UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2014

¨ Transition report under Section 13 or 15(d) of the Exchange Act of 1934

For the transition period from _____________ to _____________

Commission File Number 000-53806

Cullen Agricultural Holding Corp.

(Exact Name of Issuer as Specified in Its Charter)

Delaware	27-0863248
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1193 Seven Oaks Rd., Waynesboro, GA 30830

(Address of Principal Executive Office)

(706) 621-6737

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of November 7, 2014, 19,630,714 shares of common stock, par value $.0001 per share, were issued and outstanding.

CULLEN AGRICULTURAL HOLDING CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013	1
Condensed Consolidated Statement of Operations (Unaudited) for the three and nine months ended September 30, 2014 and 2013	2
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) for the nine months ended September 30, 2014	3
Condensed Consolidated Statement of Cash Flows (Unaudited) for the nine months ended September 30, 2014 and 2013	4
Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 4. Controls and Procedures	10
Part II. Other Information
Item 1. Legal Proceedings	11
Item 6. Exhibits	11
Signatures	12

FORWARD-LOOKING STATEMENTS

This report on Form 10-Q of Cullen Agricultural Holding Corp., and the information incorporated by reference in it, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References in this report to “we,” “us”, “our company” or “the Company” refer to Cullen Agricultural Holding Corp.

Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

· Our ability to protect our intellectual property;

· Our ability to obtain necessary financing to enable us to implement our business plan;

· Competition;

· Loss of key personnel;

· Increases of costs of operations;

· Continued compliance with government regulations; and

· General economic conditions.

The forward-looking statements contained or incorporated by reference in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in this Quarterly Report in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 28, 2014 in the section entitled "Risk Factors." Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I.

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Cullen Agricultural Holding Corp. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2014
	(Unaudited)			December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	213,512		$	678,082
Receivable		1,871			1,871
Prepaid expenses and other current assets		73,461			69,512
Notes receivable		1,500,000			1,200,000
Total Current Assets		1,788,844			1,949,465
OTHER ASSETS
Property and equipment, net		91,861			91,861
TOTAL ASSETS	$	1,880,705		$	2,041,326
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses	$	18,720		$	20,097
Current portion of note payable		-			10,462
TOTAL LIABILITIES		18,720			30,559
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001; authorized 1,000,000 shares; no shares issued and outstanding		-			-
Common stock, par value $0.0001; 200,000,000 shares authorized; 19,630,714 shares issued and outstanding		1,964			1,964
Additional paid-in capital		6,861,881			6,861,881
Accumulated deficit		(5,001,860	)		(4,853,078	)
TOTAL STOCKHOLDERS' EQUITY		1,861,985			2,010,767
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,880,705		$	2,041,326

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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Cullen Agricultural Holding Corp. and Subsidiaries

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three			For the Three			For the Nine			For the Nine
	months ended			months ended			months ended			months ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Revenues	$	—		$	—		$	—		$	—
General and administrative expenses		58,783			62,318			213,165			199,747
LOSS FROM OPERATIONS		(58,783	)		(62,318	)		(213,165	)		(199,747	)
OTHER INCOME (EXPENSE)
Interest income - notes receivable		22,685			—			65,837			—
Interest expense - note payable		—			(76	)		(184	)		(405	)
TOTAL OTHER INCOME (EXPENSE)		22,685			(76	)		65,653			(405	)
LOSS BEFORE INCOME TAXES		(36,098	)		(62,394	)		(147,512	)		(200,152	)
INCOME TAXES		—			313			1,270			953
NET LOSS	$	(36,098	)	$	(62,707	)	$	(148,782	)	$	(201,105	)
Weighted average number of common shares outstanding – basic and diluted		19,630,714			19,630,714			19,630,714			19,630,714
Basic and diluted net loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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Cullen Agricultural Holding Corp. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the Nine Months Ended September 30, 2014

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total
BALANCE - January 1, 2014		19,630,714	$	1,964	$	6,861,881	$	(4,853,078	)	$	2,010,767
Net loss for the nine months ended September 30, 2014		—		—		—		(148,782	)		(148,782	)
BALANCE - September 30, 2014 (Unaudited)		19,630,714	$	1,964	$	6,861,881	$	(5,001,860	)	$	1,861,985

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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Cullen Agricultural Holding Corp. and Subsidiaries

(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30, 2014			For the Nine Months Ended September 30, 2013
Cash Flows from Operating Activities
Net loss	$	(148,782	)	$	(201,105	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(3,949	)		28,401
Accrued expenses		(1,377	)		9,753
NET CASH  USED IN OPERATING ACTIVITIES		(154,108	)		(162,951	)
Cash Flows used in Investing Activities
Issuance of notes receivable		(300,000	)		-
NET CASH USED IN INVESTING ACTIVITIES		(300,000	)		-
Cash Flows from Financing Activities
Repayment of note payable		(10,462	)		(10,170	)
NET CASH USED IN FINANCING ACTIVITIES		(10,462	)		(10,170	)
NET DECREASE IN CASH		(464,570	)		(173,121	)
CASH - Beginning		678,082			2,239,619
CASH - Ending	$	213,512		$	2,066,498
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	184		$	668

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1.    Organization, Business Operations and Significant Accounting Policies

Organization and Nature of Operations

Cullen Agricultural Holding Corp.’s (the “Company”, “we”, “us” or “our”) accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete condensed consolidated interim financial statements. Operating results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. In addition, the December 31, 2013 balance sheet data was derived from the audited consolidated financial statements, but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments necessary for a fair presentation. All such adjustments are of a normal recurring nature.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2013 filed on March 28, 2014. The accounting policies used in preparing these unaudited condensed consolidated interim financial statements are consistent with those described in the December 31, 2013 audited consolidated financial statements.

Basis of Presentation

The Company was incorporated in Delaware on August 27, 2009. Our principal focus was to use our intellectual property in forage and animal sciences to improve agricultural yields. To date, we have not generated any revenue and will not do so until we have sufficient funds to implement our business plan. Our current plan is to seek, investigate, and if such investigation warrants, acquire one or more operating businesses desiring the perceived advantages of a publicly held corporation. We will not restrict our search to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or nature. Through September 30, 2014, the Company has provided loans aggregating $1,500,000 to an operating company that the Company has been engaged in discussions regarding a potential acquisition. The Company has not entered into a merger agreement with this operating company and there is no assurance that such a merger will occur. The Company continues to evaluate potential business opportunities. The Company’s activities are subject to significant risks and uncertainties, including the risk that the Company will not be able to merge with a suitable operating business or that such operating business, once acquired, will not perform as expected.

Principles of Consolidation

The consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary, Cullen Agritech, including its wholly owned subsidiary, Natural Dairy. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated interim financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

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CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Organization, Business Operations and Significant Accounting Policies, continued

Income (Loss) Per Share

The Company follows the provisions of FASB ASC 260, “Earnings Per Share” (“ASC 260”). In accordance with ASC 260, earnings per common share amounts (“Basic EPS”) are computed by dividing earnings by the weighted average number of common shares outstanding for the period. Earnings per common share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential common stock outstanding during the period. ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. At September 30, 2013, there were 74,000,000 warrants outstanding that were not included in the calculation of diluted EPS because the effects of these securities would have been anti-dilutive. These warrants expired on October 22, 2013.

Basic earnings per share is calculated using the average number of common shares outstanding and diluted earnings per share is computed on the basis of the average number of common shares outstanding plus the effect of outstanding warrants using the “treasury stock method.”

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC 740, "Income Taxes" ("ASC 740"). ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. The provision for income taxes is based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of differences between the financial reporting and tax basis of the Company's assets and liabilities at the enacted tax rates in effect for the years in which the differences are expected to reverse. The Company evaluates the recoverability of deferred tax assets and establishes a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In management's opinion, adequate provisions for income taxes have been made. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

The Company has identified its federal tax return and its state tax return in Georgia as "major" tax jurisdictions. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's consolidated interim financial statements. The evaluation was performed for tax years of 2009 through 2013 which are open for tax authority review. The Company believes that its income tax positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position or results of operations.

The Company’s policy for recording interest and penalties associated with tax audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties and interest for the three and nine months ended September 30, 2014 and 2013. The Company does not expect its uncertain tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

As of September 30, 2014, the Company has an estimated net operating loss carry forward (“NOL”) of approximately $5,035,000 which begins to expire starting in 2029. The Company has determined that the deferred tax asset has no value at this time, as the Company does not believe it will utilize these losses in the future, and accordingly has recorded a valuation allowance of 100% of the deferred tax asset.

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CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Organization, Business Operations and Significant Accounting Policies, continued

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company elected to early adopt this ASU effective with the Quarterly Report on Form 10-Q for the period ended June 30, 2014 and its adoption resulted in the removal of previously required development stage disclosures.

Note 2.  Property and Equipment

At September 30, 2014 and December 31, 2013, property and equipment consisted of the following:

	September 30, 2014		December 31, 2013
Machinery and equipment	$	154,229	$	154,229
Website		3,328		3,328
		157,557		157,557
Less: Accumulated depreciation and amortization		65,696		65,696
Property and equipment, net	$	91,861	$	91,861

All assets were taken out of service on December 31, 2012 and as a result since December 31, 2012, the Company has not recorded depreciation expense related to these assets.

Note 3.  Receivable

As of September 30, 2014 and December 31, 2013, $1,871 was due from Hart Acquisitions, LLC (“Hart”), a former related party.

Note 4.  Note Receivable

On November 19, 2013, the Company provided a loan in the amount of $600,000 to an operating company (the “Borrower”) with which the Company has been engaged in discussions regarding a potential acquisition. On December 5, 2013, the Company provided a second loan to the Borrower in the amount of $600,000. On April 1, 2014, the Company provided a third loan in the amount of $300,000 to the Borrower. Pursuant to the terms of the respective promissory notes, the loans bear interest at a rate of 6% per annum. On November 7, 2014, the Company and the Borrower entered into an amendment to the promissory notes evidencing the loans described above to extend the maturity date of the promissory notes to March 15, 2015. During the three and nine months ended September 30, 2014, the Company recorded interest income of $22,865 and $65,837, respectively, related to these notes. As of September 30, 2014, accrued interest related to these loans was $69,781 which is included in prepaid expenses and other current assets, on the accompanying condensed consolidated balance sheets. The Borrower has granted the Company a security interest in certain of the Borrower’s accounts receivable and inventory.

7

CULLEN AGRICULTURAL HOLDING CORP. AND SUBSIDIARIES

(Unaudited)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5.  Note Payable

On May 15, 2010 the Company entered into a note payable to a financial institution due May 15, 2014, payable in annual installments of $10,768, which included interest of 2.9% per annum. The note payable has matured and at September 30, 2014 and December 31, 2013, the outstanding principal balance was $0 and $10,462.

Note 6.  Subsequent Events

Other than as disclosed in Note 4. Note Receivable, the Company evaluates events that occurred after the balance sheet date but before the consolidated interim financial statements are issued. The Company did not identify any recognized or non recognized subsequent events that would have required additional adjustment or disclosure in the consolidated financial statements through the date the consolidated financial statements were available to be issued.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our condensed consolidated interim financial statements and footnotes thereto contained in this report.

Overview

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.

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 are seeking strategic opportunities in all industries and regions 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.

Our current plan is to seek, investigate, and if such investigation warrants, acquire one or more operating businesses desiring the perceived advantages of a publicly held corporation. We will not restrict our search to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or nature.

Results of Operations and Financial Condition

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. As of September 30, 2014, all of our outstanding debt has been repaid. Our current plan is to seek, investigate, and if such investigation warrants, acquire one or more operating businesses desiring the perceived advantages of a publicly held corporation. 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 September 30, 2014, we had a net loss of $36,098. Our general and administrative expenses of $58,783 for three months ended September 30, 2014 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $7,611, $30,259, ($588), and $21,501, respectively.

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For the three months ended September 30, 2013, we had a net loss of $62,707. Our general and administrative expenses of $62,318 for three months ended June 30, 2013 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $5,713, $19,324, $17,622, and $19,659, respectively.

For the nine months ended September 30, 2014, we had a net loss of $148,782. Our general and administrative expenses of $213,165 for nine months ended September 30, 2014 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $16,854, $120,316, $8,624, and $67,371, respectively.

For the nine months ended September 30, 2013, we had a net loss of $201,105. Our general and administrative expenses of $199,747 for nine months ended September 30, 2013 consisted primarily of legal, accounting and consulting fees, payroll and employee related expenses, and other general corporate and administrative expenses of $8,258, $104,871, $29,567, and $57,051, respectively.

For the three months ended September 30, 2014, we had other income (expense), net, of $22,685 related to of interest income on notes receivable. During the three months ended September 30, 2013, we incurred interest expense related to the tractor of $76.

For the nine months ended September 30, 2014, we had other income (expense), net, of $65,653 consisting of $65,837 of interest income on notes receivable offset by $184 note payable interest expense related to a tractor. During the nine months ended September 30, 2013, we incurred interest expense related to the tractor of $405.

Liquidity and Capital Resources

As of September 30, 2014, we had $213,512 of cash and working capital of $1,770,124. The Company believes that it has sufficient liquidity to meet its operating requirements for the next twelve months.

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 condensed consolidated 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.

See Recent Accounting Pronouncements in Note 1 to the condensed consolidated financial statements in Item 1.

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 September 30, 2014.

10

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 September 30, 2014.

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.

PART II

OTHER INFORMATION

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
32	Section 906 Certification by CEO
101	Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2014, 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

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SIGNATURES

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: November 7, 2014

CULLEN AGRICULTURAL HOLDING CORP.

/s/ Paul N. Vassilakos

Paul N. Vassilakos

Chief Executive Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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