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 June 30,
2015
or
☐ 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: 000-54218
Minn Shares Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
|
37–1615850 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1624 Harmon Place, Suite 210, Minneapolis,
MN 55403
(Address of principal executive offices)(Zip
Code)
(612) 486-5587
(Registrant’s
telephone number, including area code)
No change
(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. Yes x No o.
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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). Yes x No o.
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition
of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
o |
Accelerated filer |
o |
|
|
|
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Non-accelerated filer |
o (do not check if smaller reporting company) |
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). Yes x No o.
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 12, 2015, there were 1,191,348
shares of the registrant’s common stock, par value $0.0001, outstanding.
MINN SHARES INC.
- INDEX -
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Page
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PART I – FINANCIAL INFORMATION |
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Item 1. |
Financial Statements. |
3 |
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Balance Sheets as of June 30, 2015 (Unaudited) and December 31, 2014 |
3 |
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Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2015 and 2014 |
4 |
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Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2015 and 2014 |
5 |
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Notes to Financial Statements |
6 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
9 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
13 |
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Item 4. |
Controls and Procedures. |
13 |
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PART II – OTHER INFORMATION |
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Item 1. |
Legal Proceedings. |
13 |
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Item 1A. |
Risk Factors. |
13 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
13 |
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Item 3. |
Defaults Upon Senior Securities. |
13 |
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Item 4. |
Mine Safety Disclosures. |
13 |
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Item 5. |
Other Information. |
14 |
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Item 6. |
Exhibits. |
14 |
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SIGNATURES |
15 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Minn Shares Inc.
BALANCE SHEETS
| |
June 30,
2015 | | |
December 31, 2014 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 987 | | |
$ | 11,966 | |
Prepaid Expenses | |
| - | | |
| 708 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 987 | | |
$ | 12,674 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Payables and accrued expenses | |
$ | 14,428 | | |
$ | 3,327 | |
Due to Globe Resources Group | |
| 110,994 | | |
| 108,428 | |
Due to related parties | |
| 224,498 | | |
| 219,806 | |
TOTAL CURRENT LIABILITIES | |
| 349,920 | | |
| 331,561 | |
| |
| | | |
| | |
SHAREHOLDERS’ DEFICIT: | |
| | | |
| | |
Preferred
stock, $.0001 par value; 10,000,000 shares authorized, no shares
issued and outstanding | |
| - | | |
| - | |
Common stock,
$.0001 par value; 100,000,000 shares authorized;
1,191,348 shares issued and outstanding | |
| 119 | | |
| 119 | |
Additional paid-in-capital | |
| 594,022 | | |
| 594,022 | |
Accumulated deficit | |
| (943,074 | ) | |
| (913,028 | ) |
TOTAL SHAREHOLDERS’ DEFICIT | |
| (348,933 | ) | |
| (318,887 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
$ | 987 | | |
$ | 12,674 | |
The accompanying notes are an integral
part of these financial statements.
Minn Shares Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
OPERATING EXPENSES | |
$ | 9,148 | | |
$ | 7,748 | | |
$ | 22,806 | | |
$ | 26,518 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING LOSS | |
| (9,148 | ) | |
| (7,748 | ) | |
| (22,806 | ) | |
| (26,518 | ) |
| |
| | | |
| | | |
| | | |
| | |
INTEREST EXPENSE | |
| 3,620 | | |
| 3,172 | | |
| 7,240 | | |
| 6,254 | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS | |
$ | (12,768 | ) | |
$ | (10,920 | ) | |
$ | (30,046 | ) | |
$ | (32,772 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 1,191,348 | | |
| 1,191,348 | | |
| 1,191,348 | | |
| 1,191,348 | |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER COMMON SHARE: | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.03 | ) | |
$ | (0.03 | ) |
The accompanying notes are an integral
part of these financial statements.
Minn Shares Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
| |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | |
| |
Net loss | |
$ | (30,046 | ) | |
$ | (32,772 | ) |
Adjustment to reconcile net loss to net cash used by operating activities: | |
| | | |
| | |
Interest added to due to Globe Resources Group | |
| 2,566 | | |
| 1,583 | |
Interest added to due to related parties | |
| 4,674 | | |
| 4,671 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expense | |
| 708 | | |
| 825 | |
Payables and accrued expenses | |
| 11,101 | | |
| 3,392 | |
| |
| | | |
| | |
Net cash used by operating activities | |
| (10,997 | ) | |
| (22,301 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Due to Globe Resources Group | |
| - | | |
| 15,000 | |
Due to related parties | |
| 18 | | |
| 39 | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| 18 | | |
| 15,039 | |
| |
| | | |
| | |
Net decrease in cash | |
| (10,979 | ) | |
| (7,262 | ) |
| |
| | | |
| | |
Cash – beginning of period | |
| 11,966 | | |
| 7,477 | |
Cash – end of period | |
$ | 987 | | |
$ | 215 | |
The accompanying notes are an integral
part of these financial statements.
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
June 30, 2015
(Unaudited)
The accompanying unaudited financial statements
have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange
Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared
in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been omitted.
In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for
the six month periods ended June 30, 2015 and 2014 are not necessarily indicative of the results that may be expected for the year
ending December 31, 2015. For further information, refer to the Financial Statements and footnotes thereto included in our Form
10-K as of and for the year ended December 31, 2014. The balance sheet at December 31, 2014, has been derived from the audited
financial statements at that date, but does not include all of the information and footnotes required by GAAP.
2. |
Organization and Significant Accounting Policies |
Organization
Minn Shares Inc., a Delaware corporation (the
Company) was incorporated in the State of Delaware on October 22, 2010 to effect the reincorporation of Minn Shares Inc., a Minnesota
corporation (Minn Shares Minnesota) in the State of Delaware.
The current business purpose of the Company
is to seek the acquisition of or merger with an existing company.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ
from those estimates.
Income Taxes
Deferred
income taxes are provided for temporary differences between the financial reporting and tax basis
of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of the enactment.
In evaluating
the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred
income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion
of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on
the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.
Loss Per Common Share
Basic loss per common share is computed by
dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is computed by dividing
net loss by weighted average number of common shares outstanding and common share equivalents when dilutive. There are no common
share equivalents outstanding.
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
June 30, 2015
(Unaudited)
2. | Organization and Significant Accounting Policies cont. |
Fair Value of Financial Instruments
The carrying
value of current financial assets and liabilities approximate their fair values due to their short term nature.
The Company is a shell company, has not earned
any revenues from operations since 2001, suffered recurring losses from operations, and has a shareholders’ deficit. The
Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or
to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when
they come due. The Company’s ability to continue as a going concern is also dependent on its ability to locate a suitable
target company and ultimately enter into a possible reverse merger with such company. Management’s plan includes obtaining
additional funds by equity financing through a reverse merger transaction and/or related party advances, however, there is no assurance
of additional funding being available.
4. | Due to Globe Resources Group |
On May 16, 2013, the Company entered into an
agreement (the “Option Agreement”) with The Globe Resources Group, LLC (“Globe”), pursuant to which Globe
acquired the right to purchase, at any time through the date that is twelve (12) months from the date of the Option Agreement,
controlling shares of the Company’s common stock. Specific details of the Option Agreement are set forth in the Company’s
Form 8-K filed with the SEC on May 22, 2013.
Upon execution of the Option
Agreement, Globe delivered an advance of $59,593 to the Company to cover its expenses during the Option Period, as further
described in the Option Agreement. On May 13, 2014, the Company entered into an agreement to extend the option expiration
date an additional 30 days. In connection with the extension and again on August 7, 2014, Globe delivered advances of
$15,000 and $28,018, respectively, to the Company to cover specific current payables and legal and administrative expenses
related to the extension. On June 5, 2014, the Company received notification that Globe had elected not to exercise its
option to purchase shares of the Company under the Option Agreement. Accordingly, the Option Agreement expired on June 15,
2014.
Due to Globe consisted of advances and
interest payable to Globe. At June 30, 2015 and December 31, 2014, $110,994 and $108,428, including $8,383 and $5,817, respectively
of accrued interest, was owed to Globe. Prior to expiration, the advances bore annual interest at 5%. Interest expense was $1,283
and $839 for the three month and $2,566 and $1,583 for the six month periods ended June 30, 2015 and 2014, respectively.
As required by the Option Agreement, the Company
will seek to find a third party purchaser. If sold, any consideration received will be used first to pay off related selling costs,
and then repay related party payables (see Note 5). Remaining proceeds, if any, shall be used to repay advances made by Globe.
In the event the Company does not consummate a sale with a third party purchaser, no amounts under the loan are payable to Globe.
5. |
Due to Related Parties |
Due to related parties consisted of
advances and expenses paid on behalf of the Company by Paramount Trading, Ltd. (“Paramount”), a company owned by the
Company’s current majority shareholder, and the Company’s President and director. At June 30, 2015 and December 31,
2014, $224,498 and $219,806, including $37,484 and $32,809, respectively of accrued interest, is owed to these related parties.
The loans bear annual interest at 5% and are due on demand. Interest expense was $2,337 and $2,333 for the three month and $4,674
and $4,671 for the six month periods ended June 30, 2015 and 2014, respectively.
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
June 30, 2014
(Unaudited)
At June 30, 2015, the Company had federal net
operating loss carry forwards of approximately $672,000 for income tax purposes that expire starting in 2018. The Company’s
state net operating carry forwards started expiring in 2015. As of June 30, 2015, there is approximately $547,000 in state net
operating loss carryforwards. The Company established a valuation allowance for the full amount of net deferred tax asset at June
30, 2015 because it cannot demonstrate that it is more likely than not that it will realize the benefit of that asset. In addition,
future utilization of the available net operating loss carryforward may be limited under Internal Revenue Code Section 382 as a
result of changes in ownership.
It is the Company’s practice to recognize
penalties and/or interest related to income tax matters in the interest and penalties expense. There are no interest and penalties
recognized in the statements of operations or accrued on the balance sheets.
The Company is subject to U.S. federal, state,
or local income tax examination by tax authorities for all years for which a loss carryforward is utilized in subsequent periods.
7. |
Recent Accounting Pronouncements |
The Company’s management has reviewed
and considered all recent accounting pronouncements and believe there are none that could potentially have a material impact on
the company’s financial condition, results or disclosures.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements
made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Minn Shares
Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included
herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are
based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company
believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate
and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will
be achieved.
Corporate History
Minn Shares Inc.,
a Delaware corporation (“we,” “us,” “our” or the “Company”), was incorporated in
the State of Delaware on October 22, 2010 to effect the reincorporation (the “Reincorporation”) of Minn Shares Inc.,
a Minnesota corporation (“Minn Shares Minnesota”) in the State of Delaware. On December 1, 2010 we entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with Minn Shares Minnesota, pursuant to which Minn Shares Minnesota
was merged with and into the Company. Pursuant to the Merger Agreement, at the time of the merger, Minn Shares Minnesota
ceased to exist and the Company continued as the surviving corporation. As a result, the Company succeeded to all
of the assets, property, rights, privileges, franchises, immunities and powers of Minn Shares Minnesota and assumed all of the
duties, liabilities, obligations and restrictions of every kind. As a result of the Reincorporation, the legal domicile
of the Company is the State of Delaware. It has no subsidiaries and the Company selected December 31 as its fiscal year end. The
Company is currently quoted on the OTCQB maintained by the OTC Markets Group Inc. under the symbol “MSHS”.
Minn Shares Minnesota
was incorporated in the State of Minnesota on January 15, 1987 under the name H. H. & P. Yogurt, Inc., and on September 8,
1994, changed its name to Minn Shares Inc. Minn Shares Minnesota operated two yogurt shops: one in Minneapolis, Minnesota, and
one in St. Paul, Minnesota. Both stores were ultimately closed by October 1990, at which time Minn Shares Minnesota ceased to engage
in the yogurt business, and focused its business on locating a suitable merger or acquisition candidate or investigating the possibility
of becoming a closed-end, non-diversified management company.
In August 1993, Minn
Shares Minnesota filed a registration application with the Securities and Exchange Commission (the “SEC”) to become
a closed-end, non-diversified management company under the Investment Company Act of 1940 (the “Investment Company Act”),
and began activity shortly thereafter. On August 3, 2001, Minn Shares Minnesota filed an Application for Deregistration of Certain
Registered Investment Companies on Form N-8F (the “Form N-8F”), which was subsequently amended on September 14, 2001,
at which time Minn Shares Minnesota requested deregistration. On September 27, 2001, Minn Shares Minnesota’s registration
under the Investment Company Act ceased to be in effect.
Subsequent to the
filing of the Form N-8F, as amended, and deregistration under the Investment Company Act, Minn Shares Minnesota appointed a liquidating
agent to handle the winding-up of its business activities, affairs and obligations, distributing any remaining assets to its shareholders
with the intent to ultimately dissolve Minn Shares Minnesota. All of the remaining net assets were distributed to its shareholders
by the liquidating agent during the period between 2001 through 2009.
In 2009, upon the
approval of Minn Shares Minnesota’s shareholders, Minn Shares Minnesota approved a plan to cancel its dissolution and accepted
an offer from Paramount Trading, Ltd., a Nevada limited liability company (“Paramount”), to purchase a controlling
interest in Minn Shares Minnesota. Subsequently, Minn Shares Minnesota was merged with and into the Company and was reincorporated
in the State of Delaware.
On December 1,
2010, as described above, the Company entered into an Agreement and Plan of Merger, dated December 1, 2010, pursuant to which
the Company issued an aggregate of 1,191,348 shares of common stock to the shareholders of Minn Shares Minnesota in exchange for
the cancellation of 11,913,455 shares of Minn Shares Minnesota common stock issued and outstanding before the Reincorporation.
Since December 2001,
Minn Shares Minnesota has not engaged in any business activities other than for the purpose of collecting and distributing its
assets, paying, satisfying and discharging any existing debts and obligations and doing other acts required to liquidate and wind
up its business and affairs.
Plan of Operation
The Company was reorganized
as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The current business purpose of the Company is to seek the acquisition of or merger with
an existing company. The Company will not restrict any potential candidate targets to any specific business, industry
or geographical location and thus may acquire any type of business. The Company intends to establish a market for freely trading
shares following the conclusion of a successful business combination and commencing business as an operating company.
The Company, pursuant
to SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) qualifies as a “shell
company,” because it has no or nominal assets (other than cash) and no or nominal operations. Our principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate-short term earnings. Management does not intend to undertake any efforts to cause a market to
develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends
to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
In
addition, the Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012
(“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not “emerging growth companies” including, but not limited to, not being required
to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements
of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive
compensation and any golden parachute payments not previously approved.
The Company has also
elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of
the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private companies. As a result of this election, our financial
statements may not be comparable to companies that comply with public company effective dates.
We
will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our
revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period,
(3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities
pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market
value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company”,
as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth
company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller
reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the
Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited
financial statements, instead of three years.
The Company currently
does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring
costs related to:
(i) filing
Exchange Act reports, and
(ii) investigating,
analyzing and consummating an acquisition.
We intend to meet
these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts,
as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period
covered by this report, the Company has $987 in cash. There are no assurances that the Company will be able to secure any additional
funding as needed. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future
profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable
target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional
funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of
additional funding being available.
The Company may consider
acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing
financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve
the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish
a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.
Any target business
that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to
evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess
all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily
to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result
of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset
potential losses from one venture against gains from another.
The Company anticipates
that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available capital, our management believes that there are
numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing
may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive
stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures
and the like through the issuance of stock. Potentially available business combinations may occur in many different industries
and at various stages of development, all of which will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.
Liquidity and Capital Resources
As of June 30, 2015,
the Company had assets equal to $987, comprised of cash. The Company had assets equal to $12,674, comprised of cash and prepaid
expenses, as of December 31, 2014. The Company’s current liabilities as of June 30, 2015 totaled $349,920, comprised
of payables, accrued expenses and amounts due to related parties. This compares to the Company’s total liabilities as of
December 31, 2014 of $331,561, comprised of payables, accrued expenses and amounts due to related parties. The Company can provide
no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company's
cash flows provided by (used in) operating and financing activities:
| |
Six Months Ended June 30,
2015 | | |
Six Months Ended June 30,
2014 | |
Net Cash Used in Operating Activities | |
$ | (10,997 | ) | |
$ | (22,301 | ) |
Net Cash Provided by Financing Activities | |
$ | 18 | | |
$ | 15,039 | |
Net Decrease in Cash | |
$ | (10,979 | ) | |
$ | (7,262 | ) |
The Company has nominal
assets. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations
and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent
upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are
unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Results of Operations
Since December 2001,
the Company has not engaged in any business activities other than for the purpose of collecting and distributing its assets, paying,
satisfying and discharging any existing debts and obligations and doing other acts required to liquidate and wind up its business
and affairs. No revenue has been generated by the Company since 2001. It is unlikely the Company will have any revenues
unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It
is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s
plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
For the three and
six months ended June 30, 2015, the Company had a net loss of $12,768 and $30,046, respectively, comprised of legal, accounting,
audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s periodic
reports and interest expense.
For the three and
six months ended June 30, 2014, the Company had a net loss of $10,920 and $32,772, respectively, comprised of legal, accounting,
audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s periodic
reports and interest expense.
Off-Balance Sheet Arrangements
The Company does
not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.
Contractual Obligations
As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Emerging Growth Company
As an “emerging growth company”
under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company has elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us
to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies
until those standards apply to private companies. As a result of this election, our financial statements may not be comparable
to companies that comply with public company effective dates.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations
and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
As of June 30, 2015,
we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal
financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation,
our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no
changes in our internal controls over financial reporting during the quarter ended June 30, 2015 that have materially affected
or are reasonably likely to materially affect our internal controls.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no material pending
legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of
more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such
proceedings are known to the Registrant to be threatened or contemplated against it.
Item 1A. Risk Factors.
As a “smaller reporting company”
as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
Exhibit No. |
|
Description |
|
|
|
*3.1 |
|
Certificate of Incorporation, as filed with the Delaware Secretary of State on October 22, 2010. |
|
|
|
*3.2 |
|
By-laws. |
|
|
|
31.1 |
|
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. |
|
|
|
31.2 |
|
Certification of the Company’s Principal Financial Officer Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. |
|
|
|
32.1 |
|
Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2 |
|
Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
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 |
In accordance with SEC Release 33-8238, Exhibits 32.1 and
32.2 are being furnished and not filed.
* |
Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the Securities and Exchange Commission on December 10, 2010 and incorporated herein by this reference. |
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.
|
MINN SHARES INC. |
|
|
|
Dated: August 12, 2015 |
By: |
/s/ Richard Gilbert |
|
|
Richard Gilbert |
|
|
President, Secretary and
Principal Executive Officer |
Dated: August 12, 2015 |
By: |
/s/ Greyton Becker |
|
|
Greyton Becker |
|
|
Chief Financial Officer, Treasurer,
Principal Financial Officer and
Principal Accounting Officer |
15
Exhibit 31.1
CERTIFICATION OF THE COMPANY’S
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE
SARBANES-OXLEY ACT OF 2002
I, Richard Gilbert, President of Minn
Shares Inc., certify that:
1. I have reviewed this report
on Form 10-Q of Minn Shares Inc.;
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and I have:
a) Designed such
disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this
report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Date:
August 12, 2015 |
/s/ Richard Gilbert |
|
Richard Gilbert |
|
President
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE COMPANY’S
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE
SARBANES-OXLEY ACT OF 2002
I, Greyton Becker, Chief Financial Officer
of Minn Shares Inc., certify that:
1. I have reviewed this report on Form
10-Q of Minn Shares Inc.;
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and I have:
a) Designed such
disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) Evaluated
the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this
report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
Date: August 12, 2015 |
/s/ Greyton Becker |
|
Greyton Becker |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE COMPANY’S
PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with
the Quarterly Report of Minn Shares Inc. (the "Company") on Form 10-Q for the period ended June 30, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Gilbert, President of the Company,
certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
|
/s/ Richard Gilbert |
|
Richard Gilbert |
|
President
(Principal Executive Officer) |
|
August 12, 2015 |
Exhibit 32.2
CERTIFICATION OF THE COMPANY’S
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection
with the Quarterly Report of Minn Shares Inc. (the "Company") on Form 10-Q for the period ended June 30, 2015 as
filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Greyton Becker, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Greyton Becker |
|
Greyton Becker |
|
Chief Financial Officer
(Principal Financial and Accounting Officer) |
|
August 12, 2015 |