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EX-32 - Fig Run Acquisition Corpexh31kcfo.txt
EX-32 - Fig Run Acquisition Corpex32cfofig.txt
EX-31 - Fig Run Acquisition Corpex32ceofig.txt
EX-31 - Fig Run Acquisition Corpexh31kceo.txt


                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                              FORM 10-K
(Mark One)

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

             For the fiscal year ended December 31, 2013


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                   Commission file number 000-55071


                   FIG RUN ACQUISITION CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

            Delaware                           46-3570877
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

                           3500 South Dupont Highway
                             Dover, Delaware 19901
           (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:   323-540-9325

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:

             Common Stock, $.0001 par value per share
                    (Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
						[  ] Yes   [ X ] No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.

						[  ] Yes   [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

						[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).

						[ X ] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
						[ X ] Yes   [  ] No


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated
filer", "accelerated filer", "non-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).

						[ X ] Yes   [  ] No

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.

							    $ 0

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

       Class                                  Outstanding at
                                               July 14, 2014

Common Stock, par value $0.0001                20,500,000


Documents incorporated by reference:            None


                               PART I

Item 1.  Business


      Fig Run Acquisition Corporation ("Fig Run" or the "Company") was
incorporated on July 2, 2013 under the laws of the State of Delaware to
engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception.

     In addition to a change in control of its management and shareholders,
the Company's operations to date have been limited to issuing shares and
filing a registration statement on Form 10 pursuant to the Securities
Exchange Act of 1934. The Company was formed to provide a method for a
foreign or domestic private company to become a reporting company with a
class of securities registered under the Securities Exchange Act of 1934.

     On September 30, 2013, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.

    The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.

Subsequent Event

    On March 10, 2014, the following events occurred which resulted in
a change of control of the Company:

    The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,950.

    James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company.  Messrs. Cassidy
and McKillop each beneficially retain 250,000 shares of the Company's
common stock.

    Hagop Jack Chamlian and Jahn De Khudikine were named as directors
of the Company and Hagop Jack Chamlian was appointed Chief Executive
Officer and Jahn De Khudikine Vice President of the Registrant.

     On March 10, 2014 the Company issued 10,200,000 shares of common
stock to Hagop Jack Chamlian and 9,800,000 shares of common stock
to Jahn De Khudikine for an aggregate of 20,000,000 shares at par
representing 97.6% of the then total outstanding 20,500,000 shares
of common stock.

CURRENT ACTIVITIES

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

     The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur.  The
Company anticipates that it will enter into a business combination with a
private company by the name, Denebola Motor Sports USA Inc. ("DMS").

     DMS has been in the automotive industry in North America since 1989
providing OEM replacement parts and manufacturing automotive brake pads.
In 2002, DMS began importing and distributing for Jordan Motos and TGB in
North America. In 2007,DMS developed its Maverick product line of street-legal
scooters and off road vehicles and anticipates that it will bring its product
line to the North American market.  No agreements have been executed and if
the Company makes any acquisitions, mergers or other business combination, it
will file a Form 8-K with the Securities and Exchange Commission.

     It is anticipated that any private company will bring with it to
a business combination key operating business activities and a business plan.
As of the date of this Report, no agreements have been executed to effect such
a business combination and although the Company anticipates that it will effect
such a business combination there is no assurance that such combination will
be consummated.

     If and when the Company chooses to enter into a business combination with
a private company, it will likely file a registration statement after such
business combination is effected.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  The Company may wish to structure
the business combination to be within the definition of  a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.

     As of December 31, 2013, the Company had not generated revenues and
had no income or cash flows from operations since inception.  At December
31, 2013, the Company had sustained a net loss of $657 and had an
accumulated deficit of $657.

     The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern.  At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

      There is no assurance that the Company will ever be profitable.

Item 2.  Properties

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
its president at no cost to the Company.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.


Item 4.  Mine Safety Disclosures.

      Not applicable.

                              PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
	 Matters and Issuer Purchases of Equity Securities

      There is currently no public market for the Company's securities.

     Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.

     The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.

     Since inception, the Company has sold securities which
were not registered as follows:

                                            NUMBER OF
DATE                     NAME               SHARES       CONSIDERATION

July 9, 2013	 James Cassidy	            10,000,000	   $1,000
				    (9,750,000 redeemed 3/10/2014)

July 9, 2013     James McKillop             10,000,000	   $1,000
                                     (9,750,000 redeemed 3/10/2014)

March 10, 2014   Hagop Jack Chamlian        10,200,000     $1,020

March 10, 2014   Jahn De. Khudikine          9,800,000     $  980



Item 6.  Selected Financial Data.

	There is no selected financial data required to be filed for
a smaller reporting company.


Item 7.  Management's Discussion and Analysis of Financial Condition
	 and Results of Operations

   The Company has no operations nor does it currently engage in any
business activities generating revenues.  The Company's principal
business objective is to achieve a business combination with a target
company.

     As of December 31, 2013, the Company had not generated revenues and had
no income or cash flows from operations since inception.  At December 31,
2013, the Company had sustained a net loss of $657 and had an accumulated
deficit of $657.

    The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the Company
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

     The Company anticipates that it will enter into a business combination
with a private company by the name, Denebola Motor Sports USA Inc. ("DMS").
DMS has been in the automotive industry in North America since 1989 providing
OEM replacement parts and manufacturing automotive brake pads.  In 2002, DMS
began importing and distributing for Jordan Motos and TGB in North America.
In 2007,DMS developed its Maverick product line of street-legal scooters and
off road vehicles and anticipates that it will bring its product line to the
North American market.  No agreements have been executed and if the Registrant
makes any acquisitions, mergers or other business combination, it will file a
Form 8-K.

   A likely target company with which the Company may effect a business
combination is one seeking the perceived benefits of a reporting corporation.
Such perceived benefits may include facilitating or improving the terms on
which additional equity financing may be sought, providing liquidity for
incentive stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity for
shareholders and other factors. Business  opportunities may be available 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 difficult and complex.

    In analyzing prospective a business combination, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors.  This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.

   While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

2013 Year-End Analysis

      The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and incorporation and
accounting fees as required for incorporation and for the preparation
of the Company's financial statements.

     As of December 31, 2013, the Company had not generated revenues
and had no income or cash flows from operations since inception.  At
December 31, 2013, the Company had sustained a net loss of $657
and had an accumulated deficit of $657.

Item 8.  Financial Statements and Supplementary Data

     The financial statements for the year ended December 31, 2013
are attached hereto.

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     The Company filed a Form 8-K on June 16, 2014, noticing the change
of its accountants with the dismissal of its former accountants on April
15, 2014 and the engagement of its new accountants on May 14, 2014.  The
prior accountants issued a letter exhibit to the Form 8-K expressing no
disagreements with the Company.

Item 9A.   Controls and Procedures

    Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules.  This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).

     There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of the evaluation.  Based upon that evaluation, the principal
executive officer believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer is directly involved in the
current day-to-day operations of the Company.

Management's Report of Internal Control over Financial Reporting

     The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2013, based on the criteria establish in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treaedway Commission.  Based on this evaluation, management
concluded that the Company's internal control over financial reporting
was effective as of December 31, 2013, based on those criteria. A
control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues
have been detected.

     KCCW Accountancy Corp., the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

     There have been no changes in the Company's internal controls over
financial reporting  during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

Item 9B.  Other Information

     Not applicable.

                             PART III

Item 10.  Directors, Executive Officers, and Corporate Governance;


     The Directors and Officers of the Company are as follows:

      Name                      Positions and Offices Held
     -----------------               -----------
     Hagop Jack Chamlian        Chief Executive Officer, Director
     Jahn De Khudikine          Vice President President, Director

Management of the Company

     The Company has no full time employees.

    On March 10, 2014 James Cassidy and James McKillop, both
directors of the Company and the then president and vice president,
respectively, resigned as directors and all offices of the Company.
Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of
the Company's common stock.

      Hagop Jack Chamlian serves as Chief Executive Officer and a director
of the Company.  Mr. Chamlian has over 20 years experience as a professional
manager. He has worked as the program coordinator on projects that have in
successfully established new automotive brake pad compound fiction, obtained
certification for U.S. and Canadian compliance vehicles and the design of
service development plans and operation assessments.  Since 1994, Mr. Chamlian
has managed the importation and distribution of automotive OEM replacement
parts, the importation and certification of Jordan motors and the importation
and certification of TGB, New force including Hum ATVs, UTVs and scooters.
He currently works on the development and manufacturing of Denebola Maverick
recreational vehicles and street-legal scooters.  Mr. Chamlian received a
degree in Mechanical Engineering from AUB.

    Jahn De Khudikine serves as Vice President and a director of the
Company.  From 1991 to 1999, Mr. De Khudikine worked in the jewelry industry
establishing Structure Jewelry Design, Inc. which was successfully sold after
four years of operation to MGM Jewelry Inc.  Subsequently Mr. De Khudikine
acquired and established Brandwood Hotel, Inc., Glendale, California. Mr.
De Khudikine has managed the hotel and recreated it into a successful boutique
property in Glendale, CA.  Mr. De  Khudikine received a Certificate in
Strategic Management from Cornell University, Ithaca, New York, in 2013.

Conflicts of Interest

    Messrs. Chamlian and Khudikine are the only officers and directors
of the Company, and as such will be the only persons responsible for the
decisions regarding any business combination and such a business combination
may be effected with a company with which either or both them has an interest.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

     Code of Ethics.  The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.  The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital.  The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied.  Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code.  At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.

     Corporate Governance.  For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors.  The Company has no activities, and receives no
revenues.  At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.
Because there are only three shareholders of the Company, there is no
established process by which shareholders to the Company can nominate
members to the Company's board of directors.  Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.

Item 11.  Executive Compensation

     The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The sole officer and director is not accruing any compensation
pursuant to any agreement with the Company.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

     The Company does not have a compensation committee for
the same reasons as described above.


Item 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters

     The following table sets forth, as of December 31, 2013, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock.  The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.


Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock

James Cassidy                        10,000,000               50%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop                       10,000,000               50%
9454 Wilshire Boulevard
Beverly Hills, California 90212


All Executive Officers and           20,000,000
Directors as a Group (2 Person)


	The following table updates the above information as of the
date of filing this report.

Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock(1)

James Cassidy                       250,000               1.2%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop                      250,000                1.2%
9454 Wilshire Boulevard
Beverly Hills, California 90212

Hagop Jack Chamlian		   10,200,000	           49.8%

Jahn De Khudikine                   9,800,000              47.8%



All Executive Officers and         20,000,000
Directors as a Group (2 Persons)

(1)  Based on 20,500,000 shares outstanding.

Item 13.  Certain Relationships and Related Transactions and
	  Director Independence

   Messrs. Chamlian and de Khudikine are the majority shareholder of the
Company and also serve as its only officers and directors.

    As the organizers and developers of Fig Run Acquisition Corporation, James
Cassidy and James McKillop may be considered promoters.  Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until the date of the change in control, without repayment.

    The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely  Mr. Hauge would not be considered an independent director if
it were to do so.


Item 14.  Principal Accounting Fees and Services.

    The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees.  The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.


Audit Fees

     The aggregate fees incurred for professional services rendered
by the independent registered public accounting firm for the audits
of the Company's annual financial statements and review of financial
statements included in the Company's Form 10-K and Form 10-Q reports
and services normally provided in connection with statutory and
regulatory filings or engagements were as follows:

                         December 31, 2013
	                 -----------------

KCCW Accountancy Corp       $ 5,000
Anton & Chia                     --

	The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.



                        PART IV


Item 15.  Exhibits, Financial Statement Schedules

	There are no financial statement schedules nor exhibits filed
herewith.  The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.


-----------------------------------------------------------
FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 1 Balance Sheet as of December 31, 2013 2 Statement of Operations for the period from July 2, 2013 (Inception) to December 31, 2013 3 Statement of Stockholders' Equity for the Period from July 2, 2013 (Inception) to December 31, 2013 4 Statement of Cash Flows for the period from July 2, 2013 (Inception) to December 31, 2013 5 Notes to Financial Statements 6-8 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Fig Run Acquisition Corporation: We have audited the accompanying balance sheet of Fig Run Acquisition Corporation (the "Company") as of December 31, 2013, and the related statements of operations, stockholders' equity, and cash flows for the period from inception (July 2, 2013) to December 31, 2013. The Company's management is responsible for these financial statements. 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Fig Run Acquisition Corporation as of December 31, 2013, and the results of its operations and its cash flows for the period from inception (July 2, 2013) to December 31, 2013 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 described in Note 2 of the financial statements, the Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended December 31, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plan in regard to these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ KCCW Accountancy Corp. Diamond Bar, California July 14, 2014
-------------------------------------------------------------------- FIG RUN ACQUISITION CORPORATION BALANCE SHEET ASSETS December 31, 2013 ----------------- Current assets Cash $ 2,000 ----------------- Total assets $ 2,000 ================= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accrued liabilities $ 400 ----------------- Total liabilities 400 ----------------- Stockholders' equity Preferred stock, $0.0001 par value, 20,000,000 authorized; none outstanding - Common Stock; $0.0001 par value, 2,000 100,000,000 shares authorized; 20,000,000 shares issued and outstanding Additional paid-in capital 257 Accumulated deficit (657) ----------------- Total stockholders' equity 1,600 ----------------- Total Liabilities and stockholders' equity $ 2,000 ================= The accompanying notes are an integral part of these financial statements 2
-------------------------------------------------------------------- FIG RUN ACQUISITION CORPORATION STATEMENT OF OPERATIONS For the period from July 2, 2013 (Inception) to December 31, 2013 ----------------- Revenue $ - Cost of revenue - ----------------- Gross profit - Operating expenses 657 ----------------- Operating loss before income taxes (657) Income tax expense - ----------------- Net loss $ (657) ================= Loss per share - basic and diluted $ (0.00) ----------------- Weighted average shares-basic and diluted 20,000,000 ================= The accompanying notes are an integral part of these financial statements 3
-------------------------------------------------------------------- FIG RUN ACQUISITION CORPORATION STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Deficit Accumulated Common Stock Additional During the Total ----------------------- Paid-In Development Stockholders' Shares Amount Capital Stage Equity Balance, July 2, 2013 (Inception) - $ - $ - $ - $ - Issuance of common stock 20,000,000 2,000 - - 2,000 Additional stockholders' contribution - - 257 - 257 Net loss - - - (657) (657) ========== ======= ======= ========= ========= Balance, December 31, 2013 20,000,000 $ 2,000 $ 257 $ (657) $ 1,600 ========== ======= ======= ========= ========= The accompanying notes are an integral part of these financial statements 4
-------------------------------------------------------------------- FIG RUN ACQUISITION CORPORATION STATEMENT OF CASH FLOWS For the period from July 2, 2013 (Inception) to December 31, 2013 ------------------ OPERATING ACTIVITIES Net loss $ (657) Changes in Operating Assets and Liabilities Accrued liabilities 400 ------------------ Net cash used in operating activities (257) ------------------ FINANCING ACTIVITIES Proceeds from issuance of common stock 2,000 Proceeds from stockholders' contribution 257 ------------------ Net cash provided by financing activities 2,257 ------------------ Net increase in cash 2,000 Cash, beginning of period - ------------------ Cash, end of period $ 2,000 ================== The accompanying notes are an integral part of these financial statements 5
-------------------------------------------------------------------- FIG RUN ACQUISITION CORPORATION Notes to the Financial Statements NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Fig Run Acquisition Corporation ("Fig Run" or "the Company") was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with Fig Run. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934. BASIS OF PRESENTATION The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP 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, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. As of December 31, 2013, the Company had cash and cash equivalents of $2,000.
-------------------------------------------------------------------- CONCENTRATION OF RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2013 INCOME TAXES Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2013, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2013, there are no outstanding dilutive securities. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.
-------------------------------------------------------------------- NOTE 2 - GOING CONCERN The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended December 31, 2013. The Company had working capital of $1,600 and an accumulated deficit of $657 as of December 31, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations. NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS Not Adopted In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements. Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements. NOTE 4 STOCKHOLDERS' EQUITY On July 9, 2013, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2013, 20,000,000 shares of common stock and no preferred stock were issued and outstanding. NOTE 5 Subsequent Event On March 10, 2014, the following events occurred which resulted in a change of control of the Company: The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of the Company's common stock. Hagop Jack Chamlian and Jahn De Khudikine were named as directors of the Company and Hagop Jack Chamlian was appointed Chief Executive Officer and Jahn De Khudikine Vice President of the Registrant. On March 10, 2014 the Company issued 10,200,000 shares of common stock to Hagop Jack Chamlian and 9,800,000 shares of common stock to Jahn De Khudikine for an aggregate of 20,000,000 shares at par representing 97.6% of the then total outstanding 20,500,000 shares of common stock. Management has evaluated subsequent events through July 14, 2014, the date which the finanical statements were available to be issued. All subsequent events requiring recognition as of December 31, 2013 have been incorporated into these financial statements, and besides the disclosures herein, there are no subsequent events that require disclosure in accordnace with FASB ASC Topie 855, "Subsequent Events".
-------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIG RUN ACQUISITION CORPORATION By: /s/ Hagop Jack Chamlian Chief Executive Officer Dated: July 14, 2014 By: /s/ Hagop Jack Chamlian Chief Financial Officer Dated: July 14, 2014 Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. NAME OFFICE DATE /s/ Hagop Jack Chamlian Director July 14, 2014 /S/ Jahn De Khudikine Director July 14, 2014