FORM 10-Q


U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2011





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
(I.R.S. Employer Identification Number)of incorporation or organization)





1624 Harmon Place, Suite 210, Minneapolis, MN 55403


(Address of principal executive offices)





(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 x 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
 ̈
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 x No  ̈.





APPLICABLE ONLY TO CORPORATE ISSUERS





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,191,348shares of common stock, par value $.0001 per share, outstanding as of May 12, 2011.





MINN SHARES INC.





- INDEX -





PagePART I – FINANCIAL INFORMATION:Item 1.
Financial Statements:Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010
1Statements of Operations (Unaudited) for the Three Months Ended March 31, 2011 and 2010
2Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2011 and 2010
3Notes to Financial Statements
4Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
6Item 3.
Quantitative and Qualitative Disclosures About Market Risk
9Item 4.
Controls and Procedures
9PART II – OTHER INFORMATION:Item 1.
Legal Proceedings
10Item 1A.
Risk Factors
10Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
10Item 3.
Defaults Upon Senior Securities
10Item 4.
Removed and Reserved
10Item 5.
Other Information
10Item 6.
Exhibits
10Signatures
12





PART I – FINANCIAL INFORMATION





Item 1.  Financial Statements.





Minn Shares Inc.


BALANCE SHEETS





March 31,

2011


December 31,

2010(Unaudited)ASSETSCURRENT ASSETS:Cash

$
798


$
-TOTAL ASSETS

$
798


$
-LIABILITIES AND SHAREHOLDERS’ DEFICITCURRENT LIABILITIES:Checks issued in excess of deposits

$
-


$
1,616Payables and accrued expenses


24,255



28,388Due to related parties


102,554



43,215Total Current Liabilities


126,809



73,219SHAREHOLDERS’ 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



119Additional paid-in-capital


594,022



594,022Accumulated deficit


(720,152
)


(667,360
)Total Shareholders’ Deficit


(126,011
)


(73,219
)TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$
798


$
-





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


1


Minn Shares Inc.


STATEMENTS OF OPERATIONS


(Unaudited)





Three Months Ended

March 31,2011


2010OPERATING EXPENSES

$
51,715


$
1,543OPERATING LOSS


(51,715
)


(1,543
)INTEREST EXPENSE


1,077



-NET LOSS

$
(52,792
)

$
(1,543
)WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic and diluted


1,191,348



1,166,348NET LOSS PER COMMON SHARE:Basic and diluted

$
(0.04
)

$
(0.00
)





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


2


Minn Shares Inc.


STATEMENTS OF CASH FLOWS


(Unaudited)





Three Months Ended

March 312011


2010Cash flows from operating activities:Net loss

$
(52,792
)

$
(1,543
)Adjustment to reconcile net loss to net cash used by operating activities:Interest added to due to related parties


883



-Changes in operating assets and liabilities:Payables and accrued expenses


(4,133
)


-Net cash used by operating activities


(56,042
)


(1,543
)Cash flows from financing activities:Decrease in checks issued in excess of deposits


(1,616
)


-Due from related parties


58,456



-Net cash provided by financing activities


56,840



-Net increase (decrease) in cash


798



(1,543
)Cash – beginning of period


-



14,952Cash – end of period

$
798


$
13,409





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


3


Minn Shares Inc.


NOTES TO FINANCIAL STATEMENTS


March 31, 2011 and 2010


(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 months period ended March 31, 2011 and 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. 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, 2010. The balance sheet at December 31, 2010, has been derived from the audited consolidated 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. On December 1, 2010, the Company entered into an Agreement and Plan of Merger (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.  On December 1, 2010, the Company issued an aggregate of 1,191,348 shares of Common Stock in exchange for the cancellation of 11,913,455 shares of Minn Shares Minnesota common stock issued and outstanding before the reincorporation. All share and per share information included in these financial statements give retroactive effect of the merger.





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.





3.           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.  There are no common share equivalents outstanding.


4


Minn Shares Inc.


NOTES TO FINANCIAL STATEMENTS


March 31, 2011 and 2010


(Unaudited)





4.
Recent Accounting Pronouncements





In December 2010, FASB issued Accounting Standards Update (ASU) No. 2010-29, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. If a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplementary pro forma disclosures. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. ASU 2010-29 will only affect the Company if there are future business combinations.





5.
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.





6.           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 previous President, and the Company’s President and director. At March 31, 2011 and December 31, 2010, $102,554 and $43,215, including $1,417 and $534 of accrued interest, was owed to these related parties. The loans bear annual interest at 5% and are due on demand. Interest expense was $883 for the three month period ended March 31, 2011.





Subsequent to March 31, 2011, Paramount advanced $12,000 to the Company.





7.           Income Taxes





At March 31, 2011 the Company had net operating loss carry forwards of approximately $450,000 for income tax purposes that expire starting in 2018.  The Company established a valuation allowance for the full amount of net deferred tax asset at March 31, 2011 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.


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.





Description of Business





Minn Shares Inc., a Delaware corporation (“we,” “us,” “our” or 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 and description of Minn Shares Minnesota.  Minn Shares Minnesota then ceased to exist.  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 Over-the-Counter Bulletin Board under the symbol “MSHS.OB”.





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.





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.





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 $798 in its treasury. 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 dependant 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.


7


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, 2011, the Company had assets equal to $798 comprised exclusively of cash. The Company had no assets as of December 31, 2010.  The Company’s current liabilities as of March 31, 2011 totaled $126,809, comprised of payables, accrued expenses and amounts due to related parties. This compares to the Company’s current liabilities as of December 31, 2010 of $73,219, comprised of checks issued in excess of deposits, 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.





The following is a summary of the Company's cash flows provided by (used in) operating and financing activities:





Three Months

Ended

March 31, 2011


Three Months

Ended

March 31, 2010Net Cash Used in Operating Activities

$
(56,042
)

$
(1,543
)Net Cash Provided by Financing Activities

$
56,840


$
-Net Increase (Decrease)  in Cash

$
798


$
(1,543
)





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.


8


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, 2011, the Company had a net loss of $52,792, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and the filing of the Company’s Registration Statement on Form 10-12G in December of 2010 and the Company’s Annual Report on Form 10-K in March 2011 and interest expense.





For the three months ended March 31, 2010, the Company had a net loss of $1,543, comprised exclusively of legal and other professional service fees incurred in relation to the operation of the Company.





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.





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, 2011, 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.


9


Changes in Internal Controls





There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2011 that have materially affected or are reasonably likely to materially affect our internal controls.





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.  Removed and Reserved.








Item 5.  Other Information.





Subsequent to March 31, 2011, Paramount advanced $12,000 to the Company.





Item 6.  Exhibits.





(a)  Exhibits required by Item 601 of Regulation S-K.





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 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, 2011.31.2

Certification of the Company’s Principal Financial Officer 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, 2011.32.1

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.


10





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.





*
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.


11


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, 2011
By:
/s/ Richard GilbertRichard GilbertPresident, Secretary and Chairman of the Boardand Principal Executive OfficerDated: May 12, 2011
By:
/s/ Greyton BeckerGreyton BeckerChief Financial Officer, TreasurerPrincipal Financial Officer andPrincipal Accounting Officer


12