10-12G 1 riverrunform10.txt 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 RIVER RUN ACQUISITION CORPORATION ----------------------------- (Exact name of registrant as specified in its charter) Delaware 46-3558621 ------------------ ------------------------------ (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) No.) 215 Apolena Avenue Newport Beach, California 92662 ------------------------------------------------------------ (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 ______________________________________________________________________ ITEM 1. BUSINESS. River Run Acquisition Corporation ("River 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. River 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. River 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 River 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. 1 ______________________________________________________________________ River Run has not generated revenues and has no income or cash flows from operations since inception. The continuation of River Run as a going concern is dependent upon financial support from its stockholders. Management has agreed to fund the expenses of River 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 River 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 River 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 River Run and the substitution by the private company of its own management and board of directors. The proposed business activities described herein classify River 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. River Run will not make any efforts to cause a market to develop in its securities until such time as River Run has successfully implemented a business combination and it is no longer classified as a blank check company. 2 ______________________________________________________________________ River 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. River 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 River Run. Since a principal benefit of a business combination with River Run would normally be considered its status as a reporting company, it is anticipated that River 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 River Run. James McKillop is the vice president and a director of River Run. River 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 River Run are to Mr. Cassidy and Mr. McKillop. The inability at any time of either of these individuals to devote sufficient attention to River 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. River 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 6 ______________________________________________________________________ ITEM 1A. RISK FACTORS The business of River 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. River 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. River Run has not generated revenues and has no income or cash flows from operations since inception. River 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 River Run until a business combination is effected, without repayment. There is no assurance that River 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 River Run are James Cassidy and James McKillop. Because management consists of only these two persons, River Run does not benefit from multiple judgments that a greater number of directors or officers would provide. River 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 River Run. Neither Mr. Cassidy nor Mr. Mr. McKillop has entered into written employment agreements with River Run and they are not expected to do so. River 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 River Run and its likelihood of commencing operations. 7 ______________________________________________________________________ Indemnification of officers and directors may put River Run's assets at risk. The certificate of incorporation of River Run provides that River Run may indemnify officers and/or directors of River Run for liabilities, which can include liabilities arising under the securities laws. Assets of River 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 River Run are speculative. The success of the proposed business plan of River Run will depend to a great extent on the operations, financial condition and management of the private company which combines with River Run. While business combinations with entities having established operating histories are preferred, there can be no assurance that River 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 River Run had more funds available to it, would be desirable. In the event River 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 River Run. There is no assurance that River 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 River 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. River 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 River Run will be able to participate in only one potential business venture because River Run has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to the shareholders of River Run because it will not permit River Run to offset potential losses from one venture against gains from another. 8 ______________________________________________________________________ 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 River 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 River 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. River 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 River Run. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than River Run and, consequently, River Run will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, River 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, River Run has no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. When, if at all, River Run enters into a business combination it will file the required reports with the Securities and Exchange Commission. There can be no assurance that River 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. River 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 River Run would not consider a business combination with such business entity. Accordingly, 9 ______________________________________________________________________ River 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 River Run will be able to negotiate a business combination on terms favorable to River Run. Reporting requirements may delay or preclude acquisition. Pursuant to the requirements of Section 13 of the Exchange Act, River 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 River 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 River Run at the time of entering into an agreement for a business combination. In cases where audited financial statements are unavailable, River 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 River Run. Possible Regulation under Investment Company Act which, if imposed, would substantially increase reporting and compliance costs and regulations. In the event River Run engages in business combinations which result in River Run holding passive investment interests in a number of entities, River 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, River Run would be required to register as an investment company and could be expected to incur significant registration and compliance costs. River Run has obtained no formal determination from the Securities and Exchange Commission as to the status of River Run under the Investment Company Act of 1940. Any violation of such Act could subject River Run to material adverse consequences. 10 ______________________________________________________________________ River 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 River Run will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in River Run. As a condition of the business combination agreement, the shareholders of River Run may agree to sell, transfer or retire all or a portion of their stock of River Run to provide the target company with all or majority control. The resulting change in control of River Run will likely result in removal of the present officers and directors of River Run and a corresponding reduction in or elimination of their participation in the future affairs of River Run. River 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 River Run may increase or decrease, perhaps significantly. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination River 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. River Run intends to structure any business combination so as to minimize the federal and state tax consequences to both River 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 River 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 River 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 11 ______________________________________________________________________ positions, and in other respects. Any business combination with a foreign company may result in control of River 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 River Run. ITEM 2. FINANCIAL INFORMATION PLAN OF OPERATION. River Run has had no operating history nor any revenues or earnings from operations. River 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. River 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 River Run. Management will pay all expenses incurred by River Run until a business combination is effected without repayment. There is no assurance that River Run will ever be profitable. River Run has no operations nor does it currently engage in any business activities generating revenues. River 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. River 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 River Run. Management has agreed to fund the expenses of River 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 River Run and its absence of any on-going operations, these expenses are anticipated to be relatively low. 12 ______________________________________________________________________ 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 River Run, River Run will make an appropriate filing reporting that event. River 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 River Run River Run has no full time employees. James Cassidy and James McKillop are the officers and directors of River Run and its shareholders. Mr. Cassidy, as president of River Run, and Mr. McKillop as vice president, will allocate a limited portion of time to the activities of River Run without compensation. Potential conflicts may arise with respect to the limited time commitment by management and the potential demands of the activities of River Run. 13 ______________________________________________________________________ The amount of time spent by Mr. Cassidy or Mr. McKillop on the activities of River 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 River 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. River Run will not be restricted to any specific business, industry, or geographical location and River Run may participate in a business venture of virtually any kind or nature. River 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 River Run has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to the shareholders of River Run because it will not permit River Run to offset potential losses from one venture against gains from another. The private company with which River 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 River Run will likely retain an equity interest in River Run, which would be a non-controlling equity interest. The current officers and directors of River Run will not be officers nor directors after any change in control. 14 ______________________________________________________________________ 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. River 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, River Run will automatically become subject to the reporting requirements of the Securities Exchange Act of 1934. Included in these requirements is the duty of River 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 River 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, River 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. 15 ______________________________________________________________________ Terms of a Business Combination In implementing a structure for a particular business combination, River 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 River Run will no longer be in control of River Run. In addition, it is likely that the officers and directors of River 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. River 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 River Run has entered into an agreement for a business combination or has consummated a business combination and River 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 River Run may depress the market value of the securities of River Run in the future if such a market develops, of which there is no assurance. 16 ______________________________________________________________________ While the terms of a business transaction to which River 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 River Run until such time as a change in control is effected. Messrs. Cassidy and McKillop are currently the sole shareholders of River 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 River 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 River Run. In view of River Run's combined extremely limited financial resources and limited management availability, River Run will continue to be at a significant competitive disadvantage compared to River Run's competitors. 17 ______________________________________________________________________ ITEM 3. PROPERTIES. River Run has no properties and at this time has no agreements to acquire any properties. River Run currently uses the offices of management in Beverly Rivers, California, at no cost to River Run. Management will continue this arrangement until River Run completes a business combination. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth each person known by River Run to be the beneficial owner of five percent or more of the common stock of River Run, all directors individually and all directors and officers of River 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 Rivers, 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 River Run. (2) James McKillop is the vice president and a director of River Run. 18 ______________________________________________________________________ ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS River 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 River 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 River 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. River Run believes Mr. Cassidy to have the business experience necessary to serve as a director of River 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. 19 ______________________________________________________________________ James McKillop serves as a director and vice president of River 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, River Run believes Mr. McKillop to have experience and knowledge that will serve River 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 River Run and James McKillop, vice president and a director of River 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 ______________________________________________________________________ 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 River 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 Berry 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 Rock Run Acquisition Corporation Sky Run Acquisition Corporation Storm Run Acquisition Corporation Thunder Run Acquisition Corporation Trail Run Acquisition Corporation 21 ______________________________________________________________________ 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 River Run will be subject to regulation under the Securities Act and the Exchange Act, management believes River Run will not be subject to regulation under the Investment Company Act of 1940 insofar as River Run will not be engaged in the business of investing or trading in securities. In the event River Run engages in business combinations which result in River Run holding passive investment interests in a number of entities, River Run could be subject to regulation under the Investment Company Act of 1940. In such event, River Run would be required to register as an investment company and could be expected to incur significant registration and compliance costs. River Run has obtained no formal determination from the Securities and Exchange Commission as to the status of River Run under the Investment Company Act of 1940. Any violation of such Act would subject River Run to material adverse consequences. ITEM 6. EXECUTIVE COMPENSATION The officers and directors of River Run do not receive any compensation for services to River Run, have not received such compensation in the past, and are not accruing any compensation. However, the officers and directors of River Run are also the shareholders and anticipate receiving possible benefits as shareholders if the value of the shares of River Run increase after a business transaction is effected as in such business transaction they will likely retain some of their shares in River 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 River Run for the benefit of employees. 22 ______________________________________________________________________ ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. River 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 River Run and the sole officer, director and a 50% shareholder of River Run. James McKillop is vice president and a director of River Run and a 50% shareholder of River Run. As the organizers and developers of River Run, James Cassidy and James McKillop may be considered promoters of the Registrant. River 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 River 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 River 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 River Run nor is any common stock currently being publicly offered by River Run. At the time of this registration, no shares issued by River 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 River Run could offer their shares for sale pursuant to such rule. However, all the shareholders of River 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 River 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. River Run has not paid any dividends to date, and has no plans to do so in the immediate future. River 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 River Run's revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends would be within the discretion of River Run's Board of Directors. 23 ______________________________________________________________________ ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES. During the past three years, River 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 River 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 River Run. (2) James McKillop is the vice president and a director of River Run. ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The authorized capital stock of River 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 River 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 River 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 River Run. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. 24 ______________________________________________________________________ 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 River Run without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. At present, River 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 River 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. River 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 River 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 River Run, including warrants, shares underlying warrants, and debt securities. 25 ______________________________________________________________________ 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, River Run does not meet the qualifications for listing on the Nasdaq Capital Market, River 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 River 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 River 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, River Run will be required to, and will, file reports under Section 13 of the Exchange Act. As a result, sales of River 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 ______________________________________________________________________ Additional Information This registration statement and all other filings of River 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. River 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. River 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. River Run is a smaller reporting company in accordance with Regulation S-X. 27 ______________________________________________________________________ ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. River 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 River Run for the period ended July 15, 2013. The following financial statements are attached to this report and filed as a part thereof. 28 ______________________________________________________________________ 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 River Run Acquisition Corporation (a development stage company) We have audited the accompanying balance sheet of River 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 ______________________________________________________________________ RIVER 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 ______________________________________________________________________ RIVER 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 ______________________________________________________________________
RIVER 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
______________________________________________________________________ RIVER 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 ______________________________________________________________________ RIVER 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 River Run Acquisition Corporation ("River 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 River 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 ______________________________________________________________________ RIVER 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 ______________________________________________________________________ RIVER 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. 8 ______________________________________________________________________ INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION 3.1 Certificate of Incorporation of River Run Acquisition Corporation 3.2 By-Laws of River Run Acquisition Corporation 3.3 Specimen stock certificate of River Run Acquisition Corporation ______________________________________________________________________ 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. RIVER RUN ACQUISITION CORPORATION By: /s/ James Cassidy, President Date: September 30, 2013