U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
BERRY RUN ACQUISITION CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 46-3558621
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
215 Apolena Avenue
Newport Beach, California 92662
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(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 202/387-5400
Fax Number: 949/673-4525
Securities to be registered
pursuant to Section 12(b) of the Act: None
Securities to be registered
pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 Par Value
(Title of class)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filed Smaller reporting company X
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ITEM 1. BUSINESS.
Berry Run Acquisition Corporation ("Berry Run") was incorporated
on July 2, 2013 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Berry Run has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Berry Run has been formed to provide a method for a foreign or domestic
private company to become a reporting company as part of the process toward
the public trading of its stock.
The benefits of a business combination with Berry Run include:
1. Reincorporation of the private company in Delaware whose
General Corporate Law is considered favorable for the operations of
corporations.
2. The recapitalization of the stock structure of the private
company suitable for a public company.
3. The introduction of management of the private company to the
reporting and other requirements of a public company before commencement
of trading.
4. Increased visibility of the private company among the financial
community.
5. Reassurance to shareholders of the private company that the
process of registering its shares for trading has commenced.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
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Berry Run has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Berry Run
as a going concern is dependent upon financial support from its
stockholders.
Management has agreed to fund the expenses of Berry Run until
a change in control without reimbursement after which time any future
expenses will become the responsibility of new management. Because
of the nature of the Berry Run and its absence of any on-going operations,
these expenses are anticipated to be relatively low.
Aspects of a Public Company
There are certain perceived benefits to being a public company whose
securities are trading:
These are commonly thought to include the following:
+ increased visibility in the financial community;
+ increased valuation;
+ greater ease in raising capital;
+ compensation of key employees through stock options for
which there may be a market valuation;
+ enhanced corporate image.
There are also certain perceived disadvantages to being a trading
company. These are commonly thought to include the following:
+ requirement for audited financial statements;
+ required publication of corporate information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission.
Potential Private Companies
Business entities, if any, which may be interested in a combination
with Berry Run may include the following:
+ a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets
or businesses;
+ a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
+ a company which wishes to become public with less dilution
of its securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
+ a foreign company which may wish an initial entry into the
United States securities market;
+ a special situation company, such as a company seeking a
public market to satisfy redemption requirements under
a qualified Employee Stock Option Plan;
+ a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a private company will normally involve
the transfer to the private company of the majority of the issued and
outstanding common stock of Berry Run and the substitution by the private
company of its own management and board of directors.
The proposed business activities described herein classify Berry Run
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations regarding the
sales of securities of blank check companies. Berry Run will not
make any efforts to cause a market to develop in its securities until such
time as Berry Run has successfully implemented a business combination
and it is no longer classified as a blank check company.
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Berry Run is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act. Berry Run will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred. A business combination will normally result in a change in
control and management of Berry Run. Since a principal benefit of a
business combination with Berry Run would normally be considered its
status as a reporting company, it is anticipated that Berry Run will
continue to file reports under the Exchange Act following a business
combination. No assurance can be given that this will occur or, if it
does, for how long.
James Cassidy is the president and a director of Berry Run. James
McKillop is the vice president and a director of Berry Run.
Berry Run has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Berry Run are to Mr. Cassidy and
Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Berry Run could have a material adverse
impact on its operations.
Glossary
"Blank check" company As used herein, a "blank check" company
is a development stage company that has
no specific business plan or purpose or
has indicated that its business plan is
to engage in a merger or acquisition with
an unidentified company or companies.
Business combination Normally a merger, stock-for-stock or
stock-for-assets exchange with a private
company or the shareholders of the private
company.
Berry Run or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
Reporting Company A company with a class of securities registered
under Section 12 of the Securities Exchange
Act of 1934
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ITEM 1A. RISK FACTORS
The business of Berry Run is subject to numerous risk factors, including
the following:
The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.
Berry Run has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going
concern is dependent upon support from its stockholders or
obtaining additional capital.
Berry Run has not generated revenues and has no income
or cash flows from operations since inception. Berry Run has
sustained losses to date and will, in all likelihood, continue
to sustain expenses without corresponding revenues, at least
until the consummation of a business combination.
Management will pay all expenses incurred by Berry Run until
a business combination is effected, without repayment. There
is no assurance that Berry Run will ever be profitable.
The Company has only two directors, officers and shareholders and
as such may not benefit from diverse and multiple opinions.
The only officers and directors of Berry Run are James Cassidy
and James McKillop. Because management consists of only these
two persons, Berry Run does not benefit from multiple judgments
that a greater number of directors or officers would provide.
Berry Run will rely completely on the judgment of its officers
and directors when selecting a company. Mr. Cassidy and Mr.
McKillop anticipate devoting only a limited amount of time to
the business of Berry Run. Neither Mr. Cassidy nor Mr. Mr.
McKillop has entered into written employment agreements with
Berry Run and they are not expected to do so. Berry Run has not
obtained key man life insurance on either officer or director.
The loss of the services of either Mr. Cassidy or Mr. McKillop
could adversely affect development of the business of Berry Run
and its likelihood of commencing operations.
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Indemnification of officers and directors may put Berry Run's assets
at risk.
The certificate of incorporation of Berry Run provides that
Berry Run may indemnify officers and/or directors of Berry Run
for liabilities, which can include liabilities arising under
the securities laws. Assets of Berry Run could be used or attached
to satisfy any liabilities subject to such indemnification.
The voting control by the two current shareholders who are also the
sole officers and directors gives such shareholders the ability to
change the business plan of the Company.
The two current shareholders of the Company are also its sole
officers and directors and hold 100% of the outstanding stock
of the Company. As such these shareholders are in control of
the Company and its direction and business plan. Although
these two shareholders/officers/directors are the initial
creators of the Company and created the Company for the
purposes stated in this registration statement, as sole
controlling shareholders, these shareholders have the ability
to change the purpose and direction of the Company without
further amendment to this registration statement.
The proposed operations of Berry Run are speculative.
The success of the proposed business plan of Berry Run will depend
to a great extent on the operations, financial condition and
management of the private company which combines with Berry Run.
While business combinations with entities having established
operating histories are preferred, there can be no assurance
that Berry Run will be successful in locating candidates meeting
such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information which,
if Berry Run had more funds available to it, would be desirable.
In the event Berry Run completes a business combination the success
of its operations will be dependent upon management of the private
company and numerous other factors beyond the control of Berry Run.
There is no assurance that Berry Run can identify a company and
consummate a business combination.
The Company will seek only one business combination and as such
there is no diversification of investment.
The purpose of Berry Run is to seek, and acquire an interest in a
business entity which desires to register its securities under the
Securities Act of 1933 for public sale within the United States.
Berry Run may participate in a business venture of virtually any
kind or nature and it will not restrict its search to any specific
business, industry, or geographical location. Management anticipates
that Berry Run will be able to participate in only one potential
business venture because Berry Run has nominal assets and limited
financial resources. This lack of diversification should be
considered a substantial risk to the shareholders of Berry Run
because it will not permit Berry Run to offset potential losses
from one venture against gains from another.
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Possible classification as a penny stock which may increase reporting
obligations for any transaction and additional burden on any potential
broker.
In the event that a public market develops for the securities of
Berry Run following a business combination, such securities may be
classified as a penny stock depending upon their market price and
the manner in which they are traded. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition
of a "penny stock", for purposes relevant to Berry Run, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share whose securities
are admitted to quotation but do not trade on the Nasdaq Capital
Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery
by the broker of a document to investors stating the risks of
investment in penny stocks, the possible lack of liquidity,
commissions to be paid, current quotation and investors' rights
and remedies, a special suitability inquiry, regular reporting
to the investor and other requirements.
There is a scarcity of and competition for business opportunities
and combinations.
Berry Run is and will continue to be an insignificant participant
in the business of seeking mergers with and acquisitions of business
entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may be merger or acquisition
candidates for Berry Run. Nearly all such entities have
significantly greater financial resources, technical expertise
and managerial capabilities than Berry Run and, consequently,
Berry Run will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, Berry Run will also
compete with numerous other small public companies in seeking
merger or acquisition candidates.
There is no agreement for a business combination and no minimum
requirements for business combination.
Management is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
of going public. As of the date of this registration statement,
Berry Run has no current arrangement, agreement or understanding
with respect to engaging in a business combination with a specific
entity. When, if at all, Berry Run enters into a business
combination it will file the required reports with the Securities
and Exchange Commission. There can be no assurance that Berry Run
will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. No particular
industry or specific business within an industry has been selected.
Berry Run has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a private company to have achieved, or without
which Berry Run would not consider a business combination with such
business entity. Accordingly,
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Berry Run may enter into a business combination with a business
entity having no significant operating history, losses, limited or
no potential for immediate earnings, limited assets, negative net
worth or other negative characteristics. There is no assurance that
Berry Run will be able to negotiate a business combination on terms
favorable to Berry Run.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Berry Run is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the private company. The additional time and costs
that may be incurred by some potential companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Berry Run.
Prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Notwithstanding a company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Berry Run at the time of entering
into an agreement for a business combination. In cases where audited
financial statements are unavailable, Berry Run will have to rely upon
information that has not been verified by outside auditors in making
its decision to engage in a transaction with the business entity. This
risk increases the prospect that a business combination with such a
company might prove to be an unfavorable one for Berry Run.
Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.
In the event Berry Run engages in business combinations which result
in Berry Run holding passive investment interests in a number of
entities, Berry Run could be subject to regulation under the Investment
Company Act of 1940. Passive investment interests, as used in the
Investment Company Act, essentially means investments held by entities
which do not provide management or consulting services or are not
involved in the business whose securities are held. In such event,
Berry Run would be required to register as an investment company and
could be expected to incur significant registration and compliance
costs. Berry Run has obtained no formal determination from the
Securities and Exchange Commission as to the status of Berry Run under
the Investment Company Act of 1940. Any violation of such Act could
subject Berry Run to material adverse consequences.
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Berry Run will probably effect a change in control and management and
the biographies and objectives of such management and its impact on
the Company are unknown.
A business combination involving the issuance of the common stock
of Berry Run will, in all likelihood, result in shareholders of a
private company obtaining a controlling interest in Berry Run. As a
condition of the business combination agreement, the shareholders of
Berry Run may agree to sell, transfer or retire all or a portion of
their stock of Berry Run to provide the target company with all or
majority control. The resulting change in control of Berry Run will
likely result in removal of the present officers and directors of
Berry Run and a corresponding reduction in or elimination of their
participation in the future affairs of Berry Run.
Berry Run will probably effect a business combination which may have
a possible impact on the value of the shares of its common
stock so reliance on such present data is not a good indicator of
future value.
A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value
of the assets acquired in such business combination, the per share
value of the common stock of Berry Run may increase or decrease,
perhaps significantly.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Berry Run may undertake.
Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal
and state tax provisions. Berry Run intends to structure any business
combination so as to minimize the federal and state tax consequences
to both Berry Run and the private company; however, there can be no
assurance that such 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 which may have an adverse effect on
both parties to the transaction. Any potential acquisition or merger
with a foreign company may create additional risks.
It is possible Berry Run will enter a business combination with a foreign
entity and will therefore be subject to risks and taxes that are
currently unknown and the impact of which is presently unpredictable.
If Berry Run enters into a business combination with a foreign
concern it 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, balance of payments
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positions, and in other respects. Any business combination with a
foreign company may result in control of Berry Run by individuals who
are not resident in the United States and in assets which are located
outside the United States, either of which could significantly reduce
the ability of the shareholders to seek or enforce legal remedies
against Berry Run.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Berry Run has had no operating history nor any revenues or earnings
from operations. Berry Run has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. Berry Run has sustained
losses to date and will, in all likelihood, continue to sustain expenses
without corresponding revenues, at least until the consummation of a
business combination.
The continuation of the Company as a going concern is dependent
upon financial support from its stockholders, the ability of the Company
to obtain necessary equity financing to continue operations, and
successfully locating and negotiating with a business entity for the
combination of that company with Berry Run. Management will pay all
expenses incurred by Berry Run until a business combination is effected
without repayment.
There is no assurance that Berry Run will ever be profitable.
Berry Run has no operations nor does it currently engage in any
business activities generating revenues. Berry Run's principal business
objective for the following 12 months is to be used in a business
combination with a private company as part of that company's process
to become a public company.
Berry Run anticipates that during the 12 months following the date
of this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Act of 1934, including
accounting fee and (ii) payment of annual corporate fees. It is
anticipated that such expenses will not exceed $5,000 although management
has not set a limit on the amount of expenses it will pay on behalf
of Berry Run. Management has agreed to fund the expenses of Berry Run
until a change in control without reimbursement after which time such
expenses will become the responsibility of new management. Because
of the nature of the Berry Run and its absence of any on-going operations,
these expenses are anticipated to be relatively low.
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Business Combination with a Private Company
As potential candidates for a business combination, management is
always in various stages of discussion with potential private companies.
At the time that a decision is made to combine the company with
Berry Run, Berry Run will make an appropriate filing
reporting that event.
Berry Run will effect a business combination with a private
company as part of the process of the private company becoming a
public reporting company.
Management of Berry Run
Berry Run has no full time employees. James Cassidy and James
McKillop are the officers and directors of Berry Run and its
shareholders. Mr. Cassidy, as president of Berry Run, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Berry Run without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Berry Run.
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The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Berry Run is not predictable. Such time may vary widely
from an extensive amount when reviewing a company and effecting
a business combination to an essentially quiet time when activities of
management focus elsewhere. It is impossible to predict the amount of
time that will actually be required to spend to review suitable
companies.
General Business Plan
The purpose of Berry Run is to effect a business combination with
a business entity which desires to register its securities under the
Securities Act of 1933 for public sale within the United States.
Berry Run will not be restricted to any specific business, industry,
or geographical location and Berry Run may participate in a business
venture of virtually any kind or nature. Berry Run will not conduct
a search for a target company.
Management anticipates that it will be able to participate in only
one potential business venture because Berry Run has nominal assets
and limited financial resources. This lack of diversification should
be considered a substantial risk to the shareholders of Berry Run
because it will not permit Berry Run to offset potential losses
from one venture against gains from another.
The private company with which Berry Run may effect a business
combination may have recently commenced operations, or may
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.
After a change in control of the Company and after a subsequent
business combination, if any, the current shareholders of Berry Run will
likely retain an equity interest in Berry Run, which would be a
non-controlling equity interest. The current officers and directors
of Berry Run will not be officers nor directors after any change in
control.
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Business opportunities may be available in many different
industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such
business opportunities difficult and complex.
Berry Run has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
Sixty days after the initial filing of this registration
statement, Berry Run will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934. Included in these
requirements is the duty of Berry Run to file audited financial statements
reporting a business combination which is required to be filed with the
Securities and Exchange Commission upon completion of the combination.
Because of the time required to prepare financial statements, a
private company which has entered into a business combination agreement
may wish to take control of Berry Run before the it has completed its
audit. Among other things, this will allow the private company
to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Berry Run will only have access to unaudited and possibly limited
financial information about the private company in making a decision to
combine with that company.
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Terms of a Business Combination
In implementing a structure for a particular business combination,
Berry Run may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a change in control, it
is likely that the present management and shareholders of Berry Run will
no longer be in control of Berry Run. In addition, it is likely that
the officers and directors of Berry Run will, as part of the terms of the
change in control, resign and be replaced by one or more new officers and
directors.
It is anticipated that any securities issued in any business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. Berry Run will likely
register all or a part of such securities for public trading after the
transaction is consummated. If such registration occurs, it will be
undertaken by the surviving entity after Berry Run has entered into an
agreement for a business combination or has consummated a business
combination and Berry Run is no longer considered a blank check
company. The issuance of additional securities and their potential sale
into any trading market which may develop in the securities of Berry Run
may depress the market value of the securities of Berry Run in the
future if such a market develops, of which there is no assurance.
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While the terms of a business transaction to which Berry Run may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and
thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
James Cassidy and James McKillop, the officers and directors will
provide their services without charge or repayment by Berry Run until
such time as a change in control is effected. Messrs. Cassidy and
McKillop are currently the sole shareholders of Berry Run.
After effecting a change in control and any possible subsequent business
combination, it is likely that Messrs. Cassidy and McKillop will retain
certain non-controlling share ownership.
Competition
Berry Run will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Berry Run. In view of Berry Run's combined extremely
limited financial resources and limited management availability,
Berry Run will continue to be at a significant competitive disadvantage
compared to Berry Run's competitors.
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ITEM 3. PROPERTIES.
Berry Run has no properties and at this time has no agreements to
acquire any properties. Berry Run currently uses the offices of
management in Beverly Hills, California, at no cost to Berry Run.
Management will continue this arrangement until Berry Run completes
a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Berry Run to be
the beneficial owner of five percent or more of the common stock of
Berry Run, all directors individually and all directors and officers of
Berry Run as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------------ -------------------- -------------------
James Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Suite 612
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
Directors as a Group (1 Person)
(1) James Cassidy is the president, secretary and a director of
Berry Run.
(2) James McKillop is the vice president and a director of
Berry Run.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Berry Run has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 78 President, Secretary, Director
James McKillop 54 Vice President, Director
Set forth below are the name of the directors and officers of
Berry Run, all positions and offices held and the business experience
during at least the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Berry Run. Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy is the president, director and sole
shareholder of Tiber Creek Corporation which assists companies in becoming
public companies and with introductions to the financial community.
Mr. Cassidy is a member of the bars of the District of Columbia and the
State of New York, and is admitted to practice before the United States
Tax Court and the United States Supreme Court. Berry Run believes
Mr. Cassidy to have the business experience necessary to serve as a
director of Berry Run as it seeks to enter into a business combination.
As a lawyer involved in business transactions and securities matters,
Mr. Cassidy has had experience in evaluating companies and
management, understanding business plans, assisting in capital
raising and determining corporate structure and objectives.
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James McKillop serves as a director and vice president of
Berry Run. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California. Mr. McKillop has been
doing consulting work for private and public companies since 2000.
Mr. McKillop has written articles for various publications on financial
matters. He has been a past member of the World Affairs Council.
Mr. McKillop received his Bachelor of Arts in Economics in 1984
from the University of California at Los Angeles. With his
background in financial and securities matters, Berry Run
believes Mr. McKillop to have experience and knowledge that will
serve Berry Run in seeking, evaluating and determining a
suitable private company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.
Recent Blank Check Companies
James Cassidy, the president and a director of Berry Run and
James McKillop, vice president and a director of Berry Run,
are involved with other existing blank check companies and with blank
check companies that have had a change in control or change in management
and directors and-or have effected a business combination. The
initial business purpose of each of these companies was to engage
in a business combination with an unidentified private company or
companies and each was a blank check company until completion of
a business combination.
A change in control of a company will not change that
company's status as a shell company. Once a company effects a
business combination such as a merger with a company that has
operations, revenues, a business plan or other corporate
structure, then at that time, the company's status as a shell
company may change. At such time, such company will file a
Form 8-K noticing the business combination information and notice
of the change in its status.
20
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Messrs. Cassidy and McKillop, directors of the Company, formerly
served as directors of the following companies which had securities
registered pursuant to Section 12g of the Securities Exchange Act of
1934. Information on these companies is available on the web site of
the Securities and Exchange Commission at www.sec.gov.
Cabinet Acquisition Corporation
Canistel Acquisition Corporation
Console Acquisition Corporation
Hightower Acquisition Corporation
Spinnet Acquisition Corporation
Greenmark Acquisition Corporation
Alderwood Acquisition Corporation
Oakwood Acquisition Corporation
Pinewood Acquisition Corporation
Sherwood Acquisition Corporation
Beachwood Acquisition Corporation
Boxwood Acquisition Corporation:
Cottonwood Acquisition Corporation
Driftwood Acquisition Corporation
Moosewood Acquisition Corporation
Amberwood Acquisition Corporation
Bluewood Acquisition Corporation
Rosewood Acquisition Corporation
Silverwood Acquisition Corporation
Yellowwood Acquisition Corporation
Bentwood Acquisition Corporation
Hardwood Acquisition Corporation
Lightwood Acquisition Corporation
Roundwood Acquisition Corporation
Timberwood Acquisition Corporation
Entree Acquisition Corporation
Gumtree Acquisition Corporation
Sagetree Acquisition Corporation
Saddletree Acquisition Corporation
Whiffletree Acquisition Corporation
Backgate Acquisition Corporation
Beachgate Acquisition Corporation
Fordgate Acquisition Corporation
Harrogate Acquisition Corporation
Sandgate Acquisition Corporation
Tablegate Acquisition Corporation
Wallgate Acquisition Corporation
Woodgate Acquisition Corporation
Creekwalk Acquisition Corporation
Conflicts of Interest
The officers and directors of Berry Run have organized and expect to
organize other companies with an identical structure, purpose, officers,
directors and shareholders. As such management believes there are no
conflicts of interest with these companies.
In addition to the above listed companies, Messrs. Cassidy and McKillop
are also the directors of, and sole shareholders of the following
companies which have filed registration statements on Form 10 for the
registration of their common stock pursuant to the Securities Exchange Act
concurrently with the filing of this registration statement:
Sidegate Acquisition Corporation
Treegate Acquisition Corporation
Canyonwalk Acquisition Corporation
Glenwalk Acquisition Corporation
Mountainwalk Acquisition Corporation
Oceanwalk Acquisition Corporation
Apple Run Acquisition Corporation
Cherry Run Acquisition Corporation
Fig Run Acquisition Corporation
Jam Run Acquisition Corporation
Orange Run Acquisition Corporation
Peach Run Acquisition Corporation
Pear Run Acquisition Corporation
Plum Run Acquisition Corporation
Quince Run Acquisition Corporation
Cloud Run Acquisition Corporation
Hill Run Acquisition Corporation
Path Run Acquisition Corporation
Pebble Run Acquisition Corporation
River Run Acquisition Corporation
Rock Run Acquisition Corporation
Sky Run Acquisition Corporation
Storm Run Acquisition Corporation
Thunder Run Acquisition Corporation
Trail Run Acquisition Corporation
21
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The blank check companies with which management (including
the directors) are involved are identical except for the name. As and
when created, no one blank check company offers management any more
favorable terms. After management engages a private company that
wishes to become a public company, the client will choose one of
the blank check companies. Thus no conflict of interest arises for
management between any of the blank check companies.
Investment Company Act of 1940
Although Berry Run will be subject to regulation under the Securities
Act and the Exchange Act, management believes Berry Run will not be subject
to regulation under the Investment Company Act of 1940 insofar as Berry Run
will not be engaged in the business of investing or trading in securities.
In the event Berry Run engages in business combinations which
result in Berry Run holding passive investment interests in a number of
entities, Berry Run could be subject to regulation under the Investment
Company Act of 1940. In such event, Berry Run would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. Berry Run has obtained
no formal determination from the Securities and Exchange Commission
as to the status of Berry Run under the Investment Company Act of 1940.
Any violation of such Act would subject Berry Run to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Berry Run do not receive any compensation
for services to Berry Run, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of Berry Run are also the shareholders and anticipate
receiving possible benefits as shareholders if the value of the
shares of Berry Run increase after a business transaction is effected
as in such business transaction they will likely retain some of their
shares in Berry Run and would benefit from any such increase in
share value.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Berry Run for
the benefit of employees.
22
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Berry Run has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.
James Cassidy is president and a director of Berry Run and the sole
officer, director and a 50% shareholder of Berry Run.
James McKillop is vice president and a director of Berry Run and
a 50% shareholder of Berry Run.
As the organizers and developers of Berry Run, James Cassidy and
James McKillop may be considered promoters of the Registrant.
Berry Run is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would be considered
independent directors if it were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Berry Run.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Berry Run's
common stock and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such a market
does develop, that it will continue. There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Berry Run nor is any common stock
currently being publicly offered by Berry Run. At the time of this
registration, no shares issued by Berry Run are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Berry Run could offer their shares for sale pursuant
to such rule. However, all the shareholders of Berry Run are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.
Pursuant to Rule 144(i) of the Securities Act of 1933, the safe harbor
provisions provided under Rule 144 are not available to shareholders of
the Company and will continue to be unavailable until at least one year
after the Company ceases to be a company with no or nominal operations and
has filed all reports and other materials required to be filed by section
13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.
(b) Holders. The issued and outstanding shares of the common
stock of Berry Run were issued to two shareholders in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.
(c) Dividends. Berry Run has not paid any dividends to date, and
has no plans to do so in the immediate future. Berry Run presently
intends to retain all earnings, if any, for use in its business operations
and accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination. Dividends, if any, would be
contingent upon Berry Run's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Berry Run's Board of Directors.
23
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Berry Run has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate purchase price of $2,000:
On July 9, 2013 Berry Run issued the following shares of its
common stock:
Name Number of Shares Consideration
James Cassidy (1) 10,000,000 $1,000
James McKillop (2) 10,000,000 $1,000
(1) James Cassidy is the president, secretary, and a director of Berry Run.
(2) James McKillop is the vice president and a director of Berry Run.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Berry Run consists of 100,000,000
shares of common stock, par value $0.0001 per share, of which there are
20,000,000 issued and outstanding and 20,000,000 shares of preferred
stock, par value $0.0001 per share, of which none have been designated or
issued.
The following statements relating to the capital stock set forth the
material terms of the securities of Berry Run; however, reference is made
to the more detailed provisions of, and such statements are qualified in
their entirety by reference to, the certificate of incorporation and the
by-laws, copies of which are filed as exhibits to this registration
statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of Berry Run, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
common stock of Berry Run. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
24
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Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control
of Berry Run without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, Berry Run has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of
preferred stock might impede a business combination by including class
voting rights that would enable the holder to block such a transaction,
or facilitate a business combination by including voting rights that
would provide a required percentage vote of the stockholders. In
addition, under certain circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of the common stock.
Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of Berry Run, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then market price of such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Berry Run has no present plans to issue any preferred stock.
Trading of Securities in Secondary Market
Following a business combination, a private company will normally wish
to cause Berry Run's common stock to trade in one or more United States
securities markets. The private company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time. Such steps will normally involve filing
a registration statement under the Securities Act. Such registration
statement may include securities held by current shareholders or offered by
Berry Run, including warrants, shares underlying warrants, and debt
securities.
25
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In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq Capital Market, a company must have at least (i)
net tangible assets of $2,000,000 or market capitalization of $35,000,000
or net income for two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of $1,000,000; (iii) a bid
price of$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.
In 2011, the NASDAQ Stock Market adopted additional listing requirements
for a company that became a 1934 Act reporting company by effecting a
business combination with a public shell, whether through a reverse merger,
exchange offer, or otherwise. These new requirements include (i) trading
for at least one year on the OTC market or another national or foreign
exchange (ii) filing of all required information, including financial,
regarding the business combination (iii) timely filing of all required
periodic financial reports for the prior year, which would include at
least one annual report filing and (iv) maintenance of a $4 share
price for at least 30 of the most recent 60 trading days prior to
the initial listing application.
If, after a business combination and qualification of its securities
for trading, Berry Run does not meet the qualifications for listing on the
Nasdaq Capital Market, Berry Run may apply for quotation of its
securities on the OTC Bulletin Board.
In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on
the OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.
In certain cases Berry Run may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.
In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets. It is not possible to predict where, if
at all, the securities of Berry Run will be traded following a business
combination and qualification of its securities for trading.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this registration statement, Berry Run will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Berry Run's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the
Securities Act (sales other than by an issuer, underwriter or broker)
without qualification under state securities acts. The resale of such
shares may be subject to the holding period and other requirements of
Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission.
26
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Additional Information
This registration statement and all other filings of Berry Run
when made with the Securities and Exchange Commission may be viewed and
downloaded at the Securities and Exchange Commission's website at
www.sec.gov. Berry Run will be subject to the reporting requirements
of the Securities Act of 1934 automatically 60 days after filing of
this registration statement.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Berry Run's certificate of incorporation contains such
a provision.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Berry Run is a smaller reporting company in accordance with Regulation
S-X.
27
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ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Berry Run has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below are the audited financial statements for Berry
Run for the period ended July 15, 2013. The following financial
statements are attached to this report and filed as a part thereof.
28
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FINANCIAL STATEMENTS FOR
Period from July 2, 2013 (Inception)
to July 15, 2013
______________________________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of July 15, 2013 2
Statement of Operations for the period from
July 2, 2013 (Inception) to July 15, 2013 3
Statement of Changes in Stockholders' Equity for the
period from July 2, 2013 (Inception) to July 15, 2013 4
Statement of Cash Flows for the period from
July 2, 2013 (Inception) to July 15, 2013 5
Notes to Financial Statements 6-8
______________________________________________________________________
ANTON & CHIA CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Berry Run Acquisition Corporation
(a development stage company)
We have audited the accompanying balance sheet of Berry Run
Acquisition Corporation (the "Company") (a development stage company)
as of July 15, 2013, and the related statements of operations, changes
in stockholders' equity and cash flows for the Period from July 2, 2013
(Inception) through July 15, 2013. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The Company was not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. Our audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of July 15,
2013 and the results of its operations and its cash flows from July 2, 2013
(Inception) through July 15, 2013, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to
the financial statements, the Company has had no revenues and income
since inception. These conditions, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 2, which includes
the raising of additional equity financing or merger with another entity.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
September 30, 2013
______________________________________________________________________
BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
July 15, 2013
---------------
Current assets
Cash $ 2,000
---------------
Total assets $ 2,000
===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accrued liabilities $ 400
---------------
Total liabilities 400
---------------
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
outstanding -
Common stock, $0.0001 par value, 100,000,000
shares authorized; 20,000,000 shares issued
and outstanding 2,000
Additional paid-in capital 257
Deficit accumulated during the
development stage (657)
---------------
Total stockholders' equity 1,600
---------------
Total liabilities and stockholders'
equity $ 2,000
================
The accompanying notes are an integral part of these financial statements.
2
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from
July 2, 2013
(Inception) to
July 15, 2013
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
Operating expenses 657
-----------------
Operating loss (657)
Loss before income taxes (657)
-----------------
Income tax expense -
Net loss $ (657)
==================
Loss per share - basic and diluted $ (0.00)
-----------------
Weighted average shares-basic and diluted 20,000,000
------------------
The accompanying notes are an integral part of these financial statements.
3
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During the Total
--------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
---------- -------- --------- ----------- ------------
Balance, July 2, 2013
(Inception) - $ - $ - $ - $ -
Issuance of common stock 20,000,000 2,000 - - 2,000
Additional paid-in capital - - 257 - 257
Net loss - - - (657) (657)
---------- -------- ---------- --------- ---------
Balance,
July 15, 2013 20,000,000 $ 2,000 $ 257 $ (657) $ 1,600
========== ======== ========== ========= =========
The accompanying notes are an integral part of these financial statements.
4
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from
July 2, 2013
(Inception) to
July 15, 2013
--------------
OPERATING ACTIVITIES
Net loss $ (657)
-------------
Change in operating assets and liabilities:
Accrued liability 400
-------------
Net cash used in operating activities (257)
-------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders contribution 257
-------------
Net cash provided by financing activities 2,257
-------------
Net increase in cash 2,000
Cash, beginning of period -
-------------
Cash, end of period $ 2,000
=============
The accompanying notes are an integral part of these financial statements.
5
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Berry Run Acquisition Corporation ("Berry Run" or "the Company") was
incorporated on July 2, 2013 under the laws of the state of Delaware to
engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with Berry Run. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most instances the target company will wish to structure the
business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company
will be successful in locating or negotiating with any target company. The
Company has been formed to provide a method for a foreign or domestic
private company to become a reporting company with a class of securities
registered under the Securities Exchange Act of 1934.
DEVELOPMENT STAGE ENTERPRISE
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in 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, stockholders' equity
and cash flows disclose activity since the date of the Company's inception.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America ("GAAP") in all
material respects, and have been consistently applied in preparing the
accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with
original maturities of 90 days or less. The Company did not have cash
equivalents as of July 15, 2013.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of July 15, 2013.
6
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of July 15, 2013, there were no deferred taxes due
to the uncertainty of the realization of net operating loss or carry forward
prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflect the
potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted
in the issuance of common stock that then shared in the loss of the entity.
As of July 15, 2013, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in
the financial statements on a recurring basis. Additionally, the Company
adopted guidance for fair value measurement related to nonfinancial items
that are recognized and disclosed at fair value in the financial statements
on a nonrecurring basis. The guidance establishes a fair value hierarchy
that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices
in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant unobservable
inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or
indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date
and has sustained operating losses during the period ended July 15, 2013.
The Company had working capital of $1,600 and an accumulated deficit of
$657 as of July 15, 2013. The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtaining additional financing from its
members or other sources, as may be required.
7
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BERRY RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will
be required to significantly reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Not Adopted
In April 2013, the FASB issued ASU No. 2013-07, Presentation of
Financial Statements (Top 205): Liquidation Basis of Accounting. The
objective of ASU No. 2013-07 is to clarify when an entity should apply
the liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis of
accounting, as well as any required disclosures. The amendments in this
standard are effective prospectively for entities that determine liquidation
is imminent during annual reporting periods beginning after December 15,
2013, and interim reporting periods therein. We are evaluating the effect,
if any, adoption of ASU No. 2013-07 will have on our financial
statements.
Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force) and the United States Securities and
Exchange Commission did not or are not believed by management to have
a material impact on the Company's present or future financial statements.
NOTE 4 STOCKHOLDERS' EQUITY
On July 9, 2013, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of July 15, 2013, 20,000,000
shares of common stock and no preferred stock were issued and
outstanding.
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Berry Run
Acquisition Corporation
3.2 By-Laws of Berry Run Acquisition Corporation
3.3 Specimen stock certificate of Berry Run
Acquisition Corporation
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
BERRY RUN ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: September 30, 2013