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EX-32.1 - CERTIFICATION - American Patriot Brands, Inc.f10q0312ex32i_trig.htm
EX-31.1 - CERTIFICATION - American Patriot Brands, Inc.f10q0312ex31i_trig.htm
EX-31.2 - CERTIFICATION - American Patriot Brands, Inc.f10q0312ex31ii_trig.htm
EX-32.2 - CERTIFICATION - American Patriot Brands, Inc.f10q0312ex32ii_trig.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 March 31, 2012
 
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 May 15, 2012, there were 3,000,000 outstanding shares of common stock, par value $0.001 per share, of the issuer.
 
 
 

 

 
Form 10-Q Quarterly Report
INDEX
 
 
PART I
FINANCIAL INFORMATION
Item 1
 
Financial Statements
 
   
Balance Sheets as of March 31, 2012 (UNAUDITED) and December 31, 2011
1
   
Stat Statements of Operations (UNAUDITED) for the three months ended March 31, 2012 and 2011
2
   
Statements of Changes in Shareholders' Equity (UNAUDITED) for the three months ended March 31, 2012
3
   
Stat Statements of Cash Flows (UNAUDITED) for the three months ended March 31, 2012 and 2011
4
   
Notes to UNAUDITED Financial Statements 
5-7
Item 2 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8
Item 3 
 
Quantitative and Qualitative Disclosures About Market Risk 
9
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
 
Mine Safety Disclosures
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)
 
BALANCE SHEETS
 
             
   
March 31, 2012
   
December 31, 2011
 
   
(Unaudited)
       
ASSETS
 
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 7,274     $ 14,774  
Total assets
  $ 7,274     $ 14,774  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
CURRENT LIABILITIES
               
Accounts Payable
  $ 13,125     $ 3,289  
Total liabilities
    13,125       3,289  
                 
STOCKHOLDERS' DEFICIT
               
Preferred stock, $.0001 par value, 10,000,000 shares
               
authorized, 400,000 shares issued and
               
outstanding
    400       400  
Common stock, $.001 par value, 100,000,000 shares
               
authorized, 1,000,000 issued and outstanding
    1,000       1,000  
Additional paid-in-capital
    192,758       192,758  
Deficit accumulated during the development stage
    (200,009 )     (182,673 )
Total stockholders' deficit
    (5,851 )     11,485  
Total liabilities and stockholders' deficit
  $ 7,274     $ 14,774  
                 
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
 
 
1

 
 
Trig Acquisition 1, Inc.
 
(a development stage company)
 
STATEMENTS OF OPERATIONS
 
(Unaudited)
 
                   
               
Cumulative
 
               
Totals
 
               
From Inception
 
   
For the three months ended
March 31,
    (December 31, 2009) Through  
   
2012
   
2011
   
March 31, 2012
 
                   
Revenue
  $ -     $ -     $ -  
Cost of revenue
    -       -       -  
Gross profit
    -       -       -  
                         
Operating expenses
                       
Stock based compensation
    -       -       1,000  
Professional fees
    17,336       28,399       189,801  
Office and administrative
    -       3,825       9,208  
Total operating expenses
    17,336       32,224       200,009  
                         
                         
Net loss
  $ (17,336 )   $ (32,224 )   $ (200,009 )
                         
Loss per share:
                       
                         
                         
Basic and diluted loss per share
  $ (0.02 )   $ (0.03 )        
                         
                         
Weighted average shares
                       
outstanding - basic and diluted
    1,000,000       1,000,000          
                         
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
 
 
2

 
 
Trig Acquisition 1, Inc.
 
(a development stage company)
 
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
 
FOR THE PERIOD FROM INCEPTION (DECEMBER 31, 2009) TO MARCH 31, 2012
 
(Unaudited)
 
                                           
                                       
Total
 
   
Preferred Stock
   
Common Stock
   
Additional
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Paid-in Capital
   
Deficit
   
Equity (Deficit)
 
                                           
Balance, December 31, 2009 (Inception)
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Common stock issued for services to founder
    -       -       1,000,000       1,000       -       -       1,000  
                                                         
Net loss
    -       -       -       -       -       (1,830 )     (1,830 )
                                                         
Balance, December 31, 2009
    -       -       1,000,000       1,000       -       (1,830 )     (830 )
                                                         
Net loss
    -       -       -       -       -       (10,658 )     (10,658 )
                                                         
Balance, December 31, 2010
    -       -       1,000,000       1,000       -       (12,488 )     (11,488 )
                                                         
Contributed capital
    -       -       -       -       -       -       -  
                                                         
Issuance of Preferred Stock for cash @ $0.50 per share, netof $6,842 offering cost
    400,000       400                       192,758               193,158  
                                                         
Net loss
    -       -       -       -       -       (170,185 )     (170,185 )
                                                         
Balance, December 31, 2011
    400,000       400       1,000,000       1,000       192,758       (182,673 )     11,485  
                                                         
Net loss
    -       -       -       -       -       (17,336 )     (17,336 )
                                                         
Balance, March 31, 2012
    400,000     $ 400       1,000,000     $ 1,000     $ 192,758     $ (200,009 )   $ (5,851 )
                                                         
 
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
 
3

 
 
Trig Acquisition 1, Inc.
 
(a development stage company)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
                   
               
Cumulative
 
               
Totals
 
               
From Inception
 
               
(December 31, 2009)
 
   
For the three months ended March 31,
   
Through
 
   
March 31,
 
   
2012
   
2011
   
2012
 
                   
Cash flows from operating activities:
                 
   Net loss
  $ (17,336 )     (32,224 )   $ (200,009 )
                         
Adjustments to reconcile net loss to net
                       
  cash used in operating activities:
                       
                         
Common stock issued for services
    -       -       1,000  
                         
Change in operating assets and liabilities:
                       
   Accounts payable and accrued expenses
    9,836       2,741       13,125  
Net cash used in operating activities
    (7,500 )     (29,483 )     (185,884 )
                         
                         
Cash flows from financing activities:
                       
   Proceeds from sale of common stock
    -       193,158       193,158  
 
                       
Net cash provided by financing activities
    -       193,158       193,158  
                         
                         
Net increase (decrease) in cash and cash equivalents
    (7,500 )     163,675       7,274  
                         
Cash and cash equivalents - beginning of period
    14,774       -       -  
                         
Cash and cash equivalents - end of period
  $ 7,274     $ 163,675     $ 7,274  
                         
Supplemental disclosures of cash flow information:
                       
   Cash paid for income taxes
  $ -     $ -     $ -  
   Cash paid for interest
  $ -     $ -     $ -  
                         
The accompanying notes to the unaudited financial statements are an integral part of these statements.
 
 
 
4

 
 
TRIG ACQUISITION 1, INC.
(A Development Stage Company)
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2012

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

Basis of Presentation
The interim financial statements of the Company are unaudited and contain all adjustments (consisting primarily of normal recurring accruals) necessary for a fair statement of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for a full year or for previously reported periods due in part, but not limited to, availability of capital resources, the timing of acquisitions, and the sensitivity of our business to economic conditions.

The accompanying unaudited financial statements have been prepared, in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). You should read these interim financial statements in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Development Stage
In accordance with Financial Accounting Standards Board (“FASB”) ASC 915 Development Stage Entities, the Company considers itself to be in the development stage. The Company’s primary purpose for the time being is to acquire an operating business. The Company spends most of its time in assessing acquisition targets.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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 March 31, 2012 and 2011, there were no common share equivalents outstanding.

Cash and Cash Equivalents
The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.
 
 
5

 
 
TRIG ACQUISITION 1, INC.
(A Development Stage Company)
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2012

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
 
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.

Basic and Diluted Earnings per Common Share
Basic earnings per common share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares outstanding plus the dilutive effects of outstanding options and warrants to acquire common shares during the period. In loss periods, dilutive common equivalent shares are excluded because the effect would be anti-dilutive. The Company had not issued any dilutive common share equivalents at March 31, 2012.

Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses at March 31, 2012 and December 31, 2011 consisted primarily of accrued professional fees.

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.

Recent Accounting Pronouncements
A variety of accounting standards have been issued or proposed by FASB that do not require adoption until a future date. The Company does not expect the adoption of any of these standards to have a material impact once adopted.

 
6

 

TRIG ACQUISITION 1, INC.
(A Development Stage Company)
 
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MARCH 31, 2012
 
NOTE 2 – SHAREHOLDERS’ DEFICIT

Stock Issued for Services

On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided.

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 $200,009 from inception and used cash in operations from inception of $185,884. 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
 
On May 3, 2012, the Company entered into a Summary Term Sheet with Michele Grant pursuant to which the parties set forth the terms of an alternative public offering (the “APO”), which includes a reverse merger with Grilled Cheese, Inc. and concurrent minimum $2 million in financing.  Upon the completion of the APO the Company intends to change its name to better represent the Company’s business plan and commence operations of the acquired business, and seek to implement the steps necessary to apply for a stock symbol and commence trading on the Over the Counter Bulletin Board and OTC Markets within a reasonable time after closing.  The transaction is subject to the execution by the parties of a definitive Share Exchange Agreement and other financing documents within 120 days of the execution of the Summary Term Sheet.
 
 
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 March 31, 2012 or during the three months ended March 31, 2011. Total expenses for the three months ended March 31, 2012 were $17,336 as compared to $32,224 for the three months ended March 31, 2011.  These expenses were comprised of professional and filing fees.  The decrease in total expenses for the three months ended March 31, 2012 compared to the three months ended March 31, 2011 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

As of March 31, 2012, we had $7,274 in cash available and liabilities of $13,125. 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.
 
Subsequent Event

On May 3, 2012, the Company entered into a Summary Term Sheet with Michele Grant pursuant to which the parties set forth the terms of an alternative public offering (the “APO”), which includes a reverse merger with Grilled Cheese, Inc. and concurrent minimum $2 million in financing. Upon the completion of the APO the Company intends to change its name to better represent the Company’s business plan and commence operations of the acquired business, and seek to implement the steps necessary to apply for a stock symbol and commence trading on the Over the Counter Bulletin Board and OTC Markets within a reasonable time after closing. The transaction is subject to the execution by the parties of a definitive Share Exchange Agreement and other financing documents within 120 days of the execution of the Summary Term Sheet.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 
Smaller reporting companies are not required to provide the information required by this item.
 
 
9

 
 
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. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

EXPLANATORY NOTE

On April 16, 2012, the Company inadvertently reported in its Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”) that it entered into a Stock Purchase Agreement with Trig Capital Partners, Inc. and Robert Lee.  The correct name of Trig Capital Partners, Inc. is “Trilogy Capital Partners, Inc.”  The disclosure under “Item 101 Entry into a Material Definitive Agreement” in “Item 9B Other Information” of the Form 10-K is amended to read as follows:

On April 12, 2012, the Company executed a Stock Purchase Agreement with Trilogy Capital Partners, Inc. (“Trilogy Capital”) and Robert Lee, our Director.  Pursuant to the Stock Purchase Agreement, the Company sold (i) 1,000,000 shares of its common stock, $0.001 par value per share, at a price of $0.001 per share to Trilogy Capital, and (ii) 1,000,000 shares of its common stock, at a price of $0.001 per share to Robert Lee. The Company received proceeds of $2,000 and will use the net proceeds for general corporate purposes.  Our Chief Executive Officer and Director, A.J. Cervantes, owns a 50% equity interest in Trilogy Capital.
 
The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the common stock purchase agreement, a copy of each of which is attached as Exhibit 10.2 to the Form 10-K filed with the SEC on April 16, 2012, and is incorporated herein in its entirety by reference.
 
Item 6.  Exhibits
 
Exhibit No.
 
Description
     
31.1
 
Certification of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
31.2
 
Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1+
 
Certification of Principal 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 Principal 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: May 15, 2012
Trig Acquisition 1, Inc.
     
 
By:
/s/ AJ Cervantes
   
AJ Cervantes
   
Chief Executive Officer
   
(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)
 
 
 
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