Delaware
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37-1615850
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1624 Harmon Place, Suite 210, Minneapolis, MN 55403
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(Address of principal executive offices)
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(612) 486-5587
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(Registrant’s telephone number, including area code)
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Common Stock, $0.0001 par value per share
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(Title of Class)
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Large Accelerated Filer
¨
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Accelerated Filer
¨
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Non-accelerated Filer
¨
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Smaller Reporting Company
x
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(Do not check if a smaller reporting company.)
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Page
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Item 1.
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Description of Business
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4
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Item 1A.
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Risk Factors
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8
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Item 1B.
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Unresolved Staff Comments
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9
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Item 2
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Description of Property
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9
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Item 3.
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Legal Proceedings
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9
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Item 4.
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Removed and Reserved
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9
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Item 5.
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Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
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9
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Item 6.
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Selected Financial Data
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10
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operation
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10
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Item 7A.
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Quantitative and Qualitative Disclosure about Market Risk
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13
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Item 8.
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Financial Statements and Supplementary Data
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13
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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14
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Item 9A.
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Controls and Procedures
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14
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Item 9B.
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Other Information
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15
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Item 10.
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Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
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15
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Item 11.
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Executive Compensation
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18
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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19
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Item 13.
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Certain Relationships and Related Transactions
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20
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Item 14.
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Principal Accounting Fees and Services
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21
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Item 15.
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Exhibits, Financial Statement Schedules
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22
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Fiscal Year
Ended
December 31,
2010
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Fiscal Year Ended
December 31,
2009
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|||||||
Net Cash used in Operating Activities
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$ | (39,848 | ) | $ | (15,994 | ) | ||
Net Cash provided by Investing Activities
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$ | - | $ | 49,073 | ||||
Net Cash provided by (used in) Financing Activities
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$ | 24,896 | $ | (19,944 | ) | |||
Net Increase (Decrease) in Cash
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$ | (14,952 | ) | $ | 13,135 |
Page(s)
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Report of Independent Registered Public Accounting Firm
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F - 2
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Financial Statements:
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Balance Sheets as of December 31, 2010 and 2009
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F - 3
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Statements of Operations for the Years Ended December 31, 2010 and 2009
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F - 4
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Statements of Shareholders’ Deficit for the Years Ended December 31, 2010 and 2009
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F - 5
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Statements of Cash Flows for the Years Ended December 31, 2010 and 2009
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F - 6
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Notes to Financial Statements
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F - 7 to F - 10
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Year Ended December 31,
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||||||||
2010
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2009
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OPERATING EXPENSES
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$ | 85,265 | $ | 18,852 | ||||
OPERATING LOSS
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(85,265 | ) | (18,852 | ) | ||||
INTEREST EXPENSE
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534 | - | ||||||
NET LOSS
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$ | (85,799 | ) | $ | (18,852 | ) | ||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
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||||||||
Basic and diluted
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1,174,702 | 907,154 | ||||||
NET LOSS PER COMMON SHARE:
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||||||||
Basic and diluted
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$ | (0.07 | ) | $ | (0.02 | ) |
Additional
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||||||||||||||||||||
Common Stock
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Paid-in
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Accumulated
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||||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Total
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||||||||||||||||
Balance at December 31, 2008
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571,348 | $ | 57 | $ | 559,908 | $ | (562,709 | ) | $ | 37,256 | ||||||||||
Issuance of common stock
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595,000 | 60 | 19,940 | - | 20,000 | |||||||||||||||
Liquidating distribution
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- | - | (39,944 | ) | - | (39,944 | ) | |||||||||||||
Net loss
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- | - | - | (18,852 | ) | (18,852 | ) | |||||||||||||
Balance at December 31, 2009
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1,166,348 | 117 | 579,904 | (581,561 | ) | (1,540 | ) | |||||||||||||
Issuance of common stock
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25,000 | 2 | 838 | - | 840 | |||||||||||||||
Reimbursement of excess distribution
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- | - | 13,280 | - | 13,280 | |||||||||||||||
Net loss
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- | - | - | (85,799 | ) | (85,799 | ) | |||||||||||||
Balance at December 31, 2010
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1,191,348 | $ | 119 | $ | 594,022 | $ | (667,360 | ) | $ | (73,219 | ) |
Year Ended December 31,
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||||||||
2010
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2009
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Cash flows from operating activities:
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||||||||
Net loss
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$
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(85,799
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)
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$
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(18,852
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)
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Adjustment to reconcile net loss to net cash used by operating activities:
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Stock compensation expense
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840
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-
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Expenses paid by related parties
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32,681
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-
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Interest added to due to related parties
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534
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-
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Changes in operating assets and liabilities:
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Payables and accrued expenses
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11,896
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2,858
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Net cash used by operating activities
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(39,848
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)
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(15,994
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)
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Cash flows from investing activities:
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Proceeds from sale of investment
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-
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49,073
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Net cash provided by investing activities
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-
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49,073
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Cash flows from financing activities:
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Increase in checks issued in excess of deposits
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1,616
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-
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Reimbursement for excess distribution
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13,280
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-
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Due to related parties
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10,000
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-
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Proceeds from issuance of common stock
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-
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20,000
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Liquidating distribution
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-
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(39,944
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)
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Net cash provided (used) by financing activities
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24,896
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(19,944
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)
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Net increase (decrease) in cash
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(14,952
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)
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13,135
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Cash – beginning of year
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14,952
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1,817
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Cash – end of year
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$
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-
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$
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14,952
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Year Ended December 31,
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||||||||
2010
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2009
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|||||||
Statutory income tax rate
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34.0 | % | 34.0 | % | ||||
State income tax, net of federal benefit
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6.5 | 6.5 | ||||||
Valuation of deferred tax assets
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(40.5 | ) | (40.5 | ) | ||||
- | % | - | % |
December 31,
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||||||||
2010
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2009
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Deferred tax assets:
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Operating loss carryforwards
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$ | 160,746 | $ | 125,998 | ||||
Capital loss carryforwards
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51,172 | 51,172 | ||||||
Total deferred tax assets
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211,918 | 177,170 | ||||||
Valuation allowance
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(211,918 | ) | (177,170 | ) | ||||
Net deferred taxes
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$ | - | $ | - |
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·
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Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
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·
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and
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·
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on financial statements.
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Name
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Age
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Position
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Richard E. Gilbert
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69
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Chairman of the Board, President, Secretary and Director
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Aaron W. Soderberg
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49
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Director
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Greyton I. Becker
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58
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Chief Financial Officer, Treasurer and Director
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Name and Position
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Year
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Salary
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Bonus
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Option
Awards
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All Other
Compensation
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Total
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Joseph H Whitney (1)
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2010
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None
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None
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None
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None
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None
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Former Chief Executive Officer, President, Treasurer and Director
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2009
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None
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None
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None
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None
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None
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Richard E. Gilbert (2)
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2010
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None
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None
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None
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None
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None
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President, Secretary and Director
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2009
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None
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None
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None
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None
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None
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Lawrence P. Grady (3)
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2010
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None
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None
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None
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None
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None
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Former President, Secretary and Director
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2009
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None
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None
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None
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None
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None
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Aaron W. Soderberg (4)
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2010
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None
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None
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None
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None
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None
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Director
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2009
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None
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None
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None
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None
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(a)
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Greyton I. Becker (5)
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2010
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None
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None
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None
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$1,000
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(b)
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Chief Financial Officer, Treasurer and Director
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2009
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None
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None
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None
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None
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None
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(1)
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Joseph H. Whitney is the former Chief Executive Officer, President, Treasurer and Director of Minn Shares Minnesota. He served in such capacities from June 9, 2009 through July 1, 2010.
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(2)
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Richard E. Gilbert has served as President, Secretary and Chairman of the Board of Directors of the Company since inception and was elected to serve as a director of Minn Shares Minnesota on June 9, 2009 and was appointed to serve as Chief Financial Officer and Secretary of Minn Shares Minnesota on such date. On July 5, 2010, Mr. Gilbert was appointed to serve as President and Chairman of the Board of Minn Shares Minnesota. Mr. Gilbert resigned as Chief Financial Officer of Minn Shares Minnesota on August 30, 2010.
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(3)
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Lawrence P. Grady resigned as President, Secretary and a director of Minn Shares Minnesota on June 9, 2009.
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(4)
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Aaron W. Soderberg has been a director of the Company since inception and was elected to serve as a director of Minn Shares Minnesota in June of 2009.
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(5)
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Greyton Becker has served as Chief Financial Officer, Treasurer and a director of the Company since inception. He was appointed to serve as Chief Financial Officer, Treasurer and a director of Minn Shares Minnesota on August 30, 2010.
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Amount and Nature of
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Percentage
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|||||||
Name and Address
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Beneficial Ownership (1)
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of Class (2)
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Joseph H. Whitney (3)
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118,000 | (4) | 9.90 | % | ||||
Richard E. Gilbert
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290,500 | 24.38 | % | |||||
Chairman of Board, President and Secretary
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Aaron W. Soderberg
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15,000 | 1.26 | % | |||||
Director
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Greyton I. Becker
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25,000 | 2.10 | % | |||||
Chief Financial Officer, Treasurer, Director
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All Officers and
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330,500 | 27.74 | % | |||||
Directors as a group (3 persons)
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(1)
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This table is based upon information supplied by our management. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. As of the date of this table, there are no outstanding options or warrants.
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(2)
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Percentages based on 1,191,348 shares of our Common Stock outstanding on December 10, 2010, issued in connection with the Reincorporation.
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(3)
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Joseph H. Whitney served as the Company’s President, Treasurer and a director from June 9, 2009 through July 1, 2010.
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(4)
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Excludes an aggregate of 172,500 shares of Common Stock owned of record by Mr. Whitney’s children and of which Mr. Whitney disclaims beneficial ownership.
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Statement
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Page*
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Index to Financial Statements
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F-1
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Report of Independent Registered Public Accounting Firm
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F-2
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Balance Sheets
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F-3
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Statements of Operations
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F-4
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Statement of Changes in Shareholders’ Deficit
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F-5
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Statements of Cash Flows
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F-6
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Notes to Financial Statements
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F-7
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Exhibit
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Description
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*3.1
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Certificate of Incorporation
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*3.2
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By-laws
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14.1
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Code of Conduct
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31.1
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Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010
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31.2
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Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2010
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32.1
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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
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32.2
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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
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*
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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.
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MINN SHARES INC.
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Dated: March 28, 2011
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By:
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/s/ Richard Gilbert
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Richard Gilbert
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President
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Principal Executive Officer
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Dated: March 28, 2011
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By:
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/s/ Greyton Becker
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Greyton Becker
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Principal Financial Officer
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Title
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Date
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/s/ Richard Gilbert
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President,
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March 28, 2011
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Richard Gilbert
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Secretary and Director
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/s/ Greyton Becker
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Chief Financial Officer,
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March 28, 2011
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Greyton Becker
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Treasurer and Director
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/s/ Aaron W. Soderberg
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Director
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March 28, 2011
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Aaron W. Soderberg
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·
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All conduct by Company officers and directors is to be characterized by honesty, integrity and dignity.
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·
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The Company is committed to providing full and fair disclosure to shareholders, the securities marketplace and potential investors, in compliance with the letter and spirit of securities laws and the rules of the exchange on which our securities trade.
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·
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The Chief Financial Officer and Chief Executive Officer are primarily responsible for initiating, maintaining, assessing and periodically reviewing the continued adherence to necessary internal controls to assure that transactions of the Company are properly authorized, reviewed and reported in the accounts and that assets are safeguarded from improper use. All other officers, directors and associates are to assist the Chief Financial Officer and Chief Executive Officer as their duties require and as requested to help assure full and fair disclosure.
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·
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Transactions are to be reported in conformance with generally accepted accounting principles on a basis consistent with prior years. Any exceptions are to be properly and completely disclosed. All associates are required to comply with these controls and practices.
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·
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Actual conflicts of interest are to be avoided. A conflict of interest may incur any time when you or a family member, or an organization in which you or a family member have an ownership stake or another financial or employment interest, does business with the Company.
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·
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Actions that could be perceived to be a conflict of interest are also to be avoided.
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·
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Some companies that supply goods and services to the Company may have a practice of providing gifts to their clients as a token of their appreciation for the business provided to them.
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·
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Officers and Directors or their immediate families may not accept gifts from persons or entities who deal with the Company in those cases where any such gift has more than a nominal value or where acceptance of the gift could create the appearance of a conflict of interest.
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·
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If you are aware of material non-public information relating to the Company, you are prohibited by the Company policy form directly or indirectly disclosing such information to any other person.
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·
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It is difficult to describe exhaustively what constitutes “material” information, but you should assume that any information, positive or negative, which might be of significance to an outsider.
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·
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Serious problems could be caused for the Company by unauthorized disclosure of internal information about the Company.
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·
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Officers and directors should not discuss internal Company matters or developments with anyone outside of the Company, except as required in the performance of regular corporate duties. This prohibition includes inquiries about the Company, which may be made by the financial press or others in the financial community.
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·
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All officers and directors shall comply with all legal obligations when conducting Company business.
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·
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Directors and officers shall comply with the appropriate requirements of federal, state and local governments and other private and public regulatory agencies.
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·
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The Board shall determine appropriate actions to be taken in the event of violations of this Code and set forth procedure for the person who has violated this Code.
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·
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Such action shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code.
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Date: March 28, 2011
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/s/ Richard Gilbert
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Richard Gilbert
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Principal Executive Officer
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Date: March 28, 2011
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/s/ Greyton Becker
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Greyton Becker
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Principal Financial Officer
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/s/ Richard Gilbert
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Richard Gilbert
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Principal Executive Officer
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March 28, 2011
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/s/ Greyton Becker
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Greyton Becker
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Principal Financial Officer
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March 28, 2011
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