UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 000-54218
Minn Shares Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 37–1615850 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1624 Harmon Place, Suite 210, Minneapolis, MN 55403
(Address of principal executive offices) (Zip Code)
(612) 486-5587
(Registrant’s telephone number, including area code)
No change
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer | ☐ (do not check if smaller reporting company) | 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 ☒ No ☐.
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of May 12, 2016, there were 1,191,348 shares of the registrant’s common stock, par value $0.0001, outstanding.
MINN SHARES INC.
INDEX
| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 1 |
| Balance Sheets as of March 31, 2016 (Unaudited) and December 31, 2015 | 1 | |
| Statements of Operations (Unaudited) for the Three Months Ended March 31, 2016 and 2015 | 2 | |
| Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2016 and 2015 | 3 | |
| Notes to Financial Statements | 4 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 6 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 4. | Controls and Procedures. | 10 |
PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings. | 11 |
| Item 1A. | Risk Factors. | 11 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 11 |
| Item 3. | Defaults Upon Senior Securities. | 11 |
| Item 4. | Mine Safety Disclosures. | 11 |
| Item 5. | Other Information. | 11 |
| Item 6. | Exhibits. | 12 |
| SIGNATURES | 13 | |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Minn Shares Inc.
BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 1,017 | $ | 17 | ||||
| TOTAL ASSETS | $ | 1,017 | $ | 17 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Payables and accrued expenses | $ | 19,240 | $ | 8,527 | ||||
| Due to Globe Resources Group | 114,842 | 113,559 | ||||||
| Due to related parties | 259,901 | 245,961 | ||||||
| Total Current Liabilities | 393,983 | 368,047 | ||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | - | - | ||||||
| Common stock, $.0001 par value; 100,000,000 shares authorized; 1,191,348 shares issued and outstanding | 119 | 119 | ||||||
| Additional paid-in-capital | 594,022 | 594,022 | ||||||
| Accumulated deficit | (987,107 | ) | (962,171 | ) | ||||
| Total Shareholders’ Deficit | (392,966 | ) | (368,030 | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | 1,017 | $ | 17 | ||||
The accompanying notes are an integral part of these financial statements.
| 1 |
Minn Shares Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| OPERATING EXPENSES | $ | 21,062 | $ | 13,658 | ||||
| OPERATING LOSS | (21,062 | ) | (13,658 | ) | ||||
| INTEREST EXPENSE | 3,874 | 3,620 | ||||||
| NET LOSS | $ | (24,936 | ) | $ | (17,278 | ) | ||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic and diluted | 1,191,348 | 1,191,348 | ||||||
| NET LOSS PER COMMON SHARE: | ||||||||
| Basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) | ||
The accompanying notes are an integral part of these financial statements.
| 2 |
Minn Shares Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (24,936 | ) | $ | (17,278 | ) | ||
| Adjustment to reconcile net loss to net cash used by operating activities: | ||||||||
| Interest added to due to Globe Resources Group | 1,283 | 1,283 | ||||||
| Interest added to due to related parties | 2,591 | 2,337 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expense | - | 708 | ||||||
| Payables and accrued expenses | 10,713 | 10,000 | ||||||
| Net cash used by operating activities | (10,349 | ) | (2,950 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Due to related parties | 11,349 | 18 | ||||||
| Net cash provided by financing activities | 11,349 | 18 | ||||||
| Net increase (decrease) in cash | 1,000 | (2,932 | ) | |||||
| Cash – beginning of period | 17 | 11,966 | ||||||
| Cash – end of period | $ | 1,017 | $ | 9,034 | ||||
The accompanying notes are an integral part of these financial statements.
| 3 |
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2016
(Unaudited)
1. Basis of Presentation
The accompanying unaudited financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2016 and 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the Financial Statements and footnotes thereto included in our Form 10-K as of and for the year ended December 31, 2015. The balance sheet at December 31, 2015, has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP.
2. Organization and Significant Accounting Policies
Organization
Minn Shares Inc., a Delaware corporation (the “Company”) was incorporated in the State of Delaware on October 22, 2010 to effect the reincorporation of Minn Shares Inc., a Minnesota corporation (“Minn Shares Minnesota”) in the State of Delaware.
The current business purpose of the Company is to seek the acquisition of or merger with an existing company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.
In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.
Loss Per Common Share
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is computed by dividing net loss by weighted average number of common shares outstanding and common share equivalents when dilutive. There are no common share equivalents outstanding.
Fair Value of Financial Instruments
The carrying value of current financial assets and liabilities approximate their fair values due to their short term nature.
| 4 |
Minn Shares Inc.
NOTES TO FINANCIAL STATEMENTS
March 31, 2016
(Unaudited)
3. Going Concern
The Company is a shell company, has not earned any revenues from operations since 2001, suffered recurring losses from operations, and has a shareholders’ deficit. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to locate a suitable target company and ultimately enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however, there is no assurance of additional funding being available.
4. Due to Globe Resources Group
On May 16, 2013, the Company entered into an agreement (the “Option Agreement”) with The Globe Resources Group, LLC (“Globe”), pursuant to which Globe acquired the right to purchase, at any time through the date that is twelve (12) months from the date of the Option Agreement, controlling shares of the Company’s common stock. Specific details of the Option Agreement are set forth in the Company’s Form 8-K filed with the SEC on May 22, 2013.
Upon execution of the Option Agreement, Globe delivered an advance of $59,593 to the Company to cover its expenses during the Option Period, as further described in the Option Agreement. On May 13, 2014, the Company entered into an agreement to extend the option expiration date for an additional 30 days. In connection with the extension, and again on August 7, 2014, Globe delivered advances of $15,000 and $28,018, respectively, to the Company to cover specific current payables and legal and administrative expenses related to the extension. On June 5, 2014, the Company received notification that Globe had elected not to exercise its option to purchase shares of the Company under the Option Agreement. Accordingly, the Option Agreement expired on June 15, 2014.
Due to Globe consisted of advances and interest payable to Globe. At March 31, 2016 and December 31, 2015, $114,842 and $113,559, including $12,231 and $10,948, respectively of accrued interest, was owed to Globe. Prior to expiration, the loan bore annual interest at 5%. Interest expense was $1,283 and $1,283 for the three month periods ended March 31, 2016 and 2015, respectively.
As required by the Option Agreement, the Company will seek to find a third party purchaser. If sold, any consideration received will be used first to pay off related selling costs, and then repay related party payables (see Note 5). Remaining proceeds, if any, shall be used to repay advances made by Globe. In the event the Company does not consummate a sale with a third party purchaser, no amounts under the loan are payable to Globe.
5. Due to Related Parties
Due to related parties consisted of advances and expenses paid on behalf of the Company by Paramount Trading, Ltd. (“Paramount”), a company owned by the Company’s current majority shareholder, and the Company’s President and director. At March 31, 2016 and December 31, 2015, $259,901 and $245,961, including $45,037 and $42,446, respectively of accrued interest, is owed to these related parties. The loans bear annual interest at 5% and are due on demand. Interest expense was $2,592 and $2,337 for the three month periods ended March 31, 2016 and 2015, respectively.
6. Income Taxes
At March 31, 2016 the Company had federal net operating loss carry forwards of approximately $716,000 for income tax purposes that expire starting in 2018. The Company’s state net operating loss carry forward started expiring in 2015 and the Company estimates $40,000 of state net operating loss will expire at the end of 2016. As of March 31, 2016 there is approximately $474,000 of state net operating loss carryforwards. The Company established a valuation allowance for the full amount of net deferred tax asset at March 31, 2016 because it cannot demonstrate that it is more likely than not that it will realize the benefit of that asset. In addition, future utilization of the available net operating loss carryforward may be limited under Internal Revenue Code Section 382 as a result of changes in ownership.
It is the Company’s practice to recognize penalties and/or interest related to income tax matters in the interest and penalties expense. There are no interest and penalties recognized in the statements of operations or accrued on the balance sheets.
The Company is subject to U.S. federal, state, or local income tax examination by tax authorities for all years for which a loss carryforward is utilized in subsequent periods.
7. Recent Accounting Pronouncements
The Company’s management has reviewed and considered all recent accounting pronouncements and believe there are none that could potentially have a material impact on the Company’s financial condition, results or disclosures.
| 5 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statement Notice
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Minn Shares Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Corporate History
The Company was incorporated in the State of Delaware on October 22, 2010, to effect the reincorporation (the “Reincorporation”) of Minn Shares Inc., a Minnesota corporation (“Minn Shares Minnesota”) in the State of Delaware. On December 1, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Minn Shares Minnesota, pursuant to which Minn Shares Minnesota was merged with and into the Company. Pursuant to the Merger Agreement, at the time of the merger, Minn Shares Minnesota ceased to exist and the Company continued as the surviving corporation. As a result, the Company succeeded to all of the assets, property, rights, privileges, franchises, immunities and powers of Minn Shares Minnesota and assumed all of the duties, liabilities, obligations and restrictions of every kind. As a result of the Reincorporation, the legal domicile of the Company is the State of Delaware. It has no subsidiaries and the Company selected December 31 as its fiscal year end. The Company is currently quoted on the OTCQB maintained by the OTC Markets Group Inc. under the symbol “MSHS.”
Minn Shares Minnesota was incorporated in the State of Minnesota on January 15, 1987, under the name H. H. & P. Yogurt, Inc., and on September 8, 1994, changed its name to Minn Shares Inc. Minn Shares Minnesota operated two yogurt shops: one in Minneapolis, Minnesota, and one in St. Paul, Minnesota. Both stores were ultimately closed by October 1990, at which time Minn Shares Minnesota ceased to engage in the yogurt business, and focused its business on locating a suitable merger or acquisition candidate or investigating the possibility of becoming a closed-end, non-diversified management company.
In August 1993, Minn Shares Minnesota filed a registration application with the Securities and Exchange Commission (the “SEC”) to become a closed-end, non-diversified management company under the Investment Company Act of 1940 (the “Investment Company Act”), and began activity shortly thereafter. On August 3, 2001, Minn Shares Minnesota filed an Application for Deregistration of Certain Registered Investment Companies on Form N-8F (the “Form N-8F”), which was subsequently amended on September 14, 2001, at which time Minn Shares Minnesota requested deregistration. On September 27, 2001, Minn Shares Minnesota’s registration under the Investment Company Act ceased to be in effect.
Subsequent to the filing of the Form N-8F, as amended, and deregistration under the Investment Company Act, Minn Shares Minnesota appointed a liquidating agent to handle the winding-up of its business activities, affairs and obligations, distributing any remaining assets to its shareholders with the intent to ultimately dissolve Minn Shares Minnesota. All of the remaining net assets were distributed to its shareholders by the liquidating agent during the period between 2001 through 2009.
| 6 |
In 2009, upon the approval of Minn Shares Minnesota’s shareholders, Minn Shares Minnesota approved a plan to cancel its dissolution and accepted an offer from Paramount Trading, Ltd., a Nevada limited liability company (“Paramount”), to purchase a controlling interest in Minn Shares Minnesota. Subsequently, Minn Shares Minnesota was merged with and into the Company and was reincorporated in the State of Delaware.
On December 1, 2010, as described above, the Company entered into an Agreement and Plan of Merger, dated December 1, 2010, pursuant to which the Company issued an aggregate of 1,191,348 shares of common stock to the shareholders of Minn Shares Minnesota in exchange for the cancellation of 11,913,455 shares of Minn Shares Minnesota common stock issued and outstanding before the Reincorporation.
Since December 2001, Minn Shares Minnesota has not engaged in any business activities other than for the purpose of collecting and distributing its assets, paying, satisfying and discharging any existing debts and obligations and doing other acts required to liquidate and wind up its business and affairs.
Plan of Operation
The Company was reorganized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The current business purpose of the Company is to seek the acquisition of or merger with an existing company. The Company will not restrict any potential candidate targets to any specific business, industry or geographical location and thus may acquire any type of business. The Company intends to establish a market for freely trading shares following the conclusion of a successful business combination and commencing business as an operating company.
The Company, pursuant to SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate-short term earnings. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
In addition, the Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404(b) of the Sarbanes-Oxley Act, and exemptions from the requirements of Sections 14A(a) and (b) of the Securities Exchange Act of 1934 to hold a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.
The Company has also elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
We will remain an “emerging growth company” until the earliest of (1) the last day of the fiscal year during which our revenues exceed $1 billion, (2) the date on which we issue more than $1 billion in non-convertible debt in a three year period, (3) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended, or (4) when the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. To the extent that we continue to qualify as a “smaller reporting company”, as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.
| 7 |
The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
(i) filing Exchange Act reports, and
(ii) investigating, analyzing and consummating an acquisition.
We intend to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $1,017 in cash. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however, there is no assurance of additional funding being available.
The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Liquidity and Capital Resources
As of March 31, 2016, the Company had assets equal to $1,017, comprised exclusively of cash. The Company had assets equal to $17, comprised of cash, as of December 31, 2015. The Company’s current liabilities as of March 31, 2016, totaled $393,983, comprised of payables, accrued expenses, and amounts due to related parties. This compares to the Company’s total liabilities as of December 31, 2015 of $368,047, comprised of payables, accrued expenses and amounts due to related parties. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
| 8 |
The following is a summary of the Company’s cash flows provided by (used in) operating and financing activities:
| Three Months Ended March 31, 2016 | Three Months Ended March 31, 2015 | |||||||
| Net Cash Used in Operating Activities | $ | (10,349 | ) | (2,950 | ) | |||
| Net Cash Provided by Financing Activities | $ | 11,349 | 18 | |||||
| Net Increase/Decrease in Cash | $ | 1,000 | (2,932 | ) | ||||
The Company has nominal assets. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Results of Operations
Since December 2001, the Company has not engaged in any business activities other than for the purpose of collecting and distributing its assets, paying, satisfying and discharging any existing debts and obligations and doing other acts required to liquidate and wind up its business and affairs. No revenue has been generated by the Company since 2001. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
For the three months ended March 31, 2016, the Company had a net loss of $24,936, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s periodic reports and interest expense.
For the three months ended March 31, 2015, the Company had a net loss of $17,278, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s periodic reports and interest expense.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
| 9 |
Emerging Growth Company
As an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”), the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As of March 31, 2016, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2016, that have materially affected or are reasonably likely to materially affect our internal controls.
| 10 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
| Exhibit No. | Description | |
| *3.1 | Certificate of Incorporation, as filed with the Delaware Secretary of State on October 22, 2010. | |
| *3.2 | By-laws. | |
| 31.1 | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. | |
| 31.2 | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. | |
| 32.1 | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| * | Filed as an exhibit to the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission on December 10, 2010, and incorporated herein by this reference. |
| 12 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MINN SHARES INC. | ||
| Dated: May 12, 2016 | By: | /s/ Richard Gilbert |
| Richard Gilbert | ||
| President, Secretary and Principal Executive Officer | ||
| Dated: May 12, 2016 | By: | /s/ Greyton Becker |
| Greyton Becker | ||
| Chief Financial Officer, Treasurer, Principal Financial Officer and Principal Accounting Officer |
| 13 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| *3.1 | Certificate of Incorporation, as filed with the Delaware Secretary of State on October 22, 2010. | |
| *3.2 | By-laws. | |
| 31.1 | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. | |
| 31.2 | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016. | |
| 32.1 | Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2 | Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| * | Filed as an exhibit to the Company’s Registration Statement on Form 10, as filed with the Securities and Exchange Commission on December 10, 2010, and incorporated herein by this reference. |
14
Exhibit 31.1
CERTIFICATION OF THE COMPANY’S PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Richard Gilbert, President of Minn Shares Inc., certify that:
1. I have reviewed this report on Form 10-Q of Minn Shares Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 12, 2016 | /s/ Richard Gilbert |
| Richard Gilbert | |
|
President (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE COMPANY’S PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Greyton Becker, Chief Financial Officer of Minn Shares Inc., certify that:
1. I have reviewed this report on Form 10-Q of Minn Shares Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and I have:
a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in registrant’s internal control over financial reporting the occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: May 12, 2016 | /s/ Greyton Becker |
| Greyton Becker | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION OF THE COMPANY’S PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Minn Shares Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard Gilbert, President of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Richard Gilbert | |
| Richard Gilbert | |
|
President (Principal Executive Officer) | |
| May 12, 2016 |
Exhibit 32.2
CERTIFICATION OF THE COMPANY’S PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Minn Shares Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Greyton Becker, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Greyton Becker | |
| Greyton Becker | |
|
Chief Financial Officer (Principal Financial and Accounting Officer) | |
| May 12, 2016 |
Document and Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2016 |
May. 12, 2016 |
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | MINN SHARES INC | |
| Entity Central Index Key | 0000728447 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2016 | |
| Document Fiscal Year Focus | 2016 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock Shares Outstanding | 1,191,348 |
Balance Sheets - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| CURRENT ASSETS: | ||
| Cash | $ 1,017 | $ 17 |
| TOTAL ASSETS | 1,017 | 17 |
| CURRENT LIABILITIES: | ||
| Payables and accrued expenses | 19,240 | 8,527 |
| Due to Globe Resources Group | 114,842 | 113,559 |
| Due to related parties | 259,901 | 245,961 |
| Total Current Liabilities | $ 393,983 | $ 368,047 |
| SHAREHOLDERS' DEFICIT: | ||
| Preferred stock, $.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding | ||
| Common stock, $.0001 par value; 100,000,000 shares authorized; 1,191,348 shares issued and outstanding | $ 119 | $ 119 |
| Additional paid-in-capital | 594,022 | 594,022 |
| Accumulated deficit | (987,107) | (962,171) |
| Total Shareholders' Deficit | (392,966) | (368,030) |
| TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 1,017 | $ 17 |
Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
|---|---|---|
| Balance Sheets [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 1,191,348 | 1,191,348 |
| Common stock, shares outstanding | 1,191,348 | 1,191,348 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
| Statement of Operations [Abstract] | ||
| OPERATING EXPENSES | $ 21,062 | $ 13,658 |
| OPERATING LOSS | (21,062) | (13,658) |
| INTEREST EXPENSE | 3,874 | 3,620 |
| NET LOSS | $ (24,936) | $ (17,278) |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
| Basic and diluted | 1,191,348 | 1,191,348 |
| NET LOSS PER COMMON SHARE: | ||
| Basic and diluted | $ (0.02) | $ (0.01) |
Statements of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (24,936) | $ (17,278) |
| Adjustment to reconcile net loss to net cash used by operating activities: | ||
| Interest added due to Globe Resources Group | 1,283 | 1,283 |
| Interest added to due to related parties | $ 2,591 | 2,337 |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | 708 | |
| Payables and accrued expenses | $ 10,713 | 10,000 |
| Net cash used by operating activities | (10,349) | (2,950) |
| Cash flows from financing activities: | ||
| Due to related parties | 11,349 | 18 |
| Net cash provided by financing activities | 11,349 | 18 |
| Net increase (decrease) in cash | 1,000 | (2,932) |
| Cash - beginning of period | 17 | 11,966 |
| Cash - end of period | $ 1,017 | $ 9,034 |
Basis of Presentation |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Basis of Presentation [Abstract] | |
| Basis of Presentation | 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared according to the instructions to Form 10-Q and Section 210.8-03(b) of Regulation S-X of the Securities and Exchange Commission (SEC) and, therefore, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month periods ended March 31, 2016 and 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. For further information, refer to the Financial Statements and footnotes thereto included in our Form 10-K as of and for the year ended December 31, 2015. The balance sheet at December 31, 2015, has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP. |
Organization and Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Organization and Significant Accounting Policies [Abstract] | |
| Organization and Significant Accounting Policies | 2. Organization and Significant Accounting Policies
Organization
Minn Shares Inc., a Delaware corporation (the “Company”) was incorporated in the State of Delaware on October 22, 2010 to effect the reincorporation of Minn Shares Inc., a Minnesota corporation (“Minn Shares Minnesota”) in the State of Delaware.
The current business purpose of the Company is to seek the acquisition of or merger with an existing company.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Income Taxes
Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.
In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.
Loss Per Common Share
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is computed by dividing net loss by weighted average number of common shares outstanding and common share equivalents when dilutive. There are no common share equivalents outstanding.
Fair Value of Financial Instruments
The carrying value of current financial assets and liabilities approximate their fair values due to their short term nature. |
Going Concern |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Going Concern [Abstract] | |
| Going Concern | 3. Going Concern
The Company is a shell company, has not earned any revenues from operations since 2001, suffered recurring losses from operations, and has a shareholders’ deficit. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to locate a suitable target company and ultimately enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however, there is no assurance of additional funding being available. |
Due to Globe Resources Group |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Due to Globe Resources Group [Absract] | |
| Due to Globe Resources Group | 4. Due to Globe Resources Group
On May 16, 2013, the Company entered into an agreement (the “Option Agreement”) with The Globe Resources Group, LLC (“Globe”), pursuant to which Globe acquired the right to purchase, at any time through the date that is twelve (12) months from the date of the Option Agreement, controlling shares of the Company’s common stock. Specific details of the Option Agreement are set forth in the Company’s Form 8-K filed with the SEC on May 22, 2013.
Upon execution of the Option Agreement, Globe delivered an advance of $59,593 to the Company to cover its expenses during the Option Period, as further described in the Option Agreement. On May 13, 2014, the Company entered into an agreement to extend the option expiration date for an additional 30 days. In connection with the extension, and again on August 7, 2014, Globe delivered advances of $15,000 and $28,018, respectively, to the Company to cover specific current payables and legal and administrative expenses related to the extension. On June 5, 2014, the Company received notification that Globe had elected not to exercise its option to purchase shares of the Company under the Option Agreement. Accordingly, the Option Agreement expired on June 15, 2014.
Due to Globe consisted of advances and interest payable to Globe. At March 31, 2016 and December 31, 2015, $114,842 and $113,559, including $12,231 and $10,948, respectively of accrued interest, was owed to Globe. Prior to expiration, the loan bore annual interest at 5%. Interest expense was $1,283 and $1,283 for the three month periods ended March 31, 2016 and 2015, respectively.
As required by the Option Agreement, the Company will seek to find a third party purchaser. If sold, any consideration received will be used first to pay off related selling costs, and then repay related party payables (see Note 5). Remaining proceeds, if any, shall be used to repay advances made by Globe. In the event the Company does not consummate a sale with a third party purchaser, no amounts under the loan are payable to Globe. |
Due to Related Parties |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Due to Related Parties [Abstract] | |
| Due to Related Parties | 5. Due to Related Parties
Due to related parties consisted of advances and expenses paid on behalf of the Company by Paramount Trading, Ltd. (“Paramount”), a company owned by the Company’s current majority shareholder, and the Company’s President and director. At March 31, 2016 and December 31, 2015, $259,901 and $245,961, including $45,037 and $42,446, respectively of accrued interest, is owed to these related parties. The loans bear annual interest at 5% and are due on demand. Interest expense was $2,592 and $2,337 for the three month periods ended March 31, 2016 and 2015, respectively. |
Income Taxes |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Income Taxes [Abstract] | |
| Income Taxes | 6. Income Taxes
At March 31, 2016 the Company had federal net operating loss carry forwards of approximately $716,000 for income tax purposes that expire starting in 2018. The Company’s state net operating loss carry forward started expiring in 2015 and the Company estimates $40,000 of state net operating loss will expire at the end of 2016. As of March 31, 2016 there is approximately $474,000 of state net operating loss carryforwards. The Company established a valuation allowance for the full amount of net deferred tax asset at March 31, 2016 because it cannot demonstrate that it is more likely than not that it will realize the benefit of that asset. In addition, future utilization of the available net operating loss carryforward may be limited under Internal Revenue Code Section 382 as a result of changes in ownership.
It is the Company’s practice to recognize penalties and/or interest related to income tax matters in the interest and penalties expense. There are no interest and penalties recognized in the statements of operations or accrued on the balance sheets.
The Company is subject to U.S. federal, state, or local income tax examination by tax authorities for all years for which a loss carryforward is utilized in subsequent periods. |
Recent Accounting Pronouncements |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Recent Accounting Pronouncements [Abstract] | |
| Recent Accounting Pronouncements | 7. Recent Accounting Pronouncements
The Company’s management has reviewed and considered all recent accounting pronouncements and believe there are none that could potentially have a material impact on the Company’s financial condition, results or disclosures. |
Organization and Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2016 | |
| Organization and Significant Accounting Policies [Abstract] | |
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
| Income Taxes | Income Taxes
Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.
In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards. |
| Loss Per Common Share | Loss Per Common Share
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is computed by dividing net loss by weighted average number of common shares outstanding and common share equivalents when dilutive. There are no common share equivalents outstanding. |
| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The carrying value of current financial assets and liabilities approximate their fair values due to their short term nature. |
Due to Globe Resources Group (Details) - USD ($) |
1 Months Ended | 3 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 05, 2014 |
May. 13, 2014 |
May. 16, 2013 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Mar. 31, 2014 |
Dec. 31, 2015 |
|
| Due to Globe Resources Group (Textual) | |||||||
| Description of option agreement | On May 16, 2013, the Company entered into an agreement (the ''Option Agreement'') with The Globe Resources Group, LLC (''Globe''), pursuant to which Globe acquired the right to purchase, at any time through the date that is twelve (12) months from the date of the Option Agreement, controlling shares of the Company's common stock. | ||||||
| Amount due to globe | $ 15,000 | $ 59,593 | |||||
| Legal and administrative expenses | $ 28,018 | ||||||
| Advances due to Globe | $ 114,842 | $ 113,559 | |||||
| Accrued interest due to Globe | 12,231 | $ 10,948 | |||||
| Option expiration date | Jun. 15, 2014 | ||||||
| Interest added due to Globe Resources Group | $ 1,283 | $ 1,283 | $ 1,283 | ||||
| Capitalized Globe | 5.00% | ||||||
Due to Related Parties (Details) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
| Due to Related Parties (Textual) | |||
| Amounts due to related parties | $ 259,901 | $ 245,961 | |
| Accrued interest due to related parties | $ 45,037 | $ 42,446 | |
| Interest rate on advances with related parties | 5.00% | ||
| Interest expense on due to related parties | $ 2,591 | $ 2,337 | |
Income Taxes (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
| Federal [Member] | ||
| Income Taxes (Textual) | ||
| Net operating loss carryforwards | $ 716,000 | |
| Net operating loss carryforwards expiration date | Dec. 31, 2018 | |
| State [Member] | ||
| Income Taxes (Textual) | ||
| Net operating loss carryforwards | $ 474,000 | $ 40,000 |
| Net operating loss carryforwards expiration date | Dec. 31, 2016 |