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: June 30, 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 000-53139



TRYON
ALPHA, INC.

(Exact
name of registrant as specified in its charter)



|Nevada
        (State
        or other jurisdiction of
        incorporation
        or organization) | 26-1530805
        (I.R.S.
        Employer Identification No.)
|----------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------



127
North Tryon Street, Suite 307, Charlotte, North Carolina 28202

(Address
of principal executive offices)



(704)
372-2218

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. 	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).£YesSNo



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



State the
number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At August 17,
2011 there were 1,500,000 shares of common stock outstanding.





(1)









PART
I — FINANCIAL INFORMATION



Item
1. Financial Statements.



|Tryon Alpha, Inc.                                                
|-----------------------------------------------------------------
|(A Development Stage Company)                                    
|Balance Sheets                                                   
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|ASSETS                                                           
|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                              
|Payable to shareholder                                           
|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 March 31, 2011 and  2010)    
|Common stock ($0.0001 par value; 100,000,000 shares authorized:  
|1,000,000 issued and outstanding at March 31, 2011 and  2010)    
|Additional paid in capital                                       
|Retained deficit                                                 
|TOTAL STOCKHOLDERS' DEFICIT                                      
|                                                                 
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      
|                                                                 
|                                                                 

The accompanying notes are an integral part of these financial statements





(2)











|Tryon Alpha, Inc.                                                         
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Unaudited Statements of Operations                                        
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|REVENUES                                                                  
|Revenue                                                                   
|Total revenues                                                            
|                                                                          
|                                                                          
|EXPENSES                                                                  
|Selling, General and Administrative                                       
|Professional fees                                                         
|Total expenses                                                            
|                                                                          
|Net (loss) from operations                                                
|                                                                          
|OTHER (EXPENSE)                                                           
|Interest expense                                                          
|                                                                          
|Net (loss)                                                                
|Net (loss) per share--basic and fully diluted                             
|Net income/(loss) per share                                               
|Weighted average shares outstanding--basic and fully diluted              
|                                                                          
|                                                                          
|The accompanying notes are an integral part of these  financial statements





(3)











|Tryon Alpha, Inc.                                                  
|-------------------------------------------------------------------
|(A Development Stage Company)                                      
|Unaudited Statements of Cash Flows                                 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|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                    
|Increase in payable to shareholder                                 
|Increase (decrease) in accounts payable                            
|NET CASH (USED IN) OPERATING ACTIVITIES                            
|                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                              
|Proceeds from note payable to related party                        
|Capital stock purchase                                             
|NET CASH PROVIDED BY FINANCING ACTIVITIES                          
|                                                                   
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               
|                                                                   
|CASH AND CASH EQUIVALENTS,                                         
|BEGINNING OF THE YEAR                                              
|                                                                   
|END OF THE YEAR                                                    
|                                                                   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                 
|CASH PAID DURING THE PERIOD FOR:                                   
|Interest                                                           
|Taxes                                                              
|                                                                   
|                                                                   
|                                                                   
|                                                                   



The accompanying notes are an integral part of these  financial statements





(4)











TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
A—BUSINESS ACTIVITY



Tryon Alpha,
Inc., Inc. (the “Company”) was organized under the laws of the State of Nevada on December 3, 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—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 $38,177, used cash from operations of $9,218 since its inception, and
has a negative working capital of $38,077 at June 30, 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.



NOTE
C—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 revenue 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 applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when all of the following criteria are met:



(i)    
 persuasive evidence of an arrangement exists,

(ii)  
 the services have been rendered and all required milestones achieved,

(iii)
the sales price is fixed or determinable, and

(iv) 
 collectability is reasonably assured.



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 years covered in the financial statements.





(5)











TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D



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 June 30, 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.



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 June 30, 2011 and 2010,
the balance in Accounts Receivable was $0 and $0, respectively.



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 two years ended December 31, 2010.



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.



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:



(6)









TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D



Fair
Value for Financial Assets and Financial Liabilities (cont’d)



|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 June 30, 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 June 30, 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 interim year ended June 30, 2011



Recent
Accounting Pronouncements

In March
2010, the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815). ASU No. 2010-11
update provides amendments to subtopic 815-15, Derivatives and hedging. The amendments clarify about the scope exception in paragraph
815-10-15-11 and section 815-15-25 as applicable to the embedded credit derivatives. The ASU is effective on the first day of
the first fiscal quarter beginning after June 15, 2010. Therefore, for a calendar-year-end entity, the ASU becomes effective on
July 1, 2010. Early application is permitted at the beginning of the first fiscal quarter beginning after March 5, 2010



In April
2010, the FASB issued Accounting Standard Update No. 2010-12. “Income Taxes” (Topic 740). ASU No.2010-12 amends FASB
Accounting Standard Codification subtopic 740-10 Income Taxes to include paragraph 740-10-S99-4. On March 30, 2010 The President
signed the Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23,
2010. FASB Codification topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to
be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated.” Therefore, the
different enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March
23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement
states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation
measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate
for registrants to analogize to this view in any other fact patterns.”



In April
2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13 provides
amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency
of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition
that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect
adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding
as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently
since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted.





(7)











TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES—CONT’D



Recent
Accounting Pronouncements (cont’d)



In April
2010, the FASB issued Accounting Standards Update No.2010-14, “Accounting for Extractive Activities – Oil & Gas”
(Topic 932). ASU No. 2010-14 amends FASB accounting Standard paragraph 932-10-S99-1 due to SEC release no. 33-8995 [FR 78], Modernization
of Oil and Gas Reporting and provides update as to amendments to SEC Regulation S-X, Rule 4-10.



In April
2010, the FASB issued Accounting Standard Update No. 2010-15. “Financial Services-Insurance” (Topic 944) ASU No.2010-15
gives direction on how investments through separate accounts affect an insurer’s consolidation analysis of those investments.
Under the ASU: an insurance entity should not consider any separate account interests held for the benefit of policy holders in
an investment to be the insurer's interests and should not combine those interests with its general account interest in the same
investment when assessing the investment for consolidation, unless the separate account interests are held for the benefit of
a related party policy holder as defined in the Variable Interest Entities Subsections of Subtopic 810-10 and those Subsections
require the consideration of related parties. The amendments in this Update are effective for fiscal years, and interim periods
within those fiscal years, beginning after

December
15, 2010. Early adoption is permitted. The amendments in this Update should be applied retrospectively to all prior periods upon
the date of adoption.



In April
2010, the FASB issued Accounting Standard Update No. 2010-16. “Entertainment-Casinos” (Topic 924). ASU No.2010-16
addresses diversity in practice regarding whether an entity accrues liabilities for a base jackpot before it is won because they
could avoid the payment. The amendments in this update clarify that an entity should not accrue jackpot liabilities (or portions
thereof) before a jackpot is won if the entity can avoid paying that jackpot. Jackpots should be accrued and charged to revenue
when an entity has the obligation to pay the jackpot. This guidance applies to both base and progressive jackpots. The ASU amendments
are effective for fiscal years, and the interim periods within those fiscal years, beginning on or after December 15, 2010.



In April
2010, the FASB issued Accounting Standard Update No. 2010-17. “Revenue Recognition-Milestone Method” (Topic 605) ASU
No.2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method
of revenue recognition for research or development transactions. An entity often recognizes these milestone payments as revenue
in their entirety upon achieving a specific result from the research or development efforts. A vendor can recognize consideration
that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved
only if the milestone meets all criteria to be considered substantive. Determining whether a milestone is substantive is a matter
of judgment made at the inception of the arrangement. The ASU is effective for fiscal years and interim periods within those fiscal
years beginning on or after June 15, 2010. Early application is permitted. Entities can apply this guidance prospectively to milestones
achieved after adoption. However, retrospective application to all prior periods is also permitted.



In
April 2010, the FASB issued Accounting Standard Update No. 2010-18. “Receivables” (Topic 310). ASU No.2010-18
provides guidance on accounting for acquired loans that have evidence of credit deterioration upon acquisition. Paragraph
310-30-15-6 allows acquired assets with common risk characteristics to be accounted for in the aggregated as a pool. Upon
establishment of the pool, the pool becomes the unit of accounting. When loans are accounted for as a pool, the purchase
discount is not allocated to individual loans; thus all of the loans in the pool accrete at a single pool rate (based on cash
flow projections for the pool). Under subtopic 310-30, the impairment analysis also is performed on the pool as a whole as
opposed to each individual loan. Paragraphs 310-40-15-4 through 15-12 establish the criteria for evaluating whether a loan
modification should be classified as a troubled debt restructuring. Specifically paragraph 310-40-15-5 states that “a
restructuring of a debt constitutes a troubled debt restructuring for purposes of this subtopic if the creditor for economic
or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not
otherwise consider.” The ASU is effective for modification of loans accounted for within pools under subtopic 310-30
occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied
prospectively. Early application is permitted.



In May 2010,
the FASB issued Accounting Standard Update No. 2010-19 “Foreign Currency”. (“ASU No. 2010-19”). ASU 2010-19,
codifies the SEC staff announcement made at the March 18, 2010, EITF meeting. The ASU “provides the SEC staff’s views
on certain foreign currency issues related to investments in Venezuela.” These issues relate to Venezuela’s highly
inflationary status. The ASU became effective on March 18, 2010.

Other ASUs
not effective until after June 30, 2010, are not expected to have a significant effect on the Company’s consolidated financial
position or results of operations.





(8)









TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
D-SUPPLEMENTAL CASH FLOW INFORMATION



Supplemental
disclosures of cash flow information for the quarters ended June 30, 2011 and 2010 is summarized as follows:



Cash paid
during the three months ended June 30 2011 and 2010 for interest and income taxes:



|         |  |   | 2011 |  |  |   | 2010 | 
|-------- |  | - | ---- |  |  | - | ---- | 
|Interest |  | $ | —    |  |  | $ | —    | 
|Taxes    |  | $ | —    |  |  | $ | —    | 





NOTE
E-SEGMENT REPORTING



The Company
follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on
operating segments of the Company. 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, 2010.



NOTE
F—CAPITAL STOCK



The Company
is authorized to issue 100,000,000 common shares at $.0001 par value per share.



As of June
30, 2011, the Company had the following common shares outstanding:



|                              |  | Number of shares |           | Total Purchase Price
|----------------------------- |  | ---------------- | --------- | --------------------
|Ange Properties, LLC          |  |                  | 500,000   |                     
|Garvin Strategic Capitol, LLC |  |                  | 250,000   |                     
|Gideon Atlantic, LLC          |  |                  | 250,000   |                     
|                              |  |                  | 1,000,000 |                     





The Company
is authorized to issue 10,000,000 preferred shares at $.0001 par value per share.



As of June
30, 2011, the Company has not issued any preferred shares of stock.





NOTE
G – DEVELOPMENT STAGE COMPANY



The Company
is in the development stage as of June 30, 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.



NOTE
H—SHAREHOLDER LOAN/RELATED PARTY



The Company
has an outstanding Note Payable with a related party. The amount of the loan is $9,150 and it is payable on demand, the annual
interest rate on the note is 8%.



Accrued
interest not paid for the period from inception (December 3, 2007) through June 30, 2011 was $2,562



NOTE
I—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 period from inception through December 31, 2010.



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 June 30, 2011 is as follows:



|Total Deferred Tax Asset |  | $ | (11,200 | )
|------------------------ |  | - | ------- | -
|Valuation Allowance      |  |   | 11,200  |  
|Net Deferred Tax Asset   |  | $ | —       |  



The reconciliation
of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended 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   | %   







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 $1,300 and $2,200 in the three months ended June 30, 2011 and 2010, respectively.



As of June
30, 2011, the Company had a federal and state net operating loss carry forward in the amount of approximately $32,927, which expires
in the year 2030.





(9)









TRYON
ALPHA, INC.

(A
DEVELOPMENT STAGE COMPANY)

NOTES
TO THE FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2011





NOTE
J—SUBSEQUENT EVENTS



On
August 17, 2011, Mercer Cauley, Ange Properties, LLC and Garvin Strategic Capital, LLC, the holders of all of the outstanding
shares of common stock returned an aggregate of 850,000 shares of common stock to the Company for cancellation. After giving effect
to the cancellation of the shares, the capitalization of the Company was as follows:



|Name                              | Number
                                                                      of Shares
        Returned
        for Cancellation | Number
                                                                      of Shares Held After
        Giving
        Effect to Cancellation
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Mercer Cauley                     | 212,500                                                                                                                          | 37,500                                                                                                                                         
|Ange Properties,
    LLC          | 425,000                                                                                                                          | 75,000                                                                                                                                         
|Garvin Strategic
    Capital, LLC | 212,500                                                                                                                          | 37,500                                                                                                                                         





Also on
August 17, 2011, the Company accepted a subscription agreement from Jonathan Patton pursuant to which Mr. Patton agreed to purchase
1,350,000 shares of common stock in consideration of his agreement (i) to pay an aggregate purchase price of $135, or $0.0001
per share of stock subscribed; (ii) to pay all costs and expenses to be incurred by the Company after the date thereof in connection
with its operations, including costs and expenses the Company in connection with satisfying its reporting obligations under the
Exchange Act; (iii) to actively engage in the identification of and negotiation with an operating company with which this Company
will merge or acquire and (iv) not to seek any contribution of capital from any other stockholder or affiliate of the Company
after the date thereof. Mr. Patton used personal funds to pay for the stock purchased.



The
transactions consummated by the above-referenced agreements resulted in a change in control of the Company.





(10)









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



Overview.



Tryon
Alpha, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on December
3, 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 March 20, 2008, and since its effectiveness, we have focused our efforts on identifying a 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 March 31.



Based
on our business activities, 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.” In addition, 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.



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.





(11)









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. 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
June 30, 2011, we had total assets of $32, consisting exclusively of cash. This compares with no assets at March 31, 2011, our
fiscal year end. At June 30, 2011, the Company had current liabilities of $38,109 compared with current liabilities of $34,303
at March 31, 2011, in each case, comprised of promissory notes payable and other amounts owed to stockholders and accounts payable.



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 June 30, 2011 |    | Three Months Ended June 30, 2010 |  | For the Cumulative Period from December 3 2007 (Inception) to June 30, 2011
|---------------------------------------------------- |  | -------------------------------- | -- | -------------------------------- |  | ---------------------------------------------------------------------------
|Net Cash Used in Operating Activities                |  | $                                | 32 |                                  |  | $                                                                          
|Net Cash Provided by Financing Activities            |  | $                                | —  |                                  |  | $                                                                          
|Net Increase (Decrease) in Cash and Cash Equivalents |  | $                                | 32 |                                  |  | $                                                                          



We
do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination, 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.



(12)









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 June 30, 2011 of $3,774, compared to a net loss of $2,076 for the comparable
2010 period, and have suffered a net loss since inception of $38,177. At June 30, 2011, we had a working capital deficit of $38,077
compared to $34,303 at March 31, 2011. 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.



Going
Concern



Our
negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial
doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on its ability to generate cash from the sale of its securities and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations;
however, there can be no assurance the Company will be successful in these efforts.



The
financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.



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.



(13)









Item
3. Quantitative and Qualitative Disclosures About Market Risk.



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



Item
4(T). Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



As
of June 30, 2011, the Company’s management performed 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
and 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 June 30, 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:



|1. | We
    did not maintain effective controls over the control environment.                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | We did not maintain
    effective controls over financial statement disclosure.                                                                                                                                                                                                                                                                                         
|3. | We did not maintain
    effective controls over financial reporting.                                                                                                                                                                                                                                                                                                    
|4. | 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 June 30, 2011 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.





(14)







PART
II — OTHER INFORMATION



Item
1. Legal Proceedings.



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



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.



During
the period covered by this report, the Company did not sell any securities. Since the period, the Company has sold securities
to a third party, as more fully described under “Item 5 – Other Information,” appearing below.



Item
3. Defaults Upon Senior Securities.



None.



Item
4. (Removed)



Item
5. Other Information.



On
August 17, 2011, Mercer Cauley, Ange Properties, LLC and Garvin Strategic Capital, LLC, the holders of all of the outstanding
shares of common stock returned an aggregate of 850,000 shares of common stock to the Company for cancellation. After giving effect
to the cancellation of the shares, the capitalization of the Company was as follows:



|Name                              | Number
    of Shares Returned for Cancellation | Shares
                                                                      Held After Giving
        Effect
        to Cancellation
|--------------------------------- | ---------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------
|Mercer Cauley                     | 212,500                                        | 37,500                                                                                                                               
|Ange Properties,
    LLC          | 425,000                                        | 75,000                                                                                                                               
|Garvin Strategic
    Capital, LLC | 212,500                                        | 37,500                                                                                                                               



Also
on August 17, 2011, the Company accepted a subscription agreement from Jonathan Patton pursuant to which Mr. Patton agreed to
purchase 1,350,000 shares of common stock in consideration of his agreement (i) to pay an aggregate purchase price of $135, or
$0.0001 per share of stock subscribed; (ii) to pay all costs and expenses to be incurred by the Company after the date thereof
in connection with its operations, including costs and expenses the Company in connection with satisfying its reporting obligations
under the Exchange Act; (iii) to actively engage in the identification of and negotiation with an operating company with which
this Company will merge or acquire and (iv) not to seek any contribution of capital from any other stockholder or affiliate of
the Company after the date thereof. Mr. Patton used personal funds to pay for the stock purchased.



The
transactions consummated by the above-referenced agreements resulted in a change in control of the Company.



(15)









Item
6. Exhibits.



The
following exhibits are filed with this report:



|Exhibit        | Description                                                                                                                                                                                             
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                         
|10.2           | Letter dated August 17, 2011, executed by each of Mercer Cauley, Ange Properties, LLC and Garvin Strategic Capital, LLC whereby each stockholder returned shares of common stock to the Company for canc
|               |                                                                                                                                                                                                         
|10.3           | Subscription Agreement dated August 17, 2011 between the Company and Jonathan Patton evidencing his subscription for 900,000 shares of common stock in consideration of the payment of cash and certain 
|               |                                                                                                                                                                                                         
|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 Quart            
|               |                                                                                                                                                                                                         
|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 200      
|               |                                                                                                                                                                                                         
|101.
    INS 1 | XBRL
    Instance Document                                                                                                                                                                              
|               |                                                                                                                                                                                                         
|101.
    SCH 1 | XBRL
    Taxonomy Extension Schema Document                                                                                                                                                             
|               |                                                                                                                                                                                                         
|101.
    CAL 1 | XBRL
    Taxonomy Extension Calculation Linkbase Document                                                                                                                                               
|               |                                                                                                                                                                                                         
|101.
    LAB 1 | XBRL
    Taxonomy Extension Label Linkbase Document                                                                                                                                                     
|               |                                                                                                                                                                                                         
|101.
    PRE 1 | XBRL
    Taxonomy Extension Presentation Linkbase Document                                                                                                                                              
|               |                                                                                                                                                                                                         
|1              | To
    be filed by amendment.                                                                                                                                                                           





* 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.





|                                |        | TRYON
    ALPHA, INC.                                                   
|------------------------------- | ------ | ------------------------------------------------------------------------
|Date:
          August 17, 2011 | By:    | /s/
    Mercer Cauley                                                   
|                                | Name:  | Mercer Cauley                                                           
|                                | Title: | President

(Principal
Executive Officer and Principal Financial Officer)