UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

___________________________

FORM 10-Q

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

For the quarter ended: 30 April 2013FOR THE QUARTER ENDED: 31 MARCH 2014

OR

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

Commission File Number: 000 -– 53492

PopBig,___________________________

EMAV Holdings, Inc.
(Name of small business issuer in its charter)

___________________________

Delaware26-3167800
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1900 Main Street, #300, Irvine, California 92614
(Address of principal executive offices) (zip
1900 Main Street, #300
Irvine, California 9261492614
(Address of principal executive offices)(zip code)

Registrant’s telephone number, including area code:  (949) 851-5996

___________________________

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES [X]    NO [X[  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405(Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]     No [_]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large Accelerated Filer
o
Accelerated Filero
Non-accelerated Filer
o
Smaller Reporting CompanyS

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)YES [X]       NO [ ]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES [ ]      NO [X]

As of 12 September 2013May 14, 2014, there were 12,162,04051,544,565 shares of the issuer’sregistrant’s common stock, $0.001$.001 par value per share, outstanding.

 
 
 
EMAV Holdings, Inc.

 POPBIG, INC.Form 10-Q
For the Quarter Ended 31 March 2014

TABLE OF CONTENTS

  Page
Part I- Financial Information 
   
Item 1.Financial Statements1
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations710
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk1016
   
Item 4.Controls and Procedures1116
   
Part II- Other Information 
   
Item 1.Legal Proceedings1317
   
Item 1A1A.Risk Factors1317
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1917
   
Item 3.Default Upon Senior Securities1917
   
Item 4.Submission of Matters to a Vote of Security HoldersMine Safety Disclosures1917
   
Item 5.Other Information1917
   
Item 6.Exhibits1918
   
Signatures20
 
 
 
 

PART I - FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS.
Item 1.Financial Statements.

PopBig, Inc. 
Balance Sheet 
  
  April 30,  Oct 31, 
  2013  2012 
   (Unaudited)    
Assets      
Current assets      
Cash $0  $0 
Prepaid expenses  0   0 
  Total current assets  0   0 
         
Total Assets $0  $0 
         
Liabilities and Stockholders’ Deficit        
Current liabilities:        
Accounts payable-trade $8,245  $8,245 
Accrued expenses  18,000   0 
Due to related parties  0   0 
 Total current liabilities  26,245   8,245 
         
Stockholders’ Deficit:        
Common stock-300,000,000 authorized $.001 par value 12,162,040 shares issued & outstanding
  12,162   12,162 
Additional paid-in capital  176,865   176,865 
Deficit accumulated since quasi reorganization Oct. 31, 2005  (215,272)  (197,272)
Total Stockholders’ Deficit  (26,245)  (8,245)
         
Total Liabilities & Stockholders’ Deficit $0  $0 
EMAV HOLDINGS, INC. AND SUBSIDIARY
 
(A Development Stage Company) 
 Condensed Consolidated Balance Sheets 
       
  March 31,  December 31, 
  2014  2013 
ASSETS (Unaudited)    
       
Current Assets:      
Cash and cash equivalents $40,276  $125,450 
Total Current Assets  40,276   125,450 
         
Property and equipment, net  38,274   2,289 
         
Total Assets $78,550  $127,739 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
Current liabilities:        
Accounts payable $12,000  $14,000 
Accrued liabilities  3,112   2,192 
Deposit for future issuance of common stock  -   30,000 
Note payable, current portion, net of debt discount of $16,364, both at March 31, 2014 and December 31, 2013, respectively  33,687   25,419 
Total Current Liabilities  48,799   71,611 
         
Note payable, net of current portion, net of debt discount of $4,091 at December 31, 2013  -   4,177 
         
Total Liabilities  48,799   75,788 
         
Commitments and contingencies (Note 6)        
         
Stockholders' Equity        
Common stock, $0.001 par value, 100,000,000 shares authorized, 51,409,565 shares and 51,002,565 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively  51,410   51,003 
Additional paid in capital  1,258,691   1,075,598 
Deficit accumulated during development stage  (1,280,350)  (1,074,650)
Total Stockholders' Equity  29,751   51,951 
         
Total Liabilities and Stockholders' Equity $78,550  $127,739 

The accompanying notes are an integral part of these unaudited interimcondensed consolidated financial statements.
 
 
1
 
PopBig, Inc.
Statement of Operations
(Unaudited)

  Six Months Ended  Three Months Ended 
  April 30,  April 30, 
  2013  2012  2013  2012 
             
Revenue $0  $0  $0  $0 
                 
Costs & Expenses:                
General and administrative  18,000   20,000   9,500   14,500 
Interest  0   0   0   0 
Total Costs & Expenses  18,000   20,000   9,500   14,500 
                 
Loss from continuing operations before income taxes  (18,000)  (20,000)  (9,500)   (14,500)
Income taxes  -   -   0   - 
                 
Net loss $(18,000) $(20,000) $(9,500)  $(14,500)
                 
Basis and diluted per share amounts:                
Basic and diluted net loss per share $(0.00) $(0.00)  $(0.00) $(0.00) 
                 
Weighted-average shares outstanding (basic and diluted)  12,162,040   12,162,040   12,162,040   12,162,040 
EMAV HOLDINGS, INC. AND SUBSIDIARY
 
(A Development Stage Company) 
 Condensed Consolidated Statements of Operations 
          
  For the three months ended March 31,  
From March 11,
 2010 (Inception)
to March 31,
 
  2014  2013  2014 
  (Unaudited)  (Unaudited)  (Unaudited) 
          
Revenues $-  $-  $308,722 
             
Cost of goods sold  -   -   292,175 
             
Gross Profit (Loss)  -   -   16,547 
             
Operating Expenses            
Depreciation  1,494   -   6,462 
General and administrative  199,195   21,073   1,153,987 
Total Operating Expenses  200,689   21,073   1,160,449 
             
Operating Loss from Operations  (200,689)  (21,073)  (1,143,902)
             
Other Income (Expenses)            
Interest expense  (5,011)  -   (16,800)
Write down of assets  -   -   (18,648)
Write-off of investments in LLCs  -   -   (101,000)
Total Other Income (Expenses)  (5,011)  -   (136,448)
             
Loss from Continuing Operations before Income Taxes  (205,700)  (21,073)  (1,280,350)
             
Provision for income tax  -   -   - 
             
Net loss $(205,700) $(21,073) $(1,280,350)
             
Basic and diluted net loss per share $(0.00) $(0.00)    
             
Weighted average number of shares outstanding  51,090,432   37,565,721     

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

 
2
 


PopBig, Inc. 
Statement of Cash Flows 
(Unaudited) 
  Six Months Ended 30 April 
  2013  2012 
       
Cash flows from operating activities:      
Net Loss $(18,000) $(20,000)
Adjustments required to reconcile net loss to cash used in operating activities:
        
Fair value of services provided by related parties      6,000 
Expenses paid by related parties  0   11,500 
Increase (decrease) in accounts payable & accrued expenses  18,000   2,500 
 Cash used by operating activities:  0   0 
         
  Cash used in investing activities  0   0 
         
 Cash flows from financing activities:        
Proceeds from issuance of common stock  0   0 
Redemption of common stock  0   0 
Proceeds from issuance of preferred stock  0   0 
Capital contributed by related party  0   0 
Proceeds of related party debt borrowings  0   0 
  Cash generated by financing activities  0   0 
         
Change in cash  0   0 
Cash-beginning of period  0   0 
Cash-end of period $0  $0 
EMAV HOLDINGS, INC. AND SUBSIDIARY
 
(A Development Stage Company) 
Condensed Consolidated Statements of Cash Flows 
          
  For the three months ended March 31,  
From March 11,
2010 (Inception)
to March 31,
 
  2014  2013  2014 
  (Unaudited)  (Unaudited)  (Unaudited) 
Cash Flows from Operating Activities:         
Net loss $(205,700) $(21,073) $(1,280,350)
Adjustment to reconcile net loss to net cash used in operating activities:            
Depreciation  1,494   -   6,462 
Write down of fixed assets  -   -   18,648 
Write-off of investment in 3 LLCs  -   -   101,000 
Issuance of founder shares  -   -   35,932 
Amortization of debt discount  4,091   -   13,636 
Changes in operating assets and liabilities:            
Advances receivable  -   (4,737)  (29,433)
Accounts payable  (2,000)  -   10,000 
Accrued liabilities  920   -   3,112 
Net cash used in operating activities  (201,195)  (25,810)  (1,120,993)
             
Cash Flows from Investing Activities:            
Purchase of property and equipment  (37,479)  -   (63,384)
Net cash used in investing activities  (37,479)  -   (63,384)
             
Cash Flows from Financing Activities:            
Cash proceeds from sale of stock  153,500   30,000   1,174,602 
Cash proceeds from line of credit, net of payments  -   (17)  - 
Cash proceeds from short term loan, net of payments  -   (400)  - 
Cash proceeds from note payable  -   -   53,000 
Cash payments against note payable  -   -   (2,949)
Net cash provided by financing activities  153,500   29,583   1,224,653 
             
Net increase (decrease) in cash and cash equivalents  (85,174)  3,773   40,276 
             
Cash and cash equivalents, beginning of the period  125,450   -   - 
             
Cash and cash equivalents, end of the period $40,276  $3,773  $40,276 
             
Supplemental disclosures of cash flow information:            
Cash paid for income taxes $-  $-  $- 
Cash paid for interest $-  $-  $51 
             
Supplemental disclosures of non-cash investing and financing activities:            
Negative equity on reverse merger acquisition $-  $-  $(31,433)
             
Issuance of common stock in conjunction with note payable $30,000  $-  $30,000 
             
Issuance of common stock for investment in subsidiaries $-  $-  $101,000 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

EMAV HOLDINGS, INC. AND SUBSIDIARY
 
(A Development Stage Company) 
Condensed Consolidated Statement of Shareholders' Equity (Deficit) 
From March 11, 2010 (Inception) to March 31, 2014 
                
  Common Shares  Additional  
Deficit
 Accumulated
 during Development
    
  Number  Par Value  Paid in Capital  Stage  Total 
Balance - March 11, 2010  -  $-  $-  $-  $- 
Issuance of shares to founders  35,932,055   35,932   -   -   35,932 
Common shares sold at $0.50 per share  750,000   750   374,250   -   375,000 
Common shares issued for acquisition of subsidiaries  202,000   202   100,798   -   101,000 
Net loss - 2010  -   -   -   (522,060)  (522,060)
Balance - December 31, 2010  36,884,055   36,884   475,048   (522,060)  (10,128)
                     
Common shares sold at $0.50 per share  20,000   20   9,980   -   10,000 
Common shares sold at $0.30 per share  461,667   462   138,038   -   138,500 
Common shares sold at $0.20 per share  75,000   75   14,925   -   15,000 
Net loss - 2011  -   -   -   (167,995)  (167,995)
Balance - December 31, 2011  37,440,722   37,441   637,991   (690,055)  (14,623)
                     
Common shares sold at $0.30 per share  61,666   61   18,439   -   18,500 
Net loss - 2012  -   -   -   (19,394)  (19,394)
Balance - December 31, 2012  37,502,388   37,502   656,430   (709,449)  (15,517)
                     
Common shares sold at $0.50 per share  313,303   314   156,338   -   156,652 
Common shares sold at $0.30 per share  1,024,834   1,025   306,425   -   307,450 
Recapitalization  12,162,040   12,162   (43,595)  -   (31,433)
Net loss  -   -   -   (365,201)  (365,201)
Balance - December 31, 2013  51,002,565   51,003   1,075,598   (1,074,650)  51,951 
                     
Common shares sold at $0.50 per share  307,000   307   153,193   -   153,500 
Common shares issued in conjunction with notes payable  100,000   100   29,900   -   30,000 
Net loss  -   -   -   (205,700)  (205,700)
Balance - March 31, 2014 - (Unaudited)  51,409,565  $51,410  $1,258,691  $(1,280,350) $29,751 
The accompanying notes are an integral part of these unaudited interimcondensed consolidated financial statements.
 
 
34
 

EMAV Holdings, Inc. and Subsidiary
POPBIG, INC.(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTSNotes to  Condensed Consolidated Financial Statements
March 31, 2014
(Unaudited)

1.           Basis
NOTE 1 – Nature of Presentation:Operations and Going Concern

Effective October 31, 2005,As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we” and “EMAV” shall mean EMAV Holdings, Inc., a Delaware corporation, and its wholly-owned consolidated subsidiary Electric Motors and Vehicles Company.

EMAV Holdings, Inc. was originally incorporated on May 14, 1987 in Florida as Ventura Promotion Group, Inc. The Company became a public company in July 1998 and on November 12, 1998 changed its name to American Surface Technologies International, Inc. In September 2001, the State of Florida administratively dissolved the Company approvedfor not maintaining proper filings with the state and authorizednot paying franchise tax fees. In 2006, the Company changed its name to Global Environmental, Inc. In December 2007, the Company re-domiciled to Delaware and on August 27, 2008, changed its name to Ravenwood Bourne, Ltd.  Effective September 30, 2011, the Company changed its name to PopBig, Inc.

On December 26, 2013, the Company changed its name to EMAV Holdings, Inc. and entered into a plan of quasi reorganizationmerger agreement to acquire Electric Motors and restatement of accounts to eliminate the accumulated deficitVehicles Company, a Delaware corporation (“EMAVC”). The merger completed on December 27, 2013 and related capital accounts on the Company’s balance sheet.  The Company concluded its period of reorganization after reaching a settlement agreement with all of its significant creditors.  The Company, as approved by its Board of Directors, elected to state its November 1, 2005, balance sheetis being accounted for as a “quasi reorganization”, pursuantreverse merger and recapitalization in which EMAVC is deemed to ARB 43.  These rules requirebe the revaluation of allaccounting acquirer. Consequently, the assets and liabilities to their current values through a current charge to earnings and the eliminationoperations that will be reflected in the historical financial statements prior to the merger will be those of any deficit in retained earnings by charging paid-in capital.  From November 1, 2005 forward,EMAVC and will be recorded at the historical cost basis of EMAVC, and the consolidated financial statements subsequent to completion of the merger include the assets and liabilities of EMAV and EMAVC, and the operations of the combined Company has recorded net income (and net losses)from the closing date of the merger. The Company elected to retained earnings and (and net losses)change its fiscal year end to retained earnings and (accumulated deficit)be December 31 (see Note 3).

Electric Motors And Vehicles Company was formed under the laws of Delaware on March 11, 2010. The Financial Statements presented hereinCompany’s principal business is electric vehicle manufacturing and sales. The Company will design, assemble, and sell premium electric rugged sport adventure vehicles. EMAVC will deploy a unique approach to build and bring its vehicles to market. Rather than creating a new vehicle and building out a new distribution network, EMAVC will use the four-door Jeep Wrangler as the platform for its signature electric vehicle. The Company will then sell its vehicles directly through Jeep dealerships.
The accompanying unaudited interim condensed financial statements as of March 31, 2014 and 2013 of EMAV Holdings, Inc. and Subsidiary have been prepared by us in accordance with the accounting policies described in our October 31, 2012 audited financial statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K originally filed with the SEC on April 15, 2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted.
The Company’s unaudited consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established a stable ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $205,700 for the three months ended March 31, 2014, used net cash in operating activities of $201,195 and has an accumulated deficit of $1,280,350 as of March 31, 2014. The Company had a working capital deficit of $8,523 and total stockholders’ equity of $29,751 as of March 31, 2014. These factors, among others raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s unaudited consolidated financial statements. The unaudited consolidated financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. The unaudited consolidated financial statements of the Company conform to accounting principles generally accepted in the United States of America (U.S. GAAP).

5
EMAV Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2014
(Unaudited)




Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Electric Motors and Vehicles Company. All intercompany balances and transactions are eliminated in consolidation.

Use of Estimates
The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires usmanagement to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities revenues and expenses, and related disclosure of contingent assets and liabilities. We base ourliabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and on various other assumptionsfactors that are believedit believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other resources. Actualsources. The actual results experienced by the Company may differ materially and adversely from thesethe Company’s estimates. To the extent there are material differences between the estimates under different assumptions or conditions.

Inand the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position andactual results, future results of operations and cash flows as of and for the six and three month periods ended April 30, 2013 and 2012. All such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.will be affected.

2.           Going Concern
The accompanying financial statements have been prepared on a going concern basis. The Board of Directors of the Company has determined that the best course of action for the Company is to complete a business combination with an existing business. The Company has limited liquidity or capital resources. In the event that the Company cannot complete a merger or acquisition and cannot obtain capital needs for ongoing expenses, including expenses related to maintaining compliance with the securities laws and filing requirements of the Securities Exchange Act of 1934, the Company could be forced to cease operations.
Development Stage Risk
The Company currently plans to satisfy itshas earned minimal revenues from operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.  Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, shareholders’ equity (deficit) and cash requirements forflows disclose activity since the next 12 months by borrowing from its officer and director or companies affiliated with its officer and director and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated entities. date of the Company’s inception.
Revenue Recognition
The Company currently expects that money borrowed will be used duringrecognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the next 12 months to satisfy the Company’s operating costs, professional fees and for general corporate purposes.related receivable is reasonably assured. The Company may explore alternative financing sources, although it currently has not done soclosely follows the provisions of ASC 605 “.Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.

4
3.           Earnings/LossEarnings (Loss) Per Common Share

BasicThe Company computes net lossearnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed usingby dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2014 and 2013, there were no potentially dilutive common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average numberOutstanding warrants to purchase 2,500,000 shares of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares formerly issuable upon the conversion of our Preferred Stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share,this calculation as inclusiontheir effect would be anti-dilutive for the periods presented.

There were no common equivalent shares required to be addeddue to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding for the six and three month periods ended April 30, 2013 or 2012.reported net losses in each period.

4.           New
Recent Accounting StandardsPronouncements

We qualifyThe Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

In May 2011, the FASB issued ASC update No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value MeasurementThe Company has implemented all new accounting pronouncements that are in effect and Disclosure Requirements in U.S. GAAP and IFRSs.  The amendments in this update result in common fair value measurement and disclosure requirements in US generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”).  Consequently, the amendments converge the fair value measurement guidance in U.S. GAAP and IFRS.  Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change a particular principle in ASC 820. The amendments in this update that change a particular principle or requirement for measuring fair value or disclosing information about fair value measurements include the following:  
·measuring the fair value of financial instruments that are managed within a portfolio,

·application of premiums and discounts in a fair value measurement, and

·additional disclosures about fair value measurements.  The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.
 In June 2011, the FASB issued ASC update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income.  The FASB decided to eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, among other amendments in this update.  The amendments require that all non-owner changes in stockholder’s equity be presented in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, the Company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income.  The statement of other comprehensive income should immediately follow the statement of net income and include the components of other comprehensive income and total for other comprehensive income, along with a total for comprehensive income.  
5
The entity is also required to present on the face of themay impact its unaudited consolidated financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of comprehensive income are presented.  The amendments in this update should be applied retrospectively, and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.
Management does not anticipatebelieve that the adoption of these standards willthere are any other new accounting pronouncements that have been issued that might have a material impact on theits financial statements.position or results of operations.

5.           Related Party Transactions Not Disclosed Elsewhere:

Due Related Parties: Amounts due related parties consist of corporate expenses paid directly by and cash advances received by affiliates.  Upon the transfer of stock ownership in January 2013, all related party liabilities were forgiven, and as such the liabilities outstanding at October 31, 2012, amounting to $29,996, were eliminated and recorded as capital contribution.  Subsequent to the transfer of stock ownership, the Company has continued to incur administrative costs but does not maintain cash to satisfy the related liabilities.  These costs have been paid on behalf of the Company by a company that is minority owned by a related party to the Company.  The Company has expensed $6,750 and $2,000 for the six and three-month periods ended 30 April 2013, respectively, related to amounts paid by this other party.  The liability related to these reimbursable amounts has been included in accrued expenses in the consolidated balance sheet.

Fair value of services: Certain related parties provided, without cost to the Company, their services, valued at $800 per month through the period ended 30 April 2012. Also, without cost to the Company, office space valued at $200 per month was provided, which totaled $1,200 and $600 for the six and three-month periods ended 30 April 2012, respectively. The total of these expenses was $6,000 and $3,000 for the six and three-month periods ended 30 April 2012, respectively, and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital. Subsequent to the transfer of stock ownership, the Company has relied upon the services of its Chief Executive Officer for all administrative functions, for which he has not yet been compensated.  The Company intends to compensate this individual when the funds are available.  The Company has recorded $11,250 and $7,500 as the value of these services for the six and three-month  periods ended 30 April 2013, respectively.  The liability related to this compensation is included in accrued expenses in the consolidated balance sheet.


 
6
 

EMAV Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2014
(Unaudited)



NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consists of:

  March 31,  December 31, 
  2014  2013 
  (Unaudited)    
       
Property and equipment $39,976  $2,497 
Less: accumulated depreciation  (1,702)  (208)
Property and equipment, net $38,274  $2,289 

Depreciation expense for the three months ended March 31, 2014 and 2013 was $1,494 and $0, respectively, and $6,462 since March 11, 2010 (Inception) to March 31, 2014.
NOTE 4 – NOTE PAYABLE

Note payable consists of:
  March 31,  December 31, 
  2014  2013 
  (Unaudited)    
       
Stockholder note payable, principal balance of $53,000, unsecured, interest bearing, monthly payment of $3,790 starting February 1, 2014, due April 1, 2015 $50,051  $50,051 
Note payable - current portion $50,051  $41,783 
Note payable - long term portion $-  $8,268 

On May 23, 2013, the Company executed a promissory note (the “Note”) with a third party lender in the principal amount of $53,000. The terms of the Note required the Company to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. The Company has recorded an interest expense of $920 and $0 for the three months ended March 31, 2014 and 2013 and $3,164 from March 11, 2010 (Inception) to March 31, 2014, and has recorded accrued interest of $3,112 as of March 31, 2014.

As additional consideration and not as additional interest, the Company agreed to issue 100,000 shares of restricted common stock at its fair value of $30,000 to the third party lender. As of December 31, 2013, the Company had not issued the 100,000 shares of its common stock and as such the value of shares to be issued was reflected as a liability in the balance sheet at that date. The Company formally issued the shares during the three month period ended March 31, 2014.
In connection with the issuance of the Note, the Company has recorded a debt discount in the amount of $30,000 which is being amortized to interest expense over the life of the Note. The Company has recognized interest expense of $4,091 and $13,636 related to the amortization of debt discount related to this Note for the three months ended March 31, 2014 and from May 23, 2013 to March 31, 2014, respectively. The net stock value of the unamortized portion of the debt discount was $16,364 at March 31, 2014.

The Company has recorded an interest expense of $5,011 and $0 for the three months ended March 31, 2014 and 2013, and $16,800 from March 11, 2010 (Inception) to March 31, 2014, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

In April 2010, the Company entered into a verbal agreement with its executive director for providing business consulting and marketing services to the Company. No fixed compensation was agreed at the time of the verbal agreement. The Company recorded an expense of $32,600 and $4,000 as consulting fees for the three months ended March 31, 2014 and 2013, respectively, and $168,284 since March 11, 2010 (Inception) to March 31, 2014. There were no amounts due under this arrangement as of March 31, 2014 or December 31, 2013.

The Company engaged an entity owned by the Chief Executive Officer/director of the Company to provide business advisory, consulting and legal services. The Company has recorded an expense of $21,500 and $10,000 as consulting services for the three months ended March 31, 2014 and 2013, respectively, and $117,362 since March 11, 2010 (Inception) to March 31, 2014. There were no amounts due under this arrangement as of March 31, 2014 or December 31, 2013.
7
 
ITEM 2.   MANAGEMENT’S DISCUSSION
EMAV Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2014
(Unaudited)


NOTE 6 – COMMITMENTS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCONTINGENCIES

Settlement of litigation
The Company entered into an agreement for public relations services (the “Agreement”) with an unrelated third party (“DLC”) in September 2010. The Company disputed the quality of the services rendered and failed to tender final payment under the Agreement. DLC initiated legal action against the Company in January 2012 for collection under the Agreement. The Company did not have the resources to contest the action, so a default judgment was entered against the Company in favor of DLC in July 2012 in the amount of $14,425. Thereafter, DLC sought to collect on the judgment, and the total amount claimed by DLC grew to over $25,000 as DLC was entitled to collect attorney’s fees under the Agreement.

In October 2013, the entire Agreement with DLC was negotiated and settled requiring the Company to pay DLC $3,000 in November 2013 and $1,000 per month for the next 12-month period. The Company agreed not to contest DLC’s ownership of 80,000 shares of the Company’s stock. The Company had recorded a liability and an expense of $15,000 as a result of this litigation in its consolidated financial statements as of December 31, 2010. As of March 31, 2014, the remaining liability on the settlement of $10,000 is included in accounts payable in the accompanying condensed consolidated financial statements. The Company has since paid $3,000 to DLC on April 19, 2014 for the months of February 2014, March 2014 and April 2014 monthly payments.

Legal Costs and Contingencies
In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.  If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

NOTE 7 - EQUITY TRANSACTIONS

The Company’s capitalization at March 31, 2014 was 100,000,000 authorized common shares with a par value of $0.001 per share.

Common stock
During the three months ended March 31, 2014, the Company sold 307,000 shares of its common stock at $0.50 per share and received total cash consideration of $153,500. All the common shares were sold to accredited investors pursuant to separate Private Placements. In addition, as discussed in Note 4, on March 31, 2014, the Company issued 100,000 shares of its common stock to a third party lender as additional consideration in conjunction with providing cash proceeds of $53,000 as loan to the Company on May 23, 2013. The common shares issued were valued at their fair value of $30,000 to the third party lender.

Warrants
In April 2010, the Company granted three individuals, warrants to purchase 2,500,000 shares of common stock at an exercise price of $0.25 per share as compensation in connection with the individuals providing introductions for raising capital for the Company. The warrants have a six year term and expire in April 2016. The fair value of 2,500,000 warrants at the original issue date was estimated to be $1,077,927 using a Black-Scholes option pricing model with an expected life of 6 years, a risk free interest rate of 2.96%, a dividend yield of 0%, and an expected volatility of 100%. The expected volatility was estimated to be 100% since the Company's stock is not traded and no historical volatility data is available. As these services were provided as part of the Company’s equity funding, the value of the warrants were recorded within equity as part of the accounting for the related equity transactions.

The Company has not established a stock option plan nor has issued any stock options outstanding as of March 31, 2014.

As a result of all common stock issuances, the total common shares issued and outstanding at March 31, 2014 were 51,409,565.

8
EMAV Holdings, Inc. and Subsidiary
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
March 31, 2014
(Unaudited)

NOTE 8 - CONCENTRATION OF CREDIT RISK

The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses related to this in any such accounts. The Company’s bank balances did not exceed FDIC insured amounts as of March 31, 2014 and 2013, respectively.

NOTE 9 – SUBSEQUENT EVENTS
From April 1, 2014 to May 14, 2014, the Company sold 135,000 shares of its common stock to accredited investors pursuant to a Private Placement and received a total cash consideration of $67,500.

9
Item 2.                      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

All references to “Holdings”, “we”, “our,” “us” and the “Company” in this Item 2 and elsewhere in this Quarterly Report  to “PopBig”, ” “we”, “our”, “us”, and the “Company”7 refer to PopBig,EMAV Holdings, Inc. and our wholly owned subsidiary, Electric Motors and Vehicles Company (“EMAV”).

The discussion in this section contains forward-looking statements. These statements relate to future events our future capital requirements or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would"“would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part II, Item 1A of this Quarterly Report or in the discussion2013 Annual Report filed with the Securities and analysis below.Exchange Commission on April 15, 2014. You should, however, understand that it is not possible to predict or identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be incorrect.wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion should be read in conjunction with the consolidated financial statements and the notes to those financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only asanalysis of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing in the 2013 Annual Report filed with the Securities and Exchange Commission on April 15, 2014 and elsewhere in this report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events.
Overview

Company Overview

Electric Motors and Vehicles Company (“EMAV”) was started in March, 2010 with the intent of bringing to market rugged electric vehicles. The business was initially focused on developing a relationship with the Jeep brand as that was the desired model to use for EMAV’s electric vehicles. EMAV designed a trailer/camper in conjunction with the MOPAR division of Jeep. The camper was approved as the first camper to be branded as a Jeep. EMAV sold the Jeep Camper directly through dealerships in 2010 and 2011. EMAV abandoned its involvement in the project in 2011 due to slow sales and the lack of financial statementsresources to support marketing for the program.

Through 2011 and 2012, EMAV focused its efforts on electric vehicle technology to be used in vehicles it planned to introduce. EMAV also developed the Power Regeneration Unit (“PRU”). It is a small camper designed to be towed behind an electric vehicle and is designed to significantly increase the range of the electric vehicle. EMAV has not commercialized the PRU and has not sold any units of the PRU. It is anticipated that at some time in the future the PRU may become one of the products offered by EMAV.

In 2013, EMAV once again focused its efforts on bringing to market a rugged electric vehicle. EMAV is described as a new car company which we propose to operate out of (i) a Jeep dealership we propose to acquire; and, (ii) an assembly facility we propose to lease. EMAV will design, assemble, and sell premium rugged sport adventure vehicles (“SAVs”), with an emphasis on offering electric versions, in addition to commercial products for the construction, fleet, military, homeland security and related notes.

OVERVIEW
Effective 31 October 2005, the Company approved and authorized a plan of quasi reorganization and restatement of accounts to eliminate the accumulated deficit and related capital accounts on the Company’s balance sheet. The Company concluded its period of reorganization after reaching a settlement agreement with all of its significant creditors. The Company, as approved by its Board of Directors, elected to state its November 1, 2005, balance sheet as a “quasi reorganization”, pursuant to ARB 43. These rules require the revaluation of all assets and liabilities to their current values through a current charge to earnings and the elimination of any deficit in retained earnings by charging paid-in capital. From November 1, 2005 forward, the Company has recorded net income (and net losses) to retained earnings and (and net losses) to retained earnings and (accumulated deficit).
Effective as of 30 September 2011, the Company changed its name from Ravenwood Bourne Ltd. to PopBig, Inc. The name change was effected through a parent/subsidiary merger of our wholly-owned subsidiary, PopBig, Inc., with and into the Company, with the Company as the surviving corporation. To effectuate the merger, the Company filed its Certificate of Merger with the Delaware Secretary of State and the merger became effective on 30 September  2011. The Company’s board of directors approved the merger which resulted in the name change. In accordance with the Delaware General Corporation Law, shareholder approval of the merger was not required. On the effective date of the merger, the Company’s name was changed to “PopBig, Inc.” and the Company’s Certificate of Incorporation was amended to reflect this name change.
7
Our current activities are related to seeking new business opportunities. We will use our limited personnel and financial resources in connection with such activities. It may be expected that pursuing a new business opportunity will involve the issuance of restricted shares of common stock. At 30 April 2013 and 31 October 2012, we had cash assets of $0. At 30 April 2013 and 31 October 2012, we had current liabilities of $26,245 and $8,245.  Included in the balance as of 30 April 2013 is $6,750 due to a company that is minority owned by a related party to the Company.
We have had no revenues for the six and three-month periods ended 30 April 2013 or 2012.  Our operating expenses for the six months ended 30 April 2013 and 2012 were $18,000 and $20,000, respectively, comprised of general and administrative expenses.  Our operating expenses for the six months ended 30 April 2013 and 2012 were $8,500 and $20,000, respectively, comprised of general and administrative expenses.  Our operating expenses for the three months ended 30 April 2013 and 2012 were $9,500 and 14,500, respectively, comprised of general and administrative expenses. Accordingly, we had a net loss of $18,000 and $20,000 for the six months ended 30 April 2013 and 2012, respectively, and a net loss of $9,500 and $14,500 for the three months ended 30 April 2013 and 2012, respectively.
On or around 24 January 2013 our former majority stockholder, Bedrock Ventures, Inc. (“Bedrock”), closed a transaction in which it sold all of the shares of our common stock it owned. In that transaction Bedrock sold 12,000,000 shares of our common stock to Keith A. Rosenbaum. Under the terms of the transaction we received no proceeds for the shares purchased and we were not a party to the transaction. Mr. Rosenbaum became our controlling stockholder, owning approximately 99% of our issued and outstanding shares of stock.
On 24 January 2013 our Board appointed Keith A. Rosenbaum to our Board of Directors and named Mr. Rosenbaum Chairman of the Board of our Company.
On 24 January 2013, immediately following the appointment of Mr. Rosenbaum, Fotis Georgiadis resigned as a member of our Board and resigned all officer positions he previously held. Mr. Georgiadis’ resignation was voluntary; it was the result of the prior agreement and understanding under which Mr. Rosenbaum acquired the 12,000,000 shares from Bedrock.
On 24 January 2013, immediately following the departure of Mr. Georgiadis, Mr. Rosenbaum was appointed as our CEO, CFO, and Secretary.
At this time, our Company does not have any employment or other arrangements with Mr. Rosenbaum regarding his current position as our sole officer and director.
CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
While we are dependent upon interim funding provided by management to pay professional fees and expenses, we have no written finance agreement with management to provide any continued funding. As of 30 April 2013 and 31 October 2012, the Company had current liabilities of $26,245 and $8,245, respectively. Included in the balance as of 30 April 2013 is $6,750 due to a company that is minority owned by a related party to the Company.
8
PLAN OF OPERATION
The Board of Directors of the Company has determined that the best course of action for the Company is to complete a business combination with an existing business. The Company has limited liquidity or capital resources. In the event that the Company cannot complete a merger or acquisition and cannot obtain capital needs for ongoing expenses, including expenses related to maintaining compliance with the securities laws and filing requirements of the Securities Exchange Act of 1934, the Company could be forced to cease operations.
The Company currently plans to satisfy its cash requirements for the next 12 months by borrowing from its officer and director or companies affiliated with its officer and director and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated entities. The Company currently expects that money borrowed will be used during the next 12 months to satisfy the Company’s operating costs, professional fees and for general corporate purposes. The Company may explore alternative financing sources, although it currently has not done so.
The Company will use its limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, the shareholders will experience a dilution in their ownership interest in the Company. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.
In connection with the plan to seek new business opportunities and/or effecting a business combination, the Company may determine to seek to raise funds from the sale of restricted stock or debt securities. The Company has no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all.
There are no limitations in the certificate of incorporation on the Company’s ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. The Company’s limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on the Company’s financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.

Management has substantial flexibility in identifying and selecting a prospective new business opportunity. The Company would not be obligated nor does management intend to seek pre-approval by our shareholders prior to entering into a transaction.

The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. The Company may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

The Company has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. At quarter ended 30 April 2013 the Company had a cash balance of $0. Management believes the Company will be able to offer owners of acquisition candidates the opportunityindustries. EMAV intends to acquire a controlling ownership interestJeep automotive dealership through which it will conduct certain aspects of its operations, and which will also afford EMAV access to Jeep vehicles which will serve as the platform/foundation for its vehicle sales. The automotive industry has invested heavily in electric vehicle technology and most manufacturers are now introducing electric vehicles as part of their product line. In addition, a publicly registered company without incurring the costnumber of new companies have emerged which exclusively manufacture and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8K’s, 10K’s, 10Q’s and agreements and related reports and documents. The Securities Exchange Act of 1934 (the “Exchange Act”), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statementssell electric vehicles. EMAV intends to be included withinunique in the numerous filings relevant to complying withmarketplace in that its proposed signature vehicle, the Exchange Act. Nevertheless, the officer and director of the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

9
The analysis of new business opportunitiesES, will be undertaken by, or underbased upon an existing iconic vehicle; the supervision of, the officer and director of the Company, or successor management, with such outside assistance as he or they may deem appropriate. The Company intends to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of the Company’s officer and director. In analyzing prospective business opportunities, the Company will 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 then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. The Company will not acquire or merge with any company for which audited financial statements are not available.4-door Jeep Wrangler.

The foregoing criteria are not intended to be exhaustive and there may be other criteria that the Company may deem relevant.

The Company currently has no plans to conduct any research and development or to purchase or sell any significant equipment. The Company does not expect to hire any employees during the next 12 months.

The Company intends to conduct its activities so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder.

OFF BALANCE SHEET ARRANGEMENTS
None.
ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to PopBig, Inc. as a smaller reporting company.
 
10
 
 
ITEM 4.   CONTROLS AND PROCEDURES.
ItOn December 27, 2013, we acquired all of the issued and outstanding common shares of EMAV in exchange for issuing 38,840,525 shares of our common stock. In addition, we assumed the obligations of EMAV to issue common shares pursuant to all outstanding warrants. Following the closing of the merger, EMAV became our wholly-owned subsidiary and the combined entity solely engaged in EMAV’s business. EMAV is the responsibilityacquirer for financial reporting purposes and EMAV Holdings, Inc. is the acquired company. The merger is being accounted for as a reverse-merger and recapitalization. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the merger will be those of EMAV and will be recorded at the historical cost basis, and the consolidated financial statements after completion of the chief executive officermerger will include the assets and chief financial officerliabilities of PopBig, Inc. to establish and maintain a system for internal controls over financial reporting such that PopBig, Inc. properly reports and files all matters required to be disclosed by the Exchange. Keith A. Rosenbaum is the Company’s chief executive officer and chief financial officer. The Company’s system is designed so that information is retained by the Company and relayed to counsel asEMAV, and when it becomes available. As the Company is a shell company with no or nominal businesshistorical operations Mr. Rosenbaum immediately becomes aware of matters that would require disclosure under the Exchange Act. After conducting an evaluationEMAV and operations of the effectivenesscombined company from the closing date of the designmerger. Subsequent to the merger, our operations are consolidated with the operations of EMAV.

EMAV has generated limited revenues from product sales, and operationno revenue from product sales during the three months ended March 31, 2014 and 2013, and for years ended December 31, 2013, 2012 and 2011. To date, we have funded our operations through the private sale of equity securities. We do not expect to generate revenue from product sales for at least the Company’s disclosure controls and proceduresnext nine months.

We have an accumulated deficit of $1,280,350 as of April 30, 2013, Mr. Rosenbaum has concluded thatMarch 31, 2014. Our net loss for the Company’s disclosure controlsperiod ended March 31, 2014 was $205,700 as compared to $21,073 for the same comparable period in 2013. Substantially all of our operating losses resulted from expenses incurred in connection with development of our vehicles and procedures were effective to ensure that information required to be disclosed by it in its reports filed or submitted under the Exchange Act is recorded, processed summarizedgeneral and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”).administrative costs associated with our operations.
 
This quarterly report does not include an attestation report ofWe expect to continue to incur significant expenses and increasing operating losses for at least the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subjectnext two to attestation byfour years. In the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commissionnear term, we anticipate that permit the Company to provide only management’s report in this quarterly report.our expenses will increase as we:
 
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to that evaluation, and there were no significant deficiencies or material weaknesses in such controls requiring corrective actions.
complete our initial vehicle offering;
 
EVALUATION OF AND REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
enter into production and marketing of our initial vehicle offering;
 
The management of the Registrant is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
continue our development additional vehicle offerings;
 
-Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
-Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
-Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
maintain, expand and protect our intellectual property portfolio; and
provide general and administrative support for our operations.

To fund our future operations we will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing development efforts, the potential expansion of our current development programs, potential new development programs, and related general and administrative support. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or at all.

Financial Operations Overview

Revenue and Cost of Goods Sold
We have not earned revenues from product sales for the three months ended March 31, 2014 and 2013, respectively. Revenues earned and cost of goods sold from March 11, 2010 (Inception) to March 31, 2014 were $308,722 and $292,175, respectively. We do not expect to earn revenues from product sales for at least the next nine months. We may never generate revenues from product sales as we may never succeed in selling our initial vehicle or commercializing any other products or vehicles.
 
 
11
 
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectivenessOperating Expenses

Operating expenses for the three months ended March 31, 2014 were $200, 689 as compared to future periods are subject$21,073 for the same comparable period in 2013. Operating expenses increased by $179,616 in 2014 primarily due to the riskincrease in general and administrative expense and depreciation expense. Operating expenses recorded from March 11, 2010 (Inception) to March 31, 2014 were $1,160,449.

General and administrative expense (G&A) was $199,195 and $21,073 for the three months ended March 31, 2014 and 3013, respectively. G&A expense increased in 2014 over 2013 by $178,122 primarily due to the increase in (a) consulting expenses related to development plans of our business and initial design of our vehicle, (b) expenses related to finance, business development and support functions, (c) travel expenses, (d) professional fees for auditing, tax and legal services, and (e) expenses for the cost of preparing, filing and prosecuting patent applications and maintaining, enforcing and defending intellectual property-related claims. G&A expense recorded from March 11, 2010 (Inception) to March 31, 2014 was $1,153,987.

We expect that controls may become inadequate becausegeneral and administrative expenses will increase materially as we operate as a public company. These increases will likely to include salaries and related expenses, legal and consulting fees, accounting and audit fees, director fees, increased directors’ and officers’ insurance premiums, fees for investor relations services and enhanced business and accounting systems, and other costs.

Depreciation expense for the three months period ended March 31, 2014 and 2013 was $1,494 and $0, respectively. During the year three months ended March 31, 2014 and 2013, we acquired property and equipment of changes in conditions, or that$37,479 and $0, respectively.  Depreciation expense recorded from March 11, 2010 (Inception) to March 31, 2014 was $6,462.

Other Income and Expenses

We did not record any other income for the degreethree month period ended March 31, 2014 and 2013.

Other expenses consisted of complianceinterest expense of $5,011 and $0 for the three month period ended March 31, 2014 and 2013, respectively. Interest expense was accrued and recorded on $53,000 stockholder loan obtained by us on May 23, 2013 for our working capital needs. In conjunction with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determinedexecution of stockholder loan, we issued 100,000 shares of our common stock to be effective can provide only reasonable assurance with respectthe lender as additional consideration and recorded a debt discount of $30,000 which is being accreted to financial statement preparation and presentation. Becauseinterest expense over the term of the inherent limitationsloan. For the three month period ended March 31, 2014, we recorded an interest expense of internal control, there is$4,091 related to the accretion of debt discount. In addition, we recorded interest expense of $920 on the principal balance borrowed from the stockholder for the three month period ended March 31, 2014. Total interest expense recorded from May 23, 2013 to March 31, 2014 was $16,800. We did not borrow any funds during the three month period ended March 31, 2013.

The Company recorded a risk that material misstatements may not be prevented or detected onwrite-down of property and equipment of $18,648 from March 11, 2010 (Inception) to March 31, 2014 due to the assessed impairment of value.

In June 2010, we acquired three limited liability companies (the “LLCs”) registered in the state of Indiana, with the purpose to start a timely basis by internal control over financial reporting. However, these inherent limitations are known featuresconsortium of manufacturers and suppliers for our electric vehicles. We issued in 2010, 202,000 shares of our common stock valued at $101,000 for the purchase of the financial reporting process. Therefore, it is possible to design intoLLCs. The common shares were valued at $0.50 per share fair value based upon contemporaneous cash sales of shares by the process safeguards to reduce, though not eliminate, this risk.
Company on the date of authorization by the Board for their issuance. Management assessed the effectivenesssubsequently revised its strategy and business plans and dissolved each of the Company’s internal control over financial reporting asthree LLCs in July 2013. The LLCs had no assets, no employees, no bank accounts, and no money-making operations since their formation. We recorded a write-off of 30 April 2013. In making this assessment, management usedinvestments in LLCs of $101,000 for the criteria set forthyear ended December 31, 2010. Total write-off of investments in LLCs recorded by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.us from March 11, 2010 (inception) to March 31, 2014 was $101,000.

Based on its assessment, management concluded that, as of 30 April 2013, the Company’s internal control over financial reporting is effective based on those criteria.
This quarterly report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Other than a change in the management of our Company, there was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
12
 
Liquidity and Capital Resources

Since our inception, our operations have been primarily financed through private sales of our equity. We have devoted our resources to funding the development of our initial vehicle. We have incurred operating losses in each year since our inception and we expect to continue to incur operating losses into the foreseeable future as we advance the ongoing development of our initial vehicle.

As of March 31, 2014 we had $40,276 of cash and cash equivalents compared to $125,450 at December 31, 2013. We believe that our existing capital resources, together with interest thereon, will not be sufficient to meet our projected operating requirements for at least the next 12 months and we will need to raise additional capital. Based on our operating plan, we will need additional funds to meet operational needs and capital requirements for product development and commercialization. We currently have no credit facility or committed sources of capital. To fund future operations we will need to raise additional capital and our requirements will depend on many factors, including the following:
Funding may not be available to us on acceptable terms or at any terms. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of, or even suspend development of our initial vehicle. We may seek to raise any necessary additional capital through a combination of public or private equity offerings, grants from the federal government, debt financings, collaborations, strategic alliances, licensing arrangements, and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our vehicle and future revenue streams, and we may have to grant licenses on terms that may not be favorable to us. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends.

The accompanying financial statements for the three month period ended March 31, 2014 and 2013 have been prepared on a basis that contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We have continuing net losses and negative cash flows from operating activities. In addition, we have deficiencies in working capital as of most of the balance sheet dates. These conditions raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. These circumstances caused our independent registered public accounting firm to include an explanatory paragraph in their report dated April 15, 2014, regarding their concerns about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to obtain additional financing as may be required to fund current operations. Management’s plans include selling our common stock to investors to raise working capital for operations and there is no assurance these plans will be realized.
Operating Activities

Net cash used in operating activities for the three month period ended March 31, 2014 was $201,195 which resulted primarily from the loss of $205,700, depreciation of $1,494, amortization of debt discount of $4,091, decrease in accounts payable of $2,000, and increase in accrued liabilities of $920. Net cash used in operating activities for the three months ended March 31, 2013 was $25,810, which resulted due to the net loss of $21,073 for the three months ended March 31, 2014 and increase in accounts receivable of $4,737.

Net cash used in operating activities from March 11, 2010 (Inception) to March 31, 2014 was $1,120,993, which resulted primarily from the loss of $1,280,350 , offset by depreciation of $6,462, write down of fixed assets of $18,648, write-off of investments in three LLCs of $101,000, issuance of founder shares for services for $35,932, amortization of debt discount of $13,636, increase in accounts receivable of $29,433, increase in accounts payable of $10,000, and increase in accrued liabilities of $3,112.

13
Investing Activities

Net cash used in investing activities for the three month period ended March 31, 2014 was $37,479 due to purchase of property and equipment. Net cash used in investing activities for the three month period ended March 31, 2013 was $0. Net cash used in investing activities from March 11, 2010 (Inception) to March 31, 2014 was $63,384 primarily due to purchase of property and equipment.

Financing Activities
Net cash provided by financing activities for the three month period ended March 31, 2014 was $153,500 primarily due to the receipt of cash proceeds of $153,500 received from sale of common stock. Net cash provided by financing activities for the three month period ended March 31, 2013 was $29,583 primarily as a result of the sale of common stock for the receipt of cash proceeds of $30,000, offset by net payments of line of credit of $17 and net payments of short term loan of $400.

Net cash provided by financing activities from March 11, 2010 (Inception) to March 31, 2014 was $1,224,653 primarily due to the receipt of cash proceeds of $1,174,602 from sale of common stock. The Company had executed a promissory note on May 23, 2013 and received $53,000 from a stockholder for its working capital requirements. The Company has made cash payment of principal of $2,949 as of March 31, 2014.
As a result of the above activities, we experienced a net decrease in cash of $85,174 for the three month period ended March 31, 2014, an increase in cash of $3,773 for the three months ended March 31, 2013, and an increase in cash of $40,276 from March 10, 2011 (Inception) to March 31, 2014. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common stock.

Contractual Commitments and Contingencies

The following table summarizes our obligations and commitments to make future payments under our contractual obligations:

Contractual Obligations

Stockholder Note Payable
On May 23, 2013, we executed a promissory note (the “Note”) with a stockholder third party lender in the principal amount of $53,000. The terms of the Note required us to make (a) a principal payment of $3,000 on or before June 6, 2013, and (b) fifteen (15) monthly payments of $3,790 each, including principal and interest, beginning  February 2014 through April 2015, at which time the entire principal amount, plus any and all accrued interest shall be due and payable. We made the principal payment of $3,000 before June 6, 2013. The following table shows our contractual obligation to make the payments in accordance with the terms of the Note.

For the twelve months ended March 31, 2015
December 31, 2014 $ 50,051
Total Contractual Obligations $ 50,051
 Other Obligations

In October 2013, we entered into a settlement agreement with a creditor to pay $15,000 of which we paid $3,000 in November 2013 and agreed to pay twelve monthly installments of $1,000 each starting December 2013. We have made payments in the amount of $5,000 covering the five months ended April 30, 2014.

14
JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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. We have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

While our significant accounting policies are described in more detail in Note 2 of our annual consolidated financial statements included in the 2013 Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.

Accounts and Advances Receivable
Accounts receivable represent income earned from sale of products for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. Management estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay.

The Company reviews its advances receivable for impairment whenever events or changes in circumstances indicate that the carrying amount of the receivable may not be recovered. If such receivables are considered to be impaired, the impairment loss recognized in operations is the amount by which the carrying value exceeds the fair value of the receivable.

Revenue Recognition
The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605, “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104.

Development Stage Risk
The Company has earned minimal revenues from operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, shareholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

15
Stock-Based Compensation
In accordance with ASC 718, Compensation – Stock Compensation, the Company accounts for share-based payments to employees using the fair value method. All transactions in which goods or services are received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company generally uses the Black-Scholes option pricing method to compute the fair value of options or warrants granted for goods or services.

Share based payments to non-employees are accounted for under the measurement and recognition criteria of ASC 505-50 “Equity Based Payments to Non-Employees”.
Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-K. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Newly adopted accounting pronouncements

In February 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-02 or ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 requires reporting and disclosure about changes in accumulated other comprehensive income balances and reclassifications out of accumulated other comprehensive income.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), and as provided in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.
Item 4.   Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission, or SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) under the Exchange Act, our management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective.

Changes in Our Controls
There were no changes in our internal controls over financial reporting during the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
16

PART II - OTHER INFORMATION
 
ITEM
Item 1.   LEGAL PROCEEDINGS.Legal Proceedings.
 
From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and any adverse result in these or other matters may arise from time to time that could harm our business. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A.   Risk Factors.
The section entitled “Risk Factors” in in the 2013 Annual Report filed with the Securities and Exchange Commission on April 15, 2014 is hereby incorporated by reference in this report as if set forth herein in its entirety.

You should carefully consider
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
During the following information about risks and uncertainties that may affect us or our business, together with the other information appearing elsewhere in this Quarterly Report on Form 10-Q, including our consolidated financial statements and the notes thereto, and the information in other reportsthree months ended March 31, 2014 we file with the SEC, including our Annual Report on Form 10-K for the year ended 31 October 2012 and our audited consolidated financial statements and the notes thereto included therein. If anycompleted closing of the following events, described as risks, actually occur, either alone or taken together, our business, financial condition, resultsa private placement pursuant to which we sold a total of operations and future growth prospects would likely be materially and adversely affected. In these circumstances, the market price307,000 shares of our common stock. The shares of common stock could decline,issued in this offering were offered and you may lose allsold without registration under the Securities Act, or part of your investmentstate securities laws, in our securities. An investment in our securities is speculative and involves a high degree of risk. You should not invest in our securities if you cannot bear the economic risk of your investment for an indefinite period of time and cannot afford to lose your entire investment. There may be additional risks that we do not presently know of or that we currently believe are immaterial which could also impair our business and financial position.

We are dependentreliance on the servicesexemptions provided by Section 4(a)(2) (previously 4(2)) of our sole officer and director.
PopBig is dependent upon the continued services of its sole officer and director, Keith A. Rosenbaum. If Mr. Rosenbaum were to cease offering his services while he is the sole officer and director, it is likely that the Company would cease to maintain its filings under the ExchangeSecurities Act and would cease to seek new business opportunities.
The company has no assetsRegulation D promulgated thereunder and no present source of revenues. The company is dependent uponin reliance on similar exemptions under applicable state laws, based on the financial support of its sole officer and director and entities with which he is affiliated.
At present, our business activities are limited to seeking potential business opportunities. Due to our limited financial and personnel resources, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have no assets and have no operating income, revenues or cash flow from operations. Our management is providing us with funding, on an as needed basis, necessary for us to continue our corporate existence and our business objective to seek new business opportunities, as well as funding the costs, including professional accounting fees, of registering our securities under the Exchange Act and continuing to be a reporting company under the Exchange Act. We have no written agreement with our management to provide any interim financing for any period. In addition, we will not generate any revenues unless and until we enter into a new business. As of 30 April 2013 and 31 October 2012 we had cash of $0 and $0, respectively.
13
Management has broad discretion over the selection of our prospective business.
Any person who invests in our securities will do so without an opportunity to evaluate the specific merits or riskslack of any potential new prospective business in which we may engage. As a result, investors will be entirely dependent on the broad discretion and judgment of managementgeneral solicitation or advertising in connection with the selection of a prospective business. The business decisions made by our management may not be successful.
Shareholders will not receive disclosure or information regarding a prospective business.
Assale of the datesecurities; the representation of this annual report, we have not yet identified any prospective business or industrythe investor to the Company that it is an accredited investor (as that term is defined in which we may seekRule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to become involved anddistribute them. The shares were sold at present we have no information concerning any prospective business. Management is not requireda per share purchase price of $0.50 per share, resulting in $153,500 in aggregate proceeds to and will not provide shareholdersthe Company.

On March 31, 2014, in connection with disclosure or information regarding prospective business opportunities. Moreover,promissory note executed by the Company on May 23, 2013 with a prospective business opportunity may not resultthird party lender in a benefit to shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors.
There is no active market for ourthe principal amount of $53,000 (the “Note”), the Company issued 100,000 shares of its common stock and accordingly our stock is illiquid and may remain so.
Our common stock has been subject to quotation on the over the counter bulletin board. There is not currently an active trading market in the Company's shares nor do we believe that any active trading market has existed for the last 2 years. No active trading market for our securities may develop following the effective date of this Registration Statement. The lack of an active trading market makes our stock illiquid to investors.

We have not specified an industry for new prospective business opportunities and accordingly risks associated with a specific business cannot be ascertained.
There is no basis for shareholders to evaluate the possible merits or risks of potential new business opportunities or the particular industry in which we may ultimately operate. To the extent that we effect a business combination with a financially unstable entity or an entity that is in its early stage of development or growth, including entities without established records of revenues or income, we will become subject to numerous risks inherent in the business and operations of that financially unstable company. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high degree of risk, we will become subject to the currently unascertainable risks of that industry. A high level of risk frequently characterizes certain industries that experience rapid growth. Although management will endeavor to evaluate the risks inherent in a particular new prospective business or industry, there can be no assurance that we will properly ascertain or assess all such risks or that subsequent events may not alter the risks that we perceive at the time of the consummation of any new business opportunity.
There are many blank check companies for which we will compete to attract business opportunities.
We expect to encounter intense competition from other entities seeking to pursue new business opportunities. Many of these entities are well-established and have extensive experience in identifying new prospective business opportunities. Many of these competitors possess greater financial, technical, human and other resources than we do. Based upon our limited financial and personnel resources, we may lack the resources as compared to those of many of our potential competitors.
14
There are potential risks if we enter into an acquisition or merger with a foreign company.
If we enter into a business combination, acquisition or merger with a foreign concern, 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, capital investment, resource self-sufficiency and balance of payments positions and in other respects.
We may require additional financing to maintain its reporting requirements and administrative expenses.

We have no revenues and are dependent upon the willingness of management and management controlled entities to fund the costs associated with the reporting obligations under the Exchange Act, and other administrative costs associated with our corporate existence.  For the six months ended 30 April 2013 and 2012, PopBig had incurred $18,000 and $20,000 for general and administrative expenses, respectively.  For the three months ended 30 April 2013 and 2012, PopBig had incurred $9,500 and $14,500 for general and administrative expenses, respectively. General and administrative expenses include accounting fees, reinstatement fees, and other professional fees. In addition, as of 30 April 2013 and 31 October 2012 PopBig had current liabilities of $26,245 and $8,245, respectively. Included in the balance as of 30 April 2013 is $6,750 due to a company that is minority owned by a relatedthird party to the Company. We may not generate any revenues unless and until the commencement of new business operations. We believe that management will continue to provide sufficient funds to pay accounting and professional fees and other expenses to fulfill our reporting obligations under the Exchange Act until we commence business operations. Through the date of this Form 10-Q, management related parties have made capital investments and additional for ongoing expenses. In the event that our available funds from our management and affiliates prove to be insufficient, we will be required to seek additional financing. Our failure to secure additional financing could have a material adverse effect on our ability to pay the accounting and other fees in order to continue to fulfill our reporting obligations and pursue our business plan. We do not have any arrangements with any bank or financial institution to secure additional financing and such financing may not be available on terms acceptable and in our best interests. We do not have any written agreement with our affiliates to provide funds for our operating expenses.
State blue sky registration may impose limitations on the resale of our common stock.
lender. The holders of our shares of common stock issued under the Note, and those persons, who desire to purchase our stockthe Note itself, were offered and sold without registration under the Securities Act, or state securities laws, in any trading market that might develop, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider the secondary market for our common stock to be a limited one.
There may be restrictionsreliance on the abilityexemptions provided by Section 4(a)(2) (previously 4(2)) of our shareholdersthe Securities Act and Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the securities; the representation of the lender to rely on rule 144 duethe Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and that it was purchasing the securities for its own account and without a view to distribute them.

Subsequent to our status as a shell company or former shell company.
Historically,fiscal quarter ended March 31, 2014 and prior to May 14, 2014 we received $67,500 from the SEC staff has taken the position that Rule 144 is not available for the resalesale of securities initially issued by companies that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:
15
●The issuer of the securities that was formerly a shell company has ceased to be a shell company;
●The issuer of the securities is subject to the reporting requirements of Section 14 or 15(d) of the Exchange Act;
●The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
●At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.
As a result, it is likely that pursuant to Rule 144, stockholders who receive our restricted securities in a business combination will not be able to sell our shares without registration until one year after we have completed our initial business combination.
There may be additional restrictions under rule 144 affecting the resale of our common stock.
Even if the Rule 144 rules regarding shell companies were satisfied, the SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date which also affect liquidity through Rule 144. Under these amendments, a person who has beneficially owned restricted135,000 shares of our common stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restrictedin private placements. The shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

●1% of the total number of securities of the same class then outstanding; or
●the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public informationissued were offered and notice provisions of Rule 144.
There may be restrictions under rule 145 affecting the resale of our common stock.
In the business combination context, Rule 145 has imposed on affiliates of either the acquirer or the target company restrictions on public resales of securities received in a business combination, even where the securities to be issued in the business combination were registered under the Securities Act. These restrictions were designed to prevent the rapid distribution of securities into the public markets after a registered business combination by those who were in a position to influence the business combination transaction. The recent adopted amendments to Rule 145 eliminate these restrictions in most circumstances.
16
Under the new amendments, affiliates of a target company who receive registered shares in a Rule 145 business combination transaction, and who do not become affiliates of the acquirer, will be able to immediately resell the securities received by them into the public marketssold without registration (except for affiliates of a shell company as discussed in the
following section). However, those persons who are affiliates of the acquirer, and those who become affiliates of the acquirer after the acquisition, will still be subject to the Rule 144 resale conditions generally applicable to affiliates, including the adequate current public information requirement, volume limitations, manner-of-sale requirements for equity securities, and, if applicable, a Form 144 filing.
There may be additional restrictions under rule 145 applicable to shell companies.
Public resales of securities acquired by affiliates of acquirers and target companies in business combination transactions involving shell companies will continue to be subject to restrictions imposed by Rule 145. If the business combination transaction is not registered under the Securities Act, thenor state securities laws, in reliance on the affiliates must look to Rule 144 to resell their securities (with the additional Rule 144 conditions applicable to shell company securities). If the business combination transaction is registered underexemptions provided by Section 4(a)(2) of the Securities Act then affiliatesand Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws, based on the lack of any general solicitation or advertising in connection with the sale of the acquirersecurities; the representation of each investor to the Company that it is an accredited investor (as that term is defined in Rule 501 of Regulation D) and target company may resellthat it was purchasing the securities acquired in the transaction, subjectfor its own account and without a view to the following conditions:

●distribute them. The issuer must meet all of the conditions applicable to shell companies under Rule 144;
●After 90 days from the date of the acquisition, the affiliates may resell their securities subject to Rule 144's volume limitations, adequate current public information requirement, and manner-of-sale requirements;
●After six months from the date of the acquisition, selling security-holders who are not affiliates of the acquirer may resell their securities subject only to the adequate current public information requirement of Rule 144; and
●After one year from the date of the acquisition, selling security-holders who are not affiliates or the acquirer may resell their securities without restriction.
The company may be subject to certain tax consequences in our business, which may increase our cost of doing business.
We may not be ableoffered or sold in the United States without an effective registration statement or pursuant to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third partiesan exemption 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 federalapplicable registration requirements. We have used, and state tax provisions. We intend to structure any business combination so ascontinue to minimizeuse, the federalremaining proceeds from the offering for working capital and state tax consequences to both us and the target entity. We cannot guarantee however 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.general corporate purposes.

Item 3.   Defaults Upon Senior Securities.
 
None.
Item 4.   Mine Safety Disclosures.

None.
Item 5.   Other Information.

None.

 
17
 
We will not declare dividends.
 
We do not expect to pay dividends for the foreseeable future because we have no revenues. The payment of dividends will be contingent upon our future revenues and earnings, if any, capital requirements and overall financial condition. The payment of any future dividends will be within the discretion of our board of directors. It is our expectation that after the commencement of new business operations that future management will determine to retain any earnings for use in business operations and accordingly, we do not anticipate declaring any dividends in the foreseeable future.Item 6   .EXHIBITS
We most likely will issue additional securities in conjunction with a business opportunity which will result in a dilution of present shareholder ownership.
Our Certificate of Incorporation, as amended, authorize the issuance of 300,000,000 shares of common stock, par value $0.001. As of 30 April 2013 we have 12,162,040 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of our Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
Our principal stockholder may engage in a transaction to cause the company to repurchase his shares of common stock.
In order to provide control of the Company to third party, our principal stockholder may choose to cause the Company to sell Company securities to third parties, with the proceeds of such sale being utilized for the Company to repurchase shares of common stock held by such principal stockholder. As a result of such transaction, our management, principal stockholder(s) and Board of Directors may change.

We are required to comply with penny stock rules which may limit the secondary trading market for our securities.
Our securities will be considered a "penny stock" as defined in the Exchange Act and the rules thereunder, unless the price of our shares of common stock is at least $5.00. We expect that our share price will be less than $5.00. Unless our common stock is otherwise excluded from the definition of "penny stock", the penny stock rules apply. The 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 nature and level of 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 sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock is subject to the penny stock rules, it may become more difficult to sell such securities. Such requirements could limit the level of trading activity for our common stock and could make it more difficult for investors to sell our common stock.

18
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
ITEM 5.  OTHER INFORMATION
None.
ITEM 6.   EXHIBITS

NUMBERThe following Exhibits are filed as part of this Quarterly Report pursuant to Item 601 of Regulation S-K:
DESCRIPTION
Exhibit NumberDescription
  
2.1.1Agreement and Plan of Merger dated December 5, 2007(1)
2.1.2Certificate of Merger - Delaware - dated December 5, 2007(1)
2.1.3Articles of Merger - Florida - dated December 7, 2007(1)
2.1.4Certificate of Merger – Delaware - dated September 20, 2011 (2)
2.1.5Agreement and Plan Of Merger Dated December 27, 2013 By and Among EMAV Holdings, Inc., Electric Motors and Vehicles Company, and EV Pop Acquisition Company (3)
3.1.1Certificate of Incorporation dated May 14, 1987*1987(1)
  
3.1.2.3.1.2CertificateArticles of Amendment dated June 30, 1998*1998(1)
  
3.1.3CertificateArticles of Amendment dated November 12, 1998*1998(1)
  
3.1.4CertificateArticles of Amendment dated June 22, 2006*2006(1)
  
3.1.5Certificate of Incorporation of Delaware entity dated October 11, 2007*2007(1)
  
3.1.6CertificateArticles of Amendment dated October 18, 2007*2007(1)
  
3.1.7Certificate of Amendment dated August 27, 2008*2008(1)
3.1.8Amendment to Certificate of Incorporation dated December 27, 2013 (3)
  
2.1.13.1.9Agreement and PlanCertificate of Merger dated December 5, 2007*27,2013 (3)
2.1.2Certificate of Merger - Delaware - dated December 5, 2007*
2.1.3Articles of Merger - Florida - dated December 7, 2007*
2.1.4Certificate of Merger – Delaware - dated September 20, 2011***
18
3.2.1Florida Amended and Restated By-Laws*By-Laws(1)
  
3.2.2Delaware Amended and Restated By-Laws*By-Laws(1)
  
10.1.110.1Stock Purchase Agreement dated March 31, 2010**2010 by and between the Company and Bedrock Ventures, Inc. (4)
19
10.2.1
10.2Repurchase Agreement dated April 1, 2010**2010 by and among the Company and CENTURY CAPITAL PARTNERS, LLC, and  CORPORATE SERVICES INTERNATIONAL, INC. (4)
  
31.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 20022002(*)
31.2Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(*)
  
32.1Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 20022002(*)
  
101.INS32.2XBRL Instance Document****Certification of the Chief Financial Officer and Chief Operating Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002(*)
  
101.SCH101*+The following materials from the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as at December 31, 2013 and 2012; (ii) Consolidated Statements of Operations for the years ended December 31, 2013 and 2012; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012; and (iv) Notes to Consolidated Financial Statements.
101 INSXBRL SchemaInstance Document****
  
101.CAL101 SCHXBRL Calculation LinkbaseSchema Document****
  
101.DEF101 CALXBRL DefinitionCalculation Linkbase Document****
  
101.LAB101 DEFXBRL LabelDefinition Linkbase Document****
  
101.PRE101 LABXBRL Labels Linkbase Document*
101 PREXBRL Presentation Linkbase Document****

*Previously filed with the Company’s Form 10 filed on November 12, 2008.
**Previously filed with the Company’s Form 10-Q filed on June 14, 2010. 
***
****
Previously filed with the Company’s Form 10-K filed on January 27, 2012.
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

(1)Previously filed with the Company's Form 10 filed with the SEC on November 12, 2008 and incorporated herein by reference.
(2)Incorporated by reference to Exhibit 2.1.4 to the Annual Report on Form 10-K filed with the SEC on 30 January 2012.
(3)Previously filed with the Company’s Form 8-K filed on December 31, 2013 and incorporated herein by reference.
(4) Previously filed with the Company’s Form 8-K filed on April 7, 2010 and incorporated herein by reference.
(*)Filed herewith.
+Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto shall not be deemed “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections, and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

19
SIGNATURES

Pursuant to the requirement 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.


Date:  ______________, 2013May 14, 2014POPBIG, INC.EMAV Holdings, Inc.
  
  
 
By:
/s/ Keith A. Rosenbaum
 KEITH A. ROSENBAUM,
 
Chief Executive Officer and Chief Financial Officer
 
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
 
 
 

20
 
20