XML 20 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Organization and Significant Accounting Policies
12 Months Ended
Dec. 31, 2011
Accounting Policies [Abstract]  
Business Description and Accounting Policies [Text Block]
1. 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.

 

Minn Shares Minnesota was a corporation duly organized and existing under the laws of the State of Minnesota and had authorized capital of 20,000,000 shares, 15,000,000 of which were designated Common Stock at $.01 par value and 5,000,000 of which were undesignated. Before the merger, there were 11,913,455 shares of Common Stock issued and outstanding and no shares of Undesignated Stock were issued and outstanding.

 

Minn Shares Minnesota was registered under the Investment Company Act of 1940 (as amended) as a non-diversified, closed-end, management investment company in May 1993.

 

At a Special Meeting of Shareholders of Minn Shares Minnesota held in September 2001, the shareholders approved a Plan of Liquidation and Dissolution of Minn Shares Minnesota authorizing (a) the sale of all of the assets of Minn Shares Minnesota and the distribution to shareholders of assets remaining after payment of its debts and obligations, (b) the appointment of a liquidating agent to conduct such liquidation and distribution, (c) the deregistration of Minn Shares Minnesota under the Investment Company Act of 1940 and (d) the dissolution of Minn Shares Minnesota pursuant to the Minnesota Business Corporation Act.

 

Minn Shares Minnesota filed an application with the Securities and Exchange Commission in August 2001, requesting an order under section 8 (f) of the Investment Company Act of 1940 declaring that it had ceased to be an investment company. On September 27, 2001, the Securities and Exchange Commission informed Minn Shares Minnesota that it was no longer registered as an investment company under section 8 (f) of the Act.

 

From December 2001 through early June 2009, 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.

 

In 2001 Minn Shares Minnesota’s principal assets were securities that had a limited or no public trading market. As of December 31, 2009, the Liquidating Agent had sold all of Minn Shares Minnesota’s portfolio investments and made three liquidating distributions to shareholders: 2005 - $153,603, 2007 - $25,004 and 2009 $39,944.

 

On June 9, 2009, Minn Shares Minnesota held an Annual Meeting of Shareholders and approved the following (a) Elected one new director, (b) Abandoned the Plan of Liquidation and Dissolution of Minn Shares Minnesota and termination of the related Liquidating Agent Agreement, (c) Revoked Minn Shares Minnesota’s dissolution proceedings pursuant to the Minnesota Business Corporation Act Section 302A.731 and (d) Approved the issuance and sale to a new investor common stock representing a majority of the outstanding shares in Minn Shares Minnesota pursuant to the Stock Purchase Agreement dated April 28, 2009.

 

The current business purpose of the Company is to seek the acquisition of or merger with an existing company.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Income Taxes

 

Deferred income taxes are provided for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment.

 

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carryforwards.

 

Loss Per Common Share

 

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share is computed by dividing net loss by weighted average number of common shares outstanding and common share equivalents when dilutive. There are no common share equivalents outstanding.

 

Fair Value of Financial Instruments

 

The carrying value of current financial assets and liabilities approximates their fair values due to their short-term nature.