Alpine Alpha 3, Ltd. - FORM 10-Q

Alpine Alpha 3, Ltd. - FORM 10-Q - May 20, 2011

Attached files

Attached files

Alpine Alpha 3, Ltd. Reports

file	filename
EX-31.1 - EXHIBIT 31.1 - Alpine Alpha 3, Ltd.	ex31-1.htm
EX-32.1 - EXHIBIT 32.1 - Alpine Alpha 3, Ltd.	ex32-1.htm

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 March 31, 2011

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

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

Commission File Number 000-53397

Alpine Alpha 3, Ltd.

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(Exact name of registrant as specified in its charter)

Delaware -------------------------------------------------------------------	75-3264750 -------------------------------------------------------------------
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Sitaizi Tengfei Building, 3rd Fl, Huanggu District, Shenyang, PRC 110034

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(Address of principal executive offices) (Zip Code)

86-24-8973-6644

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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.

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

There were 19,856,478 shares outstanding as of May 20, 2011.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

CONTENTS


PAGE	1	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2011 (UNAUDITED) AND AS OF DECEMBER 31, 2010
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2011 (UNAUDITED)

PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2011 (UNAUDITED)

PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 31, 2007 (INCEPTION) TO MARCH 31, 2011 (UNAUDITED)

PAGES	5 – 14	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Alpine Alpha 3, LTD
(A Development Stage Company)
Condensed Balance Sheets




ASSETS

	March 31, 2011			December 31, 2010
	(Unaudited)

Current Assets
Cash	$	-		$	1,507
Prepaid Expenses		-			150

Assets	$	-		$	1,657

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable - Related Party	$	-		$	280,000
Accounts Payable		4,901			-
Note Payable - Related Party		-			4,300
Total Current Liabilities		4,901			284,300

Long Term Liabilities
Note Payable - Related Party		-			20,980

Total Liabilities		4,901			305,280

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, 2,856,478 and 1,856,478
issued and outstanding, respectively		2,856			1,856
Additional paid-in capital		359,225			45,317
Deficit accumulated during the development stage		(366,982	)		(350,796	)
Total Stockholders' Deficiency		(4,901	)		(303,623	)

Total Liabilities and Stockholders' Deficiency	$	0		$	1,657

See Accompanying Notes to

Condensed Unaudited Financial Statements

Alpine Alpha 3, LTD
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)


	For The Three Months Ended March 31						For the Period from October 31, 2007 (Inception) to
	2011			2010			March 31, 2011

Operating Expenses
Professional fees	$	5,400		$	5,400		$	46,583
Consulting expense - related party		10,000			30,000			290,000
General and administrative		657			16		$	26,583
Total Operating Expenses		16,057			35,416			363,166

Loss from Operations		(16,057	)		(35,416	)		(363,166	)

Other Expenses
Interest Expense		(129	)		(250	)		(2,501	)

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(16,186	)		(35,666	)		(365,667	)

Provision for Income Taxes		-			-			(1,315	)

NET LOSS	$	(16,186	)	$	(35,666	)	$	(366,982	)

Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.04	)

Weighted average number of shares outstanding
during the period - Basic and Diluted		2,519,399			856,478

See Accompanying Notes to

Condensed Unaudited Financial Statements

Alpine Alpha 3, LTD
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Deficiency
For the period from October 31, 2007 (Inception) to March 31, 2011
(Unaudited)
											Deficit
	Preferred Stock				Common stock				Additional		accumulated during
									paid-in		development			Stockholders'
	Shares		Amount		Shares		Amount		capital		stage			Deficiency

Balance October 31, 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		-		-		336,133		336		11,081		-			11,417

Common stock issued for cash		-		-		400,000		400		1,600		-			2,000

In kind contribution of services		-		-		-		-		18,400		-			18,400

In kind contribution of interest		-		-		-		-		613		-			613

Net loss for the year ended December 31, 2008		-		-		-		-		-		(77,133	)		(77,133	)

Balance, December 31, 2008		-		-		741,133		741		35,492		(81,456	)		(45,223	)

Common stock issued for cash		-		-		115,345		115		5,066		-			5,181

In kind contribution of legal fees		-		-		-		-		1,000		-			1,000

In kind contribution of interest		-		-		-		-		474		-			474

Net loss for the year ended December 31, 2009		-		-		-		-		-		(133,895	)		(133,895	)

Balance, December 31, 2009		-		-		856,478		856		42,032		(215,351	)		(172,463	)

Common stock issued for cash		-		-		1,000,000		1,000		-		-			1,000

In kind contribution of legal fees		-		-		-		-		2,000		-			2,000

In kind contribution of interest		-		-		-		-		1,285		-			1,285

Net loss for the year ended December 31, 2010		-		-		-		-		-		(135,445	)		(135,445	)

Balance, December 31, 2010		-	$	-		1,856,478	$	1,856	$	45,317	$	(350,796	)	$	(303,623	)

Common stock issued for services		-		-		1,000,000		1,000		313,279		-			314,279

In kind contribution of legal fees		-		-		-		-		500		-			500

In kind contribution of interest		-		-		-		-		129		-			129

Net loss for the period ended March 31, 2011												(16,186	)		(16,186	)

Balance, March 31, 2011		-	$	-		2,856,478	$	2,856	$	359,225	$	(366,982	)	$	(4,901	)

See Accompanying Notes to

Condensed Unaudited Financial Statements

Alpine Alpha 3, LTD
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)


	For The Three Months Ended March 31,						For the Period from October 31, 2007 (Inception) to
	2011			2010			March 31, 2011


Cash Flows From Operating Activities:
Net Loss	$	(16,186	)	$	(35,666	)	$	(366,982	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services from president		500			-			22,505
In-kind contribution of consulting services		-			500			3,000
In-kind contribution of interest		129			250			2,501
In-kind contribution of expenses		-			-			198
Changes in operating assets and liabilities:
Decrease in prepaid expenses		150						-
Increase in accounts payable and accrued expenses		4,901			4,775			4,901
Decrease in accounts payable - related party		10,000			30,000			290,000
Net Cash Used In Operating Activities		(506	)		(141	)		(43,877	)

Cash Flows From Financing Activities:
Proceeds from loan payable - Related party		-			6,000			38,530
Repayments of notes payable - Related party		(1,001	)		-			(14,251	)
Proceeds from issuance of common stock		-			-			19,598
Net Cash Provided by (Used In) Financing Activities		(1,001	)		6,000			43,877

Net Increase in Cash		(1,507	)		5,859			-

Cash at Beginning of Period		1,507			42			-

Cash at End of Period	$	-		$	5,901		$	-

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	1,315

See Accompanying Notes to

Condensed Unaudited Financial Statements

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A )Organization

Alpine Alpha 3, LTD (a development stage company) (the "Company") was incorporated under the laws of the State of Delaware on October 31, 2007. 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 other than issuing shares to our original shareholder. 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.

(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.

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 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 March 31, 2011 and 2010, there were no common share equivalents outstanding.

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 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, accounts payable, and note payable – related party approximate fair value based on the short-term maturity of these instruments.

(I)Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

NOTE 2

NOTES PAYABLE – RELATED PARTY

On August 27, 2010, a Corporation owned by the president loaned the Company $3,000. This loan is unsecured, non-interest bearing, and due on August 27, 2013 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300. This loan is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On April 5, 2010, a Corporation owned by the president loaned the Company $600. This loan is unsecured, non-interest bearing and due on April 5, 2013 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000. This loan is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On December 29, 2009, a Corporation owned by the president loaned the Company $400. The loan is unsecured, non-interest bearing, and due on December 29, 2012 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On December 3, 2009, a Corporation owned by the president loaned the Company $1,000. The loan is unsecured, non-interest bearing, and due on December 3, 2012 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On October 6, 2009, a Corporation owned by the president loaned the Company $2,300. This loan is unsecured, non-interest bearing and due on October 6, 2012 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On September 21, 2009, Alpine Alpha 1, LTD 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 (See Note 5).

On May 18, 2009, a Corporation owned by the president loaned the Company $3,272. This loan is unsecured, non-interest bearing, and due on May 18, 2012 (See Note 5). On January 19, 2011 the Company repaid $1,107 of the loan balance outstanding (See Note 7). The rest of the loan was repaid on January 30, 2011 (See Note 5).

On February 25, 2009, a Corporation owned by the president loaned the Company $1,025. This loan is unsecured, non-interest bearing, and due on February 25, 2012. (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

On February 25, 2009, a Corporation owned by the president loaned the Company $83. This loan is unsecured, non-interest bearing, and due on February 25, 2012. (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On February 6, 2009, the Company received $950 from Alpine Alpha 1, LTD credit card to assist in paying off expenses. This is a related party transaction. This amount was repaid to the credit card on February 25, 2009 (See Note 5).

On May 23, 2008, a Corporation owned by the president loaned the Company $2,300. This loan is unsecured, non-interest bearing, and due on May 23, 2011 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This loan is unsecured, non-interest bearing, and due on May 8, 2011 (See Note 5). The loan was repaid on January 30, 2011 (See Note 5).

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

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

NOTE 3

STOCKHOLDERS’ DEFICIENCY

(A) Stock Issued for Cash

On August 30, 2010, the Company entered into stock purchase agreements to issue a 1,000,000 shares of common stock for cash to a related party for $1,000 ($0.001/ share) (See Note 5).

On October 14, 2009, the Company entered into stock purchase agreement to issue 20,000 shares of common stock for cash of $20 ($0.001/share).

On October 16, 2009, the Company entered into stock purchase agreement to issue 5,000 shares of common stock for cash of $5 ($0.001/share).

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

On October 16, 2009, the Company entered into stock purchase agreement to issue 5,000 shares of common stock for cash of $5 ($0.001/share).

On October 16, 2009, the Company entered into stock purchase agreement to issue 10,000 shares of common stock for cash of $10 ($0.001/share).

On October 16, 2009, the Company entered into stock purchase agreement to issue 5,000 shares of common stock for cash of $5 ($0.001/share).

On October 16, 2009, the Company entered into stock purchase agreement to issue 20,000 shares of common stock to a related party for cash of $20 ($0.001/share) (See Note 5).

On October 16, 2009, the Company entered into stock purchase agreement to issue 5,000 shares of common stock for cash of $5 ($0.001/share)

On March 12, 2009, the Company entered into stock purchase agreement to issue 20,345 shares of common stock for cash of $5,086 ($0.25/share).

During October 2008, the Company entered into stock purchase agreements to issue a combined 135,771 shares of common stock for cash to various related parties of totaling $136 ($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 of 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).

During 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).

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 a total of $100 ($0.50/share).

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

In September 2008, the Company entered into stock purchase agreements with 400 investors for 400,000 shares of cash of $2,000 ($.005 per 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 three months ended March 31, 2011, the Company recorded additional-paid-in-capital of $500 for the fair value of legal services provided.

For the period ended March 31, 2011, the Company recorded $129 of imputed interest related to shareholder loans payable as an in-kind contribution.

For the year ended December 31, 2010, the Company recorded additional-paid-in-capital of $2,000 for the fair value of legal services provided.

For the year ended December 31, 2010, the Company recorded $1,285 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 5).

For the year ended December 31, 2009, the Company recorded additional paid-in capital of $1,000 for the fair value of legal services provided.

For the year ended December 31, 2009, the Company recorded $474 of imputed interest related to shareholder loans payable as an in-kind contribution (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 5).

For the year ended December 31, 2008, the Company recorded $613 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 5).

As of December 31, 2007, a shareholder of the Company contributed services having a fair value of $3,600 (See Note 5).

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 5).

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

On January 30, 2011, the Company entered into an agreement to issue 1,000,000 shares of common stock to a related party for loan repayment of $24,279 and then outstanding consulting fees payable of $290,000 for a total of $314,279 ($0.314/share) (See Note 5).

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 5).

NOTE 4

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. On January 30, 2011, the agreement was cancelled. As of March 31, 2011, $0 was owed to the related party consultant (See Note 5).

NOTE 5

RELATED PARTY TRANSACTIONS

On January 30, 2011, the Company entered into an agreement to issue 1,000,000 shares of common stock to a related party for loan repayment of $24,279 and accounts payable; related party of $290,000 for a total of $314,279 ($0.314/share) (See Note 3(C)).

On August 30, 2010, the Company entered into stock purchase agreement to issue 1,000,000 shares of common stock to a related party for cash of $1,000 ($0.001/share) (See Note 3(A)).

On August 27, 2010, a Corporation owned by the president loaned the Company $3,000. This loan is unsecured, non-interest bearing, and due on August 27, 2013 (See Note 2). The loan was repaid on January 30, 2011.

On June 1, 2010, a Corporation owned by the president loaned the Company $3,300. This loan is unsecured, non-interest bearing, and due on June 1, 2013 (See Note 2). The loan was repaid on January 30, 2011.

On April 5, 2010, a Corporation owned by the president loaned the Company $600. This loan is unsecured, non-interest bearing and due on April 5, 2013 (See Note 2). The loan was repaid on January 30, 2011.

On January 22, 2010, a Corporation owned by the president loaned the Company $6,000. This loan is unsecured, non-interest bearing, and due on January 22, 2013 (See Note 2). The loan was repaid on January 30, 2011.

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

For the year ended December 31, 2010, the Company recorded $1,285 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 3(B)).

For the year ended December 31, 2009, the Company recorded $474 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 3(B)).

On December 29, 2009, a Corporation owned by the president loaned the Company $400. The loan is unsecured, non-interest bearing, and due on December 29, 2012 (See Note 2). The loan was repaid on January 30, 2011.

On December 3, 2009, a Corporation owned by the president loaned the Company $1,000. The loan is unsecured, non-interest bearing, and due on December 3, 2012 (See Note 2). The loan was repaid on January 30, 2011.

On October 16, 2009, the Company entered into stock purchase agreement to issue 20,000 shares of common stock to a related party for cash of $20 ($0.001/share) (See Note 3(A)).

On October 6, 2009, a Corporation owned by the president loaned the Company $2,300. This loan is unsecured, non-interest bearing and due on October 6, 2012 (See Note 2). The loan was repaid on January 30, 2011.

On May 18, 2009, a Corporation owned by the president loaned the Company $3,272. This loan is unsecured, non-interest bearing, and due on May 18, 2012 (See Note 2). On January 19, 2011 the Company repaid $1,107 of the loan balance outstanding (See Note 7). The rest of the loan was repaid on January 30, 2011.

On February 25, 2009, a Corporation owned by the president loaned the Company $1,025. This loan is unsecured, non-interest bearing, and due on February 25, 2012 (See Note 2). The loan was repaid on January 30, 2011.

On February 25, 2009, a Corporation owned by the president loaned the Company $83. This loan is unsecured, non-interest bearing, and due on February 25, 2012 (See Note 2). The loan was repaid on January 30, 2011.

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 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 March 31, 2011, $0 was owed to the related party consultant (See Note 4).

On May 23, 2008, a Corporation owned by the president loaned the Company $2,300. This loan is unsecured, non-interest bearing, and due on May 23, 2011 (See Note 2). The loan was repaid on January 30, 2011.

On May 8, 2008, a Corporation owned by the president paid expenses aggregating $2,000. This loan is unsecured, non-interest bearing, and due on May 8, 2011 (See Note 2). The loan was repaid on January 30, 2011.

For the year ended December 31, 2008, a shareholder of the Company contributed services having a fair value of $18,400 (See Note 3(B)).

For the year ended December 31, 2008, the Company recorded $613 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 3(B)).

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

ALPINE ALPHA 3, LTD

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2011

(UNAUDITED)

NOTE 6

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 $366,982 and used cash in operations of $43,877 during the period from October 31, 2007 (inception) to March 31, 2011. In addition, the Company has a working capital deficiency of $4,901 and a stockholders’ deficiency of $4,901 as of March 31, 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.

NOTE 7

SUBSEQUENT EVENT

On April 14, 2011, James Hahn resigned from his positions as President, Chief Executive Officer, Chief Financial Officer, Secretary and director. Effective that same date, Zhangwo Xu was appointed the new Chief Executive Officer and President. Additionally, Zhangwo Xu was appointed to serve on the Board of Directors of the Company and as the Chairman of the Board. Mr. Hahn's resignation as a director of the Company became effective as of May 3, 2011.

Pursuant to a letter agreement dated April 14, 2011 among the Company, Zhangwo USA Holdings Group, Inc. and its sole shareholder, Mr. Zhangwo Xu, the Company issued 17,000,000 shares of the Company’s common stock to Mr. Xu in exchange for 100% of the outstanding shares of common stock of Zhangwo USA Holdings Group, Inc. that was owned by him.

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 consolidated 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 3, Ltd. (“the Company”) was incorporated on October 31, 2007 under the laws of the State of Delaware. Since the Change in Control occurred on April 14, 2011 as described immediately below, 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 in the bus manufacturing and services industry. The Company however 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.

RECENT DEVELOPMENT

Change of Control

On February 2, 2011, Alpine Venture Associates, LLC (the “Seller”) and Zhangwo USA Holdings Group, Inc., a Delaware corporation (“Zhangwo USA”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which the Seller sold to Zhangwo USA an aggregate of 2,426,865 shares of the Company’s Common Stock (the “Shares”), for an aggregate purchase price of $250,000. In addition, Zhangwo USA agreed to issue an additional number of shares of Common Stock to the Seller so that the Seller and the other shareholders of the Company of record as of February 2, 2011 would own an aggregate of 2% of the outstanding shares of Common Stock immediately prior to the first future offering of the Company’s securities after the date of this Purchase Agreement.

Pursuant to the Purchase Agreement, James Hahn, then the sole officer of the Company resigned from all his positions at the Company as President, Chief Executive Officer, Chief Financial Officer, effective as of April 14, 2011 and Mr. Hahn’s resignation as the sole director of the Company became effective on May 3, 2011. On April 14, 2011, Mr. Xu was appointed as Chief Executive Officer, President and a director of the Company. On May 18, 2011, Mr. Xu was appointed as Chief Financial Officer of the Company.

On April 14, 2011, the Company entered into a letter agreement (the “Letter Agreement”) with Zhangwo USA and its sole shareholder, Mr. Zhangwo Xu. Pursuant to the Letter Agreement, Mr. Xu transferred 100% of the outstanding shares of common stock of Zhangwo USA held by him, in exchange for an aggregate of 17,000,000 newly issued shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) (the “Share Exchange Transaction”). The shares of our Common Stock acquired by Mr. Xu in such transactions constitute approximately 85.61% of our issued and outstanding Common Stock on a fully-diluted basis giving effect to the Share Exchange Transaction. Zhangwo USA, as a result of the Share Exchange Transaction, became a wholly owned subsidiary of the Company.

As a result of these transactions, control of the Company passed to Mr. Zhangwo Xu (the “Change of Control”). For more details of the Change of Control, please refer to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2011.

SEARCH FOR BUSINESS OPPORTUNITIES IN BUS INDUSTRY

The Company's search will be directed toward the bus manufacturing and services industry in the U.S. and in China. 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 15 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 first quarter of year 2011.

However, a total of $16,057 of operating expenses were incurred during the three months ended March 31, 2011, which primarily consists of $5,400 of legal and accounting professional fees and other general and administrative expenses such as rental expenses, related salaries, and business development expenses. Such operating expenses also include a monthly fee of $10,000 payable to a related party consultant pursuant to a Consulting Agreement dated September 1, 2008 between the Company and Alpine Venture Associates, LLC (the “Consultant”). On January 30, 2011, the Company entered into an agreement with the Consultant to terminate the Consulting Agreement, pursuant to which the Company issued 1,000,000 shares of Common Stock to the Consultant in consideration of all unpaid amount of $314,279.24 owed to the Consultant as of the date therein. As of March 31, 2011, $0 was owed to such related party consultant.

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. 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 consolidated results of operations, financial position or liquidity for the periods presented in this report.

RECENT ACCOUNTING PRONOUNCEMENT

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

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 were 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 March 31, 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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Removed and Reserved

Not applicable.

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 3, Ltd. (Registrant)

Date: May 20, 2011	By:	/s/ Zhangwo Xu
		(Signature) Chief Executive Officer and President (principal executive officer) & Chief Financial Officer (principal financial officer and principal accounting officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

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Smaller reporting company