Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 28, 2016

Date of Report (Date of earliest event reported)

BROKE OUT INC.

(Exact name of registrant as specified in its charter)

Nevada		333-202337		37-1774468
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Firlstr. 3436 Berlin, Germany
(Address of principal executive offices)		(Postal Code)

(201) 241-4188

Registrant’s telephone number, including area code

83, High Street, Stony Stratford,

Milton Keynes

United Kingdom MK11 1AT

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 27, 2016, Broke Out Inc., a Nevada corporation (“BRKO”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Digitrade Developments Ltd., a company organized under the laws of Belize (“Digitrade Developments”), whereby BRKO agreed to issue 4,625,000 shares of its common stock to Digitrade Developments in exchange for 100% of the issued and outstanding equity interests of Megapps Ventures Inc., a Nevada corporation (“Megapps”). Megapps was incorporated in the State of Nevada on October 16, 2015. Digitrade Developments is controlled by Chan Set Kuan, an individual residing in Malaysia. Prior to entering into the Share Exchange Agreement, Mr. Chan acquired 15 million shares of BRKO’s common stock with BRKO’s then-CEO, Mr. Jason Draper. Following acquisition of such shares, Mr. Chan became the sole executive officer and sole member of the Board of Directors of BRKO.

Megapps owns certain Android and Apple mobile applications (the “Assets” or the “Apps”), which it purchased from Incorporate Apps Einzelunternehmen (“Incorporate Apps”), pursuant to the Asset Purchase Agreement, dated October 16, 2015, by and between Megapps, Georgi Tanmazov (an individual residing in Germany and the owner of all the equity interests in Incorporate Apps), and Incorporate Apps (the “Asset Purchase Agreement”) in exchange for $92,500 USD and certain post-closing covenants. Per the Asset Purchase Agreement, Megapps agreed to (a) appoint Mr. Tanmazov to its Board of Directors, (b) employ Mr. Tanmazov on terms described below, and (c) in the event that within 120 days of the closing of the Asset Purchase Agreement, Megapps sells the Assets to an entity controlled by Megapps or its owners or Megapps conducts a reverse takeover with another entity, to cause Mr. Tanmazov to receive and ownership interest in the entity obtaining such Assets in an amount equal to 0.5% of the issued and outstanding ownership interests of such entity calculated at the time the Assets are deemed to be acquired by such entity. The transactions under the Share Exchange Agreement trigger the obligation to deliver Mr. Tanmazov 0.5% of the issued and outstanding shares of BRKO calculated at the time of the closing of the Share Exchange Agreement.

Megapps employs Mr. Tanmazov to continue maintaining the Assets and development enhancements to the Assets during the period of his employment. The compensation during the term of his employment with Megapps will consist of (i) a fixed salary of $600 USD per month, and (ii) twenty percent (20%) of all profits generated from the Assets during the period of Mr. Tanmazov’s employment by Megapps. For purposes of the above calculation, “profits” means total revenue minus total expenses. Mr. Tanmazov’s employment with Megapps can be terminated by him or Megapps upon sixty (60) days advance notice. Upon termination, Megapps shall have no further obligation to pay any compensation to Mr. Tanmazov.

ITEM 2.01 COMPELTION OF ACQUISITION OR DISPOSITION OF ASSETS.

On January 28, 2016, BRKO completed the acquisition of 100% of the issued and outstanding equity interests of Megapps from Digitrade Developments pursuant to the Share Exchange Agreement. As a result of the completion of this acquisition, 4,625,000 shares of BRKO’s common stock were issued to Digitrade Developments. Digitrade Developments is controlled by Chan Set Kuan, an individual residing in Malaysia and the sole executive officer and sole member of the Board of Directors of BRKO.

The number of shares issued to Digitrade Developments in connection with the Share Exchange Agreement was determined through negotiations between BRKO and Digitrade Developments. The parties agreed to value the shares to be issued by BRKO at $.02 and value all of the shares to be sold by BRKO to Digitrade Developments at $92,500.

FORM 10 INFORAMTION

Item 1. Business.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

(a)

General Business.

BRKO was incorporated in the State of Nevada on December 19, 2014. On January 28, 2016, BRKO completed the transactions contemplated by the Share Exchange Agreement (the “Share Exchange Agreement”) entered into with Digitrade Developments, whereby BRKO issued 4,625,000 shares of its common stock to Mr. Chan in exchange for 100% of the issued and outstanding equity interests of Megapps. Megapps owns and develops the Assets, which consist of certain Android and Apple mobile applications, which it purchased from Incorporate Apps for $92,500 USD, as described above under Item 1.01.

Mr. Tanmazov is the developer of the mobile applications purchased by Megapps (the “Apps”). Pursuant to the Asset Purchase Agreement, Megapps agreed to employ Mr. Tanmazov to continue maintaining the purchased Assets.

In connection with Share Exchange Agreement, BRKO elected to enter into the business of developing mobile apps and games for Google’s Android and Apple’s iOS platforms .

Company Profile Summary

Megapps is a software company specialized in the development of mobile apps and games for Google’s Android and Apple’s iOS platforms. Mr. Tanmazov oversees the maintenance and development of Megapps’ mobile apps and games.

Industry Profile & Outlook

Megapps operates primarily in the computer/software applications industry and specifically in the development of Android and iOS apps for mobile devices. In the past 5 years the number of total apps on the Google Play Store has increased from around 200,000 in 2011 to around 1.6 million in 2015 and currently about 1.5 million apps in the Apple’s App store as well. The Google Play Store and Apple’s App Store are generally referred to herein as an “App Store”.

Megapps generates revenue from selling certain applications in the App Stores and from displaying advertisements in certain applications. Approximately sixty percent (60%) of Megapps’ revenue is generated from the sales of Apps and the remaining revenue comes for advertising.

In 2014, there were approximately 1 billion Android devices being sold, with about 150

million iPhone devices being sold from Apple. We anticipate that these numbers will increase as more markets are introduced to smartphones.

Competition / SWOT Analysis

Strengths –

Solid reputation in the US (rating and ranking in the apps) - some Apps are within the top 50 of their categories in the US and also top 500 out of all apps on the Google Play Store.

 Stable European market with strong reputation. Some Apps are consistently in the top 10 most downloaded in their region.

Uniqueness of the Apps and solid source codes. Many of the other apps on the market are copycat apps, as opposed to a majority of Megapps’ Apps which are original and unique in their region.

Very nice and prompt customer support. Megapps attempts to respond to customer inquiries within a few hours.

 Active user base of approximately 400,000 users per month currently.

Weaknesses –

Lack of marketing

Opportunities –

Development of new apps and improvement of the existing ones

Google’s new Play Store advertisement system based on cost per installation only will bring a lot of new customers

Threats –

Android OS updates. So far the Apps have been updated to the latest available Android 6.0 Marshmallow version, but future updates could break some functionalities. What this means is that with every Android update, some functionalities become unuseable and Megapps must update its Apps to make the Apps useable again. Since the adoption of new OS versions on Android is not that good (meaning that Android device owners typically download new operating systems at a low pace), it is anticipated that it will take at least 2 years for effects to be felt, even if Google decides to limit some Apps. Google may decide to limit some Apps in the event the Apps are not updated to work with new Android operating system versions.

Megapps is unable to make its Apps work 100% with all versions of Android devices. Megapps must predict how its customer base will adopt new Android operating system versions and modify its Apps to work with the greatest percentage of its customers’ devices.

Target Market

Megapps is focused on both operating through the App Stores, but has also been involved in licensing or B2B deals. The biggest potential is in partnership with various App store vendors who would pay us to develop themed Apps as directed by the vendors and then all us to offer those Apps for free to customers.

At the moment Megapps has around 400,000 monthly active users from around the globe, with the US taking around 30% of that share. We consider an active user to be a user that uses the installed App a least once in a 30-day period. We estimate to reach 1 million monthly active users by the end of 2016. With the increase of the downloads, the revenue from served advertisements (which are advertisements, such as banners or text, that are displayed directly in our Apps) or direct sales will increase as well.

Sales & Marketing

Pricing Strategy

The price range of the Apps from Megapps is in the lower range of app pricing, but still not being offered very cheaply. The price range of between $2 to $5 is the result of long-term analysis and experimentation with different prices for the Apps and is seen as optimal for the current type of Apps. However, changes in the market happen quickly and this pricing could become obsolete or a deterrent to our growth.

Marketing Strategy

So far no specific marketing for our Apps has been done. Due to the high ranking and ratings of the Apps, the optimized app store app descriptions, the user's acquisition is done either directly through play store search or via deep linking from within the other Apps in the portfolio. Having a large portfolio of Apps helps drive more downloads, since each App can serve ads for the other Apps on the portfolio.

Primary Marketing Strategy planned

With the introduction of Google’s Universal app campaigns a new marketing opportunity has been given to the app vendors to better target audiences through the Google Ad network in an efficient and cost effective way.

Marketing objectives

Using Google’s Universal app campaigns, the goal is to target 2 million new installs or downloads in 2016. To achieve this number of installs a marketing budget of at least $100,000 USD will be required to generate a lot of installs on a cost per install (CPI) basis. A further objective is to increase the active users rate, which are currently at about 400,000 monthly active users.

Operations

Location(s)

The main operations are currently run out of a home office located in Berlin, Germany.

Process/Production

Currently Incorporate Apps has produced a number of apps, but new apps need to be developed and old apps need to be updated regularly. Outsourcing or staff hiring is intended for most of the new apps that need to be developed.

Item 1A. Risk Factors.

Risks Related to Our Business

If we are unable to maintain a good relationship with Apple and Google, our business will suffer.

Google Play Store and Apple App Store are our primary distribution, marketing, promotion and payment platform for our Apps. We expect to generate substantially all of our revenue through those platforms for the foreseeable future. Any deterioration in our relationship with Google or Apple would harm our business and adversely affect the value of our stock.

We are subject to Google's and Apple’s standard terms and conditions for application developers, which govern the promotion, distribution and operation of games and other applications on their platform.

Our business would be harmed if:

Google or Apple discontinues or limits access to its platform by us and other app developers;

Google or Apple removes one of our revenue-producing Apps from their store

Google or Apple modifies its terms of service or other policies, including fees charged to, or other restrictions on, us or other application developers, or change how the personal information of its users is made available to application developers on the their platform or shared by users from Google and Apple's strong brand recognition and large user base.

If Google or Apple lose their market position or otherwise fall out of favor with Internet users, we would need to identify alternative channels for marketing, promoting and distributing our Apps, which would consume substantial resources and may not be effective. In addition, Google and Apple have broad discretion to change their terms of service and other policies with respect to us and other developers, and those changes may be unfavorable to us.

We operate in a new and rapidly changing industry, which makes it difficult to evaluate our business and prospects.

Mobile apps, from which we expect to derive all of our revenue, is a new and rapidly evolving industry. The growth of the mobile app industry and the level of demand and market acceptance of our Apps are subject to a high degree of uncertainty. Our future operating results will depend on numerous factors affecting the mobile app industry, many of which are beyond our control, including:

changes in consumer demographics and public tastes and preferences;

the availability and popularity of other forms of entertainment;

the worldwide growth of personal computer, broadband internet and mobile device users, and the rate of any such growth; and

general economic conditions, particularly economic conditions adversely affecting discretionary consumer spending.

Our ability to plan for app development, distribution and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential users. New and different types of entertainment may increase in popularity at the expense of mobile apps. A decline in the popularity of apps in general, or our Apps in particular, would harm our business and prospects.

We have a new business model and a short operating history, which makes it difficult to evaluate our prospects and future financial results and may increase the risk that we will not be successful.

We began operations in in the mobile apps business in 2010, and we have a short operating history and a new business model, which makes it difficult to effectively assess our future prospects.

Our growth depends on our ability to consistently launch new apps that achieve significant popularity. Each of our Apps requires significant engineering, marketing and other resources to develop, launch and sustain via regular upgrades. Our ability to successfully launch, sustain and expand apps and attract and retain a user-base largely will depend on our ability to:

anticipate and effectively respond to changing app interests and preferences

anticipate or respond to changes in the competitive landscape

effectively market new apps and enhancements to our existing users and new users

minimize launch delays and cost overruns on new apps

minimize downtime and other technical difficulties

If our Apps do not maintain their popularity, our results of operations could be harmed.

In addition to creating new apps that are attractive to a significant number of users, we must extend the life of our existing Apps, in particular our most successful Apps. For an App to remain popular, we must constantly enhance, expand or upgrade it with new features users find useful. Such constant enhancement requires the investment of significant resources, particularly with older Apps, and such costs on average have increased. We may not be able to successfully enhance, expand or upgrade our current Apps.

Our Apps target a specific market, and may be negatively impacted by updates to the Android platform and unfavorable reviews, which could harm our business and results of operations.

Because our Apps are very specific on what they can do there is potential for them to be

serving too narrow of a market. Another risk posed to our Apps are updates to the Android platform, which could render some of our Apps or their features obsolete. In addition, negative reviews or ratings by app users could lower the number of downloads of our Apps. Each of the foregoing could harm our business and results of operations.

Any failure or significant interruption in our network could impact our operations and harm our business.

Our technology infrastructure is critical to the performance of our Apps and to user satisfaction. Our Apps run on a complex distributed system, or what is commonly known as cloud computing. This system is operated by third parties that we do not control and which would require significant time to replace. We expect this dependence on third parties to continue.

Security breaches, computer viruses and computer hacking attacks could harm our business and results of operations.

Security breaches, computer malware and computer hacking attacks have become more prevalent in our industry, and may occur on our systems in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm our business, financial condition and operating results.

There are low barriers to entry in the app industry, and competition is intense.

The app industry is highly competitive, with low barriers to entry and we expect more companies to enter the sector and a wider range of apps to be introduced. In addition, we have limited experience in developing apps for mobile and other platforms and our ability to succeed on those platforms is uncertain. As we continue to devote resources to developing apps for those platforms, we will face significant competition from established companies and new-comers.

We may in the future be, subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future.

We may face allegations that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors, non-practicing entities and former employers of our personnel. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict. As the result of any court judgment or settlement we may be obligated to cancel the launch of a new App, stop offering an App or certain features of an App, pay royalties or significant settlement costs, purchase licenses or modify our Apps and features while we develop substitutes.

Programming errors or flaws in our Apps could harm our reputation or decrease market acceptance of our Apps, which would harm our operating results.

Our Apps may contain errors, bugs, flaws or corrupted data, and these defects may only become apparent after their launch, particularly as we launch new Apps and rapidly release new features to existing Apps under tight time constraints. We believe that if our users have a negative experience with our Apps, they may be less inclined to continue or resume using them or recommend our Apps to other potential users. Undetected programming errors, App defects and data corruption can disrupt our operations, adversely affect the experience of our users.

Our business is subject to a variety of other U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the United States and abroad, including laws regarding consumer protection, intellectual property, export and national security, that are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our Apps, which would harm our business, financial condition and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

Fluctuations in foreign currency exchange rates will affect our financial results, which we report in U.S. dollars.

We get paid in both Euros and United States Dollars and pay expenses in both Euros and U.S. Dollars. As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Fluctuations in the exchange rates between the U.S. Dollar and the Euro could result in the dollar equivalent of expenses being higher and/or the dollar equivalent of foreign-denominated revenue being lower than would be the case if exchange rates were stable. This could have a negative impact on our reported operating results.

The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the OTC Markets and other applicable securities rules and regulations. Compliance with these rules and regulations has increased and may continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results.

We also expect that being a public company, subject to these rules and regulations, will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

We have a limited operating history and if we are not successful in growing our business, then we may have to scale back or even cease our business operations.

We have a limited operating history and must be considered an emerging business. Megapps’ operations will be subject to all the risks inherent in the establishment of an emerging business and the uncertainties arising from the absence of a significant operating history. We may be unable to operate on a profitable basis. Potential investors should be aware of the difficulties normally encountered by emerging business enterprises that is trying to achieve growth. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in BRKO.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could harm our business.

We currently depend on the continued services and performance of the one (1) employee of Megapps, Georgi Tanmazov. We have not entered into an employment agreement with Mr. Tanmazov, and he can terminate his employment at any time. The loss of Mr. Tanmazov could disrupt our current Apps, delay new app development, and decrease user retention, which would have an adverse effect on our business.

As we continue to grow, we cannot guarantee we will be able to attract the personnel we need to maintain our competitive position. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively.

Megapps is obligated to pay 20% of its profits to Mr. Tanmazov as long as he is employed by Megapps and this may negatively impact our business and results of operations.

In connection with the Asset Purchase Agreement, Megapps, agreed to pay Mr. Tanmazov 20% of all profits generated by from the assets purchased by Megapps pursuant to the Asset Purchase Agreement. The profits are defined as total revenue minus total expenses. The obligation to make such payment to Mr. Tanmazov only lasts as long as he is employed by Megapps to maintain the Apps and may have a negative impact on our business and results of operations.

We may need to raise additional funds in the future to achieve our current business strategy and our inability to obtain funding will cause our business to fail.

We may need to raise additional funds through public or private debt or equity sales in order to fund our future operations and fulfill our business plan in the future. These financings may not be available when needed. Even if these financings are available, they may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing could have an adverse effect on our ability to implement our current business plan and develop our properties and products, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.

Other Risks

Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and are subject to the penny stock rules thereby potentially limiting the liquidity of our shares.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "penny stocks". A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Our shares are quoted on the OTC Pink Sheets under the ticker symbol “BRKO”. NASD broker-dealers who act as market makers for our shares generally facilitate purchases and sales of our shares. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

Because our principal assets are located in Germany, outside of the United States, and our sole executive officer and sole director resides outside of the United States, it may be difficult for an investor to enforce any right based on U.S. federal securities laws against us and/or our sole officer and director, or to enforce a judgment rendered by a United States court against us or our sole officer or director.

Our principal operations and assets are located in Germany, outside of the United States, and our sole executive officer and sole director is a non-resident of the United States. Therefore, it may be difficult to effect service of process on our sole officer or director in the United States, and it may be difficult to enforce any judgment rendered against our sole officer or director. As a result, it may be difficult or impossible for an investor to bring an action against our officer or director, in the event that an investor believes that such investor's rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Germany, or any other country, may render that investor unable to enforce a judgment against the assets of our officers or directors. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.

Additionally, because our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws. We believe that if the prospective investors are located outside of the United States, that the protection afforded them by the United States bankruptcy code will be unavailable for them, or that it may not be enforceable where the primary assets are located.

Item 2. Financial Information.

BRKO is regarded as a “smaller reporting company”, as such term is defined in Item 10(f) of Regulation S-K promulgated by the Securities and Exchange Commission under the Securities Act of 1933, and as such it is not required to provide the Selective Financial Data and Quantitative and Qualitative Disclosures about Market Risk information otherwise required under this item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This current report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this current report on Form 8-K are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this Current Report on Form 8-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this current report on Form 8-K.

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

Corporate History

BRKO was incorporated in the State of Nevada on December 19, 2014. On January 28, 2016, Broke Out Inc., a Nevada corporation (“BRKO”), completed a Share Exchange Agreement (the “Share Exchange Agreement”) with Digitrade Developments), whereby BRKO agreed to issue 4,625,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Megapps. Megapps was incorporated in the State of Nevada on October 16, 2015.

Digitrade Developments is controlled by Chan Set Kuan, an individual residing in Malaysia and the sole executive officer and sole member of the Board of Directors of BRKO. Prior to the closing of the Share Exchange Agreement, Megapps purchased certain assets (the “Assets”) of Incorporate Apps Einzelunternehmen (“Incorporate Apps”), pursuant to the Asset Purchase Agreement, dated October 5, 2015, by and between Megapps, Georgi Tanmazov (an individual residing in Germany and the owner of all the equity interests in Incorporate Apps), and Incorporate Apps (the “Asset Purchase Agreement”) in exchange for $92,500 USD and certain post-closing covenants. Per the Asset Purchase Agreement, Megapps agreed to (a) appoint Mr. Tanmazov to its Board of Directors, (b) employ Mr. Tanmazov on terms described below, and (c) in the event that within 120 days of the closing of the Asset Purchase Agreement, Megapps sells the Assets to an entity controlled by Megapps or its owners or Megapps conducts a reverse takeover with another entity, to cause Mr. Tanmazov to receive and ownership interest in the entity obtaining such Assets in an amount equal to 0.5% of the issued and outstanding ownership interests of such entity calculated at the time the Assets are deemed to be acquired by such entity. The transactions under the Share Exchange Agreement trigger the obligation to deliver Mr. Tanmazov 0.5% of the issued and outstanding shares of BRKO calculated at the time of the closing of the Share Exchange Agreement.

In connection with Share Exchange Agreement, BRKO elected to enter into the business of developing mobile apps and games for Google’s Android and Apple’s iOS platforms (“Apps”).

Business Overview

Fiscal Year Ended December 31, 2014 and Nine month period ended September 30, 2015.

The following discussion and analysis should be read in conjunction with the audited financial statements for the fiscal year ended December 31, 2014 and the nine month period ended September 30, 2015 and accompanying notes that appear in Exhibit 99.1 in this current report.

Results of Operations for the Nine Months Ended September 30, 2015 and 2014

During the periods ended September 30, 2015 and 2014, Incorporate Apps’ operations have been profitable, although our our net income for those periods was modest. Incorporate App’s financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term expansion requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Incorporate Apps’ functional currency is in Euros and the audit financial statements attached hereto as Exhibit 99.1 are prepared in Euros. Therefore, all amounts referenced below are in Euros.

Nine Month Period Ended September 30, 2015, compared to Nine Month Period Ended September 30, 2014

We generated gross revenue of €22,251 during the nine month period ended September 30, 2015, compared to €14,854 of gross revenue during he nine month period ended September 30, 2014. Our net profit from operations and net income for the nine month period ended September 30, 2015 was €16,306 and €16,306, respectively, compared to a net profit from operations and net income of €9,760 and €9,760 during the nine month period ended September 30, 2014.

During the nine month period ended September 30, 2015, we incurred direct costs of €5,466 and general and administrative expenses of €479, compared to €3,745 in direct costs, €809 in professional fees and 540 for general and administrative expenses incurred during the nine month period ended September 30, 2014.

LIQUIDITY AND CAPITAL RESOURCES

Nine Month Period Ended September 30, 2015

As of September 30, 2015, our current assets were €1,945, compared to €1,322 in current assets at December 31, 2014. The small increase in our current assets was the result in an increase in our accounts receivables in the amount of €623 during the nine month period ended September 30, 2015.

As of September 30, 2015, our current liabilities were €625, compared to current liabilities of €346 as of December 31, 2014. Current liabilities as of September 30, 2015, were comprised of solely unearned revenue in the amount of €625. This compares to €250 in unearned revenue and €96 in accounts payable and accrued liabilities as of December 31, 2014.

Total Stockholders’ equity increased slightly from €976 as of December 31, 2014 to €1,320 as of September 30, 2015, due to the aforementioned net income of €16,306 and contribution from owner in the amount of €27,468, partially offset by owner withdrawals of €43,430.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Item 3. Properties.

We do not own any real property. We maintain our corporate office at Firlstr. 34/36, 12459 Berlin, Germany. We intend to rent a virtual office in Germany in the future.

Item 4. Item Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of January 28, 2016 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers and our most highly compensated employee at the end of the last fiscal year. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of beneficial owner	Amount and nature of beneficial ownership⁽¹⁾	Percent of class
Common Stock	Chan Set Kuan⁽²⁾ 43-1 Jlan Puteri 1/8, Bandar Puteri Puhong Selangor, Malaysia 47100	19,625,000	61.36%
Common Stock	Georgi Tanmazov⁽³⁾ Firlstr. 34/36, 12459 Berlin, Germany	159,125	0.5%
Common Stock	Executive Officers and Directors as a Group (2 persons)	19,784,125	61.86%

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 29, 2016.

As of January 29, 2016, there were 31,984,125 shares of our common stock issued and outstanding.

(2) Chan Set Kuan is the controlling shareholder of Digitrade Developments Ltd., a Belize corporation. Digitrade Developments Ltd. directly owns 4,625,000 shares of BRKO’s common stock. Mr. Kuan is BRKO’s Chief Executive Officer and sole member of BRKO’s board of directors and directly owns 15 million shares of BRKO.

(3) Georgi Tanmazov is the Chief Technology Officer for Megapps and is responsible for maintaining the Megapps’ mobile applications. Mr. Tanmazov is also the owner of Incorporate Apps Einzelunternehmen from which Megapps acquired certain assets prior to the BRKO acquiring all the issued and outstanding capital stock of Megapps.

Item 5. Directors and Executive Officers.

(a) – (b) Identification of Directors and Executive Officers.

The Company: The following table identifies all of the members of BRKO’s Board of Directors and its Executive Officers. The members of the Board serve until the next annual meeting and a successor is appointed and qualified, or until resignation or removal.

Name	Age	Positions Held	Date of Appointment
Chan Set Kuan	53	Chief Executive Officer, Member of the Board of Directors	January 28, 2016

Georgi Tanmazov is the Chief Technology Officer of Megapps, our wholly owned subsidiary, and is responsible for maintaining the Megapps mobile applications. Mr. Tanmazov is also the owner of Incorporate Apps Einzelunternehmen from which Megapps acquired certain assets prior to BRKO acquiring all the issued and outstanding capital stock of Megapps.

(d) Family relationships. None.

(e) Business experience

Mr. Chan Set Kuan – Chief Executive Officer, Member of the Board of Directors

Mr. Chan Set Kuan, age 53, has served as the Executive Sales Manager of IOL Group KL Division since 2010. Prior to this, Mr. Chan Set Kuan was the Supervisor of Sales for Sime Darby Group. He received Bachelor in Administrative Management from Kuala Lumpur Metropolitan University College, and a Master of Business Administration from the University of Malaya.

Chan Set Kuan has not held a directorship in any company with a class of securities registered pursuant to section 12 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of section 15(d) of the Exchange Act.

Mr. Georgi Tanmazov – Chief Technology Officer of Megapps

Mr. Tanmazov, age 33, Founded Incorporate Apps Einzelunternehmen in September of 2010 and has overseen its operations ever since. Incorporate Apps Einzelunternehmen develops Android, IOS and Blackberry applications for tablets and mobile phones. Prior to this, Mr. Tanmazov was a software developer and SCRUM Master at Roamsys GmbH from September 2009 through April 2010. He is experienced in the development of web applications, structural database design, data storage design and data mining. Mr. Tanmazov received a Master of Science in Informatics from the University of Applied Science in Trier, Germany. He received a Bachelor of Computer Science from Technical University in Varna, Bulgaria.

Mr. Tanmazov has not held a directorship in any company with a class of securities registered pursuant to section 12 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of section 15(d) of the Exchange Act.

(f) Involvement in certain legal proceedings.

None of BRKO’s executive officers or directors has been involved in any legal proceedings during the past ten (10) years.

(g) Promoters and control persons.

Mr. Chan Set Kuan owns 15 million shares of BRKO’s common stock, which represents 44% of the total shares issued and outstanding. Digitrade Developments Ltd. owns 4,625,000 shares of BRKO’s common stock. Mr. Kuan is the controlling shareholder of Digitrade Developments Therefore Mr. Chan is BRKO’s controlling shareholder. Mr. Chan has not been a party to any legal proceedings at any time during the past five (5) years.

Item 6. Executive Compensation.

We presently do not have employment agreements with any of our named executive officers and we have not established a system of executive compensation or any fixed policies regarding compensation of executive officers. However, as discussed below under this Item 6, we do have an agreement to compensate an employee of our wholly-owned subsidiary, Megapps Ventures Inc., that is responsible for maintaining and developing our apps.

As our business and operations expand and mature, we expect to develop a formal system of compensation designed to attract, retain and motivate talented executives.

Pursuant to the Asset Purchase Agreement, Megapps agreed to (a) appoint Mr. Tanmazov to its Board of Directors, (b) employ Mr. Tanmazov on terms described below, and (c) in the event that within 120 days of the closing of the Asset Purchase Agreement, Megapps sells the Assets to an entity controlled by Megapps or its owners or Megapps conducts a reverse takeover with another entity, to cause Mr. Tanmazov to receive and ownership interest in the entity obtaining such Assets in an amount equal to 0.5% of the issued and outstanding ownership interests of such entity calculated at the time the Assets are deemed to be acquired by such entity. The transactions under the Share Exchange Agreement trigger the obligation to deliver Mr. Tanmazov 0.5% of the issued and outstanding shares of BRKO calculated at the time of the closing of the Share Exchange Agreement.

Megapps will employ Mr. Tanmazov to continue maintaining the Assets during the period of his employment. The compensation during the term of his employment with Megapps will consist of (i) a fixed salary of $600 USD per month, and (ii) twenty percent (20%) of all profits generated from the Assets during the period of Mr. Tanmazov’s employment by Megapps. For purposes of the above calculation, “profits” means total revenue minus total expenses. Mr. Tanmazov’s employment with Megapps can be terminated by him or Megapps upon sixty (60) days advance notice. Upon termination, Megapps shall have no further obligation to pay any compensation to Mr. Tanmazov.

Summary Compensation Table.

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

SUMMARY COMPENSATION TABLE
Name and principal position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Georgi Tanmazov, CTO of Megapps		2015		0		0		0		0		0		0		0		0

Georgi Tanmazov, CTO of Megapps		2014		0		0		0		0		0		0		0		0

Narrative Disclosure to the Summary Compensation Table

Incorporate Apps’ President/CTO, Mr. Tanmazov has not been a paid a salary, wages or other compensation for his services to Incorporate Apps’ during the past two (2) fiscal years. During such period of time, Mr. Tanmazov was also the sole owner of Incorporate Apps and received owner withdrawals from the company. Pursuant to the Asset Purchase Agreement between our subsidiary Megapps, Mr. Tanmazov and Incorporate Apps, whereby Megapps acquired 100% ownership of Incorporate Apps, Megapps agreed to pay to Mr. Tanmazov a monthly salary of $600 plus twenty percent (20%) of all profits generated from the existing business of Incorporate Apps during Mr. Tanmazov’s employment by Megapps, which may be terminated by either party upon sixty (60) days prior notice.

Securities Authorized for Issuance Under Equity Compensation Plans

Except for the arrangements with Mr. Tanmazov pursuant to the Asset Purchase Agreement, we have not adopted a stock option plan or other equity compensation plan and have not issued any stock, options, or other securities as compensation.

Except as provided above, the Company has not paid any compensation to any of its officers or directors and does not have any agreements in place or understandings to pay any compensation to its officers and directors.

Item 7. Certain Relationships and Related Transactions and Director Independence.

Other than as described below, BRKO has not engaged in any transactions with any of its related persons since the beginning of its last fiscal year.

On January 28, 2015, Broke Out Inc., a Nevada corporation (“BRKO”), entered into the Share Exchange Agreement with Digitrade Developments, whereby BRKO agreed to issue 4,625,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Megapps. Digitrade Developments is controlled by Chan Set Kuan, an individual residing in China and the Chief Executive Officer and sole director of BRKO.

Item 8. Legal Proceedings.

None.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Not applicable.

Item 10. Recent Sales of Unregistered Securities.

On December 19, 2014, our former President and CEO, Mr. Draper acquired 5,000,000 common shares, at a price of $0.001 per share.

On December 19, 2014 our former President and CEO, Mr. Draper, sold his shares in Broke Out, Ltd to us in exchange for 10,000,000 shares of our common stock.

On January 28, 2016, Broke Out issued to Digitrade Developments 4,625,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Megapps. Digitrade Developments is controlled by Chan Set Kuan, Broke Out’s sole officer and director. Prior to the closing of the Share Exchange Agreement, Megapps purchased certain assets of Incorporate Apps Einzelunternehmen, in exchange for $92,500 and other consideration.

Pursuant to the Asset Purchase Agreement, as a result of the completion of the Share Exchange Agreement, Megapps, our wholly-owned subsidiary, agreed to cause Mr. Tanmazov to receive an ownership interest in BRKO in an amount equal to 0.5% of the issued and outstanding ownership interests of BRKO calculated at the time the Assets purchased by Megapps pursuant to the Asset Purchase Agreement are deemed to be acquired by BRKO. As a result, Mr. Tanmazov was granted 159,125 shares of BRKO’s common stock on January 28, 2016.

The foregoing issuances were made to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation Sand/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

• Each of the parties receiving shares are residents and citizens of a foreign country and were not in the United States at the time of the sale of the shares;

• Each of the parties receiving shares agree to resell the shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration; and

• The certificate representing the shares sold contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the hold may engage in hedging transactions with regards to Broke Out’s common stock unless in compliance with the Act.

Item 11. Description of Registrant’s Securities to be Registered.

Our authorized capital stock consists of 100,000,000 authorized shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. As of January 28, 2016, there were 31,984,125 shares of our common stock issued and outstanding, held by 13 stockholders of record. We have not issued any shares of preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power.

Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:

The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;

The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

Any other relative rights, preferences and limitations of that series

Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control

Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.

In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Transfer Agent and Registrar

Our transfer agent is Globex Transfer, LLC, 780 Deltona Boulevard, Suite 202, Deltona, Florida 32725.

Item 12. Indemnification of Directors and Officers.

Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnity has met the applicable standard of conduct. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 13. Financial Statements and Supplementary Data.

Reference is made to the financial statements and pro forma financial information relating to Incorporate Apps contained in Item 9.01 of this Current Report on Form 8-K, which is incorporated by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a)

Financial Statements.

Audited financial statements for the periods ended September 30, 2015 and December 31, 2014.

(b)

Exhibits.

3.1 Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed with the SEC on February 27, 2015, file number 333-202337.

3.2 Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on February 27, 2015, file number 333-202337.

10.1 Share Exchange Agreement, between Broke Out Inc. and Digitrade Developments Ltd., dated January 28, 2016.

10.2 Asset Purchase Agreement, between Megapps Inc., Georgi Tanmazov and Incorporate Apps dated October 16, 2015.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

On January 28, 2016, a change in control of the Company occurred by virtue of the Company's largest shareholder Jason Draper selling 15 million shares of the Company's common stock, which constituted all of the shares that he owned, to Digitrade Developments Ltd., a Belize corporation, which is controlled by Chan Set Kuan, who has been appointed as the Company’s CEO and member of the Board (see Item 5.02 below). Such shares sold by Mr. Draper represented 55.14% of the Company's total issued and outstanding shares of common stock.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Effective January 28, 2016, BRKO accepted the resignations of Jason Draper as the President, Chief Executive Officer, and member of BRKO’s Board of Directors, and of Sarah Burgin as the Chief Financial Officer, Secretary, Treasurer and member of BRKO’s Board of Directors. The resignations of Mr. Draper and Ms. Burgin was not due to any disagreements with BRKO on any matter relating to its operations, policies or practices. Simultaneously, Mr. Chan Set Kuan was elected as BRKO’s Chief Executive Officer and Chief Financial Officer, and as the sole member of BRKO’s Board of Directors.

Biographies

Mr. Chan Set Kuan – Member of the Board of Directors

Mr. Georgi Tanmazov – Chief Technology Officer of Megapps

Item 9.01. Financial Statements and Exhibits.

(a)

Financial Statements.

Audited financial statements of Incorporate Apps for the periods ended September 30, 2015 and December 31, 2014 are filed as Exhibit 99.1.

(b)

Exhibits.

3.2 Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on February 27, 2015, file number 333-202337.

10.1 Share Exchange Agreement, between Broke Out Inc. and Digitrade Developments Ltd., dated January 28, 2016.

10.2 Asset Purchase Agreement, between Megapps Inc., Georgi Tanmazov and Incorporate Apps dated October 16, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROKE OUT INC.

DATE: February 3, 2016

By:/s/ Chan Set Kuan

Name: Chan Set Kuan

Title: Chief Executive Officer

Exhibit 10.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of the 27^th day of January 2016 (this “Agreement”) is entered into by and among, Broke Out Inc., a Nevada corporation (“BRKO”); and Digitrade Developments Ltd., a Belize corporation (“OWNER”). BRKO and OWNER are referred to singularly as a “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, OWNER owns 100% of the issued and outstanding shares of Megapps Ventures Inc., a Nevada corporation (“Target”);

WHEREAS, Target is in the business of owning and developing mobile apps and games for Google’s Android and Apple’s iOS platforms.

WHEREAS, BRKO wishes to acquire all of the issued and outstanding shares of capital stock of Target (referred to hereinafter as the “Target Shares”), with the purpose of owning and operating Target as BRKO’s wholly-owned subsidiary; and

WHEREAS, BRKO and OWNER propose to enter into this Agreement which provides, among other things, that OWNER will deliver the Target Shares to BRKO in exchange for an aggregate total of 4,625,000 shares of BRKO’s common stock (the “Share Exchange”), on the terms and conditions set forth herein and such additional items as more fully described in this Agreement.

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. The following terms shall have the following respective meanings:


“Affiliate”		with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, “control” means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;
“Business Day”		a day (other than a Saturday) on which banks in Utah are open for business throughout their normal business hours;

“Closing”	the closing of the transactions contemplated by this Agreement;
“Completion”		completion of acquisition of the Target Shares by BRKO and issuance of the Exchange Shares (as such term is defined below) in accordance with the terms and conditions of this Agreement;
“Encumbrance”		any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to “Encumbrances” shall be construed accordingly;
“Exchange Act”		the US Securities Exchange Act of 1934;
“Person”		any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
“Securities Act”		the US Securities Act of 1933;
“SEC”		the US Securities and Exchange Commission;
“US”		United States of America;
“United States Dollars” or “US$”		United States dollars;

Section 1.02. Rules of Construction.

(a) Unless the context otherwise requires, as used in this Agreement: (i) “including” means “including, without limitation”; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement,; (vi) the terms “Article” and “Section” shall refer to the specified Article or Section of or to this Agreement (vii) the term “day” shall refer to calendar days.

(b) Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

ARTICLE II

THE SHARE EXCHANGE

Section 2.01 Share Exchange.

(a) Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), BRKO shall acquire all of the Target Shares with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto. BRKO shall be sole owner of Target and Target shall continue to operate in its normal course of business, as a wholly-owned subsidiary of BRKO.

(b) In exchange for the delivery of the Target Shares, BRKO shall provide the following to OWNER at the closing, a total of 4,625,000 shares of BRKO’s common stock (the “Exchange Shares”).

(c) The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party’s failure to perform, then the other Party may terminate the Agreement.

Section 2.02. Closing. The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”).

Section 2.03. OWNER’s Closing Documents. At the Closing, OWNER shall tender to BRKO:

(a) Copies of a certificate(s) representing all of the Target Shares, duly endorsed for transfer by the OWNER, which shall either be validly notarized or the signature thereon otherwise guaranteed and such certificates shall be marked as “cancelled”;

(b) One (1) new certificate issued by the Target in the name of BRKO representing the Target Shares;

(c) Certified copies of resolutions of the Board of Directors (or similar governing body) of OWNER in a form satisfactory to BRKO, acting reasonably, authorizing:

(i)	the execution and delivery of the agreement by the OWNER; and

(ii)	the transfer of the Target shares to BRKO.

(d) A certified copy of the register of shareholders of Target showing BRKO as the registered owner of the Target Shares; and

(e) A resolution from OWNER certifying that the conditions in Section 8.01(b) have been satisfied.

Section 2.04. BRKO’s Closing Documents. At the Closing, BRKO will tender to OWNER:

(a) A certified copy(ies) of resolutions of the Board of Directors of BRKO in a form satisfactory to OWNER, acting reasonably, authorizing:

(i) the execution and delivery of this Agreement by BRKO; and

(ii)

the issuance of the Exchange Shares to OWNER.

(b) Share certificates, registered in the name of OWNER as set forth above representing the Exchange Shares; and

(c) A certificate executed by a duly appointed officer of BRKO certifying that the conditions in Section 9.01(b) have been satisfied.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

Section 3.04. Each Party acknowledges that the restrictions contained in Section 11.01 shall continue to apply after the Closing without limit in time.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BRKO

Section 4.01. Organization, Standing and Authority; Foreign Qualification. BRKO is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 4.02. Corporate Authorization. The execution, delivery and performance by BRKO of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BRKO, and this Agreement constitutes a valid and binding agreement of BRKO. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

Section 4.03. Capitalization. BRKO’s authorized capital stock, as of the Closing Date prior the issuance of the Exchange Shares, shall consist of 100,000,000 authorized shares of common stock and 10,000,000 authorized shares of preferred stock, of which 27,200,000 common shares are issued and outstanding, and no preferred shares are issued and outstanding. All of such issued and outstanding shares of BRKO’s common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of BRKO’s common stock or any other security of BRKO or any plan for any of the foregoing. BRKO is not obligated to register the resale of any of its common stock on behalf of any shareholder of BRKO under the Securities Act.

Section 4.04. Subsidiaries. Prior to the Closing, BRKO does not have any subsidiaries.

Section 4.05. Articles of Incorporation and Bylaws. BRKO has heretofore delivered, or prior to Closing BRKO shall deliver, to OWNER true, correct and complete copies of its Articles of Incorporation and Bylaws or comparable instruments, certified by BRKO’s corporate secretary.

Section 4.06. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of BRKO;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which BRKO is a party or by or to which either of its assets or properties, may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon BRKO or upon the securities, assets or business of BRKO;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to BRKO or to the securities, properties or business of BRKO; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by BRKO.

Section 4.07. Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to BRKO’s best knowledge threatened against or affecting BRKO or involving any of BRKO’s property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. BRKO is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

Section 4.08. Compliance with Laws. To the best knowledge of BRKO, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of BRKO.

Section 4.09. True and Correct Copies. All documents furnished or caused to be furnished to OWNER by BRKO are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

Section 4.10. Contracts.

(a) Excluding any obligation referenced in this Agreement, BRKO is not a party to any:

(i) contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of BRKO, or to any other entity in which BRKO has an interest;

(ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days’ or more notice;

(iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

(iv) contracts (including, without limitation, leases of real property) calling for an aggregate purchase price or payments in any one (1) year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts);

(v) contracts relating to the acquisition by BRKO of any operating business of, or the disposition of any operating business by, any other person;

(vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person;

(vii) joint venture contracts or agreements;

(viii) contracts under which BRKO agrees to indemnify any party, other than in the ordinary course of business or in amounts not in excess of $100,000 or to share tax liability of any party;

(ix) contracts containing covenants of BRKO not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with BRKO in any line of business or in any geographical area;

(x) contracts for or relating to computers, computer equipment, computer software or computer services; or

(xi) contracts relating to the borrowing of money by BRKO or the direct or indirect guarantee by BRKO of any obligation for, or an agreement by BRKO to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

(A) any contract with respect to lines of credit;

(B) any contract to advance or supply funds to any other person other than in the ordinary course of business;

(C) any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

(D) any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or

(E) any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

(xii) any other material contract whether or not made in the ordinary course of business.

Section 4.11. Material Information. This Agreement and all other information provided, in writing, by BRKO or representatives thereof to OWNER, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to OWNER in writing which, individually or in the aggregate, could have a material adverse effect on BRKO or a material adverse effect on the ability of BRKO to perform any of its obligations pursuant to this Agreement.

Section 4.12. Brokerage. No broker or finder has acted, directly or indirectly, for BRKO nor did BRKO incur any finder’s fee or other commission, in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE OWNER

The OWNER represents and warrants to BRKO as follows:

Section 5.01. Organization, Standing and Authority; Foreign Qualification. (a) Target is a Nevada corporation duly organized, validly existing and in good standing under the laws of Nevada and has all requisite corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 5.02. Authorization. The execution, delivery and performance by OWNER of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of OWNER. OWNER has duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of OWNER.

Section 5.03. Capitalization.

(a) All of the Target Shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Target or any other security of Target or any plan for any of the foregoing.

(b) The Target Shares are not subject to any option, right of first refusal or any other restriction on transfer, whether by contract, agreement, applicable law, regulation or statute, as the case may be.

(c) There are no outstanding loans, debts, bonds, indentures or promissory notes giving the holder thereof the right to convert such instruments into shares of Target’s capital stock.

Section 5.04. Subsidiaries. Target does not have any subsidiaries.

Section 5.05. Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, OWNER shall be the beneficial and record holder of the Exchange Shares.

Section 5.06. Investment Risk. The OWNER understands that an investment in BRKO includes a high degree of risk, has such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of its investment in the Exchange Shares, is in a financial position to hold the Exchange Shares for an indefinite period of time, and is able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.

Section 5.07. Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, OWNER will execute, deliver, file and otherwise assist BRKO in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.

Section 5.08. Tax Advice. OWNER is solely responsible for obtaining such legal, including tax, advice as it considers necessary or appropriate in connection with the execution, delivery and performance by OWNER of this Agreement and the transactions contemplated herein.

Section 5.09. Investment Representations. All of the acknowledgements, representations, warranties and covenants set out in Exhibit A hereto are true and correct as of the date hereof and as of the Closing Date.

Section 5.10. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Target;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Target or OWNER is a party or by or to which either’s assets or properties may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Target or OWNER or upon the securities, assets or business of Target and/or OWNER;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Target and/or OWNER or to the securities, properties or business of Target and/or OWNER; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Target.

Section 5.11. Articles of Incorporation and Bylaws.

(a) OWNER has heretofore delivered to BRKO true, correct and complete copies of Target’s Articles of Incorporation and Bylaws or comparable instruments, certified by the corporate secretary thereof.

(b) The minute books of Target accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.

Section 5.12. Compliance with Laws. To the best of OWNER’S knowledge, neither Target nor OWNER is in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Target or OWNER and have not received written notice that any violation is being alleged.

Section 5.13. Material Information. This Agreement and all other information provided in writing by OWNER or representatives thereof to BRKO, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions, which have not been disclosed to BRKO in writing which, individually or in the aggregate, could have a material adverse effect on Target and/or OWNER or a material adverse effect on the ability of OWNER to perform any of their obligations pursuant to this Agreement.

Section 5.14. Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Target or OWNER. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of OWNER, threatened against or involving OWNER, Target or the Target Shares.

Section 5.15. Operations. Except as contemplated by this Agreement, since its date of incorporation, Target has not:

(a) amended its Certificate or Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;

(b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or

Section 5.16. Brokerage. OWNER shall pay any brokerage, finder’s fee or other commission owed in connection with the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS AND AGREEMENTS OF OWNER

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, OWNER shall cause Target to conduct its business substantially and the businesses of its subsidiaries in the manner in which it is currently conducted.

Section 6.02. Preservation of Permits and Services. From the date of this Agreement to the Closing Date, OWNER shall cause Target to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement to the Closing Date: (a) OWNER shall cause Target to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) OWNER shall promptly notify BRKO of any event, condition or circumstance that would constitute a violation or breach of this Agreement by OWNER.

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, BRKO shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Target, and such examination of the books, records, tax returns, results of operations and financial condition of Target. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and OWNER and its employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VII

COVENANTS AND AGREEMENTS OF BRKO

Section 7.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, BRKO shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.10, or undertake any of the actions specified in Sections 4.11.

Section 7.02. Litigation. From the date of this Agreement to the Closing Date, BRKO shall notify OWNER of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against BRKO or against any officer, director, employee, properties or assets of BRKO and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

Section 7.03. Conduct of BRKO Pending the Closing. From the date hereof through the Closing Date:

(a) BRKO shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

(b) BRKO shall promptly notify OWNER of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by BRKO.

Section 7.04. Corporate Examinations and Investigations. Prior to the Closing Date, OWNER shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of BRKO; and such examination of the books, records, tax returns, results of operations and financial condition of BRKO. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and BRKO and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF BRKO TO CLOSE

The obligations of BRKO to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

Section 8.01. Representations and Covenants. (a) The representations and warranties of OWNER contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) The OWNER shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. The OWNER shall have delivered to BRKO a certificate, dated the Closing Date, and signed by OWNER to the foregoing effect.

Section 8.02. Governmental Permits and Approvals.

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Target to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and BRKO shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 8.03. Third Party Consents. All consents, permits and approvals from parties to contracts with Target that may be required in connection with the performance by OWNER hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

Section 8.04. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Target, OWNER, or on the Target Shares.

Section 8.05 Due Diligence Review. BRKO must have received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations.

Section 8.06 Closing Documents. The OWNER shall have executed and delivered the documents described in Section 2.03 above.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNER TO CLOSE

The obligations of OWNER to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by them, to the extent permitted by law:

Section 9.01. Representations and Covenants. (a) The representations and warranties of BRKO contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) BRKO shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. BRKO shall have delivered to OWNER a certificate dated the Closing Date, and signed by an authorized signatory of BRKO to the foregoing effect.

Section 9.02. Governmental Permits and Approvals. (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by BRKO to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and OWNER shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 9.03. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on BRKO.

Section 9.04. Closing Documents. BRKO shall have executed and delivered the documents described in Section 2.04 above.

ARTICLE X

TERMINATION

Section 10.01. Termination.

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

(i) by mutual written consent of OWNER and BRKO;

(ii) by either OWNER or BRKO in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

(iii) by BRKO (a) if BRKO is not then in material breach of this Agreement and if there shall have been any breach by OWNER (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by OWNER of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30‑day period and OWNER is diligently pursuing such cure, or (b) if BRKO has not received results satisfactory to it, in its sole discretion, from its due diligence review of Target and its operations; or

(iv) by OWNER if they are not then in material breach of this Agreement and if there shall have been any breach by BRKO (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by BRKO of written notice of such breach.

(b) In the event of termination by OWNER or BRKO pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

Section 10.02. Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; and (ii) Section 11.01 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

ARTICLE XI

POST-CLOSING COVENANTS

Section 11.01 OWNER’S Covenants. The OWNER hereby covenants with BRKO and promises as follows:

(a)	To maintain the books, records, accounting and financial statements of Target and all operations related to its current business, in accordance with applicable accounting principles and practices.

(b)	To maintain all of the legal requirements that permit Target to operate its current business under the federal and state laws and regulations of the United States and comply with all other federal and state laws and regulations of the United States.

(c)	Not to incur any debt by Target in any event whatsoever, except with the prior written consent of the Board of Directors of BRKO.

MISCELLANEOUS

Section 11.01. Public Notices. The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

Section 11.02. Time. Time shall be of the essence hereof.

Section 11.03. Severability. If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 11.04. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

Section 11.05. Further Assurances. The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

Section 11.06. Waiver. Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

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Section 11.07. Counterparts. This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

BRKO

BROKE OUT INC.,

a Nevada corporation

By: /s/Chan Set Kuan

Name: Chan Set Kuan

Title: CEO

OWNER

Digitrade Developments Ltd.

a Belize corporation

By: /s/ Chan Set Kuan

Name: Chan Set Kuan

Title: CEO

EXHIBIT A

Non-U.S. Person Certificate

January 27, 2016

Broke Out Inc.

Firlstr. 3436

Berlin, Germany

Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Share Exchange Agreement (the “Share Agreement”) dated January 27, 2016 between Broke Out Inc., a Nevada corporation (the “Company”), and Digitrade Developments Ltd., a Belize corporation (the “Owner”), whereby OWNER is acquiring shares of the Company’s common stock (the “Shares”).

1.	the undersigned hereby represents, warrants and certifies that:

(a)	It is not a “U.S. Person” (as such term is defined by Rule 902 of Regulation S under the U.S. Securities Act) and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. person.

Rule 902 under the U.S. Securities Act, defines a “U.S. Person” as:

(A)	Any Natural person resident in the United States;

(B)	Any partnership or corporation organized or incorporated under the laws of the United States;

(C)	Any estate of which any executor or administrator is a U.S. Person;

(D)	Any trust of which any trustee is a U.S. Person;

(E)	Any agency or branch of a foreign entity located in the United States;

(F)	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;

(G)	Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(H)	Any partnership or corporation if:

(1)	Organized or incorporated under the laws of any foreign jurisdiction; and

(2)	Formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural person, estates or trusts.

The following are not “U.S. Persons:

(A)	Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a Non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(B)	Any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person if:

(1)	An executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and

(2)	The estate is governed by foreign law;

(C)	Any trust of which any professional fiduciary acting as trustee is a U.S. Person, if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settler if the trust is revocable) is a U.S. Person;

(D)	Any employee benefit established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(E)	Any agency or branch of a U.S. person located outside the United States if:

(1)	The agency or branch operates for valid business reasons; and

(2)	The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(F)

The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

(b)	The offer and scale of the Shares was made in an “offshore transaction” (as defined under Regulation S under the U.S. Securities Act), in that:

(i)	The undersigned was outside the United States at the time the buy order for such Shares was originated; and

(ii)	The offer to sell the Shares was not made to the undersigned in the United States.

(c)	The transaction (i) has not been pre-arranged with a purchaser located inside of the United States or is a U.S. Person, and (ii) is not part of a plan or scheme to evade the registration requirements of the U.S. Securities Act.

2.	The undersigned hereby covenants that:

(a)	During the period prior to one year after the Closing (the “Restricted Period”) it will not engage in hedging transactions with regard to the Shares unless such transactions are made in compliance with the U.S. Securities Act;

(b)	If it decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares directly or indirectly, unless:

(i)	The sale is to the Company;

(ii)

The sale is made outside the United States in a transaction meeting the requirements of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations; provided, however, that during the period prior to the expiration of the Restrictive Period no sale may be made to any U.S. Person or for the account or benefit of the U.S. person (other than a distributor) and all purchasers of such Shares will be required to execute and deliver to the Company a certificate substantially in the form hereof;

(iii)

The sale is made in the United States pursuant to the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws and the purchaser has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such transaction does not require registration pursuant to Rule 144 under the U.S. Securities Act;

(iv)

The Shares are sold in the United States in a transaction that does not require registration under U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to the Company an opinion of counsel reasonably satisfactory to the Company to the effect that such transaction does not require registration; or

(v)	The sale is made in the United States pursuant to an effective registration statement filed under the U.S. Securities Act.

3.	The undersigned acknowledges and agrees that:

(a)

The Shares are and will be “restricted securities” as that term is defined in Rule 144 under the U.S. Securities Act, and the certificates representing the Shares, as well as all certificates issued in exchange for or in substitution of the foregoing, until such time as is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws, will be subject to the terms of and bear, on the face of such certificate, a legend in substantially the following for:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.

DURING THE RESTRICTED PERIOD, WHICH DOES NOT END UNTIL ONE (1) FROM THE DATE THAT THE ISSUER OF THESE SECURITIES IS DEEMED NOT TO BE A “SHELL” COMPANY, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S. PERSON (AS DEFINIED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE ACOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE MADE IN COMPLIANCE WITH THE U.S. SECURITES ACT. THIS PARAGRAPH SHALL HAVE NO FURTHER EFFECT SUBSEQUENT TO THE EXPIRATION OF THE RESTRICTED PERIOD AND THEREAFTER MAY BE REMOVED.

(b)	The Company will refuse to register any sale of Shares made in breach of the provisions hereof.

(c)

The addressees of this certificate and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements, and irrevocably authorizes the addressees of this certificate to produce the same or a copy thereof to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein. The undersigned further agrees that if any of acknowledgements, representations, warranties or agreements made herein is no longer accurate, it shall promptly notify the Company.

27 January 2016

Digitrade Developments Inc.

a Belize corporation

By: /s/ Chan Set Kuan

Name: Chan Set Kuan

Title: CEO

Exhibit 10.2

ASSET PURCHASE AGREEMENT

BY AND BETWEEN:

MEGAPPS VENTURES INC., a Nevada corporation having an office in 1255 W. Rio Salado Parkway, Suite 215, Tempe, AZ 85281 (hereinafter referred to as the “Corporation”);

GEORGI TANMAZOV, an individual residing in Germany (hereinafter referred to as the “Owner”);

- And -

Incorporate Apps, Einzelunternehmen located at Berlin Germany (hereinafter referred to as “Incorporate Apps”)

ASSET PURCHASE AGREEMENT

Dated as of October 16, 2015

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 16th day of October 2015, by and between MEGAPPS VENTURES INC., a Nevada corporation (the “Corporation”), GEORGI TANMAZOV, an individual residing in Germany (“Owner”) and INCORPORATE APPS EINZELUNTERNEHMEN, having offices in Berlin, Germany (“Incorporate Apps”).

WHEREAS, Incorporate Apps is engaged in the business of developing Android and Apple mobile applications (the “Business”);

WHEREAS, Owner owns all of the issued and outstanding equity interests of Incorporate Apps;

WHEREAS, the Corporation desires to purchase and acquire certain of Incorporate Apps’ assets, properties and contractual rights used in connection with the Business, and Incorporate Apps desires to sell such assets, properties and contractual rights to the Corporation;

NOW THEREFORE in consideration of the mutual covenants, representations and warranties, which are to be made and performed by the respective Parties, it is hereby agreed as follows:

ARTICLE I INTERPRETATION

Section 1.01. Definitions. The following terms when used in this Agreement shall have the meanings hereby assigned to them:

“Action” means any claim, action, suit, formal or informal arbitration or mediation, inquiry, proceeding or investigation by or before any Governmental Entity or private authority;

“Business Day” shall mean any day other than a day which is a Saturday, a Sunday or a statutory holiday in Tempe, Arizona;

“Closing” shall mean the closing of the transactions contemplated by this Agreement; “Effective Date” shall mean October 5th, 2015;

“Effective Time” shall mean 12:01 a.m. MST on the Effective Date;

“Encumbrance” shall mean any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, pre-emptive right deferred purchase, title retention, leasing, sale-and- repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets

or rights of whatsoever nature and includes any agreement for any of the same and reference to “Encumbrances” shall be construed accordingly;

“Escrow” shall mean the holding of the Escrow Funds pending completion of the transactions set forth herein;

“Escrow Holder” shall mean Flippa Escrow, with offices located in San Francisco, California;

“Governmental Entity” shall mean any court or tribunal in any jurisdiction or any federal, state, municipal or other governmental body, agency, authority, department, commission, board or instrumentality;

“Liabilities” means all debts, liabilities and obligations, whether legal or equitable, accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, foreseen or unforeseen, ordinary or extraordinary, patent or latent, including those arising under any applicable law, rule or regulation, or Action and those arising under any contract, agreement, arrangement, commitment or undertaking;

“Party” shall mean a Person, which is bound by this Agreement;

“Person” shall mean any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);

“Regulations” shall mean all statutes, laws, codes, treaties, ordinances, decrees, rules, orders and regulations in effect from time to time and made by governments or Governmental Entities having jurisdiction over the Corporation, the Owner, or the Business;

“US” shall mean United States of America.

ARTICLE II ASSET PURCHASE

Section 2.01. Agreement of Asset Purchase. Subject to and upon the terms and conditions of this Agreement, the Corporation agrees to pay to Incorporate Apps for the Assets (defined below) $92,500 US Dollars (the “Purchase Price”) and the Owner agrees to cause the assets, properties and contractual rights used in connection with the Business as described in Schedule A (collectively, the “Assets”) to be assigned to the Corporation (the “Asset Purchase”) as follows:

(a)	Upon execution of this Agreement:

1.	the Corporation shall pay $46,250 US Dollars directly to Incorporate Apps’ bank account;

2.	the Corporation shall place $46,250 US Dollars (“Escrow Funds”) into Escrow with the Escrow Holder pending full and complete performance of all of Owner’s obligations under this Agreement and the Closing; and

the Owner and Incorporate Apps shall cause the Financial Statements (as such term is defined below in Section 5.09(a)), all accounting and other documents of Incorporate Apps including, but not limited to, all financial statements from September 2013 through September 2015, and all supporting invoices, contracts, agreements, bank statements and tax filings, copies of which shall be made available to the Corporation’s auditor.

(b)

Following execution of this Agreement and placement into Escrow of those items described above in subsection (a) of this Section 2.01, the Corporation’s auditor shall review and audit the accounting and other documents placed into Escrow by the Owner. Upon the auditor’s completion of such review and audit and contingent upon the auditor’s satisfaction that such records are complete and satisfactory, then the transactions contemplated hereby shall be completed and the parties shall proceed to closing (the “Closing”)

(c)	Upon Closing, the Escrow Holder shall release the Escrow Funds to Incorporate Apps and release all of the records provided by Owner and/or Incorporate Apps to the Corporation.

(d)

In the event that either party does not fulfill its obligations set forth herein or if the Corporation terminates this Agreement, then the Escrow Funds will be released from Escrow and returned to the Corporation and any other portion of the Purchase Price paid to Incorporate Apps or the Owner will be retuned immediately to the Corporation.

Section 2.02. Closing Location. The Closing of the Asset Purchase and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”), at the offices of the Escrow Agent.

Section 2.03. Incorporate Apps’ and Owner’s Closing Documents. At the Closing, Incorporate Apps and Owner shall tender, or cause to be tendered, to Corporation:

(a)	A Bill of Sale for the Assets and an Assignment of the Assets to the Corporation and such other separate instruments as Corporation reasonably requests;

(b)	Accounting and other documents of Incorporate Apps including, but not limited to, all financial statements from September 2013 through September 2015, and all supporting invoices, contracts, agreements, bank statements and tax filings, all in a form acceptable to the Corporation’s auditor; and

(c)	A resolution from Incorporate Apps and Owner certifying that the conditions in Section 8.01(b) have been satisfied.

Section 2.04. Corporation’s Closing Documents. At the Closing, the Corporation will tender, or cause to be tendered, to Owner:

(a)	the Escrow Funds; and

(b)	A certificate executed by a duly appointed officer of the Corporation certifying that the conditions in Section 9.01(b) have been satisfied.

Section 2.05. Non-Assumption of Liabilities. Corporation shall not, by the execution and performance of this Agreement or otherwise (including under theories of successor liability), assume, become responsible for or incur any Liability of any nature of Incorporate Apps or Owner or any other Person. Incorporate Apps and Owner agree that they shall pay and discharge all such Liabilities as and when they become due and payable.

Section 2.06. Post-Closing Matters. Corporation and Owner agree that following the Closing:

(a)

Corporation shall cause Owner to be appointed to the Board of Directors of the Corporation, and such appointment and board position shall be subject to the Corporation’s governing documents as such may be amended from time to time, and applicable law. As a director, Owner shall, among other things, provide advice to the Corporation, from time to time, regarding the Corporations operations and potential acquisitions.

(b)

Corporation shall employ Owner and Owner shall continue maintaining the Assets during the period of his employment. The compensation during the period of employment will consist of (i) a fixed salary of $600 per month, and (ii) 20% of all profits generated from the Assets during the period of Owner’s employment with the Corporation (which may be paid to Owner or a beneficiary of his choosing). Owner’s employment can be terminated by Corporation or Owner, for any or no reason, upon sixty

(60) days advance notice. Upon termination, Corporation shall have no further obligation to pay any compensation to Owner. Profits will be Totalrevenue minus Totalexpenses.

(c)

In the event that within 120 days after the Closing Date the Corporation (i) sells all, or substantially all of the Assets to an entity controlled by the Corporation or its owners, or (ii) conducts a reverse takeover with another entity, then the Owner shall receive an ownership interest of 0.5% of the issued and outstanding shares of such entity obtaining the Assets, calculated at the time the Assets are deemed to be acquired by such entity.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement and at the Closing Date.

Section 3.04. Each Party acknowledges that the restrictions contained in Section 12.07 (Public Notices) shall continue to apply after the Closing or Termination under this Agreement without limit in time.

Section 3.05. All representations, warranties, covenants and agreements contained in this Agreement on the part of each of the Parties shall survive the Effective Date and the Assignment. If no claim shall have been made under this Agreement against a Party with respect to any incorrectness in or breach of any representation or warranty made by that Party in this Agreement within six months following the Effective Date, that Party shall have no further liability with respect to the representation or warranty.

Section 3.06. The representations and warranties contained in clauses 3.01 and 3.02 herein of this Agreement shall be deemed to apply to all and shall not merge or diminish as a result of the Asset Purchase as contemplated hereunder.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

Section 4.01. Organization, Standing and Authority; Foreign Qualification. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 4.02. Corporate Authorization. The execution, delivery and performance by the Corporation of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Corporation, and this Agreement constitutes a valid and binding agreement of the Corporation.

Section 4.03. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a)	Violate any provision of the Articles of Incorporation, By-laws or other charter or organizational document of the Corporation;

(b)

Violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon the Corporation or upon the assets or business of the Corporation; or

(c)	Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to the Corporation or to the properties or business of the Corporation.

Section 4.04. Brokerage. No broker or finder has acted, directly or indirectly, for the Corporation nor did the Corporation incur any finder’s fee or other commission, in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE OWNER AND INCORPORATE APPS

The Owner and Incorporate Apps represent and warrant to the Corporation as follows:

Section 5.01. Organization, Standing and Authority; Foreign Qualification. Incorporate Apps is a company duly organized, validly existing and in good standing under the laws of Germany and has all requisite corporate power and authority to own, transfer and assign the Assets and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign company in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification. The Owner owns all of the issued and outstanding equity interests of Incorporate Apps and no Person other than the Owner has any right to vote such equity interests.

Section 5.02. Authorization. The execution, delivery and performance by the Owner and Incorporate Apps of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Owner and Incorporate Apps and all necessary action on the part of the Owner and Incorporate Apps. The Owner and Incorporate Apps have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of the Owner and Incorporate Apps.

Section 5.03. Title to the Assets. Upon completion of the Assignment, the Corporation shall be the beneficial and record holder of the Assets, without any Encumbrances thereon.

Section 5.04. Tax Advice. Owner is responsible for obtaining such legal, including tax, advice as it considers necessary or appropriate in connection with the execution, delivery and performance by it of this Agreement and the transactions contemplated herein.

Section 5.05 No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a)	Violate any provision of the Articles or Certificate of Incorporation, By-laws or other charter or organizational document of Incorporate Apps or the terms and conditions of any agreements pertaining to any of the Assets;

(b)

Violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Owner or Incorporate Apps is a party or by or to which either of its assets or properties, including the Assets, may be bound or subject;

(c)

(d)	Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Owner, Incorporate Apps or to any of the Assets; or

(e)	Result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Incorporate Apps or any of the Assets.

Section 5.06. Compliance with Laws. To the best of Owner’s and Incorporate Apps’ knowledge, Incorporate Apps is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Incorporate Apps or any of the Assets and Incorporate Apps has not received written notice that any violation is being alleged.

Section 5.07. Material Information. This Agreement, the Schedules attached hereto and all other information provided, in writing, by Owner or Incorporate Apps or representatives thereof, to the Corporation, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to the Corporation in writing which, individually or in the aggregate, could have a material adverse effect on Owner or Incorporate Apps or a material adverse effect on the ability of Owner to perform any of its obligations pursuant to this Agreement or on the ability of Incorporate Apps or the Corporation to operate any of the Assets.

Section 5.08. Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Incorporate Apps. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of Incorporate Apps, threatened against or involving Incorporate Apps, its assets or any of the Assets.

Section 5.09. Financial Statements. (a) Owner has, or will have prior to the Closing Date, provided to the Corporation financial statements pertaining to the Assets and the Business for the last three (3) fiscal years ended immediately prior to the date of this Agreement that are an accurate portrayal of the operations of the Assets and the Business (the “Financial Statements”).

(b) The Financial Statements shall be true, correct and complete in all material respects and fairly present the financial condition of the Assets and the Business.

Section 5.10. Status of Assets and the Business. The Assets and the Business are, and at the time of the Asset Purchase and the Closing shall be, in good standing and free from any Encumbrances whatsoever.

Section 5.11. Brokerage. No broker or finder has acted, directly or indirectly, for Owner or Incorporate Apps nor has Owner or Incorporate Apps incurred any obligation to pay any brokerage, finder’s fee or other commission in connection with the transactions contemplated by this Agreement.

ARTICLE VI

COVENANTS AND AGREEMENTS OF OWNER

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, Owner shall cause Incorporate Apps to conduct its business substantially in the manner in which it is currently conducted.

Section 6.02. Preservation of Permits and Services. From the date of this Agreement to the Closing Date, Owner shall cause Incorporate Apps to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement to the Closing Date: (a) Owner shall cause Incorporate Apps to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of

the Closing Date; and (b) Owner shall promptly notify Corporation of any event, condition or circumstance that would constitute a violation or breach of this Agreement by Owner or Incorporate Apps.

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, Corporation shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Incorporate Apps, and such examination of the books, records, tax returns, results of operations and financial condition of Incorporate Apps. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and Owner and his employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VII

COVENANTS AND AGREEMENTS OF CORPORATION

Section 7.01. Conduct of Corporation Pending the Closing. From the date hereof through the Closing Date:

(a)

Corporation shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

(b)	Corporation shall promptly notify Owner of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by the Corporation.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF CORPORATION TO CLOSE

The obligations of the Corporation to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

Section 8.01. Representations and Covenants. (a) The representations and warranties of Owner and Incorporate Apps contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) The Owner shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by him or Incorporate Apps on or before the Closing Date. The Owner shall have delivered to the Corporation a certificate, dated the Closing Date, and signed by the Owner to the foregoing effect.

Section 8.02. Governmental Permits and Approvals.

(a)

All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Incorporate Apps to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Corporation shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b)	There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 8.03. Third Party Consents. All consents, permits and approvals from parties to contracts with Incorporate Apps that may be required in connection with the performance by Incorporate Apps hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

Section 8.05. Due Diligence Review. The Corporation must have received results satisfactory to it, in its sole discretion, from its due diligence review of Owner, Incorporate Apps, the Business, and the Assets.

Section 8.06. Closing Documents. The Owner shall have executed and delivered the documents described in Section 2.03 above.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE OWNER TO CLOSE

The obligations of Owner to be performed by him at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the

following conditions, any one or more of which may be waived by him, to the extent permitted by law:

Section 9.01. Representations and Covenants. (a) The representations and warranties of the Corporation contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) The Corporation shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. The Corporation shall have delivered to Owner a certificate dated the Closing Date, and signed by an authorized signatory of the Corporation to the foregoing effect.

Section 9.02. Governmental Permits and Approvals. (a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by the Corporation to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and Owner shall have been furnished with appropriate evidence, reasonably satisfactory to him, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b)	There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 9.04. Closing Documents. The Corporation shall have executed and delivered the documents described in Section 2.04 above.

Section 10.01. Termination.

ARTICLE X TERMINATION

(a)	Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Asset Purchase and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

(i)	by mutual written consent of Owner and the Corporation;

(ii)

by either Owner or the Corporation in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Asset Purchase or any of the other transactions contemplated hereby shall have become final and non-appealable; provided, that, the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

(iii)

by the Corporation (a) if the Corporation is not then in material breach of this Agreement and if there shall have been any breach by Owner (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by Owner of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30-day period and Owner is diligently pursuing such cure, or (b) if the Corporation has not received results satisfactory to it, in its sole discretion, from its due diligence review of Owner, Incorporate Apps, the Business, or the Assets;

(v) by Owner if he is not then in material breach of this Agreement and if there shall have been any breach by the Corporation (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by the Corporation of written notice of such breach; or

(b)	In the event of termination by Owner or the Corporation pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

Section 10.02. Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02; and (ii) Section 12.07 relating to publicity. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

ARTICLE XI NOTICE

Section 11.01. Service of Notice

All notices, requests, consents and other communications required or permitted hereunder shall be deemed to be served properly if served (i) when delivered if delivered personally (including by courier); (ii) on the third day after mailing, if mailed postage prepaid, by

registered or certified mail (return receipt requested); (iii) on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time, place and recipient of delivery; or (iv) upon receipt of a confirmed transmission, if sent by telecopy or facsimile transmission, in each case to the parties at the following addresses.

Section 11.02. Addresses for Notices

The address for service of notices hereunder of each of the Parties shall be as follows:

Corporation: Megapps Ventures Inc.

1255 W. Rio Salado Pkwy, Suite 215 Tempe, AZ 85281

Owner:

Georgi Tanmazov Firlstr. 34/36 12459 Berlin Germany

Incorporate Apps: Firlstr. 34/36

12459 Berlin Germany

Section 11.03. Right to Change Address

A Party may change its address for service by notice to the other Parties, and such changed address for service thereafter shall be effective for all purposes of this Agreement.

ARTICLE XII MISCELLANEOUS PROVISIONS

Section 12.01. Assignment. The rights of the Parties shall not be assignable without the prior written consent of the other Party, which assignment shall not be unreasonably withheld.

Section 12.02. Expenses. Each Party to this Agreement will pay its own expenses in connection with the negotiation of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated herein.

Section 12.03. Governing Law. This Agreement shall be subject to and be interpreted, construed and enforced in accordance with the laws in effect in the State of Arizona applicable therein to the exclusion of any conflicts of laws rules, which would refer the matter to the laws of another jurisdiction. Each Party accepts the exclusive jurisdiction of the courts of the State of Arizona and all courts of appeal there from.

Section 12.04. Time. Time shall be of the essence in this Agreement.

Section 12.05. No Amendment Except in Writing. This Agreement may be amended only by written instrument executed by all of the Parties hereto.

Section 12.06. Further Assurances. The Parties shall with reasonable diligence do all things and provide all reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and to carry out its provisions, whether before or after the Effective Date.

Section 12.07. Notices. The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

Section 12.08. Standstill Agreement. Unless and until this Agreement is terminated pursuant to Article 10 without the Closing having taken place, Owner and Incorporate Apps shall not, directly or indirectly, solicit offers for the Assets, for the capital stock of Incorporate Apps or for a merger or consolidation involving Incorporate Apps, or respond to inquiries from, share information with, negotiate with or in any way facilitate inquiries or offers from, third parties who express or who have expressed an interest in acquiring Incorporate Apps or the Business by merger, consolidation or other combination or by acquiring any of the capital stock or material Assets of Incorporate Apps. The Owner shall not vote his stock in favor of any such transaction. Incorporate Apps and the Owner shall notify the Corporation immediately if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing.

IN WITNESS WHEREOF the Parties have executed this Asset Purchase Agreement on the date first above written.

MEGAPPS VENTURES INC., OWNER

a Nevada corporation

By:

Name: Chan Set Kuan Georgi Tanmazov Title: President

INCORPORATE APPS

a German company

By:

Name: Georgi Tanmazov

Title: Einzelunternehmer

Schedule “A”

IDENTIFICATION THE ASSETS

Corporate websites, twitter, facebook and youtube accounts. List of applications included in the Assets under the Agreement:

1.	Battery Percentage Icon

-	display the percentage left of the battery on an Android device

2.	Berlin Police Crime Watch

3.	Hamburg Police Crime Watch

-	displaying crimes in Berlin and Hamburg, Germany. Reports provided by the local police office via public RSS Feeds (not official apps)

4 -5 Broken Cracked Screen Prank (free and paid)

-	displays a crack on the phone - prank app

6-7 Call Guard (blocking of Calls on an Android device) - Free and paid

-	an app to block calls on an Android device

8.	Email my Text or Contacts

-	app to export Text messages or Contacts via Email or wifi direct on supported Android devices

9.	Emergency Panic Button

-	app to help in a case of Emergency, serves as panic button and sends gps coordinates and predefined text messages to preset contacts - calls a contact. Android Wear Smartwatch support.

10-11 Fake GPS Location Spoofer - Free and Paid

-	fakes the location on an Android device to a predefined user location, works with 3rd party apps.

12.	Find my Android phone

-	In case of the Android phone being lost, the owner or others can track it via SMS commands sent to the lost phone

13.	Hide Caller ID

-	Automatically hides the caller ID for outgoing calls based on predefined setup 14-15 Hue NFC - free and paid

-	controls Hue Lamps via NFC chips and a supported Android device

16.	Open WiFi Scanner

-	app to automatically search for open and free wifi networks in the background

17.	Private Messenger (SMS Blocker)

-	default text messenger with the ability to block sms, hide sms threads as private and more. Free with IAP

18-19 SMS Blocker (paid and free)

-	SMS blocker for older Android devices, supporting older Android devices, where the user can choose a different default text messaging app.

20-21 Spoty (Location based reminder and profile changer) - free and paid

-	Location based reminder, profile changer based on proximity 22-23 Talking Caller ID free and paid

-	Text to speech app which recognizes the contact name and speaks it out loud for incoming calls and SMS

24. Teleport Transporter app

-	prank april fools app

25-26 The whip sound app from the Big Bang Theory - Free and Paid

-	the app used in an episode from the TV Series The Big Bang Theory - simulates a whip sound on device shake whip motion

27-28 Total Call Control - free and paid

-	an app to control incoming calls and outgoing calls - can initiate a call on shake, answer or hang up a call on shake, volume control button press and more.

29-30 Walk and Text - paid

displays the camera view behind apps, has text messaging functionalities iOS Apple Apps

31. WalkNText

-	the equivalent of the Android app, paid version for iPhone/iPods and iPad Tablets

Exhibit 99.1

Incorporate Apps

INDEX TO FINANCIAL STATEMENTS

September 30, 2015 and December 31, 2014

	Page

Report of Independent Registered Public Accounting Firm	2

Balance Sheets	3

Statements of Operations	4

Statement of Owner’s Equity	5

Statements of Cash Flows	6

Notes to the Financial Statements	7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Incorporate Apps

We have audited the accompanying balance sheets of Incorporate Apps as of September 30, 2015 and December 31, 2014, and the related statement of operations, owners’ equity, and cash flows for the period ended September 30, 2015. Incorporate Apps’ 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 audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Incorporate Apps as of September 30, 2015 and December 31, 2014, and the results of its operations and its cash flows for the period ended September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

February 3, 2016

Incorporate Apps

Balance Sheets

	September 30, 2015		December 31, 2014
	(EURO)		(EURO)
ASSETS
Current Assets
Accounts receivables	€	1,945	€	1,322
TOTAL ASSETS	€	1,945	€	1,322

LIABILITIES AND OWNER'S EQUITY
Current Liabilities
Accounts payable and accrued liabilities	€	-	€	96
Unearned revenue		625		250
TOTAL LIABILITIES		625		346

OWNER'S EQUITY		1,320		976
TOTAL LIABILITIES AND OWNER'S EQUITY	€	1,945	€	1,322

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

Incorporate Apps

Statements of Operations

	Nine Months Ended
	September 30, 2015 (EURO)		September 30, 2014 (EURO) (Unaudited)

REVENUES	€	22,251	€	14,854

OPERATING EXPENSES
Cost of revenue		5,466		3,745
General and administrative		479		540
Professional fees		-		809
Total Operating Expenses		5,945		5,094

INCOME FROM OPERATIONS		16,306		9,760

Provision for income taxes		-		-

NET INCOME	€	16,306	€	9,760

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

Incorporate Apps

Statements of Owner’s Equity

	Owner’s
	Equity
	(EURO)

Balance - December 31, 2013	€	735
Contributions from owner		25,563
Net income		13,685
Owner withdrawals		(39,007	)
Balance - December 31, 2014	€	976
Contributions from owner		27,468
Net income		16,306
Owner withdrawals		(43,430	)
Balance - September 30, 2015	€	1,320

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

Incorporate Apps

Statements of Cash Flows

	Nine Months Ended
				September 30, 2014
	September 30, 2015 (EURO)			(EURO) (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	€	16,306		€	9,760
Changes in operating assets and liabilities:
Accounts receivable		(623	)		(594	)
Accounts payable and accrued liabilities		(96	)		40
Unearned revenue		375			625
Net cash provided by operating activities		15,962			9,831

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Owner Contributions		27,468			12,589
Cash Distributed to owner		(43,430	)		(22,420	)
Net cash used in financing activities		(15,962	)		(9,831	)

Net change in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	€	-		€	-

Supplemental Cash Flow Disclosures
Cash paid for interest	€	-		€	-
Cash paid for income taxes	€	-		€	-

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

Incorporate Apps

Notes to the Financial Statements

September 30, 2015 and December 31, 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Incorporate Apps (the "Company") was founded in Germany on June 1, 2012 as a sole proprietorship developing Android and Apple mobile applications. The Company's fiscal year end is December 31.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States. These financial statements have been presented in Euros.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. The Company had one critical accounting estimate and that was the determination of the method of deferral of revenue for monthly software license subscriptions entered into in December of each accounting year.

Accounts Receivable

The Company's accounts receivable consists of trade receivables from customers. The Company evaluates the collectability of its accounts receivable on an on-going basis and write off the amount when it is considered to be uncollectible.

Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Revenue Recognition

The Company generates revenue from the downloads of mobile applications, advertising, and through licensing agreements. All revenues are recognized in accordance with ASC 605,"Revenue Recognition.”

Mobile Applications

The Company completes sales of mobile applications through direct download through the various application providers. Revenues are recorded when all of the following criteria have been met: (1) Persuasive evidence for an agreement exists; (2) service has been provided; (3) fee is fixed or determinable; and, (4) collection is reasonably assured.

Advertising Revenues

Advertising revenue is derived from google adwords and is recognized upon delivery to customers as long as evidence of an arrangement or contract exists, price is determinable or fixed, and collectability is reasonably assured.

Licensing Agreements

The Company enters into licensing agreements with third parties to sell certain mobile applications. Revenue related to licensing agreements is recognized over the terms of the applicable subscriptions (which range from one to two years). Any amounts that have not satisfied the related revenue recognition criteria at the reporting period date have been recorded as unearned revenue. The Company records the licensing revenues over the length of the agreement as collection has already occurred and the agreement fee is fixed.

Cost of revenue

Amounts recorded as cost of revenue relate to direct expenses incurred in order to generate online application revenue. Such costs are recorded as incurred. The Company’s cost of revenue consists primarily of hosting and data center costs related to operating our applications. During the nine-months ended September 30, 2015 and 2014, Cost of revenue was $5,466 and $3,745, respectively.

Recent Accounting Pronouncements

In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019 (see below). Early adoption is permitted, but only beginning in 2018. The Company is currently assessing the impact of adoption on its consolidated financial statements..

The Company has chosen to qualify as an Emerging Growth Company (“EGC”) and use the deferral provisions under Securities Act Section 7(a)(2)(B) and therefore does not expect to adopt the guidance from new accounting policies issued with effective dates after April 2012 until such time as the earlier of when they become applicable to private enterprises or the Company no longer qualifies as an EGC.

NOTES 3 – ACCOUNTS RECEIVABLE

The Company’s accounts receivable consist primarily of trade receivable. As at September 30, 2015 and December 31, 2014, the Company had €1,945 and €1,322 accounts receivable, respectively. The Company determined that no allowance was necessary as at September 30, 2015 and December 31, 2014.

NOTES 4 – ACCOUNTS PAYABLE

The Company’s accounts payable consist primarily of valued added tax (“VAT”) on revenue eared, net of amounts of valued added tax paid for expenditures. At September 30, 2015, and December 31, 2014, the Company had €0 VAT payable and €96 VAT payable, respectively.

NOTE 5 – REVENUE AND RECEIVABLE CONCENTRATION

The Company has certain customers whose revenue individually represents 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represent 10% or more of the Company’s total accounts receivable balances. For the nine-month period ending September 30, 2015, the Company had approximately 98% of sales to the same major customer. For the nine-month period ending September 30, 2014 the Company had approximately 90% of their sales to one major customer.

As at September 30, 2015 and December 31, 2014, the Company had €1,945 and €1,322 accounts receivable from one major customer, respectively.

NOTE 6 – INCOME TAX

From January 1, 2012 to September 30, 2015, the Company operated as a sole proprietorship, and therefore was treated as a partnership for income tax purposes where all tax obligations flow through to the owners of the Company during the period in which income taxes were incurred.

NOTE 7 – OWNER CONTRIBUTIONS AND WITHDRAWALS

During the nine-months ended September 30, 2015, the owner of the Company advanced the Company €27,468 for operating expenses and withdrew €43,430.

During the twelve months ended December 31, 2014, the owner of the Company advanced the Company €25,563 for operating expenses and withdrew €39,007.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 9 - SUBSEQUENT EVENTS

On October 16, 2015, the Company entered into an assets purchases agreement with MEGAPPS VENTURES INC to sell all assets, properties and contractual rights for €82,474. The Company’s owner is to be employed by MEGAPPS, appointed to its board of directors, and will be paid €534 monthly plus 20% of profits generated by the assets sold.