Unassociated Document

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 12b2 of the Exchange Act.

Matter of Time I Co. (“we”, “us”, “our”, the "Company" or the "Registrant") was incorporated in the State of Nevada on April 28, 2010. Since inception on April 28, 2010, we have been engaged in organizing ourself and obtaining initial financing. We were formed as a vehicle to pursue a business combination but to date have made no efforts to identify a possible business combination. As a result, we have not conducted negotiations or entered into a letter of intent concerning any target business. Our business purpose is to seek the acquisition of or merger with, an existing company. We selected December 31 as our fiscal year end.

Based on our proposed business activities, we are a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines a "blank check" company as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, we also meet the definition of a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities will be undertaken by or under the supervision of Mark Crone, our President and sole director. As of this date we have not entered into any definitive agreement with any party, nor have we had any specific discussions with any potential business combination candidate regarding a potential business. We have unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, our management will consider the following factors:

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our needs and desires and the needs and desires of the promoters of the opportunity, and our negotiating strength compared to that of the promoters of the business opportunity.

It is likely that we will participate in a business opportunity through the issuance of our common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, the Registrant's current stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, the Registrant's current stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to our current stockholders.

In addition, depending upon the transaction, the Registrant’s current stockholders may be substantially diluted to less than 20% of the total issued and outstanding shares of the surviving entity and possibly even eliminated as stockholders by an acquisition.

Our current stockholders will likely not have control of a majority of our voting securities following a reorganization transaction. As part of such a transaction, our sole director may resign and one or more new directors may be appointed without any vote by our stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by our stockholders. In the case of a statutory merger or consolidation to which we are a direct party, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of our outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

We anticipate that investigating specific business opportunities and negotiating, drafting and executing relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If we decide not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached to participate in a specific business opportunity, if we fail to consummate the transaction we may lose any costs that we incurred.

We presently have no employees apart from our management. Our officers and sole director are engaged in outside business activities and expect to devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of our stockholders. A conflict of interest may arise between our management's personal pecuniary interest and its fiduciary duty to our stockholders. In addition, management is currently involved with other blank check companies and conflicts in the pursuit of business combinations with such other blank check companies with which they and other members of our management are, and may in the future be, affiliated with may arise. If we and the other blank check companies that our management is affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, members of management, such individuals will arbitrarily determine the company that will be entitled to proceed with the proposed transaction.

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There is competition for companies that are suitable for a transaction of the type contemplated by our management and as a non-trading company we are at a competitive disadvantage to some of our competitors which could reduce the likelihood of us consummating a deal.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

We were incorporated in April 2010 and are considered to be in the development stage. The nature of our operations is highly speculative, and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Management anticipates devoting very limited time to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

Target companies that fail or are unable to comply with SEC reporting requirements may delay or preclude an acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and the Company thereafter files a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. In addition, holders of our common stock may not rely on Rule 144 of the Securities Act of 1933 and must register any re-sales of common stock under the Securities Act of 1933.

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

Shares of our common stock issued prior to or in connection with a business combination or reverse merger cannot be offered, sold, pledged or otherwise transferred without being registered pursuant to the Securities Act and will continue to be subject to such restriction for at least a year after we complete a business combination. As a result, in order to create liquidity in our common stock we may need to register shares of our common stock for resale. The registration process can be lengthy and we cannot control the registration process as some matters are outside our control. Even if we are successful in registering the resale of shares of our common stock, there is no assurance that such registration will substantially improve the liquidity of our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the future. We anticipate that we will reinvest any funds available for payment of dividends into the Company to further our business strategy.

Any business combination or acquisition we enter into may subject us and the other party to the transaction and our respective stockholders to certain adverse tax consequences, which may make it more difficult to find an acquisition candidate or subject the parties to additional taxes.

We may not be able to structure an acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Our Articles of Incorporation authorize the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 10,000,000 shares of blank check preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock may be materially adversely affected.

In connection with any proposed business opportunity, our stockholders may cause us to sell our securities to one or more third parties, with the proceeds of such sale(s) being used to repurchase shares of common stock held by them. As a result of such transaction(s), our management, principal stockholder(s) and Board of Directors may change.

We have not conducted market research concerning prospective business opportunities, nor have others made the results of such market research available to us. Therefore, we have no assurance that there is any demand for the type of transaction that we contemplate or that we will be able to acquire a business opportunity on terms favorable to us or our stockholders. Decisions as to the business opportunity in which to participate will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Following an acquisition or business combination our shares may be subject to the “penny stock” rules, which might interfere with the development of an active trading market for our common stock, restrict the ability of our stockholders to sell their shares and have a negative impact on the price of our common stock.

If, after an acquisition or business combination, our common stock becomes tradable in the secondary market, we may be subject to the penny stock rules adopted by the SEC that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

If we are subject to the penny stock rules, the trading activity in the secondary market for our common stock may be significantly adversely affected. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may also restrict the ability of broker-dealers to sell shares of our common stock and adversely affect your ability to resell shares of our common stock. Failure to develop or maintain an active trading market for our common stock will have a generally negative effect on your ability to sell your shares of common stock and substantially increase the impact that any such sales have on the share price. Your investment could be a partial or complete loss.

We cannot assure you that following an acquisition or business combination, our common stock will be listed on NASDAQ or any other securities exchange, which may restrict the ability of our stockholders to sell shares of our common stock and limit our ability to raise additional capital through the sale of our securities.

Following an acquisition or business combination, we may apply to list our common stock on a stock exchange. However, we cannot assure you that we will be able to meet the initial listing standards of such stock exchange, or that we will be able to meet the continuing listing standards of such stock exchange. After completing a business combination, until our common stock is listed on a stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we may be subject to the "penny stock" rules discussed above, which may adversely affect the liquidity of our common stock. This would also make it more difficult for us to raise additional capital following a business combination.

Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares of blank check preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of preferred stock, there can be no assurance that we will not do so in the future.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this registration statement, the words "estimate," "project," "believe," "anticipate," "intend," "expect" and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this registration statement. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this registration statement or to reflect the occurrence of unanticipated events.

We do not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury or with additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

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

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

Our officers and director have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.

Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The following table sets forth, as of July 28, 2010, the number of shares of common stock owned of record and beneficially by executive officers, director and persons who beneficially own more than 5% of the outstanding shares of our common stock.

Name and Address	Amount and Nature of Beneficial Ownership			Percentage of Class
Officers and Directors
Mark E. Crone(1) 101 Montgomery Street, Suite 1950 San Francisco, CA 94104		100,000	*		50	%
Officers and Directors as a group (1 person)		100,000			50	%
5% Holders
Bosch Equities, LLC 195 Route 9 South, Suite 204 Manalapan, NJ 07726		100,000			50	%
*Mark Crone serves as President and sole director of the Company.

Mark E. Crone is the sole proprietor of The Crone Law Group. Mr. Crone is a securities and corporate lawyer whose practice focuses on securities, financings, mergers and acquisitions and corporate representation. He is experienced in a wide variety of capital raising transactions representing issuers, investors and investment banks, as well as various parties in mergers and acquisitions.

Specifically, he focuses his practice in the following areas: venture capital transactions, private and public offerings of equity and debt securities, and secured and unsecured loan transactions and other transactions under the Securities Act; Exchange Act and Sarbanes-Oxley compliance; and (ii) Corporate – mergers and acquisitions; drafting and review of corporate documents; corporate formations and corporate restructurings.

His practice includes representation of issuers in connection with venture capital transactions, shareholder and other equity holder agreements, private placements and public offerings of equity and debt securities, and secured and unsecured loan transactions. He also represents various companies in the process of: (i) assisting NASD registered broker/dealers in the Form 15c211 process to obtain quotations on the Over the Counter Bulletin Board and Pink Sheets OTC; and (ii) listing on United States based exchanges such as the NYSE AMEX and NASDAQ.

Prior to establishing the firm in 2003, Mr. Crone worked as a corporate and securities attorney for Feiner Wolfson LLC in Hartford, Connecticut and Palmeri Tyler Wilhelm and Waldron and also Jeffers Wilson Shaff and Falk, both located in Irvine, California. Mr. Crone is a member of the American Bar Association and the California and Connecticut State Bar Associations.

D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Company during the past ten years.

The Company’s officers and director have not received any cash remuneration since inception and will not receive any remuneration until the consummation of an acquisition. No remuneration of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and director intend to devote very limited time to our affairs.

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.

Our President and Chief Executive Officer is also the principal in the The Crone Law Group. The Crone Law Group paid business license and operating expenses on our behalf in the amount of $1,217 for which we will provide reimbursement. At June 30, 2010, we owed $1,217 to The Crone Law Group.

We have not established our own definition for determining whether our director is "independent" nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current director would not be deemed to be "independent" under any applicable definition given that he is an officer of the Company. Nor have we established any committees of the Board of Directors.

Given the nature of our company, its limited stockholder base and the current composition of management, the Board of Directors does not believe that we require any corporate governance committees at this time. The Board of Directors takes the position that management of a target business will establish its own Board of Directors, establish its own definition of independent" as related to directors and nominees for directors, and establish committees that will be suitable for its operations after the Company consummates a business combination.

There is no established public trading market for our common stock. We have no outstanding options or warrants or other securities convertible into shares of our common stock. None of our issued and outstanding shares of common stock can be sold pursuant to Rule 144 and we have not agreed to register any shares of our common stock under the Securities Act for sale by our stockholders. We have not offered, or publicly proposed to offer, shares of our common stock for sale to the public.

On May 5, 2010 we issued 100,000 shares of our common stock to Mark Crone in exchange for past services rendered in the amount of $6,000 and on June 16, 2010 we issued 100,000 shares of our common stock to Bosch Equities, LLC for cash in the amount of $6,000. These shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.

The sale and issuance of these shares qualified for exemption under Section 4(2) of the Securities Act of 1933 because the issuance did not involve a public offering as defined in Section 4(2) due to the nature of the purchasers and the size and manner of the offering. The purchasers are sophisticated individuals who meet the definition of "accredited investors" set forth in Rule 501 of Regulation D. In addition, the purchasers possessed the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

We are authorized by our Articles of Incorporation to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are common stock, par value $0.001 per share and 10,000,000 are shares of blank check preferred stock, par value $0.001 per share. As of July 28, 2010, 200,000 shares of common stock and zero shares of preferred stock were issued and outstanding.

Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock. Upon our liquidation, dissolution or winding up, and after payment to our creditors, if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. We have never declared or paid cash dividends and we do not anticipate declaring a dividend in the foreseeable future.

Our Articles of Incorporation authorize the issuance of up to 10,000,000 shares of blank check preferred stock with designations, rights and preferences determined from time to time by our Board of Directors. Our Articles of Incorporation authorize our Board to issue shares of preferred stock in one or more classes or series within a class upon authority of the Board without further stockholder approval. Any preferred stock issued in the future may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. In addition, any such shares of preferred stock may have class or series voting rights. Moreover, under certain circumstances, the issuance of preferred stock or the existence of the un-issued preferred stock might tend to discourage or render more difficult a merger or other change in control. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock.

Control Share Acquisition Rules. Nevada law contains provisions governing “acquisition of controlling interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition statutes provide that a person or entity acquires a “controlling interest” whenever it acquires shares that, but for the operation of the control share acquisition statutes, would bring its voting power within any of the following three ranges:

The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition statutes through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition statutes.

At this time, we do not have 100 stockholders of record with Nevada addresses on our stock ledger or 200 stockholders of record. Therefore, the provisions of the control share acquisition statutes do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition statutes may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our stockholders.

Nevada Combination with Interested Stockholders Statute. This statute may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested stockholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having:

An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate of the resident domestic corporation that was a beneficial owner of 10% or more of the voting shares at any time during the prior three years. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of:

the highest price per share paid by the interested stockholder (after it held at least 5% of the voting shares) within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher, plus interest thereon and less any dividends received up to the amount of such interest;

the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher, plus interest thereon and less any dividends received up to the amount of such interest; or

The business combinations statutes are applicable only to shares of a “resident domestic corporation” as defined by the Nevada law. A resident domestic corporation is a Nevada corporation, which has 200 or more stockholders of record. At this time, we do not have 200 stockholders of record. Therefore, the provisions of the control share acquisition statutes do not apply to acquisitions of our shares and will not until such time as these requirements have been met. In addition, unless the corporation's articles of incorporation provide otherwise, the business combinations statutes generally do not apply if the resident domestic corporation does not have a class of voting shares registered with the SEC under Section 12 of the Exchange Act.

A corporation may elect to exempt the corporation from the provisions of the business combinations statutes through adoption of a provision to that effect in the articles of incorporation of the corporation; provided that any such amendment effected after the corporation has become a resident domestic corporation will not be effective to exempt combinations or purchases for 18 months after the approval of such amendment by a majority of the disinterred stockholders.

Section 78.7502 of the Nevada Revised Statutes allows a corporation to indemnify any officer, director, employee or agent who is a party or is threatened to be made a party to a litigation by reason of the fact that he or she is or was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such director or officer if:

Our Articles of Incorporation and By-laws provide for the indemnification of our officers and directors to the maximum extent permitted by Nevada law against all expenses and liabilities reasonably incurred in connection with services for the Company or on its behalf.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Contents		Page(s)

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheet at June 30, 2010		F-3

Statement of Expenses for the period from April 28, 2010 (inception) through June 30, 2010		F-4

Statements of Stockholders' Equity for the period from April 28, 2010 (inception) through June 30, 2010		F-5

Statement of Cash Flows for the period from April 28, 2010 (inception) through June 30, 2010		F-6

Notes to the Financial Statements		F-7 to F-9

We have audited the accompanying balance sheet of Matter of Time I Co., a development stage company, (the “Company”) as of June 30, 2010 and the related statements of expenses, stockholders’ equity and cash flows for the period from April 28, 2010 (inception) through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Matter of Time. I, Co. as of June 30, 2010 and the results of its operations and its cash flows for the period from April 28, 2010 (inception) through June 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a working capital deficit and a deficit accumulated during the development stage at June 30, 2010 and has incurred net losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	June 30,
	2010

ASSETS
CURRENT ASSETS
Cash	$	3,500

TOTAL ASSETS	$	3,500

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	800
Accounts payable - related parties		1,217
Total Current Liabilities		2,017

STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value 10,000,000 shares authorized, none issued and outstanding		-
Common stock, $0.001 par value, 100,000,000 shares authorized, 200,000 shares issued and outstanding		200
Additional paid-in capital		11,800
Deficit accumulated during the development stage		(10,517	)
Total Stockholders' Equity		1,483

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,500

	April 28, 2010 (Inception) through June 30, 2010
COSTS AND OPERATING EXPENSES
General and administrative expenses		10,517
Total Operating Expenses		10,517

NET LOSS	$	(10,517	)

Net loss per common share - basic and diluted	$	(0.17	)

Weighted average number of common shares outstanding - basic and diluted		60,317

	Common Stock
	Shares		Par Value		Additional Paid- in Capital		Preferred Stock		Accumulated Deficit			Total

Balances April 28, 2010 (Inception)		-	$	-	$	-	$	-	$	-		$	-

Common stock issued for legal and management fees		100,000		100		5,900		-		-			6,000
Sale of common stock		100,000		100		5,900							6,000
Net loss		-		-		-		-		(10,517	)		(10,517	)

Balance June 30, 2010		200,000	$	200	$	11,800	$	-	$	(10,517	)	$	1,483

	April 28, 2010 (Inception) through June 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,517	)
Adjustments to reconcile net loss to net cash used in operating activities
Common stock issued for services		6,000
Changes in operating assets and liabilities:
Accounts payable		800
Accounts payable - related parties		1,217
Net cash used in operating activities		(2,500	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		6,000
Net cash provided by financing activities		6,000

NET INCREASE IN CASH AND CASH EQUIVALENTS		3,500
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,500
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for interest	$	-
Cash paid for income taxes	$	-

We, based on proposed business activities, are a "blank check" company. The Securities and Exchange Commission (“SEC”) defines such a company as “a development stage company” that has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and is issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. We do not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until after we consummate a business combination.

We organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ our funds in its business. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business (“Business Combination”) rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors.

We are a development stage company as defined by section 810-10-20 of the FASB Accounting Standards Codification. We devote substantially all of our efforts on establishing the business and our planned principal operations have not commenced. All losses accumulated since inception have been considered as part of our exploration stage activities.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

We follow paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of our financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of our financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy, which prioritizes the valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

We do not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, we did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from April 28, 2010 (inception) through June 30, 2010.

We follow Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Operations in the period that includes the enactment date.

We adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2010.

The accompanying financial statements have been prepared assuming that we will continue as a going concern. As reflected in the accompanying financial statements, we had working capital of $1,483 at June 30, 2010, a deficit accumulated during the development stage of $10,517 at June 30, 2010, and a net loss from operations of $10,517 for the period ended June 30, 2010.

While we attempt to commence operations and generate revenues, our cash position may not be sufficient enough to support our daily operations. We intend to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues.

We have been provided office space by our Chief Executive Officer at no cost. We determined that such cost is nominal and did not recognize the rent expense in its financial statements. Additionally, our President and Chief Executive Officer is also the principal in the firm The Crone Law Group. The Crone Law Group paid business license and operating expenses on our behalf in the amount of $1,217 for which we will provide reimbursement. At June 30, 2010, we owed $1,217 to The Crone Law Group.

Nevada		27-2564032
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Exhibit Number		Description
3.1		Articles of Incorporation
3.2		Certificate of Amendment to Articles of Incorporation
3.3		By-Laws

Date: July 28, 2010	Matter of Time I Co.

	By:	/s/ Mark E. Crone
		Name: Mark E. Crone
		Title: President

Name	Age	Position

Mark E. Crone	48	President, Chief Financial Officer, Secretary and Sole Director