UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarter ended:June 30, 2012



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:000-51388



CONO ITALIANO, INC.

(Exact name of registrant as specified in
its charter)



|Nevada                          |  | 84-1665042             
|------------------------------- |  | -----------------------
|(State or other jurisdiction of |  | (IRS Employer I.D. No.)
|incorporation)                  |  |                        



10 Main Street

Keyport, NJ 07735

(Address of principal executive offices
and Zip Code)



(877) 330-2666

(Registrant’s telephone number, including
area code)



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 past 12
months, and (2) has been subject to such filing requirements for the past 90 days. Yes x
No  ̈



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files. Yes x
No  ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or 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   |  ̈ |  | Smaller reporting company | x



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

Yes  ̈  No x



As of August 14, 2012, there were
102,833,087 shares outstanding of the registrant’s common stock.













TABLE OF CONTENTS



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





2







PART I – FINANCIAL INFORMATION



Item 1. Financial Statements.





|TABLE
        OF CONTENTS                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           
|Condensed Consolidated Balance Sheets at June 30, 2012 and December 31, 2011 (Unaudited)                                                                                                   
|                                                                                                                                                                                           
|Condensed Consolidated Statements of Changes in Stockholders’
Deficit for the 
Period from Date of Inception (March 2, 2006) Through June 30, 2012 (Unaudited)                             
|                                                                                                                                                                                           
|Condensed Consolidated Statements of Operations for
the Three and Six Months Ended 
June 30, 2012 and 2011 and the Period from Inception (March 2, 2006) 
Through June 30, 2012 (Unaudited)
|                                                                                                                                                                                           
|Condensed Consolidated Statements of Cash Flows for
the Six Months Ended
June 30, 2012 and 2011 and the Period from Inception (March 2, 2006)
Through June 30, 2012 (Unaudited)            
|                                                                                                                                                                                           
|Notes to Consolidated Financial Statements                                                                                                                                                 







3







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey



|CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|-------------------------------------------------



|                                                                                                                  |  | June 30, |            |   | December 31, |  
|----------------------------------------------------------------------------------------------------------------- |  | -------- | ---------- | - | ------------ | -
|                                                                                                                  |  | 2012     |            |   | 2011         |  
|                                                                                                                  |  |          |            |   |              |  
|ASSETS                                                                                                            |  |          |            |   |              |  
|Cash and Cash Equivalents                                                                                         |  | $        | 156,810    |   |              | $
|Accounts Receivable                                                                                               |  |          | 42,556     |   |              |  
|Due from Related Party                                                                                            |  |          | 36,937     |   |              |  
|Prepaid Expenses                                                                                                  |  |          | 21,000     |   |              |  
|Deferred Equity Financing Costs                                                                                   |  |          | 52,500     |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Total Current Assets                                                                                              |  |          | 309,803    |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Property and Equipment - Net of Accumulated Depreciation                                                          |  |          | 200,379    |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Deferred Note Payable Issuance Costs - Net of Accumulated Amortization                                            |  |          | 26,083     |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Total Assets                                                                                                      |  | $        | 536,265    |   |              | $
|                                                                                                                  |  |          |            |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                             |  |          |            |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Liabilities                                                                                                       |  |          |            |   |              |  
|Bank Overdraft                                                                                                    |  | $        | —          |   |              | $
|Accounts Payable                                                                                                  |  |          | 180,057    |   |              |  
|Accrued Expenses                                                                                                  |  |          | 70,874     |   |              |  
|Accrued Legal Expense                                                                                             |  |          | 196,826    |   |              |  
|Accrued Interest - Officer                                                                                        |  |          | 56,825     |   |              |  
|Accrued Compensation - Officers                                                                                   |  |          | 112,500    |   |              |  
|Notes Payable                                                                                                     |  |          | 84,813     |   |              |  
|Convertible Note Payable, Net                                                                                     |  |          | 241,228    |   |              |  
|Due to Officer                                                                                                    |  |          | 770,317    |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Total Liabilities                                                                                                 |  |          | 1,713,440  |   |              |  
|                                                                                                                  |  |          |            |   |              |  
|Stockholders' Deficit                                                                                             |  |          |            |   |              |  
|Common Stock - $.001 Par; 150,000,000 Shares Authorized, 102,833,087 and 99,234,988 Shares Issued and Outstanding |  |          | 102,833    |   |              |  
|Common Stock Subscribed                                                                                           |  |          | 526        |   |              |  
|Additional Paid-In-Capital                                                                                        |  |          | 1,304,999  |   |              |  
|Deficit Accumulated During Development Stage                                                                      |  |          | (2,585,533 | ) |              |  
|                                                                                                                  |  |          |            |   |              |  
|Total Stockholders' Deficit                                                                                       |  |          | (1,177,175 | ) |              |  
|                                                                                                                  |  |          |            |   |              |  
|Total Liabilities and Stockholders' Deficit                                                                       |  | $        | 536,265    |   |              | $



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



4







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey



|CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN DEFICIT FOR THE PERIOD FROM DATE OF INCEPTION (MARCH 2, 2006) THROUGH JUNE 30, 2012 (UNAUDITED)
|-----------------------------------------------------------------------------------------------------------------------------------------------



|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  | Deficit           |   |           |         | 
|-------------------------------------------------------------------- |  | ------------ | ----------- | - | ------ | - | ------- | ------------- |  | - | ---------- |  |  | ----------- | - |  | ----------------- | - | --------- | ------- | 
|                                                                     |  | Common Stock |             |   | Common |   |         | Stock         |  |   | Additional |  |  | Accumulated |   |  | Total             |  
|                                                                     |  | $ .001 Par   |             |   | Stock  |   |         | Subscriptions |  |   | Paid-In    |  |  | During      |   |  | Stockholders'     |  
|                                                                     |  | Shares       |             |   | Amount |   |         | Subscribed    |  |   | Receivable |  |  | Capital     |   |  | Development Stage |   |           | Deficit | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - March 2, 2006                                              |  |              | —           |   |        | $ | —       |               |  | $ | —          |  |  | $           | — |  |                   | $ | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Contribution of License Rights and Equipment |  |              | 6,000,000   |   |        |   | 6,000   |               |  |   | —          |  |  |             | — |  |                   |   | 159,000   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2006                                          |  |              | 6,000,000   |   |        |   | 6,000   |               |  |   | —          |  |  |             | — |  |                   |   | 159,000   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2007                                          |  |              | 6,000,000   |   |        |   | 6,000   |               |  |   | —          |  |  |             | — |  |                   |   | 159,000   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Additional Paid-In-Capital - Deemed Distribution                     |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | (312,000  | )       | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued to Prior Owners                                  |  |              | 3,000,000   |   |        |   | 3,000   |               |  |   | —          |  |  |             | — |  |                   |   | 54,000    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Services                         |  |              | 44,250,000  |   |        |   | 44,250  |               |  |   | —          |  |  |             | — |  |                   |   | 434,494   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2008                                          |  |              | 53,250,000  |   |        |   | 53,250  |               |  |   | —          |  |  |             | — |  |                   |   | 335,494   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Services                         |  |              | 7,616,428   |   |        |   | 7,616   |               |  |   | —          |  |  |             | — |  |                   |   | 178,777   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Cash                                         |  |              | 262,000     |   |        |   | 262     |               |  |   | —          |  |  |             | — |  |                   |   | 64,608    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Related Party Expense                        |  |              | 500,000     |   |        |   | 500     |               |  |   | —          |  |  |             | — |  |                   |   | 69,500    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Acquisition of Shell (1)                                             |  |              | 242,560     |   |        |   | 243     |               |  |   | —          |  |  |             | — |  |                   |   | (272,946  | )       | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued to Relieve Accounts Payable                      |  |              | 10,000      |   |        |   | 10      |               |  |   | —          |  |  |             | — |  |                   |   | 3,490     |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Note Payable Conversion                      |  |              | 18,000,000  |   |        |   | 18,000  |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2009                                          |  |              | 79,880,988  |   |        |   | 79,881  |               |  |   | —          |  |  |             | — |  |                   |   | 378,923   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Note Payable Conversion                      |  |              | 2,000,000   |   |        |   | 2,000   |               |  |   | —          |  |  |             | — |  |                   |   | 182,547   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Services                         |  |              | 10,000,000  |   |        |   | 10,000  |               |  |   | —          |  |  |             | — |  |                   |   | 83,880    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued - Licensing Agreement                            |  |              | 125,000     |   |        |   | 125     |               |  |   | —          |  |  |             | — |  |                   |   | 75,691    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2010                                          |  |              | 92,005,988  |   |        |   | 92,006  |               |  |   | —          |  |  |             | — |  |                   |   | 721,041   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued to Prior Owners                                  |  |              | 3,184,000   |   |        |   | 3,184   |               |  |   | —          |  |  |             | — |  |                   |   | 90,336    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Services                         |  |              | 3,325,000   |   |        |   | 3,325   |               |  |   | —          |  |  |             | — |  |                   |   | 152,924   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Cancelled                                               |  |              | (3,280,000  | ) |        |   | (3,280  | )             |  |   | —          |  |  |             | — |  |                   |   | (27,836   | )       | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Stock subscription, net of cash proceeds received                    |  |              | 4,000,000   |   |        |   | 4,000   |               |  |   | 526        |  |  |             | — |  |                   |   | 195,474   |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss                                                             |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - December 31, 2011                                          |  |              | 99,234,988  |   |        |   | 99,235  |               |  |   | 526        |  |  |             | — |  |                   |   | 1,131,939 |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued for Cash                                         |  |              | 2,000,000   |   |        |   | 2,000   |               |  |   | —          |  |  |             | — |  |                   |   | 73,000    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Services                         |  |              | 600,000     |   |        |   | 600     |               |  |   | —          |  |  |             | — |  |                   |   | 35,400    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Common Stock Issued in Exchange for Equity Financing                 |  |              | 998,099     |   |        |   | 998     |               |  |   | —          |  |  |             | — |  |                   |   | 51,502    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Discount on Convertible Note Payable                                 |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | 13,158    |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Net Loss for the Period                                              |  |              | —           |   |        |   | —       |               |  |   | —          |  |  |             | — |  |                   |   | —         |         | 
|                                                                     |  |              |             |   |        |   |         |               |  |   |            |  |  |             |   |  |                   |   |           |         | 
|Balance - June 30, 2012                                              |  |              | 102,833,087 |   |        | $ | 102,833 |               |  | $ | 526        |  |  | $           | — |  |                   | $ | 1,304,999 |         | 



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



5







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey



|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
|-----------------------------------------------------------



|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  | Period From       |           
|------------------------------------------ |  | -------------------------- | ----------- | - | ------------------------ | - | ---------- | --------------- |  | - | ----------- | - |  | ----------------- | ----------
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  | Date of Inception |           
|                                           |  | For the Three Months Ended |             |   | For the Six Months Ended |   |            | (March 2, 2006) | 
|                                           |  | June 30,                   |             |   | June 30,                 |   |            | Through         | 
|                                           |  | 2012                       |             |   | 2011                     |   |            | 2012            |  |   | 2011        |   |  | June 30, 2012     |           
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Sales                                      |  | $                          | 61,426      |   |                          | $ | —          |                 |  | $ | 61,426      |   |  | $                 | —         
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Cost of Sales                              |  |                            | 46,478      |   |                          |   | —          |                 |  |   | 46,478      |   |  |                   | —         
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Gross Profit                               |  |                            | 14,948      |   |                          |   | —          |                 |  |   | 14,948      |   |  |                   | —         
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Expenses                                   |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Selling and Direct                         |  |                            | 36,000      |   |                          |   | 31,038     |                 |  |   | 36,000      |   |  |                   | 31,038    
|Compensation Expense                       |  |                            | 56,250      |   |                          |   | —          |                 |  |   | 112,500     |   |  |                   | —         
|General and Administrative                 |  |                            | 100,972     |   |                          |   | 31,980     |                 |  |   | 159,710     |   |  |                   | 157,236   
|Interest Expense                           |  |                            | 14,737      |   |                          |   | 5,454      |                 |  |   | 21,875      |   |  |                   | 11,085    
|Loss on Impairment of License Right        |  |                            | —           |   |                          |   | —          |                 |  |   | —           |   |  |                   | —         
|Gain on Sale of Assets                     |  |                            | —           |   |                          |   | —          |                 |  |   | —           |   |  |                   | —         
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Total Expenses                             |  |                            | 207,959     |   |                          |   | 68,472     |                 |  |   | 330,085     |   |  |                   | 199,359   
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Net Loss for the Period                    |  | $                          | (193,011    | ) |                          | $ | (68,472    | )               |  | $ | (315,137    | ) |  | $                 | (199,359  
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Loss per Share - Basic and Diluted         |  | $                          | (0.00       | ) |                          | $ | (0.00      | )               |  | $ | (0.00       | ) |  | $                 | (0.00     
|                                           |  |                            |             |   |                          |   |            |                 |  |   |             |   |  |                   |           
|Weighted Average Common Shares Outstanding |  |                            | 102,393,527 |   |                          |   | 93,335,812 |                 |  |   | 101,232,688 |   |  |                   | 81,759,441



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



6







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY LTD.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey



|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|-----------------------------------------------------------



|                                                                                              |  |      |          |   |      |   |          | Period From       | 
|--------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | -------- | ----------------- | 
|                                                                                              |  |      |          |   |      |   |          | Date of Inception | 
|                                                                                              |  |      |          |   |      |   |          | (March 2, 2006)   | 
|                                                                                              |  |      |          |   |      |   |          | Through           | 
|For the Six Months Ended June 30,                                                             |  | 2012 |          |   | 2011 |   |          | June 30, 2012     | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash Flows from Operating Activities                                                          |  |      |          |   |      |   |          |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Net Loss for the Period                                                                       |  | $    | (315,137 | ) |      | $ | (199,359 | )                 | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Adjustments to Reconcile Net Loss for the Period to Net Cash Flows from Operating Activities: |  |      |          |   |      |   |          |                   | 
|Amortization of Deferred Note Payable Issuance Costs                                          |  |      | 13,042   |   |      |   | —        |                   | 
|Amortization of Debt Discount                                                                 |  |      | 4,386    |   |      |   | —        |                   | 
|Depreciation                                                                                  |  |      | 27,717   |   |      |   | 2,587    |                   | 
|Common Stock Issued in Exchange for Services                                                  |  |      | 36,000   |   |      |   | 131,286  |                   | 
|Expense to Prior Owners                                                                       |  |      | —        |   |      |   | —        |                   | 
|Gain on Sale of Assets                                                                        |  |      | —        |   |      |   | —        |                   | 
|Loss on Impairment of License Right                                                           |  |      | —        |   |      |   | —        |                   | 
|Common Stock Issued in Lieu of Rent Expense                                                   |  |      | —        |   |      |   | 18,000   |                   | 
|Changes in Assets and Liabilities:                                                            |  |      |          |   |      |   |          |                   | 
|Accounts Receivable                                                                           |  |      | (42,556  | ) |      |   | —        |                   | 
|Prepaid Expenses                                                                              |  |      | —        |   |      |   | (3,578   | )                 | 
|Accounts Payable                                                                              |  |      | 44,549   |   |      |   | —        |                   | 
|Accrued Expenses                                                                              |  |      | 6,160    |   |      |   | (8,884   | )                 | 
|Accrued Compensation - Officers                                                               |  |      | 112,500  |   |      |   | —        |                   | 
|Accrued Legal Expense                                                                         |  |      | 9,301    |   |      |   | (19,022  | )                 | 
|Accrued Interest                                                                              |  |      | 17,163   |   |      |   | 11,085   |                   | 
|Deferred Revenues                                                                             |  |      | —        |   |      |   | —        |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Net Cash Flows from Operating Activities                                                      |  |      | (86,875  | ) |      |   | (67,885  | )                 | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash Flows from Investing Activities                                                          |  |      |          |   |      |   |          |                   | 
|Proceeds from Sale of Asset                                                                   |  |      | —        |   |      |   | —        |                   | 
|Acquisition of Cash in Reorganization                                                         |  |      | —        |   |      |   | —        |                   | 
|Purchase of Property and Equipment                                                            |  |      | (80,009  | ) |      |   | —        |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Net Cash Flows from Investing Activities                                                      |  |      | (80,009  | ) |      |   | —        |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash Flows from Financing Activities                                                          |  |      |          |   |      |   |          |                   | 
|Bank Overdraft                                                                                |  |      | (3,348   | ) |      |   | —        |                   | 
|Cash Proceeds from Issuance of Debt                                                           |  |      | 27,698   |   |      |   | —        |                   | 
|Repayment of Debt                                                                             |  |      | (6,873   | ) |      |   | —        |                   | 
|Cash Proceeds from Convertible Note Payable                                                   |  |      | 250,000  |   |      |   | —        |                   | 
|Cash Paid for Deferred Equity Financing Costs                                                 |  |      | —        |   |      |   | —        |                   | 
|Cash Paid for Issuance of Deferred Note Payable                                               |  |      | (34,125  | ) |      |   | —        |                   | 
|Cash Proceeds from Sale of Stock                                                              |  |      | 75,000   |   |      |   | —        |                   | 
|Cash Received (Paid to) from Related Party - Net                                              |  |      | (30,000  | ) |      |   | 39,000   |                   | 
|Due to Officer - Net                                                                          |  |      | 45,342   |   |      |   | 29,950   |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Net Cash Flows from Financing Activities                                                      |  |      | 323,694  |   |      |   | 68,950   |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Net Change in Cash and Cash Equivalents                                                       |  |      | 156,810  |   |      |   | 1,065    |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash and Cash Equivalents - Beginning of Period                                               |  |      | —        |   |      |   | 665      |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash and Cash Equivalents - End of Period                                                     |  | $    | 156,810  |   |      | $ | 1,730    |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Supplemental Non-Cash Investing and Financing Activities:                                     |  |      |          |   |      |   |          |                   | 
|Acquisition of Accounts Payable in Reorganization                                             |  | $    | —        |   |      | $ | —        |                   | 
|Acquisition of Notes Payable in Reorganization                                                |  | $    | —        |   |      | $ | —        |                   | 
|Deemed Distribution                                                                           |  | $    | —        |   |      | $ | —        |                   | 
|Expenses Paid by Related Party                                                                |  | $    | 5,000    |   |      | $ | —        |                   | 
|Common Stock Issued (Retired) for Prepaid Expenses                                            |  | $    | —        |   |      | $ | —        |                   | 
|Common Stock Issued to Relieve Accounts Payable                                               |  | $    | —        |   |      | $ | —        |                   | 
|Common Stock Issued for Note Payable Conversion                                               |  | $    | —        |   |      | $ | —        |                   | 
|Common Stock Issued for Related Party Payable                                                 |  | $    | —        |   |      | $ | —        |                   | 
|                                                                                              |  |      |          |   |      |   |          |                   | 
|Cash Paid During the Period for:                                                              |  |      |          |   |      |   |          |                   | 
|Interest                                                                                      |  | $    | —        |   |      | $ | —        |                   | 
|Income Taxes                                                                                  |  | $    | —        |   |      | $ | —        |                   | 



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





7







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

---









Note A - The Company



| |  | Merger and Recapitalization
| |  | ---------------------------



| |  | The Company was incorporated in the State of Nevada on September 9, 2004, as Arch Management Services
Inc. A change of control of the Company occurred on June 5, 2006 and the Company changed its name from “Arch Management Services
Inc.” to “Tiger Ethanol International Inc.” on November 24, 2006. On February 11, 2008 the Company changed its
name to “Tiger Renewable Energy Ltd.” Another change of control of the Company occurred on June 4, 2009. On August
10, 2009 the Company changed its name to “Cono Italiano, Inc.” and its symbol changed to CNOZ.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company was previously party to a joint venture named Xinjiang Yajia Distillate Company Limited
(the “Venture”) to produce ethanol in the People’s Republic of China. The Company’s board of directors
determined that it was in the Company’s best interest to initiate a withdrawal from the ethanol business as of January 31,
2009 and assess alternative businesses.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On June 4, 2009 an Affiliate Stock Purchase Agreement (the “Stock Purchase Agreement”)
was entered into by and between Gallant Energy International Inc. (“Gallant”), the owner of 5,000,000 shares of the
Company’s common stock (prior to the Company’s one for sixty reverse stock split) and Lara Mac Inc. (“Lara Mac”),
an entity controlled by Mitchell Brown (now the Chief Executive Officer of the Company and a member of the Company’s Board
of Directors). Pursuant to the Stock Purchase Agreement, Gallant sold all of its 5,000,000 shares of the Company’s common
stock to Lara Mac. The Gallant transaction with Lara Mac resulted in a change in control of the largest voting block of the Company
effective as of June 4, 2009.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Under the terms of the Stock Purchase Agreement, the Board appointed five individuals to fill vacancies
on the Board. These new directors commenced their service on June 19, 2009. The Board also appointed four new officers of the Company.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On August 10, 2009, the Company conducted a one for sixty reverse stock split. As of that date,
all of the existing outstanding common stock of the Company have been consolidated such that existing stockholders will hold one
share of post-split common stock for every sixty shares owned prior to the reverse split. All fractional shares resulting from
the reverse stock split have been rounded up to the next whole share.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Janex International Inc. was formed on July 6, 2007, in the State of Delaware. On January
8, 2008 Janex International Inc., changed its name to Cono Italiano, Inc (Delaware).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Cono Italiano, LLC (Cono, LLC) was formed on June 27, 2007 as a limited liability company in the
State of New Jersey. Cono, LLC had no operations and its primary assets were the license rights to manufacture, market, and distribute
“pizza cono”, a unique pizza style food product.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





8







CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note A - The Company – continued





| |  | Merger and Recapitalization
| |  | ---------------------------



| |  | In March 2007, the license rights held by the individual founders of Cono, LLC were sold to The
Total Luxury Group (TLG), an unrelated entity. On January 8, 2008 the license rights were transferred to Mitchell Brown for the
total consideration of $312,000. The transfer of Cono, LLC (which includes the license rights) was effected in settlement of an
obligation due to Mitchell Brown by TLG.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                         

| |  | 
| |  | 

| |  | On January 14, 2008, Cono, LLC was sold to Cono, Inc. (Delaware) for the total consideration of
$426,000. In exchange for the 100% interest in Cono, LLC, the sole member of the LLC received 6,000,000 shares of Cono, Inc. (Delaware)
valued at $114,000 and was issued a promissory note for $312,000. Mitchell Brown is also a principal stockholder in Cono, Inc.
(Delaware).
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                   

| |  | 
| |  | 

| |  | The transaction was accounted for as a recapitalization of Cono, Inc. and Cono, LLC; as both companies
were under common control. As such, the assets and liabilities of Cono, LLC were carried over to Cono, Inc. (Delaware) at the historical
carrying values.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | At the time of the sale of Cono, LLC to Cono, Inc. (Delaware), Cono LLC had a tangible net book
value of $114,700. Since the assets and liabilities of Cono, LLC were recorded at their historical carrying amounts after the merger
and recapitalization, the excess of the consideration paid of $426,000 over the carrying value of $114,700 had been recorded as
a distribution to the stockholder.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On November 12, 2009 Cono Inc. (Delaware) entered into a share exchange agreement whereby Cono
Inc. (Delaware) would exchange all of its common stock for the stock of Tiger Renewable Energy, Inc. (TRE) (a shell company) on
a share for share basis. Prior to entering into the share exchange agreement, the principal stockholder of Cono Inc. (Delaware)
became a stockholder of TRE, either through direct ownership or through an entity in which he controlled, effectively gaining control
of TRE, and on August 10, 2009, TRE changed its name to Cono Italiano, Inc., a Nevada corporation. As an inducement for Cono (Delaware)
to enter the share exchange agreement, TRE’s largest shareholder has agreed to the cancellation of 242,557 shares of Cono
(Nevada) stock.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | The
exchange of shares between Cono Italiano, Inc., (Delaware) and Cono Italiano, Inc., (Nevada) was accounted for as a recapitalization
of the Companies, as the majority stockholder of Cono Italiano, Inc. will be the majority stockholder of the surviving company.
Pursuant to the accounting for a recapitalization, the historical carrying value of the assets and liabilities of Cono, Inc. (Nevada)
will carry over to the surviving company.                                                                                                                                                                                                                                                                                                                              

| |  | 
| |  | 



| |  | 
| |  | 

| |  | Effective at the closing of the share exchange transactions, November 12, 2009, Cono (Delaware)
became a wholly owned subsidiary of Cono (Nevada).
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On December 13, 2011 the Board of Directors approved increasing the authorized shares of common
stock from 100,000,000 to 150,000,000.
| |  | --------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 





9









CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note A - The Company – continued



| |  | Scope of Business
| |  | -----------------



| |  | The Company is licensed to distribute an innovative food product - a cone-shaped pizza called "Pizza
Cono." The product will be distributed into fast food market establishments which include typical fast food chains, supermarkets,
convenience stores, entertainment facilities, and sports arenas. The Company’s focus will be the sale and management of licensing
and distribution agreements with customers.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note B - Summary of Significant Accounting Policies



| |  | Basis of Presentation
| |  | ---------------------



| |  | The condensed consolidated financial statements of Cono Italiano, Inc. (the “Company”)
included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared
in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed
consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto
included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The accompanying unaudited interim financial statements reflect all adjustments of a normal and
recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations
and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily
comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information
that is not required for interim financial reporting purposes has been omitted.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Principles of Consolidation
| |  | ---------------------------



| |  | The consolidated financial statements include the accounts of Cono Italiano, Inc. (Nevada) and
its wholly owned subsidiary, Cono Italiano, Inc. (Delaware) (the “Company”). All significant intercompany balances
have been eliminated in consolidation.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Method of Accounting
| |  | --------------------



| |  | The Company maintains its books and prepares its financial statements on the accrual basis of accounting.
| |  | ---------------------------------------------------------------------------------------------------------



| |  | Development Stage
| |  | -----------------





| |  | The
Company has operated as a development stage enterprise since its inception by devoting substantially all of its efforts to financial
planning, raising capital, research and development, and developing markets for its services. The Company prepares its financial
statements in accordance with the requirements of FASB ASC 915, “Development Stage Entities.”
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





10









CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---











Note B - Summary of Significant Accounting Policies – continued



| |  | Accounts Receivable
| |  | -------------------



| |  | The company considers accounts receivable to be fully collectible. Accordingly, no allowance for
doubtful accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Revenue Recognition
| |  | -------------------



| |  | The Company recognizes revenue when title, ownership and risk of loss pass to the customer.  Transfer
of title occurs and risk of ownership generally passes to a customer at the time of shipment or delivery, depending on the terms
of the agreement with a particular customer.  The sale price of the Company’s products is substantially fixed or determinable
at the date of sale based on purchase orders generated by a customer and accepted by the Company.  A customer is obligated
to pay for products sold to it within a specified number of days from the date that title to the products is transferred to the
customer.  The Company’s standard terms are typically net 30 days from the transfer of title to the products to the
customer.  The Company typically expects payment from a customer within 30 to 45 days from the transfer of title to the products
to a customer.  Shipping and handling costs are charged to the customer and are included in revenue.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Income Taxes
| |  | ------------



The
Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” using the asset and liability approach,
which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences
between the carrying amounts and the tax basis of such assets and liabilities.  This method utilizes enacted statutory
tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes
in income tax rates upon enactment.  Deferred tax assets are recognized, net of any valuation allowance, for temporary
differences and net operating loss and tax credit carry forwards.  Deferred income tax expense represents the change
in net deferred assets and liability balances.



| |  | Earnings per Share
| |  | ------------------



| |  | Earnings per share of common stock are computed in accordance with FASB ASC 260, “Earnings
per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average
number of common shares outstanding for each period.  Diluted earnings per share are calculated by adjusting the weighted
average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities,
if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares
outstanding and diluted earnings per share.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In a
loss year, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common
shares is anti-dilutive. At June 30, 2012, there were 4,651,395 shares that could dilute future earnings.



| |  | Use of Estimates
| |  | ----------------



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

| |  | 
| |  | 

| |  | Fair value of Financial Instruments
| |  | -----------------------------------



| |  | Prepaid expenses, accrued expenses, notes payable, and amounts due to and from related parties
are carried in the financial statements at amounts which approximate fair value.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Stock-Based Compensation
| |  | ------------------------



| |  | Stock-based compensation related to non-employees is recognized based on service provided in the
accompanying statements of operations and is based on the fair value of the services received or the fair value of the equity instruments
issued, whichever is more readily determinable.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 





11











CONO ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note B -	  Summary of Significant Accounting Policies – continued



| |  | Stock-Based Compensation
| |  | ------------------------



| |  | The Company’s accounting policy for equity instruments issued to consultants and vendors
in exchange for goods and services follows the provisions of FASB ASC 505, “Equity Based Payments to Non-Employees”.
The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which
a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s
performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized
over the term of the consulting agreement.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We follow the provisions of FASB ASC 718. FASB
ASC 718 requires recognition in the financial statements of the cost of employee services received in exchange for an award of
equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the
vesting period). FASB ASC 718 also requires measurement of the cost of employee services received in exchange for an equity award
based upon the grant-date fair value of the award.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note C - Recently Issued Accounting Standards







| |  | The Company does not expect the adoption of recently issued accounting pronouncements to have a
significant impact on the Company’s results of operations, financial position or cash flow.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note D - Related Party Transactions





| |  | Due from Related Party
| |  | ----------------------



| |  | On July 14, 2008, (the date of Edesia’s inception), the Company entered into an operating
agreement with Edesia Emprise, LLC to manufacture product for the Company. The CEO of the Company owned 50% of Edesia until July
21, 2008 when he transferred his interest to a relative. At the date of the transfer, Edesia had no assets or business operations.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Due from Related Party consists of monies advanced on behalf of Edesia Emprise, LLC.
| |  | ------------------------------------------------------------------------------------



| |  | The Company purchased manufacturing equipment on behalf of Edesia to be used by an unrelated entity
for the production of the pizza cones products. The manufactured pizza cone products will be resold by Cono and its licensees.
Production of the pizza cones under the agreement began in March 2009.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The advances are non-interest bearing and is due upon demand. Due from related party consists of
the following:
| |  | ---------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 



|                    |  |          |        |  |              |  
|------------------- |  | -------- | ------ |  | ------------ | -
|                    |  | June 30, |        |  | December 31, |  
|                    |  |          | 2012   |  |              |  
|                    |  |          |        |  |              |  
|Edesia Emprise, LLC |  | $        | 36,937 |  |              | $



12











CONO
ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey









NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note D -  Related Party Transactions – continued







| |  | On November 11, 2009, Cono Italiano (Delaware) and Edesia Emprise, LLC entered into a Master Manufacturing
Agreement. Pursuant to this Master Manufacturing Agreement, Edesia Emprise, LLC will produce the Company’s Pizza Cono product.
Cono Italiano (Delaware) has agreed to pay Edesia Emprise, LLC the costs of production plus fifteen percent (15%). This Master
Manufacturing Agreement has a five (5) year term and will automatically renew unless cancelled by one of the parties pursuant to
its terms. This Master Manufacturing Agreement is exclusive within the United States. Edesia Emprise, LLC may either produce this
product directly or through a subcontractor.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In November 2009, Edesia Emprise, LLC has entered into a subcontract agreement with Sunrise Bakery,
located in Brooklyn, New York, to produce the cones for the Pizza Cono product on behalf of Edesia Emprise, LLC.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | For the six months ended June 30, 2012, Edesia Emprise was reimbursed expenses paid on behalf of
the Company in the amount of $25,000.
| |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  | Due to Officer
| |  | --------------



| |  | Certain disbursements of the Company have been paid by an officer of the Company. The balance at
June 30, 2012 and 2011 was $770,317 and $724,975, respectively. There are no established repayment terms. For the periods ended
June 30, 2012 and December 31, 2011, the Company has imputed interest at the applicable federal rate of 1.07% and 1.27%, respectively.
Accrued interest was $56,825 and $52,746, at June 30, 2012 and December 31, 2011, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note E -  Accrued Legal Expense



| |  | Accrued legal expense consists of legal services rendered to the Company in the ordinary course
of business including SEC filings and the reverse merger. Accrued legal expense at June 30, 2012 and December 31, 2011 was $196,826
and $187,524, respectively.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Note F -  Notes Payable







The
Company has a note payable to DT Crystal Limited accruing interest at 10% annually which is due upon demand. The note is convertible
at option of the holder into restricted stock of Cono (Nevada). At June 30, 2012 and December 31, 2011 note payable to DT Crystal
was $63,988 and $60,905, respectively. Interest expense for the six months ended June 30, 2012 and 2011 was $3,083 and $2,793,
respectively.



| |  | The Company also has a short term equipment loan with Ilapak Inc. Payments are $3,501 monthly including
interest at 3.0% annually. Loan will mature in December 2012. Interest expense for the six months ended June 30, 2012 and 2011
was $326 and $-0-, respectively.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 





13







CONO
ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey











NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note G -  Going Concern







| |  | The Company’s financial statements have been presented on the basis that it is a going concern,
which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company
has reported recurring losses from operations. As a result, there is an accumulated deficit of $2,585,533 at June 30, 2012.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | . | The Company’s continued existence is dependent upon its ability to raise capital. The financial
statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Note H -  Employment Contracts





| |  | On December 30, 2009 the Company entered into employment agreements with each of the officers serving
the Company. The employment agreements contained the following provisions: (i) two-year terms with automatic renewal provisions
unless notice is given by either party 30 days prior to renewal; (ii) commitment of a substantial portion of their professional
time to the Company, consisting of 75% of their time for Mitchell Brown and 60% of their time for each of Alex Kaminski and Steve
Savage; and (iii) and additional customary employment agreement terms and conditions. The officers have agreed that they will not
receive any compensation for their services to the Company prior to January 1, 2012. At June 30, 2012 accrued compensation was
$112,500. The compensation of the officers has been set as follows:
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | 
| |  | 

|                                                     |  | Annual |        
|---------------------------------------------------- |  | ------ | -------
|Officer                                              |  | Salary |        
|Mitchell Brown, Chief Executive Officer              |  | $      | 125,000
|Alex Kaminski, Chief Financial Officer and Treasurer |  | $      | 50,000 
|Steve Savage, Secretary                              |  | $      | 50,000 



| |  | It has been agreed by the Company, Mr. Smith, a director and Mr. Kaminski that pursuant to separate
stock option agreements, Mr. Smith will be granted options to purchase 2,000,000 shares of the Company’s common stock at
$.01 per share and Mr. Kaminski will be granted options to purchase 1,500,000 shares of the Company’s common stock at $.01
per share. These options will vest in one year and will expire in three years. As of June 30, 2012, the stock agreements have not
been executed, therefore the options have not been granted.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 





14









CONO
ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey











NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note I -  Security Agreement







On February 27, 2012, the Company
entered into a security agreement with TCA Global Credit Master Fund, LP, a Cayman Islands limited partnership related to a $250,000
convertible promissory note issued by the Company in favor of TCA. The Security Agreement grants to TCA a continuing, first priority
security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.



On February 27, 2012, the Company
issued the Convertible Note in favor of TCA. The maturity date of the Convertible Note is February 27, 2013, and the Convertible
Note bears interest at a rate of twelve percent (12%) per annum. Interest will accrue monthly but is due and payable upon maturity
date of note. The Convertible Note is convertible into shares of the Company’s common stock at a price equal to ninety-five
percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) trading
days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part at the Company’s
option without penalty.



The above Convertible Note
contains a beneficial conversion feature recorded as a debt discount in the amount of $13,157 which will be expensed to interest
expense over the term of the note. For the six months ended June 30, 2012, $4,386 was expensed to interest expense resulting in
a remaining debt discount of $8,771 and note value, net of debt discount, of $241,228 at June 30, 2012. Accrued interest for the
six months ended June 30, 2012 was $10,000.



On February 27, 2012, the Company
entered into the Equity Agreement with TCA. Pursuant to the terms of the Equity Agreement, for a period of twenty-four (24) months
commencing on the date of effectiveness of a Registration Statement, TCA shall commit to purchase up to $1,500,000 of the Company’s
common stock, par value $0.001 per share. The purchase price of the Shares under the Equity Agreement is equal to ninety-five percent
(95%) of the lowest daily volume weighted average price of the Company’s common stock during the five (5) consecutive trading
days after the Company delivers to TCA an Advance notice in writing requiring TCA to advance funds to the Company, subject to the
terms of the Equity Agreement.  At June 30, 2012, no shares had been purchased.



As further consideration for
TCA entering into and structuring the Equity Facility, the Company paid to TCA a fee by issuing to TCA that number of shares of
the Company’s common stock that equal a dollar amount of fifty-two thousand and five hundred dollars ($52,500) (the “Facility
Fee Shares”). It is the intention of the Company and TCA that the value of the Facility Fee Shares shall equal $52,500. In
the event the value of the Facility Fee Shares issued to TCA does not equal $52,500 after a nine month evaluation date, the Equity
Agreement provides for an adjustment provision allowing for necessary action (either the issuance of additional shares to TCA or
the return of shares previously issued to TCA to the Company’s treasury) to adjust the number of Facility Fee Shares issued.
As of June 30, 2012, 998,099 shares of common stock have been issued as consideration for the Equity Facility fee and is included
in Deferred Equity Financing Costs which will be netted against proceeds when shares are purchased pursuant to the Equity Agreement.





15











CONO
ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey











NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note J -  Other Matters









| |  | On November 6, 2009, Cono Italiano (Delaware) entered into a Commitment Letter, pursuant to which,
one of the Company’s shareholders, Lara Mac has agreed to provide financing to Cono Italiano, Inc., with such funds as the
Company’s Board of Directors shall deem to be sufficient to maintain the Company’s ordinary course of business operations
(the “Commitment Amount”). We may draw on the Commitment Amount in monthly tranches in accordance with our operating
requirements as set forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds
received by the Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment
Amount will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two
percent per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier
of (a) December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We will give Lara Mac customary representations and warranties regarding the good standing of our
Company and status of progress in respect of our Company business plan prior to each draw on the Commitment Amount, and we will
provide certifications and covenants regarding use of proceeds of each draw, which will be in customary forms reasonably requested
by Lara Mac as determined by reference to similar lenders making similar loans to similar companies. Lara Mac will not be required
to make any loans under the Commitment Amount to us if we are unable to make the representations, warranties, certifications or
covenants, or if we are in breach of any previously given representations, warranties, certifications or covenants. If we breach
any of the notes, the default rate will be 15% per annum and Lara Mac may seek recourse against our company for repayment of all
of the notes. As of June 30, 2012, the agreement was still in effect and no funds have been borrowed.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On August 1, 2010, Cono Italiano (Delaware) entered into a manufacturing agreement with Interstate
Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. The term of the agreement shall
continue in force and effect unless terminated by either party. Cono will lease to Interstate equipment required for the manufacture
of the product for $1 per year. All equipment will remain the property of Cono and upon termination of the agreement be returned
to Cono by Interstate.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In addition to this agreement Cono issued 100,000 shares of common stock to the 2 sole stockholders
of Interstate in exchange for the use of Interstate’s facility for 1 (one) year at an approximate value of $36,000 for the
calendar year 2011, included in prepaid expenses. For the six months ended June 30, 2012 and 2011, $-0- and $18,000 has been
expensed to rent, respectively. This agreement was superseded in September 2011 by another agreement with Interstate Caterers (See
below).
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





16















CONO
ITALIANO, INC.

(FORMERLY KNOWN AS TIGER RENEWABLE ENERGY, INC.)

(A DEVELOPMENT STAGE COMPANY)

(A NEVADA CORPORATION)

Keyport, New Jersey











NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

---







Note J -  Other Matters – continued







| |  | On July 11, 2011 the Company signed a subscription agreement with an individual to purchase 4,525,640
shares of the Company’s common stock in four (4) installments of $50,000 each, totaling $200,000. As of December 31, 2011
all of the four installments had been received totaling $200,000. The Company has issued 4,000,000 shares of the 4,525,640 that
were to be issued. 525,640 shares of common stock are due to the individual for his investment, therefore, common stock subscribed
is $526 at June 30, 2012 and December 31, 2011.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| |  | On September 7, 2011 the Company entered into a manufacturing agreement with Interstate
                                                          Caterers for the purposes of manufacturing, producing and distributing “pizza cono”. As consideration for
                                                          Interstate entering into the agreement, the Company agreed to issue 3,500,000 shares of its restricted common stock upon
                                                          the execution of the agreement. As of June 30, 2012 the stock had not been issued. As consideration for Interstate’s
                                                          services under the agreement, Interstate will receive seventy percent (70%) of the difference between the sales price for the
                                                          product less direct manufacturing costs for such product, regardless of whether the Company or Interstate initiated the sales
                                                          of such product. In addition, the Company will lease to Interstate certain equipment to be used in the manufacture of the
                                                          Cono products for $1.00 per year.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The term of the agreement is for a period of ten years commencing on September 7, 2011, the execution
date of the agreement, and automatically renews for one additional ten-year period unless either the Company or Interstate provides
the other notice of its intention to not renew at least thirty days prior to the end of the Initial Term.  The agreement
may be earlier terminated at any time by the mutual consent of the Company and Interstate.  The Company may unilaterally
terminate the agreement based on, among other things, Interstate’s non-performance in accordance with the Company’s
specifications.  In addition, Interstate indemnifies the Company against third party claims based on alleged product
defects.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





17







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



This quarterly report on Form 10-Q and
other reports filed by Cono Italiano, Inc. (“we,” “us,” “our,” or the “Company”),
from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking
statements and information that are based upon beliefs of, and information currently available to, the Company’s management
as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these
forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words
“anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s
management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended, or planned.



Although the Company believes that the
expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of
activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States,
the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.



Our financial statements are prepared in
accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles
require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon
which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions
are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date
of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial
statements would be affected to the extent there are material differences between these estimates.



Plan of Operation



On September 7, 2011, we entered into a
strategic manufacturing agreement (the “Agreement”) with Interstate Caterers (“Interstate”) and continue
moving forward with the production of our frozen foods and pizza cono. Additionally, we added empanadas to our product line which
we believe will increase our market for sales. We plan to fund the manufacturing process of these products through the use of private
funding investors and resources from Interstate Caterers.



In the first quarter of 2012, we added
a fully automated filling machine to fill our pizza cono with various flavors. During the next 12 months the Company plans to begin
the international distribution of its pizza cono and empanadas in the U.K. (contract with Spuntibreak s.r.l), Canada and the United
States. We plan to distribute our products by using independent sales representatives, food and wholesale distributors and employees.
We anticipate developing our own proprietary microwave packaging and microwave sleeves for our products. Additionally, we plan
to add a Flo Pack package machine to assist in our retail distribution and shipping in the third quarter of 2012.



Results of Operations



For the six months ended June 30,
2012 compared to the six months ended June 30, 2011



Revenues and Profit



In the six month period ended June 30,
2012, Cono Italiano (Delaware) had total revenue of $61,426, compared to total revenue of $-0- for the same period in 2011.  The
increase in total revenue is attributable to the Company beginning to sell products.



The Company’s gross profits for the
six month period ended June 30, 2012, were $14,948, which was an increase from $-0- for the same period in 2011.  The
increase in gross profits is attributable to the Company beginning to sell its products.





18







General and Administrative Expenses



For the six month period ended June 30,
2012, the Company’s selling expenses were $36,000, compensation expenses were $112,500, general and administrative
expenses were $159,710, and interest expenses were $21,875. This was an increase compared to the same period in 2011, in which
selling expenses were $31,038, compensation expenses were $-0-, general and administrative expenses were $157,236, and interest
expenses were $11,085. The increase in compensation is attributable to accrual of officers’ compensation and the increase
in interest is attributable to the acquisition of debt.



Net Loss



The net loss for the six month period ended
June 30, 2012 was $315,137, which was an increase from $199,359 for the same period in 2011. This increase is attributable to the
increase in compensation and interest expenses.



For the three months ended June 30, 2012 compared to the
three months ended June 30, 2011



Revenues and Profit



In the three month period ended June 30,
2012, Cono Italiano (Delaware) had total revenue of $61,426, compared to total revenue of $-0- for the same period in 2011. The
increase in total revenue is attributable to the Company beginning to sell its products.



The Company’s gross profits for the
three month period ended June 30, 2012 was $14,948, which was a increase from $-0- for the same period in 2011. The increase in
gross profits is due to the Company beginning to sell its products.



General and Administrative Expenses



For the three month period ended June 30,
2012, the Company’s selling expenses were $36,000, compensation expenses were $56,250, general and administrative
expenses were $100,972, and interest expenses were $14,737. This was an increase compared to the same period in 2011, in which
selling expenses were $31,038, compensation expenses were $-0-, general and administrative expenses were $31,980,
and interest expenses were $5,454. The increase in compensation is attributable to accrual of officers’ compensation, the
increase in general and administrative is due to depreciation, and legal costs associated with additional SEC filings and the
increase in interest is also attributable to the acquisition of debt.



Net Loss



The net loss for the three month period
ended June 30, 2012 was $193,011, which was an increase from $68,472 for the same period in 2011.  The increase in compensation
is attributable to accrual of officers’ compensation, the increase in general and administrative is due to depreciation,
and legal costs associated with the acquisition of debt and the increase in interest is also attributable to the acquisition of
debt.



Liquidity and Capital Resources



As of June 30, 2012, the Company did not
have and continues to not have sufficient cash on hand to pay present obligations as they become due. In addition, due to current
economic conditions and the Company’s related risks and uncertainties, there is no assurance that we will be able to raise
additional capital on acceptable terms, if at all, to meet our current obligation over the next 12 months. Because of the foregoing,
the Company’s auditors have expressed substantial doubt about our ability to continue as a going concern as of the year ended December 31, 2011.



Net cash used for operating activities
for the six months ended June 30, 2012 and 2011, was $156,810 and $1,065, respectively.





19







As of June 30, 2012, Cono Italiano (Delaware)
had $156,810 in cash and cash equivalents, as compared to $3,348 of a bank overdraft as of December 31, 2011. The main source of
the Company’s cash has been loans from an officer; our Chief Executive Officer, Mitchell Brown, was owed $770,317 as of June
30, 2012, which total loan amount increased from $724,975 at December 31, 2011. Additionally the Company secured a convertible
promissory note in the principal amount of $250,000 as disclosed below.



On November 9, 2009, Cono Italiano (Delaware)
entered into a Commitment Letter, pursuant to which, one of our shareholders, Lara Mac has agreed to provide financing to Cono
Italiano, Inc., with such funds as the Company’s Board of Directors shall deem to be sufficient to maintain the Company’s
ordinary course of business operations (the “Commitment Amount”). Lara Mac is wholly owned by Mitch Brown, our Chief
Executive Officer. We may draw on the Commitment Amount in monthly tranches in accordance with our operating requirements as set
forth in our business plan. The available Commitment Amount will be reduced by the aggregate cash proceeds received by the
Company which are derived from the issuance of any equity securities and Company gross revenues. Draws on the Commitment Amount
will be made on terms of unsecured notes, with interest set on each note as of the date of the draw at prime rate plus two percent
per annum. The notes will mature and become repayable thirty calendar days after demand at any time following the earlier of (a)
December 31, 2010 or (b) the date upon which we are in receipt of revenues or proceeds from the sales of equity securities. We
will give Lara Mac customary representations and warranties regarding the good standing of our Company and status of progress in
respect of our Company business plan prior to each draw on the Commitment Amount, and we will provide certifications and covenants
regarding use of proceeds of each draw, which will be in customary forms reasonably requested by Lara Mac as determined by reference
to similar lenders making similar loans to similar companies. Lara Mac will not be required to make any loans under the Commitment
Amount to us if we are unable to make the representations, warranties, certifications or covenants, or if we are in breach of any
previously given representations, warranties, certifications or covenants. If we breach any of the notes, the default rate will
be 15% per annum and Lara Mac may seek recourse against our company for repayment of all of the notes. As of June 30, 2012, there
had been no borrowings under the Commitment Letter.



On February 27, 2012, the Company issued
a secured convertible promissory note in the principal amount of $250,000 in favor of TCA (as defined herein) (the “Convertible
Note”). The maturity date of the Convertible Note is February 27, 2013, and the Convertible Note bears interest at a rate
of twelve percent (12%) per annum. The Convertible Note is convertible into shares of the Company’s common stock at a price
equal to ninety-five percent (95%) of the lowest daily volume weighted average price of the Company’s common stock during
the five (5) trading days immediately prior to the date of conversion. The Convertible Note may be prepaid in whole or in part
at the Company’s option without penalty.



Further, on February 27, 2012, the Company
entered into a committed equity facility (the “Equity Agreement”) with TCA Global Credit Master Fund, LP, a Cayman
Islands limited partnership (“TCA”). Pursuant to the terms of the Equity Agreement, for a period of twenty-four
(24) months commencing on the date of effectiveness of the a registration statement, TCA has committed to purchase up to $1,500,000
of the Company’s common stock, par value $0.001 per share.



The Company expects the current resources
from the Convertible Note, as well as the resources available from the Equity Agreement once the registration statement is declared
effective, to be sufficient for a period of approximately 24 months, depending upon certain funding conditions contained therein,
unless significant additional financing is received. Management has determined that general expenditures must be reduced and additional
capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital
we will be forced to continue to further accrue liabilities due to our limited cash reserves. There are no assurances that management
will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital,
we may be required to reduce the scope of our planned development, which could harm our business, financial condition and operating
results. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future
obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or
the equity securities may have rights preferences or privileges senior to the common stock. If adequate funds are not available
to us when needed on satisfactory terms, we may be required to cease operating or otherwise modify our business strategy.





20







The following table summarizes total current
assets, liabilities and working capital at June 30, 2012, compared to June 30, 2011.



|                        |  | June 30, 2012 (Unaudited) |            |   | December 31, 2011 |   |            | Increase/ (Decrease) | 
|----------------------- |  | ------------------------- | ---------- | - | ----------------- | - | ---------- | -------------------- | 
|Current Assets          |  | $                         | 309,803    |   |                   | $ | 32,937     |                      | 
|Current Liabilities     |  | $                         | 1,713,440  |   |                   | $ | 1,219,720  |                      | 
|Working Capital Deficit |  | $                         | (1,403,637 | ) |                   | $ | (1,186,783 | )                    | 



As of June 30, 2012, we had a working capital
deficit of $1,403,637, as compared to a working capital deficit of $1,186,783 as of December 31, 2011, an increase of $216,854.
Factors contributing to the increase in this deficit include increased expenses to service customers, trade shows, and equipment purchased to make sales presentations.



Current Liabilities consists of the following:



|                               |  | June 30,  2012 |           |  | December 31,  2011 |  
|------------------------------ |  | -------------- | --------- |  | ------------------ | -
|                               |  |                |          
|Accounts Payable               |  | $              | 180,057   |  |                    | $
|Accrued Compensation, Officers |  |                | 112,500   |  |                    |  
|Bank overdraft                 |  |                | 0         |  |                    |  
|Accrued Expenses               |  |                | 70,874    |  |                    |  
|Accrued Legal Expense          |  |                | 196,826   |  |                    |  
|Accrued Interest, Officers     |  |                | 56,825    |  |                    |  
|Due to Officer                 |  |                | 770,317   |  |                    |  
|Convertible Note Payable, Net  |  |                | 241,228   |  |                    |  
|Notes Payable                  |  |                | 84,813    |  |                    |  
|Total Current Liabilities      |  | $              | 1,713,440 |  |                    | $



Critical Accounting Policies and Estimates



Our consolidated financial statements are
prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of the financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses,
and related disclosures. Though we evaluate our estimates and assumptions on an ongoing basis, our actual results may differ from
these estimates.



Accounts Receivable



The Company considers accounts receivable to be fully collectible. Accordingly, no allowance for doubtful
accounts is required. If amounts become uncollectible they will be charged to operations when that determination is made.



Revenue Recognition



The Company recognizes revenue when title, ownership and risk of loss pass to the customer. Transfer of
title occurs and risk of ownership generally passes to a customer at the time of shipment or delivery, depending on the terms of
the agreement with a particular customer. The sale price of the Company’s products is substantially fixed or determinable
at the date of sale based on purchase orders generated by a customer and accepted by the Company. A customer is obligated to pay
for products sold to it within a specified number of days from the date that title to the products is transferred to the customer.
The Company’s standard terms are typically net 30 days from the transfer of title to the products to the customer. The Company
typically expects payment from a customer within 30 to 45 days from the transfer of title to the products to a customer. Shipping
and handling costs are charged to the customer and are included in revenue.



Stock-Based Compensation



Stock-based compensation related to non-employees
is recognized as compensation expense in the accompanying consolidated statements of operations and is based on the fair value
of the services received or the fair value of the equity instruments issued, whichever is more readily determinable. The Company’s
accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions
of FASB ASC 505, “Equity Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments
issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached
or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to
consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.



Recently Issued Accounting Standards



The Company does not expect the adoption
of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial
position or cash flow.







21







Off Balance Sheet Arrangements



The Company does not have any off balance
sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Item 3. Quantitative and Qualitative
Disclosures About Market Risk.



We do not hold any derivative instruments
and do not engage in any hedging activities.







Item 4. Controls and Procedures.



Pursuant to Rule 13a- 15(b) under the Exchange
Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s
Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the
period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure
controls and procedures were not effectiveto ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s
management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.



Changes in Internal Control Over Financial
Reporting



There were no changes in our internal control
over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



PART II – OTHER
INFORMATION



Item 1. Legal Proceedings.



We are currently not involved in any litigation
that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting
our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in
their capacities as such, in which an adverse decision could have a material adverse effect.



Item 1A. Risk Factors.



We believe there are no changes that constitute
material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011,
filed with the SEC on April 16, 2012.





22







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



On April 16, 2012, the Company entered
into a Securities Purchase Agreement with a private investor whereby the private investor was issued 2,000,000 shares of the Company’s
common stock for a purchase price of $75,000.



Item 3. Defaults Upon Senior Securities



There were no defaults upon senior securities
during the quarter ended June 30, 2012.



Item 4. Mine Safety Disclosures.



Not applicable



Item 5. Other Information.



There is no other information required
to be disclosed under this item which was not previously disclosed.



Item 6. Exhibits.



|Exhibit No. |  | Description                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|            |  |                                                                                                                                                
|            |  |                                                                                                                                                
|31.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*                          
|            |  |                                                                                                                                                
|            |  |                                                                                                                                                
|31.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*                          
|            |  |                                                                                                                                                
|            |  |                                                                                                                                                
|32.1        |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|            |  |                                                                                                                                                
|            |  |                                                                                                                                                
|32.2        |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*



*filed herewith





23









SIGNATURES



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



|                       | CONO ITALIANO, INC. |                     
|---------------------- | ------------------- | --------------------
|                       | (Registrant)        |                     
|                       |                     |                     
|Dated: August 14, 2012 |                     |                     
|                       | By:                 | /s/ Mitchell Brown  
|                       |                     | Name:               
|                       |                     | Title:              
|                       |                     |                     
|Dated: August 14, 2012 |                     |                     
|                       | By:                 | /s/ Alex J. Kaminski
|                       |                     | Name:               
|                       |                     | Title:              





24