agreement.



For the nine months ended September 30,
2012 the Company recognized a total of $60,000 in consulting fees relating to Brian Pallas. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed Mr. Pallas, $40,000 and $0, respectively, which has been included in accounts payable – related
parties on the accompanying consolidated balance sheets.



Lee Employment Agreement

On July 16, 2012, the Company entered
into an employment agreement (the “Employment Agreement”) with Robert Y. Lee, the Executive Chairman of the Company.
The agreement stipulates that Mr. Lee will work no fewer than twenty (20) hours per week. In addition, the parties agreed that
Mr. Lee shall not engage or participate in any business that is in competition in any manner whatsoever with the business of the
Company, or any business which the Company contemplates conducting or intends to conducts. Prior to July 16, 2012, Mr. Lee invoiced
the Company for consulting services on a monthly basis.



For the nine months ended September 30,
2012 the Company recognized a total of $35,000 in consulting fees relating to consulting services provided by Mr. Lee prior to
the commencement of his employment. These fees have been included in consulting fees – related parties on the accompanying
consolidated statements of operations.



As of September 30, 2012 and December
31, 2011, the Company owed Mr. Lee, $10,294 and $0, respectively, which has been included in accounts payable – related
parties on the accompanying consolidated balance sheets.



Chord Advisors Agreement

David Horin, the Chief Financial Officer
of Trig Acquisition 1, Inc., is the President of Chord Advisors, LLC.



On August 1, 2012, the Company entered
into an agreement (the “Chord Agreement”) with Chord Advisors, LLC (“Chord”). Pursuant to the Chord Agreement,
Chord will provide the Company with comprehensive outsourced accounting solutions. The Company will pay Chord $6,250 per month
for a period of 12 months. In addition, on September 1, 2012, the Company granted Chord 100,000 warrants with a term of three
(3) years and an exercise price of $2.00. As of September 30, 2012 and December 31, 2011, the Company owed Chord, $12,500 and
$0, respectively, which has been included in accounts payable – related parties on the accompanying consolidated balance
sheets.



For the nine months ended September 30,
2012 the Company recognized a total of $12,500 in consulting fees relating to Chord. These fees have beenincluded in consulting fees – related parties on the accompanying consolidated statements of operations.



Cohen Advisory Agreement

On June 15, 2012, the Company entered
into an advisory agreement with Richard M. Cohen Consultants, Inc. (the “Advisor”). The parties agreed that from June
15, 2012 until June 14, 2013, the Advisor would perform advisory and consulting services for the Company. The Company will pay
the Advisor $120,000, consisting of: (i) $60,000 of shares of the Company’s Common Stock to be based on the per share price
of the Common Stock sold in the Offering, and (ii) $60,000 of cash to be paid in monthly payments of $5,000 pursuant to the terms
of the agreement. The agreement may be terminated by the Company for cause, as defined in the agreement. Richard M. Cohen is also
the Chairman of Chord. The Company has an accrued liability to Richard M. Cohen Consultants, Inc. of approximately $40,000 as
of September 30, 2012.



11







NOTE 5 – SHAREHOLDERS’
DEFICIT



Stock Issued for Services

On December 31, 2009, the Company issued
1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided.



Stock Issued for Cash

On February 1, 2011, the Company sold
250,000 shares of Series A Convertible Preferred Stock, par value of $0.001 per share, for $125,000 cash ($0.50/share sales price)
and paid offering cost of $6,842. On February 15, 2011, the Company sold 150,000 shares of Series A Convertible Preferred Stock,
par value of $0.001 per share, for $75,000 cash ($0.50/shares sales price).



On April 14, 2012, the Company issued
2,000,000 shares related to a stock purchase agreement at $0.001 per share for $2,000.



During the quarter ended September 30,
2012, the Company issued 322,500 shares related to a subscription agreement at $0.50 per share for $161,250.



Conversion of Series A Preferred
Stock

The Series A Preferred Stock provides
that one year from the date of initial issuance of any shares of the Series A Preferred Stock, all the outstanding Series A Preferred
Stock at that time shall automatically be converted into shares of Common Stock. On February 1, 2012, the mandatory conversion
feature was triggered and 400,000 shares of Series A Preferred Stock valued at $200,000 converted at a conversion rate equal to
$0.50 per share of common shares for a total of 400,000 common shares.



Conversion of Common Stock

The Company entered into conversion agreements
with three shareholders to convert an aggregate of 400,000 shares of its Common Stock. Pursuant to the terms of the agreements,
the shareholders entered into Note Purchase Agreements at an aggregate principal amount of $200,000, in exchange for their shares
of the Company’s Common Stock. In June 2012, a shareholder converted 50,000 shares of common stock for a $25,000 note payable.
In July 2012 the remaining 350,000 shares of common stock were converted into two notes payable totaling $175,000.



Warrants for Services

On July 16, 2012, the Company issued warrants
to purchase 1,800,000 shares of common stock at an exercise price of $2.00 per share. The warrants expire five years from the
date of grant. The Company valued the warrants at $327,041 using the Black-Scholes option pricing model.

On September 1, 2012, the Company issued
warrants to purchase 100,000 shares of common stock at an exercise price of $2.00 per share. The warrants expire three years from
the date of grant. The Company valued the warrants at $10,070 using the Black-Scholes option pricing model.



The expense for such warrants and the
offsetting increase to additional paid in capital were recorded during the 3rd quarter of 2012.



The Black Scholes option pricing model
requires management to use five inputs: price, risk-free interest rate, exercise price, time remaining on the warrant and expected
price volatility. When the Company initially issued these warrant in exchange for services, it applies a portfolio wide volatility
assumption based on the volatility of an index of comparable companies, since there is no price history for the Company.



12







The fair value of the warrants granted
is based on the Black Scholes Model using the following assumptions:



|                               |  | September 30, 2012 |             |   | September 30, 2011 | 
|------------------------------ |  | ------------------ | ----------- | - | ------------------ | 
|Exercise price:                |  | $                  | 2.00        |   |                    | 
|Market price at date of grant: |  | $                  | 0.50        |   |                    | 
|Expected volatility:           |  |                    | 80          | % |                    | 
|Term:                          |  |                    | 3 – 5 years |   |                    | 
|Risk-free interest rate:       |  |                    | 0.60        | % |                    | 



The Company has evaluated the
terms of the warrants with reference to the guidance provided in ASC 815-40-15. The Company has concluded that these warrants
are indexed to the Company’s own stock, because the warrants have no contingent exercise provision and fixed strike prices
which are only subject to adjustments in the event of stock splits, combinations, dividends, mergers or other customary corporate
events. Therefore, these warrants have been classified as equity. Such warrants will remain outstanding subsequent to the Share
Exchange.



NOTE 6 – GOING CONCERN



As reflected in the accompanying unaudited
financial statements, the Company is in the development stage with limited operations. The Company has a net loss of $1,636,832
from inception and used cash in operations from inception of $710,315. This raises substantial doubt about its ability to continue
as a going concern due to the Company’s recurring expenses coupled with no revenue generation. The ability of the Company
to continue as a going concern is dependent on the Company’s ability to implement its business plan. The financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes
that actions presently being taken to obtain additional capital and implement its strategic plans provide the opportunity for
the Company to continue as a going concern.



NOTE 7 – COMMITMENTS AND CONTINGENCIES



The following agreements were in place
as of September 30, 2012 and will continue through the date of the merger:



Trilogy Capital Stock Purchase Agreement

On April 12, 2012, the Company executed
a stock purchase agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”) and Robert Lee, the Executive Chairman
of the Company. Pursuant to the stock purchase agreement, the Company sold (i) 1,000,000 shares of its Common Stock at a price
of $0.001 per share to Trilogy Capital, and (ii) 1,000,000 shares of its Common Stock, at a price of $0.001 per share to Robert
Lee. The Company received proceeds of $2,000 and will use the net proceeds for general corporate purposes. The Company’s
former Chief Executive Officer and current Director, A.J. Cervantes, owns a 100% equity interest in Trilogy Capital.



Cohen Advisory Agreement

On June 15, 2012, the Company entered
into an advisory agreement with Richard M. Cohen Consultants, Inc. (the “Advisor”). The parties agreed that from June
15, 2012 until June 14, 2013, the Advisor would perform advisory and consulting services for the Company. The Company will pay
the Advisor $120,000, consisting of: (i) $60,000 of shares of the Company’s Common Stock to be based on the per share price
of the Common Stock sold in the Offering, and (ii) $60,000 of cash to be paid in monthly payments of $5,000 pursuant to the terms
of the agreement. The agreement may be terminated by the Company for cause, as defined in the agreement.



TRIG Capital Advisory Agreement

On July 16, 2012, the Company entered
into an advisory agreement (the “TRIG Capital Advisory Agreement”) with TRIG Capital Group, LLC (“TRIG Capital”).
Pursuant to the TRIG Capital Advisory Agreement, TRIG Capital will provide the Company with foreign and domestic marketing services,
management advice and support regarding operations, administrative services, and assist with business development as required
by the Company. In addition, TRIG Capital will assist management in establishing its franchising operations and assisting in the
sale of these franchises. Under the TRIG Capital Advisory Agreement, TRIG Capital may engage third parties reasonably acceptable
to the Company to assist in its efforts to satisfy the terms of the Agreement, but TRIG Capital shall be liable for any such payments
made to third parties engaged by TRIG Capital.



13







As compensation for such services, the
Company granted TRIG Capital a warrant to purchase 1,800,000 shares of Common Stock of the Company (the “TRIG Warrant”).
The TRIG Warrant is exercisable until July 16, 2017, with an exercise price of $2.00 per share, or
may be exercised on a cashless basis.In addition to the warrant, the Company will pay TRIG Capital a cash bonus of ten
(10%) percent of the purchase price of any franchises that TRIG Capital may sell on behalf of the Company after completion of
the Share Exchange for a period of five (5) years. Additionally, TRIG Capital will receive a monthly fee of $7,000 on the last
day of each month for a period of no less than 18 months.



Trilogy IR Agreement

On July 16, 2012 the Company entered into
an investor relations agreement (the “Investor Relations Agreement”) with Trilogy Capital Partners, Inc. (“Trilogy”).
The parties agreed to an eighteen (18) month contract, whereby Trilogy will provide the Company with the services to develop and
implement a proactive financial communications program designed to increase the investor awareness of the Company in the investment
community. In addition, Trilogy will assist the Company in preparing and disseminating investor relations documents, materials,
and Company presentations, including press releases, online communications, and the Company’s website.



The Company will pay Trilogy $10,000 per
month for these services. In addition, the Company paid Trilogy $80,000 as an engagement fee. Additionally, the Company paid Trilogy
$40,000 upon the consummation of the Initial Closing of the Offering and will pay an additional $40,000 at or before the final
closing of the Offering.



Villard Advisory Agreement

On July 16, 2012, the Company entered
into an advisory agreement (the “Villard Advisory Agreement”) with Dmitri Villard (the “Advisor”). The
parties agreed that from July 1, 2012 until June 30, 2013, the Advisor would perform advisory services for the Company, as well
as serving as member of the Company’s board of directors (the “Board”). The Advisor will devote, on a non-exclusive
basis, the necessary time, energy and efforts to the business of the Company and to use his best efforts and abilities to faithfully
and diligently promote the Company’s business interests. The Company will pay the Advisor $45,000, consisting of: (i) $22,500
of shares of the Company’s Common Stock to be issued equally on a monthly basis pursuant to the terms of the Villard Advisory
Agreement, and (ii) $22,500 of cash to be paid in monthly payments of $1,875 pursuant to the terms of the Villard Advisory Agreement.



Grandview Capital Advisory Agreement

On July 16, 2012, the Company entered
into an advisory agreement (the “Grandview Advisory Agreement”) with Grandview Capital Partners, Inc. (“Grandview”).
Pursuant to the Grandview Advisory Agreement, Grandview will provide the Company primarily with assistance and advice in seeking
out a potential merger or acquisition partner or target.



The Company will pay Grandview $10,000
per month for a period of 18 months. In the event that the Company enters into any transaction involving a sale of the Company
or the sale of any substantial or material assets within 36 months of the date of the Grandview Advisory Agreement, Grandview
will receive a fee between two (2%) and ten (10%) percent of the total transaction, depending on the transaction value, as defined
in the Grandview Advisory Agreement. Additionally, the Company will pay Grandview a cash success fee of $40,000 upon the consummation
of the Initial Closing of the Offering and will pay an additional cash success fee of $40,000 at or before the final closing of
the Offering.



14







Clark Group Agreement

On August 15, 2012, the “Company
entered into an agreement (the “Clark Group Agreement”) with Wesley K. Clark & Associates, LLC (the “Clark
Group”). The agreement will commence (the “Commencement Date”) upon the completion of the Share Exchange and
continue for a period of two years.



Pursuant to the Clark Group Agreement,
General Wesley K. Clark will serve as Vice Chairman and Senior Veterans Advisor of the Company and Wesley Clark, Jr. will act
as the Director of Veteran Operations. Prior to the Commencement Date, the Company paid the Clark Group a $10,000 monthly consultation
fee. Following the Commencement Date, the Company will pay the Clark Group $200,000 per year. The Company will also execute a
warrant agreement providing Clark Group with the right to purchase up to 500,000 shares of the Company’s common stock (the
“Clark Warrants”) at an exercise price anticipated to be $1.00 per share. The Clark Warrants will be exercisable on
the following basis: (i) 100,000 Warrants following the execution of the first 25 veteran franchise agreements; (ii) 100,000 Warrants
following the execution of the next 25 veteran franchise agreements; (iii) 100,000 Warrants following the execution of the next
25 veteran franchise agreements; and (iv) 200,000 Warrants following the execution of the next 25 veteran franchise agreements.



General Clark will supervise the development
and implementation of recruitment and “vetting” for prospective veteran franchisees. Wesley Clark, Jr.’s responsibilities
will be the supervision and administration of the selection process for prospective veteran franchisees, working directly with,
and reporting to, Wesley Clark, Sr. in the execution of that process.



Chord Advisors Agreement

On August 1, 2012, the Company entered
into an agreement (the “Chord Agreement”) with Chord Advisors, LLC (“Chord”). Pursuant to the Chord Agreement,
Chord will provide the Company with comprehensive outsourced accounting solutions. The Company will pay Chord $6,250 per month
for a period of 12 months. In addition, on September 1, 2012, the Company granted Chord 100,000 warrants with a term of three
(3) years and an exercise price of $2.00.



PBNJ Advisory Agreement

On October 18, 2012, the Company entered
into an advisory agreement (the “PBNJ Advisory Agreement”) with PBNJ Advisors, Inc. (“PBNJ”). The parties
agreed that from September 1, 2012 until August 31, 2013, PBNJ will perform independent advisory and consulting services for the
Company. The Company will pay PBNJ: (1) $24,000 of cash annually, to be payable in $2,000 installments on the last day of each
month; and (2) 18,000 shares of Common Stock of the Company. The agreement may be terminated by the Company for cause, as defined
in the agreement.



Lee Employment Agreement

On July 16, 2012, the Company entered
into an employment agreement (the “Employment Agreement”) with Robert Y. Lee, currently a director of the Company,
to serve as the Executive Chairman of the Company. The agreement stipulates that Mr. Lee will work no fewer than twenty (20) hours
per week. In addition, the parties agreed that Mr. Lee shall not engage or participate in any business that is in competition
in any manner whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends
to conducts.



Pursuant to the terms of the Employment
Agreement, the Company will pay Mr. Lee $120,000 annually. In addition, Mr. Lee will receive reimbursement for all reasonable
expenses which Lee incurs during the course of performance under the Employment Agreement. In addition to his annual compensation,
the Company will pay Mr. Lee a signing bonus of $80,000 to be paid when the Company has available funds, but no later than the
completion of the Acquisition. The term of the Employment Agreement is for eighteen months. Mr. Lee can terminate the Employment
Agreement after four months with 30 days notice. The Company can terminate the Employment Agreement upon notice to Mr. Lee.



15







NOTE 8 – SUBSEQUENT EVENTS



On October 18, 2012 (the “Closing
Date”), Trig Acquisition 1, Inc. (the “Company”) entered into a share exchange agreement (the “Exchange
Agreement”) by and among (i) the Company, (ii) Grilled Cheese, Inc., a California corporation, (“Grilled Cheese”),
(iii) GCT, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“GCT”); (iv) David Danhi, the majority
shareholder of Grilled Cheese (“Majority Shareholder”) and (v) Michelle Grant, the minority shareholder of Grilled
Cheese (“Minority Shareholder”, together with the Majority Shareholder, the “Grilled Cheese Shareholders”).Pursuant
to the terms of the Exchange Agreement: (1) the Majority Shareholder transferred to GCT all of the shares of Grilled Cheese held
by such shareholder in exchange for the issuance of 4,275,000 shares of the Company’s common stock, par value $.001 per
share (each a “Share” and collectively, the “Common Stock”); and (2) the Minority Shareholder transferred
all of the shares of Grilled Cheese held by the Minority Shareholder in exchange for $500,000 and 845,000 shares of the Company’s
Common Stock (the “Share Exchange”).



On October 18, 2012, the Company completed
an initial closing (the “Initial Closing”) of a “best efforts” private offering of up to $5,000,000 (the
“Offering”) of Units (as defined below) with a group of accredited investors (the “Purchasers”) for total
gross proceeds to us of $1,050,000. Pursuant to a subscription agreement with the Purchasers (the “Subscription Agreement”),
we issued to the Purchasers units consisting of (i) 10% Convertible Senior Secured Notes (the “Notes”) and (ii) warrants
(the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Notes and the Warrants,
the “Securities”) of our Common Stock at an exercise price of $2.00 per share. Each Unit consists of a Note, in the
principal face amount of $25,000, and Warrants to purchase 12,500 Shares (the “Units”).



The Notes accrue interest at a rate of
10% on the aggregate principal amount, payable on the third anniversary of the issue date (the “Maturity Date”) if
not converted prior to the maturity date. The Notes are subject to (i) an optional conversion into shares of the Company’s
Common Stock at the note holder’s (the “Holder”) election following the date upon which the Company’s
Registration Statement (hereinafter defined) is declared effective with the Securities and Exchange Commission (the “SEC”)
or (ii) a mandatory conversion thirty-six (36) months from the date of issuance. The shares of Common Stock issuable upon conversion
of the Notes shall equal: (i) the principal amount of the Note and the accrued interest thereon (assuming the Company elects to
pay the interest in shares of Common Stock) divided by (ii) $1.00.



The Warrants are exercisable for an aggregate
of 525,000 shares of the Company’s Common Stock. The Warrants are exercisable for a period of three years from the original
issue date. The exercise price with respect to the Warrants is $2.00 per share. The exercise price for the Warrants is subject
to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or
other corporate change and dilutive issuances.



In connection with the sale of the Units,
the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on October 18, 2012
with the Purchasers, pursuant to which we agreed to register all of the shares of our Common Stock underlying the Notes and the
Warrants (the “Registrable Securities”) on a Form S-1 registration statement (the “Registration Statement”)
to be filed with the SEC within 60 calendar days following the final closing date of the Offering and to use our best efforts
to cause the Registration Statement to be declared effective under the Securities Act within 120 days following the closing date
of the Offering.



On November 8, 2012, the Company completed
a second closing (the “Second Closing”) of a “best efforts” private offering of up to $5,000,000 (the
“Offering”) of Units (as defined below) with a group of accredited investors (the “Purchasers”) for total
gross proceeds to us of $550,000. Pursuant to a subscription agreement with the Purchasers (the “Subscription Agreement”),
we issued to the Purchasers units consisting of (i) 10% Convertible Senior Secured Notes (the “Notes”) and (ii) warrants
(the “Warrants”) to purchase shares (the “Warrant Shares” and together with the Notes and the Warrants,
the “Securities”) of our Common Stock at an exercise price of $2.00 per share. Each Unit consists of a Note, in the
principal face amount of $25,000, and Warrants to purchase 12,500 Shares (the “Units”). In
the aggregate, the Company has sold 1,600,000 Units, for aggregate gross proceeds of $1,600,000.



The Notes accrue interest at a rate of
10% on the aggregate principal amount, payable on the third anniversary of the issue date (the “Maturity Date”) if
not converted prior to the maturity date. The Notes are subject to (i) an optional conversion into shares of the Company’s
Common Stock at the note holder’s (the “Holder”) election following the date upon which the Company’s
Registration Statement (hereinafter defined) is declared effective with the Securities and Exchange Commission (the “SEC”)
or (ii) a mandatory conversion thirty-six (36) months from the date of issuance. The shares of Common Stock issuable upon conversion
of the Notes shall equal: (i) the principal amount of the Note and the accrued interest thereon (assuming the Company elects to
pay the interest in shares of Common Stock) divided by (ii) $1.00.



16







The Warrants are exercisable for an aggregate
of 800,000 shares of the Company’s Common Stock. The Warrants are exercisable for a period of three years from the original
issue date. The exercise price with respect to the Warrants is $2.00 per share. The exercise price for the Warrants is subject
to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or
other corporate change and dilutive issuances.



In connection with the sale of the Units,
the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on November 8, 2012
with the Purchasers, pursuant to which we agreed to register all of the shares of our Common Stock underlying the Notes and the
Warrants (the “Registrable Securities”) on a Form S-1 registration statement (the “Registration Statement”)
to be filed with the SEC within 60 calendar days following the final closing date of the Offering and to use our best efforts
to cause the Registration Statement to be declared effective under the Securities Act within 120 days following the closing date
of the Offering.



17







|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|---------------------------------------------------------------------------------------------



Overview



The following discussion provides information which management
believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should
be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and
analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking statements.



TRIG Acquisition 1, Inc. (the “Company”)
was incorporated in the State of Nevada on December 31, 2009 as GSP-1, Inc. The Company was formed as a vehicle to pursue a business
combination. The Company selected December 31 as its fiscal year end. On July 6, 2011, the Company filed a Certificate of Amendment
to its Articles of Incorporation to change its name from “GSP-1, Inc.” to “TRIG Acquisition 1, Inc.”



On October 18, 2012 (the “Closing
Date”), Trig Acquisition 1, Inc. (the “Company”) entered into a share exchange agreement (the “Exchange
Agreement”) by and among (i) the Company, (ii) Grilled Cheese, Inc., a California corporation, (“Grilled Cheese”),
(iii) GCT, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“GCT”); (iv) David Danhi, the majority
shareholder of Grilled Cheese (“Majority Shareholder”) and (v) Michelle Grant, the minority shareholder of Grilled
Cheese (“Minority Shareholder”, together with the Majority Shareholder, the “Grilled Cheese Shareholders”).Pursuant
to the terms of the Exchange Agreement: (1) the Majority Shareholder transferred to GCT all of the shares of Grilled Cheese held
by such shareholder in exchange for the issuance of 4,275,000 shares of the Company’s common stock, par value $.001 per share
(each a “Share” and collectively, the “Common Stock”); and (2) the Minority Shareholder transferred all
of the shares of Grilled Cheese held by the Minority Shareholder in exchange for $500,000 and 845,000 shares of the Company’s
Common Stock (the “Share Exchange”).



From inception until the closing of the
Exchange Agreement, we solely existed as a vehicle to pursue a business combination. As a result of the Share Exchange, we ceased
our prior operations and, through our wholly-owned subsidiary, Grilled Cheese, we will operate as a food truck franchisor, specializing
in grilled cheese.



Grilled Cheese, Inc. was a
privately held California S corporation, incorporated on September 18, 2009. Immediately prior to the closing of the Share
Exchange, David Danhi and Michelle Grant were the shareholders of Grilled Cheese.  Grilled Cheese’s operations
to date have consisted of sales of grilled cheese and food related items in their operating food truck, business formation, strategic
development, marketing, website development, negotiations with potential franchisees and capital raising activities.



Grilled Cheese is a food truck that sells
various types of gourmet grilled cheese and other comfort foods in the Los Angeles, California area. We currently make ten stops
per week (lunch and dinner five days a week) at prearranged locations. The food preparation occurs at our commissary which supports
streamlined operations within the truck itself by limiting assembly and grilling, allowing the truck to achieve maximum revenues
per hour and delivering melts, tots, soups and sides efficiently to its customers. Our business model is effective in the use of
social media and location booking to secure high sales per stop. Our website, www.thegrilledcheesetruck.com always lists
the upcoming schedule for where the truck will be stopping.



We are capitalizing on the burgeoning food
truck industry through its established food service operations and unique social media strategy. Driving our growth, we have received
national media visibility and a robust fan base of nearly 100,000 followers on Twitter and Facebook. We have established significant
brand presence and operate profitably. Our co-founder is David Danhi, a successful chef and food industry entrepreneur.



We currently generate revenue from retail
sales through two company-owned food trucks in Los Angeles, and intend to expand and generate revenue from franchise revenues,
consisting primarily of royalties based on a percentage of sales reported by franchise restaurants and franchise fees paid by franchisees
as well as property income we derive from properties we lease or sublease to our franchisees.



The immediate operating objectives for
the Company include the implementation of more efficient systems and equipment. Management recognizes the importance of efficient
cash and accounting management systems and will implement an advanced point-of-sales (POS) platform that will work for both company
and franchised outlets. In addition to quicker customer order process, this system will also streamline the financial reporting,
cost of goods, performance metrics and finance processes. It will also track franchised operations and remotely calculate and collect
royalties, all in real time and on a daily basis.



18









Material Agreements



TRIG Capital Advisory Agreement



On July 16, 2012, the Company entered into
an advisory agreement (the “TRIG Capital Advisory Agreement”) with TRIG Capital Group, LLC (“TRIG Capital”).
Pursuant to the TRIG Capital Advisory Agreement, TRIG Capital will provide the Company with foreign and domestic marketing services,
management advice and support regarding operations, administrative services, and assist with business development as required by
the Company. In addition, TRIG Capital will assist management in establishing its franchising operations and assisting in the sale
of these franchises. Under the TRIG Capital Advisory Agreement, TRIG Capital may engage third parties reasonably acceptable to
the Company to assist in its efforts to satisfy the terms of the Agreement, but TRIG Capital shall be liable for any such payments
made to third parties engaged by TRIG Capital.



As compensation for such services, the
Company granted TRIG Capital a warrant to purchase 1,800,000 shares of Common Stock of the Company (the “TRIG Warrant”).
The TRIG Warrant is exercisable until July 16, 2017, with an exercise price of $2.00 per share, or may
be exercised on a cashless basis.In addition to the warrant, the Company will pay TRIG Capital a cash bonus of ten
(10%) percent of the purchase price of any franchises that TRIG Capital may sell on behalf of the Company after completion of the
Share Exchange for a period of five (5) years. Additionally, TRIG Capital will receive a monthly fee of $7,000 on the last day
of each month for a period of no less than 18 months.



Trilogy IR Agreement



On July 16, 2012 the Company entered into
an investor relations agreement (the “Investor Relations Agreement”) with Trilogy Capital Partners, Inc. (“Trilogy”).
The parties agreed to an eighteen (18) month contract, whereby Trilogy will provide the Company with the services to develop and
implement a proactive financial communications program designed to increase the investor awareness of the Company in the investment
community. In addition, Trilogy will assist the Company in preparing and disseminating investor relations documents, materials,
and Company presentations, including press releases, online communications, and the Company’s website.



The Company will pay Trilogy $10,000 per
month for these services. In addition, the Company paid Trilogy $25,000 as an engagement fee. Additionally, the Company paid Trilogy
$40,000 upon the consummation of the Initial Closing of the Offering and will pay an additional $40,000 at or before the final
closing of the Offering.



Villard Advisory Agreement



On July 16, 2012, the Company entered into
an advisory agreement (the “Villard Advisory Agreement”) with Dmitri Villard (the “Advisor”). The parties
agreed that from July 1, 2012 until June 30, 2013, the Advisor would perform advisory services for the Company, as well as serving
as member of the Company’s board of directors (the “Board”). The Advisor will devote, on a non-exclusive basis,
the necessary time, energy and efforts to the business of the Company and to use his best efforts and abilities to faithfully and
diligently promote the Company’s business interests. The Company will pay the Advisor $45,000, consisting of: (i) $22,500
of shares of the Company’s Common Stock to be issued equally on a monthly basis pursuant to the terms of the Villard Advisory
Agreement, and (ii) $22,500 of cash to be paid in monthly payments of $1,875 pursuant to the terms of the Villard Advisory Agreement.



Lee Employment Agreement



On July 16, 2012, the Company entered into an employment agreement
(the “Employment Agreement”) with Robert Y. Lee, currently a director of the Company, to serve as the Executive Chairman
of the Company.  The agreement stipulates that Mr. Lee will work no fewer than twenty (20) hours per week.  In
addition, the parties agreed that Mr. Lee shall not engage or participate in any business that is in competition in any manner
whatsoever with the business of the Company, or any business which the Company contemplates conducting or intends to conducts.



Pursuant to the terms of the Employment Agreement, the Company
will pay Mr. Lee $120,000 annually. In addition, Mr. Lee will receive reimbursement for all reasonable expenses which Lee incurs
during the course of performance under the Employment Agreement. In addition to his annual compensation, the Company will pay Mr.
Lee a signing bonus of $80,000 to be paid when the Company has available funds, but no later than the completion of the Acquisition.
The term of the Employment Agreement is for eighteen months. Mr. Lee can terminate the Employment Agreement after four months with
30 days notice. The Company can terminate the Employment Agreement upon notice to Mr. Lee.



Grandview Capital Advisory Agreement



On July 16, 2012, the Company entered into
an advisory agreement (the “Grandview Advisory Agreement”) with Grandview Capital Partners, Inc. (“Grandview”).
Pursuant to the Grandview Advisory Agreement, Grandview will provide the Company primarily with assistance and advice in seeking
out a potential merger or acquisition partner or target.



The Company will pay Grandview $10,000
per month for a period of 18 months. In the event that the Company enters into any transaction involving a sale of the Company
or the sale of any substantial or material assets within 36 months of the date of the Grandview Advisory Agreement, Grandview will
receive a fee between two (2%) and ten (10%) percent of the total transaction, depending on the transaction value, as defined in
the Grandview Advisory Agreement. Additionally, the Company will pay Grandview a cash success fee of $40,000 upon the consummation
of the Initial Closing of the Offering and will pay an additional cash success fee of $40,000 at or before the final closing of
the Offering.



19









Clark Group Agreement



On August 15, 2012, the “Company
entered into an agreement (the “Clark Group Agreement”) with Wesley K. Clark & Associates, LLC (the “Clark
Group”). The agreement will commence (the “Commencement Date”) upon the completion of the Share Exchange and
continue for a period of two years.



Pursuant to the Clark Group Agreement,
General Wesley K. Clark will serve as Vice Chairman and Senior Veterans Advisor of the Company and Wesley Clark, Jr. will act as
the Director of Veteran Operations. Prior to the Commencement Date, the Company paid the Clark Group a $10,000 monthly consultation
fee. Following the Commencement Date, the Company will pay the Clark Group $200,000 per year. The Company will also execute a warrant
agreement providing Clark Group with the right to purchase up to 500,000 shares of the Company’s common stock (the “Clark
Warrants”) at an exercise price anticipated to be $1.00 per share. The Clark Warrants will be exercisable on the following
basis: (i) 100,000 Warrants following the execution of the first 25 veteran franchise agreements; (ii) 100,000 Warrants following
the execution of the next 25 veteran franchise agreements; (iii) 100,000 Warrants following the execution of the next 25 veteran
franchise agreements; and (iv) 200,000 Warrants following the execution of the next 25 veteran franchise agreements.



General Clark will supervise the development
and implementation of recruitment and “vetting” for prospective veteran franchisees. Wesley Clark, Jr.’s responsibilities
will be the supervision and administration of the selection process for prospective veteran franchisees, working directly with,
and reporting to, Wesley Clark, Sr. in the execution of that process.



Chord Advisors Agreement



On August 15, 2012, the Company entered
into an agreement (the “Chord Agreement”) with Chord Advisors, LLC (“Chord”). Pursuant to the Chord Agreement,
Chord will provide the Company with comprehensive outsourced accounting solutions. The Company will pay Chord $6,250 per month
for a period of 12 months. In addition, on September 1, 2012, the Company granted Chord 100,000 warrants with a term of three (3)
years and an exercise price of $2.00. Our Chief Financial Officer, David Horin, is the President of Chord.



Subsequent Events



Grant Registration Rights Agreement



In conjunction with the Exchange Agreement,
the Company and the Minority Shareholder entered into a registration rights agreement (“Grant Registration Rights Agreement”).
Pursuant to the Grant Registration Rights Agreement, the Company will register the 845,000 shares issued to the Minority Shareholder
in the Share Exchange on any registration statement that the Company files in conjunction with the Private Placement Offering,
as further discussed below.



PBNJ Advisory Agreement



On October 18, 2012, the Company entered
into an advisory agreement (the “PBNJ Advisory Agreement”) with PBNJ Advisors, Inc. (“PBNJ”).  The
parties agreed that from September 1, 2012 until August 31, 2013, PBNJ will perform independent advisory and consulting services
for the Company.  The Company will pay PBNJ: (1) $24,000 of cash annually, to be payable in $2,000 installments on the last
day of each month; and (2) 18,000 shares of Common Stock of the Company. The agreement may be terminated by the Company for cause,
as defined in the agreement.



Private Placement Offering



On October 18, 2012, the Company completed
an initial closing (the “Initial Closing”) of a “best efforts” private offering of up to $5,000,000 (the
“Offering”) of Units (as defined below) with a group of accredited investors (the “Initial Offering Purchasers”)
for total gross proceeds to us of $1,050,000.



On November 8, 2012, the Company completed
a second closing (the “Second Closing”) of the Offering of Units (as defined below) with a group of accredited investors
(the “Second Offering Purchasers” and together with the Initial Offering Purchasers, the “Purchasers”)
for total gross proceeds to us of $550,000.



Pursuant to a subscription agreement with
the Purchasers (the “Subscription Agreement”), we issued to the Purchasers units consisting of (i) 10% Convertible
Senior Secured Notes (the “Notes”) and (ii) warrants (the “Warrants”) to purchase shares (the “Warrant
Shares” and together with the Notes and the Warrants, the “Securities”) of our Common Stock at an exercise price
of $2.00 per share. Each Unit consists of a Note, in the principal face amount of $25,000, and Warrants to purchase 12,500 Shares
(the “Units”). In the aggregate, the Company has sold 1,600,000 Units, for aggregate gross
proceeds of $1,600,000.



20









Notes



The Notes accrue interest at a rate of
10% on the aggregate principal amount, payable on the third anniversary of the issue date (the “Maturity Date”) if
not converted prior to the maturity date. The Notes are subject to (i) an optional conversion into shares of the Company’s
Common Stock at the note holder’s (the “Holder”) election following the date upon which the Company’s Registration
Statement (hereinafter defined) is declared effective with the Securities and Exchange Commission (the “SEC”) or (ii)
a mandatory conversion thirty-six (36) months from the date of issuance. The shares of Common Stock issuable upon conversion of
the Notes shall equal: (i) the principal amount of the Note and the accrued interest thereon (assuming the Company elects to pay
the interest in shares of Common Stock) divided by (ii) $1.00.



Warrants



The Warrants are exercisable for an aggregate
of 800,000 shares of the Company’s Common Stock. The Warrants are exercisable for a period of three years from the original
issue date. The exercise price with respect to the Warrants is $2.00 per share. The exercise price for the Warrants is subject
to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or
other corporate change and dilutive issuances.



Registration
Rights Agreement



In connection with the sale of the Units,
the Company entered into a registration rights agreement (the “Registration Rights Agreement”) on October 18 ,2012
and November 8, 2012 with the Purchasers, pursuant to which we agreed to register all of the shares of our Common Stock underlying
the Notes and the Warrants (the “Registrable Securities”) on a Form S-1 registration statement (the “Registration
Statement”) to be filed with the SEC within 60 calendar days following the final closing date of the Offering and to use
our best efforts to cause the Registration Statement to be declared effective under the Securities Act within 120 days following
the closing date of the Offering.



The foregoing descriptions of the terms
of the Subscription Agreement, the form of Note, the form of Warrant and the Registration Rights Agreement are qualified in their
entirety by reference to the provisions of the agreements filed as Exhibits 10.2, 4.1, 4.2, and 10.3 respectively, to the Report
on Form 8-K filed with the U.S. Securities and Exchange Commission on October 24, 2012, which are incorporated by reference herein.











21







Results of Operations



For the three and nine months ended
September 30, 2012 as compared to September 30, 2011



Operating expenses





For the nine months ended September 30, 2012, operating expenses amounted to $1,252,441 as compared to
$191,745 to the comparable period in 2011, an increase of $1,060,696 or 553%. For the three months ended September 30, 2012, operating
expenses amounted to $980,363 as compared to $0 for the comparable period in 2011, an increase of $980,363. For the three and
nine months ended September 30, 2012 and for the three and nine months ended September 30, 2011, operating expenses consisted of
the following:





|                                  |  | For the Three Months Ended September 30, 2012 |         |  | For the Three Months Ended September 30, 2011 |   |   | For the Nine Months Ended September 30, 2012 |  |   | For the Nine Months Ended September 30, 2011 | 
|--------------------------------- |  | --------------------------------------------- | ------- |  | --------------------------------------------- | - | - | -------------------------------------------- |  | - | -------------------------------------------- | 
|Consulting fees – related parties |  | $                                             | 581,075 |  |                                               | $ | - |                                              |  | $ | 739,200                                      | 
|Professional fee                  |  |                                               | 88,141  |  |                                               |   | - |                                              |  |   | 176,239                                      | 
|Other general and administrative  |  |                                               | 311,147 |  |                                               |   | - |                                              |  |   | 337,002                                      | 
|Total Operating Expenses          |  | $                                             | 980,363 |  |                                               | $ | - |                                              |  | $ | 1,252,441                                    | 







For the three and nine months ended September
30, 2012, the increase in our operating expenses as compared to the comparable 2011 periods was primarily attributable to an increase
in consulting fees - related parties and professional fees. In the 2012 period, we incurred professional fees of $176,239 and $88,141,
for the nine month period and three month period ended September 30, 2012, respectively. We also incurred consulting fees –
related party of $739,200 and $581,075, for the nine month period and three month period ended September 30, 2012, respectively.
Our operating expenses increased substantially as we incurred significant costs associated the acquisition of Grilled Cheese, Inc.
On October 18, 2012, we acquired Grilled Cheese, Inc. pursuant to the Exchange Agreement.



Interest Expense



Interest expense consists of stated interest
on debt as well as debt discount amortization. Interest expense for the nine month period and three month period ended September
30, 2012 primarily related to debt discount amortization of $177,245 incurred during the 3rd quarter of 2012.



Net Loss



As a result of the factors described above,
our net loss for the nine months ended September 30, 2012 was $1,454,159 as compared to $191,745 in the comparable 2011 period.
Our net loss for the three months ended September 30, 2012 was $1,179,475 as compared to $0 in the comparable 2011 period.



Liquidity and capital resources



Liquidity is the ability of a company to
generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
To date, the Company has funded its operations with stockholder loans, by issuing notes and by the sale
of common and preferred stock.



Working Capital.As of September 30,
2012, we had a working capital deficit of $622,971 and cash of $0, while at December 31, 2011 we had working capital of $11,485
and cash of $14,774.



Cash Flow.Net cash used in operating, investing and
financing activities for the nine months ended September 30, 2012 and 2011 were as follows:



|                                          |  | Nine Months Ended
        September 30, |         
|----------------------------------------- |  | --------------------------------------- | --------
|                                          |  | 2012                                    |         
|                                          |  |                                         |         
|Net cash used in operating activities     |  | $                                       | (531,931
|Net cash provided by financing activities |  | $                                       | 517,157 



Net Cash Used in Operating Activities.The changes in net cash used in operating activities are attributable to our net income adjusted for non-cash charges as presented
in the consolidated statements of cash flows and changes in working capital as discussed above.







For the nine months ended September 30,
2012, net cash flows used in operating activities amounted to $531,931 and was attributable to our net loss of $1,454,160, offset
by the add back of the non-cash item of amortization of discount related to debt of $177,245 and fair value of warrants issued
for services of $337,111 and the changes in operating assets and liabilities such as: an increase in accounts payable of $127,924,
an increase in accounts payable – related parties of $223,481, an increase in accrued compensation of $36,100, an increase
in accrued interest of $17,556 and an increase in accrued interest - related parties of $75.



For the nine months ended September 30,
2011, net cash flows used in operating activities amounted to $166,894 and was attributable to our net loss of $191,745, offset
by the changes in operating assets and liabilities of accounts payable of 24,851.



Net Cash Provided by Financing Activities.
Net cash provided by financing activities relates primarily to cash received from sales of our common and preferred stock and issuance
of our notes payable.



For the nine months
ended September 30, 2012, net cash flows provided by financing activities was $517,157 and was attributable to the proceeds from
convertible notes payable of $312,500, proceeds received from promissory notes of $25,000, proceeds received from promissory note
– related party of $12,500 and cash received from the sale of common stock of $163,250. For the nine months ended September
30, 2011, net cash flows provided by financing activities was $193,158 and was attributable to the sale of our preferred stock.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements.





22













Inflation



We do not believe that inflation has had
a material effect on our Company’s results of operations.





Critical Accounting Policies and Estimates



Our significant accounting policies are
more fully described in Note 1 to our financial statements for the three and nine months ended September 30, 2012 contained herein.
We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management
discussion and analysis.



Our financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to
income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions
that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions
could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ
from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our
more significant judgments and estimates used in the preparation of the consolidated financial statements.



Fair Value Measurements



Fair value is defined
as the price that would be received for sale of an asset or paid  for transfer of a liability, in an orderly transaction
between market participants at the measurement date.  U.S. GAAP establishes a three-tier fair value hierarchy which prioritizes
the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  These
tiers include:



| | • | Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
| | - | --------------------------------------------------------------------------------------------------------



| | • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Recently Issued Accounting Pronouncements
Not Yet Adopted



There are no recently issued accounting
pronouncements that have not yet been adopted that are expected, when adopted, to have a material impact on the consolidated financial
statements or notes thereto.



Item 3. Quantitative and Qualitative Disclosures About Market
Risk.



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



Item 4. Controls and Procedures



Evaluation of Disclosure Controls and
Procedures.



We maintain disclosure controls and procedures
as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed
in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management,
including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures.
Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures
as of the end of the period covered by this Report (the “Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange
Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation
Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding required disclosure, due to material weaknesses
in our control environment and financial reporting process. A “material weakness” is defined under SEC rules as a deficiency,
or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that
a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely
basis by the company’s internal controls. Our management concluded that we had material weaknesses in our control environment
and financial reporting process consisting of the following as of the Evaluation Date:



| | 1) | lack of a functioning audit committee due to a lack of a majority of independent members and a  lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in  the establishment and monitoring of required internal control and procedures;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2) | inadequate segregation of duties consistent with control objectives;                                                                                                                                                                                                                   
| | 3) | ineffective controls over period end financial disclosure and reporting processes; and                                                                                                                                                                                                 
| | 4) | lack of accounting personnel with adequate experience and training.                                                                                                                                                                                                                    



As of the date of this Report, the Company
does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting
process will continue. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the
objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.







23







Change in Internal Control over Financial
Reporting.



No changes were made to our internal control
over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.



PART II—OTHER INFORMATION



Item 1. Legal Proceedings



From time to time, the Company may become involved in litigation
relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding
or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party
or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.



Item 1A.Risk Factors.



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



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



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. Mine Safety Disclosures.



Not applicable.



Item 5. Other Information.



None.



Item 6.  Exhibits



|Exhibit No. |  | Description                                                                                                                                       
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1        |  | Certification of Principal Executive Officer  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
|31.2        |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002 
|32.1†       |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 
|32.2†       |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002 
|101.INS**   |  | XBRL Instance Document                                                                                                                            
|101.SCH**   |  | XBRL Taxonomy Schema                                                                                                                              
|101.CAL **  |  | XBRL Taxonomy Calculation Linkbase                                                                                                                
|101.DEF**   |  | XBRL Taxonomy Definition Linkbase                                                                                                                 
|101.LAB**   |  | XBRL Taxonomy Label Linkbase                                                                                                                      
|101.PRE**   |  | XBRL Taxonomy Presentation Linkbase                                                                                                               



† In
accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are  furnished and not filed.



** To be filed
by amendment.





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SIGNATURES



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



|Date: November 26, 2012 | Trig Acquisition 1, Inc.
|----------------------- | ------------------------
|                        |                         
|                        | By:                     
|                        |                         
|                        |                         
|                        |                         



|Date: November 26, 2012 | Trig Acquisition 1, Inc.
|----------------------- | ------------------------
|                        |                         
|                        | By:                     
|                        |                         
|                        |                         
|                        |                         



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