North America Frac Sand, Inc. - FORM 10-K

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - North America Frac Sand, Inc.	Financial_Report.xls
EX-31.1 - CERTIFICATION - North America Frac Sand, Inc.	nfds_ex311.htm
EX-32.1 - CERTIFICATION - North America Frac Sand, Inc.	nfds_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2013

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

For the transition period from ____________to _____________

Commission file number 333-175692

New Found Shrimp, Inc.

(Exact Name of Registrant as specified in its charter)

Florida		20-8926549
(State or jurisdiction of Incorporation or organization		(I.R.S Employer Identification No.)

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

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered

None		N/A

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.00001 par value

(Title of class)

Indicate by check mark the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. o Yes x No

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 of such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the resistant 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation s-K (§ 229.405 of this chapter is not contained herein and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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” “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller company)

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

State the aggregate market value of the voting and non-voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.00

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

35,040,000 as of March 28, 2014, per Transfer Agent, VStock Transfer, LLC, 77 Spruce Street, Ste 201, Cedarhurst, NY 11516.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documents is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980)

NONE

NEW FOUND SHRIMP, INC.

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, 2013

TABLE OF CONTENTS

		Page

Special Note Regarding Forward Looking Statements			3

PART I

Item 1.	Business		4
Item 1A.	Risk Factors		6
Item 1B.	Unresolved Staff Comments		6
Item 2.	Properties		6
Item 3.	Legal Proceedings		6
Item 4.	Mine Safety Disclosures		6

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		7
Item 6.	Selected Financial Data		7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk		10
Item 8.	Financial Statements and Supplementary Data		11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		11
Item 9A.	Controls and Procedures		11
Item 9B.	Other Information		12

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		13
Item 11.	Executive Compensation		14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		15
Item 13.	Certain Relationships and Related Transactions, and Director Independence		16
Item 14.	Principal Accounting Fees and Services		16

PART IV

Item 15.	Exhibits, Financial Statement Schedule		17

Signatures			18

Special Note Regarding Forward Looking Statements.

This annual report on Form 10-K of New Found Shrimp, Inc. for the year ended December 31, 2013 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 statements, 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 cost and effects of legal proceedings.

You should not rely on forward looking statements in this annual report. This annual 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 annual report. Our actual results could differ materially from those anticipated in these forward-looking statements.

PART I

Item 1. Business

New Found Shrimp, Inc., is a Florida corporation, (the "Company"). The Company provides marketing of consulting services primarily to independent aquatic farming operators and other market participants located in the Midwest of the United States of America (the “U.S.”). Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of aquatic farming operations. We have conducted our operations primarily in Indiana.

We were founded in April 2007 and are based in Indianapolis, Indiana. In June of 2012 we changed our domicile from the state of Indiana to the State of Florida. Shortly after formation and during the organizational period in 2007, our CEO and President’s son, was diagnosed with infantile spasms. Consequently, operations were limited, allowing Mr. Cupp to tend to his son’s care. During 2012, our CEO and President’s son was again diagnosed with continuation of the infantile spasms requiring a second brain surgery, thus limiting the time our CEO was able to spend on the implementation of the 12-18 month plan of operations. Therefore, as a result the following is reflective of the delay and is still our current plan.

We have conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of various aquatic farm projects.

We currently conduct our marketing operations primarily in Indiana.

Our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offerings of our company’s securities. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct a private offering under Section 4(2) of the Securities Act of 1933.

The implementation of our business strategy is estimated to take approximately 12-18 months. Once we are able to secure funding, implementation will begin immediately. The major parts of the strategy to be immediately implemented will be the sales and marketing and office equipment and human resource procurement.

Our limited revenues have affected the Company directly. Without a strong or known market demand, it was considered a risk to expand in any new geographical areas, since there was realistic probability that costs and overages would not be recovered upon completion and sales generated.

Marketing Plan

Our marketing initiatives will include:

(a)	utilizing direct response print advertisements placed primarily in small business, entrepreneurial, and special interest magazines;

(b)	affiliated marketing and direct mail;

(c)	promoting our services and attracting businesses through our (proposed) website;

(d)	presence at industry trade shows;

(e)	continue to nurture the relationships we have with our core customers that we have done business with; and,

(f)	seek additional customers coming into the marketplace and create relationships with them.

Industry Overview

Aquaculture Industry

Aquaculture is the farming of aquatic animals or plants. Aquaculture is the fastest growing segment in the food production system and has been for the past two decades. According to a study by the World Food and Agriculture Organization (“FAO”) published March 2, 2009 world fisheries production reached a new high of 143.6 million metric tons, including farmed and ocean caught product. Based on the FAO’s projections, it is estimated that in order to maintain the current level of per capita consumption, global aquaculture production will need to reach in excess of 80 million tons of fish by 2050.

As the availability of sites for aquaculture is becoming increasingly limited and the ability to develop non-agricultural land is often restricted, the competition to develop additional aquaculture production systems is intensifying. As the intensification for aquaculture production systems increases, the demand for institutional support, services, and skilled persons is anticipated to increase, along with the demand for more knowledge-based aquaculture education and training as aquaculture becomes more important worldwide

Shrimp Industry

The United States population is vast, with an annual shrimp consumption of approximately 1.25 billion pounds, approximately 4 pounds per capita. The current average wholesale cost for frozen and delivered shrimp is $3 to $5 per pound, depending on quality and season,. The target market for the Company is to establish assist the establishment of production facilities and distribution networks in metropolitan areas of the United States, as well as international distribution networks through Joint Venture partnerships throughout the world. This should allow the Company to capture a significant portion of shrimp sales by offering locally grown, environmentally “green”, naturally grown, fresh shrimp at competitive wholesale prices.

Fresh Shrimp Market

The Company believes that a substantial market exists for live and fresh shrimp throughout the world. The Company plans to consult and assist to develop aquaculture farm operations to sell shrimp by using distributors or delivering them directly to market by packing the shrimp in salt water or ice, without freezing them. The Company has the added advantage of being able to market its shrimp as fresh, natural and locally grown. Being able to advertise the shrimp as locally grown and the fact that very few resources were used to transport the product provides the Company with an immense marketing advantage over the competition. Many customers are willing to pay a premium for such products.

Strategy for Growth

Our strategy for growth involves increasing our sales force and support staff and expanding our presence to other geographic markets across the United States. We focus on geographic areas, products and price points where we believe there are significant demand for our services and the potential for attractive returns to our company and investors. We currently are selling services primarily in Indiana.

●	Increase Sales. Our growth strategy is to increase our Sales volume by expanding our presence in our current geographic markets and by entering new geographic markets.

●	Internal Growth. We intend to continue to recruit highly-qualified sales professionals and support staff. Our compensation plan will include stock options and stock bonuses for production enhancing our ability to recruit and retain key employees.

In executing our business strategy, we focus on the following elements:

●	Leveraging Technology to Maximize Efficiency. We utilize the internet to give our clients easy access to our company. We will continue to utilize technology to reduce operating costs, improve communication with clients, and centralize data among our branch operations.

●	Promoting Sales & Recruitment Culture. To maintain a culture of continuous growth and recruitment, we have implemented a program whereby employees are encouraged to recruit earning them additional equity ownership.

Expand To New Geographic Markets

While our management will continue to grow its customer base in its existing markets, the Company also intends to expand its market presence, eventually to include all appropriate states.

Initially the Company will penetrate neighboring markets in Illinois and Indiana, where proximity will facilitate its efforts and minimize the need for additional infrastructure. However the Company is currently evaluating entry into Mississippi and Oklahoma. These areas have been selected based on current and projected growth in the aquaculture market.

Item 1A. Risk Factors

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 1B. Unresolved Staff Comments

NONE

Item 2. Properties

We do not own any real property. Our offices are currently located at 7830 Inishmore Drive, Indianapolis, Indiana, the offices of Mr. David R. Cupp, our Chairman, CEO, and President. Mr. Cupp does not receive any remuneration for the use of his offices. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.

As a result of our method of operations and business plan, we do not require personnel other than Mr. Cupp to conduct our business. In the future, we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.

Item 3. Legal Proceedings

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

Item 4. Mine safety disclosures

Not Applicable

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

No public market for common stock

There is presently no public market for our common stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell our securities offered herein should he or she desire to do so when eligible for public resale

Holders

As of February 25, 2014 there were 414 shareholders of record of our common stock.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, that our Board of Directors may deem relevant.

Recent Sales of Unregistered Securities

NONE

Item 6. Selected Financial Data

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report. 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 prospectus.

Our Business Overview

New Found Shrimp, Inc., an Indiana corporation, (the "Company"). The Company provides marketing of consulting services primarily to independent aquatic farming operators and other market participants located in the Midwest of the United States of America (the “U.S.”). Historically, we conducted initial marketing and sales activities to take advantage of opportunities related to time, location and quality of aquatic farming operations. We have conducted our operations primarily in Indiana.

Plan of Operation

Our plan of operation for the next twelve months will be to expand our client base. We daily market our consulting services to small and medium size businesses that are focused on the aquaculture industry. As we continue to grow we will need to raise additional funds. We do anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. NFS does intend to continue to use the income from our current client to continue to meet our operating expenses. We do not have need for the purchase of any property or equipment at this time. NFS will not have any significant changes in the current number of employees.

In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. 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.”

12 Month Growth Strategy and Milestones

While a strategic and wisely executed marketing campaign is the key to expanding our customer base; providing new, cutting-edge, innovative ideas will ensure a solid operation built for long-term success.

The Company planned the milestones over the next twelve months:

0-3 Months	· Create contact plan for current operational farms · Explore online marketing options · Interview producing aquatic farmers

4-6 Months	· Begin development of Online Marketing Website · Hire photographer and determine farm operations to use for literature · Continue design literature explaining our services · Negotiate for online merchant account

7-9 Months	· Finish Website · dd content to website

10-12 Months	· Analyze online marketing and make necessary changes for increased exposure · Prepare for year 2 marketing

Any need for outside services in which we cannot provide will all be initially outsourced in order to cut costs by not having facilities in excess of our needs. The company will not attempt to establish relationships with providers of outsourcing services until the company will be able to utilize such services.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Results of Operations for the year ended December 31, 2013 and December 31, 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 year ended December 31, 2013, the results of operations for the year ended December 31, 2013 and 2012 are not comparable.

Revenues

Total Revenue. Total revenues for the years ended December 31, 2013 and 2012 were $-0- and $250, respectively. Total revenues consist of consulting fees earned.

Expenses

Total Expenses. Total expenses for the years ended December 31, 2013 and 2012 were $122,089 and $20,533,321, respectively. Total expenses consisted of professional fees of $67,089 and $20,520,323, selling, general and administrative expenses of $0 and $2,578, interest expense of $-0- and $10,670 and impairment loss of $55,000 and $-0-, respectively. Negative professional fees were the results of amended contractual agreement. The change was due to consulting contracts that were fulfilled and expensed during the period ending September 30, 2012 and the cancellation of the website development due to non performance.

Financial Condition

Total Assets. Total assets at December 31, 2013 and 2012 were $712 and $133,856, respectively. Total assets consist of cash of $712. The change was due to a reduction in prepaid expenses of $46,250 due to consulting contracts being fulfilled and expensed during the year and the impairment of website development of $75,000.

Total Liabilities. Total liabilities at December 31, 2013 and 2012 were $16,013 and $7,365, respectively. Total liabilities consist of accounts payable of $12,913, note payable to unrelated party of $3,000 and a note payable to the CEO of $100. The change is due to an increase in accounts payable.

Liquidity

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 for the years ended December 31, 2013 and 2012 of $122,089 and $20,533,321, respectively. The Company has an accumulated loss of $20,662,198 during the development stage, April 26, 2007 (date of inception) through December 31, 2013. 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 not able to meet our obligations as they come due. At December 31, 2013 we had working capital deficit of $15,300. Our working capital deficit is due to the results of operations.

Net cash used in operating activities for the years ended December 31, 2013 and 2012 was $7,809 and ($11,636), respectively. Net cash used in operating activities for the development stage April 26, 2007 (date of inception) through December 31, 2013 was ($8,115). Net cash used in operating activities includes our net loss, accounts payable, prepaid expense and impairment of website development.

Net cash provided by financing activities for the years ended December 31, 2013 and 2012 was ($19,702)- and $24,000, respectively. Net cash provided by financing activities for the development stage April 26, 2007 (date of inception) through December 31, 2013 was $8,828. Net cash provided by financing activities includes the proceeds from stock sales of $5,728 and proceeds from notes payable of $3,100.

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 Plan of Operation for the next twelve months is to raise capital to continue to expand our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. 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.”

We have no known demands or commitments and are not aware of any events or uncertainties that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

Capital Resources

We have no material commitments for capital expenditures as of December 31, 2013.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

Because we are a Smaller Reporting Company, we are not required to provide the information required by this item.

Item 8. Financial Statements and Supplementary Data

The report of the independent registered public accounting firm and the financial statements listed on the accompanying index at page F-1 of this report are filed as part of this report and incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

On December 17, 2012 our original auditor from inception, Peter Messineo CPA (“PM”) joined the firm now known as DKM Certified Public Accountants (“DKM”), who became our public registered accounting firm. Their report on our December 31, 2012 was dated April 15, 2013. On April 16, 2013 the Company was notified of termination of the agreement between PM and DKM. An 8-K was filed, upon the election of the Board of Directors, for change to Messineo & Co., CPAs, LLC (“M&Co”); the successor of the original independent registered audit firm registration of PM.

The reports of DKM as of and for the fiscal years ended December 31, 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2012, and through each subsequent period, there have been no disagreements with DKM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of DKM would have caused them to make reference thereto in connection with their report on the financial statements for such years.

Item 9A. Controls and Procedures

(a) Management’s Annual Report on Internal Control over Financial Reporting

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 the U.S. generally accepted accounting principles.

As of December 31, 2013, 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 Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective so as to timely identify correct and disclose information required to be included on our Securities and Exchange Commission (“SEC”) reports 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 management including its Chief Executive Officer and Chief Financial Officer, our sole officer, does not expect that its disclosure controls and procedures, or its internal controls 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 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.

Material weaknesses identified by management included: lack of an audit committee and audit committee financial expert; lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; and, management dominated by a single individual without adequate compensating controls.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Change in internal controls

We have not made any significant changes to our internal controls subsequent to the Evaluation Date. We have not identified any significant deficiencies or material weaknesses or other factors other than those specified above that could significantly affect these controls, and therefore, no corrective action was taken.

Item 9B. Other Information

NONE

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The names and ages of our directors and executive officers are set forth below. Our By Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Name	Age	Position

David R. Cupp	35	President, Secretary and Chairman of the Board of Directors (1)

(1) Mr. Cupp will serve as a director until the next annual shareholder meeting.

Background of Executive Officers and Directors

Mr. Cupp is a 2001 graduate of Ball State University with a Bachelor’s Degree in Secondary Education. He continued his education at Olivet Nazarene University and holds a Master’s Degree in Education. Mr. Cupp has over 11 years of teaching and coaching experience and is currently the girls head basketball coach Avon High School, Indianapolis, Indiana. Mr. Cupp has shown the ability to create a winning team in each of his coaching assignments. Mr. Cupp has participated in many leadership and counseling camps during his tenure as teacher and coach at such prestigious institutions as Duke, Marquette, Ball State, and the University of Illinois. During the past five years Mr. Cupp has been primarily focused on his full time employment as a High School teacher and Girls Basketball coach in Indianapolis, Indiana. Other than the company Mr. Cupp does not have any other business experience.

Mr. Cupp is the founder of the Company and will serve as a Director and as its Chief Executive Officer. He was appointed to these positions on April 27, 2007. We believe that Mr. Cupp’s education as well as the managerial skills he developed in teaching and coaching provides ample qualification for Mr. Cupp to serve as an officer and director for our Company. As a result of his duties and responsibilities with teaching and coaching, Mr. Cupp intends to devote approximately 10 hours per week to the development of our business.

Legal Proceedings

To the best of our knowledge, except as set forth herein, none of the directors or director designees to our knowledge has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Meetings and Committees of the Board of Directors

We do not have a nominating committee of the Board of Directors, or any committee performing similar functions. Nominees for election as a director are selected by the Board of Directors.

We do not yet have an audit committee or an audit committee financial expert. We expect to form such a committee composed of our non employee directors. We may in the future attempt to add a qualified board member to serve as an audit committee financial expert in the future, subject to our ability to locate and compensate such a person. Despite the lack of an audit committee, those members of the board of directors that would otherwise be on our audit committee will continue to analyze and investigate our actual and potential businesses prospects as members of our board of directors. Furthermore, our entire board of directors is aware of the importance of the financial and accounting due diligence that must be undertaken in furtherance of our business and they intend to conduct a comprehensive accounting financial analysis of the Company’s business.

Item 11. Executive Compensation

The following table sets forth information concerning the annual and long term compensation of our Chief Executive Officer, and the executive officers who served at the end of the fiscal year December 31, 2013, for services rendered in all capacities to us. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” Currently, we have no employment agreements with any of our Directors or Officers. All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.

SUMMARY COMPENSATION TABLE

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)
Name and principal position	Year	Salary		Bonus		Stock Awards		Option Awards		Non-equity incentive plan compensation		Nonqualified deferred compensation earnings		All other compensation		Total
		($)		($)								($)		($)

David R. Cupp (1), President	2012		-0-		-0-		40,001		-0-		-0-		-0-		-0-		-0-
David R. Cupp (1), President	2013		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Secretary and Chairman of the Board of Directors

(1)	There is no employment contract with Mr. Cupp at this time. Nor are there any agreements for compensation in the future. A salary and stock option and/or warrants program may be developed in the future

(2)	The restricted stock was valued at the last trade price on the day of issuance in accordance with ASC 718.

Director Compensation

(a)	(b)		(c)		(d)		(e)		(f)		(g)(2)		(h)
Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
	($)		($)		($)		($)		($)		($)		($)

David R. Cupp		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Compensation Committee Interlocks and Insider Participation

Currently our Board of Directors consist of Mr. David R. Cupp. We are not actively seeking additional board members at this time. At present, the Board of Directors has not established any committees.

Director Compensation

There are currently no compensation arrangements in place for members of the board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2013, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)		Percent of Class (2)

Common Stock	David R. Cupp 7830 Inishmore Dr. Indianapolis, IN 46241		40,000		0.001	%

Common Stock	All Executive Officers and Directors as a Group (1)		40,000		0.001	%

(1)	The percentages are based on of 46,288 shares of common stock issued and outstanding as of the date of this report

(2)	A total of 35,040,000 shares of our common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d) (1).

Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons, Promoters and Certain Control Persons

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 forty thousand (40,000), post reverse split, 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.

Our offices are currently located at 7830 Inishmore Drive, Indianapolis, Indiana, the offices of Mr. David R. Cupp, our Chairman, CEO, and President. Mr. Cupp does not receive any remuneration for the use of his offices.

Promoter

The company does not have any promoters other than our CEO, David R. Cupp.

Future Transactions

Future transactions with our officers, directors or greater than five percent stockholders will be on terms no less favorable to us than could be obtained from independent third parties, and all such transactions will be reviewed and subject to approval by our board of directors.

Director Independence

We do not presently have any independent directors. We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company. Our Board of Directors is comprised of our President, David R. Cupp who also serves as our Secretary/ Treasurer. Mr. Cupp is currently majority shareholder of the company’s common equity. We intend to seek independent directors for our board of directors when the market conditions improve and we are able to provide compensation for our board of director members.

Item 14. Principal Accounting Fees and Services

	2013		2012
Audit fees		5,000		4,750
Audit related fees		---		---
Tax fees		---		---
All other fees		---		---

The Company does not currently have an audit committee. The normal functions of the audit committee are handled by the board of directors, which consists of our sole director only.

PART IV

Item 15. Exhibits, Financial Statement Schedule

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 on July 31, 2012.	See Exhibit Key

		(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 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 Certification of Chief Financial 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

Exhibit Key

3.1		Incorporated by reference herein to the Company’s Form 10-Q filed with the Securities and Exchange Commission on July 31, 2012.

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.

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

NEW FOUND SHRIMP, INC.

NAME	TITLE	DATE

/s/ David Cupp	Principal Executive Officer,	March 31, 2014
David Cupp	Principal Accounting Officer, Chief Financial Officer, Secretary and Chairman of the Board of Directors

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants

Which Have Not Registered Securities Pursuant to Section 12 of the Act

NONE

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firms		F-2

Balance Sheets at December 31, 2013 and December 31, 2012		F-4

Statements of Operations for the years ended December 31, 2013 and 2012 and the period April 26, 2007 (date of inception) through December 31, 2013		F-5

Statements of Changes in Shareholders’ Equity for the period April 26, 2007 (date of inception) through December 31, 2013		F-6

Statements of Cash Flows for the years ended December 31, 2013 and 2012 and the period April 26, 2007 (date of inception) through December 31, 2013		F-8

Notes to Audited Financial Statements		F-9

F-1

Messineo & Co., CPAs LLC

2471 N McMullen Booth Road, Suite. 302

Clearwater, FL 33759-1362

T: (518) 530-1122

F: (727) 674-0511

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:

New Found Shrimp, Inc.

We have audited the accompanying balance sheet of New Found Shrimp, Inc. as of December 31, 2013 and the related statements of operations, stockholders' deficit and cash flows for the year then ended and the period April 26, 2007 (date of inception) through December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The 2012 financial statements were audited by a predecessor independent registered accounting firm that issued an unqualified opinion on April 15, 2013, except for substantial doubt for the Company’s ability to continue as a going concern.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Found Shrimp, Inc. as of December 31, 2013, and the results of its operations and its cash flows for the period April 26, 2007 (date of inception) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has recurring losses and negative cash flows from operating activities, and both a working capital deficit, and stockholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co., CPAs, LLC

Clearwater, Florida

March 31, 2014

F-2

2451 N McMullen Booth Rd Ste. 308

Clearwater, FL 33759-1352

Toll Free: (855) 334-0934

Main: (727) 444-1901

Cell: (727) 452-4803

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

New Found Shrimp, Inc.

Indianapolis, IN

We have audited the accompanying balance sheet of New Found Shrimp, Inc. as of December 31, 2012 and the related statements of operations, stockholders' deficit and cash flows for the year then ended and the period April 26, 2007 (date of inception) through December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of New Found Shrimp, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended and for the period April 26, 2007 (date of inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

DKM Certified Public Accountants

Clearwater, Florida

April 15, 2013

F-3

New Found Shrimp, Inc.

(A Development Stage Company)

Balance Sheets

	December 31,			December 31,
	2013			2012
	(audited)			(audited)
ASSETS
Current Assets
Cash and cash equivalents	$	712		$	12,606
Prepaid Expense		---			46,250
Total Current Assets		712			58,856

Non-current Assets
Net Intangible Assets		---			75,000
TOTAL ASSETS	$	712		$	133,856

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable	$	12,913		$	4,265
Note payable, related party		100			100
Note payable		3,000			3,000
Total Current Liabilities		16,013			7,365

TOTAL LIABILITIES		16,013			7,365

COMMITMENTS AND CONTINGENCIES (Note 8)

Stockholders' Equity (Deficit)
Preferred stock: 100,000,000 authorized; $0.00001 par value
76,648 and 84,669 shares issued and outstanding, respectively		1			1
Common stock: 10,000,000,000 authorized; $0.00001 par value
35,040,000 and 46,288 shares issued and outstanding, respectively		350			---
Additional paid in capital		20,646,546			20,666,599
Accumulated deficit during development stage		(20,662,198	)		(20,540,109	)
Total stockholders' equity (deficit)		(15,301	)		126,491

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	712		$	133,856

See notes to audited financial statements

F-4

New Found Shrimp, Inc.

(A Development Stage Entity)

STATEMENTS OF OPERATIONS

							April 26, 2007
							(Inception)
	Year Ended			Year Ended			Through
	December 31,			December 31,			December 31,
	2013			2012			2013
Revenues:
Net sales	$	---		$	250		$	2,000
Total revenues	$	---		$	250		$	2,000

Cost and expenses:
Professional fees		67,089			20,520,323			20,591,263
Impairment loss		55,000						55,000
Selling, general & administrative expenses		---			2,578			7,265
Total operating expenses		122,089			20,522,901			20,653,528
Income (loss) from Operations		(122,089	)		(20,522,651	)		(20,596,528	)

Other income (expense)
Interest expense		---			(10,670	)		(10,670	)
Income tax		---			---			---
Net income (loss)	$	(122,089	)	$	(20,533,321	)	$	(20,662,198	)

Income (loss) per common shares – basic and diluted	$	(0.05	)	$	(443.60	)

Basic and diluted weighted average number of Common shares outstanding		2,588,974			46,288

See notes to audited financial statements

F-5

New Found Shrimp, Inc.

(A Development Stage Entity)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

From inception (April 26, 2007) to December 31, 2013

											Deficit accumulated
									Additional		during the
	Preferred Stock				Common Stock				paid-in		development
	Shares		Par Value		Shares		Par Value		Capital		Stage			Total

Balance at April 20, 2007 (inception)		---	$	---		---	$	---	$	---	$	---		$	---

Issuance common stock in payment of organizational expenses on behalf of the Company, June 30, 2007 at $0.0001 per share (par)		---		---		100		---		500		---			500

Sale of 3,700,000 shares of common stock to various investors at $0.001 per share, August 20, 2007		---		---		74		---		3700		---			3,700

Net loss		---		---		---		---		---		(833	)		(833	)
Balance at December 31, 2007		---	$	---		174	$	---	$	4,200	$	(833	)	$	3,367

Issuance of common stock for cash to an officer and director at $0.0001 per share (par) September 22, 2008		---		---		146		---		730		---			730

Net loss		---		---		---		---		---		(3,105	)		(3,105	)
Balance at December 31, 2008		---	$	---		320	$	---	$	4,930	$	(3,938	)	$	992

Net loss		---		---		---		---		---		(993	)		(993	)
Balance at December 31, 2009		---	$	---		320	$	---	$	4,930	$	(4,930	)	$	---

Net loss		---		---		---		---		---		---			---
Balance at December 31, 2010		---	$	---		320	$	---	$	4,930	$	(4,930	)	$	---

Net loss		---		---		---		---		---		(1,858	)		(1,858	)
Balance at December 31, 2011		---	$	---		320	$	---	$	4,930	$	(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		---		---		40,000		---		20,000,000		---			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		---		---		6,000		---		450,000		---			450,000

Issued Series A Preferred stock to an officer and director for control on July 3, 2012 at $0.00001 (par)		1		---		---		---		---		---			---

F-6

New Found Shrimp, Inc.

(A Development Stage Entity)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

From inception (April 26, 2007) to December 31, 2013

Deficit accumulated

Additional

during the

Preferred Stock

Common Stock

paid-in

development

Par Value

Capital

Stage

Total


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

The Company facilitated 1 to 50,000 reverse stock split declared effective on December 28, 2012 by FINRA adjustment for fractional shares	---			---	(32	)		---		---			---			---

Net loss	---			---	---			---		---			(20,533,321	)		(20,533,321	)
Balance at December 31, 2012	84,669		$	1	46,288		$	---	$	20,666,599		$	(20,540,109	)	$	126,491

Cancellation of 8,000 shares of Series B Preferred stock due to non performance of contract on November 5, 2013	(8,000	)		---	---			---		(20,000	)		---			(20,000	)

On December 4, 2013 the Company issued 29,743,712 shares of restricted common stock to Davisson and Associates escrow to facilitate an anticipated acquisition.	---			---	29,743,712			297		---			---			297

The Company converted 21 shares of Series B Preferred stock from non-related parties into 5,250,000 shares of unrestricted common stock at par $0.00001 on December 9, 2013	(21	)		---	5,250,000			53		(53	)		---			---

Net loss	---			---	---			---		---			(122,089	)		(122,089	)

Balance at December 31, 2013	76,648		$	1	35,040,000		$	350	$	20,646,546		$	(20,662,198	)	$	(15,301	)

See notes to audited financial statements

F-7

New Found Shrimp, Inc.

(A Development Stage Entity)

STATEMENTS OF CASH FLOWS

							April 26, 2007
							(Inception)
	Year Ended			Year Ended			Through
	December 31,			December 31,			December 31,
	2013			2012			2013

Cash flows from operating activities:
Net (loss)	$	(122,089	)	$	(20,533,321	)	$	(20,662,198	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		---			20,640,670			20,641,170
Impairment if intangible website		55,000			---			55,000
Escrow costs		297			---			297
Changes in assets and liabilities:
Prepaid expense		46,250			(46,250	)		---
Intangible website		---			(75,000	)		(75,000	)
Accounts payable		8,648			2,265			12,913
Net cash (used in) provided by operating activities		11,894			(11,636	)		(27,818	)

Cash flows from financing activities:
Proceeds from notes payable		---			3,000			3,100
Proceeds from equity issuances		---			21,000			25,430
Net cash provided by financing activities		---			24,000			28,530

Net change in cash and cash equivalents		(11,893	)		12,364			712

Cash and cash equivalents
Beginning of period		12,606			242			---
End of period	$	712		$	12,606		$	712

Supplemental cash flow information and noncash financing activities:
Cash paid during the period for:
Income taxes	$	---		$	---		$	---
Interest	$	---		$	---		$	---

Non-cash transactions:
Cancelation of share agreement	$	20,000		$	---		$	20,000

See notes to audited financial statements

F-8

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

NOTE 1. NATURE OF BUSINESS

ORGANIZATION

The Company was incorporated in the State of Indiana as a for-profit Company on April 26, 2007. It is a development stage company in accordance with FASB ASC 915, Development Stage Entities. The Company was formed to provide consultation to the aquatic farming industry. The Company will provide consolidation opportunities for on-going and start up aquatic farming operations. The Company’s approach will be to assist aquatic farming operations with the organizational structure, customer service and marketing aspects of their business, allowing our customers to focus on the business aspects of operating the farms.

The Company is headquartered in Indianapolis, Indiana.

NOTE 2. 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

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE COMPANY

The Company is a development stage company as defined by section FASB ASC 915, Development Stage Entities. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

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.

F-9

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

CASH AND CASH EQUIVALENTS

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. Cash and cash equivalents totaled $712 and $12,606 at December 31, 2013 and 2012, respectively.

CASH FLOWS REPORTING

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

INTANGIBLE ASSETS

The Company has applied the provisions of ASC topic 350 – Intangible – goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years, to begin upon the operational commencement. Intangible assets consist of website development cost. The balance at December 31, 2013 and 2012 was $-0- and $75,000, respectively.

IMPAIRMENT OF LONG- LIVED ASSETS

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets. At December 31, 2013 the Company recorded an impairment loss of $55,000 for the development of a website due to non performance.

FINANCIAL INSTRUMENTS

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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

·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

F-10

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

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 ASC 605-, 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 December 31, 2013.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of 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. 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. No deferred tax assets or liabilities were recognized as of December 31, 2013 or December 31, 2012.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with 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 December 31, 2013 and at December 31, 2012. As of December 31, 2013 and at December 31, 2012, the Company had no dilutive potential common shares.

SHARE-BASED EXPENSE

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

F-11

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the periods ended December 31, 2013 and 2012 totaled $-0- and $20,640,670, respectively.

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.

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

NOTE 4. INCOME TAXES

At December 31, 2013, the Company had a net operating loss carry–forward for Federal income tax purposes of $20,662,198 that may be offset against future taxable income through 2031. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of $7,025,147, calculated at an effective tax rate of 34%, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $7,025,147.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

The Company has open tax periods, subject to IRS audit for the years 2009 through 2013.

NOTE 5. SHAREHOLDERS' EQUITY

COMMON STOCK

The Company has been authorized to issue 10,000,000,000 shares of common stock, $0.00001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

The Company effected a 1 to 50,000 reverse stock split, declared effective on December 28, 2012 by FINRA. All shares and per shares presented have been adjusted to reflect the reverse stock split.

On December 4, 2013 the Company issued 29,743,712 shares of restricted common stock to Davisson and Associates escrow to facilitate an anticipated acquisition. The shares have been issued in certificate form in trust. In the event that the acquisition is not consummated, the shares will be returned into escrow, less fees incurred. There has been no expense or change in control recognized. We anticipate the completion of the acquisition in subsequent period.

F-12

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

During the month of December the Company allowed several non-related parties to convert a total of 21 shares of Series B Preferred stock into 5,250,000 unrestricted shares of common stock. The conversion rate was done at par, $0.00001 according to the stated articles of designation.

At December 31, 2013 and December 31, 2012 there were 35,040,000 and 46,288 shares of common stock issued and outstanding, respectively.

PREFERRED STOCK

The Company has been authorized to issue 100,000,000 shares of $0.00001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation.

Series A: 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.

Series B: The certificate of designation for the Preferred B Stock provides that as a class shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. Each share of Series B Preferred Stock shall be convertible, at any time, and/or from time to time, into the number of shares of the Corporation’s Common Stock, par value $0.00001 per share, equal to the price of the Series B Preferred Stock, divided by the par value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the “Conversion Rate”).

On November 5, 2013 the Company cancelled 8,000 shares of Series B Preferred stock from a non-related party for non performance of a contract.

At December 31, 2013 and December 31, 2012 there was 1 share of Series A Convertible Preferred Stock issued and outstanding.

At December 31, 2013 and December 31, 2012 there were 76,647 and 84,668 shares of Series B Convertible Preferred Stock issued and outstanding, respectively.

OPTIONS AND WARRANTS

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

NOTE 6. RELATED PARTY TRANSACTIONS

EQUITY TRANSACTIONS

The Company issued 100 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 issued 146 shares to David Cupp, CEO and sole Director on September 22, 2008 for cash at a par value of $730 or $0.00001 per share.

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 40,000 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.

F-13

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

NOTES TO AUDITED FINANCIAL STATEMENTS

NOTES PAYABLE

On May 18, 2011 David Cupp loaned the Company $100 with no stated interest rate, payment terms and is due on demand. Amounts due to related parties at September 30, 2013 and December 31, 2012 totaled $100, respectively.

OTHER

The sole officer and director of the Company is 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 Company has been provided office space by a member of the Board of Directors at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

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

NOTE 7. NOTES PAYABLE

Notes payable consisted of the following as of December 31, 2013 and 2012:

	December 31, 2013			December 31, 2012

Demand note from Brian Kistler. The note has no stated interest rate and no maturity date.	$	1,000			1,000

Demand note from Robin Hunt. The note has no stated interest rate and no maturity date.		2,000			2,000

Total notes payable	$	3,000			3,000
Less current portion		(3,000	)		(3,000	)
Long-term potion	$	---			---

NOTE 8. COMMITMENTS AND CONTINGENCIES

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 9. SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

F-14

Attached files

North America Frac Sand, Inc. Reports

Also read