U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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


For the
quarterly period ended: September 30,
2009





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


For the
transition period from ________ to _________





Commission
file number: 000-53102





FARRALLON, INC.


(Exact
name of registrant as specified in its charter)





Nevada
                    
                    26-1469891(State
      or other jurisdiction of incorporation or organization)
                    
                    (I.R.S.
      Employer Identification
No.)





14908 Oxford Hollow,
Huntersville, NC  28078


(Address
of principal executive offices)





(704)
948-1183


Issuer’s
telephone number








(Former
name, former address and former


fiscal
year, if changed since last report)





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





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





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





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





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. ̈  Yes    ̈  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  At November 20, 2009 there were
1,000,000 shares of common stock outstanding.





PART
I — FINANCIAL INFORMATION





Item
1. Financial Statements.





PageBalance
      Sheet as of September 30, 2009 (unaudited) and December 31, 2008
      (audited)
              
              F-1Statement
      of Operations for the three and nine months Ended September 30, 2009 and
      2008 (unaudited) and cumulative since inception (November 13,
      2007)
              
              F-2Statement
      of Stockholders Deficit (unaudited)
              
              F-3Statement
      of Cash Flows  for the nine months ended September 30, 2009 and
      2008 (unaudited) and cumulative since inception (November 13,
      2007)
              
              F-4Notes
      to Financial Statements (unaudited)
              
              F-5


1


Farrallon,
      Inc.(A
      Development Stage Company)Balance
      Sheet
 
 As
      ofSeptember
      30, 2009
                                            
                                            
                                            December
      31, 2008(unaudited)
                                            
                                            
                                            (audited)ASSETSCURRENT
      ASSETS:Cash
                                            
                                            $
                                            43
                                            
                                            
                                            $
                                            42TOTAL
      CURRENT ASSETS
                                            
                                            
                                            43
                                            
                                            
                                            
                                            42TOTAL
      ASSETS
                                            
                                            $
                                            43
                                            
                                            
                                            $
                                            42LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Note
      Payable to Related Party
                                            
                                            
                                            15,283
                                            
                                            
                                            
                                            13,683Accrued
      Expenses
                                            
                                            
                                            2,568
                                            
                                            
                                            
                                            2,973TOTAL
      CURRENT LIABILITIES
                                            
                                            
                                            17,851
                                            
                                            
                                            
                                            16,656TOTAL
      LIABILITIES
                                            
                                            
                                            17,851
                                            
                                            
                                            
                                            16,656STOCKHOLDERS'
      DEFICITPreferred
      stock ($0.0001 par value; 10,000,000 shares authorized; no sharesissued and outstanding at September 30, 2009 and December 31,
      2008)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock ($0.0001 par value; 100,000,000 shares authorized:1,000,000
      issued and outstanding at September 30, 2009 and December 31,
      2008)
                                            
                                            
                                            100
                                            
                                            
                                            
                                            100Paid
      in Capital
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Accumulated
      Deficit
                                            
                                            
                                            (17,908
                                            )
                                            
                                            
                                            (16,714
                                            )TOTAL
      STOCKHOLDERS' DEFICIT
                                            
                                            
                                            (17,808
                                            )
                                            
                                            
                                            (16,614
                                            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                            
                                            $
                                            43
                                            
                                            
                                            $
                                            42
  F-1
 
 Farrallon,
      Inc.(A
      Development Stage Company)Statement of
      Operations—UnauditedFor
      the three
                                              
                                              
                                              For
      the nine
                                              
                                              
                                              Cumulativemonths
      ended
                                              
                                              
                                              months
      ended
                                              
                                              
                                              TotalsSeptember
      30,
                                              
                                              
                                              September
      30,
                                              
                                              
                                              Since
      Inception2009
                                              
                                              
                                              2008
                                              
                                              
                                              2009
                                              
                                              
                                              2008
                                              
                                              
                                              November 13, 2007REVENUESIncome
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -Total
      Revenues
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -EXPENSESSelling,
      general and administrative
                                              
                                              
                                              33
                                              
                                              
                                              
                                              450
                                              
                                              
                                              
                                              99
                                              
                                              
                                              
                                              1,511
                                              
                                              
                                              
                                              2,440Professional
      Fees
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,200
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              7,700
                                              
                                              
                                              
                                              13,900TOTAL
      EXPENSES
                                              
                                              
                                              33
                                              
                                              
                                              
                                              1,650
                                              
                                              
                                              
                                              99
                                              
                                              
                                              
                                              9,211
                                              
                                              
                                              
                                              16,340Net
      Income/(Loss) from Operations
                                              
                                              
                                              (33
                                              )
                                              
                                              
                                              (1,650
                                              )
                                              
                                              
                                              (99
                                              )
                                              
                                              
                                              (9,211
                                              )
                                              
                                              
                                              (16,340
                                              )OTHER (EXPENSE)/INCOMEInterest
      Expense
                                              
                                              
                                              (274
                                              )
                                              
                                              
                                              (222
                                              )
                                              
                                              
                                              (1,095
                                              )
                                              
                                              
                                              (222
                                              )
                                              
                                              
                                              (1,568
                                              )Net
      Income/(Loss)
                                              
                                              $
                                              (307
                                              )
                                              
                                              $
                                              (1,872
                                              )
                                              
                                              $
                                              (1,194
                                              )
                                              
                                              $
                                              (9,433
                                              )
                                              
                                              $
                                              (17,908
                                              )Net
      income/(loss) per share—basic and fully dilutedNet
      income/(loss) per share
                                              
                                              $
                                              (0.00
                                              )
                                              
                                              $
                                              (0.00
                                              )
                                              
                                              $
                                              (0.00
                                              )
                                              
                                              $
                                              (0.01
                                              )
                                              
                                              $
                                              (0.02
                                              )Weighted
      average shares outstanding—basic and fully diluted
                                              
                                              
                                              1,000,000
                                              
                                              
                                              
                                              1,000,000
                                              
                                              
                                              
                                              1,000,000
                                              
                                              
                                              
                                              1,000,000
                                              
                                              
                                              
                                              1,000,000
  F-2
 
 Farrallon,
      Inc.(A
      Development Stage Company)Statement of Stockholders'
      Deficit—UnauditedAdditionalCommon Stock
                          
                          
                          Preferred stock
                          
                          
                          Paid-in
                          
                          
                          DeficitShares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          AccumulatedBalances,
      December 31, 2007
                          
                          
                          1,000,000.00
                          
                          
                          $
                          100
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          (2,683
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (14,031
                          )Issuance
      of common shares
                          
                          
                          1,000,000
                          
                          
                          
                          100
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Balances,
      December 31, 2008
                          
                          
                          2,000,000
                          
                          
                          $
                          200
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          (16,714
                          )Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,194
                          )Balances,
      September 30, 2009
                          
                          
                          2,000,000
                          
                          
                          $
                          200
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          (17,908
                          )
  F-3
 
 Farrallon,
      Inc.(A
      Development Stage Company)Statement of Cash
      Flows—UnauditedCumulativeTotalsFor
      the nine months ended
                        
                        
                        Since
      InceptionSeptember
      30,2009
                        
                        
                        2008
                        
                        
                        November 13, 2007CASH FLOWS FROM OPERATING
      ACTIVITIES:Net
      loss
                        
                        $
                        (1,194
                        )
                        
                        $
                        (9,433
                        )
                        
                        $
                        (17,908
                        )Adjustments
      to reconcile net (loss) to net cash used in operations:Increase/(decrease)
      in Accrued Expenses
                        
                        
                        (405
                        )
                        
                        
                        (2,278
                        )
                        
                        
                        2,568NET
      CASH PROVIDED BY (USED IN) OPERATING
                          ACTIVITIES
                        
                        
                        (1,599
                        )
                        
                        
                        (11,711
                        )
                        
                        
                        (15,340
                        )CASH FLOWS FROM FINANCING
      ACTIVITIES:Note
      Payable to Related Party
                        
                        
                        1,600
                        
                        
                        
                        11,880
                        
                        
                        
                        15,283Capital
      Stock purchase
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        100NET
      CASH PROVIDED BY (USED IN) FINANCING
                          ACTIVITIES
                        
                        
                        1,600
                        
                        
                        
                        11,880
                        
                        
                        
                        15,383NET
      INCREASE (DECREASE) IN CASH AND CASH
                          EQUIVALENTS
                        
                        
                        1
                        
                        
                        
                        169
                        
                        
                        
                        43CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF THE PERIOD
                        
                        
                        42
                        
                        
                        
                        42
                        
                        
                        
                        -END
      OF THE PERIOD
                        
                        $
                        43
                        
                        
                        $
                        211
                        
                        
                        $
                        43SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:CASH
      PAID DURING THE PERIOD FOR:Interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
  F-4
 
 FARALLON,
INC.
 NOTES
TO THE UNAUDITED FINANCIAL STATEMENTS
 FOR
THE NINE MONTHS ENDED SEPTEMBER 30, 2009
  
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity—Farrallon, Inc. (the "Company”) was organized under the laws of
the State of Nevada on November 13, 2007 as a corporation.  The
Company’s objective is to acquire or merge with a target business or company in
a business combination.
 
 Basis of
Presentation—The financial statements included herein were prepared under
the accrual basis of accounting.
 
 Cash and Cash
Equivalents—For purposes of the Statement of Cash Flows, the Company
considers liquid investments with an original maturity of three months or less
to be cash equivalents.
 
 Management’s Use of
Estimates—The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results
could differ from those estimates.  The financial statements above
reflect all of the costs of doing business.
 
 Revenue
Recognition—The Company’s policy is to recognize income when it is
earned.
 
 Comprehensive Income
(Loss)—The Company adopted Financial Accounting Standards Board Statement
of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
Income”, which establishes standards for the reporting and display of
comprehensive income and its components in the  financial
statements.  There were no items of comprehensive income (loss)
applicable to the Company during the period covered in the financial
statements.
 
 Net Income per Common
Share—Statement of Financial Accounting Standard (SFAS) No. 128 requires
dual presentation of basic and diluted earnings per share (EPS) with a
reconciliation of the numerator and denominator of the EPS
computations.  Basic earnings per share amounts are based on the
weighted average shares of common stock outstanding.  If applicable,
diluted earnings per share would assume the conversion, exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities, unless the effect is to reduce a loss or increase earnings per
share.  Accordingly, this presentation has been adopted for the period
presented.  There were no adjustments required to net income for the
period presented in the computation of diluted earnings per share.
 
 Fair Value of Financial
Instruments—The carrying amounts reported in the balance sheet for cash,
accounts receivable and payable approximate fair value based on the short-term
maturity of these instruments.
 
 Accounts
Receivable—Accounts deemed uncollectible are written off in the year they
become uncollectible.  As of September 30, 2009 the balance in
Accounts Receivable was $0.
  F-5
 
 NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Deferred Taxes—Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS No. 109), “Accounting for Income
Taxes.” A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss-carry
forwards.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for the effect of changes in tax laws and rates on the date of
enactment.
 
 Impairment of Long-Lived
Assets—The Company evaluates the recoverability of its fixed assets and
other assets in accordance with Statement of Financial Accounting Standards No.
144, “Accounting for the
Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
requires recognition of impairment of long-lived assets in the event the net
book value of such assets exceeds its expected cash flows, it is considered to
be impaired and is written down to fair value, which is determined based on
either discounted future cash flows or appraised values. The Company adopted the
statement on inception. No impairments of these types of assets were recognized
during the period ended September 30, 2009.
 
 Recent Accounting
Pronouncements—In March 2008, the FASB issued Statement of Financial
Accounting Standards No. 161, “Disclosures about Derivative Instruments and
Hedging Activities—an amendment of FASB Statement No. 133”.  This
statement requires enhanced disclosures about an entity’s derivative and hedging
activities and thereby improves the transparency of financial
reporting.  This Statement changes the disclosure requirements for
derivative instruments and hedging activities. Entities are required to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  This Statement is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. This
Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this standard is not expected to
have a material effect on the Company’s results of operations or financial
position.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, “The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.” The adoption of this statement is not expected to have a material
effect on the Company’s financial statements.
  F-6
  NOTE A—SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONT.)
 
 Recent Accounting
Pronouncements (Cont.)
 
 In
May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
Guarantee Insurance Contracts — An interpretation of FASB Statement
No. 60.” SFAS No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement No. 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise’s risk-management
activities. SFAS No. 163 requires that disclosures about the
risk-management activities of the insurance enterprise be effective for the
first period beginning after issuance. Except for those disclosures, earlier
application is not permitted. The adoption of this statement is not expected to
have a material effect on the Company’s financial statements.
 
 NOTE B—SUPPLEMENTAL CASH
FLOW INFORMATION
 
 A
supplemental disclosure of cash flow information for the period from inception
through September 30, 2009 is summarized as follows:
 
 Cash paid
during the period ended September 30, 2009 for interest and income
taxes:
 
 Income
      Taxes
                    
                    $
                    —Interest
                    
                    $
                    —
 
 NOTE C—SEGMENT
REPORTING
 
 In June
1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an
Enterprise and Related Information.”  This statement requires
companies to report information about operating segments in interim and annual
financial statements.  It also requires segment disclosures about
products and services, geographic areas and major customers.  The
Company determined that it did not have any separately reportable operating
segments as of September 30, 2009.
  F-7
  NOTE D—GOING
CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis,
which assumes the Company will realize its assets and discharge its liabilities
in the normal course of business.  As reflected in the accompanying
financial statements, the Company has a deficit accumulated during the
development stage of $17,908, used cash from operations of $15,340 since its
inception, and has a negative working capital of $17,808 at September 30,
2009.
 
 The
Company’s ability to continue as a going concern is dependent upon its ability
to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.  The Company’s ability to
continue as a going concern is also dependent on its ability to find a suitable
target company and enter into a possible reverse merger with such
company.  Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances; however there is no assurance of additional funding being
available.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements do not include any adjustments that might arise as a result of this
uncertainty.
 
 NOTE E—CAPITAL
STOCK
 
 The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per
share.
 
 During
the period from inception (November 13, 2007) through September 30, 2009, the
Company issued 1,000,000 to the following:
 
 DYP Enterprises, LLC
                    
                    
                    550,000Garvin Investments, LLC
                    
                    
                    150,000Garvin
      Strategic Capital
                    
                    
                    300,000
 
 The
Company is authorized to issue 10,000,000 preferred shares at $.0001 par value
per share.  During the period from inception (November 13, 2007)
through September 30, 2009, the Company issued no preferred shares.
 
 NOTE F – DEVELOPMENT STAGE
COMPANY
 
 The
Company is in the development stage as of September 30, 2009 and to date has had
no significant operations.  Recovery of the Company’s assets is
dependent on future events, the outcome of which is indeterminable. In addition,
successful completion of the Company’s development program and its transition,
ultimately, to attaining profitable operations is dependent upon obtaining
adequate financing to fulfill its development activities and achieving a level
of sales adequate to support the Company’s cost structure.
 
 NOTE G—SHAREHOLDER
LOAN/RELATED PARTY
 
 DYP
Enterprises, LLC, owned by Bryan Arthur who is the President and a member of the
Board of Directors of the Company, has loaned the Company.  The Note
Payable in is payable on demand with interest accruing at the rate of 8% per
annum.  The balance as of September 30, 2009 is
$15,283.  Interest accrued and not paid as of September 30, 2009 is
$2,568.
  F-8




Item
2. Management’s Discussion and Analysis or Plan of Operation.





Overview.





Farrallon,
Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on
November 13, 2007.  We are a developmental stage company and have not
generated any revenues to date.  We were organized to serve as a
vehicle for a business combination through a capital stock exchange, merger,
reverse acquisition, asset acquisition or other similar business combination (a
“Business Combination”) with an operating or development stage business (the
“Target Business”) which desires to utilize our status as a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  We are currently in the process of identifying and evaluating
targets for a Business Combination.  We are not presently engaged in,
and will not engage in, any substantive commercial business operations unless
and until we consummate a Business Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for prospective Target
Businesses.  Our sole officer and director has never served as an
officer or director of a development stage public company with the business
purpose of acquiring a Target Business.  Accordingly, he may not
successfully identify a Target Business or conclude a Business
Combination.   To the extent we affect a Business Combination
with a financially unstable company or an entity in its early stage of
development or growth, including entities without established records of sales
or earnings, we may be affected by numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies.  If we consummate a Business Combination with a foreign
entity, we will be subject to all of the risks attendant to foreign
operations.  Although our management will endeavor to evaluate the
risks inherent in a particular Target Business, we cannot assure you that we
will properly ascertain or assess all significant risk factors.





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




·
            significantly
      reduce the equity interest of our stockholders;
  and





·
            cause
      a change in and likely result in the resignation or removal of one or more
      of our present officers and
directors.





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


2


Liquidity and Capital
Resources.





At
September 30, 2009, we had a de minimus amount of cash on hand.  We do
not expect that these funds will be sufficient to cover our operating costs and
expenses.  During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Securities Exchange Act and the identification and evaluation
of targets and consummating a Business Combination.  Management
expects to fund additional costs and expenses which may be incurred in
connection with due diligence activities and a Business Combination through
loans or further investment in the Company, as and when necessary.  We
cannot provide investors with any assurance that we will have sufficient capital
resources to identify a suitable Target Business, to conduct effective due
diligence as to any Target Business or to consummate a Business
Combination.  As a result of our negative working capital, our losses
since inception, and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."





Results of
Operations.





Since our inception, we have not
generated any revenues.  We reported a net loss for the period ended
September 30, 2009 and 2008 of $33 and $1,650, respectively.  The
Company has a deficit accumulated during the development stage of $17,908, has
used cash from operations of $15,340 since its inception, and has a negative
working capital of $17,808 at September 30, 2009.   Our quarterly
expenses have consisted mainly of professional fees and interest
expense.





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





Item
3. Quantitative and Qualitative Disclosures About Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of
September 30, 2009, the Company’s management carried out an evaluation, under
the supervision and with the participation of the Company’s Chief Executive
Officer, who is the Company’s principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15 and
15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on
such evaluation, the Company’s Chief Executive Officer has concluded that the
Company's disclosure controls and procedures were effective.




Changes
in Internal Controls





There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended September 30, 2009 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.





PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.





The
Company is not a party to any legal proceeding or litigation.


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Item
1A. Risk Factors.





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





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





(a) During
the three months ended September 30, 2009, the Company did not issue any
securities.





(b) Not
applicable.





(c)
During the three months ended September 30, 2009, neither the issuer nor any
"affiliated purchaser," as defined in Rule 10b-18(a)(13), purchased any shares
or other units of any class of the issuer's equity securities.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. Submission of Matters to a Vote of Security Holders.





None.





Item
5. Other Information.





None.





Item
6. Exhibits.





Index to
Exhibits




Exhibit
              
              Description31.1
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with
      respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
      ended September 30, 2009.32.1*
              
              Certification
      of the Company’s Principal Executive Officer and Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes Oxley Act of
2002.





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





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SIGNATURES





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





FARRALLON,
      INC.Date:
      November, 20, 2009
                  By:
                  /s/ Bryan
      ArthurName:
                  Bryan
      ArthurTitle:
                  President,
      Principal Executive Officer
                    And
      Principal Financial
Officer


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