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EX-32.1 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - American Patriot Brands, Inc.f10q0911ex32i_trigacq.htm
EX-31.1 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - American Patriot Brands, Inc.f10q0911ex31i_trigacq.htm
EX-32.2 - CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT - American Patriot Brands, Inc.f10q0911ex32ii_trigacq.htm
EXCEL - IDEA: XBRL DOCUMENT - American Patriot Brands, Inc.Financial_Report.xls
EX-31.2 - CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT - American Patriot Brands, Inc.f10q0911ex31ii_trigacq.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
     
 
FORM 10-Q
 
x
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2011
 
or
 
o
  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: 000-54070
 
     
 
TRIG ACQUISITION 1, INC.
 (Exact name of registrant as specified in its charter)
 
NEVADA
 
27-3120288
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
300 South Pine Island Road
Suite 305
Plantation, Florida 33324
(Address of principal executive offices) (Zip Code)
 
(954) 467-8170
(Registrant’s telephone number, including area code)
 
N/A
(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 o
 
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 Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 o
 
As of November 16, 2011, there were 1,000,000 outstanding shares of common stock, par value $0.001 per share, of the registrant.
 
 
 

 
 
Form 10-Q Quarterly Report
INDEX
 
PART I
FINANCIAL INFORMATION
Item 1
 
Financial Statements
 
   
Balance Sheets as of September 30, 2011 (UNAUDITED) and December 31, 2010
1
   
Stat Statements of Operations (UNAUDITED) for the six months ended September 30, 2011 and 2010
2
   
Statements of Changes in Shareholders' Equity (UNAUDITED) for the six months ended September 30, 2011
3
   
Stat Statements of Cash Flows (UNAUDITED) for the six months ended September 30, 2011 and 2010
4
   
Notes to UNAUDITED Financial Statements 
5
Item 2 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
Item 3 
 
Quantitative and Qualitative Disclosures About Market Risk 
10
Item 4
 
Controls and Procedures
10
PART II
OTHER INFORMATION
Item 1
 
Legal Proceedings
11
Item 1A 
 
Risk Factors 
11
Item 2
 
Unregistered Sales of Equity Securities and Use of Proceeds Risk Factors
11
Item 3 
 
Defaults Upon Senior Securities 
11
Item 4
 
(Removed and Reserved)
11
Item 5 
 
Other Information 
  11
Item 6
 
Exhibits
11
   
Signatures 
12
 
 
 

 
 
PART I—FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
 
TRIG ACQUISITION 1, INC.
           
(a Development Stage Company)
           
Condensed Balance Sheets
           
             
   
As of
   
As of
 
   
September 30, 2011
   
December 31, 2010
 
   
(Unaudited)
       
             
Assets
           
             
Current Assets
           
Cash
  $ 26,264     $ -  
 Total Assets
  $ 26,264     $ -  
                 
                 
Liabilities and Stockholders' Equity
               
                 
Current Liabilities
               
Accounts Payable and Accrued Expenses
  $ 36,339     $ 11,488  
  Total Liabilities
    36,339       11,488  
                 
Commitments and Contingencies
               
                 
Stockholders' Equity
               
Preferred stock, $0.001 par value; 10,000,000 shared authorized,
               
   400,000 and 0 shares issued and outstanding, respectively
    400       -  
Common stock, $0.001 par value; 100,000,000 shares authorized,
               
   1,000,000 issued and outstanding, respectively
    1,000       1,000  
Additional paid-in capital
    192,758       -  
Deficit accumulated during the development stage
    (204,233 )     (12,488 )
Total Stockholders' Deficiency
    (10,075 )     (11,488 )
                 
Total liabilities and Stockholders' Deficiency
  $ 26,264     $ -  
 
See Accompanying Notes to Financial Statements
 
 
1

 
 
 
TRIG ACQUISITION 1, INC.
                             
(a Development Stage Company)
                             
Condensed Statement of Operations
                             
(Unaudited)
                             
                           
For the
 
   
For the
   
For the
   
For the
   
For the
   
period from
 
   
nine month
   
nine month
   
three month
   
three month
   
December 31, 2009
 
   
period ended
   
period ended
   
period ended
   
period ended
   
(Inception) to
 
   
September 30, 2011
   
September 30, 2010
   
September 30, 2011
   
September 30, 2010
   
September 30, 2011
 
                               
Operating Expenses
                             
  Professional fees
  $ 158,399     $ 7,369     $ 30,000     $ 7,369     $ 169,887  
  General and Administrative
    33,346               15,039       -       34,346  
  Total Operating Expenses
    191,745       7,369       45,039       7,369       204,233  
                                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (191,745 )     (7,369 )     (45,039 )     (7,369 )     (204,233 )
                                         
Provision for Income Taxes
    -       -       -       -       -  
                                         
NET LOSS
  $ (191,745 )   $ (7,369 )   $ (45,039 )   $ (7,369 )   $ (204,233 )
                                         
Net Loss Per Share - Basic and Diluted
  $ (0.19 )   $ (0.01 )     -0.05     $ -0.01     $ -0.20  
                                         
Weighted average number of shares outstanding
                                       
  during the period - Basic and Diluted
    1,000,000       1,000,000       1,000,000       1,000,000       1,000,000  
 
See Accompanying Notes to Financial Statements
 
 
2

 
 
TRIG ACQUISITION 1, INC.
 
(a Development Stage Company)
 
Condensed Statement of Changes in Stockholders' Equity (Deficiency)
 
For the period from December 31, 2009 (Inception) to September 30, 2011
 
(Unaudited)
 
                                   
Deficit
       
                                   
accumulated
   
Total
 
     
Preferred Stock
   
Common Stock
   
Additional
   
during
   
Stockholders'
 
                             
paid-in
   
development
   
Equity
 
     
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
(Deficiency)
 
                                             
Common stock issued
                                           
for services to
                                           
founder
                                           
($0.001 / share)
      -     $ -       1,000,000     $ 1,000     $ -     $ -     $ 1,000  
                                                           
Net loss for the one
                                                         
day period ended
                                                         
31-Dec-09
      -       -       -       -       -       (1,830 )     (1,830 )
                                                           
Balance, December
                                                         
31, 2009       -       -       1,000,000       1,000       -       (1,830 )     (830 )
                                                           
Net loss for the year
                                                         
ended December 31, 2010
      -       -       -       -       -       (10,658 )     (10,658 )
                                                           
Balance December 31, 2010
      -       -       1,000,000       1,000       -       (12,488 )     (11,488 )
                                                           
Issuance of Preferred
                                                         
Stock for cash ($0.50 per share)
                                                         
net of offering
                                                         
net of $6,842 cost
      400,000       400       -       -       192,758       -       193,158  
Net loss for the nine
                                                         
months ended September 30, 1011
                                              (191,745 )     (191,745 )
                                                           
Balance September 30, 2011
      400,000       400       1,000,000       1,000       192,758       (204,233 )     (10,075 )
 
See Accompanying Notes to Financial Statements
 
 
3

 
 
TRIG ACQUISITION 1, INC.
 
(A Development Stage Company)
 
Condensed Statements of Cash Flows
 
(Unaudited)
 
       
                   
 
             
For the
 
   
For the
   
For the
   
period from
 
   
nine month
period ended
   
nine month
period ended
   
December 31, 2009 (Inception)
 
   
September 30, 2011
   
September 30, 2010
   
to September 30, 2011
 
Cash Flows From Operating Activities:
                 
Net Loss
  $ (191,745 )   $ (7,369 )   $ (204,233 )
Adjustments to reconcile net loss to net cash used in operations
                       
Common stock issued for services
    -       -       1,000  
Changes in operating assets and liabilities:
                       
Increase in accounts payable and accrued expenses
    24,851       7,369       36,339  
Net Cash Used In Operating Activities
    (166,894 )     -       (166,894 )
                         
Cash Flows From Investing Activities:
    -       -       -  
                         
Cash Flows From Financing Activities:
                       
Sales of Preferred Stock
    193,158       -       193,158  
                         
Net Cash Provided By Financing Activities
    193,158               193,158  
                         
Net Increase in Cash
    26,264       -       26,264  
                         
Cash at Beginning of Period
    -       -       -  
                         
Cash at End of Period
  $ 26,264     $ -     $ 26,264  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
 
See Accompanying Notes to Financial Statements
 
 
4

 
 
TRIG ACQUISITION 1, INC.
(A Development Stage Company)
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2011
 
 
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Organization

TRIG ACQUISITION 1, INC. F/K/A GSP-1, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on December 31, 2009. The Company was organized to provide business services and financing to emerging growth entities. The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that it will be successful in locating or negotiating with any target company.

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

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.

Cash and cash equivalents

The Company considers all liquid debt instruments with original maturities of three months or less to be cash equivalents.

Fair value of financial instruments

The carrying amounts reported in the balance sheets for accounts payable approximate fair value based on the short-term maturity of these instruments.
 
 
5

 

TRIG ACQUISITION 1, INC.
(A Development Stage Company)
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2011
 
 
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Earnings (loss) per common 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 September 30, 2011 and 2010, there were no common share equivalents outstanding.

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.

Recent accounting pronouncements

In February 2010, the FASB issued ASU 2010-09, which addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The ASU (i) exempts entities that file their financial statements with, or furnish them to, the Commission from disclosing the date through which subsequent events procedures have been performed and (ii) clarifies the circumstances in which an entity’s financial statements would be considered restated and in which the entity would therefore be required to update its subsequent events evaluation since the originally issued or available to be issued financial statements. ASU 2010-09 became effective immediately upon issuance, and the Company adopted its disclosure requirements within the Form 10-K for the year ended December 31, 2010.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

NOTE 2 – SHAREHOLDERS’ EQUITY

Stock Issued for Cash

On February 1, 2011, the Company sold 250,000 shares of Series A Convertible Preferred Stock, par value of $0.001 per share, for $125,000 cash ($0.50/share sales price) and paid offering cost of $6,842. On February 15, 2011, the Company sold 150,000 shares of Series A Convertible Preferred Stock, par value of $0.001 per share, for $75,000 cash ($0.50/shares sales price).
 
NOTE 3 – GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company is in the development stage with limited operations. The Company has a net loss of $204,233 from inception and used cash in operations from inception of $166,894 this raises substantial doubt about its ability to continue as a going concern due to the Company’s recurring expenses coupled with no revenue generation. The ability of the Company to continue as a going concern is dependent on the Company’s ability to 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 capital and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 4 – SUBSEQUENT EVENTS

Management has evaluated the effects of all events subsequent to September 30, 2011 through the date which the financial statements were available to be issued and has concluded that all events requiring adjustment to or disclosure in the financial statements have been made.
 
 
6

 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
Certain of the statements contained in this Quarterly Report on Form 10-Q, including in the “Management’s Discussion and Analysis or Plan of Operation (“MD&A”) and elsewhere in this report are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements herein include, among others, statements addressing management’s views with respect to future financial and operating results and costs associated with the Company’s operations and other similar statements. Various factors, including competitive pressures, market interest rates, changes in insurance carrier mix, regulatory changes, customer and insurance carrier defaults or insolvencies, acquisition of businesses that do not perform as we expect or that are difficult for us to integrate or control, adverse resolution of any contract or other disputes with customers and insurance carriers, or the loss of one or more key insurance carrier relationships, could cause actual outcomes and results to differ materially from those described in forward-looking statements.

The words “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. While we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report on Form 10-Q, we caution you that these statements are based on a combination of facts and factors currently known by us and projections of the future about which we cannot be certain. Many factors, including general business and economic conditions and the risks and uncertainties described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, affect our ability to achieve our objectives. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate. In addition, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, if at all. We may not update these forward-looking statements, even though our situation may change in the future.

We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.
 
 
7

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

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.   On July 6, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) to change its name from “GSP-1, Inc.” to “Trig Acquisition 1, Inc.”
  
We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

During the next 12 months we anticipate incurring costs related to:
 
(i) filing of Exchange Act reports, and
(ii) consummating an acquisition.

We believe the cost associated with the filing of Exchange Act reports and consummating an acquisition will be approximately twenty five thousand dollars ($25,000.00). In addition, we anticipate an approximate cost of five thousand dollars ($5,000.00) for accountants, attorneys and others, associated with investigating specific business opportunities, and the negotiation, drafting and execution of relevant agreements.

We are in the development stage and used cash in operations and have not earned any revenues from operations to date. These conditions raise substantial doubt about our ability to continue as a going concern. We are currently devoting our efforts to locating merger candidates. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering. We do not have any material commitments for capital expenditures relating to the next twelve (12) months.
 
 
8

 
 
Our officers and directors have had preliminary contact or discussions with a representative of an entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our officers and directors intend to seek out an entity to conduct a business combination by networking and communicating with several attorneys, accountants and investment banking firms in the industry.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
 
We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Results of Operations

Because we currently do not have any business operations, we have not had any revenues during the three months ended September 30, 2011 or during the three months ended September 30, 2010. Total expenses for the three months ended September 30, 2011 were $45,039 as compared to $7,369 for the three months ended September 30, 2010.  These expenses were comprised of professional and filing fees.  The increase in total expenses for the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily attributable to fees incurred by us in connection with merger discussion and due diligence costs, advisory fees, professional fees and the preparation of our periodic reports that we are required to file under the Exchange Act.

Liquidity and Capital Resources

On February 1, 2011, the Company held the initial closing of a private placement (“Offering”) of an aggregate of 250,000 shares of Series A Convertible Preferred Stock, par value 0.001 per share, (“Series A Preferred Stock”) in the aggregate amount of $125,000 with certain accredited investors pursuant to certain subscription agreements.  On February 15, 2011, the Company held the final closing of an aggregate of 150,000 shares of Series A Preferred Stock in an aggregate amount of $75,000 as part of the Offering.

As of September 30, 2011, we had $24,264 in cash available and liabilities of $36,339. The Company is actively pursuing merger opportunities as described above and believes that its current available cash will be sufficient for its operations until a merger candidate is selected, but may seek additional financing in connection with a potential business combination or if it otherwise requires additional funds.

Off-Balance Sheet Arrangements

We do not currently have any relationships with unconsolidated entities or financial partnerships, such as entities referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet or other contractually narrow or limited purposes.
 
 
9

 
 
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. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by this Report (the “Evaluation Date”), pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, due to material weaknesses in our control environment and financial reporting process. A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. Our management concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
 
 
1)  
lack of a functioning audit committee due to a lack of a majority of independent members and a  lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in  the establishment and monitoring of required internal control and procedures;
 
2)  
inadequate segregation of duties consistent with control objectives;
 
3)  
ineffective controls over period end financial disclosure and reporting processes; and
 
4)
lack of accounting personnel with adequate experience and training.
                  
As of the date of this Report, the Company does not intend to remedy the foregoing and therefore such material weaknesses in our control environment and financial reporting process will continue. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Change in Internal Control over Financial Reporting.

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings

From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.
 
Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.
 
Item 4. (Removed and Reserved).

Item 5. Other Information.

On November 14, 2011, Jon Gundlach submitted his resignation letter pursuant to which he resigned as an officer and director of the Company.  Mr. Gundlach’s resignation was not in connection with any known disagreement with us on any matter.  A copy of this report has been provided to Mr. Gundlach and he has been provided with the opportunity to furnish us as promptly as possible with a letter addressed to us stating whether he agrees with the statements made by us in this report, and if not, stating the respects in which he does not agree. No such letter has been received by us.  The vacancy created by the resignation of Mr. Gundlach as director has not yet been filled.
 
Item 6.                      Exhibits
 
Exhibit No.
 
Description
     
31.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1+
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
32.2+
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
101.INS *
 
XBRL Instance Document
101.SCH* 
 
XBRL Taxonomy Schema 
101.CAL *
 
XBRL Taxonomy Calculation Linkbase
101.DEF*
 
XBRL Taxonomy Definition Linkbase 
101.LAB *
 
XBRL Taxonomy Label Linkbase
101.PRE*
 
XBRL Taxonomy Presentation Linkbase 

* Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.
 
 
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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.
 
Date: November 16, 2011
Trig Acquisition 1, Inc.
 
       
 
By:
/s/ AJ Cervantes
 
   
AJ Cervantes
 
   
Chief Executive Officer
 
   
(Duly Authorized Officer and Principal Executive Officer)
 
 
 
Date: November 16, 2011
By:
/s/ Norman Kunin
 
   
Norman Kunin
 
   
Chief Financial Officer
 
   
(Principal Financial Officer)
 
 

 
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