10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[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

OR

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

For the transition period from ...........to...............

Commission File Number 000-53397

Alpine Alpha 1, Ltd.

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(Exact name of registrant as specified in its charter)

Delaware	75-3264747
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(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

PO Box 735, Alpine, New Jersey 07620

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(Address of principal executive offices) (Zip Code)

(917) 915-8857

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(Registrant's telephone number, including area code)

N/A

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(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.  Yes [X]   No[   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [   ]  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	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: there were 1,826,478 shares outstanding as of July 29, 2011.

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF JUNE 30, 2011 (UNAUDITED) AND AS OF DECEMBER 31, 2010
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JUNE 30, 2011 (UNAUDITED)
PAGES	5- 12	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

Alpine Alpha 1, LTD

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	June 30, 2011			December 31, 2010
	(Unaudited)
Current Assets
Cash	$	3,985		$	3,950
Prepaid Expenses		3,000			150
Total Assets	$	6,985		$	4,100
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts Payable - related party	$	185,000		$	125,000
Total Current Liabilities		185,000			125,000
Long Term Liabilities
Notes Payable - related party		25,600			15,300
Total Liabilities		210,600			140,300
Commitments and Contingencies		-			-
Stockholders' Deficiency
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value; 50,000,000 shares authorized, 1,826,478 and 826,478 issued and outstanding, respectively		1,826			826
Additional paid-in capital		309,785			59,183
Deficit accumulated during the development stage		(515,226	)		(196,209	)
Total Stockholders' Deficiency		(203,615	)		(136,200	)
Total Liabilities and Stockholders' Deficiency	$	6,985		$	4,100

 See Accompanying Notes to Condensed Unaudited Financial Statements

1

Alpine Alpha 1, LTD

(A Development Stage Company)

Condensed  Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended						For the Period from October 29, 2007
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010			(Inception) to June 30, 2011
Operating Expenses
Professional fees	$	2,600		$	2,600		$	7,800		$	8,000		$	54,567
Consulting expense - related party		30,000			30,000			60,000			60,000			340,000
Stock compensation		-			-			249,000			-			265,185
General and administrative		1,017			198			1,615			339			27,505
Total Operating Expenses		33,617			32,798			318,415			68,339			687,257
Loss from Operations		(33,617	)		(32,798	)		(318,415	)		(68,339	)		(687,257	)
Other Income (Expenses)
Other income		-			-			-			-			175,000
Interest expense		(376	)		(104	)		(602	)		(171	)		(1,654	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(33,993	)		(32,902	)		(319,017	)		(68,510	)		(513,911	)
Provision for Income Taxes		-			-			-			-			(1,315	)
NET LOSS	$	(33,993	)	$	(32,902	)	$	(319,017	)	$	(68,510	)	$	(515,226	)
Loss Per Share - Basic and Diluted	$	(0.02	)	$	(0.04	)	$	(0.19	)	$	(0.08	)
Weighted average number of shares outstanding during the period - Basic and Diluted		1,826,478			826,478			1,655,207			826,478

 See Accompanying Notes to Condensed Unaudited Financial Statements

2

Alpine Alpha 1, LTD

(A Development Stage Company)

Statement of Changes in Stockholders' Deficiency

For the period from October 29, 2007 (Inception) to June 30, 2011

(Unaudited)

											Deficit
	Preferred Stock				Common stock				Additional		accumulated during			Total
									paid-in		development			Stockholders'
	Shares		Amount		Shares		Amount		capital		stage			Deficiency
Balance October 29, 2007		-	$	-		-	$	-	$	-	$	-		$	-
Common stock issued for services to founder ($0.001)		-		-		5,000		5		-		-			5
In kind contribution of services		-		-		-		-		3,600		-			3,600
In kind contribution of expenses		-		-		-		-		198		-			198
Net loss for the period October 29, 2007 (inception) to December 31, 2007		-		-		-		-		-		(4,323	)		(4,323	)
Balance, for the year ended December 31, 2007		-		-		5,000		5		3,798		(4,323	)		(520	)
Common stock issued for cash ($0.18/share)		-		-		736,133		736		12,682		-			13,418
In kind contribution of services		-		-		-		-		18,400		-			18,400
In kind contribution of interest		-		-		-		-		508		-			508
Net loss for the year ended December 31, 2008		-		-		-		-		-		(79,559	)		(79,559	)
Balance, December 31, 2008		-		-		741,133		741		35,388		(83,882	)		(47,753	)
Common stock issued for cash ($0.25/share)		-		-		20,345		20		5,066		-			5,086
Common stock issued for cash and services ($0.25/share)		-		-		65,000		65		16,185		-			16,250
In kind contribution of interest		-		-		-		-		36		-			36
Net income for the year ended December 31, 2009		-		-		-		-		-		22,116			22,116
Balance, December 31, 2009		-		-		826,478		826		56,675		(61,766	)		(4,265	)
In kind contribution of interest		-		-		-		-		508		-			508
In kind contribution of legal services		-		-		-		-		2,000		-			2,000
Net loss for the year ended December 31, 2010		-		-		-		-		-		(134,443	)		(134,443	)
Balance, December 31, 2010		-		-		826,478		826		59,183		(196,209	)		(136,200	)
Common stock issued for cash and services ($0.25/sh)		-		-		1,000,000		1,000		249,000		-			250,000
In kind contribution of interest		-		-		-		-		602		-			602
In kind contribution of legal services		-		-		-		-		1,000		-			1,000
Net loss for the six months ended June 30, 2011		-		-		-		-		-		(319,017	)		(319,017	)
Balance, June 30, 2011		-	$	-		1,826,478	$	1,826	$	309,785	$	(515,226	)	$	(203,615	)

See Accompanying Notes to Condensed Unaudited Financial Statements

3

Alpine Alpha 1, LTD

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Six Months Ended						For the Period from October 29, 2007
	June 30, 2011			June 30, 2010			(Inception) to June 30, 2011
Cash Flows From Operating Activities:
Net Loss	$	(319,017	)	$	(68,510	)	$	(515,226	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services from president		-			-			22,005
In-kind contribution of legal services		1,000			1,000			3,000
In-kind contribution of interest		602			171			1,654
In-kind contribution of expenses		-			-			198
Common stock issued for services		249,000			-			265,185
Changes in operating assets and liabilities:
Increase in prepaid expenses		(2,850	)		(450	)		(3,000	)
Increase in accounts payable- related party		60,000			60,000			185,000
Net Cash Used In Operating Activities		(11,265	)		(7,789	)		(41,184	)
Cash Flows From Financing Activities:
Proceeds from notes payable - related party		10,300			9,300			40,208
Repayment of notes payable - related party		-			-			(14,608	)
Proceeds from loan - overdraft line		-			-			1,150
Repayment of loan - overdraft line		-			-			(1,150	)
Proceeds from issuance of common stock		1,000			-			19,569
Net Cash Provided by Financing Activities		11,300			9,300			45,169
Net Increase in Cash		35			1,511			3,985
Cash at Beginning of Period		3,950			735			-
Cash at End of Period	$	3,985		$	2,246		$	3,985
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	1,315
Supplemental disclosure of non-cash investing and financing activities:		-			-			-

 See Accompanying Notes to Condensed Unaudited Financial Statements

4

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

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

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At June 30, 2011 and December 31, 2010, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.”  As of June 30, 2011 and 2010, there were no common share equivalents outstanding.

5

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

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

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(H) Fair Value of Financial Instruments

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

NOTE 2 GOING CONCERN

As reflected in the accompanying condensed unaudited financial statements, the Company is in the development stage with limited operations.  The Company has a net loss since inception of $515,226 and used cash in operations of $41,184 for the period from October 29, 2007 (inception) to June 30, 2011 and a working capital deficiency of $178,015 and stockholders’ deficiency of $203,615 at June 30, 2011.

This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

6

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

NOTE 3 NOTES PAYABLE – RELATED PARTY

On April 4, 2011, a Corporation owned by the president loaned the Company $6,300.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 6).

On April 4, 2011, a Corporation owned by the president paid expenses on behalf of the Company of $4,000.  This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 6).

On November 5, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on November 5, 2013 (See Note 6).

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300.  This note payable is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 6).

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000.  This note payable is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 6).

On October 1, 2008, a Corporation owned by the president loaned the Company $308. This note payable is unsecured, non-interest bearing, and due on October 1, 2011.   The note was repaid on February 18, 2009 (See Note 6).

On May 23, 2008, a Corporation owned by the president loaned the Company $2,300.  This note payable is unsecured, non-interest bearing, and due on May 23, 2011.  The note was repaid on February 18, 2009 (See Note 6).  

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This note payable is unsecured, non-interest bearing, and due on May 8, 2011.  The note was repaid on February 18, 2009 (See Note 6).

7

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

On February 11, 2008, a Corporation owned by the president loaned the Company $5,000. This note payable is unsecured, non-interest bearing, and due on February 11, 2011. The note was repaid on October 28, 2008 (See Note 6).

On January 11, 2008, a Corporation owned by the president advanced the Company $5,000. The advance was converted to a note payable on August 26, 2008. This note payable is unsecured, non-interest bearing, and due on August 26, 2011. The note was repaid on October 28, 2008 (See Note 6).

NOTE 4 STOCKHOLDERS’ DEFICIENCY

(A) Stock Issued for Cash

During January 31, 2011 the Company entered into a stock purchase agreement with a related party to issue 1,000,000 shares of common stock for cash and services of $1,000 and recorded the fair value of common stock of $250,000 ($0.25/share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 6).

On August 5, 2009, the Company entered into a stock purchase agreement with a related party to issue 65,000 shares of common stock for cash and services of $65 and recorded the fair value of the common stock of $16,250 ($0.25/ share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 6).

In March 2009, the Company entered into a subscription agreement to issue 20,345 shares of common stock for cash of $5,086 ($0.25/share).

In October 2008, the Company entered into stock purchase agreements to issue a combined 135,771 shares of common stock for cash to various parties totaling $137($0.001/ share).

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

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

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

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

8

 ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

In September 2008, the Company entered into stock purchase agreements with 400 investors for 400,000 shares for cash of $2,000 ($0.005 per share).

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

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

(B) In-Kind Contribution

For the six months ended June 30, 2011, the Company recorded $1,000 of legal services as an in – kind contribution.

For the year ended December 31, 2010, the Company recorded $2,000 of legal services as an in – kind contribution.

For the six months ended June 30, 2011, the Company recorded $602 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31, 2010, the Company recorded $508 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31 2009, the Company recorded $36 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $18,400 (See Note 6).

For the year ended December 31, 2008, the Company recorded $508 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).

As of December 31, 2007 a shareholder of the Company contributed services having a fair value of $3,600 (See Note 6).

As of December 31, 2007, a shareholder of the Company paid $198 of the Company’s expenses. The transaction was treated as an in kind contribution of expenses and charged to additional paid in capital (See Note 6).

9

 ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

(C) Stock Issued for Services

On November 1, 2007, the Company issued 5,000 shares of common stock to its founders having a fair value of $5 ($0.001/share) in exchange for services provided (See Note 6).

NOTE 5 COMMITMENTS

On September 1, 2008, the Company entered into a consulting agreement with a related party. The Company is required to pay $10,000 a month. The agreement will remain in effect unless either party desires to cancel the agreement.  As of June 30, 2011, $155,000 was paid for services performed by the consultant through June 30, 2011 and $185,000 is accrued as a related party accounts payable (See Note 6).

NOTE 6 RELATED PARTY TRANSACTIONS

On April 4, 2011, a Corporation owned by the president paid expenses on behalf of the Company of $4,000.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 3).

On April 4, 2011, a Corporation owned by the president loaned the Company $6,300.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 3).

During January 31, 2011 the Company entered into a stock purchase agreement with a related party to issue 1,000,000 shares of common stock for cash and services of $1,000 and recorded the fair value of common stock of $250,000 ($0.25/share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 4(A)).

On November 5, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on November 5, 2013 (See Note 3).

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300.  This note payable is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 3).

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 3).

For the six months ended June 30, 2011, the Company recorded $602 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

10

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

For the year ended December 31, 2010, the Company recorded $508 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

For the year ended December 31, 2009, the Company recorded $36 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

On September 21, 2009, the Company paid $2,300 of expenses on behalf of Alpine Alpha 3, LTD.  This is a related party transaction.  The amount of $2,300 was repaid by Alpine Alpha 3, Ltd to Alpine Alpha 1, LTD on October 6, 2009.

On August 26, 2009, the Company paid $1,300 of expenses on behalf of Alpine Alpha 2, LTD.  This is a related party transaction.  The amount of $1,300 was repaid by Alpine Alpha 2, Ltd to Alpine Alpha 1, LTD on October 6, 2009.

On August 5, 2009, the Company entered into a stock purchase agreement with a related party to issue 65,000 shares of common stock for cash and services of $65 and recorded the fair value of the common stock of $16,250 ($0.25/ share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 4(A)).

On February 6, 2009, the Company transferred $1,000 from the Company credit card into Alpine Alpha 2, LTD to assist in paying off expenses.  This is a related party transaction.  The amount of $1,075, principal plus interest, was repaid by Alpine Alpha 2, Ltd. to the credit card on February 25, 2009.

On February 6, 2009, the Company transferred $950 from the Company credit card into Alpine Alpha 3, LTD to assist in paying off expenses.  This is a related party transaction.  The amount of $1,025, principal plus interest, was repaid by Alpine Alpha 3, Ltd. to the credit card on February 25, 2009.

For the year ended December 31, 2008, the Company recorded $508 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 4(B)).

11

ALPINE ALPHA 1, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2011

(UNAUDITED)

On September 1, 2008, the Company entered into a consulting agreement with a related party. The Company is required to pay $10,000 a month. The agreement will remain in effect unless either party desires to cancel the agreement.  As of June 30, 2011, $155,000 was paid for services performed by the consultant through June 30, 2011 and $185,000 is accrued as a related party accounts payable (See Note 5).

For the year ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $18,400 (See Note 4(B)).

On October 1, 2008, a Corporation owned by the president loaned the Company $308. This note payable is unsecured, non-interest bearing, and due on October 1, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On May 23, 2008 a Corporation owned by the president loaned the Company $2,300.  This note payable is unsecured, non-interest bearing, and due on May 23, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This advance is unsecured, non-interest bearing, and due on May 8, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On February 11, 2008 a Corporation owned by the president loaned the Company $5,000. This note payable is unsecured, non-interest bearing, and due on February 11, 2011. The loan was repaid on October 28, 2008 (See Note 3).

On January 11, 2008, a corporation owned by the Company’s president advanced the Company $5,000. The advance was converted to a note payable on August 26, 2008.  This advance is unsecured, non-interest bearing, and due on August 26, 2011.  The loan was repaid on October 28, 2008 (See Note 3).

As of December 31, 2007, the shareholder of the Company contributed services having a fair value of $3,600 (See Note 4(B)).

As of December 31, 2007, the shareholder of the Company paid $198 of the Company’s expenses. The transaction was treated as an in kind contribution of expenses and charged to additional paid in capital (See Note 4(B))

On November 1, 2007, the Company issued 5,000 shares of common stock to its founders having a fair value of $5 ($0.001/share) in exchange for services provided (See Note 4 (C)).

NOTE 7 NON-BINDING LETTER OF INTENT

On February 3, 2009, the Company entered into a non binding letter of intent to acquire 100% of the issued and outstanding shares of a company for approximately 36,315,517 shares of common stock of Alpine Alpha 1, Ltd. and the payment of $200,000 if the net income of the acquiree is between $2.5 million and $5.0 million, $0 if the net income is over $5.0 million and any amount to be determined if the net income is less than $2.5 million.  The letter of intent calls for a non refundable, non creditable deposit of $100,000 as a commitment fee in addition to the fees due upon signing a definitive agreement based on the net income of the acquiree.  The $100,000 was received on February 20, 2009 and is reflected in the condensed statements of operations as other income.  The final terms are subject to entering into a final definitive agreement by May 1, 2009.  As of May 1, 2009, no agreement has been reached and the LOI has expired.

On August 15, 2009, the Company entered into a non binding letter of intent to sell 96.5% of the issued and outstanding shares of the company for the payment of $200,000 if the net income of the acquiree is between $10 million and $15 million, $100,000 if the net income of the acquiree is between $15 million and $20 million, $0 if the net income is over $20 million and any amount to be determined if the net income is less than $10 million.  The letter of intent calls for a non refundable, creditable deposit of $75,000 as a commitment fee in addition to the fees due upon signing a definitive agreement based on the net income of the acquiree.  The $75,000 was received on August 15, 2009 and is reflected in the condensed statements of operations as other income.  The final terms are subject to entering into a final definitive agreement by September 15, 2009.  As of September 15, 2009, no agreement was reached and the LOI has expired.

12

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

FORWARD-LOOKING STATEMENTS

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed  financial statements and the notes to those financial statements appearing elsewhere in this Form 10-Q.

Certain statements in this Report, and the documents incorporated by reference herein, constitute forward-looking statements. Such forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

GENERAL

Alpine Alpha 1, Ltd. (“the Company”) was incorporated on October 29, 2007 under the laws of the State of Delaware. As a “blank check” entity, the current purpose of the Company is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a Securities Exchange Act of 1934 registered corporation.  The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company's officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company.

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

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

MANAGEMENT

The Company is in the development stage and currently has no full-time employees.  Mr. James Hahn is the Company's sole officer and director.  All references herein to management of the Company are to Mr. Hahn. Mr. Hahn, as President of the Company, has agreed to allocate a limited portion of his time to the activities of the Company without compensation.  Potential conflicts may arise with respect to the limited time commitment by Mr. Hahn and the potential demands of the Company's activities.

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

SEARCH FOR BUSINESS OPPORTUNITIES

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

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

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

EVALUATION OF BUSINESS OPPORTUNITIES

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

Under the Exchange Act, any merger or acquisition candidate will become subject to the same reporting requirements of the Exchange Act as the Company following consummation of any merger or acquisition.  Thus, in the event the Company successfully completes the acquisition of or merger with an operating business entity, that business entity must provide audited financial statements for at least two most recent fiscal years or, in the event the business entity has been in business for less than two years, audited financial statements will be required from the period of inception.  Acquisition candidates that do not have or are unable to obtain the required audited statements may not be considered appropriate for acquisition.  The Company will not acquire or merge with any entity which cannot provide audited financial statements at or within a required period of time after closing of the proposed transaction.  The audited financial statements of the acquired company must be furnished within 75 days following the effective date of a business combination.

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

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

ACQUISITION OF A BUSINESS OPPORTUNITY

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

The Company generated no revenue during the second quarter of fiscal 2011.

However, a total of $33,617 of operating expenses were incurred during the three months ended June 30, 2011, which primarily consists of legal and accounting professional fees and other general and administrative expenses such as related party salary and business development expenses. Such operating expenses also include a monthly fee of $10,000 payable to Alpine Venture Associates, a related party consultant that is controlled by Mr. Hahn, pursuant to a Consulting Agreement dated September 1, 2008. A total of $155,000 was paid for services performed by the consultant through June 30, 2011 and $185,000 was accrued as a related party accounts payable.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

Regardless of whether the Company's cash assets prove to be inadequate to meet the Company's operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

CRITICAL ACCOUNTING POLICIES

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our condensed results of operations, financial position or liquidity for the periods presented in this report.

OFF-BALANCE SHEET ARRANGEMENT

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.     Controls and Procedures

(a)           Disclosure Controls and Procedures.

Under the supervision and with the participation of the Company’s management, including the principal executive officer and principal financial officer, as of the end of the period covered by this report, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in the Company’s reports to the Commission is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that, as of the period covered by this report, the Company’s disclosure controls and procedures are effective at these reasonable assurance levels.

Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.

(b)      Changes in Internal Control over Financial Reporting

During the three months ended June 30, 2011, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Removed and Reserved.

Item 5. Other Information

Not applicable.

Item 6.     Exhibits

EXHIBIT NUMBER	DESCRIPTION
31.1	Certification pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. 1350.

SIGNATURES

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

	ALPINE ALPHA 1, LTD. (Registrant)
Date: July 29, 2011	By:	/s/ James Hahn
		James Hahn
		Chief Executive Officer and President
		(principal executive officer) &
		Chief Financial Officer (principal
		financial officer and principal accounting officer)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, James Hahn, as Chief Executive Officer and Chief Financial Officer, hereby certify that:

(1) I have reviewed this quarterly report on Form 10-Q of Alpine Alpha 1, Ltd. (the "Company") for the quarter ended June 30, 2011;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 29, 2011

/s/ James Hahn

James Hahn

Chief Executive Officer and President

(principal executive officer) &

Chief Financial Officer (principal financial

officer and principal accounting officer)

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of Alpine Alpha 1, Ltd. (the "Company") for the quarter ended June 30, 2011, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),  I certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James Hahn

James Hahn

Chief Executive Officer and President

(principal executive officer) &

Chief Financial Officer (principal financial

officer and principal accounting officer)

Date: July 29, 2011

A signed original of this written statement required by Section 906 has been provided to Alpine Alpha 1, Ltd. and will be retained by Alpine Alpha 1, Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

XML



Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 29, 2011
Document and Entity Information [Abstract]
Entity Registrant Name	Alpine Alpha 1, Ltd.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,826,478
Amendment Flag	false
Entity Central Index Key	0001444090
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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Note 3 - Notes Payable Related Party

3 Months Ended

Jun. 30, 2011

Debt Disclosure [Text Block]

NOTE 3 NOTES PAYABLE – RELATED PARTY

On April 4, 2011, a Corporation owned by the president loaned the Company $6,300.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 6).

On April 4, 2011, a Corporation owned by the president paid expenses on behalf of the Company of $4,000.  This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 6).

On November 5, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on November 5, 2013 (See Note 6).

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300.  This note payable is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 6).

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000.  This note payable is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 6).

On October 1, 2008, a Corporation owned by the president loaned the Company $308. This note payable is unsecured, non-interest bearing, and due on October 1, 2011.   The note was repaid on February 18, 2009 (See Note 6).

On May 23, 2008, a Corporation owned by the president loaned the Company $2,300.  This note payable is unsecured, non-interest bearing, and due on May 23, 2011.  The note was repaid on February 18, 2009 (See Note 6).  

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This note payable is unsecured, non-interest bearing, and due on May 8, 2011.  The note was repaid on February 18, 2009 (See Note 6).

On February 11, 2008, a Corporation owned by the president loaned the Company $5,000. This note payable is unsecured, non-interest bearing, and due on February 11, 2011. The note was repaid on October 28, 2008 (See Note 6).

On January 11, 2008, a Corporation owned by the president advanced the Company $5,000. The advance was converted to a note payable on August 26, 2008. This note payable is unsecured, non-interest bearing, and due on August 26, 2011. The note was repaid on October 28, 2008 (See Note 6).

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Note 4 - Stockholders Deficiency

3 Months Ended

Jun. 30, 2011

Stockholders' Equity Note Disclosure [Text Block]

NOTE 4 STOCKHOLDERS’ DEFICIENCY

(A) StockIssued for Cash

During January 31, 2011 the Company entered into a stock purchase agreement with a related party to issue 1,000,000 shares of common stock for cash and services of $1,000 and recorded the fair value of common stock of $250,000 ($0.25/share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 6).

On August 5, 2009, the Company entered into a stock purchase agreement with a related party to issue 65,000 shares of common stock for cash and services of $65 and recorded the fair value of the common stock of $16,250 ($0.25/ share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 6).

In March 2009, the Company entered into a subscription agreement to issue 20,345 shares of common stock for cash of $5,086 ($0.25/share).

In October 2008, the Company entered into stock purchase agreements to issue a combined 135,771 shares of common stock for cash to various parties totaling $137($0.001/ share).

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

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

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

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

In September 2008, the Company entered into stock purchase agreements with 400 investors for 400,000 shares for cash of $2,000 ($0.005 per share).

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

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

(B) In-Kind Contribution

For the six months ended June 30, 2011, the Company recorded $1,000 of legal services as an in – kind contribution.

For the year ended December 31, 2010, the Company recorded $2,000 of legal services as an in – kind contribution.

For the six months ended June 30, 2011, the Company recorded $602 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31, 2010, the Company recorded $508 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31 2009, the Company recorded $36 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 6).

For the year ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $18,400 (See Note 6).

For the year ended December 31, 2008, the Company recorded $508 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).

As of December 31, 2007 a shareholder of the Company contributed services having a fair value of $3,600 (See Note 6).

As of December 31, 2007, a shareholder of the Company paid $198 of the Company’s expenses. The transaction was treated as an in kind contribution of expenses and charged to additional paid in capital (See Note 6).

(C) Stock Issued for Services

On November 1, 2007, the Company issued 5,000 shares of common stock to its founders having a fair value of $5 ($0.001/share) in exchange for services provided (See Note 6).

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Note 5 - Commitments

3 Months Ended

Jun. 30, 2011

Commitments Disclosure [Text Block]

NOTE 5 COMMITMENTS

On September 1, 2008, the Company entered into a consulting agreement with a related party. The Company is required to pay $10,000 a month. The agreement will remain in effect unless either party desires to cancel the agreement.  As of June 30, 2011, $155,000 was paid for services performed by the consultant through June 30, 2011 and $185,000 is accrued as a related party accounts payable (See Note 6).

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Note 6 - Related Party Transactions

3 Months Ended

Jun. 30, 2011

Related Party Transactions Disclosure [Text Block]

NOTE 6 RELATED PARTY TRANSACTIONS

On April 4, 2011, a Corporation owned by the president paid expenses on behalf of the Company of $4,000.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 3).

On April 4, 2011, a Corporation owned by the president loaned the Company $6,300.    This note payable is unsecured, non-interest bearing, and due on April 4, 2014 (See Note 3).

During January 31, 2011 the Company entered into a stock purchase agreement with a related party to issue 1,000,000 shares of common stock for cash and services of $1,000 and recorded the fair value of common stock of $250,000 ($0.25/share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 4(A)).

On November 5, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on November 5, 2013 (See Note 3).

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300.  This note payable is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 3).

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000. This note payable is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 3).

For the six months ended June 30, 2011, the Company recorded $602 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

For the year ended December 31, 2010, the Company recorded $508 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

For the year ended December 31, 2009, the Company recorded $36 of imputed interest related to shareholder notes payable as an in-kind contribution (See Note 4(B)).

On September 21, 2009, the Company paid $2,300 of expenses on behalf of Alpine Alpha 3, LTD.  This is a related party transaction.  The amount of $2,300 was repaid by Alpine Alpha 3, Ltd to Alpine Alpha 1, LTD on October 6, 2009.

On August 26, 2009, the Company paid $1,300 of expenses on behalf of Alpine Alpha 2, LTD.  This is a related party transaction.  The amount of $1,300 was repaid by Alpine Alpha 2, Ltd to Alpine Alpha 1, LTD on October 6, 2009.

On August 5, 2009, the Company entered into a stock purchase agreement with a related party to issue 65,000 shares of common stock for cash and services of $65 and recorded the fair value of the common stock of $16,250 ($0.25/ share).  The difference between the fair value and cash proceeds was treated as additional stock compensation (See Note 4(A)).

On February 6, 2009, the Company transferred $1,000 from the Company credit card into Alpine Alpha 2, LTD to assist in paying off expenses.  This is a related party transaction.  The amount of $1,075, principal plus interest, was repaid by Alpine Alpha 2, Ltd. to the credit card on February 25, 2009.

On February 6, 2009, the Company transferred $950 from the Company credit card into Alpine Alpha 3, LTD to assist in paying off expenses.  This is a related party transaction.  The amount of $1,025, principal plus interest, was repaid by Alpine Alpha 3, Ltd. to the credit card on February 25, 2009.

For the year ended December 31, 2008, the Company recorded $508 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 4(B)).

On September 1, 2008, the Company entered into a consulting agreement with a related party. The Company is required to pay $10,000 a month. The agreement will remain in effect unless either party desires to cancel the agreement.  As of June 30, 2011, $155,000 was paid for services performed by the consultant through June 30, 2011 and $185,000 is accrued as a related party accounts payable (See Note 5).

For the year ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $18,400 (See Note 4(B)).

On October 1, 2008, a Corporation owned by the president loaned the Company $308. This note payable is unsecured, non-interest bearing, and due on October 1, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On May 23, 2008 a Corporation owned by the president loaned the Company $2,300.  This note payable is unsecured, non-interest bearing, and due on May 23, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This advance is unsecured, non-interest bearing, and due on May 8, 2011.  The note was repaid on February 18, 2009 (See Note 3).

On February 11, 2008 a Corporation owned by the president loaned the Company $5,000. This note payable is unsecured, non-interest bearing, and due on February 11, 2011. The loan was repaid on October 28, 2008 (See Note 3).

On January 11, 2008, a corporation owned by the Company’s president advanced the Company $5,000. The advance was converted to a note payable on August 26, 2008.  This advance is unsecured, non-interest bearing, and due on August 26, 2011.  The loan was repaid on October 28, 2008 (See Note 3).

As of December 31, 2007, the shareholder of the Company contributed services having a fair value of $3,600 (See Note 4(B)).

As of December 31, 2007, the shareholder of the Company paid $198 of the Company’s expenses. The transaction was treated as an in kind contribution of expenses and charged to additional paid in capital (See Note 4(B))

On November 1, 2007, the Company issued 5,000 shares of common stock to its founders having a fair value of $5 ($0.001/share) in exchange for services provided (See Note 4 (C)).

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Note 7 - Non Binding Letter of Intent

3 Months Ended

Jun. 30, 2011

Business Combination Disclosure [Text Block]

NOTE 7 NON-BINDING LETTER OF INTENT

On February 3, 2009, the Company entered into a non binding letter of intent to acquire 100% of the issued and outstanding shares of a company for approximately 36,315,517 shares of common stock of Alpine Alpha 1, Ltd. and the payment of $200,000 if the net income of the acquiree is between $2.5 million and $5.0 million, $0 if the net income is over $5.0 million and any amount to be determined if the net income is less than $2.5 million.  The letter of intent calls for a non refundable, non creditable deposit of $100,000 as a commitment fee in addition to the fees due upon signing a definitive agreement based on the net income of the acquiree.  The $100,000 was received on February 20, 2009 and is reflected in the condensed statements of operations as other income.  The final terms are subject to entering into a final definitive agreement by May 1, 2009.  As of May 1, 2009, no agreement has been reached and the LOI has expired.

On August 15, 2009, the Company entered into a non binding letter of intent to sell 96.5% of the issued and outstanding shares of the company for the payment of $200,000 if the net income of the acquiree is between $10 million and $15 million, $100,000 if the net income of the acquiree is between $15 million and $20 million, $0 if the net income is over $20 million and any amount to be determined if the net income is less than $10 million.  The letter of intent calls for a non refundable, creditable deposit of $75,000 as a commitment fee in addition to the fees due upon signing a definitive agreement based on the net income of the acquiree.  The $75,000 was received on August 15, 2009 and is reflected in the condensed statements of operations as other income.  The final terms are subject to entering into a final definitive agreement by September 15, 2009.  As of September 15, 2009, no agreement was reached and the LOI has expired.

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Condensed Balance Sheets (Unaudited) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current Assets
Cash	$ 3,985	$ 3,950
Prepaid Expenses	3,000	150
Total Assets	6,985	4,100
Current Liabilities
Accounts Payable - related party	185,000	125,000
Total Current Liabilities	185,000	125,000
Long Term Liabilities
Notes Payable - related party	25,600	15,300
Total Liabilities	210,600	140,300
Commitments and Contingencies		0
Preferred stock, $0.001 par value; 1,000,000 shares authorized, none issued and outstanding		0
Common stock, $0.001 par value; 50,000,000 shares authorized, 1,826,478 and 826,478 issued and outstanding, respectively	1,826	826
Additional paid-in capital	309,785	59,183
Deficit accumulated during the development stage	(515,226)	(196,209)
Total Stockholders' Deficiency	(203,615)	(136,200)
Total Liabilities and Stockholders' Deficiency	$ 6,985	$ 4,100

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Condensed Balance Sheets (Unaudited) (Parentheticals) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred stock par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock shares authorized	1,000,000	1,000,000
Preferred stock Shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock shares authorized	50,000,000	50,000,000
Common stock shares issued	1,826,478	826,478
Common stock shares outstanding	1,826,478	826,478

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Condensed Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		44 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Professional fees	$ 2,600	$ 2,600	$ 7,800	$ 8,000	$ 54,567
Consulting expense - related party	30,000	30,000	60,000	60,000	340,000
Stock compensation			249,000		265,185
General and administrative	1,017	198	1,615	339	27,505
Total Operating Expenses	33,617	32,798	318,415	68,339	687,257
Loss from Operations	(33,617)	(32,798)	(318,415)	(68,339)	(687,257)
Other income					175,000
Interest expense	(376)	(104)	(602)	(171)	(1,654)
LOSS FROM OPERATIONS BEFORE INCOME TAXES	(33,993)	(32,902)	(319,017)	(68,510)	(513,911)
Provision for Income Taxes					(1,315)
NET LOSS	$ (33,993)	$ (32,902)	$ (319,017)	$ (68,510)	$ (515,226)
Loss Per Share - Basic and Diluted (in Dollars per share)	$ (0.02)	$ (0.04)	$ (0.19)	$ (0.08)
Weighted average number of shares outstanding during the period - Basic and Diluted (in Shares)	1,826,478	826,478	1,655,207	826,478

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Statement of Changes in Stockholders' Deficiency (Unaudited) (USD $)	12 Months Ended	2 Months Ended	12 Months Ended		2 Months Ended			12 Months Ended	6 Months Ended		12 Months Ended	2 Months Ended		12 Months Ended							6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended							12 Months Ended				2 Months Ended	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2007 Services [Member]	Dec. 31, 2008 Services [Member] Issuedfor Cash [Member]	Dec. 31, 2008 Services [Member] Issuedfor Cash [Member] Additional Paid-in Capital [Member]	Dec. 31, 2007 Services [Member] Additional Paid-in Capital [Member]	Dec. 31, 2007 Expense [Member]	Dec. 31, 2007 Expense [Member] Additional Paid-in Capital [Member]	Dec. 31, 2010 Legal Services [Member]	Jun. 30, 2011 Legal Services [Member] Issuedfor Cashand Services [Member]	Jun. 30, 2011 Legal Services [Member] Issuedfor Cashand Services [Member] Additional Paid-in Capital [Member]	Dec. 31, 2010 Legal Services [Member] Additional Paid-in Capital [Member]	Dec. 31, 2007 Founder [Member]	Dec. 31, 2007 Founder [Member] Common Stock [Member]	Dec. 31, 2009 Issuedfor Cash [Member]	Dec. 31, 2008 Issuedfor Cash [Member]	Dec. 31, 2009 Issuedfor Cash [Member] Common Stock [Member]	Dec. 31, 2008 Issuedfor Cash [Member] Common Stock [Member]	Dec. 31, 2009 Issuedfor Cash [Member] Additional Paid-in Capital [Member]	Dec. 31, 2008 Issuedfor Cash [Member] Additional Paid-in Capital [Member]	Dec. 31, 2008 Issuedfor Cash [Member] Deficit Accumlated During Development Stage [Member]	Jun. 30, 2011 Issuedfor Cashand Services [Member]	Dec. 31, 2009 Issuedfor Cashand Services [Member]	Jun. 30, 2011 Issuedfor Cashand Services [Member] Common Stock [Member]	Dec. 31, 2009 Issuedfor Cashand Services [Member] Common Stock [Member]	Jun. 30, 2011 Issuedfor Cashand Services [Member] Additional Paid-in Capital [Member]	Dec. 31, 2009 Issuedfor Cashand Services [Member] Additional Paid-in Capital [Member]	Jun. 30, 2011 Issuedfor Cashand Services [Member] Deficit Accumlated During Development Stage [Member]	Dec. 31, 2009 Issuedfor Cashand Services [Member] Deficit Accumlated During Development Stage [Member]	Oct. 28, 2007 Preferred Stock [Member]	Jun. 30, 2011 Common Stock [Member]	Dec. 31, 2010 Common Stock [Member]	Dec. 31, 2009 Common Stock [Member]	Dec. 31, 2008 Common Stock [Member]	Dec. 31, 2007 Common Stock [Member]	Dec. 31, 2010 Additional Paid-in Capital [Member]	Jun. 30, 2011 Additional Paid-in Capital [Member]	Dec. 31, 2008 Additional Paid-in Capital [Member]	Dec. 31, 2007 Additional Paid-in Capital [Member]	Dec. 31, 2007 Deficit Accumlated During Development Stage [Member]	Dec. 31, 2010 Deficit Accumlated During Development Stage [Member]	Jun. 30, 2011 Deficit Accumlated During Development Stage [Member]	Dec. 31, 2008 Deficit Accumlated During Development Stage [Member]
Common stock issued												$ 5	$ 5	$ 5,086	$ 13,418	$ 20	$ 736	$ 5,066	$ 12,682		$ 250,000	$ 16,250	$ 1,000	$ 65	$ 249,000	$ 16,185
Common stock issued (in Shares)													5,000			20,345	736,133						1,000,000	65,000
In kind interest	508														508				508		602	36			602	36									508
In kind expense		3,600	18,400	18,400	3,600	198	198	2,000	1,000	1,000	2,000
Net income (loss)	(134,443)														(79,559)					(79,559)	(319,017)	22,116					(319,017)	22,116											(4,323)	(134,443)
Balance	(4,265)																													1,826	826	826	741	5	56,675	309,785	35,388	3,798		(61,766)	(515,226)	(83,882)
Balance (in Shares)																													0	1,826,478	826,478	826,478	741,133	5,000
Balance	$ (136,200)																													$ 1,826	$ 826	$ 826	$ 741	$ 5	$ 59,183	$ 309,785	$ 35,388	$ 3,798	$ (4,323)	$ (196,209)	$ (515,226)	$ (83,882)
Balance (in Shares)	826,478																												0	1,826,478	826,478	826,478	741,133	5,000

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Statement of Changes in Stockholders' Deficiency (Unaudited) (Parentheticals) (USD $)	Jun. 30, 2011 Common Stock Issue Value [Member]	Dec. 31, 2009 Common Stock Issue Value [Member]	Dec. 31, 2008 Common Stock Issue Value [Member]	Dec. 31, 2007 Common Stock Issue Value [Member]	Jun. 30, 2011 Common Stock Issue Value [Member] Common Stock [Member]	Dec. 31, 2009 Common Stock Issue Value [Member] Common Stock [Member]	Dec. 31, 2008 Common Stock Issue Value [Member] Common Stock [Member]	Dec. 31, 2007 Common Stock Issue Value [Member] Common Stock [Member]	Dec. 31, 2009 Common Stock Issue Value Services Cash [Member]	Dec. 31, 2009 Common Stock Issue Value Services Cash [Member] Common Stock [Member]
Common stock issued per share	$ 0.25	$ 0.25	$ 0.18	$ 0.001	$ 0.25	$ 0.25	$ 0.18	$ 0.001	$ 0.25	$ 0.25

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Condensed Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		44 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011
Net Loss	$ (319,017)	$ (68,510)	$ (515,226)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services from president			22,005
In-kind contribution of legal services	1,000	1,000	3,000
In-kind contribution of interest	602	171	1,654
In-kind contribution of expenses			198
Common stock issued for services	249,000		265,185
Changes in operating assets and liabilities:
Increase in prepaid expenses	(2,850)	(450)	(3,000)
Increase in accounts payable- related party	60,000	60,000	185,000
Net Cash Used In Operating Activities	(11,265)	(7,789)	(41,184)
Proceeds from notes payable - related party	10,300	9,300	40,208
Repayment of notes payable - related party			(14,608)
Proceeds from loan - overdraft line			1,150
Repayment of loan - overdraft line			(1,150)
Proceeds from issuance of common stock	1,000		19,569
Net Cash Provided by Financing Activities	11,300	9,300	45,169
Net Increase in Cash	35	1,511	3,985
Cash at Beginning of Period	3,950	735
Cash at End of Period	3,985	2,246	3,985
Cash paid for interest			0
Cash paid for taxes			$ 1,315
Supplemental disclosure of non-cash investing and financing activities:

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Note 1 - Summary of Significant Accounting Policies and Organization

3 Months Ended

Jun. 30, 2011

Significant Accounting Policies [Text Block]

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

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

(B) Use of Estimates

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

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At June 30, 2011 and December 31, 2010, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.”  As of June 30, 2011 and 2010, there were no common share equivalents outstanding.

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(F) Business Segments

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

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(H) Fair Value of Financial Instruments

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

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Note 2 - Going Concern

3 Months Ended

Jun. 30, 2011

Going Concern Note

NOTE 2 GOING CONCERN

As reflected in the accompanying condensed unaudited financial statements, the Company is in the development stage with limited operations.  The Company has a net loss since inception of $515,226 and used cash in operations of $41,184 for the period from October 29, 2007 (inception) to June 30, 2011 and a working capital deficiency of $178,015 and stockholders’ deficiency of $203,615 at June 30, 2011.

This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.