The following discussion should be read in conjunction with our Condensed Consolidated Interim Financial Statements and footnotes thereto contained in this report.

Overview

We are a development stage company. We conduct our operations through our wholly-owned subsidiary, Cullen Agricultural Technologies Inc. ("Cullen Agritech"). Cullen Agritech conducts its operations primarily through its wholly-owned subsidiary, Natural Dairy Inc. ("Natural Dairy"). To date, we have not generated any revenue and will not do so until we have sufficient funds to implement our business plan described below.

Our principal focus is to use our intellectual property in forage and animal sciences to improve agricultural yields. The Company was formed to develop, adapt and implement grazing-based farming systems in regions of the world where the geophysical and climatic conditions are suitable for a pasture-based model. While the potential for the pasture or grazing model is significant in many of the world's developed and developing economies, the systems are highly specific and require significant adaptation and modification to be successful. We have identified the global dairy industry as a primary opportunity in which our systems can be applied to improve yields on land and drive cost-base efficiencies. We believe that cost savings of up to 40-50% are achievable in the long term. Further, we believe the high cost structure, which is employed by over 95% of milk producers in the U.S. and supported by government subsidies, will help to maintain a floor to milk prices in the U.S. and provide us with long term margin protection. By having direct access to a domestic market, we believe our business plan provides a unique opportunity to invest directly into food production while limiting earnings volatility linked to foreign exchange exposure, typically associated with returns from commodity production in exporting countries, such as New Zealand. In addition, we believe the potential opportunity to vertically integrate, while maintaining control of the supply chain, provides a further opportunity to reduce volatility and maximize profitability.

We were incorporated in Delaware on August 27, 2009. We were formed in order to allow Triplecrown Acquisition Corp. ("Triplecrown"), a blank check company, to complete a business combination (the "Merger") with Cullen Agritech, as contemplated by the Agreement and Plan of Reorganization, dated as of September 4, 2009, as amended, among us, Triplecrown, CAT Merger Sub, Inc. ("Merger Sub"), Cullen Agritech and Cullen Inc. Holdings Ltd. ("Cullen Holdings"). Prior to the Merger, we were a wholly owned subsidiary of Triplecrown, Merger Sub was our wholly owned subsidiary and Cullen Holdings was the sole stockholder of Cullen Agritech. Pursuant to the Merger, (i) Triplecrown merged with and into the Company with the Company surviving as the new publicly-traded corporation and
(ii) Merger Sub merged with and into Cullen Agritech with Cullen Agritech surviving as the Company's wholly owned subsidiary. As a result of the Merger, the former security holders of Triplecrown and Cullen Agritech became our security holders and we became a public holding company, operating through Cullen Agritech.

Strategic Alternatives

We had been in the process of attempting to obtain land development financing backed by the property we owned and operated to support our working capital needs and implement our business plan. However, due to the recent performance of similar types of farming operations in the region, as well as the general economic downturn, financial institutions have been unwilling to provide such financing. As a result, we have been unable to obtain the necessary funding to support the implementation of our business plan at this time. Accordingly, we explored all financing and strategic alternatives available to us, including disposing of or leasing portions of the land in order to continue to support our working capital needs. During 2010 and May 2012, the Company disposed of approximately 3,635 acres of land constituting all of the Company's property which it had planned to use to deploy its pasture based dairy and beef business plan. It is our intention to either seek additional financing to allow us to implement our pasture based dairy and beef business plan, or to seek alternative opportunities available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital or another alternative is available to it.

Additionally, we currently have no employees and have curtailed operations in order to reduce operating expenses.

Results of Operations and Financial Condition

We are a development stage company. Since October 22, 2009, our activities have been primarily focused on raising capital to fund our business plan and the sale of land to meet our working capital requirements and repay our outstanding debt. Prior to October 22, 2009 we and our wholly-owned subsidiary were "shell companies" and conducted no business operations and did not own or lease any real estate or other property. Our activities during this time were limited to our organization, the preparation and filing with the SEC of a Registration Statement on Form S-4 and other matters related to the Merger. To date, we have not generated any revenue.

Results of Operations

For the three months ended June 30, 2012 and 2011, we had net income of $214,477 and $425,225, respectively. Our general and administrative expenses of $69,166 for three months ended June 30, 2012 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $7,037, $23,390, $540, and $38,199, respectively. Our general and administrative expenses of $135,088 for three months ended June 30, 2011 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $169, $59,876, $28,689, and $46,354, respectively. For the three months ended June 30, 2012, we recognized other income (expense) of $281,839, which include a gain from sales of land of $212,887, $69,205 of rental income and interest expense of $253. For the three months ended June 30, 2011, we recognized other income (expense) of $561,141, consisting of $550,000 reversal of litigation accrual, $17,828 of rental income from leases, and $16,545 of interest income, partially offset by calf deaths and interest expense.

For the six months ended June 30, 2012 and 2011, we had net income of $101,139 and $245,564, respectively. Our general and administrative expenses of $186,706 for six months ended June 30, 2012 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $18,563, $91,064, $9,054, and $68,025, respectively. Our general and administrative expenses of $265,637 for three months ended June 30, 2011 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $44,681, $73,467, $48,633, and $98,856, respectively. For the six months ended June 30, 2012, we recognized other income (expense) of $288,413, which include a gain from sales of land of $212,887, $76,000 of rental income and interest expense of $474. For the six months ended June 30, 2011 we recognized other income (expense) of $512,356, consisting of $550,000 reversal of litigation accrual, $22,407 of rental income from leases, and $16,545 of interest income, partially offset by calf deaths of $20,320 and loss on grazing agreement of $30,318.

For the period from June 3, 2009 (inception) through June 30, 2012, we had a net loss of $4,392,124. We did not generate any revenues during this period and are a development stage company. Our expenses of $2,766,623 for the period from June 3, 2009 (inception) through June 30, 2012 consisted primarily of legal, accounting and consulting fees of $832,454 as well as payroll and employee related expenses of $532,457 and other general corporate and administrative expenses of $1,401,712.

Additionally, upon the closing of the Merger, we issued to Cullen Holdings a promissory note in an initial amount of $6,853,918. During the three months ended June 30, 2012 and June 30, 2011 and the period from June 3, 2009 (inception) through June 30, 2012, we incurred interest expense of $-, $13,703, and $456,135, respectively, related to this promissory note. We incurred interest expense of $253 and $255 for the three months ended June 30, 2012 and June 30, 2011, respectively and $2,194 for the period from June 3, 2009 (inception) through June 30, 2012.

For the period from June 3, 2009 (inception) through June 30, 2012, we had other expenses, net of $1,619,966 related to lease income, note payable interest expense related to tractor and a mortgage payable to a related party, legal settlement recovery, calf deaths, loss from beef grazing operations, the sale of timber, corn and hay, loss from the sale of land and impairment loss on property, plant and equipment and a $5,535 provision for income tax.

Liquidity and Capital Resources

During the period from June 3, 2009 (inception) through June 30, 2012, we did not have any sources of revenue and incurred a net loss of $4,392,124. As of June 30, 2012, we had $2,383,960 available cash and working capital of $2,377,067.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or acquired any non-financial assets.

Critical Accounting Policies

Our significant accounting policies are described in Note 1 to the unaudited condensed consolidated interim financial statements. However certain accounting policies are particularly important to the portrayal of financial position and results of operations and require the application of significant judgments by management. In applying those policies, management used its judgment to determine the appropriate assumptions to be used in determination of certain estimates. Our accounting policy will be to use estimates based on terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the unaudited condensed consolidated interim financial statements.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file with the SEC is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and treasurer (our principal executive and principal financial and accounting officer) carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012.

Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2012.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 1. LEGAL PROCEEDINGS

The Company is not currently involved in any litigation which it believes could have a materially adverse effect on its financial conditions or results of operations.

ITEM 6. EXHIBITS

(a) Exhibits:

     31        Section 302 Certification by CEO and Treasurer

     32        Section 906 Certification by CEO and Treasurer

     101       Financial statements from the Quarterly Report on Form 10-Q of the
               Company for the quarter ended June 30, 2012, formatted in XBRL: (i)
               Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated
               Statements of Operations, (iii) Condensed Consolidated Statement of
               Changes in Stockholders' Equity, (iv) Condensed Consolidated
               Statement of Cash Flows and (v) Notes to Unaudited Condensed
               Consolidated Financial Statements, as blocks of text and in
               detail.*

     101.INS   XBRL Instance Document*

     101.SCH   XBRL Taxonomy Extension Schema Document *

     101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document *

      101.DEF  XBRL Taxonomy Extension Definition Linkbase Document *

     101.LAB   XBRL Taxonomy Extension Label Linkbase Document*

     101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document *

* As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 3, 2012