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United States
Securities and Exchange Commission
Washington, D.C. 20549
 
Form 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2012
 
or
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________.

Commission file number 333-175692

NEW FOUND SHRIMP, INC.
(Name of small business issuer in its charter)
 
Florida
(State or other jurisdiction of incorporation or organization)
 
20-8926549
(I.R.S. Employer Identification No.)

7830 Inishmore Dr., Indianapolis, IN  46214
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (317) 652-3077

Indicate by check mark whether the registrant (1) 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).  o Yes x 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. (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 o No x
 
The number of shares of the issuer’s common stock, par value $.00001 per share, outstanding as of November 13, 2012 was 2,316,000,000.
 


 
 

 
TABLE OF CONTENTS
 
   
Page
 
Part I. Financial Information
     
       
Item 1.
Financial Statements.
    3  
         
 
Balance Sheets for the periods ending September 30, 2012 (unaudited) and December 31, 2011 (audited).
    3  
         
 
Statements of Operations for the three and nine month periods ending September 30, 2012 and 2011 and for the period April 26, 2007 (date of inception) through September 30, 2012 (unaudited).
    4  
         
 
Statement of Change in Shareholders’ Deficit for the period April 26, 2007 (date of inception) through September 30, 2012 (unaudited).
    5  
         
 
Statements of Cash Flows for the nine month periods ending September 30, 2012 and 2011 and for the period April 26, 2007 (date of inception) through September 30, 2012 (unaudited).
    6  
         
 
Notes to Financial Statements (unaudited).
    7  
         
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    12  
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
    14  
Item 4.
Controls and Procedures.
    14  
         
Part II. Other Information.
       
         
Item 1.
Legal Proceedings
    15  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
    15  
Item 3.
Defaults Upon Senior Securities.
    15  
Item 4.
Mine Safety Disclosure.
    15  
Item 5.
Other Information.
    15  
Item 6.
Exhibits.
    16  
         
Signatures
    18  

 
2

 

Part I.  Financial Information
 
Item 1.  Financial Statements.

New Found Shrimp, Inc.
(A Development Stage Company)
 
Balance Sheets
 
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
(unaudited)
   
(audited)
 
ASSETS
           
Current Assets
           
Cash and cash equivalents
  $ 13,768     $ 242  
Total Current Assets
    13,768       242  
                 
TOTAL ASSETS
  $ 13,768     $ 242  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
Accounts payable
  $ 3,225     $ 2,000  
Note payable, related party
    100       100  
Note payable
    3,000       ---  
Total Current Liabilities
    6,325       2,100  
                 
TOTAL LIABILITIES
    6,325       2,100  
                 
Stockholders' Equity (Deficit)
               
Preferred stock: 100,000,000 authorized; $0.00001 par value
               
84,669 and -0- shares issued and outstanding, respectively
    1       ---  
Common stock: 10,000,000,000 authorized; $0.00001 par value
               
2,316,000,000 and 16,000,000 shares issued and outstanding, respectively
    24,600       1,600  
Additional paid in capital
    20,641,999       3,330  
Accumulated deficit during development stage
    (20,659,157 )     (6,788 )
Total stockholders' equity (deficit)
    7,443       (1,858 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 13,768     $ 242  
 
See notes to unaudited financial statements
 
 
3

 
 
New Found Shrimp, Inc.
(A Development Stage Company)
 
Statements of Operations
 
   
For the Three Months Ended
   
For the Nine Months Ended
   
April 26, 2007
(inception)
 
   
September 30,
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
   
2012
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                               
Revenues
  $ ---     $ 250     $ 250     $ 1,750     $ 2,000  
                                         
Operating Expenses
                                       
Professional
    20,597,096       15       20,639,707       1,265       20,642,972  
General and administrative
    1,016       151       2,242       298       7,515  
   Total operating expenses
    20,598,112       166       20,641,949       1,563       20,650,487  
                                         
Net loss from operations
    (20,598,112 )     84       (20,641,699 )     187       (20,650,487 )
                                         
Other income (expense)
                                       
Interest expense
    29,386       ---       (10,670 )     ---       (10,670 )
Change in derivative
    (7,824 )     ---       ---       ---       ---  
Income taxes
    ---       ---       ---               ---  
                                         
Net income (loss)
  $ (20,576,550 )   $ 84     $ (20,652,369 )   $ 187     $ (20,659,157 )
                                         
Basic and diluted loss per share
  $ (0.01 )   $ 0.00     $ (0.03   $ 0.00          
                                         
Weighted average number of
                                       
shares outstanding     2,123,608,696       16,000,000       723,664,234       16,000,000          
 
See notes to unaudited financial statements
 
 
4

 
 
New Found Shrimp, Inc.
(A Development Stage Entity)
STATEMENT OF CHANGE IN SHAREHOLDERS’ DEFICIT
From inception (April 26, 2007) to September 30, 2012
 
                                 
Deficit accumulated
       
                           
Additional
   
during the
       
   
Preferred Stock
   
Common Stock
   
paid-in
   
development
       
   
Shares
   
Par Value
   
Shares
   
Par Value
   
Capital
   
Stage
   
Total
 
                                           
Balance at April 26, 2007 (inception)
    ---     $ ---       ---     $ ---     $ ---     $ ---     $ ---  
                                                         
Issuance common stock in payment of organizational expenses on behalf of the Company, June 30, 2007 at $0.0001 per share (par)
    ---       ---       5,000,000       500       ---       ---       500  
                                                         
Sale of 3,700,000 shares of common stock to various investors at $0.001 per share, August 20, 2007
    ---       ---       3,700,000       370       3,330       ---       3,700  
                                                         
Net loss
    ---       ---       ---       ---       ---       (833 )     (833 )
Balance at December 31, 2007
    ---     $ ---       8,700,000     $ 870     $ 3,330     $ (833 )   $ 3,367  
                                                         
Issuance of common stock for cash to an officer and director at $0.0001 per share (par) September 22, 2008
    ---       ---       7,300,000       730       ---       ---       730  
                                                         
Net loss
    ---       ---       ---       ---       ---       (3,105 )     (3,105 )
Balance at December 31, 2008
    ---     $ ---       16,000,000     $ 1,600     $ 3,330     $ (3,938 )   $ 992  
                                                         
Net loss
    ---       ---       ---       ---       ---       (993 )     (993 )
Balance at December 31, 2009
    ---     $ ---       16,000,000     $ 1,600     $ 3,330     $ (4,930 )   $ ---  
                                                         
Net loss
    ---       ---       ---       ---       ---       ---       ---  
Balance at December 31, 2010
    ---     $ ---       16,000,000     $ 1,600     $ 3,330     $ (4,930 )   $ ---  
                                                         
Net loss
    ---       ---       ---       ---       ---       (1,858 )     (1,858 )
Balance at December 31, 2011
    ---     $ ---       16,000,000     $ 1,600     $ 3,330     $ (6,788 )   $ (1,858 )
                                                         
Issuance of common stock to an officer and director at $0.01 per share for services and control on July 3, 2012
    ---       ---       2,000,000,000       20,000       19,980,000       ---       20,000,000  
                                                         
Issued common stock to various consultants for services on August 16, 2012 at $0.0015 per share.  Shares were issued  under the Stock Option Plan registered on Form S-8 with the SEC on August 8, 2012
    ---       ---       300,000,000       3,000       447,000       ---       450,000  
                                                         
Issued Series A Preferred stock to an officer and director for control on July 3, 2012 at $0.00001 (par)
    1       ---       ---       ---       ---       ---       ---  
                                                         
Issued Series B Preferred stock to non-related parties for cash on July 10, 2012 at $2.50 per share
    8,400       ---       ---       ---       21,000       ---       21,000  
                                                         
Issued Series B Preferred stock to non-related parties for conversion of notes payable and accrued interest on Sep. 27, 2012 at $2.50 per share
    76,268       1       ---       ---       190,669       ---       190,670  
                                                         
                                                         
Net loss
    ---       ---       ---       ---       ---       (20,652,369 )     (20,652,369 )
Balance at September 30, 2012
    84,669     $ 1       2,316,000,000     $ 24,600     $ 20,641,999     $ (20,659,157 )   $ 7,443  
 
See notes to unaudited financial statements
 
 
5

 
 
New Found Shrimp, Inc.
(A Development Stage Entity)
 
STATEMENTS OF CASH FLOWS
 
               
April 26, 2007
 
               
(Inception)
 
   
Nine months ended
   
Through
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
Cash flows from operating activities:
                 
Net income (loss)
  $ (20,652,369 )   $ 187     $ (20,659,157 )
Adjustments to reconcile net loss to net cash
                       
  used in operating activities:
                       
Stock based compensation
    20,640,670       ---       20,641,170  
Change in assets and liabilities:
                       
Accounts payable
    1,225       ---       3,225  
Net cash used in operating activities
    (10,474 )     187       (14,762 )
                         
Cash flows from financing activities:
                       
Proceeds from notes payable
    3,000       100       3,100  
Issuance of common stock
    21,000       ---       25,430  
Net cash provided by financing activities
    24,000       100       28,530  
                         
Net change in cash and cash equivalents
    13,526       287       13,768  
                         
Cash and cash equivalents
                       
Beginning of period
    242       ---       ---  
End of period
  $ 13,768     $ 287     $ 13,768  
                         
Supplemental cash flow information and noncash financing activities:
                       
Cash paid during the period for:
                       
Income taxes
  $ ---     $ ---     $ ---  
Interest
  $ ---     $ ---     $ ---  
                         
Non-cash transactions:
  $ 20,640,670     $ 500     $ 20,641,170  
 
See notes to unaudited financial statements
 
 
6

 
 
NEW FOUND SHRIMP, INC.
(A Development Stage Entity)
Notes to Financial Statements
For the period ending September 30, 2012 and 2011
(Unaudited)
 
NOTE 1. NATURE OF BUSINESS

ORGANIZATION

The Company was incorporated in the State of Indiana as a for-profit Company on April 26, 2007. In September 2012, the Company amended its articles of incorporation and filed with the state of Florida on September 26, 2012 to move its domicile from Indiana to Florida.  It is a development stage company in accordance with FASB ASC 915 Financial Reporting for Development Stage Entities.   The Company was formed to provide consultation to the aquatic farming industry. During the Period ended September 30, 2012, management determined it would better suit the long term goals of the company, to expand its areas of consultation into other industries.  The Company will continue to provide consolidation opportunities for on-going and start up aquatic farming operations as well as other industries as the opportunities are presented. Additionally, the company will assist with the organizational structure, customer service and marketing aspects of their business, allowing our customers to focus on the business aspects of operating the company. The Company desires to eventually gain the classification as a Business Development Company (“BDC”) as designated in the Investment Company Act of 1940.
 
The Company is headquartered in Indianapolis, Indiana.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses.  However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company.  In addition, profitability will ultimately depend upon the level of revenues received from business operations.  However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ADVERTISING
Advertising costs are expensed as incurred.  No advertising costs have been incurred for the three and nine months ended September 30, 2012 or for the period April 26, 2007 (inception) through September 30, 2012.

 
7

 
 
NEW FOUND SHRIMP, INC.
(A Development Stage Entity)
Notes to Financial Statements
For the period ending September 30, 2012 and 2011
(Unaudited)
 
USE OF ESTIMATES
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month periods ended September 30, 2012 and 2011; (b) the financial position at September 30, 2012; and (c) cash flows for the nine month periods ended September 30, 2012 and 2011, have been made.

CASH
The Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash equivalents.  There were no cash equivalents at September 30, 2012 or December 31, 2011.

REVENUE RECOGNITION
The Company derives revenue from consulting arrangements with clients.  Revenue is generated by hourly fee structure or fixed contract costs, based on expected time to complete, additionally, costs incurred may be billed, as defined by the contractual arrangements.  The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

RESEARCH AND DEVELOPMENT
The Company expenses research and development costs when incurred.  Research and development costs include engineering and testing of product and outputs.  Indirect costs related to research and developments are allocated based on percentage usage to the research and development.  We spent $-0- in research and development costs for the period of April 26, 2007 (inception) through September 30, 2012.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE
The Company accounts for income taxes under FASB ASC 740 “Income Taxes.”  Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs.  A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
 
 
8

 
 
NEW FOUND SHRIMP, INC.
(A Development Stage Entity)
Notes to Financial Statements
For the period ending September 30, 2012 and 2011
(Unaudited)
 
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share.  Diluted earnings or loss per share is computed using the weighted average number of shares and diluted potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2012 and at December 31, 2011.  As of September 30, 2012 and at December 31, 2011, the Company had no dilutive potential common shares.

RECENT ACCOUNTING PRONOUNCEMENTS
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.

NOTE 3. INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  As of December 31, 2011 the Company had a loss of $6,788 and for the period April 26, 2007 (Date of Inception) through September 30, 2012, the Company incurred losses of $20,659,157.  The net operating loss in the amount of $20,659,157, resulting from operating activities, result in deferred tax assets of approximately $7,024,113 at the effective statutory rates.  The deferred tax asset has been off-set by an equal valuation allowance.
 
NOTE 4. SHAREHOLDERS' EQUITY

COMMON STOCK
On April 26, 2012 the Company, through approval of its Board of Directors, amended the Articles of Incorporation for the purpose of authorizing additional shares of common and preferred stock.  The amendment changed the authorized common shares from 150,000,000 to 10,000,000,000 with a par value of $0.00001 and authorized 100,000,000 shares of preferred stock with a par value of $0.00001.
 
The Company issued 5,000,000 shares to David Cupp, CEO and sole Director on September 30, 2007 at a par value of $500 in exchange for incorporation services.

The Company sold for cash 3,700,000 shares on August 29, 2007 to 37 shareholders via subscription at a value of $3,700 or $0.001 per share.

The Company issued 7,300,000 shares to David Cupp, CEO and sole Director on September 22, 2008 for cash at a par value of $730 or $0.0001 per share.

 
9

 
 
NEW FOUND SHRIMP, INC.
(A Development Stage Entity)
Notes to Financial Statements
For the period ending September 30, 2012 and 2011
(Unaudited)
 
On July 3, 2012, the Company issued to David R. Cupp one share of our Class A Convertible Preferred Stock (the “Preferred A Stock”) and two billion shares of our Common Stock.  Mr. Cupp was issued the common stock and the Preferred A Stock in connection with and as consideration for his agreement to continue as an officer and director for the Company. The certificate of designations for the Preferred A Stock provides that as a class it possesses a number of votes equal to seventy-five percent (75%) of all votes of capital stock of the Company that could be asserted in any matter put to a vote of the shareholders of the Company.  The Company valued the common stock at the market value, $.01 per share, for a total compensation value of $20,000,000.

On July 10, 2012 the Company issued 8,400 shares of Series B Preferred stock, par value of $0.00001, to non- related parties, in exchange for $21,000 cash ($2.50 per share) together with completed subscription agreements.

On August 8, 2012 the company filed a Form S-8 registration statement with the Security and Exchange Commission.  On the same date the company issued 300,000,000 shares of its common stock to various consultants under its Stock Option Plan, which was filed along with the Form S-8 registration statement, in exchange for $450,000 in services.

On September 27, 2012 the company issued 76,268 shares of its series B preferred stock, par value of $0.00001, to non-related parties for conversion of convertible notes payable along with accrued interest.  The total amount converted into series B preferred stock was $190,670.

There were 2,316,000,000 and 16,000,000 shares of common stock issued and outstanding at September 30, 2012 and at December 31, 2011, respectively.

NOTE 5. RELATED PARTY TRANSACTIONS

On May 18, 2011 David Cupp, CEO and Director opened a bank account with JPMorgan Chase Bank, N.A. and deposited $100.  The amount is documented with a demand note that carries no repayment terms and is non-interest bearing.  Management will review this arrangement, in future period, to determine if terms are required to be formalized to reflect the economic relationship.  The balance due to the related party at September 30, 2012 and December 31, 2011 was $100 and $100, respectively.

In support of the Company’s efforts and cash requirements, it will rely on advances from shareholders and related parties until such time that the Company can support its operations through generation of revenues or attains adequate financing through sales of its equity and/or traditional debt financing. Although the majority shareholder has pledged support, there is no formal written commitment for continued support by shareholders and related parties.  Amounts advanced or amounts paid in satisfaction of liabilities are considered temporary in nature and may not be formalized by a promissory note.  Terms have not been defined and are considered demand notes. The Company recognizes the nature of the financing and the economic benefit and anticipates accruing interest at 3% interest rate on such future advances and loans.  As of September 30, 2012, the loans payable to shareholders were minimal and therefore no interest has been accrued.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The above is not necessarily indicative of the amounts that would have been incurred had a comparable transaction been entered into with independent parties.

 
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NEW FOUND SHRIMP, INC.
(A Development Stage Entity)
Notes to Financial Statements
For the period ending September 30, 2012 and 2011
(Unaudited)
 
NOTE 6. BALANCE SHEET COMPONENTS

Short Term Debt
Notes payable consisted of the following as of September 30, 2012:
 
   
September 30,
2012
 
Line of Credit from Brian Kistler, a non related party.  The loan carries a 0% APR.  Payments can be made at any time.  The line of credit does not have a maturity date.
  $ 1,000  
         
Line of Credit to Robin Hunt, a non related party.  Certain funds were loaned for expenses.  The line of credit carries a 0% interest rate and payments can be made at any time.
    2,000  
         
Total notes payable
  $ 3,000  

NOTE 7. COMMITMENTS AND CONTINGENCY

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 8. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

NOTE 9. SUBSEQUENT EVENTS

In accordance with ASC 855-10, the company has analyzed its operations subsequent to September 30, 2012, through the date these financial statements were issued (date of filing with the Securities and Exchange Commission), and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events discussed above.
 
 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of New Found Shrimp, Inc. for the period ended September 30, 2012 contains certain 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, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by New Found Shrimp, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:
 
1.  
Our business strategy;
2.  
Our financial position;
3.  
The extent to which we are leveraged;
4.  
Our cash flow and liquidity;
5.  
Our inability to obtain additional financing in order to fund our operations, capital expenditures, and to meet our other obligations;
6.  
Our inability to attract and retain key personnel;

Financial information provided in this Form 10-Q, for periods subsequent to December 31, 2011, is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The management’s discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this reports.

Results of Operations for the three and nine months ended September 30, 2012 and September 30, 2011 and for the development stage, April 26, 2007 (date of inception) through September 30, 2012

New Found Shrimp, Inc. (The Company) was organized as of April 26, 2007.  Due to the limited operations during April 26, 2007 (date of inception) through the nine months ended September 30, 2012, the results of operations for the nine months ending September 30, 2012 and 2011 are not comparable.  Accordingly, the results of operations for the three and nine months ended September 30, 2012 and 2011 are not comparable.

 
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Revenues

Total Revenue.  Total revenues for the three and nine months ended September 30, 2012 and 2011 were $0, $250, $250 and $1,750, respectively.  Total revenues consist of consulting fees earned.  Total revenues for the development stage, April 26, 2007 (date of inception) through September 30, 2012 were $2,000.

Operating Expenses

Total Operating Expenses.  Total operating expenses for the three and nine months ended September 30, 2012 and 2011 were $20,598,112, $166, $20,641,949 and $1,563, respectively.  Total operating expenses for the development stage, April 26, 2007 (date of inception) through September 30, 2012 were $20,650,487, which consisted of professional fees and selling, general and administrative expenses.  The changes in operating expenses were due to common stock being issued to the CEO as compensation and for control in the amount of $20,000,000 and consulting agreements with various non-related parties in the amount of $450,000.  All consulting contracts were fully expensed to professional fees during the quarter ending September 30, 2012.

Financial Condition

Total Assets.  Total assets at September 30, 2012 and December 31, 2011 were $13,768 and $242, respectively.  The increase is due to the sale of 8,400 shares of series B preferred stock for $21,000 cash.

Total Liabilities.  Total liabilities at September 30, 2012 and December 31, 2011 were $6,325 and $2,100, respectively.  Total liabilities consist of note payable and accounts payable.  The notes carry a 0% interest rate and payments can be made any time at the discretion of the Company.

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.

The Company sustained a loss of $20,652,369 for the nine months ended September 30, 2012.  The Company had a small net income of $187 for the nine months ended September 30, 2011.  The Company has an accumulated loss of $20,659,157 during the development stage, April 26, 2007 (date of inception) through September 30, 2012.  Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently able to meet our obligations as they come due.  At September 30, 2012 we had minimal assets and working capital of $7,443.  Our working capital is due to the results of operations.

Net cash (used in)/provided by in operating activities for the nine months ended September 30, 2012 and 2011 was $(10,474) and $187, respectively.  Net cash used in operating activities during the development stage, April 26, 2007 (date of inception) through September 30, 2012 was $(14,762).  Net cash used in operating activities includes our net income (loss), accounts payable and services settled in common stock.

Net cash provided by financing activities for the nine months ended September 30, 2012 and 2011 was $24,000 and $100, respectively.  Net cash provided by financing activities for the development stage, April 26, 2007 (date of inception) through September 30, 2012 was $28,530.  Net cash provided by financing activities includes the proceeds from stock sales of $25,430 and proceeds from notes payable and related party of $3,100.

 
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We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, 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 financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our CEO has agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations.  Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations.  We are presently engaged in capital raising activities through one or more private offering of our company’s securities.  We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933.  See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

Off-Balance Sheet Arrangements
 
We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
Item 4. Controls and Procedures.

(a)           Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

With respect to the period ending September 30, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending September 30, 2012, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
 
(b)           Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 
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Part II. Other Information

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the nine month period ending September 30, 2012, the Company did not issue any unregistered shares of its common stock that were not otherwise disclosed on Form S-8 or Form 8-K.
 
Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.
 
 
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Item 6. Exhibits
 
Exhibit Number and Description   Location Reference
         
(a) Financial Statements   Filed Herewith
         
(b) Exhibits required by Item 601, Regulation S-K;    
         
  (3.0) Articles of Incorporation    
         
    (3.1) Amended Articles of Incorporation filed with form 10-Q.   Filed Herewith
           
    (3.2) Bylaws filed with S-1 Registration Statement on July 21, 2011.   See Exhibit Key
           
  (10.0) Material Contracts    
           
    (10.1) Consulting Agreement dated May 24, 2011 Filed with S-1 Registration Statement on July 21, 2011.   See Exhibit Key
           
    (10.2)  Consulting Agreement dated May 8, 2012   See Exhibit Key
           
    (10.3) Consulting Agreement dated May 8, 2012   See Exhibit Key
           
  (11.0) Statement re: computation of per share Earnings.   Note 2 to Financial Stmts.
           
  (14.0) Code of Ethics   See Exhibit Key
           
  (31.1) Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   Filed herewith
           
  (31.2) Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   Filed herewith
           
  (32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   Filed herewith
           
  (32.2) Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   Filed herewith
           
(101.INS)**   XBRL Instance Document   Filed herewith
         
(101.SCH)**   XBRL Taxonomy Ext. Schema Document   Filed herewith
         
(101.CAL)**   XBRL Taxonomy Ext. Calculation Linkbase Document   Filed herewith
         
(101.DEF)**   XBRL Taxonomy Ext. Definition Linkbase Document   Filed herewith
         
(101.LAB)**   XBRL Taxonomy Ext. Label Linkbase Document   Filed herewith
         
(101.PRE)**   XBRL Taxonomy Ext. Presentation Linkbase Document   Filed herewith
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
16

 
 
Exhibit Key
 
3.1     Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission.
     
3.2    Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
     
10.1   Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
     
10.2   Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
     
10.3   Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on May 14, 2012
     
14.0   Incorporated by reference herein to the Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission on July 21, 2011.
 
 
17

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  NEW FOUND SHRIMP, INC.  
       
Date: November 16, 2012
By:
/s/ David R. Cupp  
    David R. Cupp  
    Principal Executive Office, Principal Accounting Officer  
    Chief Financial Officer, Secretary,  
    Chairman of the Board of Directors  
 
 
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