UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~September 3130, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 000-54802

FIREMANS CONTRACTORS, INC.

(Exact name of registrant as specified in its charter)

Nevada	1700	27-0811315
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

2313 E Loop 820 N

Fort Worth, Texas 76118

(Address of principal executive offices) (Zip Code)

(800) 475-1479

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

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

x Yes o No

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of ~~May~~November 714, 2013, there were ~~948~~74,~~330~~270,~~733~~719 shares of Common Stock, $0.001 par value.

FIREMANS CONTRACTORS, INC.

TABLE OF CONTENTS

	Index	Page Number
PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements	F-1
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	6
ITEM 4.	Controls and Procedures	6
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	7
ITEM 1A.	Risk Factors	7
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
ITEM 3.	Defaults Upon Senior Securities	7
ITEM 4.	Mine Safety Disclosures	7
ITEM 5.	Other Information	7
ITEM 6.	Exhibits	78
SIGNATURES		8

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

FIREMANS CONTRACTORS, INC.

INDEX TO FINANCIAL STATEMENTS

Financial Statements
Balance Sheets as of March 31, 2013 (Unaudited) and June 30, 2012	F-2
Balance Sheets as of September 30, 2013 (Unaudited) and June 30, 2013	F-2
Statements of Operations for the Three and the Nine Months Ended March 31, 2013 and 2012 (Unaudited)	F-3
Statements of Operations for the Three Months Ended September 30, 2013 and 2012 (Unaudited)	F-3
Statement of Stockholders' Deficit for the Nine Months Ended March 31, 2013 (Unaudited)	F-4 - F-5
Statement of Stockholders' Deficit for the Three Months Ended September 30, 2013 (Unaudited)	F-4
Statements of Cash Flows for the Nine Months Ended March 31, 2013 and 2012 (Unaudited)	F-6
Statements of Cash Flows for the Three Months Ended September 30, 2013 and 2012 (Unaudited)	F-5
Condensed Notes to Financial Statements	F-76 to F-1615

F-1

Firemans Contractors, Inc.
Balance Sheets
	Mar. 31, 2013			Jun. 30, 2012
	Sep. 30, 2013			Jun. 30, 2013
	(Unaudited)
ASSETS
Current assets
Cash	$	204,~~295~~333		$	718,~~008~~112
Accounts receivable		~~159~~148,~~806~~362			66117,~~966~~315
Inventory		300			4,499
Current portion of note receivable		33,079			40,375
Prepaid expenses		-			13,533
Total current assets		185,774			175,802
Current portion of notes receivable		42,818			-
Property and equipment, less accumulated depreciation of		22,129			24,669
Total current assets		223,219			92,006
$21,676 and $19,136, respectively
Property and equipment, less accumulated depreciation of		27,210			62,466
Note receivable		10,712			13,453
$16,596 and $34,276, respectively
Other assets		1,625			1,625
Note receivable		16,146			-
TOTAL ASSETS	$	220,240		$	215,549
Other assets		1,625			3,938
TOTAL ASSETS	$	268,200		$	158,410
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	~~291~~287,~~916~~957		$	~~224~~274,~~931~~806
Accrued expenses		4980,~~026~~935			7666,~~412~~583
Accrued interest (related parties)		915,~~366~~624			1412,~~962~~191
Warranty liability		911,~~365~~609			710,~~034~~096
Other payables		156,~~139~~746			205,~~888~~275
Current portion of long-term debt		-			4,314
Convertible notes payable, net of unamortized beneficial conversion
features of $30,261 and $65,001, respectively		476,939			229,650
features and debt discount of $4,395 and $11,040, respectively		495,783			493,960
Derivative liabilities		6664,~~333~~533			3264,~~727~~533
Loans payable to shareholders		~~403~~487,~~932~~957			~~552~~448,~~466~~289
Total current liabilities		1,~~322~~451,~~016~~144			1,~~163~~375,~~384~~733
Long-term debt, net of current maturities		-			4,871
Total liabilities		1,451,144			1,375,733
Total liabilities		1,322,016			1,168,255
Commitments and contingencies
Stockholders' deficit
250,000 shares Class A Convertible preferred stock
350,000 shares Class A Convertible preferred stock
authorized at $1.00/par value ($10 liquidation preference)
250,000 and 200,000 issued and outstanding, respectively		250,000			200,000
250,000 issued and outstanding		250,000			250,000
5,000,000 shares Class B Convertible preferred stock
40,000,000 shares Class B Convertible preferred stock
authorized at $0.001/par value ($0.10 liquidation preference)
5,000,000 and 0 issued and outstanding, respectively		5,000			-
5,000,000 issued and outstanding		5,000			5,000
950,000,000 shares common stock
600,000,000 shares common stock
authorized at $0.001/par value
884,997,399 and 89,256,480 issued and outstanding, respectively		884,997			89,256
26,925,727 and 18,966,619 issued and outstanding, respectively		26,926			18,967
Additional paid-in capital		87959,~~833~~693			~~335~~959,~~731~~130
Accumulated deficit		(2,~~281~~472,~~646~~523	)		(12,~~634~~393,~~832~~281	)
Total stockholders' deficit		(1,~~053~~230,~~816~~904	)		(1,~~009~~160,~~845~~184	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	~~268~~220,~~200~~240		$	~~158~~215,~~410~~549
The accompanying footnotes are an integral part of these financial statements.

F-2

Firemans Contractors, Inc.
Statements of Operations
		For the Three Months Ended						For the Nine Months Ended
		Three Months Ended September 30,
		Mar. 31, 2013			Mar. 31, 2012			Mar. 31, 2013			Mar. 31, 2012
		2013			2012
		(Unaudited)			(Unaudited)			~~(Unaudited)~~			~~(Unaudited)~~
Revenues		$	~~320~~337,~~474~~137		$	~~102~~185,~~195~~795		$	~~778,160~~		$	~~546,522~~
Franchise fees and royalties			714,~~302~~048			-38,143			~~84,234~~			-
	Total revenues		~~327~~351,~~776~~185			~~102~~223,~~195~~938			~~862,394~~			~~546,522~~
Cost of revenues (exclusive of
depreciation shown separately below)			~~229~~268,~~059~~637			~~107~~143,~~617~~760			~~591,154~~			~~485,749~~
Sales and marketing expenses			1932,~~707~~608			3935,~~147~~807			~~56,882~~			~~138,087~~
General and administrative expenses			~~107~~96,~~538~~838			~~155~~226,~~472~~383			~~447,704~~			~~493,563~~
Loss on sale of equipment			~~3,536~~-			-6,130			~~9,667~~			-
Depreciation and amortization			2,540			43,~~387~~162			~~8,906~~			~~12,814~~
	Total operating expenses		~~362~~400,~~380~~623			~~306~~415,~~623~~242			~~1,114,313~~			~~1,130,213~~
	Operating loss		(3449,~~604~~438	)		(~~204~~191,~~428~~304	)		~~(251,919~~	)		~~(583,691~~	)
Other income/(loss)
Interest income			~~491~~405			-478			~~1,413~~			5
Loss on derivative liabilities			(18,151	)		-			(17,901	)		-
Interest expense (related parties)			(5,954	)		(7,350	)
Interest expense (related parties)			(4,793	)		(5,893	)		(20,128	)		(15,841	)
Interest expense			(24,255	)		(78,422	)
Interest expense			(38,994	)		(32,533	)		(358,279	)		(106,545	)
	Total other loss		(29,804	)		(85,294	)
	Total other loss		(61,447	)		(38,426	)		(394,895	)		(122,381	)
	Loss before taxes		(79,242	)		(276,598	)
	Loss before taxes		(96,051	)		(242,854	)		(646,814	)		(706,072	)
Income tax (expense) benefit			-			-
Income tax (expense) benefit			-			-			-			-
	Net loss	$	(79,242	)	$	(276,598	)
	Net loss	$	(96,051	)	$	(242,854	)	$	(646,814	)	$	(706,072	)
Basic and diluted loss per share		$	(0.00	)	$	(0.12	)
Basic and diluted loss per share		$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Basic and diluted weighted average
Basic and diluted weighted average
number of common shares outstanding			19,419,614			2,281,957
number of common shares outstanding			630,591,428			80,180,000			344,376,165			80,180,000
The accompanying footnotes are an integral part of these financial statements.
The accompanying footnotes are an integral part of these financial statements.

F-3

Firemans Contractors, Inc.
Statements of Stockholders' Deficit
For the Nine Months Ended March 31, 2013
For the Three Months Ended September 30, 2013
	Class A Convertible				Class B Convertible										Additional
	preferred stock				preferred stock				Common stock						paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			capital			deficit			Total
Balance June 30, 2012		200,000	$	200,000		-	$	-		89,256,480		$	89,256		$	335,731		$	(1,634,832	)	$	(1,009,845	)
Balance June 30, 2013		250,000	$	250,000		5,000,000	$	5,000		18,966,619		$	18,967		$	959,130		$	(2,393,281	)	$	(1,160,184	)
Share Exchange Jul. 2012						2,000,000		2,000		(20,000,000	)		(20,000	)		18,000						-
Stock issued for services @ $0.0034/sh. Jul. 2012										3,000,000			3,000			7,200						10,200
Stock issued for note conv. @ $0.0011/sh. Aug. 2012										57,042,569			57,043			4,284						61,327
Stock issued for note conv. @ $0.0018/sh. Aug. 2012										8,147,746			8,148			6,852						15,000
Stock issued for services @ $0.008/sh. Aug. 2012										3,000,000			3,000			21,000						24,000
Stock issued for note conv. @ $0.0012/sh. Sep. 2012										71,319,077			71,319			14,276						85,595
Stock issued for note conv. @ $0.0009/sh. Oct. 2012										27,777,778			27,778			(2,778	)					25,000
Stock issued for note conv. @ $0.00095/sh. Oct. 2012										14,375,411			14,375			(718	)					13,657
Share Exchange Oct. 2012						1,834,500		1,835		(18,345,000	)		(18,345	)		16,510						-
Stock issued for note conv. @ $0.00035/sh. Oct. 2012										16,666,667			16,667			(11,667	)					5,000
Stock issued due to reset provision Oct. 2012										17,947,121			17,947			(17,947	)					-
Stock issued for note conv. @ $0.00035/sh. Nov. 2012										13,333,333			13,333			(8,666	)					4,667
Stock issued for note conv. @ $0.0005/sh. Nov. 2012										20,666,660			20,667			(10,334	)					10,333
Stock issued for note conv. @ $0.00055/sh. Nov. 2012										13,636,363			13,636			(6,136	)					7,500
Stock issued for note conv. @ $0.00048/sh. Dec. 2012										13,958,333			13,958			(7,258	)					6,700
Stock issued for note conv. @ $0.00035/sh. Dec. 2012										14,000,000			14,000			(9,100	)					4,900
Stock issued for note conv. @ $0.00028/sh. Dec. 2012										13,928,571			13,929			(10,029	)					3,900
Stock issued for note conv. @ $0.00024/sh. Jan. 2013										13,750,000			13,750			(10,450	)					3,300
Stock issued for note conv. @ $0.00025/sh. Jan. 2013										15,600,000			15,600			(11,700	)					3,900
Stock issued for note conv. @ $0.00022/sh. Jan. 2013										28,181,818			28,182			(21,982	)					6,200
Stock issued for note conv. @ $0.0002/sh. Jan. 2013										65,893,000			65,893			(52,715	)					13,178


Stock issued for note conv. @ $0.0025/sh. Sep. 2013							946,704		947		1,420						2,367
Stock issued for note conv. @ $0.0012/sh. Sep. 2013							1,362,358		1,362		273						1,635
Stock issued for note conv. @ $0.0008/sh. Sep. 2013							5,650,000		5,650		(1,130	)					4,520
Stock issued due to rounding related to stock split							46		-		-						-
Net loss														(79,242	)		(79,242	)


Balance September 30, 2013 (Unaudited)	250,000	$	250,000	5,000,000	$	5,000	26,925,727	$	26,926	$	959,693		$	(2,472,523	)	$	(1,230,904	)

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

F-4

Statements of Stockholders' Deficit - continued

Firemans Contractors, Inc.
Statements of Cash Flows


	Three Months Ended September 30,
	2013			2012
	(Unaudited)			(Unaudited)
Cash flows from operating activities:

Net loss	$	(79,242	)	$	(276,598	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		2,540			3,162
Loss on sale of equipment		-			6,130
Consulting expenses (stock)		-			34,200
Interest and fee expenses (stock)		3,699			30,315
Beneficial conversion feature amortization		4,170			37,388
Debt discount amortization		2,475			19,709

Change in operating assets and liabilities:
Accounts receivable		(31,047	)		(7,744	)
Inventory		-			624
Prepaid expenses		-			13,533
Note receivable		10,037			(25,982	)
Accounts payable		13,151			40,585
Accrued expenses		14,352			(10,160	)
Warranty liability		1,513			(489	)
Other payables		1,471			(6,132	)
Loans payable to shareholders		39,669			69,000
Payments on loans payable to shareholders		-			(12,559	)
Accrued interest (related parties)		3,433			4,959

Net cash used in operating activities		(13,779	)		(80,059	)


Cash flows from investing activities:

Purchase of property and equipment		-			(1,500	)

Net cash used in investing activities		-			(1,500	)


Cash flows from financing activities:
Proceeds from convertible notes payable		-			78,500

Net cash flows provided by financing activities		-			78,500

Decrease in cash and cash equivalents		(13,779	)		(3,059	)

Cash at beginning of period		18,112			7,008

Cash at end of period	$	4,333		$	3,949


Cash paid for:

Interest	$	2,809		$	2,170
Interest (related parties)	$	2,521		$	2,391

Non-cash activities:

Stock issued for loans and interest	$	8,522		$	161,922
Derivative liability and beneficial conversion features	$	-		$	63,444

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

Stock issued for note conv. @ $0.0001/sh. Jan. 2013							19,150,000		19,150		(17,235	)					1,915
Stock issued for note conv. @ $0.00017/sh. Feb. 2013							27,647,059		27,647		(22,947	)					4,700
Stock issued for note conv. @ $0.0001/sh. Feb. 2013							63,650,000		63,650		(57,285	)					6,365
Stock issued for note conv. @ $0.00008/sh. Feb. 2013							85,647,543		85,647		(78,795	)					6,852
Stock issued for note conv. @ $0.00015/sh. Feb. 2013							47,800,000		47,800		(40,630	)					7,170
Stock issued for note conv. @ $0.00004/sh. Mar. 2013							75,766,870		75,767		(72,736	)					3,031
Stock issued for note conv. @ $0.00005/sh. Mar. 2013							32,200,000		32,200		(30,590	)					1,610
Stock issued for note conv. @ $0.00006/sh. Mar. 2013							50,000,000		50,000		(47,000	)					3,000
Stock issued for s/h note conv. @ $0.001/sh. Mar. 2013	50,000		50,000	1,165,500		1,165					(49,949	)					1,216
Beneficial conversion features											262,627						262,627
Net loss														(646,814	)		(646,814	)
Balance March 31, 2013 (Unaudited)	250,000	$	250,000	5,000,000	$	5,000	884,997,399	$	884,997	$	87,833		$	(2,281,646	)	$	(1,053,816	)
The accompanying footnotes are an integral part of these financial statements.

F-5

Firemans Contractors, Inc.
Statements of Cash Flows
	For the Nine Months Ended
	Mar. 31, 2013			Mar. 31, 2012
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(646,814	)	$	(706,072	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization		8,906			12,814
Loss on sale of equipment		9,667			-
Loss on derivative liabilities		17,901			-
Consulting expenses (share based payments)		34,200			-
Interest expense (share based payments)		46,250			-
Beneficial conversion feature amortization		233,361			48,709
Debt discount amortization		79,713			-
Change in operating assets and liabilities:
Accounts receivable		(92,840	)		127,280
Advances		-			10,178
Inventory		2,199			(615	)
Prepaid expenses		13,533			(5,573	)
Notes receivable		(53,964	)		-
Other assets		2,313			(3,250	)
Accounts payable		66,985			124,291
Accrued expenses		(27,386	)		10,219
Warranty liability		2,331			216
Other payables		249			3,696
Loans payable to shareholders		183,079			169,344
Payments on loans payable to shareholders		(14,300	)		(5,360	)
Accrued interest (related parties)		(5,596	)		8,507
Net cash used in operating activities		(140,213	)		(205,616	)
Cash flows from investing activities:
Purchase of property and equipment		(1,500	)		(13,082	)
Net cash used in investing activities		(1,500	)		(13,082	)
Cash flows from financing activities:
Payments on long-term debt		-			(3,046	)
Proceeds from convertible notes payable		155,000			120,000
Net cash flows provided by financing activities		155,000			116,954
Increase / (decrease) in cash		13,287			(101,744	)
Cash at beginning of period		7,008			111,741
Cash at end of period	$	20,295		$	9,997
Cash paid for:
Interest	$	12,086		$	36,824
Interest (related parties)	$	8,283		$	7,334
Non-cash activities:
Stock issued for loans and interest	$	304,800		$	-
Stock issued for shareholder loans and interest	$	1,216		$	25,000
Derivative liability and beneficial conversion features	$	278,333		$	51,427
Reclassification of loans payable to shareholders to
convertible notes payable	$	316,117		$	-
The accompanying footnotes are an integral part of these financial statements.

F-6

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September ~~31, 2013 and June~~ 30, ~~2012~~2013

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Firemans Contractors, Inc. (“The Company”) was incorporated under the laws of the State of Nevada on August 21, 2009. Firemans Contractors is a full service painting company, focusing on residential, commercial and industrial parking lot striping, and parking lot maintenance services. ~~We have begun franchising our concept, and as of the date of these statements, two of our franchises were in operation in Dallas-Fort Worth area.~~

On August 19, 2013, the Company filed a Certificate of Change regarding a 1 for 50 shares reverse stock split. The split was effective September 3, 2013. The accompanying financial statements reflect retroactive application of the split.

NOTE 2. BASIS OF PRESENTATION

The Financial Statements are unaudited. As permitted under the Securities and Exchange Commission (“SEC”) requirements for interim reporting, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. We believe that these financial statements include all necessary and recurring adjustments for the fair presentation of the interim period results. These financial statements should be read in conjunction with the Financial Statements and related notes included in our annual report on Form 10-K for the fiscal year ended June 30, ~~2012~~2013. The results of operations for the ~~nine~~three months ended ~~March~~September 3130, 2013 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, ~~2013~~2014.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Subsequent actual results may differ from those estimates.

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Carrying amounts of certain of our financial instruments, including accounts receivable, accounts payable and other payables approximate fair value due to their short maturities. Carrying values of notes receivable, convertible notes payable, derivative liabilities and long-term debt approximate fair values as they approximate market rates of interest. None of our financial instruments are held for trading purposes.

Fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. These two types of inputs are further prioritized into the following fair value input hierarchy:

•

Level 1 — quoted prices for identical assets or liabilities in active markets.

F-6

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

September 30, 2013

NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS - continued

•

Level 2 — quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates) and inputs derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3 — unobservable inputs for the asset or liability.

The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.

Derivative liabilities, described in Note 6, are classified as Level 2.

NOTE 4. NOTES RECEIVABLE

Effective July 1, 2012, the Company sold its first franchise. Of the total $35,000 franchise fee, $28,000 was financed under a note, with a term of 38 months, and annual interest rate of 7%. As of September 30 and June 30, 2013, balances under the Note were $17,546 and $19,711, respectively. Principal received for the three months ended September 30, 2013 and 2012 was $2,164 and $2,018, respectively. Interest income for the same periods was $332 and $478, respectively.

Effective December 15, 2012, the Company sold its second franchise. Of the total $35,000 franchise fee, $34,000 was financed. Under the agreement, franchisee will pay for the first nine months 10% of gross revenue toward the balance, which will not accrue any interest. If any balance will remain at the end of that term, it will be placed into an interest bearing note. As of September 30 and June 30, 2013, balances under the Note were $22,399 and $29,880, respectively.

On January 1, 2013, the Company sold equipment to the second franchisee and financed the total amount of $5,000 under a note, with a term of 36 months, and annual interest rate of 7%. As of September 30 and June 30, 2013, balances under the Note were $3,846 and $4,237, respectively. Principal received for the three months ended September 30, 2013 was $391. Interest income for the same period was $72.

NOTE 5. WARRANTIES

The Company warrants the work for one year after completion of a project. Reserve for warranty work is established in the amount of 1% of sales for the previous twelve months. As of September 30 and June 30, 2013, the balances of warranty liability were $11,609 and $10,096, respectively. Warranty expenses for the three months ended September 30, 2013 and 2012, were $1,513 and a negative $34, respectively, which are included in the Cost of revenues on the Statements of Operations.

NOTE 6. CONVERTIBLE NOTES PAYABLE

In January of 2011, the Company signed a Convertible Note agreement. Under the agreement, the Company can borrow up to $500,000, on an as needed basis. Interest on outstanding balance is due monthly, at a rate of 36% per year. The Holder of the Note has a right to convert part, or the entire outstanding balance into shares of Company’s common stock at 30% discount to market price. Unpaid principal and interest outstanding under the Note, is due on January 1, 2014 (extended term), unless the agreement is further extended, with consent of both parties.

F-7

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September ~~31, 2013 and June~~ 30, ~~2012~~2013

NOTE 36. ~~FAIR~~ CONVERTIBLE ~~VALUE~~NOTES OFPAYABLE ~~FINANCIAL INSTRUMENTS~~ - continued

~~The~~On ~~fair~~January ~~value~~18, ~~input~~2011, ~~hierarchy~~the ~~level~~Company toreceived ~~which~~$60,000 anas ~~asset or liability measurement in its entirety falls is determined based on~~ the ~~lowest~~first ~~level~~advance ~~input~~under ~~that is significant to~~ the ~~measurement in its entirety~~Note.

~~Derivative~~ On ~~liabilities~~April 12, ~~described~~2011, inthe ~~Note~~Company 9received $60,000 ~~are~~as ~~classified~~the assecond ~~Level~~advance 2under the Note.

~~NOTE~~ On 4November 1, 2011, the Company received $100,000 as the third advance under the Note. ~~FRANCHISE~~ The ~~FEE~~Company ~~RECOGNITION~~recorded ~~POLICY~~$42,857 related to the deemed beneficial conversion feature of this advance, of which $14,243 has been amortized to interest expense in the accompanying statements of operations for each of the three months ended September 30, 2012.

On March 27, 2012, the Company received $20,000 as the fourth advance under the Note. The Company ~~recognizes~~recorded ~~franchise~~$3,148 ~~fee~~related ~~revenue~~to ~~from~~the andeemed ~~individual~~beneficial ~~franchise~~conversion ~~sale~~feature ~~when~~of ~~all~~this advance, of which $1,049 has been amortized to interest expense in the ~~following~~accompanying ~~conditions~~statements ~~have~~of ~~been~~operations ~~met:~~for the three months ended September 30, 2012.

~~(i)~~On May 4, 2012, the Company received $20,000 as the fifth advance under the Note. The Company ~~has~~recorded no$1,584 ~~remaining~~related ~~obligation~~to orthe ~~intent~~deemed beneficial conversion feature of this advance, of which $594 has been amortized to ~~refund~~interest ~~any~~expense ~~cash~~in ~~received~~the oraccompanying ~~forgive~~statements ~~any~~of ~~unpaid~~operations ~~notes~~for orthe ~~receivables;~~three months ended September 30, 2012.

~~(ii)~~On ~~Substantially~~August ~~all~~22, of2012, the ~~initial~~Company ~~services~~received ~~required~~$46,000 byas the ~~franchise~~sixth ~~agreement~~advance ~~have~~under the Note. The Company recorded $36,853 related to the deemed beneficial conversion feature of this advance, of which $12,213 has been ~~performed~~amortized byto ~~us;~~interest expense in the accompanying statements of operations for the three months ended September 30, 2012.

~~(iii)~~During NoApril ~~other~~and ~~material~~May ~~conditions~~of or2012, ~~obligations~~$60,000 ~~related~~outstanding tounder the ~~determination~~Note was converted into 181,529 shares of ~~substantial~~common ~~performance~~stock ~~exist~~of the Company, representing $30,348 of principal and $29,652 of interest.

~~NOTE~~During 5August and September of 2012, $161,922 outstanding under the Note was converted into 2,730,188 shares of common stock of the Company, representing $131,607 of principal and $30,315 of interest. ~~INVENTORY~~

AtDuring ~~each~~October ~~period~~and ~~end~~November of 2012, ~~respectively~~$58,657 outstanding under the ~~Company~~Note ~~had~~was converted into 2,215,339 shares of common stock of the ~~following~~Company, ~~inventory:~~representing $55,016 of principal and $3,641 of interest.

	Mar. 31, 2013		Jun. 30, 2012
Paint and materials	$	300	$	4,499
Total inventory	$	300	$	4,499

During February and March of 2013, the Company issued 4,828,290 shares of common stock for the total amount of $18,662, representing $6,367 of principal and $6,340 of interest outstanding under the note; and $5,955 of fees related to conversions.

~~The~~During ~~inventory~~September ~~consists~~of ~~primarily~~2013, the Company issued 2,309,062 shares of ~~paint~~common ~~and~~stock ~~pre-fabricated~~for ~~items~~the ~~used~~total inamount ~~parking~~of ~~lot~~$4,002, ~~maintenance~~representing $1,782 of principal and is$1,970 ~~valued~~of atinterest aoutstanding ~~lower~~under the note; and $250 of ~~cost~~fees orrelated ~~market~~to ~~value~~conversions.

~~NOTE~~As 6of September 30 and June 30, 2013, combined principal balances outstanding under the Note were $80,879 and $82,662, respectively. ~~PREPAID~~Balances ~~EXPENSES~~of interest accrued under the Note as of September 30 and June 30, 2013, were $14,245 and $8,280, respectively.

As of March 31, 2013, the balance of prepaid expenses was $0. As of June 30, 2012, the balance of prepaid expenses was $13,533, representing $8,770 of consulting and $4,763 of contract labor, materials and equipment rentals.

NOTE 7. NOTES RECEIVABLE

Effective July 1, 2012, the Company sold its first franchise. Of the total $35,000 franchise fee, $28,000 was financed under a note, with a term of 38 months, and annual interest rate of 7%. As of March 31, 2013, balance under the Note was $21,838. Principal received for the nine months ended March 31, 2013 was $6,162. Interest income for the same period was $1,328.

F-8

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 76. CONVERTIBLE NOTES ~~RECEIVABLE~~PAYABLE - continued

~~Effective~~On ~~December~~April 158, 2012, the Company ~~sold~~issued ~~its~~a ~~second~~convertible ~~franchise. Of~~promissory note in the ~~total~~amount of $3525,000, ~~franchise~~bearing ~~fee,~~interest ~~$34,000~~at ~~was~~a ~~financed~~rate of 20% per annum. ~~Under~~The ~~the~~note ~~agreement~~is unsecured and matured on December 1, ~~franchisee~~2012. ~~will~~The ~~pay~~entire ~~for~~principal and accrued interest on the ~~first~~note ~~nine~~are ~~months~~convertible 10into common stock of the Company at a variable conversion price, with 30% discount to the market price, at the point of ~~gross~~conversion. ~~revenue~~The ~~toward~~Company recorded $24,770 related to the ~~balance~~deemed beneficial conversion feature of this note, of which ~~will~~$9,289 ~~not~~have ~~accrue~~been ~~any~~amortized to interest. Ifexpense ~~any~~in ~~balance~~the ~~will~~accompanying ~~remain~~statements atof operations for the ~~end~~three months ended September 30, 2012. During January and February of ~~that~~2013, ~~term~~$22,559 itof ~~will~~principal beoutstanding ~~placed~~under the note was converted into an3,005,860 ~~interest~~shares ~~bearing~~of ~~note~~common stock of the Company. As of ~~March~~September 3130 and June 30, 2013, the principal balance ~~under~~was ~~the~~$2,441, ~~Note~~and accrued interest balance was $323,~~504~~747.

On ~~January~~May 125, ~~2013~~2012, the Company ~~sold~~issued ~~equipment~~a toconvertible ~~the~~promissory ~~second~~note ~~franchisee~~in ~~and financed~~ the ~~total~~ amount of $540,000, ~~under~~bearing interest at a rate of 8% per annum. The note is unsecured and matured on February 21, ~~with~~2013. The entire principal and accrued interest on the note are convertible into common stock of the Company at a ~~term~~variable conversion price, with 45% discount to the market price, at the point of 36conversion. ~~months~~The Company determined that the conversion feature of the Note should be accounted for as a convertible note derivative liability, and ~~annual~~recorded ~~interest~~at ~~rate~~its fair value of 7%$32,727. AsDuring November and December of ~~March~~2012, 31$23,000 of principal balance was converted into 1,110,467 shares of common stock of the Company. During January and February of 2013, remaining $17,000 of principal balance ~~under~~was converted into 1,671,579 shares of common stock of the ~~Note~~Company. ~~was~~During April of 2013, $41,~~622.~~600 ~~Principal~~of ~~received~~accrued ~~for~~interest was converted into 533,333 shares of common stock of the Company. For the three months ended ~~March~~September 3130, ~~2013~~2012, amortization of the debt discount was $~~378. Interest~~10,909, ~~income~~reflected ~~for~~on the ~~same~~accompanying ~~period~~statements ~~was~~of ~~$85~~operations as interest expense.

~~NOTE~~On July 13, 2012, the Company issued a convertible promissory note in the amount of $32,500, bearing interest at a rate of 8% per annum. ~~WARRANTIES~~ The note is unsecured and matured on March 29, 2013. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 45% discount to the market price, at the point of conversion. The Company determined that the conversion feature of the note should be accounted for as a convertible note derivative liability, and recorded at its fair value of $26,591. During March of 2013, $3,000 of principal balance was converted into 1,000,000 shares of common stock of the Company. During April of 2013, $2,200 of principal balance was converted into 733,334 shares of common stock of the Company. As of September 30 and June 30, 2013, principal balance of the note was $27,300. As of September 30 and June 30, 2013, the balances of accrued interest were $3,083 and $600, respectively. For the three months ended September 30, 2012, amortization of the debt discount was $8,800, reflected on the accompanying statements of operations as interest expense.

~~The~~On ~~Company~~October ~~warrants~~2, 2012, the ~~work~~Company ~~for~~issued ~~one~~a ~~year~~convertible ~~after~~promissory ~~completion~~note ofin athe ~~project. Reserve~~amount ~~for~~of ~~warranty~~$42,500, ~~work~~bearing isinterest ~~established~~at ina ~~the~~rate ~~amount~~ of 18% ofper ~~sales~~annum. ~~for~~The ~~the~~note ~~previous~~is ~~twelve~~unsecured ~~months. As~~and ofmatured ~~March~~on 31June 13, 2013. The entire principal and ~~June~~accrued ~~30,~~interest ~~2012,~~on the ~~balances~~note are convertible into common stock of ~~warranty~~the ~~liability~~Company ~~were~~at $9a variable conversion price,~~365~~ ~~and~~with $745% discount to the market price,~~034,~~ ~~respectively~~at the point of conversion. ~~Warranty~~ ~~expenses~~The ~~for~~Company determined that the ~~nine~~conversion ~~months~~feature ~~ended~~of ~~March~~the ~~31,~~note ~~2013~~should ~~and~~be ~~2012~~accounted for as a convertible note derivative liability, ~~were~~and recorded at its fair value of $334,~~036~~772. As of September 30 and $4June 30,~~408,~~ ~~respectively~~2013, ~~which~~principal ~~are~~remained ~~included~~unchanged. inAs ~~the~~of ~~Cost~~September of30 ~~revenues~~and onJune 30, 2013, the ~~Statements~~balances of ~~Operations~~accrued interest were $3,513 and $908, respectively.

NOTE 9. CONVERTIBLE NOTES PAYABLE

On January 18, 2011, the Company received $60,000 as the first advance under the Note. The Company recorded $25,714 related to the deemed beneficial conversion feature of this advance, of which $13,416 has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2012.

On April 12, 2011, the Company received $60,000 as the second advance under the Note. The Company recorded $25,714 related to the deemed beneficial conversion feature of this advance, of which $18,150 has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2012.

On November 1, 2011, the Company received $100,000 as the third advance under the Note. The Company recorded $42,857 related to the deemed beneficial conversion feature of this advance, of which $17,143 has been amortized to interest expense in the accompanying statements of operations for each of the nine months ended March 31, 2013 and 2012.

On March 27, 2012, the Company received $20,000 as the fourth advance under the Note. The Company recorded $3,148 related to the deemed beneficial conversion feature of this advance, of which $2,099 has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2013.

F-9

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 96. CONVERTIBLE NOTES PAYABLE - continued

On ~~May~~February 425, ~~2012~~2013, the Company ~~received~~issued a convertible promissory note in the amount of $2016,~~000~~500, asbearing ~~the~~interest ~~fifth~~at ~~advance~~a ~~under~~rate ~~the~~of ~~Note~~8% per annum. The note is unsecured and matures on November 22, 2013. The entire principal and accrued interest on the note are convertible into common stock of the Company ~~recorded~~at $1a variable conversion price,~~584~~ ~~related~~with 45% discount to the ~~deemed~~market ~~beneficial~~price, at the point of conversion. The Company determined that the conversion feature of ~~this~~the ~~advance~~note should be accounted for as a convertible note derivative liability, and recorded at its fair value of ~~which~~$7,425. As of September 30 and June 30, 2013, balances of the debt discount were $1,~~188~~625 ~~has~~and ~~been~~$4,100. ~~amortized~~As toof ~~interest~~September ~~expense~~30 inand ~~the~~June ~~accompanying~~30, ~~statements~~2013, principal remained unchanged. As of ~~operations~~September ~~for~~30 and June 30, 2013, the ~~nine~~balances of accrued interest were $797 and $341, respectively. For the three months ended ~~March~~September 3130, 2013, amortization of the debt discount was $2,475, reflected on the accompanying statements of operations as interest expense.

OnAs ~~August~~of ~~22,~~September ~~2012,~~30 ~~the~~and ~~Company~~June ~~received $46~~30,~~000~~ ~~as the sixth advance under the Note. The Company recorded $36~~2013,~~853~~ ~~related~~derivative toliabilities ~~the deemed beneficial conversion feature of this advance, all of which has been amortized to interest expense in the accompanying statements of operations~~ for the ~~nine~~convertible ~~months~~promissory ~~ended~~notes ~~March~~totaled 31$64, ~~2013~~533.

~~During~~On ~~April~~December 5, 2012, the Company issued a convertible promissory note to Kristy D. O’Neal, who resigned from her position of Secretary and ~~May~~from the Board of ~~2012,~~Directors on the previous day. Principal of the Note - $60105,~~000~~897, ~~outstanding~~represents ~~under~~amount owed to her as of that date, primarily for accrued compensation. This debt was previously included in the Loans payable to shareholders. Note is payable on demand and bears interest at a rate of 5% per annum. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 50% discount to the market price, at the point of conversion. The Company recorded $52,949 related to the deemed beneficial conversion feature of this note. In September of 2013, $3,040 of principal balance was converted into 93,~~076~~800,~~480~~000 shares of common stock of the ~~company~~Company. As of September 30 and June 30, ~~representing~~2013, principal balances of the note were $30102,~~348~~857 and 105,897, respectively. As of ~~principal~~September 30 and ~~$29~~June 30,~~652~~ 2013, the balances of accrued interest were $4,417 and $3,062, respectively.

~~During~~On ~~August~~December 5, 2012, the Company issued a convertible promissory note to Scott O’Neal, who resigned from the Board of Directors on the previous day. Principal of the Note - $210,200, represents amount owed to him as of that date, primarily for accrued compensation. This debt was previously included in the Loans payable to shareholders. Note is payable on demand and ~~September~~bears interest at a rate of ~~2012~~5% per annum. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 50% discount to the market price, at the point of conversion. The Company recorded $~~161~~105,~~922~~100 ~~outstanding~~related ~~under~~to the ~~Note~~deemed beneficial conversion feature of this note. In September of 2013, $1,480 of accrued interest was converted into ~~136~~1,~~509~~850,~~392~~000 shares of common stock of the ~~company~~Company. As of September 30 and June 30, ~~representing~~2013, principal balance of the note was $~~131~~210,~~607~~200. As of ~~principal~~September 30 and $June 30,~~315~~ 2013, the balances of accrued interest were $7,299 and $6,078, respectively.

~~During~~On ~~October~~December ~~and~~27, ~~November of~~ 2012, ~~$58,657~~the ~~outstanding~~Company ~~under~~issued ~~the~~a ~~Note~~convertible ~~was~~promissory ~~converted~~note ~~into~~in ~~110~~the amount of $5,~~766~~000,~~970~~ ~~shares~~bearing interest at a rate of 20% per annum. The note is unsecured and matured on June 19, 2013. The entire principal and accrued interest on the note are convertible into common stock of the ~~company~~Company at a variable conversion price, ~~representing~~with 30% discount to the market price, at the point of conversion. The Company recorded $552,~~016~~143 related to the deemed beneficial conversion feature of ~~principal~~this note. As of September 30 and $3June 30,~~641~~ 2013, the principal remained unchanged, balances of accrued interest were $815 and $533, respectively.

~~During~~On February ~~and~~28, ~~March of~~ 2013, the Company issued ~~241~~a convertible promissory note in the amount of $12,~~414~~500,~~413~~ ~~shares~~bearing interest at a rate of 20% per annum. The note is unsecured and matures on November 27, 2013. The entire principal and accrued interest on the note are convertible into common stock ~~for~~of the ~~total~~Company ~~amount~~at a variable conversion price, with 50% discount to the market price, at the point of conversion. The Company recorded $1812,~~662~~500 related to the deemed beneficial conversion feature of this note, ~~representing~~of which $64,~~367~~170 has been amortized to interest expense in the accompanying statements of ~~principal~~operations ~~and~~for $6the three months ended September 30,~~340~~ 2013. As of ~~interest~~September ~~outstanding~~30 ~~under~~and June 30, 2013, principal balances of the note; were $9,730 and $5,~~955~~560, respectively, net of ~~fees~~corresponding ~~related~~beneficial toconversion ~~conversions~~discounts of $2,770 and $6,940, respectively. As of September 30 and June 30, 2013, the balances of accrued interest were $1,533 and $854, respectively.

As of March 31, 2013 and June 30, 2012, combined principal balances outstanding under the Note were $82,662 and $209,223, respectively; net of unamortized beneficial conversion features of $0 and $20,429, respectively. Balances of interest accrued under the Note as of March 31, 2013 and June 30, 2012, were $2,820 and $14,501, respectively.

On April 8, 2012, the Company issued a convertible promissory note in the amount of $25,000, bearing interest at a rate of 20% per annum. The note is unsecured and matured on December 1, 2012. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 30% discount to the market price, at the point of conversion. The Company recorded $24,770 related to the deemed beneficial conversion feature of this note, all of which has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2013. During January and February of 2013, $22,559 of principal outstanding under the note was converted into 150,293,000 shares of common stock of the company. As of March 31, 2013 and June 30, 2012, the principal balances were $2,441 and $25,000, respectively, and accrued interest balances were $3,747 and $1,109, respectively.

On May 25, 2012, the Company issued a convertible promissory note in the amount of $40,000, bearing interest at a rate of 8% per annum. The note is unsecured and matured on February 21, 2013. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 45% discount to the market price, at the point of conversion. The Company determined that the conversion feature of the Note should be accounted for as a convertible note derivative liability, and recorded at its fair value of $32,727. During November and December of 2012, $23,000 of principal balance was converted into 55,523,267 shares of common stock of the company. During January and February of 2013, remaining $17,000 of principal balance was converted into 83,578,877 shares of common stock of the company. As of March 31, 2013 and June 30, 2012, principal balances of the note were $0 and $40,000, respectively. As of March 31, 2013 and June 30, 2012, balances of the debt discount were $0 and $29,091, respectively. For the nine months ended March 31, 2013, amortization of the debt discount was $29,091, reflected on the accompanying statements of operations as interest expense. As of March 31, 2013, accrued interest balance was $1,600.

F-10

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 97. ~~CONVERTIBLE~~RELATED ~~NOTES~~PARTY ~~PAYABLE - continued~~TRANSACTIONS

OnFor ~~July~~the ~~13,~~three ~~2012,~~months ~~the~~ended ~~Company~~September ~~issued~~30, a2013 ~~convertible~~and ~~promissory~~2012, ~~note~~the inCompany ~~the~~accrued ~~amount~~$39,000 ofand $3239,~~500~~000, ~~bearing~~respectively, ~~interest~~in atsalaries apayable ~~rate~~to ofits 8%officers ~~per annum. The note is unsecured~~ and ~~matured~~major ~~on March 29~~shareholders, ~~2013.~~which ~~The entire principal and accrued interest on the note~~ are ~~convertible~~reflected ~~into~~in ~~common~~Loans ~~stock~~payable ofto ~~the~~shareholders. ~~Company~~For ~~at a variable conversion price, with 45% discount to~~ the ~~market~~same ~~price~~periods, at the ~~point of conversion. The~~ Company ~~determined~~accrued ~~that~~$0 ~~the conversion feature of the note should be accounted for as a convertible note derivative liability,~~ and ~~recorded at its fair value of~~ $2630,~~591. During March of 2013~~000, $3respectively,~~000~~ ofto ~~principal balance was converted into 50,000,000 share of common stock of~~ the ~~company.~~officers Asand ofdirectors ~~March~~who ~~31,~~resigned ~~2013,~~in ~~principal~~December ~~balance~~ of ~~the note was $29,500~~2012. As of March 31, 2013, ~~balance~~these ofindividuals ~~the~~are ~~debt~~no ~~discount~~longer ~~was~~considered ~~$0. For the nine months ended March 31~~insiders, ~~2013,~~and ~~amortization~~balances of ~~the~~their ~~debt~~shareholder ~~discount~~notes ~~was~~were ~~$26,591,~~transferred ~~reflected~~to onconvertible ~~the~~notes ~~accompanying statements of operations as interest expense~~payable.

OnAs ~~October~~of 2,September ~~2012,~~30 ~~the~~and ~~Company~~June ~~issued~~30, a2013, ~~convertible~~the ~~promissory~~balances ~~note~~of inshareholder ~~the~~notes ~~amount~~were of$487,957 and $42448,~~500~~289, ~~bearing~~respectively. ~~interest~~The atbalance aincluded ~~rate~~accrued ofsalaries, 8%along ~~per~~with ~~annum.~~various ~~The~~advances ~~note~~to isand ~~unsecured~~from ~~and~~the ~~matures~~Company. The onnotes ~~June~~are 13unsecured, ~~2013.~~due ~~The~~upon ~~entire~~demand ~~principal~~ and ~~accrued~~accrue interest onat the ~~note~~end ~~are convertible into common stock~~ of ~~the~~each ~~Company~~month aton ~~a variable conversion price, with 45% discount to~~ the ~~market~~then ~~price,~~outstanding balance at the ~~point~~rate of ~~conversion~~5.00% ~~The~~per ~~Company~~annum. As ~~determined~~of ~~that~~September ~~the~~30 ~~conversion~~and ~~feature~~June of30, ~~the~~2013, ~~note~~accrued ~~should~~interest bepayable ~~accounted~~on ~~for~~the asnotes awas ~~convertible note derivative liability~~$15,624 and ~~recorded~~$12,191, atrespectively. ~~its~~Interest ~~fair~~paid ~~value~~during ofthe ~~$34,772.~~three Asmonths ofended ~~March~~September 3130, 2013, ~~balance~~and of2012, ~~the~~was ~~debt~~$2,521 ~~discount~~and ~~was~~ $112,~~591~~391, respectively. ~~For~~These ~~the~~notes ~~nine~~payable ~~months~~do ~~ended~~not ~~March~~approximate ~~31,~~fair ~~2013~~value, ~~amortization~~as ofthey ~~the~~are ~~debt~~with ~~discount~~related ~~was $23~~parties,~~181,~~ ~~reflected~~and ondo ~~the~~not ~~accompanying~~bear ~~statements~~market rates of ~~operations as~~ interest ~~expense~~.

OnNOTE ~~February 25, 2013, the Company issued a convertible promissory note in the amount of $16,500, bearing interest at a rate of~~ 8~~% per annum~~. COMMITMENTS ~~The~~AND note is unsecured and matures on November 22, 2013. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 45% discount to the market price, at the point of conversion. The Company determined that the conversion feature of the note should be accounted for as a convertible note derivative liability, and recorded at its fair value of $7,425. As of March 31, 2013, balance of the debt discount was $6,575. For the nine months ended March 31, 2013, amortization of the debt discount was $850, reflected on the accompanying statements of operations as interest expense.CONTINGENCIES

AsOn ofDecember ~~March~~14, 312012, ~~2013~~the ~~and~~Company ~~June~~re-negotiated ~~30,~~its ~~2012,~~office ~~derivative~~lease ~~liabilities~~and ~~for~~moved ~~the~~to ~~convertible~~a ~~promissory~~smaller ~~notes~~location. Current ~~totalled~~lease ~~$66,333~~is ~~and~~for $321,~~727,~~625 ~~respectively, including~~ a ~~reduction~~month, ofand ~~$35,182~~will ~~due~~expire toon ~~conversions~~September ~~noted~~30, ~~earlier~~2014. For the ~~nine~~fiscal ~~months~~years ~~ended~~following ~~March~~September 3130, 2013, ~~loss~~future onrents ~~derivative~~under ~~liabilities~~this ~~was~~agreement ~~$17,901,~~are ~~calculated~~ as ~~the difference between relief of derivative liability and excess of fair market value of shares received for conversion over principal amount of conversion (due to discount).~~follows:

On December 5, 2012, the Company issued a convertible promissory note to Kristy D. O’Neal, who resigned from her position of Secretary and from the Board of Directors on the previous day. Principal of the Note - $105,897, represents amount owed to her as of that date, primarily for accrued compensation. This debt was previously included in the Loans payable to shareholders. Note is payable on demand and bears interest at a rate of 5% per annum. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 50% discount to the market price, at the point of conversion. The Company recorded $52,949 related to the deemed beneficial conversion feature of this note, all of which has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2013. As of March 31, 2013, the principal balance remained unchanged, and accrued interest balance was $1,711.

2014	$	14,625
2015		4,875

Total	$	19,500

Rent expenses for the three months ended September 30, 2013 and 2012, were $4,918 and $6,748, respectively.

NOTE 9. OPERATING SEGMENTS

During the period from inception through June 30, 2012, the Company operated as a single business segment. Starting July 1, 2012 the franchise segment was added. Table below reflects segment information for the three months ended September 30, 2013 and 2012:

F-11

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 9. ~~CONVERTIBLE~~OPERATING ~~NOTES~~SEGMENTS ~~PAYABLE~~ - continued

On December 5, 2012, the Company issued a convertible promissory note to Scott O’Neal, who resigned from the Board of Directors on the previous day. Principal of the Note - $210,200, represents amount owed to him as of that date, primarily for accrued compensation. This debt was previously included in the Loans payable to shareholders. Note is payable on demand and bears interest at a rate of 5% per annum. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 50% discount to the market price, at the point of conversion. The Company recorded $105,100 related to the deemed beneficial conversion feature of this note, all of which has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2013. As of March 31, 2013, the principal balance remained unchanged, and accrued interest balance was $3,397.

	Operations			Franchise			Total
Three Months Ended September 30, 2013
Revenues	$	337,137		$	-		$	337,137
Franchise fees		-			-			-
Royalties		-			14,048			14,048
Total Revenues	$	337,137		$	14,048		$	351,185

Cost of revenues	$	268,637		$	-		$	268,637
Sales and marketing expenses		22,608			10,000			32,608
General and administrative expenses		86,198			10,640			96,838
Depreciation and amortization		2,540			-			2,540
Interest income		-			405			405
Net income/(loss)	$	(73,053	)	$	(6,189	)	$	(79,242	)

Three Months Ended September 30, 2012
Revenues	$	185,795		$	-		$	185,795
Franchise fees					35,000			35,000
Royalties					3,143			3,143
Total Revenues	$	185,795		$	38,143		$	223,938

Cost of revenues	$	143,760		$	-		$	143,760
Sales and marketing expenses		18,267			17,540			35,807
General and administrative expenses		209,680			16,703			226,383
Depreciation and amortization		3,162			-			3,162
Interest income		-			478			478
Net income/(loss)	$	(280,974	)	$	4,376		$	(276,598	)

As of September 30, 2013
Property and equipment, net	$	22,129		$	-		$	22,129
Total assets	$	176,449		$	43,791		$	220,240

As of June 30, 2013
Property and equipment, net	$	24,669		$	-		$	24,669
Total assets	$	161,721		$	53,828		$	215,519

OnNOTE ~~December 27, 2012, the Company issued a convertible promissory note in the amount of $5,000, bearing interest at a rate of 20% per annum~~10. PREFERRED The note is unsecured and matures on June 19, 2013. The entire principal and accrued interest on the note are convertible into common stock of the Company at a variable conversion price, with 30% discount to the market price, at the point of conversion. The Company recorded $2,143 related to the deemed beneficial conversion feature of this note, of which $1,158 has been amortized to interest expense in the accompanying statements of operations for the nine months ended March 31, 2013.STOCK

OnEffective ~~February~~August 2816, ~~2013~~2011, the Company ~~issued~~filed aan amendment with the Nevada Secretary of State to authorize Class A convertible ~~promissory~~preferred ~~note~~stock in the amount of ~~$12~~250,~~500,~~000 ~~bearing~~shares ~~interest~~ at a$1.00 ~~rate~~par ~~of 20% per annum~~value. Class ~~The~~A ~~note~~shares ishave ~~unsecured~~no ~~and~~dividend ~~matures~~rights, onexcept ~~November~~as ~~27,~~may ~~2013.~~be ~~The~~declared ~~entire~~by ~~principal~~the ~~and~~Board ~~accrued~~of ~~interest~~Directors onin ~~the~~its ~~note~~sole ~~are~~discretion. ~~convertible~~Class ~~into~~A ~~common~~ stock ofis ~~the~~ranked ~~Company~~senior atand aprior ~~variable~~to ~~conversion~~the ~~price,~~Corporation’s ~~with~~common ~~50%~~stock ~~discount~~as to ~~the~~dividends ~~market~~and ~~price,~~upon atliquidation. ~~the~~Class ~~point~~A ofshares ~~conversion.~~have ~~The~~liquidation ~~Company~~rights ~~recorded~~of $1210 per share,~~500~~ ~~related~~and are entitled to ~~the~~1,000 ~~deemed~~votes ~~beneficial~~each, ~~conversion~~on ~~feature~~any ofmatters ~~this~~requiring ~~note,~~shareholders’ ofvote. ~~which~~Five ~~$1,390~~shares ~~has~~of ~~been~~Class ~~amortized~~A tostock ~~interest~~can ~~expense~~be inconverted ~~the~~into ~~accompanying~~one ~~statements~~share of ~~operations~~common ~~for~~stock ~~the~~at ~~nine~~any ~~months~~time, ~~ended~~upon ~~March~~demand ~~31,~~from ~~2013~~the holder.

~~NOTE~~On ~~10. LONG-TERM~~August ~~DEBT~~16, 2011, Renee Gilmore, our President, CEO and Director, and Danielle O’Neal, our Secretary and Director, acquired 100,000 shares each of Class A convertible preferred stock, in exchange for $12,500, each, as part of payment of accrued salaries.

In September of 2009 the Company borrowed $20,326 in order to purchase a truck. The note is secured by the truck, and bears 4.9% interest, with a 60 months repayment term. On July 1, 2012, the truck and a trailer, with the carrying value of $13,393, were sold to our franchisee, and the $9,185 balance of liability assigned to them. In the same transaction, three painting machines, with the carrying value of $5,922, were sold for $4,000. $2,000, the remainder of the $6,000 cash deposit received from the franchisee prior to June 30, 2012, was used for inventory.

NOTE 11. RELATED PARTY TRANSACTIONS

For the nine months ended March 31, 2013 and 2012, the Company accrued $117,000 and $99,000, respectively, in salaries payable to its officers and major shareholders, which are reflected in Loans payable to shareholders. For the same periods, the Company accrued $50,000 and $90,000, respectively, to the officers and directors who resigned in December of 2012. As of March 31, 2013, these individuals are no longer considered insiders, and balances of their shareholder notes were transferred to convertible notes payable.

F-12

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 1110. ~~RELATED~~PREFERRED ~~PARTY~~STOCK ~~TRANSACTIONS~~ - continued

AsOn of March 3112, 2013 ~~and June 30~~, ~~2012,~~Renee ~~the balances of shareholder notes were $403~~Gilmore,~~922~~ ~~and~~our ~~$552~~President,~~466,~~ ~~respectively.~~CEO ~~The~~and ~~balance included accrued salaries~~Director, ~~along~~acquired ~~with various advances to and from the Company. The notes are unsecured~~50,000 ~~due~~shares ~~upon demand and accrue interest at the end~~ of ~~each~~Class ~~month~~A onconvertible ~~the~~preferred ~~then outstanding balance at the rate of 5.00% per annum. As of March 31~~stock, ~~2013~~ and ~~June 30~~1, ~~2012~~165,500 ~~accrued~~shares ~~interest~~of ~~payable~~Class onB ~~the~~convertible ~~notes~~preferred ~~was~~stock ~~$9,366~~in ~~and~~exchange ~~$14,962,~~for ~~respectively. Interest paid during the nine months ended March 31, 2013 and 2012, was~~ $81,~~283~~216 ~~and~~owed ~~$7,334,~~to ~~respectively. These notes payable do not approximate fair value~~her, asbased ~~they~~on ~~are~~the ~~with~~market ~~related~~price ~~parties,~~of ~~and~~equivalent donumber ~~not~~of ~~bear~~shares ~~market~~of ~~rates~~common stock of ~~interest~~the Company.

OnEffective ~~December~~August 422, ~~2012~~2013, ~~Ms.~~the ~~Kristy~~Company D.filed ~~O’Neal~~an ~~resigned~~amendment ~~from~~with ~~her~~the ~~position~~Nevada of Secretary, ~~and from the Board~~ of ~~Directors~~State ~~of the Company. On the following day, the Company issued~~ to ~~her~~increase aauthorized ~~convertible~~Class ~~note~~A ~~payable~~stock infrom ~~the amount of $105~~250,~~897,~~000 ~~for~~to ~~the balance of shareholder note as of the date of resignation. The note is described above~~350,000 ~~in Note 9~~shares.

OnEffective ~~December~~July 46, 2012, ~~Mr.~~the ~~Scott~~Company ~~O’Neal~~filed ~~resigned~~an ~~from~~amendment with the ~~Board~~Nevada Secretary of ~~Directors~~State ofto authorize Class B convertible preferred stock in the ~~Company~~amount of 5,000,000 shares at $0.001 par value. OnClass ~~the~~B ~~following~~shares ~~day~~have no dividend rights, except as may be declared by the ~~Company~~Board ~~issued~~of Directors in its sole discretion. Class B stock is ranked junior and subsequent to ~~him~~Class aA convertible ~~note~~preferred ~~payable~~stock, inbut senior and prior to the ~~amount~~Corporation’s common stock as to dividends and upon liquidation. Class B shares have liquidation rights of $~~210~~0.10 per share,~~200~~ and are entitled to 100 votes each, ~~for~~on ~~the~~any ~~balance~~matters ofrequiring ~~shareholder~~shareholders’ ~~note~~vote. asFive shares of ~~the~~Class ~~date~~B ofstock ~~resignation.~~can ~~The~~be ~~note~~converted isinto ~~described~~one ~~above~~share of common stock at any time, inupon ~~Note~~demand 9from the holder.

~~NOTE~~On ~~12. COMMITMENTS~~July ~~AND~~6, ~~CONTINGENCIES~~2012, Renee Gilmore, our President, CEO and Director, and Danielle O’Neal, our Secretary and Director, each, exchanged 200,000 shares of common stock for 1,000,000 shares of Class B convertible preferred stock, based on the conversion ratio designated for Class B shares.

On ~~December~~October 149, 2012, ~~the~~Renee ~~Company~~Gilmore, ~~re-negotiated~~our ~~its~~President, ~~office~~CEO ~~lease~~ and ~~moved to a smaller location. Current lease is for $1~~Director,~~625~~ aexchanged ~~month~~189,100 ~~and~~shares ~~will~~of ~~expire~~common onstock ~~September~~for 30945,500 ~~2014. For~~shares ~~the~~of ~~fiscal~~Class ~~years~~B ~~following~~convertible ~~March~~preferred 31stock, ~~2013,~~based ~~future~~on ~~rents~~the ~~under~~conversion ~~this~~ratio ~~agreement~~designated ~~are~~for asClass ~~follows:~~B shares.

2013	$	4,875
2014		19,500
2015		4,875
Total	$	29,250

On October 9, 2012, Danielle O’Neal, our Secretary and Director, exchanged 177,800 shares of common stock for 889,000 shares of Class B convertible preferred stock, based on the conversion ratio designated for Class B shares.

~~Rent~~Effective ~~expenses~~August ~~for~~22, 2013, the ~~nine~~Company ~~months~~filed ~~ended~~an ~~March~~amendment ~~31,~~with ~~2013~~the ~~and~~Nevada ~~2012,~~Secretary ~~were~~of ~~$22~~State to increase authorized Class B stock from 5,~~711~~000,000 ~~and~~to ~~$34~~40,~~034~~000,000 ~~respectively~~shares.

NOTE 11. COMMON STOCK

Effective August 3, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 4,000,000 to 8,000,000 shares.

During July and August of 2012, the Company issued 120,000 shares of common stock for consulting services, valued at $34,200.

During August and September of 2012, the Company issued 2,730,188 shares of common stock in partial satisfaction of principal and accrued interest balance outstanding under the convertible note payable, originated on January 1, 2011, in the amount of $161,922.

Effective November 19, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 8,000,000 to 19,000,000 shares.

F-13

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 1311. ~~OPERATING~~COMMON ~~SEGMENTS~~STOCK - continued

During ~~the~~October ~~period~~and ~~from~~November ~~inception~~of ~~through June 30,~~ 2012, the Company ~~operated~~issued as2,215,339 ashares ~~single~~of ~~business~~common ~~segment.~~stock ~~Starting~~in ~~July~~partial 1,satisfaction ~~2012~~of ~~the~~principal ~~franchise~~and ~~segment~~accrued ~~was~~interest ~~added. Table~~balance ~~below~~outstanding ~~reflects~~under ~~segment~~the ~~information~~convertible ~~for~~note ~~the~~payable, ~~three~~originated ~~and~~on ~~nine~~January ~~months~~1, ~~ended~~2011, ~~March~~in ~~31,~~the ~~2013:~~amount of $58,657.

	Operations			Franchise			Total
Three Months Ended March 31, 2013
Revenues	$	320,474		$	-		$	320,474
Franchise fees		-			3,037			3,037
Royalties		-			4,265			4,265
Total Revenues	$	320,474		$	7,302		$	327,776
Cost of revenues	$	229,059		$	-		$	229,059
Sales and marketing expenses		19,207			500			19,707
General and administrative expenses		87,678			19,860			107,538
Depreciation and amortization		2,540			-			2,540
Interest income		-			491			491
Net income/(loss)		(83,485	)		(12,566	)		(96,051	)
Nine Months Ended March 31, 2013
Revenues	$	778,160		$	-		$	778,160
Franchise fees					73,037			73,037
Royalties					11,197			11,197
Total Revenues	$	778,160		$	84,234		$	862,394
Cost of revenues	$	591,154		$	-		$	591,154
Sales and marketing expenses		56,382			500			56,882
General and administrative expenses		391,812			55,892			447,704
Depreciation and amortization		8,906			-			8,906
Interest income		-			1,413			1,413
Net income/(loss)		(676,069	)		29,255			(646,814	)
As of March 31, 2013
Property and equipment, net	$	27,210		$	-		$	27,210
Total assets		209,236			58,964			268,200

During November and December of 2012, the Company issued 1,110,467 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on May 25, 2012, in the amount of $23,000.

~~NOTE~~During ~~14. PREFERRED~~January ~~STOCK~~and February of 2013, the Company issued 1,671,579 shares of common stock in complete satisfaction of principal balance outstanding under the convertible note payable, originated on May 25, 2012, in the amount of $17,000.

~~Effective~~During ~~July~~January 6,and ~~2012,~~February ~~the Company filed an amendment with the Nevada Secretary~~ of ~~State~~2013, ~~to authorize Class B convertible preferred stock in~~ the ~~amount~~Company ofissued 53,~~000~~005,~~000~~860 shares ~~at $0.001 par value. Class B shares have no dividend rights, except as may be declared by the Board~~ of ~~Directors~~common ~~in its sole discretion. Class B~~ stock isin ~~ranked~~partial ~~junior~~satisfaction ~~and~~of ~~subsequent~~principal tobalance ~~Class~~outstanding Aunder the convertible ~~preferred~~note ~~stock~~payable, ~~but~~originated ~~senior~~on ~~and~~April ~~prior to the Corporation’s common stock as to dividends and upon liquidation. Class B shares have liquidation rights of $0.10 per share~~8, ~~and are entitled to 100 votes each~~2012, onin ~~any~~the ~~matters~~amount ~~requiring shareholders’ vote. One share~~ of ~~Class B stock can be converted into 10 shares of common stock at any time~~$22, ~~upon demand from the holder~~559.

OnDuring ~~July~~February ~~6, 2012, Renee Gilmore, our President, CEO~~ and ~~Director,~~March ~~and~~of ~~Danielle O’Neal~~2013, ~~our~~the ~~Secretary~~Company ~~and~~issued ~~Director~~4, ~~each~~828,290 ~~exchanged 10,000,000~~ shares of common stock ~~for~~in ~~1,000,000~~partial ~~shares~~satisfaction of ~~Class~~principal Bbalance outstanding under the convertible ~~preferred~~note ~~stock~~payable, ~~based~~originated on January 1, 2011, in the ~~conversion~~amount ~~ratio~~of ~~designated~~$12,707, ~~for~~and ~~Class~~fees Bof ~~shares~~$5,955.

OnDuring ~~October~~March 9,of ~~2012~~2013, ~~Renee~~the ~~Gilmore,~~Company ~~our~~issued ~~President~~1, ~~CEO and Director~~000, ~~exchanged 9,455,~~000 shares of common stock ~~for~~in ~~945,500~~partial ~~shares~~satisfaction of ~~Class~~principal Bbalance outstanding under the convertible ~~preferred~~note ~~stock~~payable, ~~based~~originated on ~~the~~July ~~conversion~~13, ~~ratio~~2012, ~~designated~~in ~~for~~the ~~Class~~amount Bof ~~shares~~$3,000.

During April of 2013, the Company issued 533,333 shares of common stock in satisfaction of accrued interest balance outstanding under the convertible note payable, originated on May 25, 2012, in the amount of $1,600.

During April of 2013, the Company issued 733,334 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on July 13, 2012, in the amount of $2,200.

On August 19, 2013, the Company filed a Certificate of Change regarding a 1 for 50 shares reverse stock split. The split was effective September 3, 2013. Corresponding change resulted in 19,000,000 shares of Common Stock being authorized.

Effective August 22, 2013, the Company filed an amendment with the Nevada Secretary of State to increase authorized Common stock from 19,000,000 to 600,000,000 shares.

During September of 2013, the Company issued 2,309,062 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on January 1, 2011, in the amount of $4,002.

During September of 2013, the Company issued 1,850,000 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on December 5, 2012, in the amount of $1,480.

During September of 2013, the Company issued 3,800,000 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on December 5, 2012, in the amount of $3,040.

On September 30, 2013, the Company issued 46 shares of common stock to make correction relating to processing of the reverse stock split.

F-14

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

~~March~~September 3130, 2013 ~~and June 30, 2012~~

NOTE 1416. ~~PREFERRED~~GOING ~~STOCK - continued~~CONCERN

OnThe ~~October~~financial 9,statements ~~2012,~~of ~~Danielle~~the ~~O’Neal~~Company have been prepared on the basis of accounting principles applicable to a going concern, ~~our~~which ~~Secretary~~contemplates the realization of assets and ~~Director~~the satisfaction of liabilities in the normal course of business. The Company had negative working capital of $1,265,370 ~~exchanged~~and 8an accumulated deficit of $2,~~890~~472,~~000~~523 ~~shares~~at September 30, 2013, and a net loss of ~~common~~$79,242 ~~stock~~and negative operating cash flows of $13,779 for ~~889~~the three months ended September 30,~~000~~ ~~shares~~2013. These ofmatters ~~Class~~raise Bsubstantial ~~convertible~~doubt ~~preferred~~about ~~stock~~the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts, ~~based~~or onthe amount and classification of liabilities that might result should the ~~conversion~~Company ~~ratio~~be ~~designated~~unable ~~for~~to ~~Class~~continue Bas ~~shares~~a going concern.

On March 12, 2013, Renee Gilmore, our President, CEO and Director, acquired 50,000 shares of Class A convertible preferred stock, and 1,165,500 shares of Class B convertible preferred stock in exchange for $1,216 owed to her, based on the market price of equivalent number of shares of common stock of the company.

NOTE 15. COMMON STOCK

Effective August 3, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 200,000,000 to 400,000,000 shares.

During July and August of 2012, the Company issued 6,000,000 shares of common stock for consulting services, valued at $34,200.

During August and September of 2012, the Company issued 136,509,392 shares of common stock in partial satisfaction of principal and accrued interest balance outstanding under the convertible note payable, originated on January 1, 2011, in the amount of $161,922.

Effective November 19, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 400,000,000 to 950,000,000 shares.

During October and November of 2012, the Company issued 110,766,970 shares of common stock in partial satisfaction of principal and accrued interest balance outstanding under the convertible note payable, originated on January 1, 2011, in the amount of $58,657.

During November and December of 2012, the Company issued 55,523,267 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on May 25, 2012, in the amount of $23,000.

During January and February of 2013, the Company issued 83,578,877 shares of common stock in complete satisfaction of principal balance outstanding under the convertible note payable, originated on May 25, 2012, in the amount of $17,000.

During January and February of 2013, the Company issued 150,293,000 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on April 8, 2012, in the amount of $22,559.

During February and March of 2013, the Company issued 241,414,413 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on January 1, 2011, in the amount of $12,707, and fees of $5,955.

During March of 2013, the Company issued 50,000,000 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on July 13, 2012, in the amount of $3,000.

F-15

Firemans Contractors, Inc.

Condensed Notes to Financial Statements

March 31, 2013 and June 30, 2012

The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had negative working capital of $1,098,767 and an accumulated deficit of $2,281,646 at March 31, 2013, and a net loss of $646,814 and negative operating cash flows of $140,213 for the nine months ended March 31, 2013. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts, or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

The Company has primarily funded its operations through the net proceeds received from the Company's issuance of stock to investors. Based on the Company’s current liquidity position, the Company plans to raise additional capital through debt or equity funding within the next twelve months. There is no assurance that any such financing will be available on acceptable terms or at all. Should continuing funding requirements not be met, the Company’s operations may cease to exist.

NOTE 17. SUBSEQUENT EVENTS

During ~~April~~October and November of 2013, the Company issued 2619,~~666~~725,~~667~~813 shares of common stock in partial satisfaction of ~~accrued~~principal ~~interest~~ balance outstanding under the convertible note payable, originated on ~~May~~January 251, ~~2012~~2011, in the amount of $111,~~600~~388.

During ~~April~~October and November of 2013, the Company issued 362,~~666~~999,~~667~~700 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on ~~July~~April 138, 2012, in the amount of $21,~~200~~723.

~~F-16~~During October and November of 2013, the Company issued 13,683,115 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on July 13, 2012, in the amount of $9,364.

~~ITEM~~During ~~2. MANAGEMENT’S~~October ~~DISCUSSION~~of ~~AND~~2013, ~~ANALYSIS~~the OFCompany ~~FINANCIAL~~issued ~~CONDITION~~3,500,000 ~~AND~~shares ~~RESULTS~~of OFcommon ~~OPERATIONS~~stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on December 5, 2012, in the amount of $2,100.

During October of 2013, the Company issued 7,436,364 shares of common stock in partial satisfaction of principal balance outstanding under the convertible note payable, originated on December 5, 2012, in the amount of $4,090.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains statements which, to the extent they do not recite historical fact, constitute "forward looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by the use of words like "may", "will", "could", "should", "project", "believe", "anticipate", "expect", "plan", "estimate", "forecast", "potential", "intend", "continue", and variations of these words or comparable words. Forward looking statements do not guarantee future performance and involve risks and uncertainties. Actual results may differ substantially from the results that the forward looking statements suggest for various reasons, including those discussed under the caption "Risks Related to Our Business" in our Annual Report on Form 10-K. These forward looking statements are made only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10-Q.

The following discussion contains forward-looking statements that are subject to significant risks and uncertainties. There are several important factors that could cause actual results to differ materially from historical results and percentages and results anticipated by the forward-looking statements. The Company has sought to identify the most significant risks to its business, but cannot predict whether or to what extent any of such risks may be realized nor can there be any assurance that the Company has identified all possible risks that might arise. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock.

Overview

Firemans Contractors, Inc. was incorporated on August 21, 2009 in the State of Nevada. The Company is a full-service contractor, specializing in parking lot maintenance services.

Firemans Contractors, Inc. has never declared bankruptcy, has never been in receivership, and has never been involved in any illegal action or proceedings.

Since becoming incorporated, Firemans Contractors, Inc. has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Firemans Contractors, Inc. is not a blank check registrant as that term is defined in Rule 419(a) (2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose in which we have engaged in since our inception. In addition, neither Firemans Contractors, Inc. nor its officers, directors, promoters, or affiliates has had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements, or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger. Further, our financial statements reflect that we have generated more than nominal revenues from our primary business during our first year of operation and we have more than nominal assets other than cash.

Effective July 6, 2012, the Company filed an amendment with the Nevada Secretary of State to authorize Class B convertible preferred stock in the amount of 5,000,000 shares at $0.001 par value. Class B shares have no dividend rights, except as may be declared by the Board of Directors in its sole discretion. Class B stock is ranked junior and subsequent to Class A convertible preferred stock, but senior and prior to the Corporation’s common stock as to dividends and upon liquidation. Class B shares have liquidation rights of $0.10 per share, and are entitled to 100 votes each, on any matters requiring shareholders’ vote. One share of Class B stock can be converted into 10 shares of common stock at any time, upon demand from the holder.

Effective August 3, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 200,000,000 to 400,000,000 shares.

Effective November 19, 2012, the Company filed an amendment with the Nevada Secretary of State to increase the number of authorized Common Stock from 400,000,000 to 950,000,000 shares.

On July 1, 2012, first franchisee of the Firemans Contractors® concept began operations in North Texas. On December 15, 2012, second franchisee of the Firemans Contractors® concept began operations in North Texas.

4On August 19, 2013, the Company filed a Certificate of Change regarding a 1 for 50 shares reverse stock split. The split was effective September 3, 2013. Corresponding change resulted in 19,000,000 shares of Common Stock being authorized.

~~ITEM~~Effective ~~2. MANAGEMENT’S~~August ~~DISCUSSION~~22, ~~AND~~2013, ~~ANALYSIS~~the OFCompany ~~FINANCIAL~~filed ~~CONDITION~~an ~~AND~~amendment ~~RESULTS~~with OFthe ~~OPERATIONS~~Nevada -Secretary ~~continued~~of State to increase authorized shares of all Classes of Stock: Common Stock – from 19,000,000 to 600,000,000 shares; Class A – from 250,000 to 350,000 shares; and Class B – from 5,000,000 to 40,000,000 shares.

Plan of Operation

Over the next twelve months, we will concentrate on the following four areas to grow our operations:

●

Capital and Funding – Seek to obtain capital from all available sources, including bank financing, private sales of stock and/or convertible debt. We expect income from operations and franchise sales to contribute to ongoing capital needs in the near future.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

●

Advertising and Marketing – Work with several marketing companies to develop brand identity, marketing materials, and update our web site. Utilize all available marketing venues and public relations opportunities to promote the Company and its products, services, and franchise system. Specifically, hire sales people, use direct mail, as well as images on our trucks, trailers and equipment, online advertisings and marking with major search engines like Google, Yahoo and Bing. We will also cultivate a referral program and network in various business organizations and associations.

●

Sales – Grow our core business in North Texas, and expand in other areas.

● Franchise Development – Marketing the Firemans Contractors® franchise concept and licensing of Company’s Service Marks, with the short-term objective of establishing ten new franchisees during ~~calendar~~fiscal year ~~2013~~2014.

Operating Environment

The painting industry is a $20 Billion annual industry, up from $16.1 Billion in 2003. Since 2006, reports indicate an annual growth rate of 3%, as per The Rauch Guide to the US Paint Industry. As described in the next paragraph, the industry is highly fragmented with about 40,000 companies nationwide. Most companies are small, over 70% have fewer than five employees. Larger firms may have more than 200 employees and generate an average $40 million in annual revenue.

The parking lot striping and maintenance service industry is very fragmented, consisting of a few national companies and numerous small, privately held and regional operators. Parking lot striping and maintenance is an ongoing service, requiring restriping and updated signage every 1-3 years. Parking lots require ADA compliance and city code mandates that require businesses to maintain proper visual signage, fire lanes, and other relevant markings & accessibility for customers to do business. Firemans Contractors continues to operate and increase its customer base and increase sales through various advertising, business networking, cold calls, referrals and repeat customers.

The Company recognizes that building its brand is important to securing a strong standing. Therefore, Firemans Contractors, Inc. will continue focusing to build a brand that encompasses its core values of integrity and quality service with “Contractors You Can Trust®”. The Company’s goal is dedicated to stream-lining the contractor industry and making a difference by providing customers with quality service, using the best products available on the market for long lasting wear and as environmentally friendly as possible. To raise brand awareness among its intended audience, the Company has developed an appealing and memorable logo that it will use throughout its promotional strategy and in its various marketing materials. This will aid in brand reinforcement and the enhanced growth of its name and positive reputation among consumers nationwide.

Operating Results

For the three month periods ended September 30, 2013 and 2012, we have generated revenues of $351,185 and $223,938, respectively. These amounts included $14,048 and 38,143, respectively, of revenues from franchising. We’ve incurred net losses for the same periods of $79,242 and $276,598. Significant reduction in general and administrative expenses, primarily salaries and professional fees, attributed to smaller loss this period compared to a year ago.

~~For~~As ~~the~~of ~~three~~September ~~month periods ended March 31~~30, 2013 ~~and 2012~~, wethe ~~have~~Company ~~generated~~had ~~revenues~~assets of $~~327~~220,~~776~~240, and total liabilities of $~~102~~1,~~195~~451, ~~respectively~~144. As ~~Revenue for the third quarter~~ of ~~fiscal~~June ~~year~~30, 2013 ~~includes $7~~,~~302~~ ofthe ~~revenues~~Company ~~from~~had ~~franchising.~~assets ~~We’ve~~of ~~incurred~~$215,519, ~~net~~and ~~losses~~total ~~for~~liabilities ~~the same periods~~ of $961,~~051 and $242~~375,~~854~~733.

For the nine month periods ended March 31, 2013 and 2012, we have generated revenues of $862,394 and $546,522, respectively. Revenue for the first nine months of fiscal year 2013 includes $84,234 of revenues from franchising. We’ve incurred net losses for the same periods of $646,814 and $706,072.

As of March 31, 2013, the Company had assets of $268,200, and total liabilities of $1,322,016. As of June 30, 2012, the Company had assets of $158,410, and total liabilities of $1,168,255.

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

As of ~~March~~September ~~31,~~30 ~~2013~~ and June 30, ~~2012~~2013, the Company had $204,~~295~~333 and $718,~~008~~112 of cash, respectively. Sales of our common stock and borrowings under the convertible note agreement have been the primary source of these funds.

5We are presently able to meet our obligations as they come due. At September 30, 2013, we had a working capital deficit of $1,265,370, which included $503,581 owed to related parties, mainly for accrued compensation. At June 30, 2013, we had a working capital deficit of $1,199,931, which included $460,480 owed to related parties, mainly for accrued compensation.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

We are presently able to meet our obligations as they come due. At March 31, 2013, we had a working capital deficit of $1,098,797, which included $413,298 owed to related parties, mainly for accrued compensation. At June 30, 2012, we had a working capital deficit of $1,071,378, which included $567,428 owed to related parties, mainly for accrued compensation.

In January of 2011 we secured a line of credit, by executing a Convertible Note Agreement. Under the agreement, the Company can borrow up to $500,000, on as needed basis. Interest on the outstanding balance is due monthly, at a rate of 36% per year, with no schedule set for principal repayments. The Holder of the Note has a right to convert part, or the entire outstanding balance into shares of Company’s common stock at a 30% discount to market price. Unpaid principal and interest outstanding under the Note, is due on January 1, 2014 (one year term, with one year extensions), unless the agreement is further extended, with the consent of both parties. As of March 31, 2013, the Company received $306,000 in six separate installments. We believe this line of credit should be sufficient to ensure that the Company is able to meet its obligations for the next 12 months.

We anticipate that our future liquidity requirements will arise from the need to fund our growth, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional capital or financing on terms satisfactory to us, if at all, to remain a going concern.

Other Items and Conditions

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, or the Exchange Act. This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the Company’s disclosure controls and procedures as of ~~March~~September 3130, 2013.

Based on management’s evaluation, our chief executive officer and chief financial officer concluded that, as a result of the material weaknesses described below, our disclosure controls and procedures are not designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The material weaknesses, which relate to internal control over financial reporting, that were identified are:

Our procedures are insufficient to ensure completeness and timeliness of delivery of relevant information among management and the Board. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis.

We are committed to improving our financial organization, and are in the process of instituting additional control procedures including formalization of communication policy and periodic disclosure meetings.

Changes in internal control over financial reporting

During the quarter ended on ~~March~~September 3130, 2013, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings.

ITEM 1A. RISK FACTORS

Not required.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Information regarding unregistered sales not included in previous reports:

				Exemption
				from	Terms of
Date				regulation	conversion
Sold	Amount	Securities Sold	Consideration	claimed	or exercise
03/06/13	75,766,870	Common Stock	Debt Conversion and fees - $3,031	Reg. D	None
10/16/13	2,757,831	Common Stock	Debt Conversion - $1,655	Reg. D	None
03/13/13	32,200,000	Common Stock	Debt Conversion and fees - $1,610	Reg. D	None
10/17/13	1,460,000	Common Stock	Debt Conversion - $876	Reg. D	None
03/22/13	50,000,000	Common Stock	Debt Conversion - $3,000	Reg. D	None
10/17/13	2,739,726	Common Stock	Debt Conversion - $2,000	Reg. D	None
04/01/13	26,666,667	Common Stock	Debt Conversion - $1,600	Reg. D	None
10/18/13	935,599	Common Stock	Debt Conversion - $524	Reg. D	None
04/02/13	36,666,667	Common Stock	Debt Conversion - $2,200	Reg. D	None
10/21/13	3,180,350	Common Stock	Debt Conversion - $1,908	Reg. D	None
10/21/13	2,727,273	Common Stock	Debt Conversion - $1,800	Reg. D	None
10/21/13	3,500,000	Common Stock	Debt Conversion - $2,100	Reg. D	None
10/24/13	3,800,000	Common Stock	Debt Conversion - $2,090	Reg. D	None
10/25/13	3,636,364	Common Stock	Debt Conversion - $2,000	Reg. D	None
11/06/13	3,809,254	Common Stock	Debt Conversion - $2,095	Reg. D	None
11/06/13	1,922,018	Common Stock	Debt Conversion - $1,057	Reg. D	None
11/06/13	1,539,700	Common Stock	Debt Conversion - $847	Reg. D	None
11/06/13	2,656,250	Common Stock	Debt Conversion - $1,700	Reg. D	None
11/08/13	2,779,221	Common Stock	Debt Conversion - $2,140	Reg. D	None
11/11/13	6,189,603	Common Stock	Debt Conversion - $3,404	Reg. D	None
11/12/13	2,780,645	Common Stock	Debt Conversion - $1,724	Reg. D	None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934.

31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) under the Securities Exchange Act of 1934.

32	Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C., Section 1350.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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 thereunto duly authorized.

	FIREMANS CONTRACTORS, INC.
Date: May 20, 2013	By:	/s/ Renee Gilmore
Date: November 25, 2013	By:	/s/ Renee Gilmore
		Renee Gilmore
		Principal Executive Officer

Date: May 20, 2013	By:	/s/ Nikolay Frolov
Date: November 25, 2013	By:	/s/ Nikolay Frolov
		Nikolay Frolov
		Chief Financial Officer (Principal Financial and Accounting Officer)

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