Attached files

file filename
EX-31.2 - CERTIFICATION - MINN SHARES INCf10q0912ex31ii_minnshares.htm
EXCEL - IDEA: XBRL DOCUMENT - MINN SHARES INCFinancial_Report.xls
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR9.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR5.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR7.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR8.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR2.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR3.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR6.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR1.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR4.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR11.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR16.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR15.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR13.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR12.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR14.htm
XML - IDEA: XBRL DOCUMENT - MINN SHARES INCR10.htm
EX-32.1 - CERTIFICATION - MINN SHARES INCf10q0912ex32i_minnshares.htm
EX-32.2 - CERTIFICATION - MINN SHARES INCf10q0912ex32ii_minnshares.htm
EX-31.1 - CERTIFICATION - MINN SHARES INCf10q0912ex31i_minnshares.htm
 


FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012
 
OR

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 000-54218
 
Minn Shares Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
37–1615850
 (State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
  Identification Number)
 
1624 Harmon Place, Suite 210, Minneapolis, MN 55403
 (Address of principal executive offices)

(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
 
 
Non-accelerated filer
o
Smaller reporting company
x
 
 
(Do not check if a smaller reporting company)
       
 
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 November 8, 2012, there were 1,191,348 shares of the registrant’s common stock, par value $.0001, outstanding.
 
 
 

 
 
 
MINN SHARES INC.
 
- INDEX -

   
Page
PART I – FINANCIAL INFORMATION:
 
     
Item 1.
Financial Statements:
 
     
 
Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011
1
     
 
Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2012 and 2011
2
     
 
Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2012 and 2011
3
     
 
Notes to Financial Statements
4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
6
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9
     
Item 4.
Controls and Procedures
9
     
PART II – OTHER INFORMATION:
 
     
Item 1.
Legal Proceedings
10
     
Item 1A.  
Risk Factors
10
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10
     
Item 3.
Defaults Upon Senior Securities
10
     
Item 4.
Mine Safety Disclosures
10
     
Item 5.
Other Information
10
     
Item 6.
Exhibits
10
     
Signatures
 
11
 
 
 
 

 
 
PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

Minn Shares Inc.
BALANCE SHEETS


   
September 30,
2012
   
December 31,
2011
 
   
(Unaudited)
         
ASSETS
 
CURRENT ASSETS:
               
Cash
 
$
590
   
$
318
 
Prepaid Expenses
   
2,832
     
-
 
                 
TOTAL ASSETS
 
$
3,422
   
$
318
 
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
 
                 
CURRENT LIABILITIES:
               
Payables and accrued expenses
 
$
4,012
   
$
6,578
 
Due to related parties
   
192,112
     
146,777
 
Total Current Liabilities
   
196,124
     
153,355
 
                 
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
   
(786,843
)
   
(747,178
)
Total Shareholders’ Deficit
   
(192,702
)
   
(153,037
)
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
 
$
3,422
   
$
318
 
 
The accompanying notes are an integral part of these financial statements.
 
 
1

 
 

Minn Shares Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
 
   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2012
   
2011
     
2012
     
2011
 
                                 
OPERATING EXPENSES
 
$
5,115
   
$
9,411
   
$
34,174
   
$
63,687
 
                                 
OPERATING LOSS
   
(5,115
)
   
(9,411
)
   
(34,174
)
   
(63,687
)
                                 
INTEREST EXPENSE
   
2,134
     
1,525
     
5,491
     
3,960
 
                                 
NET LOSS
 
$
(7,249
)
 
$
(10,936)
   
$
(39,665)
   
$
(67,647
)
                                 
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)
   
$
(0.00)
   
$
(0.03)
   
$
(0.06)
 
 
The accompanying notes are an integral part of these financial statements.
 
 
2

 
 
 
Minn Shares Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended
September 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
               
Net loss
 
$
(39,665
)
 
$
(67,647
)
Adjustment to reconcile net loss to net cash used by operating activities:
               
Interest added to due to related parties
   
5,880
     
3,765
 
Changes in operating assets and liabilities:
               
Prepaid expense
   
(2,832
)
   
                 -
 
Payables and accrued expenses
   
       (2,566
)
   
(20,829
)
                 
Net cash used by operating activities
   
(39,183)
     
(84,711
)
                 
Cash flows from financing activities:
               
      Decrease in checks issued in excess of deposits
   
-
     
(1,616)
 
Due to related parties
   
39,455
     
86,532
 
                 
Net cash provided by financing activities
   
39,455
     
84,916
 
                 
Net increase in cash
   
272
     
205
 
                 
Cash – beginning of period
   
318
     
-
 
Cash – end of period
 
$
590
   
$
205
 
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
1.  Basis of Presentation

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 three and nine month periods ended September 30, 2012 and 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. 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, 2011. The balance sheet at December 31, 2011, 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 GAAP 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.

3.  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.  There are no common share equivalents outstanding.

 
4

 

Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 

4.   Recent Accounting Pronouncements

In December 2010, FASB issued Accounting Standards Update (ASU) No. 2010-29, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. If a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplementary pro forma disclosures. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. ASU 2010-29 will only affect the Company if there are future business combinations.

5.  Going Concern

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.

6.  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 September 30, 2012 and December 31, 2011, $192,112 and $146,777, including $11,840 and $5,960, 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 $2,134 and $1,525 for the three month and $5,880 and $3,765 for the nine month periods ended September 30, 2012 and 2011, respectively.

7.  Income Taxes

At September 30, 2012 the Company had net operating loss carryforwards of approximately $516,000 for income tax purposes that expire starting in 2018.  The Company established a valuation allowance for the full amount of net deferred tax asset at September 30, 2012 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.

 
5

 
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.

Description of Business

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 and description of Minn Shares Minnesota.  Minn Shares Minnesota then ceased to exist.  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 Over-the-Counter Bulletin Board under the symbol “MSHS.OB”.
 
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.
 
 
6

 
 
 
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.

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.
 
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.
 
The Company intends to meet these costs through use of funds in its treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by its stockholders, management or other investors. As of the date of the period covered by this report, the Company has $590 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however, 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 dependant on its 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.
 
 
7

 
 
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, the Company 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, the Company may effect a business combination with an entity in an industry characterized by a high level of risk, and, although its management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that it will properly ascertain or assess all significant risks. The Company management anticipates that it will likely be able to effect only one business combination, due primarily to its limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of its 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 the Company, because it will not permit this 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 September 30, 2012, the Company had assets equal to $3,422, comprised of cash and prepaid expenses. The Company had assets equal to $318, comprised exclusively of cash, as of December 31, 2011.  The Company’s current liabilities as of September 30, 2012 totaled $196,124, comprised of payables, accrued expenses and amounts due to related parties. This compares to the Company’s total liabilities as of December 31, 2011 of $153,355, 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:

   
Nine Months Ended
September 30,
2012
   
Nine Months Ended
September 30,
2011
 
Net Cash Used by Operating Activities
 
$
(39,183
)
 
$
(84,711
)
Net Cash Provided by Financing Activities
 
$
39,455
   
$
84,916
 
Net Increase in Cash
 
$
272
   
$
205
 

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.
 
 
8

 
 
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 nine months ended September 30, 2012, the Company had a net loss of $7,249 and $39,665, 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 nine months ended September 30, 2011, the Company had a net loss of $10,936 and $67,647, respectively, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s Registration Statement on Form 10-12G in December of 2010, the Company’s Annual Report on Form 10-K in March 2011, the Company’s Quarterly Report on Form 10-Q in May 2011, and the Company's Quarterly Report on Form 10-Q in August 2011 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.

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

The Company maintains 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 its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of September 30, 2012, the Company carried out an evaluation, under the supervision and with the participation of the principal executive officer and our principal financial officer of the effectiveness of the design and operation of its disclosure controls and procedures. Based on this evaluation, its principal executive officer and our principal financial officer concluded that its 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 the Company's internal controls over financial reporting during the quarter ended September 30, 2012 that have materially affected or are reasonably likely to materially affect its internal controls.
 
 
9

 
 
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.

(a)  Exhibits required by Item 601 of Regulation S-K.
 
 
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 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 September 30, 2012.
       
 
31.2
 
Certification of the Company’s Principal Financial Officer 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 September 30, 2012.
       
 
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.
 
*
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.

 
10

 
 
 
 
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: November [__], 2012
By:
/s/ Richard Gilbert
   
Richard Gilbert
   
President, Secretary and Chairman of the Board
and Principal Executive Officer
 
Dated: November [__], 2012
By:
/s/ Greyton Becker
   
Greyton Becker
   
Chief Financial Officer, Treasurer
Principal Financial Officer and
Principal Accounting Officer
     
 
 
 11