U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K





(Mark
One)





[ X
]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934





For the
Fiscal Year Ended December 31, 2008




OR





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





For the
transition period from ________________ to __________________




Commission
File Number 000-53398





Alpine
Alpha 3, Ltd.


(Exact
name of registrant as specified in its charter)





Delaware
                        75-3264750(State
      or other jurisdiction of
                        (IRS.
      Employerincorporation
      or organization)
                        Identification
      No.)PO
      Box 735, Alpine, New Jersey
                        07620(Address
      of principal executive offices)
                        (Zip
      Code)




Registrant's
telephone number, including area code (917) 915-8857





Securities
registered pursuant to Section 12(b) of the
Act:   None.





Securities
registered pursuant to Section 12(g) of the Act:   Common Stock, $.001 par
value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes [
]     No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes [
]     No [X]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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.


Yes
[X]     No [ ]




Indicate
by check mark  if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [   ]




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




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


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





State
registrant's revenues for its most recent fiscal year. $0.





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.   N/A





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date: there were 761,478 shares outstanding
as of March 23, 2009.





Documents
incorporated by reference: None


2




Alpine
Alpha 3, Ltd.





Form
10-K


Fiscal
Year Ended December 31, 2008





Table of
Contents








PART
      I
                                  
                                  PageItem
      1.
                                  Business
                                  3Item
      1A.
                                  Risk
      Factors
                                  9Item
      1B.
                                  Unresolved
      Staff CommentsItem
      2.
                                  Properties
                                  14Item
      3.
                                  Legal
      Proceedings
                                  14Item
      4.
                                  Submission
      of Matters to a Vote of Security Holders
                                  14PART
      IIItem
      5.
                                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
                                  14Item
      6.
                                  Selected
      Financial Data
                                  16Item7.
                                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                  17Item
      7A.
                                  Quantitative
      and Qualitative Disclosures about Market Risk
                                  21Item
      8.
                                  Financial
      Statements and Supplementary Data.
                                  21Item
      9.
                                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                  21Item
      9A.
                                  Controls
      and Procedures
                                  21Item
      9B.
                                  Other
      Information
                                  21PART
      IIIItem
      10.
                                  Directors,
      Executive Officers and Corporate Governance
                                  22Item
      11.
                                  Executive
      Compensation
                                  24Item
      12.
                                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                  25Item
      13.
                                  Certain
      Relationships and Related Transactions, and Director
      Independence
                                  25Item
      14
                                  Principal
      Accounting Fees and Services
                                  26PART
      IVItem
      15.
                                  Exhibits,
      Financial Statement Schedules
                                  27Signatures
                                  28Financial
      Statements
                                  F-1





3





PART
I





ITEM  1.  BUSINESS.





GENERAL





Alpine
Alpha 3, Ltd. (“the Company”) was incorporated on October 29, 2007 under the
laws of the State of Delaware. The Company was formed for the purpose of seeking
a merger, acquisition or other business combination transaction with a privately
owned entity seeking to become a publicly-owned entity.





The
Company's current principal business activity is to seek a suitable acquisition
candidate through acquisition, merger, reverse merger or other suitable business
combination method.





As a
"reporting company," the Company may be more attractive to a private acquisition
target because its common stock is eligible to be quoted on the OTC Bulletin
Board, although there is no assurance it will be quoted.





The
Company is a shell company as such term is defined under Rule 12b-2 of the
Securities Exchange Act of 1934 (the “Exchange Act”) as a registrant, other than
an asset-backed issuer, that has (1) no or nominal operations; and ( 2) either
(i) no or nominal assets; (ii) assets consisting solely of cash and cash
equivalents; or (iii) assets consisting of any amount of cash and cash
equivalents and nominal other assets.  Private companies wishing to
become publicly traded may wish to merge with a shell company through a reverse
merger or reverse acquisition transaction whereby the shareholders of the
private company become the majority of the shareholders of the combined
company.  The private company may purchase for cash all or a portion
of the common shares of the shell corporation from its major
stockholders.  Typically, the Board of Directors (the “Board”) and
officers of the private company become the new Board and officers of the
combined company and often the name of the private company or a closely
associated name becomes the name of the combined entity.





The
Company has very limited capital, and it is unlikely that initially, the Company
will be able to take advantage of more than one such business
opportunity.  The Company intends to seek opportunities demonstrating
the potential of long-term growth.  At the present time, the Company
has not identified any business opportunity that it plans to pursue, nor has the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.





No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions.  Furthermore, no assurance
can be given that any acquisition, which does occur, will be on terms that are
favorable to the Company or its current stockholders.





The
Company's search will be directed towards targets that are small and
medium-sized enterprises, which have a desire to become public corporations. In
addition, these enterprises may wish to satisfy, either currently or in the
reasonably near future, the minimum tangible asset requirement in order to
qualify their shares for trading on NASDAQ or on an exchange such as the NYSE
American Equities (see the subsection of this Item 1 called “Investigation and
Selection of Business Opportunities”).  The Company anticipates that
the business opportunities presented to it will either companies
(i)  in the process of formation, or which have been recently
organized with limited operating history or a history of losses attributable to
under-capitalization or other factors; (ii) experiencing financial or operating
difficulties; (iii)  in need of funds to develop new products or
services or to expand into a new market, or have plans for rapid expansion
through acquisition of competing businesses; or (iv) which have other similar
characteristics.  The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued or that
it believes may realize a substantial benefit from being publicly
owned.  Given the above factors, investors should expect that any
acquisition candidate may have little or no operating history, or a history of
losses or low profitability.





4


The
Company does not propose to restrict its search for investment opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources.  The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions and other
factors.





An entity
which has an interest in being acquired by, or merging into the Company, is
expected to be an entity that desires to become a public company and establish a
public trading market for its securities.  In connection with such a
merger or acquisition, it is highly likely that an amount of stock constituting
control of the Company would either be issued by the Company or be purchased
from the current principal stockholders of the Company by the acquiring entity
or its affiliates.  If stock is purchased from the current principal
stockholders, the transaction is likely to result in substantial gains to the
current principal stockholders relative to their purchase price for such
stock.  In the Company's judgment, none of the officers and directors
would thereby become an underwriter within the meaning of the Section 2(11) of
the Securities Act as long as the transaction is a private transaction rather
than a public distribution of securities. The sale of a controlling interest by
certain principal stockholders of the Company would occur at a time when
minority stockholders are unable to sell their shares because of the lack of a
public market for such shares.





Depending
upon the nature of the transaction, the current officers and directors of the
Company may resign their management and board positions with the Company in
connection with a change of control or acquisition of a business opportunity
(see the subsection of this Item 1 called “Form of Acquisition,” and Item 1A
“Risk Factors”).  In the event of such a resignation, the Company's
current management would thereafter have no control over the conduct of the
Company's business.





It is
anticipated that business opportunities will come to the Company's attention
from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.





INVESTIGATION
AND SELECTION OF BUSINESS OPPORTUNITIES





To a
large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not  impossible, to
analyze through the application of any objective criteria.  In many
instances, it is anticipated that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for the
future because of a variety of factors, including,  but not limited
to, the possible need to expand substantially, shift marketing approaches,
change product emphasis, change or substantially augment management, raise
capital and the like.





It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to the acquisition of one business opportunity because of the
Company's limited capital.  This lack of diversification will not
permit the Company to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company's securities.





Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval.  In the event the proposed transaction is
structured in such a fashion that stockholder approval is not required, holders
of the Company's securities (other than principal stockholders holding a
controlling interest) should not anticipate that they will be provided with
financial statements or any other documentation prior to the completion of the
transaction.  Other types of transactions may require prior approval
of the stockholders.





5


In the
event a proposed business combination or business acquisition transaction
requires stockholder approval, the Company will be required to prepare a proxy
statement or information statement describing the proposed transaction, file it
with the Securities and Exchange Commission (the “Commission”) for review and
approval, and mail a copy of it to all Company stockholders prior to holding a
stockholders meeting for purposes of voting on the proposal, or, if no
stockholders meeting will be held, prior to consummating the proposed
transaction. Minority stockholders may have the right, in the event the
transaction is approved by the required number of stockholders, to exercise
statutory dissenter's rights and elect to be paid the fair value of their
shares.





The
analysis of business opportunities will be undertaken by or under the
supervision of the Company's officers and directors, none of whom are
professional business analysts (See the section of this Item 1 called
“Management”).  Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's
fee.  Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of business
opportunities, no policies have been adopted regarding use of such consultants
or advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or the total amount of fees
that may be paid.  However, due to the limited resources of the
Company, it is likely that any such fee the Company agrees to pay would be paid
in stock and not in cash.





Otherwise,
in analyzing potential business opportunities, Company management anticipates
that it will consider, among other things, the following factors:





*   Potential
for growth and profitability indicated by new technology, anticipated market
expansion, or new products;


*   the
Company's perception of how any particular business opportunity will be received
by the investment community and by the Company's stockholders;


*   whether,
following the business combination, the financial condition of the business
opportunity would be, or would have a significant prospect in the foreseeable
future of becoming, sufficient to enable the securities of the Company to
qualify for listing on an exchange or on a national automated securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt from the requirements of Rule 15g-9 adopted by the Commission (See
the subsection of Item 1A called “Risk Factors - Regulation of Penny
Stocks”);


*   capital
requirements and anticipated availability of required funds, to be provided by
the Company or from operations, through the sale of additional securities,
through joint ventures or similar arrangements, or from other
sources;


*   the
extent to which the business opportunity can be advanced;


*   competitive
position as compared to other companies of similar size and experience within
the industry segment as well as within the industry as a whole;


*   strength
and diversity of existing management or management prospects that are scheduled
for recruitment;


*    the
cost of participation by the Company as compared to the perceived tangible and
intangible values and potential; and


*    the
accessibility of required management expertise, personnel, raw materials,
services, professional assistance, and other required items.





The
Company is unable to predict when it may participate in a business
opportunity.  It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several months or
more.





Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of products, services
and Company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto;  present and proposed forms of
compensation to management; a description of transactions between such Company
and its affiliates during the relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together  with reasonable assurance that audited financial
statements would be able to be produced within a  reasonable period of
time not to exceed 60 days following completion of a merger or acquisition
transaction and the like.





6


As part
of the Company's investigation, the Company's executive officers and directors
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.





It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Commission
regulations regarding purchase and sale of penny stocks.  The
regulations would affect, and possibly impair, any market that might develop in
the Company's securities until such time as they qualify for listing
on  the NASDAQ Stock  Market or on another exchange which
would make them exempt from applicability of the penny stock regulations (see
Item 1A “Risk Factors – Regulation of Penny Stocks”).





Company
management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be
attractive.  These include acquisition candidates desiring to create a
public market for their shares in order to enhance liquidity for current
stockholders, acquisition candidates which have long-term plans for raising
capital through public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates, which have a need for an immediate cash
infusion, are not likely to find a potential business combination with the
Company to be an attractive alternative.





FORM OF
ACQUISITION





It is
impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of the review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such
structure may include, but is not limited to, leases, purchase and sale
agreements, licenses, joint ventures and other contractual
arrangements.  The Company may act directly or indirectly through an
interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger,
consolidation   or reorganization of the Company with other
corporations or forms of business organization.  In addition, the
present management and stockholders of the Company most likely will not have
control of a majority of the voting stock of the Company following a merger or
reorganization transaction.  As part of such a transaction, the
Company's existing directors may resign and new directors may be appointed
without any vote by stockholders.





It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of common stock or other securities of the
Company.  Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called B tax free
reorganization under the Internal Revenue Code of 1986, as amended, depends upon
the issuance to the stockholders of the acquired Company of a controlling
interest (i.e., 80% or more) of the common stock of the combined entities
immediately following the reorganization.  If a transaction were
structured to take advantage of these provisions rather than other tax free
provisions provided under the Internal Revenue Code, the Company's current
stockholders would retain in the aggregate 20% or less of the total issued and
outstanding shares.  This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization.  Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors and
principal stockholders.





7


It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon one or more exemptions from registration under applicable
federal and state securities laws to the extent that such exemptions are
available.  In some circumstances, however, as a negotiated element of
the transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter.  The issuance of substantial additional securities
and their potential sale into any trading market that might develop in the
Company's securities may have a depressive effect upon such market.





The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement.  Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.





As a
general matter, the Company anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement.  Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable.  Neither the Company nor
any of the other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement is executed.  Even
after a definitive agreement is executed, it is possible that the acquisition
would not be consummated should any party elect to exercise any
right  provided in the agreement to terminate it on specific
grounds.





It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others.  If a
decision is made not to participate in a specific business opportunity, the
costs incurred in the related investigation would not be
recoverable.  Moreover, because many providers of goods and services
require compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to produce goods and services.





COMPETITION





The
Company expects to encounter substantial competition in its efforts to locate
attractive business combination opportunities.  The competition may in
part come from business development companies, venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these types of organizations are likely to be in a better position than the
Company to obtain access to attractive business acquisition candidates either
because they have greater experience, resources and managerial capabilities than
the Company, because they are able to offer immediate access to limited amounts
of cash, or for a variety of other reasons.  The Company also will
experience competition from other public companies with similar business
purposes, some of which may also have funds available for use by an acquisition
candidate.





EMPLOYEES





The
Company currently has no full-time employees. James Hahn, the sole director,
President and Chief Executive Officers performs part-time services for the
Company as an officer and director. Management of the Company expects to use
consultants (including affiliates of James Hahn), attorneys and accountants as
necessary, and does not anticipate a need to engage any full-time employees so
long as it is seeking and evaluating business opportunities.  The need
for employees and their availability will be addressed in connection with the
decision whether or not to acquire or participate in specific business
opportunities.





8


ITEM 1A.
RISK FACTORS





The
Company's business and plan of operation is subject to numerous risk factors,
including, but not limited to, the following:





The
Company’s limited operating history makes its potential difficult to
assess.





The
Company has no assets or financial resources.  The Company will, in
all likelihood, continue to sustain operating expenses without corresponding
revenues, at least until the consummation of a business
combination.  This will most likely result in the Company incurring a
net operating loss which may increase continuously until the Company can
consummate a business combination with a target company.  There is no
assurance that the Company can identify such a target company and consummate
such a business combination.





The
Company has no agreement for a business combination and no minimum requirements
for a business combination.





The
Company has no current arrangement, agreement or understanding with respect to
engaging in a business combination with a specific entity.  There can
be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination.  No particular industry or specific business within an
industry has been selected for a target company.  The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
business combination with such business entity.  Accordingly, the
Company may enter into a business combination with a business entity having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics.  There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the
Company.





There
is no assurance of success or profitability of the Company.





There is
no assurance that the Company will be presented with or acquire a favorable
business opportunity.  Even if the Company should become involved in a
business opportunity, there is no assurance that it will generate revenues or
profits, or that the market price of the Company's outstanding shares will be
increased thereby.  The type of business to be acquired may be one
that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors.  Because of the Company's limited capital, it is
more likely than not that any acquisition by the Company will involve other
parties whose primary interest is the acquisition of control of a publicly
traded Company.  Moreover, any business opportunity acquired may be
currently unprofitable or present other negative factors.





The
Company may not be able to diversify its business and the lack of
diversification may increase the risks associated with the Company’s
operations.





Because
of the Company’s limited financial resources, it is unlikely that the Company
will be able to diversify its acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic fluctuations within a particular business
or industry and therefore increase the risks associated with the Company's
operations.





9


The
Company has only one director and officer and his loss or his inability to
devote full time to the Company’s business could adversely affect development of
the Company’s business.





Because
management consists of only one person, while seeking a business combination,
James Hahn, the President of the Company, will be the only person responsible in
conducting the day-to-day operations of the Company.  It is possible
that, from time to time, the inability of Mr. Hahn to devote his full time
attention to the Company will cause the Company to lose an opportunity.
Moreover, the Company does not benefit from having access to multiple judgments
that a greater number of directors or officers would provide, and the Company
will rely completely on the judgment of its one officer and director when
selecting a target company.  Mr. Hahn anticipates devoting only a
limited amount of time per month to the business of the Company.  Mr.
Hahn has not entered into a written employment agreement with the Company and he
is not expected to do so.  The Company does not anticipate obtaining
key man life insurance on Mr. Hahn.  The loss of the services of Mr.
Hahn would adversely affect development of the Company's business and its
likelihood of continuing operations.




Conflicts
of interest exist between the Company and its management which could adversely
affect the Company.





Certain
conflicts of interest exist between the Company and its sole officer and
director, James Hahn.  He has other business interests to which he
currently devotes attention, and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through his exercise
of judgment in a manner which is consistent with his fiduciary duties to the
Company.





It is
anticipated that the Company's principal stockholders, including indirectly Mr.
Hahn, may actively negotiate or otherwise consent to the purchase of a portion
of their common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction.  In this process, the Company's
principal stockholders may consider their own personal pecuniary benefit rather
than the best interest of other Company shareholders.  Depending upon
the nature of a proposed transaction, Company stockholders other than the
principal stockholders may not be afforded the opportunity to approve or consent
to a particular transaction.





The
Company may need additional financing which there is no assurance may be
available or can be obtained on terms acceptable to the Company; the failure to
obtain such financing might prevent the Company from exploiting opportunities
or  continuing in existence.





The
Company has very limited funds, and such funds, may not be adequate to take
advantage of any available business opportunities.  Even if the
Company's currently available funds prove to be sufficient to pay for its
operations until it is able to acquire an interest in, or complete a transaction
with, a business opportunity, such funds will clearly not be sufficient to
enable it to exploit the opportunity.  Thus, the ultimate success of
the Company will depend, in part, upon its availability to raise additional
capital.  In the event that the Company requires modest amounts of
additional capital to fund its operations until it is able to complete a
business acquisition or transaction, such funds, are expected to be provided by
the principal shareholders.  However, the Company has not investigated
the availability, source, or terms that might govern the acquisition of the
additional capital which is expected to be required in order to exploit a
business opportunity, and will not do so until it has determined the level of
need for such additional financing.  There is no assurance that
additional capital will be available from any source or, if available, that it
can be obtained on terms acceptable to the Company.  If not available,
the Company's operations will be limited to those that can be financed with its
modest capital, if any. It is possible that the Company may exhaust its capital
and credit and be unable to continue operations.





10


The
Company may need to depend upon outside advisors.





To
supplement the business experience of its sole officer and director, the Company
will likely be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors.  The selection of any
such advisors will be made by the Company's officers, without any input by
shareholders.  Furthermore, it is anticipated that such persons may be
engaged on an as needed basis without a continuing fiduciary or other obligation
to the Company.  In the event the officers of the Company consider it
necessary to hire outside advisors, they may elect to hire persons who are
affiliates, if those affiliates are able to provide the required services. There
can be no assurance that the Company will have the capital to pay outside
advisors or that any services performed by such advisors will benefit the
Company.





Our
common stock is currently subject to the “penny stock” rules which require
delivery of a schedule explaining the penny stock market and the associated
risks before any sale




The
Commission has adopted a number of rules to regulate "penny
stocks."  Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9
under the Exchange Act. Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules (as any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, largely quoted on the OTC Bulletin Board or the "Pink
Sheets", the rules would apply to the Company and to its
securities.





The
Commission has adopted Rule 15g-9 which established sales practice requirements
for certain low price securities.  Unless the transaction is exempt,
it shall be unlawful for a broker or dealer to sell a penny stock to, or to
effect the purchase of a penny stock by, any person unless prior to the
transaction:  (i) the broker or dealer has approved the person's
account for transactions in penny stock pursuant to this rule and (ii) the
broker or dealer has received from the person a written agreement to the
transaction setting forth the identity and quantity of the penny stock to be
purchased.





In order
to approve a person's account for transactions in penny stock, the broker or
dealer must: (a) obtain from the person information concerning the person's
financial situation, investment experience, and investment objectives; (b)
reasonably determine that transactions in penny stock are suitable for that
person, and that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of evaluating
the risks of transactions in penny stock; (c) deliver to the person a written
statement setting forth the basis on which the broker or dealer made the
determination (i) stating in a highlighted format that it is unlawful for the
broker or dealer to affect a transaction in penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement to the
transaction from the person; and (ii) stating in a highlighted format
immediately preceding the customer signature line that (iii) the broker or
dealer is required to provide the person with the written statement; and (iv)
the person should not sign and return the written statement to the broker or
dealer if it does not accurately reflect the person's financial situation,
investment experience, and investment objectives; and (d) receive from the
person a manually signed and dated copy of the written statement.





It is
also required that disclosure be made as to the risks of investing in penny
stock and the commissions payable to the broker-dealer, as well as current
price  quotations and the remedies and rights available in cases of
fraud in penny stock  transactions.  Statements, on a
monthly basis, must be sent to the investor listing recent prices for the penny
stock and information on the limited market.  Shareholders should be
aware that, according to Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and
abuse.  Such patterns include (i) control of the market for the
security by one or a few broker-dealers that are often related to the promoter
or issuer; (ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room" practices
involving high-pressure sales tactics and unrealistic price projections by
inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential
and markups by selling broker-dealers; and (v) the wholesale dumping of the same
securities by promoters and broker dealers after prices have
been  manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses.





The
Company's management is aware of the abuses that have occurred historically in
the penny stock market.  Although the Company does not expect to be in
a position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.





The
Company may have significant competition for business opportunities and
combinations and may be at a competitive disadvantage in completing a business
combination.





The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities.  A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be
merger or acquisition target candidates for the Company.  Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business
combination.  Moreover, the Company will also compete in seeking
merger or acquisition candidates with other public shell companies, some of
which may also have funds available for use by an acquisition
candidate.





11


The
reporting requirements imposed upon the Company may delay or preclude its
ability to enter into a business combination which could have a material adverse
effect on the Company’s business.




Pursuant
to the requirements of Section 13 of the Exchange Act, the Company is required
to provide certain information about significant acquisitions including audited
financial statements of the acquired company.  Because the Company is
a shell company these audited financial statements must be furnished within four
business days following the effective date of a business
combination.  Obtaining audited financial statements are the economic
responsibility of the target company.  The additional time and costs
that may be incurred by some potential target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the
Company.  Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.  Notwithstanding a target company's agreement to obtain
audited financial statements within the required time frame, such audited
financials may not be available to the Company at the time of effecting a
business combination.  In cases where audited financials are
unavailable, the Company will have to rely upon unaudited information that has
not been verified by outside auditors in making its decision to engage in a
transaction with the business entity.  This risk increases the
prospect that a business combination with such a business entity might prove to
be an unfavorable one for the Company.





The
Company lacks market research and a marketing organization, which deficiency
could materially adversely affect its ability to compete for or evaluate
business opportunities .





The
Company has neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions contemplated by the
Company.  In the event demand exists for a transaction of the type
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.





It
is probable that there will be a change in control of the Company and/or
management; in such event the Company’s success may become dependent on persons
other than current management, who are not presently identifiable.





In
conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized, but unissued
common stock that represents the greater majority of the voting power and equity
of the Company, which will, in all likelihood, result in stockholders of a
target company obtaining a controlling interest in the Company.  As a
condition of the business combination agreement, the current principal
stockholders of the Company may agree to sell or transfer all or a portion of
the Company's common stock they own so to provide the target company with all or
majority control. The resulting change in control of the Company will likely
result in removal of the present officer and director of the Company and a
corresponding reduction in or elimination of his participation in the future
affairs of the Company. Moreover, there can be no assurance that new management
will have the ability or experience necessary to successfully manage the
Company.





Stockholders
will likely suffer a dilution of the value of their shares upon a business
combination.





A
business combination normally will involve the issuance of a significant number
of additional shares.  Depending upon the value of the assets acquired
in such business combination, the per-share value of the Company's common stock
may increase or decrease, perhaps significantly.





12


No
public market exists and no public market may develop for the Company’s common
stock; the lack of such market may impact the price that could be obtained for
the sale of the Company’s common stock.





There is
currently no public market for the Company's common stock, and no assurance can
be given that a market will develop or that a shareholder ever will be able to
liquidate his investment without considerable delay, if at all.  If a
market should develop, the price may be highly volatile.  Factors such
as those discussed in this "Risk Factors" section may have a significant impact
upon the market price of the securities offered hereby.  Owing to the
low price of the securities, many brokerage firms may not be willing to effect
transactions in the securities.  Even if a purchaser finds a broker
willing to effect a transaction in these securities, the combination of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the sales proceeds.





Registration
of shares of the Company’s common stock may be required for resale; this may
significantly impair a stockholder’s ability to sell the common stock he
holds.





It is the
Commission's position that securities issued by a "shell" company such as the
Company cannot be sold under the exemption from registration provided by Rule
144 promulgated under the Securities Act, but must be registered under the
Securities Act. Accordingly, the securities sold to our affiliates may have to
be registered under the Act prior to resale.  Any other securities
issued to individuals in the capacity of management, affiliates, control persons
and promoters may also have to be registered prior to resale and shall be issued
with appropriate restricted legend to reflect the registration
requirements.





There
may be restrictions imposed by states on the sale of common stock by investors;
this may significantly impair a stockholder’s ability to sell the common stock
he holds.





Because
the securities registered hereunder have not been registered for resale under
the “blue sky” laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware, that there may be significant state blue sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities.  Accordingly, investors should consider the
secondary market for the Company's securities to be a limited one.





The
Company may be subject to additional risks as a result of doing business in a
foreign country and this may materially adversely affect the Company’s
business.





The
Company may effectuate a business combination with a merger target whose
business operations or even headquarters, place of formation or primary place of
business are located outside the United States of America.  In such
event, the Company may face the significant additional risks associated with
doing business in that country.  In addition to the language barriers,
different presentations of financial information, different business practices,
and other cultural differences and barriers that may make it difficult to
evaluate such a merger target, ongoing business risks result from the
international political situation, uncertain legal systems and applications of
law, prejudice against foreigners, corrupt practices, uncertain economic
policies and potential political and economic instability that may be
exacerbated in various foreign countries.





The
consummation of a business combination may subject the Company and its
stockholders to federal and state taxes.





Federal
and state tax consequences will, in all likelihood, be major considerations in
any business combination that the Company may undertake.  Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax
provisions.  The Company intends to structure any business combination
so as to minimize the federal and state tax consequences to both the Company and
the target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets.  A non-qualifying reorganization could result in the
imposition of both federal and state taxes, which may have an adverse effect on
both parties to the transaction.





13


ITEM  2.   PROPERTIES.





The
Company currently maintains a mailing address at P.O. Box 735, Alpine, New
Jersey 07620. The Company's telephone number there is (917) 915-8857. Other than
this mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future.  The Company pays no rent or
other fees for the use of the mailing address as these offices are used
virtually full-time by other businesses of the Company's President.





It is
likely that the Company will not establish an office until it has completed a
business acquisition transaction, but it is not possible to predict what
arrangements will actually be made with respect to future office
facilities.





ITEM  3.
LEGAL PROCEEDINGS.





The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.





ITEM  4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to a vote of stockholders during the fourth quarter of
fiscal 2008.





PART
II





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





MARKET
PRICE





There has
been no trading market in the Company's common stock from the Company’s
inception through March 23, 2009.





HOLDERS





As of
March 23, 2009, there are approximately 412 holders of the Company's common
stock.





DIVIDENDS





The
Company has not paid any dividends from its inception to date, and has no plans
to do so in the foreseeable future.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





We
currently do not have any equity compensation plans.





14


RECENT
SALES OF UNREGISTERED SECURITIES





On
January 7, 2008, the Company sold 10,000 shares of common stock at $0.01 per
share for gross proceeds of $100.00 to Alpine Venture Associates, LLC, a company
controlled by James Hahn, who became the Company's Chief Executive Officer. The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
January 7, 2008, the Company sold 100 shares of common stock at $0.50 per share
for gross proceeds of $50.00 to James Hahn. The Company relied upon Section 4(2)
of the Securities Act for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
January 7, 2008, the Company sold 100 shares of common stock at $0.50 per share
for gross proceeds of $50.00 to Lisa Yoo. The Company relied upon Section 4(2)
of the Securities for an exemption from registration of these shares and no
underwriter was used in this transaction.





During
the period from July 1, 2008 to September 30, 2008 400 investors each signed and
delivered to the Company subscription agreements for the purchase of 1,000
shares of the Company’s common stock at a price of $.005 per share. The Company
received all of the proceeds of such subscriptions in October 2008. Each of the
foregoing sales of the Company’s common stock was made pursuant to Regulation S
promulgated by the Securities and Exchange Commission and was therefore not
subject to registration under the Securities Act. No underwriter was used in
these transactions.





On
October 6, 2008, the Company sold 41,520 shares of common stock at $0.001 per
share for gross proceeds of $41.52 to Alpine Venture Associates, LLC, a company
controlled by James Hahn, who is the Company's Chief Executive Officer. The
Company relied upon Section 4(2) of the Securities Act for an exemption from
registration of these shares and no underwriter was used in this
transaction.





On
October 6, 2008, the Company sold 20,760 shares of common stock at $.10 per
share for gross proceeds of $ 2,076 to Ying Hwa Wong. The Company relied upon
Section 4(2) of the Securities Act for an exemption from registration of these
shares and no underwriter was used in this transaction.





On
October 9, 2008, the Company sold 20,345 shares of common stock at $.03 per
share for gross proceeds of $610.34 to MMH Group, LLC. The Company relied upon
Section 4(2) of the Securities Act for an exemption from registration of these
shares and no underwriter was used in this transaction.





On
October 12, 2008, the Company sold 20,345 shares of common stock at $.03 per
share for gross proceeds of $610.34 to Andy Ly. The Company relied upon Section
4(2) of the Securities Act for an exemption from registration of these shares
and no underwriter was used in this transaction.





On
October 13, 2008, the Company sold 83,040 shares of common stock at $.03 per
share for gross proceeds of $2,491.2 to JC Capital Management, Ltd. The Company
relied upon Section 4(2) and Regulation S of the Securities for an exemption
from registration of these shares and no underwriter was used in this
transaction.





On
October 13, 2008, the Company sold 24,912 shares of common stock at $.20 per
share for gross proceeds of $ 4,982.4 to John Yu. The Company relied upon
Section 4(2) of the Securities Act for an exemption from registration of these
shares and no underwriter was used in this transaction.





On
October 20, 2008, the Company sold 20,345 shares of common stock at $.001 per
share for gross proceeds of $20.34 to Lisa Yoo. The Company relied upon Section
4(2) of the Securities for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
October 20, 2008, the Company sold 20,760 shares of common stock at $.015 per
share for gross proceeds of $311.4 to Winner Bright International Investment,
Ltd. The Company relied upon Section 4(2) and Regulation S of the Securities for
an exemption from registration of these shares and no underwriter was used in
this transaction.





On
October 23, 2008, the Company sold 33,216 shares of common stock at $.001 per
share for gross proceeds of $33.22 to Chunmei Sun. The Company relied upon
Section 4(2) and Regulation S of the Securities for an exemption from
registration of these shares and no underwriter was used in this
transaction.





15


On
October 27, 2008, the Company sold 20,345 shares of common stock at $0.001 per
share for gross proceeds of $20.34 to Alpine Venture Associates, LLC. The
Company relied upon Section 4(2) of the Securities Act for an exemption from
registration of these shares and no underwriter was used in this
transaction.





On
October 29, 2008, the Company sold 20,345 shares of common stock at $.001 per
share for gross proceeds of $20.34 to Guzov Ofsink, LLC. The Company relied upon
Section 4(2) of the Securities Act for an exemption from registration of these
shares and no underwriter was used in this transaction.





On March
12, 2009, the Company sold 20,345 shares of common stock at $.025 per share for
gross proceeds of $5,086.25 to PacifiCap Holdings, LLC. The Company relied upon
Section 4(2) of the Securities Act for an exemption from registration of these
shares and no underwriter was used in this transaction.





It is the
Commission's position that securities issued by a "shell" company such as the
Company cannot be sold under the exemption from registration provided by Rule
144 promulgated under the Securities Act of 1933 (the "Act"), but must be
registered under the Securities Act. Accordingly, the securities sold to James
Hahn and Lisa Yoo will be registered under the Securities Act prior to resale.
Any other securities issued to individuals in the capacity of management,
affiliates, control persons and promoters will also be registered with the
Commission prior to resale and shall be issued with appropriate restricted
legend to reflect the registration requirements.





There are
no outstanding options or warrants to purchase, nor any securities convertible
into, the Company's common stock.





ITEM  6.
SELECTED FINANCIAL DATA





Not
applicable.





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





GENERAL





The
Company was originally incorporated on October 29, 2007 under the laws of the
State of Delaware.  The Company was initially formed as a "blank
check" entity for the purpose of seeking a merger, acquisition or other business
combination transaction with a privately owned entity seeking to become a
publicly-owned entity.





The
Company's current principal business activity is to seek a suitable reverse
acquisition candidate through acquisition, merger or other suitable business
combination method.





It is the
intent of management and significant stockholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.  However, there is no legal obligation for either management
or significant stockholders to provide additional future
funding.  Should this pledge fail to provide financing, the Company
has not identified any alternative sources.  Consequently, there is
substantial doubt about the Company's ability to continue as a going
concern.





The
Company's need for capital may change dramatically as a result of any business
acquisition or combination transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no
assurance that the Company would be successful in consummating any acquisition
on favorable terms or that it will be able to profitably manage the business,
product, technology or company it acquires.





The
Company's current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived advantages of
an Exchange Act registered corporation.  As of the date of this Annual
Report on Form 10-K, the Company has no particular acquisitions in mind and has
not entered into any negotiations regarding such an acquisition, and neither the
Company's sole officer and director nor any promoter and affiliate has engaged
in any negotiations with any representatives of the owners of any business or
company regarding the possibility of a merger or acquisition between the Company
and such other company.





Pending
negotiation and consummation of a combination, the Company anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of
revenue.  Should the Company incur any significant liabilities prior
to a combination with a private company, it may not be able to satisfy such
liabilities as are incurred.





If the
Company's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust the Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.





16


MANAGEMENT





The
Company is in the development stage and currently has no full-time
employees.  Mr. James Hahn is the Company's sole officer and
director.  All references herein to management of the Company are to
Mr. Hahn. Mr. Hahn, as President of the Company, has agreed to allocate a
limited portion of his time to the activities of the Company after the effective
date of this Annual Report on Form 10-K without
compensation.  Potential conflicts may arise with respect to the
limited time commitment by Mr. Hahn and the potential demands of the Company's
activities. See Item 13, "Certain Relationships and Related Transactions, and
Director Independence."





The
amount of time spent by Mr. Hahn on the activities of the Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially quiet time when activities of management focus
elsewhere, or some amount in between.  It is impossible to predict
with any precision the exact amount of time Mr. Hahn will actually be required
to spend to locate a suitable target company.  Mr. Hahn estimates that
the business plan of the Company can be implemented by devoting less than 5
hours per month but such figure cannot be stated with precision.





SEARCH
FOR BUSINESS OPPORTUNITIES





The
Company's search will be directed toward small and medium-sized enterprises,
which have a desire to become reporting corporations and which are able to
provide audited financial statements.  The Company does not propose to
restrict its search for investment opportunities to any particular geographical
area or industry, and may, therefore, engage in essentially any business, to the
extent of its limited resources.  The Company's discretion in the
selection of business opportunities is unrestricted, subject to the availability
of such opportunities, economic conditions, and other factors.  No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, and no assurance can be given that
any acquisition, which does occur, will be on terms that are favorable to the
Company or its current stockholders.





The
Company may merge with a company that has retained one or more consultants or
outside advisors.  In that situation, the Company expects that the
business opportunity will compensate the consultant or outside
advisor.  As of the date of this filing, there have been no
discussions, agreements or understandings with any party regarding the
possibility of a merger or acquisition between the Company and such other
company.  Consequently, the Company is unable to predict how the
amount of such compensation would be calculated at this time.  It is
anticipated that any finder that the target company retains would be a
registered broker-dealer.





The
Company will not restrict its search to any specific kind of firm, but may
acquire a venture, which is in its preliminary or development stage, one which
is already in operation, or in a more mature stage of its corporate
existence.  The acquired business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.  The Company does not intend
to obtain funds to finance the operation of any acquired business opportunity
until such time as the Company has successfully consummated the merger or
acquisition transaction. There are no loan arrangements or arrangements for any
financing whatsoever relating to any business opportunities.





17


EVALUATION
OF BUSINESS OPPORTUNITIES





The
analysis of business opportunities will be under the supervision of the
Company's sole officer and director, who is not a professional business
analyst.  In analyzing prospective business opportunities, management
will consider such matters as available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable, but
which then may be anticipated to impact the proposed activities of the Company;
the potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.  In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of a
variety of factors, including, but not limited to, the possible need to expand
substantially, shift marketing approaches, change product emphasis, change or
substantially augment management, raise capital and the
like.  Management intends to meet personally with management and key
personnel of the target business entity as part of its
investigation.  To the extent possible, the Company intends to utilize
written reports and personal investigation to evaluate the above
factors.  Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided with written
materials regarding the business opportunity containing as much relevant
information as possible, including, but not limited to, such items as a
description of products, services and company history; management resumes;
financial information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks, or service marks, or rights thereto;
present and proposed forms of compensation to management; a description of
transactions between such company and its affiliates during the relevant
periods; a description of present and required facilities; an analysis of risks
and competitive conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not available at that
time, unaudited financial statements, together with reasonable assurance that
audited  financial  statements would be able to be produced
within a required period of time; and the like.





Under the
Exchange Act, any merger or acquisition candidate will become subject to the
same reporting requirements of the Exchange Act as the Company following
consummation of any merger or acquisition.  Thus, in the event the
Company successfully completes the acquisition of or merger with an operating
business entity, that business entity must provide audited financial statements
for at least two most recent fiscal years or, in the event the business entity
has been in business for less than two years, audited financial statements will
be required from the period of inception.  Acquisition candidates that
do not have or are unable to obtain the required audited statements may not be
considered appropriate for acquisition.  The Company will not acquire
or merge with any entity which cannot provide audited financial statements at or
within a required period of time after closing of the proposed
transaction.  The audited financial statements of the acquired company
must be furnished within 15 days following the effective date of a business
combination.





When a
non-reporting company becomes the successor of a reporting company by merger,
consolidation, exchange of securities, and acquisition of assets or otherwise,
the successor company is required to provide in a Current Report on Form 8-K the
same kind of information that would appear in a Registration Statement or an
Annual Report on Form 10-K, including audited and pro forma financial
statements.  The Commission treats these Form 8-K filings in the same
way it treats the Registration Statements on Form 10 filings. The Commission
subjects them to its standards of review selection, and the Commission may issue
substantive comments on the sufficiency of the disclosures
represented.  If the Company enters into a business combination with a
non-reporting company, such non-reporting company will not receive reporting
status until the Commission has determined that it will not review the 8-K
filing or all of the comments have been cleared by the Commission.





Management
believes that various types of potential merger or acquisition candidates might
find a business combination with the Company to be attractive.  These
include acquisition candidates desiring to create a public market for their
shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior existence of a public market for
their securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for cash,
and believe that the  possibility of development of a public market
for their securities will be of assistance in that
process.  Acquisition candidates, who have a need for an immediate
cash infusion, are not likely to find a potential business combination with the
Company to be an attractive alternative.  Nevertheless, the Company
has not conducted market research and is not aware of statistical data which
would support the perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.  The Company is unable to
predict when it may participate in a business opportunity.  It
expects, however, that the analysis of specific proposals and the selection of a
business opportunity may take several months or more.  There can also
be no assurances that we are able to successfully pursue a business
opportunity.  In that event, there is a substantial risk to the
Company that failure to complete a business combination will significantly
restrict its business operation and force management to cease operations and
liquidate the Company.





18


ACQUISITION
OF A BUSINESS OPPORTUNITY





In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another entity.  It may also acquire stock or
assets of an existing business.  In connection with a merger or
acquisition, it is highly likely that an amount of stock constituting control of
the Company would either be issued by the Company or be purchased from the
current principal stockholder of the Company by the acquiring entity or its
affiliates, and accordingly, the shareholders of the target company, typically,
become the majority of the shareholders of the combined company, the board of
directors and officers of the target company become the new board and officers
of the combined company and often the name of the target company becomes the
name of the combined company.





There are
currently no arrangements that would result in a change of control of the
Company.  It is anticipated that any securities issued as a result of
consummation of a business combination will be issued in reliance upon one or
more exemptions from registration under applicable federal and state securities
laws to the extent that such exemptions are available.  In some
circumstances, however, as a negotiated element of its transaction, the Company
may agree to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter.  If such
registration occurs, of which there can be no assurance, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a dormant shell company.  Until such time as
this occurs, the Company will not attempt to register any additional
securities.





The
issuance of substantial additional securities and their potential sale into any
trading market may have a depressive effect on the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance.  There have been no plans, proposals, arrangements or
understandings with respect to the sale or issuance of additional
securities.  While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it may be expected that the parties
to the business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a "tax-free"
reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986,
as amended.





In order
to obtain tax-free treatment, it may be necessary for the owners of the
surviving entity to own 80% or more of the voting stock of the surviving
entity.  In this event, the shareholders of the Company would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.  However, treatment as a tax-free reorganization will
not be a condition of any future business combination and if it is not the case,
the Company will not obtain an opinion of counsel that the reorganization will
be tax free.  With respect to any merger or acquisition, negotiations
with target company management are expected to focus on the percentage of the
Company which the target company shareholders would acquire in exchange for all
of their shareholdings in the target company.  Depending upon, among
other things, the target company's assets and liabilities, the Company's
stockholders will in all likelihood hold a substantially lesser percentage
ownership interest in the Company following any merger or
acquisition.  The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets.





19


Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
stockholders at such time.  The Company will participate in a business
opportunity only after the negotiation and execution of appropriate
agreements.  Although the terms of such agreements cannot be
predicted, generally such agreements will require certain representations and
warranties of the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be satisfied by the
parties prior to and after such closing, outline the manner of bearing costs,
including costs associated with the Company's attorneys and accountants, and
will include miscellaneous other terms. It is anticipated that the Company will
not be able to diversify, but will essentially be limited to the acquisition of
one business opportunity because of the Company's limited
financing.  This lack of diversification will not permit the Company
to offset potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting any decision to
purchase the Company's securities.  There are no present plans,
proposals, arrangements or understandings to offer the shares of the post-merger
companies to third parties if any mergers occur, and there is no marketing plan
to distribute the shares of the post-merger companies to third
parties.  Mr. Hahn has not had any preliminarily contact, agreements
or understandings with anyone to help sell these shares.





The
Company intends to carry out its business plan as discussed
herein.  In order to do so, the Company needs to pay ongoing expenses,
including particularly legal and accounting fees incurred in conjunction with
preparation and filing of this registration statement, and in conjunction with
future compliance with its on-going reporting obligations.





The
Company does not intend to make any loans to any prospective merger or
acquisition candidates or unaffiliated third parties.  The Company has
adopted a policy that it will not seek an acquisition or merger with any entity
in which the Company's officer, director, and controlling stockholders or any
affiliate or associate serves as an officer or director or holds any ownership
interest.





LIQUIDITY
AND CAPITAL RESOURCES





It is the
belief of management that sufficient working capital necessary to support and
preserve the integrity of the Company will be present.  However, there
is no legal obligation for either management or significant stockholders to
provide additional future funding.  Should this pledge fail to provide
financing, the Company has not identified any alternative
sources.  Consequently, there is substantial doubt about the Company's
ability to continue as a going concern.





The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities prior to the location
of a merger or acquisition candidate.  Accordingly, there can be no
assurance that sufficient funds will be available to the Company to allow it to
cover the expenses related to such activities.





The
Company's need for capital may change dramatically as a result of any business
acquisition or combination transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no
assurance that the Company would be successful in consummating any acquisition
on favorable terms or that it will be able to profitably manage the business,
product, technology or company it acquires.





Regardless
of whether the Company's cash assets prove to be inadequate to meet the
Company's operational needs, the Company might seek to compensate providers of
services by issuances of stock in lieu of cash.  For information as to
the Company's policy in regard to payment for consulting services, see Item 13.
“Certain Relationships and Transactions, and Director
Independence.”





20


Item
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM 8.   FINANCIAL  STATEMENTS AND
SUPPLEMENTARY DATA.





The
Company 's financial statements for the year ended December 31, 2008 and 2007,
including the notes thereto, together with the report of independent certified
public accountants thereon, are presented beginning at page F-1.





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





There are
not, and since the inception of the Company there have not been, any
disagreements between the Company and its accountants on any matter of
accounting principles, practices or financial statement disclosure.





ITEM  9A.
CONTROLS AND PROCEDURES





(a)   Disclosure
Controls and Procedures.





Mr. James
Hahn, our chief executive officer and chief financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as of December 31, 2008. Based on this evaluation, he concluded that, as
of December 31, 2008, our disclosure controls and procedures were effective and
adequately designed to ensure that the information required to be disclosed by
us in the reports we submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the applicable
rules and forms and that such information was accumulated and communicated to
our chief executive officer and chief financial officer, in a manner that
allowed for timely decisions regarding required disclosure.





(b)   Internal
Control over Financial Reporting





This
Annual Report on Form 10-K  does not include a report of management's
assessment regarding internal control over financial reporting or an attestation
report of the Company's registered public accounting firm due to a transition
period established by rules of the Securities and Exchange Commission for newly
public companies.





(c)   Changes
in Internal Control over Financial Reporting





During
the period ended December 31, 2008, there has been no change in internal control
over financial reporting that has materially affected, or is reasonably likely
to materially affect our internal control over financial reporting.





ITEM
9B.  OTHER INFORMATION





None.





21




Part
III





ITEM
10.  DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





The
names, ages and positions of the Company's directors and executive officers are
as follows:




Name
            Age
            Position
      Held and TenureJames
      Hahn
            44
            Director, President,
      Chief Executive Officer, Chief Financial Officer and
Secretary





The
director named above will serve until the next annual meeting of the Company's
stockholders or until any successors are duly elected and have
qualified.  Directors will be elected for one-year terms at the annual
stockholders meeting.  Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated.  There is no arrangement or
understanding between any of the directors or officers of the Company and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management shareholders will exercise their voting rights to
continue to elect the current directors to the Company's board.  There
are also no arrangements, agreements or understandings between non-management
shareholders that may directly or indirectly participate in or influence the
management of the Company's affairs.





Mr. Hahn
and any other directors and officers hereafter appointed or elected will devote
their time to the Company's affairs on an as needed basis, which, depending on
the circumstances, could amount to as little as two hours per month, or more
than forty hours per month, but more than likely will encompass less than four
(4) hours per month.  There are no agreements or understandings for
any officer or director to resign at the request of another person, and none of
the officers or directors is acting on behalf of, or will act at the direction
of, any other person.





BIOGRAPHICAL
INFORMATION





James
Hahn was appointed as our director and officer of the Company on November 1,
2007. Mr. Hahn also serves as the managing partner of Alpine Venture Associates,
LLC from 1999 to present.  Mr. Hahn received a bachelor degree of
Science in Economics from the University of Pennsylvania in 1985.





The
Company's sole officer and director, Mr. James Hahn, has been involved in
rehabilitating dormant shell companies in the past for sale to or acquisition by
target companies.





INDEMNIFICATION
OF OFFICERS AND DIRECTORS





The
Company's By-Laws provide for the indemnification of its directors, officers,
employees, and agents, under certain circumstances, against attorney's fees and
other expenses incurred by them in any litigation to which they become a party
arising from their association with or activities on behalf of the
Company.  The Company will also bear the expenses of such litigation
for any of its directors, officers, employees, or agents,  upon such
persons promise to repay the Company therefore if it is ultimately determined
that any such person shall not have been entitled to
indemnification.  This indemnification policy could result in
substantial expenditures by the Company, which it may be unable to
recoup.





CONFLICTS
OF INTEREST





None of
the officers of the Company will devote more than a small portion of their
respective time to the affairs of the Company.  There may be occasions
when the time requirements of the Company's business conflict with the demands
of the officers' other business and investment activities.  Such
conflicts may require that the Company attempt to employ additional
personnel.  There is no assurance that the services of such persons
will be available or that they can be obtained upon terms favorable to the
Company.





22


The
officers, directors and principal shareholders of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in connection with, a proposed merger or acquisition
transaction.  It is anticipated that a substantial premium may be paid
by the purchaser in conjunction with any sale of shares by the Company's
officers, directors and principal shareholders made as a condition to, or in
connection with, a proposed merger or acquisition transaction.  The
fact that a substantial premium may be paid to members of Company management to
acquire their shares creates a conflict of interest for them and may compromise
their state law fiduciary duties to the Company's other
shareholders.  In making any such sale, members of Company management
may consider their own personal pecuniary benefit rather than the best interests
of the Company and the Company's other shareholders, and the other shareholders
are not expected to be afforded the opportunity to approve or consent to any
particular buy-out transaction involving shares held by members of Company
management.





It is not
currently anticipated that any salary, consulting fee, or finders fee shall be
paid to any of the Company's directors or executive officers, or to any other
affiliate of the Company, except as described in Item 11. “Executive
Compensation.”  Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter into an agreement
with an acquisition candidate requiring the sale of all or a portion of the
common stock held by the Company's current stockholders to the acquisition
candidate or principals thereof, or to other individuals or business entities,
or requiring some other form of payment to the Company's current stockholders,
or requiring the future employment of specified officers and payment of salaries
to them.  It is more likely than not that any sale of securities by
the Company's current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such
stockholders.  Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely by the largely
unforeseeable terms of a future agreement with an unidentified business
entity.





AUDIT
COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT





The
Company does not have an Audit Committee. Mr. Hahn, the sole director, performs
some of the same functions of an Audit Committee, such as: recommending a firm
of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors’ independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. The Company does not currently have
a written audit committee charter or similar document.





The
Company has no audit committee financial expert. The Company believes the cost
related to retaining an audit committee financial expert at this time is
prohibitive. Further, because the Company has no business operations, management
believes the services of an audit committee financial expert are not
warranted.





CODE OF
ETHICS





A code of
ethics relates to written standards that are reasonably designed to deter
wrongdoing and to promote:





1.    Honest
and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;





2.    Full,
fair, accurate, timely and understandable disclosure in reports and documents
that are filed with, or submitted to, the Commission and in other public
communications made by an issuer;





3.    Compliance
with applicable governmental laws, rules and regulations;





4.    The
prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code; and





5.    Accountability
for adherence to the code.





The
Company has not adopted a corporate code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions





The
decision to not adopt such a code of ethics resulted from the Company's having
only one person serving as the Company’s director, president, chief executive
officer, chief financial officer and secretary, and management believe that this
eliminates the current need for such a code.





23


SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE




Section
16(a) of the Exchange Act requires the Company's directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the Commission initial reports of ownership and reports
of changes in ownership of common stock and our other equity securities. These
insiders are required by Commission regulations to furnish us with copies of all
Section 16(a) forms they file, including Forms 3, 4 and 5.





Commission
rules require disclosure in the Company’s Annual Report on Form 10-K of the
failure of an executive officer, director or 10% beneficial owner to file such
forms on a timely basis.





James
Hahn was appointed as our director and officer of the Company on November 1,
2007 at which time he was not subject to reporting obligations under Section
16(a) as the Company was not a reporting company. Mr Hahn became obligated to
file a Form 3 after October 28, 2008 when a Registration Statement on Form 10
filed by the Company on August 28, 2009 became effective. Mr. Hahn filed a Form
3 on November 21, 2008.





ITEM
11.  EXECUTIVE COMPENSATION





No
officer or director has received any compensation from the Company since the
inception of the Company.  Until the Company acquires additional
capital, it is not anticipated that any officer or director will receive
compensation from the Company other than reimbursement for out-of-pocket
expenses incurred on behalf of the Company.





The
Company has no stock option, retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the
future.




ITEM  12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
 
 The
following table sets forth certain information regarding the beneficial
ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's common
stock; (ii) by each director and executive officer of the Company; and (iii) by
all executive officer and directors of the Company as a group.  Each
of the persons named in the table has sole voting and investment power with
respect to the shares beneficially owned.


24




Name
      and address
                  Number
      of Shares
                  %
      of Class Beneficially Owned (1)Alpine
      Venture Associates, LLC
                  66,865
                  8.78%
      (1)PO
      Box 735, AlpineNew
      Jersey 07620James
      Hahn
                  97,410
      (2)
                  12.79%PO
      Box 735, AlpineNew
      Jersey 07620JC
      Capital Management, Ltd
                  83,040
                  10.91%Qianjiang
      Building, 18H,Pudong
      New DistrictShanghai,
      China, PRC 200122All
      Directors and
                  97,410(2)
                  12.79%Executive
      Officers (1 person)




(1)
            Based
      on 761,478 shares of our common stock outstanding as of March 23,
      2009.





(2)
            Alpine
      Venture Associates, LLC is owned and controlled by Mr. James Hahn.
      Accordingly, the 66,865 shares of common stock owned by Alpine Venture
      Associates, LLC are deemed also to be beneficially owned by Mr. James
      Hahn. Also includes 20,445 shares owned by Mr. Hahn’s wife, as to which he
      disclaims beneficial ownership.




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





On
November 1, 2007, the Company issued 5,000 shares to Alpine Venture Associates,
LLC in consideration for the services in incorporating the Company, creating its
business plan and otherwise facilitating the Company’s
organization.





On
January 7, 2008, the Company sold 10,000 shares of common stock at $0.01 per
share for gross proceeds of $100.00 to Alpine Venture Associates, LLC, a company
controlled by James Hahn, who became the Company's Chief Executive Officer. The
Company relied upon Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
January 7, 2008, the Company sold 100 shares of common stock at $0.50 per share
for gross proceeds of $50.00 to James Hahn. The Company relied upon Section 4(2)
of the Securities Act for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
January 7, 2008, the Company sold 100 shares of common stock at $0.50 per share
for gross proceeds of $50.00 to Lisa Yoo. The Company relied upon Section 4(2)
of the Securities for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
October 6, 2008, the Company sold 41,520 shares of common stock at $0.001 per
share for gross proceeds of $41.52 to Alpine Venture Associates, LLC, a company
controlled by James Hahn, who is the Company's Chief Executive Officer. The
Company relied upon Section 4(2) of the Securities Act for an exemption from
registration of these shares and no underwriter was used in this
transaction.





On
October 20, 2008, the Company sold 20,345 shares of common stock at $.001 per
share for gross proceeds of $20.34 to Lisa Yoo. The Company relied upon Section
4(2) of the Securities for an exemption from registration of these shares and no
underwriter was used in this transaction.





On
October 27, 2008, the Company sold 20,345 shares of common stock at $0.001 per
share for gross proceeds of $20.34 to Alpine Venture Associates, LLC. The
Company relied upon Section 4(2) of the Securities Act for an exemption from
registration of these shares and no underwriter was used in this
transaction.





On
September 1, 2008, the Company entered into a consulting services agreement with
Alpine Venture Associates, LLC, of which James Hahn owns a 50% equity interest
and is the president. Under the agreement, Alpine Venture Associates, LLC is
being paid a consulting fee of $10,000 per month to provide the services of
James Hahn as the Company’s chief executive officer and president, and to find
suitable acquisition targets and make required filings with the Commission. The
term of the consulting services agreement will continue until either the Company
or Alpine Venture Associates terminates the agreement by providing 30 days
written notice of such intention to the other party. The Company has not paid
any of the monthly fees due under the agreement since the inception of the
agreement. As of March 23, 2009, $70,000 is owed by the Company to Alpine
Venture Associates, LLC.




It is the
Commission's position that securities issued by a "shell" company such as the
Company  cannot be sold under the exemption from registration provided
by Rule 144 promulgated under the Securities Act, but must be registered under
the Securities Act. Accordingly, the securities sold to James Hahn, Alpine
Venture Associates, LLC and James Hahn’s, wife, Lisa Yoo must be registered
under the Act prior to resale. Any other securities issued to individuals in the
capacity of management, affiliates, control persons and promoters will also be
registered with the Commission prior to resale and shall be issued with
appropriate restricted legend to reflect the registration requirements.


25


ITEM  14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.





The
Company selected Webb & Company, P.A. (“Webb”) as our independent auditor
for the period from October 29, 2007 (inception) to December 31, 2007 and for
the fiscal year ended December 31, 2008.




The
following table sets forth the aggregate fees billed to the Company for the
period from October 29, 2007 (inception) to December 31, 2007 and for the fiscal
year ended December 31, 2008 by Webb:




Fiscal
      Year Ended
                      Period FromOctober
      29,2007 (Inception)December
      31, 2008
                      To
      December 31, 2007Audit
      fees
                      $6,008.75
                      —Audit-related
      fees
                      —
                      —Tax
      fees
                      $576.25
                      —Other
      fees
                      —
                      —




Audit
fees consist of fees for services billed by Webb related to the audits of the
Company’s financial statements and the review of financial statements included
in the Company’s quarterly reports on SEC Form 10-Q. Audit-related fees consist
primarily of fees billed in the applicable period for assurance and related
services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements. Tax
fees consist of fees billed in each of the last two fiscal years for
professional services rendered by the principal accountants for tax compliance,
tax advice, and tax planning.





The
Company has not established an audit committee.





26


PART
IV





ITEM  15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.




EXHIBIT
                              NUMBER
                            DESCRIPTION3.1
                            Certificate
      of Incorporation.  Incorporated by reference to Exhibit 3.1 to
      the Registration Statement on Form 10 Filed by the Company with the
      Commission on August 29, 2008 (the registration
  Statement)3.2
                            By-Laws.
      Incorporated by reference to Exhibit  3.2 to the
      Registration10.1
                            Form
      of Subscription Agreement between the Company and the purchasers of
      common stock. Incorporated by reference to Exhibit 10.1 to the
      Registration Statement.10.2
                            Consulting
      Services Agreement between the Company and Alpine Venture Associates
      dated September 1, 2008.21.1
                            Subsidiaries
      of the Company - None31.1
                            Certification
      of James Hahn pursuant to Exchange Act Rules
      13a-14(a) and 15d-14(a), as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002;32.1
                            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.


The
Company 's financial statements for the year ended December 31, 2008 and 2007,
including the notes thereto, together with the report of independent certified
public accountants thereon, are presented beginning at page
F-1.





27





SIGNATURES





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





Alpine
      Alpha 3, Ltd.Date:
      March 31, 2009
                By:
                /s/ James
      HahnJames
      HahnChief
      Executive Officer and President
      (principal executive officer) &Chief
      Financial Officer (principalfinancial
      officer and principal accountingofficer)








Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, this
Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates
indicated.





Date: March
      31, 2009
                    By:
                    /s/ James
      HahnJames
      HahnSole
      Director





28


ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 
 
 CONTENTS
 
 PAGE
                1
                REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 PAGE
                2
                BALANCE
      SHEETS AS OF DECEMBER 31, 2008 AND 2007PAGE
                3
                STATEMENTS
      OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008 AND FOR THE PERIOD FROM
      OCTOBER 29, 2007 (INCEPTION) TO DECEMBER 31, 2007 AND FOR THE PERIOD FROM
      OCTOBER 29, 2007 (INCEPTION) TO DECEMBER 31, 2008PAGE
                4
                STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM OCTOBER 29,
      2007 (INCEPTION) TO DECEMBER 31, 2008PAGE
                5
                STATEMENTS
      OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2008 AND FOR THE PERIOD FROM
      OCTOBER 29, 2007 (INCEPTION) TO DECEMBER 31, 2007 AND FOR THE PERIOD FROM
      OCTOBER 29, 2007 (INCEPTION) TO DECEMBER 31, 2008PAGES
                6 -
      12
                NOTES
      TO FINANCIAL STATEMENTS
 
 
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board of Directors of:
 Alpine
Alpha 3, Ltd.
 (A
Development Stage Company)
 
 We have
audited the accompanying balance sheets of Alpine Alpha 3, Ltd. (a development
stage company) as of December 31, 2008 and 2007, and the related statements of
operations, changes in stockholders’ deficiency and cash flows for the year
ended December 31, 2008 and the period from October 29, 2007 (Inception) to
December 31, 2007 and the period from October 29, 2007 (Inception) to December
31, 2008. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Alpine Alpha 3, Ltd. (a development
stage company) as of December 31, 2008 and 2007, and the related statements of
operations, changes in stockholders’ deficiency and cash flows for the year
ended December 31, 2008 and the period from October 29, 2007 (Inception) to
December 31, 2007 and the period October 29, 2007 (Inception) to December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 6 to the financial
statements, the Company is in the development stage with a net loss of $81,456,
used cash in operations of $17,640 during the period from October 29, 2007
(Inception) to December 31, 2008 and a working capital deficiency of $40,923 at
December 31, 2008. These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans concerning
these matters are also described in Note 6. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
 
 Boynton
Beach, Florida
 March 11,
2009




F-1




Alpine
      Alpha 3, LTD(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31, 2008
                                                                            
                                                                            
                                                                            December
      31, 2007Current
      AssetsCash
                                                                            
                                                                            $
                                                                            77
                                                                            
                                                                            
                                                                            $
                                                                            -Total
      Assets
                                                                            
                                                                            $
                                                                            77
                                                                            
                                                                            
                                                                            $
                                                                            -LIABILITIES AND STOCKHOLDERS'
      DEFICIENCYCurrent
      LiabilitiesAccounts
      Payable
                                                                            
                                                                            $
                                                                            1,000
                                                                            
                                                                            
                                                                            $
                                                                            -Accounts
      Payable - Related Party
                                                                            
                                                                            
                                                                            40,000
                                                                            
                                                                            
                                                                            
                                                                            -Accrued
      Expenses
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            520Total
      Current Liabilities
                                                                            
                                                                            
                                                                            41,000
                                                                            
                                                                            
                                                                            
                                                                            520Long
      Term LiabilitiesNotes
      Payable - Related Party
                                                                            
                                                                            
                                                                            4,300
                                                                            
                                                                            
                                                                            
                                                                            -Total
      Liabilities
                                                                            
                                                                            
                                                                            45,300
                                                                            
                                                                            
                                                                            
                                                                            520Commitments
      and Contingencies
                                                                            
                                                                            
                                                                            -Stockholders'  DeficiencyPreferred
      stock, $0.001 par value; 1,000,000 shares authorized,none
      issued  and outstanding
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -Common
      stock, $0.001 par value; 50,000,000 shares authorized, 741,133 and
      5,000issued
      and outstanding, respectively
                                                                            
                                                                            
                                                                            741
                                                                            
                                                                            
                                                                            
                                                                            5Additional
      paid-in capital
                                                                            
                                                                            
                                                                            35,492
                                                                            
                                                                            
                                                                            
                                                                            3,798Deficit
      accumulated during the development stage
                                                                            
                                                                            
                                                                            (81,456
                                                                            )
                                                                            
                                                                            
                                                                            (4,323
                                                                            )Total
      Stockholders' Deficiency
                                                                            
                                                                            
                                                                            (45,223
                                                                            )
                                                                            
                                                                            
                                                                            (520
                                                                            )Total
      Liabilities and Stockholders' Deficiency
                                                                            
                                                                            $
                                                                            77
                                                                            
                                                                            
                                                                            $
                                                                            -






See
accompanying notes to audited financial statements




F-2




Alpine
      Alpha 3, LTD(A
      Development Stage Company)Statements
      of
Operations
  For the Year Ended

                                              December 31, 2008
                                          
                                          
                                          For the Period from October 29, 2007 (inception) to December 31,
      2007
                                          
                                          
                                          For the Period from October 29, 2007(inception) to December 31,
      2008Operating
      ExpensesProfessional
      fees
                                          
                                          $
                                          15,873
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          15,873General
      and administrative
                                          
                                          
                                          59,852
                                          
                                          
                                          
                                          3,803
                                          
                                          
                                          $
                                          63,655Total
      Operating Expenses
                                          
                                          
                                          75,725
                                          
                                          
                                          
                                          3,803
                                          
                                          
                                          
                                          79,528Loss
      from Operations
                                          
                                          
                                          (75,725
                                          )
                                          
                                          
                                          (3,803
                                          )
                                          
                                          
                                          (79,528
                                          )Other
      ExpensesInterest
      Expense
                                          
                                          
                                          (613
                                          )
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (613
                                          )LOSS
      FROM OPERATIONS BEFORE INCOME TAXES
                                          
                                          
                                          (76,338
                                          )
                                          
                                          
                                          (3,803
                                          )
                                          
                                          
                                          (80,141
                                          )Provision
      for Income Taxes
                                          
                                          
                                          (795
                                          )
                                          
                                          
                                          (520
                                          )
                                          
                                          
                                          (1,315
                                          )NET
      LOSS
                                          
                                          $
                                          (77,133
                                          )
                                          
                                          $
                                          (4,323
                                          )
                                          
                                          $
                                          (81,456
                                          )Net
      Loss Per Share  - Basic and Diluted
                                          
                                          $
                                          (0.31
                                          )
                                          
                                          $
                                          (0.91
                                          )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                                          
                                          
                                          250,255
                                          
                                          
                                          
                                          4,762









See
accompanying notes to audited financial statements




F-3


Alpine
      Alpha 3, LTD(A
      Development Stage Company)Statement
      of Stockholders' DeficiencyFor
      the period from October 29, 2007 (Inception) to December 31,
      2008
  DeficitPreferred
      stock
                              
                              
                              Common
      stock
                              
                              
                              Additional
                              
                              
                              accumulated
      during
                              
                              
                              Totalpaid-in
                              
                              
                              development
                              
                              
                              Stockholder'sShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              capital
                              
                              
                              stage
                              
                              
                              DeficiencyBalance
      October 29, 2007
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Common
      stock issued for services tofounder
      ($0.001)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,000
                              
                              
                              
                              5
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5In
      kind contribution of services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,600
                              
                              
                              
                              -
                              
                              
                              
                              3,600In
      kind contribution of expenses
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              198
                              
                              
                              
                              -
                              
                              
                              
                              198Net
      loss for the period October 29, 2007 (inception) to December 31,
      2007
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (4,323
                              )
                              
                              
                              (4,323
                              )Balance,
      for the year ended December 31, 2007
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              5,000
                              
                              
                              
                              5
                              
                              
                              
                              3,798
                              
                              
                              
                              (4,323
                              )
                              
                              
                              (520
                              )Common
      stock issued for cash
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              336,133
                              
                              
                              
                              336
                              
                              
                              
                              11,081
                              
                              
                              
                              -
                              
                              
                              
                              11,417Common
      stock issued for cash ($0.01)
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              400,000
                              
                              
                              
                              400
                              
                              
                              
                              1,600
                              
                              
                              
                              -
                              
                              
                              
                              2,000In
      kind contribution of services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              18,400
                              
                              
                              
                              -
                              
                              
                              
                              18,400In
      kind contribution of interest
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              613
                              
                              
                              
                              -
                              
                              
                              
                              613Net
      loss for the year ended December 31, 2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (77,133
                              )
                              
                              
                              (77,133
                              )Balance,
      December 31, 2008
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              741,133
                              
                              
                              $
                              741
                              
                              
                              $
                              35,492
                              
                              
                              $
                              (81,456
                              )
                              
                              $
                              (45,223
                              )






See
accompanying notes to audited financial statements




F-4




Alpine
      Alpha 3, LTD(A
      Development Stage Company)Statements
      of Cash Flows  For the Year Ended

                                                                          December 31, 2008
                                                                      
                                                                      
                                                                      For the Period from October 29, 2007  (Inception) to December 31,
      2007
                                                                      
                                                                      
                                                                      For the Period from October 29, 2007 (Inception) to December 31,
      2008Cash
      Flows From Operating Activities:Net
      Loss
                                                                      
                                                                      $
                                                                      (77,133
                                                                      )
                                                                      
                                                                      $
                                                                      (4,323
                                                                      )
                                                                      
                                                                      $
                                                                      (81,456
                                                                      )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution of services
                                                                      
                                                                      
                                                                      18,400
                                                                      
                                                                      
                                                                      
                                                                      3,605
                                                                      
                                                                      
                                                                      
                                                                      22,005In-kind
      contribution of interest
                                                                      
                                                                      
                                                                      613
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      613In-kind
      contribution of expenses
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      198
                                                                      
                                                                      
                                                                      
                                                                      198Changes
      in operating assets and liabilities:Increase
      in accounts payable and accrued expenses
                                                                      
                                                                      
                                                                      40,480
                                                                      
                                                                      
                                                                      
                                                                      520
                                                                      
                                                                      
                                                                      
                                                                      41,000Net
      Cash Used In Operating Activities
                                                                      
                                                                      
                                                                      (17,640
                                                                      )
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (17,640
                                                                      )Cash
      Flows From Financing Activities:Proceeds
      from notes payable - Related Party
                                                                      
                                                                      
                                                                      14,300
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      14,300Repayments
      of notes payable- Related Party
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      (10,000
                                                                      )Proceeds
      from issuance of common stock
                                                                      
                                                                      
                                                                      13,417
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      13,417Net
      Cash Provided by Financing Activities
                                                                      
                                                                      
                                                                      17,717
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      17,717Net
      Increase in Cash
                                                                      
                                                                      
                                                                      77
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      77Cash
      at Beginning of Period
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -Cash
      at End of Period
                                                                      
                                                                      $
                                                                      77
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      77Supplemental disclosure of cash flow
      information:Cash
      paid for interest
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -Cash
      paid for taxes
                                                                      
                                                                      $
                                                                      1,315
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      $
                                                                      1,315






See
accompanying notes to audited financial statements




F-5


ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF December 31, 2008 and
2007





NOTE
      1
              SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES AND
ORGANIZATION




(A)
Organization





Alpine
Alpha 3, LTD (a development stage company) (the "Company") was incorporated
under the laws of the State of Delaware on October 29, 2007.  The
Company was organized to provide business services and financing to emerging
growth entities.





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





(B) Use of
Estimates





In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates.





(C) Cash and Cash
Equivalents





The
Company considers all highly liquid temporary cash investments with an original
maturity of three months or less to be cash equivalents.  At December
31, 2008 and 2007, the Company had no cash equivalents.





(D) Loss Per
Share





Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by Financial Accounting Standards No. 128,
“Earnings Per Share.”  As of December 31, 2008 and 2007, there were no
common share equivalents outstanding.





(E) Income
Taxes





The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting
for Income Taxes” (“SFAS 109”).  Under SFAS 109, 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
SFAS 109, 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.





As of
December 31, 2008 and 2007, the Company has a net operating loss carryforward
of    approximately $58,838 and $718, respectively,
available to offset future taxable income through 2028 and 2027. The valuation
allowance at December 31, 2008 was $22,529.  The valuation allowance
at December 31, 2007 was $275. The net change in the valuation allowance for the
year ended December 31, 2008 and 2007 was an increase of $22,254 and $275,
respectively.





F-6
 
 ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF December 31, 2008 and
2007


(F) Business
Segments





The
Company operates in one segment and therefore segment information is not
presented.





(G) Revenue
Recognition





The
Company will recognize revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”.  In all
cases, revenue will be  recognized only when the price is fixed and
determinable, persuasive evidence of an arrangement exists, the service is
performed and collectability of the resulting receivable is reasonably
assured.





(H) Recent Accounting
Pronouncements





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling Deficiency investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. We are currently
evaluating the disclosure implications of this statement.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results of
operations or cash flows.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.





(I)Fair Value of Financial
Instruments





The
carrying amounts reported in the balance sheet for accounts payable, accrued
expenses and notes payable approximate fair value based on the short-term
maturity of these instruments.





F-7
 
  ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF December 31, 2008 and
2007





NOTE
      2
              NOTES PAYABLE –
      RELATED PARTY





On May
23, 2008, the Company’s president loaned the Company $2,300.
 This loan is unsecured, non-interest bearing, and due on May 23,
2011 (See Note 5).





On May 8,
2008, on behalf of the Company, majority shareholder paid expenses aggregating
$2,000.  This loan is unsecured, non-interest bearing, and due on
May 8, 2011 (See Note 5).





On
February 11, 2008, the Company’s president loaned the Company $5,000.
 This loan is unsecured, non-interest bearing, and due on
February 11, 2011. The loan was repaid on October 28, 2008 (See Note
5).





On
January 11, 2008, the Company’s president advanced the Company $5,000. The
advance was converted to a note payable on August 26, 2008. This note payable is
unsecured, non-interest bearing, and due on August 26, 2011 .The loan was repaid
on October 28, 2008 (See Note 5).





For the
year ended December 31, 2008, the Company recorded $613 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Notes 3(B)
and 5).







NOTE3
              STOCKHOLDERS’
      DEFICIENCY





(A) Stock Issued for
Cash





During
October 2008, the Company entered into stock purchase agreements to issue a
combined 135,771 shares of common stock for cash to various related parties of
totaling $136 ($0.001/ share).





During
October 2008, the Company entered into stock purchase agreements to issue a
combined 123,730 shares of common stock for cash to various parties of totaling
$3,712 ($0.03/ share).





During
October 2008, the Company entered into a stock purchase agreement to issue
20,760 shares of common stock for cash of $2,076 ($0.10/ share).





During
October 2008, the Company entered into a stock purchase agreement to issue
24,912 shares of common stock for cash of $4,982 ($0.20/ share).





During
October 2008, the Company entered into a stock purchase agreement to issue
20,760 shares of common stock for cash of $311 ($0.015/ share).





On
January 7, 2008, the Company entered into two stock purchase agreements to issue
a total of 200 shares of common stock for cash to two individuals for a total of
$100 ($0.50/share).





On
January 7, 2008, the Company entered into a stock purchase agreement to issue
10,000 shares of common stock for cash of $100 ($0.01/share).









(B) In-Kind
Contribution





For the
year ended December 31, 2008, a shareholder of the Company contributed services
having a fair value of $18,400. (See Note 5).





For the
year ended December 31, 2008, the Company recorded $613 of imputed interest
related to shareholder notes payable as an in-kind contribution (See Note
5).





As of
December 31, 2007 a shareholder of the Company contributed services having a
fair value of $3,600 (See Note 5).





As of
December 31, 2007 a shareholder of the Company paid $198 of the Company’s
expenses. The transaction was treated as an in kind contribution of expenses and
charged to additional paid in capital (See Note 5).





(C) Stock Issued for
Services





On
November 1, 2007, the Company issued 5,000 shares of common stock to its founder
having a fair value of $5 ($0.001/share) in exchange for services provided (See
Note 5).





F-8
 
  ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF December 31, 2008 and
2007








NOTE
      4
            COMMITMENTS





On
September 1, 2008, the Company entered into a consulting agreement with a
related party. The Company is required to pay $10,000 a month. The agreement
will remain in effect unless either party desires to cancel the agreement. 
As of December 31, 2008, $40,000 was owed to the related party
consultant. (See Note 5).





NOTE
      5
            RELATED PARTY
      TRANSACTIONS








On
September 1, 2008, the Company entered into a consulting agreement with a
related party. The Company is required to pay $10,000 a month. The agreement
will remain in effect unless either party desires to cancel the agreement (See
Note 4).





On May
23, 2008 the Company’s president loaned the Company $2,300.
 This note payable is unsecured, non-interest bearing, and due on
May 23, 2011 (See Note 2).





On May 8,
2008 on behalf of the Company, majority shareholder paid expenses aggregating
$2,000.  This note payable is unsecured, non-interest bearing,
and due on May 8, 2011 (See Note 2).





On
February 11, 2008 the Company’s president loaned the Company $5,000.
 This note payable is unsecured, non-interest bearing, and due on
February 11, 2011. The loan was repaid on October 28, 2008 (See Note
2).





On
January 11, 2008, the Company’s president advanced the Company $5,000. The
advance was converted to a note payable on August 26, 2008. This note payable is
unsecured, non-interest bearing, and due on August 26, 2011 .The loan was repaid
on October 28, 2008 (See Note 2).





For the
year ended December 31, 2008, a shareholder of the Company contributed services
having a fair value of $18,400. (See Note 3(B)).





For the
year ended December 31, 2008, the Company recorded $613 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Note
3(B)).





As of
December 31, 2007 the shareholder of the Company contributed services having a
fair value of $3,600 (See Note 3(B)).





As of
December 31, 2007, the shareholder of the Company paid $198 of the Company’s
expenses. The transaction was treated as an in kind contribution of expenses and
charged to additional paid in capital (See Note 3(B)).





On
November 1, 2007, the Company issued 5,000 shares of common stock to its founder
having a fair value of $5 ($0.001/share) in exchange for services provided (See
Note 3(C).





F-9
 
  ALPINE
ALPHA 3, LTD
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF December 31, 2008 and
2007





NOTE
      6
            GOING
      CONCERN





As
reflected in the accompanying financial statements, the Company is in the
development stage with limited operations.  The Company has a net loss
since inception of $81,456, used cash in operation of $17,640 during the period
from October 29, 2007 (inception) to December 31 and working capital deficiency
of $40,923 at December 31, 2008. This raises substantial doubt about its ability
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company’s ability to raise
additional capital and 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 funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.





NOTE
      7
            SUBSEQUENT
      EVENTS





On
February 6, 2009, the Company received $950 from Alpine Alpha 1, LTD credit card
to assist in paying off expenses.  This is a related party
transaction.





On
February 25, 2009, the Company’s president loaned the Company $1,025.
 This note payable is unsecured, non-interest bearing, and due on
February 25, 2012.





On
February 25, 2009, the Company loaned $1,025, the amount received above by the
President, to the Alpine Alpha 1, LTD.





On
February 25, 2009, the Company’s president loaned the Company $83.
 This note payable is unsecured, non-interest bearing, and due on
February 25, 2012.





On March
12, 2009, the Company entered into stock purchase agreement to issue 20,345
shares of common stock for cash of $5,086 ($.25/share).