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: March 31, 2011



[ ] 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.)



271 Serenity Place, Newport, VA  24128

(Address of principal executive
offices)

540-641-0153

Issuer’s telephone number



14908 Oxford Hollow, Huntersville,
NC 28078

(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. 	SYes  £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 S
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 S



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). SYes£  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 May 16, 2011, there were 1,000,000 shares of common stock outstanding.



(1)







PART I — FINANCIAL INFORMATION



Item 1. Financial Statements.





|Farrallon, Inc.              
|-----------------------------
|(A Development Stage Company)
|                             



|                                                                            |  | As of         
|--------------------------------------------------------------------------- |  | --------------
|                                                                            |  | March 31, 2011
|                                                                            |  | (Unaudited)   
|ASSETS                                                                      |  |               
|                                                                            |  |               
|CURRENT ASSETS:                                                             |  |               
|Cash                                                                        |  | $             
|TOTAL CURRENT ASSETS                                                        |  |               
|                                                                            |  |               
|TOTAL ASSETS                                                                |  | $             
|                                                                            |  |               
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                       |  |               
|                                                                            |  |               
|CURRENT LIABILITIES:                                                        |  |               
|Note Payable to Related Party                                               |  |               
|Accrued Interest to a Related Party                                         |  |               
|Accounts Payable                                                            |  |               
|TOTAL CURRENT LIABILITIES                                                   |  |               
|                                                                            |  |               
|TOTAL LIABILITIES                                                           |  |               
|                                                                            |  |               
|STOCKHOLDERS' DEFICIT                                                       |  |               
|Preferred stock ($0.0001 par value; 10,000,000 shares authorized; no shares |  |               
|issued and outstanding at December 31, 2010 and December 31, 2009)          |  |               
|Common stock ($0.0001 par value; 100,000,000 shares authorized:             |  |               
|550,000 issued and outstanding)                                             |  |               
|Paid in Capital                                                             |  |               
|Accumulated Deficit                                                         |  |               
|TOTAL STOCKHOLDERS' DEFICIT                                                 |  |               
|                                                                            |  |               
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 |  | $             
|                                                                            |  |               









(2)







|Farrallon, Inc.                    
|-----------------------------------
|(A Development Stage Company)      
|Statement of Operations - Unaudited
|                                   



|                                                             |  |                    |         |      |  |                      |           |               
|------------------------------------------------------------ |  | ------------------ | ------- | ---- |  | -------------------- | --------- | --------------
|                                                             |  |                    |         |      |  |                      |           |               
|                                                             |  |                    |         |      |  |                      |           | Cumulative    
|                                                             |  | For the            |         |      |  | Totals              
|                                                             |  | three months ended |         |      |  | Since Inception     
|                                                             |  | March 31,          |         |      |  | November 13, 2007 to
|                                                             |  | 2011               |         | 2010 |  |                      |           | March 31, 2011
|REVENUE                                                      |  |                    |         |      |  |                      |           |               
|Revenue                                                      |  | $                  | —       |      |  | $                    | —         |               
|Total Revenues                                               |  |                    | —       |      |  |                      | —         |               
|                                                             |  |                    |         |      |  |                      |           |               
|                                                             |  |                    |         |      |  |                      |           |               
|EXPENSES                                                     |  |                    |         |      |  |                      |           |               
|Selling, general and administrative                          |  |                    | 351     |      |  |                      | 33        |               
|Professional Fees                                            |  |                    | 7,382   |      |  |                      | —         |               
|TOTAL EXPENSES                                               |  |                    | 7,733   |      |  |                      | 33        |               
|                                                             |  |                    |         |      |  |                      |           |               
|Net Income/(Loss) from Operations                            |  |                    | (7,733  | )    |  |                      | (33       | )             
|                                                             |  |                    |         |      |  |                      |           |               
|OTHER (EXPENSE)/INCOME                                       |  |                    |         |      |  |                      |           |               
|Forgiveness of Debt                                          |  |                    | 4,000   |      |  |                      |           |               
|Interest Expense                                             |  |                    | (546    | )    |  |                      | (438      | )             
|Total Other (expense)/income                                 |  |                    | 3,454   |      |  |                      | (438      | )             
|                                                             |  |                    |         |      |  |                      |           |               
|Net Income/(Loss)                                            |  | $                  | (4,279  | )    |  | $                    | (471      | )             
|Net income/(loss) per share--basic and fully diluted         |  |                    |         |      |  |                      |           |               
|Net income/(loss) per share                                  |  | $                  | (0.01   | )    |  | $                    | (0.00     | )             
|Weighted average shares outstanding--basic and fully diluted |  |                    | 550,000 |      |  |                      | 1,000,000 |               
|                                                             |  |                    |         |      |  |                      |           |               

(3)





|Farrallon, Inc.                                                    
|-------------------------------------------------------------------
|(A Development Stage Company)                                      
|Statement of Cash Flows - Unaudited                                
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|CASH FLOWS FROM OPERATING ACTIVITIES:                              
|Net loss                                                           
|Adjustments to reconcile net (loss) to net cash used in operations:
|Increase in Accrued Interest to a Related Party                    
|(Decrease) in Accrued Expenses                                     
|Increase In Accounts Payable                                       
|NET CASH (USED IN) OPERATING ACTIVITIES                            
|                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                              
|Proceeds from Note Payable to Related Party                        
|Reduction in Note Payable to Related Party -- debt forgiven        
|Capital Stock purchase                                             
|NET CASH PROVIDED BY FINANCING ACTIVITIES                          
|                                                                   
|NET INCREASE IN CASH AND CASH EQUIVALENTS                          
|                                                                   
|CASH AND CASH EQUIVALENTS,                                         
|BEGINNING OF THE PERIOD                                            
|                                                                   
|END OF THE PERIOD                                                  
|                                                                   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                 
|CASH PAID DURING THE PERIOD FOR:                                   
|Interest                                                           
|Taxes                                                              
|                                                                   

(4)





|Farrallon, Inc.                               
|----------------------------------------------
|(A Development Stage Company)                 
|Statement
of Stockholders ’Deficit - Unaudited
|                                              



|                                       |  |              |           |                 |  |         |        |                 |  |             |        | Deficit
|-------------------------------------- |  | ------------ | --------- | --------------- |  | ------- | ------ | --------------- |  | ----------- | ------ | -------
|                                       |  |              |           |                 |  |         |        | Additional      |  | Accumulated
|                                       |  | Common Stock |           | Preferred stock |  | Paid-in |        | Since Inception
|                                       |  |              | Shares    |                 |  |         | Amount |                 |  |             | Shares |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, November 13, 2007, Inception |  |              | —         |                 |  | $       | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Shares issued                          |  |              | 100,000   |                 |  |         | 100    |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Net loss                               |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, December 31, 2007            |  |              | 1,000,000 |                 |  | $       | 100    |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Net loss                               |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Issuance of common shares              |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, December 31, 2008            |  |              | 1,000,000 |                 |  | $       | 100    |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Net loss                               |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, December 31, 2009            |  |              | 1,000,000 |                 |  | $       | 100    |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Net loss                               |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, December 31, 2010            |  |              | 1,000,000 |                 |  | $       | 100    |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Returned to Company                    |  |              | 450,000   |                 |  | $       | 45     |                 |  |             |        |        
|Net loss                               |  |              | —         |                 |  |         | —      |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        
|Balances, March 31, 2011               |  |              | 550,000   |                 |  | $       | 55     |                 |  |             | —      |        
|                                       |  |              |           |                 |  |         |        |                 |  |             |        |        





(5)















FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011

___________________________________________________________________________________



NOTE A—BUSINESS ACTIVITY



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.



NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



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.



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 $45,209, used cash from operations of $33,145 since its inception, and
has a working capital deficit of $45,109 at March 31, 2011.



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.



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.



Comprehensive Income (Loss) - The Company
reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards
Codification 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.





(6)









FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011









NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT.)



Net Income per Common Share- Net loss
per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share
is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted
net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during each period. There were no potentially dilutive shares outstanding as of March 31, 2011.



Deferred Taxes- The Company accounts
for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are
reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in the statements of operations in the period that includes the enactment date.



Accounts Receivable—Accounts deemed
uncollectible are written off in the year they become uncollectible. As of March 31, 2011, the balance in Accounts Receivable was
$0.



Impairment of Long-Lived Assets- The
Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting
Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment
of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, 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 quarter ended
March 31, 2011.



Stock-Based Compensation- The Company
accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB
Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure
the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the
award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service
in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity
instruments for which employees do not render the requisite service.





(7)













FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011









NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT.)



Fair Value for Financial Assets and Financial
Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about
fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for
measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures
about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph
820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined
by Paragraph 820-10-35-37 are described below:



|Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                            
|Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|        |                                                                                                                                                            
|Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   



The carrying amounts of the Company’s
financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity
of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s
best estimate of interest rates that would be available to the Company for similar financial arrangement at March 31, 2011.



The Company does not have any assets or liabilities
measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments
for assets and liabilities measured at fair value at March 31, 2011, nor gains or losses are reported in the statement of operations
that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting
date for the quarter ended March 31, 2011.



Recent Accounting Pronouncements



FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”)
2009-01)

In June 2009, FASB approved the FASB Accounting
Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing
accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and
other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded
by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative.
The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009,
and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced
in accordance with the Codification. There have been no changes to the content of our consolidated financial statements or disclosures
as a result of implementing the Codification during the quarter ended March 31, 2011.





As a result of our implementation of the Codification
during the quarter ended March 31, 2011, previous references to new accounting standards and literature are no longer applicable.
In the current annual financial statements, we will provide reference to both new and old guidance to assist in understanding the
impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal
year but prior to the Codification.





(8)









FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011







NOTE B—SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT.)



Recent Accounting Pronouncements (Cont.)



Subsequent Events



(Included in Accounting Standards Codification
(“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)



SFAS No. 165 established general standards
of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued
or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent
events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued.
SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in
significant changes in the subsequent events reported by us.  SFAS No. 165 became effective for interim or annual periods
ending after June 15, 2009 and did not impact our consolidated financial statements. We evaluated for subsequent events through
the issuance date of our consolidated financial statements. No recognized or non-recognized subsequent events were noted.



Determination of the Useful Life of Intangible
Assets

(Included in ASC 350 “Intangibles
— Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)



FSP SFAS No. 142-3 amended the factors that
should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible
asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between
the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset
under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively
to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible
assets recognized as of, and subsequent to, the effective date.  FSP SFAS No. 142-3 became effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS
No. 142-3 did not impact our consolidated financial statements.



Noncontrolling Interests

(Included in ASC 810 “Consolidation”,
previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)



SFAS No. 160 changed the accounting and reporting
for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity.
SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. We implemented
SFAS No. 160 at the start of fiscal 2009 and no longer record an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on our consolidated
financial statements.



Consolidation of Variable Interest Entities
— Amended

(To be included in ASC 810 “Consolidation”,
SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)



SFAS No. 167 amends FASB Interpretation No.
46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable
interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments
include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should
consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption
prohibited. We will adopt SFAS No. 167 in fiscal 2010 and do not anticipate any material impact on our consolidated financial statements.





(9)









FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011









NOTE C—SUPPLEMENTAL CASH FLOW INFORMATION



Supplemental disclosures of cash flow information
for the quarters ended March 31, 2011 and 2010 is summarized as follows:



Cash paid during the quarters ended March 31,
2011 and 2010 for interest and income taxes:



2011	2010



Income Taxes	$ ---	$ ---

Interest	$ ---	$ ---





NOTE D—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 March 31, 2011.



NOTE E—INCOME TAXES



Due to the operating loss and the inability
to recognize an income tax benefit, there is no provision for current or deferred federal or state income taxes for the three months
ended March 31, 2011.



Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount
used for federal and state income tax purposes.



The Company’s total deferred tax asset,
calculated using federal and state effective tax rates, as of March 31, 2011 is as follows:



|Total Deferred Tax Asset |  | $ | (13,900 | )
|------------------------ |  | - | ------- | -
|Valuation Allowance      |  |   | 13,900  |  
|Net Deferred Tax Asset   |  | $ | —       |  



The reconciliation of income taxes computed
at the federal statutory income tax rate to total income taxes as of March 31, 2011 and 2010 is as follows:



|                                                  |  | 2011 |       | 2010
|------------------------------------------------- |  | ---- | ----- | ----
|Income tax computed at the federal statutory rate |  |      | 34.0  | %   
|State income tax, net of federal tax benefit      |  |      | 0.0   | %   
|Total                                             |  |      | 34.0  | %   
|Valuation allowance                               |  |      | -34.0 | %   
|Total deferred tax asset                          |  |      | 0.0   | %   









(10)











FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011







NOTE E—INCOME TAXES (CONT’D)



Because of the Company’s lack of earnings
history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased (decreased) by
approximately $5,300 and $3,400 for the three months ended March 31, 2011 and 2010.



As of March 31, 2011, the Company had a federal
and state net operating loss carry forward in the amount of approximately $40,930, which expires in the year 2030.



NOTE F—CAPITAL STOCK



On Jan. 18th, 2011, the Board of Directors
of the Company approved an agreement among the Company, its sole director, Bryan Arthur and Forest Garvin (Garvin), Garvin Strategic
Capital, LLC (GSC) and Garvin Investments (GIL) whereas Garvin, GSC, and GIL would return all of the shares of common stock owned
by them 450,000 shares and forgive and cancel the entire amount due under all of the promissory notes issued by the Company in
the principal amount of $4,000.





The Company is authorized to issue 1,000,000
common shares at $.0001 par value per share.



As of March 31, 2011, the Company has the following
stock issued:



DYP Enterprises, LLC	550,000





The Company is authorized to issue 10,000,000
preferred shares at $.0001 par value per share. As of March 31, 2011 the Company issued no preferred shares.



NOTE G – DEVELOPMENT STAGE COMPANY



The Company is in the development stage as
of March 31, 2011 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.





(11)











FARALLON, INC.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31,
2011







NOTE H—SHAREHOLDER LOAN/RELATED
PARTY



The Company has signed a promissory note with
related parties. The notes are demand notes bearing interest at 8% per annum. The outstanding balance as of March 31, 2011 was
$33,122. The accrued interest not paid as of March 31, 2011 is $4,745.



NOTE I —SUBSEQUENT EVENTS



On April 8, 2011, the Company, Bryan
Arthur, the sole officer and director of the Company as of said date, DYP Enterprises LLC, which is wholly owned by Mr. Arthur
(“DYP”), and Hope Medical LLC (“Hope”) entered into an agreement whereby:





*DYP, the sole owner of all of the
outstanding shares of common stock of the Company, sold all of its shares common stock to Hope in consideration of the
issuance by Hope to Mr. Arthur of membership interests in Hope equal to 20% of the total membership interests in Hope
outstanding after giving effect to such issuance;





Mr. Arthur and DYP forgave all amounts
due to them under certain promissory notes issued by the Company in the principal amount of
        $24,790 and cancelled said promissory notes;



*Mr. Arthur resigned as the president of the Company, effective as of April 12, 2011;

*The board of directors amended the bylaws to increase the number of authorized directors of the Company to two persons

and appointed Eric Besenyei to fill the vacancy on the board created thereby, effective April 12, 2011;

*The board of directors appointed Eric Besenyei to serve as the president of the Company, effective April 12, 2011;



|*The Company sold 450,000 shares of common stock to Hope for an aggregate purchase price of $45;                                                                                   
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*Hope agreed to pay all costs and expenses of any kind or nature incurred by the Company in connection with its operations;                                                        
|*Hope agreed to cause the timely filing of all reports the Company is required to file under the Exchange Act and to pay all costs and expenses in connection with such filing; and
|*Hope agreed to diligently pursue the Company’s business plan of identifying and merging with or acquiring a target company.                                                       







(12)









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”) which desires to utilize our status as a reporting company
under the Exchange Act.



The Company voluntarily filed a registration
statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2008, and since its
effectiveness, the Company has focused its efforts on identifying a possible Target 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 fiscal year ends on December 31.



Based on our business activities, the Company
is a “blank check” company. The SEC defines those companies as “any development stage company that is issuing
a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or
has indicated that its business plan is to merge with an unidentified company or companies. Many states have enacted statutes,
rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.
In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “shell company” which is defined, as a company
which has (i) no or nominal operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash
equivalents; or (z) assets consisting of any amount of cash and cash equivalents and nominal other assets. Because we are a “shell”
company, the Business Combination we enter into with a Target will be deemed to be a “reverse acquisition” or “reverse
merger.”



Our management has broad discretion with respect
to identifying and selecting a prospective Target. We have not established any specific attributes or criteria (financial or otherwise)
for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a
foreign company engaged in any industry. Our sole officer and director has never served as an officer or director of a development
stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly, he may
not successfully identify a Target or conclude a Business Combination. In addition, our management engages in other business activities
and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it
deems necessary to our affairs.



We cannot assure you that we will be successful
in concluding a Business Combination. We will not realize any revenues or generate any income unless and until we successfully
merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can
offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.



Any entity with which we enter into a Business
Combination will be subject to numerous risks in connection with its operations. 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 such 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, 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 prior to the transaction; and



• cause a change in control in our Company and likely result in the resignation or removal of our officer and directors as of the date of the transaction.







(13)











Our management anticipates that our Company
likely will affect only one Business Combination, due primarily to our limited 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 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.



The Company currently does not engage in any
business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing Exchange
Act reports, investigating and analyzing Targets and consummating a Business Combination. We believe we will be able to meet these
costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management
or other investors. As of March 31, 2011, the Company had $77 in its treasury. There are no assurances that the Company will be
able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate
cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging
with a profitable company.



Liquidity and Capital Resources



At March 31, 2011, we had total assets of $77,
consisting exclusively of cash. This compares with total assets of $77 at December 31, 2010, our fiscal year end. At March 31,
2011, the Company had current liabilities of $45,186 compared with current liabilities of $40,907 at December 31, 2010, in each
case, comprised of amounts owed to stockholders and accrued expenses.



Our existing cash reserves will not be sufficient
to cover our operating costs and expenses over the next twelve months.



To date, we have funded our operations through
loans from our stockholders. Our stockholders have advised management that they presently expect to fund additional costs and expenses
we may incur through loans or further investment in the Company, as and when necessary. However, our stockholders are under no
obligation to provide such funding.



The following is a summary of the Company's
cash flows provided by (used in) operating and financing activities:



|                                                     |  | Three Months Ended March 31, 2011 |       | Three Months Ended March 31, 2010 |  | For the Cumulative Period from November 13, 2007 (Inception) to March 31, 2010
|---------------------------------------------------- |  | --------------------------------- | ----- | --------------------------------- |  | ------------------------------------------------------------------------------
|Net Cash Used in Operating Activities                |  | $                                 | 4,332 |                                   |  | $                                                                             
|Net Cash Provided by Financing Activities            |  | $                                 | 4,332 |                                   |  | $                                                                             
|Net Increase (Decrease) in Cash and Cash Equivalents |  | $                                 | —     |                                   |  | $                                                                             



We do not expect to engage in any substantive
activities unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors
with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.



Results of Operations



Since our inception, we have not engaged in
any substantive operations, other than seeking to identify a Target, nor generated any revenues. We reported a net loss for the
three months ended March 31, 2011 of $4,279, compared to a net loss of $471 for the comparable 2010 period, and have suffered a
net loss since inception of $45,209. At March 31, 2011, we had a working capital deficit of $45,109 compared to $40,830 at March
31, 2010. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection
with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.



We do not expect to engage in any activities,
other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever.
We cannot provide investors with any assessment as to the nature of a Target’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.



Forward Looking Statements



Statements, other than historical facts, contained
in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives,
are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe
that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide
range of risks, trends and uncertainties that could cause actual results to differ materially from those projected Among those
risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking
statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability
to consummate a business combination; the financial condition of the target company with which we may enter a business combination;
the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and
conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.



When used in this Form 10-Q, the words, "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate" and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those
expressed or implied by these forward-looking statements for a number of important reasons.





(14)











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 March 31, 2011, 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, who we refer to herein as our PEO, 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. As a result of our continuing efforts to remediate the material weaknesses
in our internal control over financial reporting that existed as of December 31, 2010 and which remained extant as of the close
of the period covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective
as of March 31, 2011.



The weaknesses in our disclosure and procedures
encompassed weaknesses in certain elements of our internal control over financial reporting (ICFR) that our subsumed within our
disclosure controls and procedures. A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The specific weaknesses
relate to elements of our ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the preparation
of financial statements in accordance with generally accepted accounting principles and comprise the following:



|.• | We did not maintain effective controls over the control environment.                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|.• | We did not maintain effective controls over financial statement disclosure.                                                                                                                                                                                                                                                                                 
|.• | We did not maintain effective controls over financial reporting.                                                                                                                                                                                                                                                                                            
|.• | There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.



We believe that the weaknesses in our disclosure
controls and procedures and ICFR are a direct consequence of our size, resource constraints and the nature of our business. We
are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. Further,
we have no full-time employees. As a result, we are constrained by our lack of resources to take the types of corrective actions
that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel
and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an
audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K



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 March 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.





(15)











PART II — OTHER INFORMATION



Item 1. Legal Proceedings.



There are presently no material pending legal
proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than
five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings
are known to the Registrant to be threatened or contemplated against it.



Item 1A. Risk Factors.



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



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



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. (Reserved)



Item 5. Other Information.



As previously reported in a Current Report on
Form 8-K as filed with the SEC on April 11, 2011, on April 8, 2011, the Company, Bryan Arthur, the sole officer and director of
the Company as of said date, DYP Enterprises LLC, which is wholly owned by Mr. Arthur (“DYP”), and Hope Medical LLC
(“Hope”) entered into an agreement whereby:



| | DYP, the sole owner of all of the outstanding shares of common stock of the Company as of said date, sold all of its shares common stock to Hope in consideration of the issuance by Hope to Mr. Arthur of membership interests in Hope equal to 20% of the total membership interests in Hope outstanding after giving effect to such issuance;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Mr. Arthur and DYP forgave all amounts due to them under certain promissory notes issued by the Company in the principal amount of $24,790 and cancelled said promissory notes;                                                                                                                                                                 
| | Mr. Arthur resigned as the president of the Company, effective as of April 12, 2011;                                                                                                                                                                                                                                                            
| | the board of directors amended the bylaws to increase the number of authorized directors of the Company to two persons and appointed Eric Besenyei to fill the vacancy on the board created thereby, effective April 12, 2011;                                                                                                                  
| | the board of directors appointed Eric Besenyei to serve as the president of the Company, effective April 12, 2011;                                                                                                                                                                                                                              
| | the Company sold 450,000 shares of common stock to Hope for an aggregate purchase price of $45;                                                                                                                                                                                                                                                 
| | Hope agreed to pay all costs and expenses of any kind or nature incurred by the Company in connection with its operations;                                                                                                                                                                                                                      
| | Hope agreed to cause the timely filing of all reports the Company is required to file under the Exchange Act and to pay all costs and expenses in connection with such filing; and                                                                                                                                                              
| | Hope agreed to diligently pursue the Company’s business plan of identifying and merging with or acquiring a target company.                                                                                                                                                                                                                     



The transactions consummated by the agreement
resulted in a change in control of the Company.



Item 6. Exhibits.



|Exhibit | Description                                                                                                                                                                                                                                        
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1    | 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 March 31
|        |                                                                                                                                                                                                                                                    
|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.





(16)









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: May 16, 2011 | By:    | /s/ Eric Besenyei                                                             
|                   | Name:  | Eric Besenyei                                                                 
|                   | Title: | President, Principal Executive Officer
        and Principal Financial Officer