NEW FOUND SHRIMP INC (Form: 10-Q, Received: 05/15/2012 06:10:43)

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________.

Commission file number 333-175692

NEW FOUND SHRIMP, INC.

(Name of small business issuer in its charter)

Indiana

(State or other jurisdiction of incorporation or organization)

20-8926549

(I.R.S. Employer Identification No.)

7830 Inishmore Dr., Indianapolis, IN 46214

(Address of principal executive offices and Zip Code)

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(x) Yes (__) No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). (__) Yes (_ x _) No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (__) Accelerated filer (__) Non-accelerated filer (__) Smaller reporting company (_ x_) (Do not check if a smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: outstanding as of May9, 2012 was 16,000,000, par value $.0001.

TABLE OF CONTENTS

Part I. Financial Information

Item 1. Financial Statements.

The accompanying notes are an integral part of these financial statements.

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

Notes to Financial Statements

For the periods ending March 31, 2012 and 2011

(Unaudited)

NOTE 1. NATURE OF BUSINESS

ORGANIZATION

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

The Company is headquartered in Indianapolis, Indiana.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GOING CONCERN

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

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

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

ADVERTISING

Advertising costs are expensed as incurred. No advertising costs have been incurred for the three months ended March 31, 2012 and 2011 or for the period April 26, 2007 (inception) through March 31, 2012.

USE OF ESTIMATES

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

Notes to Financial Statements

For the periods ending March 31, 2012 and 2011

(Unaudited)

UNAUDITED INTERIM FINANCIAL STATEMENTS

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

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three months ended March 31, 2012 and 2011; (b) the financial position at March 31, 2012; and (c) cash flows for the three months ended March 31, 2012 and 2011, have been made.

CASH

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

REVENUE RECOGNITION

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

RESEARCH AND DEVELOPMENT

The Company expenses research and development costs when incurred. Research and development costs include engineering and testing of product and outputs. Indirect costs related to research and developments are allocated based on percentage usage to the research and development. We spent $-0- in research and development costs for the period of April 26, 2007 (inception) through March 31, 2012.

DEFERRED INCOME TAXES AND VALUATION ALLOWANCE

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

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic earning or loss per share. Diluted earnings or loss per share is computed using the weighted average number of shares and diluted

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

Notes to Financial Statements

For the periods ending March 31, 2012 and 2011

(Unaudited)

potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net income (loss) per common share is based on the weighted average number of shares of common stock outstanding at March 31, 2012 and at December 31, 2011. As of March31, 2012 and at December 31, 2011, the Company had no dilutive potential common shares.

RECENT ACCOUNTING PRONOUNCEMENTS

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

NOTE 3. INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. As of December 31, 2011 the Company had a loss of $6,788 and for the period April 26, 2007 (Date of Inception) through March 31, 2012, the Company incurred losses of $11,583. The net operating loss in the amount of $6,788, resulting from operating activities, result in deferred tax assets of approximately $2,308 at the effective statutory rates. The deferred tax asset has been off-set by an equal valuation allowance.

NOTE 4. SHAREHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 150,000,000 shares with a par value of $0.0001. The Company issued 5,000,000 shares to David Cupp, CEO and sole Director on June 30, 2007 at a par value of $500 in exchange for incorporation services.

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

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

There were 16,000,000 and 16,000,000 shares of common stock issued and outstanding at March 31, 2012 and at December 31, 2011, respectively.

NOTE 5. RELATED PARTY TRANSACTIONS

On May 18, 2011 David Cupp, CEO and Director opened a bank account with JPMorgan Chase Bank, N.A. and deposited $100. The amount is documented with a demand note that carries no repayment terms and is non-interest bearing. Management will review this arrangement, in future period, to determine if terms are required to be

NEW FOUND SHRIMP, INC.

(A Development Stage Entity)

Notes to Financial Statements

For the periods ending March 31, 2012 and 2011

(Unaudited)

formalized to reflect the economic relationship. The balance due to the related party at March 31, 2012 and December 31, 2011 was $100 and $100, respectively.

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

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

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

NOTE 6. COMMITMENTS AND CONTINGENCY

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

NOTE 7. WARRANTS AND OPTIONS

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

NOTE 8. SUBSEQUENT EVENTS

On May 8, 2012 the Company entered into a consulting agreement with Raven Holdings, Inc. for the bookkeeping services. The agreement is effective until January 27, 2013. The Company agreed to compensation of $90,000 for the bookkeeping services. The compensation to the agreement is supported by Promissory note due and payable by May 18, 2012. The note carries a fifteen percent (15%) APR. Principal and interest may be repaid by converting to common stock. The common stock will be issued at a fifty percent (50%) discount to the closing Bid price of the Company’s stock price on the day prior to the date of conversion notice.

On May 8, 2012 the Company entered into a consulting agreement with Apollo Holdings LTD. for business planning, organization and management consulting services. The agreement is effective until January 27, 2013. The Company agreed to compensation of $90,000 for the said services. The compensation to the agreement is supported by Promissory note due and payable by May 18, 2012. The note carries a fifteen percent (15%) APR. Principal and interest may be repaid by converting to common stock. The common stock will be issued at a fifty percent (50%) discount to the closing Bid price of the Company’s stock price on the day prior to the date of conversion notice.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of New Found Shrimp, Inc. for the period ended March 31, 2012 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

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

You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by New Found Shrimp, Inc. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

Our business strategy;

Our financial position;

The extent to which we are leveraged;

Our cash flow and liquidity;

Our inability to obtain additional financing in order to fund our operations, capital expenditures, and to meet our other obligations;

Our inability to attract and retain key personnel;

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Results of Operations for the three months ended March 31, 2012 and March 31, 2011 and for the development stage, April 26, 2007 (date of inception) through March 31, 2012

New Found Shrimp, Inc. (The Company) was organized as of April 26, 2007. Due to the limited operations during April 26, 2007 (date of inception) through the three months ended March 31, 2012, the results of operations for the three months ending March 31, 2012 and 2011 are not comparable.

Revenues

Total Revenue. Total revenues for the three months ended March 31, 2012 and 2011were $250 and $-0-, respectively. Total revenues consist of consulting fees earned. Total revenues for the development stage, April 26, 2007 (date of inception) through March 31, 2012 were $2,000.

Operating Expenses

Total Operating Expenses. Total operating expenses for the three months ended March 31, 2012 and 2011 were $5,045 and $-0-, respectively. Total operating expenses consisted of professional fees of $5,000 and selling, general and administrative expenses of $45. Total operating expenses for the development stage, April 26, 2007 (date of inception) through March 31, 2012 were $13,583, which consisted of professional fees and selling, general and administrative expenses.

Financial Condition

Total Assets. Total assets at March 31, 2012 and December 31, 2011 were $447 and $242, respectively. Total assets consist of cash.

Total Liabilities. Total liabilities at March 31, 2012 and December 31, 2011 were $7,100 and $2,100, respectively. Total liabilities consist of a note payable to an unrelated party of $2,000, accounts payable of $5,000 and a note payable to the CEO of $100. The notes payable carries no repayment terms and is non-interest bearing.

Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

The Company sustained a loss of $4,795 and $-0- for the three months ended March 31, 2012 and 2011, respectively. The Company has an accumulated loss of $11,583 during the development stage, April 26, 2007 (date of inception) through March 31, 2012. Because of the absence of positive cash flows from operations, the Company will require additional funding for continuing the development and marketing of products. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are presently able to meet our obligations as they come due. At March 31, 2012 we had working capital deficit of $6,653. Our working capital deficit is due to the results of operations.

Net cash used in operating activities for the three months ended March 31, 2012 and 2011was $1,795 and $-0-, respectively. Net cash used in operating activities during the development stage, April 26, 2007 (date of inception) through March 31, 2012 was $6,083. Net cash used in operating activities includes our net loss, accounts payable and services settled in common stock.

Net cash provided by financing activities for the three months ended March 31, 2012 and 2011was $2,000 and $-0-, respectively. Net cash provided by financing activities for the development stage, April 26, 2007 (date of inception) through March 31, 2012 was $6,530. Net cash provided by financing activities includes the proceeds from stock sales of $4,430 and proceeds from notes payable of $2,100.

We anticipate that our future liquidity requirements will arise from the need to fund our growth from operations, pay current obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from operations and raising additional funds from the private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. Our CEO has agreed to continue to fund our operations as needed over the next 12 months until cash flows are sufficient to sustain operations. Pursuant to the agreement it is binding on our CEO and he has agreed to only the return of his capital with no interest or other consideration. In addition, our Plan of Operation for the next twelve months is to raise capital to continue to expand

our operations. Although we are not presently engaged in any capital raising activities, we anticipate that we may engage in one or more private offering of our company’s securities after the completion of this offering. We would most likely rely upon the transaction exemptions from registration provided by Regulation D, Rule 506 or conduct another private offering under Section 4(2) of the Securities Act of 1933. See “Note 2 – Going Concern” in our financial statements for additional information as to the possibility that we may not be able to continue as a “going concern.”

Off-Balance Sheet Arrangements

We have made no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures .

(a)

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

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

With respect to the period ending March 31, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending March 31, 2012, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

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

(b)

Changes in Internal Controls.

There have been no changes in the Company’s internal control over financial reporting during the period ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Because we are a smaller reporting company, we are not required to provide the information required by this item.

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

During the three month period ending March 31, 2012, the Company did not issue any unregistered shares of its common stock.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number and Description

Location Reference

(a)

Financial Statements

Filed Herewith

(b)

Exhibits required by Item 601, Regulation S-K;

(3.0)

Articles of Incorporation

(3.1)

Initial Articles of Incorporation filed

See Exhibit Key

with S-1 Registration Statement

on July 21, 2011.

(3.2)

Bylaws filed with S-1 Registration

See Exhibit Key

Statement on July 21, 2011.

(10.0)

Material Contracts

(10.1)

Consulting Agreement dated May 24, 2011

See Exhibit Key

Filed with S-1 Registration Statement on

July 21, 2011.

(10.2)

Consulting Agreement dated May 8, 2012

Filed herewith

(10.2)

Consulting Agreement dated May 8, 2012

Filed herewith

(11.0)

Statement re: computation of per share

Note 2 to

Earnings.

Financial Stmts.

(14.0)

Code of Ethics

See Exhibit Key

(31.1)

Certificate of Chief Executive Officer

Filed herewith

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

(31.2)

Certificate of Chief Financial Officer

Filed herewith

Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

(32.1)

Certification of Chief Executive Officer

Filed herewith

pursuant to 18 U.S.C. § 1350,

as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

(32.2)

Certification of Chief Executive Officer

Filed herewith

pursuant to 18 U.S.C. § 1350,

as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

(101.INS)

XBRL Instance Document

Filed herewith

(101.SCH)

XBRL Taxonomy Ext. Schema Document

Filed herewith

(101.CAL)

XBRL Taxonomy Ext. Calculation Linkbase Document

Filed herewith

(101.DEF)

XBRL Taxonomy Ext. Definition Linkbase Document

Filed herewith

(101.LAB)

XBRL Taxonomy Ext. Label Linkbase Document

Filed herewith

(101.PRE)

XBRL Taxonomy Ext. Presentation Linkbase Document

Filed herewith

Exhibit Key

3.1

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.

3.2

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.

10.1

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.

14.0

Incorporated by reference herein to the Company’s Form S-1

Registration Statement filed with the Securities and Exchange

Commission on July 21, 2011.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW FOUND SHRIMP, INC.

Date: May 14, 2012

By: /s/ David R. Cupp

David R. Cupp

Principal Executive Office, Principal Accounting Officer

Chief Financial Officer, Secretary,

Chairman of the Board of Directors

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into this 8 ^th day of May, 2012, by and between Apollo Holdings LTD (“Consultant”), and New Found Shrimp, Inc, hereinafter referred to as (“Company”).

WHEREAS, the Company is in need of assistance with business planning, organization and management consulting; and

WHEREAS, Consultant has agreed to work for the Company by providing planning, organization and management consulting services and other related activities as directed by the Company.

NOW, THEREFORE, it is agreed as follows:

1. Consultant's Services and Term. Consultant shall be available and shall provide to the Company business planning, organization and management consulting services as described in the Mentoring Program Agreement ("Consulting services") as requested, through January 27, 2013.

2. Independent Contractor. Nothing herein shall be construed to create an employer-employee relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 5 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold himself out as an employee of the Company.

3. Confidentiality. In the course of performing Consulting Services, the parties recognize that Consultant may come in contact with or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the Company computer and other systems, which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

4. Liability. With regard to the services to be performed by the Consultant pursuant to the terms of this agreement, the Consultant shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence. The Company shall hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys’ fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the

willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction.

5. Compensation. The Company and the Consultant agree that the fee for these services will be $90,000. Payable as follows:

1. $90,000 due on the date of this agreement

Said compensation is supported by a promissory note in a separate document (Attached as EXHIBIT A)

6. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.

7. Governing Law, Severability. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by Arbitration in accordance of the rules of American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in Allen County, State of Indiana. In the event that litigation results from, or arises out this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 8 ^th day of May, 2012

COMPANY:

Signature of Authorized Agent

/S/ David R. Cupp

BY:

David R. Cupp

CONSULTANT

Signature of Authorized Agent

/S/ Robert Bandfiled

BY:

Robert Bandfield

EXHIBIT A:

Names:

Borrower:

New Found Shrimp, Inc

Lender:

Apollo Holdings LTD

Promise to Pay.

For value received, Borrower promises to pay Lender $90,000.00 (Ninety Thousand dollars).

Lender agrees to loan $90,000.00 (Ninety Thousand dollars) to Borrower.

Principal Payment.

Borrower will pay the principal in full on or before 5-18-2012, together with any accrued interest. The interest rate shall be 15% APR. The principal and interest payment can be paid in one of two ways:

(a.)

Borrower can, at any point prior to the due date of 5-18-12, pay the Lender the Principal and interest amount in cash.

(b.)

Principal and interest may be repaid by converting to common stock to be issued at a date to be determined and requested by the Lender. Borrower will issue common stock at a 50% (fifty percent) discount to the closing Bid price of Borrower’s stock price on the day prior to the date of the conversion notice.

Collection Costs.

If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and lawyers' fees in an amount the court finds to be reasonable.

Notices.

All notices must be in writing. A notice may be delivered to Borrower or Lender at the address specified in section 1, above, or to a new address Borrower or Lender has designated in writing. A notice may be delivered:

(1) in person

(2) by certified mail, or

(3) by overnight courier.

6. Security.

Borrower agrees that until the principal and interest owed under this Promissory Note are paid in full, this note will be secured by giving Lender a security interest in Borrowers company, Freedom Energy Holdings, Inc, and to any successors of this company.

7. Governing Law.

This promissory note will be governed by and construed in accordance with the laws of the state of Indiana.

8. Severability.

If any court determines that any provision of this promissory note is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other

provision of this agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Dated: 5-8-2012

Borrower

Signature of Authorized Agent

/S/ David R. Cupp

BY:

David R. Cupp

Lender

Signature of Authorized Agent

/S/ Robert Bandfiled

BY:

Robert Bandfiel

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into this 8 ^th day of May, 2012, by and between Raven Holdings Inc (“Consultant”), and New Found Shrimp, Inc, hereinafter referred to as (“Company”).

WHEREAS, the Company is in need of assistance with bookkeeping organization and

WHEREAS, Consultant has agreed to work for the Company by providing bookkeeping organization services and other related activities as directed by the Company.

NOW, THEREFORE, it is agreed as follows:

1. Consultant's Services and Term. Consultant shall be available and shall provide to the Company business planning, organization and management consulting services ("Consulting services") as requested, through January 27, 2013.

5. Compensation. The Company and the Consultant agree that the fee for these services will be $90,000. Payable as follows:

1. $90,000 due on the date of this agreement

Said compensation is supported by a promissory note in a separate document (Attached as EXHIBIT A)

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the 8 ^th day of May, 2012

COMPANY:

Signature of Authorized Agent

/S/ David R. Cupp

BY:

David R. Cupp

CONSULTANT

Signature of Authorized Agent

/S/ Andrew P. Godfrey

BY:

Andrew P. Godfrey

EXHIBIT A:

Names:

Borrower:

New Found Shrimp, Inc

Lender:

Raven Holdings Inc

Promise to Pay.

For value received, Borrower promises to pay Lender $90,000.00 (Ninety Thousand dollars).

Lender agrees to loan $90,000.00 (Ninety Thousand dollars) to Borrower.

Principal Payment.

(a.)

Borrower can, at any point prior to the due date of 5-18-12, pay the Lender the Principal and interest amount in cash.

(b.)

Collection Costs.

If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and lawyers' fees in an amount the court finds to be reasonable.

Notices.

(1) in person

(2) by certified mail, or

(3) by overnight courier.

6. Security.

7. Governing Law.

This promissory note will be governed by and construed in accordance with the laws of the state of Indiana.

8. Severability.

If any court determines that any provision of this promissory note is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other

provision of this agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Dated: 5-8-2012

Borrower

Signature of Authorized Agent

/S/ David R. Cupp

BY:

David R. Cupp

Lender

Signature of Authorized Agent

/S/ Andrew P. Godfrey

BY:

Andrew P. Godfrey

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certification of Chief Executive Officer and Chief Financial Officer

I, David R. Cupp, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of New Found Shrimp, 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 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 the registrant’s internal control over financial reporting that 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 the 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 14, 2012

NEW FOUND SHRIMP, INC.

/s/: David R. Cupp

DAVID R. CUPP,

Chief Executive Officer

Chief Financial Officer

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of New Found Shrimp, Inc. (the “Company”) on Form 10-Q/A for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David R. Cupp, Chief Executive Officer and Chief Financial Officer of the Company, certify, to my knowledge that:

(i) the accompanying Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

NEW FOUND SHRIMP, INC.

/s/: David R. Cupp

DAVID R. CUPP,

Chief Executive Officer

Chief Financial Officer

May 14, 2012


NEW FOUND SHRIMP, INC. (A Development Stage Entity) BALANCE SHEETS
				March 31, 2012		December 31, 2011
				(Unaudited)		(Audited)
Assets
Current assets:
	Cash		$	447	$	242
		Total current assets		447		242
		Total assets	$	447	$	242

Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable		$	5,000	$	2,000
	Note payable			2,000		---
	Due to related party (Note 5)			100		100
		Total current liabilities		7,100		2,100
		Total liabilities		7,100		2,100

Shareholders’ equity (Note 4)
	Common stock, $.0001 par value, 150,000,000 shares authorized;
		16,000,000 and 16,000,000 shares issued and outstanding, respectively		1,600		1,600
	Additional paid-in capital			3,330		3,330
	(Accumulated deficit) during development stage			(11,583)		(6,788)
		Total shareholders’ (deficit)		(6,653)		(1,858)
		Total liabilities and shareholders’ deficit	$	447	$	242


NEW FOUND SHRIMP, INC. (A Development Stage Entity) STATEMENTS OF OPERATION (Unaudited)
									April 26, 2007 (Inception)
					Three months ended				Through
					March 31,				March 31,
					2012		2011		2012
Revenue:
	Net sales			$	250	$	---	$	2,000
		Total revenue		$	250	$	---	$	2,000

Cost and expenses:
	Professional fees				5,000		---		8,265
	Selling, general & administrative expenses				45		---		5,318
		Total operating expenses			5,045		---		13,583
			Loss from operations		(4,795)		---		(11,583)

		Income tax provision (Note 3)			---		---		---
			Net loss	$	(4,795)	$	---	$	(11,583)

Income (loss) per common shares – basic and diluted				$	0.00	$	0.00

Basic and diluted weighted average number of
	common shares outstanding				16,000,000		16,000,000


New Found Shrimp, Inc. (A Development Stage Entity) STATEMENT OF CHANGE IN SHAREHOLDERS’ DEFICIT From inception (April 26, 2007) to March 31, 2012
							Deficit accumulated
					Additional		during the
	Common Stock				paid-in		development
	Shares		Par Value		Capital		stage		Total
Balance at April 26, 2007 (inception)	---	$	---	$	---	$	---	$	---

Issuance of common stock in payment of organizational expenses on behalf of the Company, June 30, 2007 at $$0.0001 per share (par) (Note 4)	5,000,000		500		---		---		500

Sale of 3,700,000 shares of common stock to various investors at $0.001 per share, August 29, 2007 (Note 4)	3,700,000		370		3,330		---		3,700

Net loss	---		---		---		(833)		(833)
Balance at December 31, 2007	8,700,000	$	870	$	3,330	$	(833)	$	3,367

Issuance of common stock for cash to an officer and director at $0.0001 per share (par) September 22, 2008 (Note 4)	7,300,000		730		---		---		730

Net loss	---	$	---	$	---	$	(3,105)	$	(3,105)
Balance at December 31, 2008	16,000,000	$	1,600	$	3,330	$	(3,938)	$	992

Net loss	---	$	---	$	---	$	(992)	$	(992)
Balance at December 31, 2009	16,000,000	$	1,600	$	3,330	$	(4,930)	$	---

Net loss	---	$	---	$	---	$	---	$	---
Balance at December 31, 2010	16,000,000	$	1,600	$	3,330	$	(4,930)	$	---

Net loss	---	$	---	$	---	$	(1,858)	$	(1,858)
Balance at December 31, 2011	16,000,000	$	1,600	$	3,330	$	(6,788)	$	(1,858)

Net loss	---		---		---	$	(4,795)	$	(4,795)
Balance at March 31, 2012 (Unaudited)	16,000,000	$	1,600	$	3,330	$	(11,583)	$	(6,653)


New Found Shrimp, Inc. (A Development Stage Entity) STATEMENTS OF CASH FLOWS (unaudited)

										April 26, 2007
										(Inception)
						Three months ended				Through
						March 31,				March 31,
						2012		2011		2012
Cash flows from operating activities:
	Net income (loss)				$	(4,795)	$	---	$	(11,583)
	Services settled in common shares					---		---		500
	Adjustments to reconcile net loss to net cash
		used in operating activities:
				Accounts payable		3,000		---		5,000
			Net cash used in operating activities			(1,795)		---		(6,083)

Cash flows from financing activities:
	Proceeds from notes payable					2,000		---		2,000
	Proceeds from notes payable, related party					---		---		100
	Proceeds from stock sales					---		---		4,430
			Net cash provided by financing activities			2,000		---		6,530

	Net change in cash and cash equivalents					205		---		447

Cash and cash equivalents
	Beginning of period					242		---		---
	End of period				$	447	$	---	$	447

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



		Page
Part I. Fi nancial I nfo rmation

Item 1.	Fi na ncial Statements.	3

	Balanc e S h eets at March 31, 2012 ( unaudited) and December 31, 2011 (audited).	3

	Statements of O perations for the three months ended March 31, 2012 and 2011 and the period April 26, 2007 (date of inception) through March 31, 2012 (unaudited)..	4

	Statement of Change in Shareholders’ Deficit for the period April 26, 2007 (date of inception) through March 31, 2012 (unaudited).	5

	Statements of C ash Flows for the three months ended March 31, 2012 and 2011 and the period April 26, 2007 (date of inception) through March 31, 2012 (unaudited).	6

	Notes to Fin a n cial Statements (unaudited).	7

Item 2.	M anage ment’s D i scu ssion a nd A na ly sis of Financial Condition and Results of Operations.	11
Item 3.	Quantitative and Qualitati ve Discl osures About Market Risk.	13
Item 4.	Contr o l s and Procedures.	13

Part II. Oth er Info rmation .

Item 1.	Lega l P r o c eedings.	14
Item 2.	Unregistered S ale s of Equity Securities and Use of Proceeds.	14
Item 3.	Defa ults U pon Senior Securities.	14
Item 4.	Mine Safety Disclosure	14
Item 5.	Oth e r Information.	14
Item 6 .	E xhibits .	14

Sign atures		16