Trail Run Acquisition Corp - FORM 10-K

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EX-31 - Trail Run Acquisition Corp	exh31kcfoceo.txt
EX-32 - Trail Run Acquisition Corp	ex32ceocfo.txt

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
(Mark One)

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

For the fiscal year ended December 31, 2013

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

Commission file number 000-55058

TRAIL RUN ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 46-3621499
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

215 Apolena Avenue, Newport Beach, CA 92662
(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: 202/387-5400

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

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

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

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

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

[ ] Yes [ X ] No

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

[ X ] Yes [ ] No

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

[ X ] Yes [ ] No

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

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes [ ] No

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

$ 0

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

Class Outstanding at
March 26, 2014

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

Documents incorporated by reference: Form 10 filed
January 23, 2014

PART I

Item 1. Business

Trail Run Acquisition Corporation ("Trail 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. Trail 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 a
registration statement. Trail Run 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.

The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.

The Company has no employees and two officers, directors and
shareholders.

The president of Trail Run is also the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public companies and assists companies with
introductions to the financial community. Such services may include,
when and if appropriate, the use of an existing reporting company such
as Trail Run.

Tiber Creek will typically enter into an agreement with a private
company to assist it in becoming a public reporting company and for
its introduction to brokers and market makers. A private company may
become a public reporting by effecting a business combination with
an existing public reporting company such as Trail Run or by a
filing registration pursuant to the Securities Act of 1933 (typically
a Form S-1) or the Securities Exchange Act of 1934 (Form 10).

A 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.

Once a change of control of Trail Run has been effected, if at all,
new management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuant to the Securities Act
of 1933 and such shares will be governed by the rules and regulations of
the Securities and Exchange Commission regarding the sale of unregistered
securities.

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

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

Management of the Company will pay all expenses incurred by Trail
Run until a change in control of the Company is effected. Management does
not expect any repayment for such paid expenses.

There is no assurance that Trail Run will ever be profitable.

Subsequent Event

On March 11, 2014, subsequent to the date of the events reported
in this report, the shareholders and the directors of the Company voted
to change the name of the Company. The Company filed a Form 8-K with
the Securities and Exchange Commission noticing such action. The Company
filed a certificate of amendment with the State of Delaware to change the
name of the Company. Acceptance of such filing is pending with the State
of Delaware.

Item 2. Properties

The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Management at no cost to the Company. The Company
expects this arrangement to continue until the Company completes
a change in control.

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

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

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

Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.

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

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

As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.

In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.

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

NUMBER OF
DATE NAME SHARES CONSIDERATION

July 9, 2013 James Cassidy (1) 10,000,000 $1,000

July 9, 2013 James McKillop 10,000,000 $1,000

(1) James M. Cassidy, the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, which company has agreed to assist the
Company in registering its stock and introductions to the brokerage
community.

Item 6. Selected Financial Data.

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

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

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

No assurances can be given that Trail Run will be successful in
locating or negotiating with any target company.

The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.

The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the
Company 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 transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.

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

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

Management will pay all expenses incurred by Trail Run until a
change in control is effected. There is no expectation of repayment
for such expenses.

The president of Trail Run is the president, director and
shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists
companies in becoming public reporting companies and with introductions
to the financial community.

2012 Year-End Analysis

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

Item 8. Financial Statements and Supplementary Data

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

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

There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

Item 9A. Controls and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. Based upon that evaluation, he believes that
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.

Management's Report of Internal Control over Financial Reporting

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

Anton & Chia the independent registered public accounting
firm for Trail Run, has not issued an attestation report on the
effectiveness of Trail Run's internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

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

Item 9B. Other information

Not applicable.

PART III

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

The Directors and Officers of the Company are as follows:

Name Age Positions and Offices Held
----------------- -----------
James Cassidy 78 President, Secretary, Director
James McKillop 54 Vice President, Director

Management of Trail Run

Trail Run has no full time employees. James Cassidy and James
McKillop are the officers and directors of Trail Run and its shareholders.
Mr. Cassidy, as president of Trail Run, and Mr. McKillop as vice president,
will allocate a limited portion of time to the activities of Trail Run
without compensation. Potential conflicts may arise with respect to the
limited time commitment by management and the potential demands of the
activities of Trail Run.

There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.

Set forth below are the names of the directors and officers of
the Company, all positions and offices with the Company held, the
period during which they have served as such, 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 Trail 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 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. Trail Run believes Mr. Cassidy to have the business experience
necessary to serve as a director of Trail Run as it seeks to enter into a
business combination. As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has had ample experience in evaluating
companies and management, understanding business plans, assisting in
capital raising and determining corporate structure and objectives.

James McKillop serves as a director and vice president of
Trail 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 is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years. 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, Trail Run believes Mr.
McKillop to have experience and knowledge that will serve Trail Run in
seeking, evaluating and determining a suitable target 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 Trail Run and
James McKillop, vice president and a director of Trail Run, are involved
with other existing blank check companies, and in creating additional
similar companies. The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified
as a blank check company until completion of a business combination.

Conflicts of Interest

The officers and directors of Trail Run have organized and expect to
organize other companies with an identicial structure, purpose, officers,
directors and shareholders. As such management believes there is no
conflict of interest in these companies.

The blank check companies with which management (including
the directors) is involved are identical except for the name. As and
when created, no one blank check company offers management any more
favorable terms than the others. Thus no conflict of interest
arises for management between any of the blank check companies.

Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Trail Run has
effected a business combination.

Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm. As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Trail Run. Mr. Cassidy intends to devote as much time to the activities
of Trail Run as required. However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Trail Run.

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

Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has two persons who are the only shareholders and who serve as
the directors and officers. The Company has no operations or business and
does not receive any revenues or investment capital. The adoption of an
Ethical Code at this time would not serve the primary purpose of such a
code to provide a manner of conduct as the development, execution and
enforcement of such a code would be by the same persons and only
persons to whom such code applied. Furthermore, because the Company does
not have any activities, there are activities or transactions which would
be subject to this code. At the time the Company enters
into a business combination or other corporate transaction, the current
officers and directors will recommend to any new management that such a
code be adopted. The Company does not maintain an Internet website on
which to post a code of ethics.

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

Item 11. Executive Compensation

The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.

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

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

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

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

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

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

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

All Executive Officers and 20,000,000 100%
Directors as a Group (2 Persons)

Item 13. Certain Relationships and Related Transactions and
Director Independence

Trail 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.

As the organizers and developers of Trail Run, James M. Cassidy and
James McKillop may be considered promoters. Mr. Cassidy has provided
services to Trail Run without charge consisting of preparing and filing
the charter corporate documents and preparing this registration statement.

Trail 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 not be considered
independent directors if it were to do so.

Item 14. Principal Accounting Fees and Services.

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

Audit Fees

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

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

=======
Audit-Related Fees $ 750

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

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm 1

Balance Sheet as of December 31, 2013 2

Statement of Operations for the period from July 9, 2013
(Inception) to December 31, 2013 3

Statement of Changes in Stockholders' Equity for the Period
from July 9, 2013 (Inception) to December 31, 2013 4

Statement of Cash Flows for the period from July 9, 2013
(Inception) to December 31, 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 and
Stockholders of Trail Run Acquisition Corporation:

We have audited the accompanying balance sheet of Trail Run Acquisition
Corporation (the "Company") (a development stage company) as of December 31,
2013, and the related statements of income, comprehensive income,
stockholders' equity, and cash flows for the period from July 9, 2013
(Inception) through December 31, 2013. Trail Run Acquisition Corporation's
management is responsible for these financial statements. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing 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 Trail Run Acquisition
Corporation as of December 31, 2013, and the results of its operations and
its cash flows for the period from July 9, 2013 (Inception) through
December 31, 2013, in conformity with accounting principles generally
accepted in the United States of America.

Anton & Chia LLP

Newport Beach, CA

March 26, 2014

--------------------------------------------------------------------

TRAIL RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

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

Current assets
Cash $ 2,000
-----------------
Total assets $ 2,000
=================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accrued liabilities $ 400
-----------------
Total liabilities $ 400
-----------------

Stockholders' equity
Common Stock; $0.0001 par value, 2,000
100,000,000 shares authorized;
20,000,000 shares issued and
outstanding

Additional paid-in capital 257

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

--------------------------------------------------------------------

TRAIL RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

For the period from July 9,
2013 (Inception) to
December 31, 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)
-----------------

Weighted average shares-basic and diluted 20,000,000
=================

The accompanying notes are an integral part of these financial statements

--------------------------------------------------------------------

TRAIL 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 9,
2012 (Inception) - $ - $ - $ - $ -

Issuance of common stock 20,000,000 2,000 - - 2,000

Additional paid-in
capital - - 257 - 257

Net loss - - - (657) (657)
========== ======= ======= ========= =========
Balance,
December 31, 2013 20,000,000 $ 2,000 $ 257 $ (657) $ 1,600
========== ======= ======= ========= =========

The accompanying notes are an integral part of these financial statements

--------------------------------------------------------------------

TRAIL RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

For the period from
July 9, 2013
(Inception) to
December 31, 2013
------------------

OPERATING ACTIVITIES

Net loss $ (657)
------------------

Changes in Operating Assets and Liabilities
Accrued liabilities 400
------------------
Net cash used in operating activities (257)
------------------
INVESTING ACTIVITIES
Acquisition of Intangible Assets -
Capital Expenditures -
------------------
Net cash used in investing activities -
------------------
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

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TRAIL RUN ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

NATURE OF OPERATIONS

Trail Run Acquisition Corporation ("Trail Run" or "the Company") was
incorporated on July 9, 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 Trail 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 December 31, 2013.

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CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of December 31, 2013

INCOME TAXES

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized. As of December 31, 2013, there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflect
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of December 31, 2013, there are no outstanding dilutive
securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements
of financial assets and financial liabilities and for fair value
measurements of nonfinancial items that are recognized or disclosed at
fair value in the financial statements on a recurring basis. Additionally,
the Company adopted guidance for fair value measurement related to
nonfinancial items that are recognized and disclosed at fair value in the
financial statements on a nonrecurring basis. The guidance establishes a
fair value hierarchy that prioritizes the inputs to valuation techniques
used to measure fair value. The hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or liabilities
(Level 1 measurements) and the lowest priority to measurements involving
significant unobservable inputs (Level 3 measurements). The three levels
of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level
1 that are observable for the asset or liability, either directly or
indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their
fair values because of the short maturity of these instruments.

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NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since inception to date
and has sustained operating losses during the period ended December 31,
2013. The Company had working capital of $1,600 and an accumulated
deficit of $657 as of December 31, 2013. The Company's continuation as
a going concern is dependent on its ability to generate sufficient cash
flows from operations to meet its obligations and/or obtaining additional
financing from its members or other sources, as may be required.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern; however, the above
condition raises substantial doubt about the Company's ability to do so.
The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will
require additional working capital from either cash flow from operations
or from the sale of its equity. However, the Company currently has no
commitments from any third parties for the purchase of its equity. If
the Company is unable to acquire additional working capital, it will be
required to significantly reduce its current level of operations.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Not Adopted

In April 2013, the FASB issued ASU No. 2013-07, Presentation of
Financial Statements (Top 205): Liquidation Basis of Accounting. The
objective of ASU No. 2013-07 is to clarify when an entity should apply
the liquidation basis of accounting and to provide principles for the
measurement of assets and liabilities under the liquidation basis of
accounting, as well as any required disclosures. The amendments in this
standard are effective prospectively for entities that determine liquidation
is imminent during annual reporting periods beginning after December 15,
2013, and interim reporting periods therein. We are evaluating the effect,
if any, adoption of ASU No. 2013-07 will have on our financial statements.

Other recent accounting pronouncements issued by the FASB (including
its Emerging Issues Task Force) and the United States Securities and
Exchange Commission did not or are not believed by management to have
a material impact on the Company's present or future financial statements.

NOTE 4 STOCKHOLDERS' EQUITY

On July 9, 2013, the Company issued 20,000,000 common shares to two
directors and officers for $2,000 in cash.

The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2013,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.

Subsequent Event

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

TRAIL RUN ACQUISITION CORPORATION

By: /s/ James M. Cassidy
James M. Cassidy, President
Principal executive officer
Dated: March 26, 2014

By: /s/ James M. Cassidy
James M. Cassidy, President
Principal financial officer

Dated: March 26, 2014

Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME OFFICE DATE

/s/ James M. Cassidy Director March 26, 2014

Trail Run Acquisition Corp - FORM 10-K - March 26, 2014

Attached files