Minn Shares Inc. (OTCMKTS:MSHSD) Files An 8-K Financial Statements and Exhibits

Item 9.01 of Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(b)

Financial Statements of Business Acquired.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Consolidated Financial Statements

and

Independent Auditors’ Report

December 31, 2016 and 2015

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Table of Contents

	Page
Independent Auditors’ Report
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in Members’ Equity
Consolidated Statements of Cash Flows
Notes to Financial Statements

INDEPENDENT AUDITORS REPORT

To the Members

Environmental Alternative Fuels, LLC

Peoria, Arizona

We have audited the accompanying consolidated financial
statements of Environmental Alternative Fuels, LLC (the Company),
which are comprised of the consolidated balance sheets as of
December 31, 2016 and 2015, and the related consolidated
statements of operations, changes in members equity, and cash
flows for the years then ended, and the related notes to the
consolidated financial statements.

MANAGEMENTS RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL
STATEMENTS

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in
accordance with accounting principles generally accepted in the
United States of America; this includes the design,
implementation, and maintenance of internal control relevant to
the preparation and fair presentation of consolidated financial
statements that are free from material misstatement, whether due
to fraud or error.

AUDITORS RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. We conducted our audits
in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free from
material misstatement.

An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, the
auditors consider internal control relevant to the entitys
preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys
internal control. Accordingly, we express no such opinion. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Environmental Alternative Fuels, LLC as of December
31, 2016 and 2015, and the results of their operations and their
cash flows for the years then ended in accordance with accounting
principles generally accepted in the United States of America.

EMPHASIS OF OTHER MATTERS

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial
statements, subsequent to the consolidated balance sheet date the
Company was acquired by Minn Shares Inc. (Minn). Minn is an early
stage company in the process of acquiring several businesses in
the vehicle fuels industry. Minn financed the acquisition of the
Company with approximately $13.6 million of debt of which $3.8
million is contemplated to be repaid through a successful
secondary offering before the December 31, 2017 due date. As of
December 31, 2016, both the Company and Minn have a working
capital deficit and have suffered recurring losses from
operations that raises doubt about its ability to continue as a
going concern. Managements plans in regard to these matters are
also described in Note 1. The consolidated financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.

EKSH LLLP

April 19, 2017 Denver, Colorado

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Consolidated Balance Sheets

		December 31,
Assets
Current assets
Cash and cash equivalents		$	669,401			$	25,415
Accounts receivable, net			400,152				473,911
Volumetric excise tax credit receivable			248,704				646,808
Prepaid expenses and other current assets			103,958				127,935
Total current assets			1,422,215				1,274,069
CNG station facilities, net			6,632,401				7,557,588
Total assets		$	8,054,616			$	8,831,657
Liabilities and Members Equity
Current liabilities
Accounts payable and accrued liabilities		$	399,014			$	484,797
Promissory note payable			4,000,000				–
Related party promissory notes payable			–				3,944,611
Derivative liability			5,821				38,983
Total current liabilities			4,404,835				4,468,391
Non-current liabilities
Derivative liability, less current portion			76,811				55,260
Total liabilities			4,481,646				4,523,651
Commitments and contingencies
Members equity
Members capital			5,817,546				6,137,546
Retained earnings			(2,244,576	)			(1,829,540	)
Total members equity			3,572,970				4,308,006
Total liabilities and members equity		$	8,054,616			$	8,831,657

See notes to consolidated financial statements.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Consolidated Statements of Operations

		For the Years Ended December 31,
Sales
CNG sales		$	2,553,444			$	1,630,242
Volumetric excise tax credit			92,170				431,391
Total sales			2,645,614				2,061,633
Cost of CNG sales			1,544,261				1,433,878
Gross profit			1,101,353				627,755
Operating expenses
General and administrative			784,751				436,668
Depreciation			525,187				522,082
Total operating expenses			1,309,938				958,750
Loss from operations			(208,585	)			(330,995	)
Other expense
Interest			(188,624	)			(356,585	)
Loss on derivative liability			(17,827	)			(127,018	)
Total other expense			(206,451	)			(483,603	)
Net loss		$	(415,036	)		$	(814,598	)

See notes to consolidated financial statements.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Consolidated Statement of Changes in Members
Equity For the Years Ended December 31, 2016 and
2015

								Total
		Members Units			Accumulated			Members
		Units			Amount			Deficit			Equity
Balance – December 31, 2014 (unaudited)			5,388			$	5,388,059			$	(1,014,942	)		$	4,373,117
Non-cash contributions							749,487				–				749,487
Net loss			–				–				(814,598	)			(814,598	)
Balance – December 31, 2015			6,138				6,137,546				(1,829,540	)			4,308,006
Distribution			–				(320,000	)			–				(320,000	)
Net loss			–				–				(415,036	)			(415,036	)
Balance – December 31, 2016			6,138			$	5,817,546			$	(2,244,576	)		$	3,572,970

See notes to consolidated financial statements.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Consolidated Statements of Cash Flows

		For the Years Ended December 31,
Cash flows from operating activities
Net loss	$	(415,036)		$	(814,598)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation			525,187				522,082
Allowance for doubtful accounts			204,420				–
(Gain) loss on derivative liability, net			(41,049	)			61,468
Realized loss on derivative liability			29,438				32,775
Changes in assets and liabilities
Accounts receivable, net			(130,661	)			(346,971	)
Volumetric excise tax credit receivable			398,104				(347,197	)
Prepaid expenses and other current assets			23,977				12,576
Accounts payable and accrued expenses			(85,783	)			698,820
			923,633				633,553
Net cash provided by (used in) operating activities			508,597				(181,045	)
Cash flows from investing activities
Purchase of property and equipment			–				(58,091	)
Grant proceeds			400,000				–
Net cash provided by (used in) investing activities			400,000				(58,091	)
Cash flows from financing activities
Borrowings on promissory note payable			4,000,000				–
Payments on related party promissory notes payable			(3,944,611	)			–
Distributions to members			(320,000	)			–
Net cash used in financing activities			(264,611	)			–
Net increase (decrease) in cash			643,986				(239,136	)
Cash and cash equivalents – beginning of year			25,415				264,551
Cash and cash equivalents – end of year		$	669,401			$	25,415

Supplemental disclosure of cash flow information:

Cash paid for interest for the years ended December 31, 2016 and
2015 was $167,331 and $214,468, respectively.

Supplemental disclosure of non-cash activity:

During the year ended December 31, 2015, the Company financed the
purchase of CNG station facilities with a related party note
payable of $2,241,858.

During the year ended December 31, 2015, the Company financed the
purchase of CNG station facilities with a member contribution of
$177,019.

During the year ended December 31, 2015, the Company paid certain
cost of CNG sales and general and administrative expense with a
member contribution of $572,468.

See notes to consolidated financial statements.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies

Environmental Alternative Fuels, LLC (the Company) was formed on
May 3, 2012 as a limited liability company under the laws of the
state of Delaware. The Company is engaged in the business of
selling natural gas fueling solutions to its customers. The
Companys principal business is supplying compressed natural gas
(CNG) for light, medium and heavy-duty vehicles.

Principles of Consolidation

The accompanying consolidated financial statements include the
accounts of Environmental Alternative Fuels, LLC and its
subsidiary, EVO CNG, LLC (EVO). EVO changed its name on March 1,
2016 from EVO Trillium, LLC. On February 26, 2016, the Company
entered into an agreement with the non-controlling interest
member of EVO. In connection with this agreement, the Company
acquired the non-controlling interest members unit for a nominal
amount. In addition, the Company and the non-controlling interest
member agreed to and settled all outstanding obligations between
the two entities. EVOs non-controlling interest has not been
reflected, as the amount is an accumulated deficit and the
Company is responsible for the deficit. All intercompany accounts
and transactions have been eliminated in consolidation.

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 affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.

The consolidated financial statements include some amounts that
are based on managements best estimates and judgments. The most
significant estimates relate to allowance for uncollectible
accounts receivable, estimated lives and recoverability of
property and equipment, valuation of the derivative liability,
and contingencies. These estimates may be adjusted as more
current information becomes available, and any adjustment could
be significant.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased
with an original maturity of three months or less to be cash
equivalents. The Company continually monitors its positions with,
and the credit quality of, the financial institutions with which
it invests. As of the consolidated balance sheet dates and
periodically throughout the year, the Company has maintained
balances in various operating accounts in excess of federally
insured limits.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies (continued)

Accounts Receivable

The Company provides an allowance for doubtful accounts equal to
the estimated uncollectible amounts. The Companys estimate is
based on historical collection experience and a review of the
current status of trade accounts receivable. It is reasonably
possible that the Companys estimate of the allowance for doubtful
accounts will change and that losses ultimately incurred could
differ materially from the amounts estimated in determining the
allowance. As of December 31, 2016, the Company had an allowance
for doubtful accounts balance of $204,420. No allowance for
doubtful accounts was recorded as of December 31, 2015.

Concentrations of Credit Risk

The Company grants credit in the normal course of business to
customers in the United States. The Company periodically performs
credit analysis and monitors the financial condition of its
customers to reduce credit risk. The Company performs ongoing
credit evaluations of its customers but generally does not
require collateral to support accounts receivable.

During the years ended December 31, 2016 and 2015, five and four
customers accounted for 80% and 87% of total revenues,
respectively. At December 31, 2016 and 2015, five and one
customers accounted for 94% and 87% of total accounts receivable,
respectively.

Volumetric Excise Tax Receivable

The Company collects and remits volumetric excise tax credit
receivable (VETC) assessed by governmental authorities that are
imposed on and concurrent with revenue-producing transactions
between the Company and its customers. The VETC receivables
consist primarily of excise tax refunds to be received from the
Federal Government on CNG fuel sales, which is recorded gross and
the Companys obligation due to its customer is recorded in
accounts payable and accrued liabilities.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of
deposits and other expenses paid in advance.

CNG Station Facilities

CNG station facilities are stated at cost. Depreciation is
provided utilizing the straight-line method over the estimated
useful lives for the station of 15 years. The Company
periodically reviews the reasonableness of estimates regarding
useful lives based upon the Companys experience with similar
assets and conditions. The Company expenses repairs and
maintenance costs as incurred and capitalizes costs that extend
the useful lives of the stations.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies (continued)

Long-Lived Assets

The Company evaluates the recoverability of long-lived assets
whenever events or changes in circumstances indicate that an
assets carrying amount may not be recoverable. Such circumstances
could include, but are not limited to (1) a significant decrease
in the market value of an asset, (2) a significant adverse change
in the extent or manner in which an asset is used, or (3) an
accumulation of costs significantly in excess of the amount
originally expected for the acquisition of an asset. The Company
measures the carrying amount of the asset against the estimated
undiscounted future cash flows associated with it. Should the sum
of the expected future net cash flows be less than the carrying
value of the asset being evaluated, an impairment loss would be
recognized. The impairment loss would be calculated as the amount
by which the carrying value of the asset exceeds its fair value.
The fair value is measured based on quoted market prices, if
available. If quoted market prices are not available, the
estimate of fair value is based on various valuation techniques,
including the discounted value of estimated future cash flows.
The evaluation of asset impairment requires the Company to make
assumptions about future cash flows over the life of the asset
being evaluated. These assumptions require significant judgment
and actual results may differ from assumed and estimated amounts.

Grant Agreement

During 2016, the Company was the recipient of a grant in the
amount of $400,000 from the Texas Commission on Environmental
Quality. The grant funds were used to complete the construction
of the Companys San Antonio facility as contemplated in the grant
agreement. The grant proceeds are subject to repayment if the
Company does not satisfy certain operational metrics contained in
the grant agreements. The Company believes that it can satisfy
these objectives, although it cannot provide assurance that such
future events will occur. The grant agreement expires in August
2020. The Company records the grant proceeds as a reduction of
the cost of the respective station.

Hedging Activities

The Company periodically enters into commodity derivative
contracts to manage its exposure to gas price volatility.

Generally accepted accounting principles (GAAP) require
recognition of all derivative instruments on the balance sheets
as either assets or liabilities measured at fair value.
Subsequent changes in a derivatives fair value are recognized
currently in earnings unless specific hedge accounting criteria
are met. Gains and losses on derivative hedging instruments must
be recorded in either other comprehensive income or current
earnings, depending on the nature and designation of the
instrument.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies (continued)

Hedging Activities (continued)

Management of the Company has determined that the administrative
effort required to account for derivative instruments as cash
flow hedges is greater than the financial statement presentation
benefit. As a result, the Company marks its derivative
instruments to fair value and records the changes in fair value
as a component of other income and expense. Cash settlements from
the Companys price risk management activities are likewise shown
as a component of other income and expense and as a component of
operating cash flows on the statements of cash flows.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising
expense for the periods ended December 31, 2016 and 2015 was
$13,011 and $8,019, respectively.

Income Taxes

The Company has elected to be treated as a partnership for income
tax purposes. Accordingly, taxable income and losses of the
Company are reported on the income tax returns of the Companys
members, and no provision for federal income taxes has been
recorded on the accompanying consolidated financial statements.
The Company follows the authoritative guidance relating to
accounting for uncertain tax positions, which requires that it
recognize the financial statement impact of a tax position
attributed to the entity only after determining that the relevant
taxing authority would more likely than not sustain the position
following an audit.

If taxing authorities were to disallow any tax positions taken by
the Company, the additional income taxes, if any, would be
imposed on the members rather than the Company. Accordingly,
there would be no effect on the Companys consolidated financial
statements. Interest and penalties associated with tax positions
are recorded in the period assessed as general and administrative
expenses. No interest or penalties have been assessed as of
December 31, 2016 and 2015, respectively.

Revenue Recognition

The Companys revenues primarily consist of CNG fuel sales. These
revenues are recognized in accordance with GAAP, which requires
that the following four criteria must be met before revenue can
be recognized: (i) persuasive evidence of an arrangement exists;
(ii) delivery has occurred and title and the risks and rewards of
ownership have been transferred to the customer or services have
been rendered; (iii) the price is fixed or determinable; and (iv)
collectability is reasonably assured. Applying these factors, the
Company typically recognizes revenue from the sale of natural gas
fuel at the time the fuel is dispensed.

The Company is eligible to receive, at times, VETC when a
gasoline gallon equivalent of CNG is sold as vehicle fuel. Based
on the service relationship with its customers, either the
Company or its customers claims the credit. The Company records
its VETC credits, if any, as revenue in its statements of
operations as the credits are fully refundable. See the
discussion under Volumetric Excise Tax Credit below for further
information.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies (continued)

Volumetric Excise Tax Credit

From May 12, 2012 through December 31, 2015, the Company was
eligible to receive the VETC alternative fuels tax credit of
$0.50 per gasoline gallon equivalent of CNG that it sold as
vehicle fuel. For 2016, the VETC credit is $0.50 per gasoline
gallon equivalent of CNG that is sold as a vehicle fuel. The
American Taxpayer Relief Act, signed into law on January 2, 2013,
reinstated VETC for 2013 and made it retroactive to January 1,
2012. The Company did not record any VETC revenues in 2012 or
2013. The Tax Increase Prevention Act, signed into law on
December 19, 2014, reinstated VETC for the 2014 calendar year and
made it retroactive to January 1, 2014. As a result, VETC
revenues for 2014 totaled $103,802. In December 2015, the VETC
was extended through December 31, 2016 and made retroactive to
January 1, 2015. As a result, VETC revenues for the year ended
December 31, 2016 and 2015 were $92,170 and $431,391,
respectively.

Recently Issued Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB)
issued Accounting Standards Update (ASU) No. 2016-02,
Leases, which will require lessees to recognize a
right-of-use asset and a lease liability for all leases that are
not short-term in nature. For a lessor, the accounting applied is
also largely unchanged from previous guidance. The new rules will
be effective for the Company in 2020. The Company is currently in
the process of evaluating the impact of adoption of the new rules
on the Companys financial condition, results of operations, and
cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from
Contracts with Customers (Topic 606), which supersedes
current revenue recognition requirements and industry-specific
guidance. The codification was amended through additional ASUs
and, as amended, requires an entity to recognize revenue when it
transfers promised goods or services to customers in an amount
that reflects the consideration the entity expects to be entitled
to in exchange for those goods or services. The Company is
required to adopt the new standard in 2019 and may adopt either
retrospectively to each prior reporting period presented or as a
cumulative-effect adjustment as of the date of adoption using one
of two retrospective application methods. The Company is
continuing to evaluate the provisions of this new guidance and
has not determined the impact this standard may have on its
financial condition, results of operations, cash flows, and
related disclosures or decided upon the method of adoption.

In August 2014, the FASB issued ASU No. 2014-15, Presentation
of Financial Statements – Going Concern (Subtopic 205-40).
ASU No. 2014-15 explicitly requires management of all entities to
evaluate whether there are conditions and events that raise
substantial doubt about the entitys ability to continue as a
going concern within one year after the consolidated financial
statements are available to be issued and to provide related
footnote disclosure in certain circumstances. ASU No. 2014-15 was
effective for the year ending December 31, 2016. The adoption of
this standard has resulted in additional disclosure related to
managements plans for liquidity and capital resources.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 1 – Description of Business and Summary of
Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements (continued)

The accompanying consolidated financial statements have been
prepared on a going-concern basis, which contemplates the
realization of assets and liquidation of liabilities in the
ordinary course of business.

In February 2017, the Company was acquired by Minn Shares Inc.
(Minn). Minn is an early stage company in the process of
acquiring several businesses in the vehicle fuels industry. Minn
financed the acquisition of the Company with approximately $13.6
million of debt of which $3.8 million is contemplated to be
repaid through a successful secondary offering before the
December 31, 2017 due date. As of December 31, 2016, both the
Company and Minn have a working capital deficit and have suffered
recurring losses from operations that raises doubt about its
ability to continue as a going concern. Minn anticipates
rectifying outstanding obligations with additional public or
private offerings. Minn is also evaluating certain cash flow
improvement measures. However, there can be no assurance that
Minn will be successful in these efforts.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern; however, the above conditions raise doubt about the
Companys ability to do so. The consolidated financial statements
do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the
amounts and classifications of liabilities that may result should
the Company be unable to continue as a going concern.

Note 2 – Consolidated Balance Sheet
Disclosures

Property and equipment are summarized as follows:

		December 31,
CNG station facilities		$	7,877,812			$	8,277,812
Less accumulated depreciation			(1,245,411	)			(720,224	)
		$	6,632,401			$	7,557,588

Depreciation expense for the years ended December 31, 2016 and
2015 was $525,187 and $522,082, respectively.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 2 – Consolidated Balance Sheet Disclosures
(continued)

Accounts payable and accrued liabilities consist of the
following:

		December 31,
Accounts payable		$	168,763			$	355,468
VETC payable			228,241				127,488
Other			2,010				1,841
		$	399,014			$	484,797

Note 3 – Derivative Instruments

The Company periodically enters into various commodity hedging
instruments to mitigate a portion of the effect of natural gas
price fluctuations, as summarized in the table below. Open
derivative positions are accounted for on a fair value basis at
the consolidated balance sheet date, and any unrealized gain or
loss is included in other expense on the consolidated statement
of operations. Gains and losses from settled transactions are
also recorded in other expense on the consolidated statement of
operations. The Company does not have any derivative contracts
designated as cash flow hedges.

The following table summarizes the fair value of the derivatives
recorded in the consolidated balance sheets, by category.

		Fair Value at December 31,
Current commodity derivative liability		$	5,821			$	38,983
Long-term commodity derivative liability			76,811				55,260
Total derivative liability		$	82,632			$	94,243

As of December 31, 2016, the Company was party to one open
derivative positions outstanding summarized below:

Type

Term

Volume Hedged (Dth)

Index

Fixed Price ($/Dth)

Swap

March 2015 – February 2019

95,000

NYM-LDS

$

3.82

The Company incurred realized losses on derivative liability of
$29,438 and $32,775 for the years ended December 31, 2016 and
2015, respectively. The Company incurred unrealized gains
(losses) on derivative liability of $11,611 and ($94,243) for the
years ended December 31, 2016 and 2015, respectively.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 4 – Fair Value Measurements

Authoritative guidance defines fair value as the price that would
be received to sell an asset or paid to transfer a liability (an
exit price) in an orderly transaction between market participants
at the measurement date. The guidance establishes a hierarchy for
inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by
requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use
in pricing the asset or liability developed based on market data
obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Companys assumptions of what
market participants would use in pricing the asset or liability
developed based on the best information available in the
circumstances. The hierarchy is broken down into three levels
based on the reliability of the inputs as follows:

	Level 1:	Quoted prices are available in active markets for identical assets or liabilities;
	Level 2:	Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; or
	Level 3:	Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash flow models or valuations.

The determination of where assets and liabilities fall within
this hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. The Companys policy is
to recognize transfers in and/or out of the fair value hierarchy
as of the end of the reporting period in which the event or
change in circumstances caused the transfer. The Company has
consistently applied the valuation techniques discussed below in
all periods presented.

The following table presents the Companys financial liabilities
that were accounted for at fair value on a recurring basis as of
December 31, 2016, by level, within the fair value hierarchy:

Description		Level 1			Level 2			Level 3			Total
Liability
Derivative liability		$	–			$	82,632			$	–			$	82,632

The following table presents the Companys financial liabilities
that were accounted for at fair value on a recurring basis as of
December 31, 2015, by level, within the fair value hierarchy:

Description		Level 1			Level 2			Level 3			Total
Liability
Derivative liability		$	–			$	94,243			$	–			$	94,243

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 4 – Fair Value Measurements (continued)

The fair value of these derivative swap contracts is based on
market prices posted on the New York Mercantile Exchange for
natural gas. The Company determines the fair value of its
derivative instruments under the income approach using a
discounted cash flow model. The valuation model requires a
variety of inputs, including contractual terms, projected natural
gas prices, discount rates, and credit risk adjustments, as
appropriate. The Company’s estimates of fair value of
derivatives include consideration of the counterparty’s
creditworthiness, the Company’s creditworthiness, and the time
value of money. The consideration of these factors results in an
estimated exit price for each derivative asset or liability under
a marketplace participant’s view. All of the significant inputs
are observable, either directly or indirectly; therefore, the
Company’s derivative instruments are included within the Level 2
fair value hierarchy.

Note 5 – Promissory Note

On March 24, 2016, the Company entered into a promissory note
with Arizona Business Bank for $4,000,000 to fund the payoff of
the related party promissory note. Interest payments are payable
monthly based on an interest of LIBOR plus 2.50% with the full
principal amount due at maturity on March 23, 2017. The
promissory note is collateralized by substantially of the
Company’s assets. As of December 31, 2016, the outstanding
amount under the promissory note was $4,000,000. In February
2017, the Company was acquired by Minn and the Companys former
members assumed the outstanding balance on the promissory note
(Note 1).

Note 6 – Related Party Promissory Notes

In April 2014 and January 2015, the Company entered into a
related party promissory note with the EVO non-controlling
interest member for $1,779,935 and $2,241,858, respectively. The
promissory note was secured by two of the Company’s stations. On
February 26, 2016, the Company entered into an agreement with the
non-controlling interest member of EVO which settled all
outstanding obligations between the two entities (Note 1).

Note 7 – Members’ Equity

Profit, losses, and distributions are allocated to the owners in
accordance with the Companys operating agreement.

ENVIRONMENTAL ALTERNATIVE FUELS, LLC

Notes to Consolidated Financial Statements

Note 8 – Commitments and Contingencies

Environmental Matters

The Company is subject to federal, state, and local environmental
laws and regulations. The Company does not anticipate any
expenditures to comply with such laws and regulations that would
have a material impact on the Company’s financial position,
results of operations or liquidity. The Company believes that its
operations comply, in all material respects, with applicable
federal, state, local, and foreign environmental laws and
regulations.

Long-Term Take-or-Pay Natural Gas Supply Contracts

At December 31, 2016 and 2015, the Company had commitments to
purchase CNG on a take-or-pay basis of approximately $545,000 and
$742,000, respectively. It is anticipated these are normal
purchases that will be necessary for sales, and no cash
settlements will be made related to the purchase commitments.

Note 9 – Subsequent Events

The Company has evaluated all subsequent events through the
auditors’ report date, which is the date the consolidated
financial statements were available for issuance. With the
exception of those matters discussed in Note 1, there were no
material subsequent events that required recognition or
additional disclosure in the consolidated financial statements.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma financial statements have been
prepared in accordance with guidelines specified by Article 11 of
Regulation S-X. Specifically, the Unaudited Combined Statements
of Operations for the twelve months ended December 31, 2016, have
been prepared as if the offering of our:

(1)

Promissory note to a former Environmental Alternative Fuels, LLC (EAF) member in the principal amount of $3.8 million (the Senior Promissory Note) that bears interest at 7.5%, and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of Minn Shares Inc. (Minn) in an amount not less than $10 million (a Private Offering); (b) December 31, 2017 or a (c) declaration by the noteholder of an event of default under the Senior Promissory Note.

(2)

Convertible promissory notes to the former EAF members in the aggregate principal amount of $9.5 million (the Convertible Notes). The Convertible Notes are convertible into 1,400,000 shares (the Transaction Shares) of Minn’s common stock, par value $0.0001 per share (the Common Stock), subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of Minns total outstanding shares of Common Stock on a post transaction basis.

(3)

Promissory notes to the former EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holders note (the Working Capital Notes).

The transactions are more fully described in Note 1 hereto. The
pro forma adjustments are based upon various estimates and
assumptions that our management believes are reasonable and
appropriate given the currently available information. Use of
different estimates and judgments could yield different results.

The unaudited pro forma financial statements do not reflect any
future operating efficiencies, associated cost savings or
possible integration costs that may occur related to the
combination of Minn and EAF. The unaudited pro forma financial
statements do not purport to reflect our results of operations or
financial position that would have occurred had we operated as a
public company or as a group of companies during the periods
presented. The unaudited pro forma financial statements should
not be relied upon as being indicative of our financial condition
or results of operations had the transactions occurred on the
date assumed nor as a projection of our results of operations or
financial position for any future period or date.

The unaudited pro forma financial statements should be read in
conjunction with the historical financial statements and related
notes of Minn appearing in Minns public filings available on
www.sec.gov.and appearing elsewhere in this Current Report on
Form 8-K and in our Current Report on Form 10-K filed April 18,
2017.

MINN SHARES INC.

Unaudited Pro Forma Combined Balance Sheets

As of December 31, 2016

					Environmental
		Minn			Alternative			Pro Forma
		Shares Inc			Fuels, LLC			Adjustments			Pro Forma
Current assets
Cash and cash equivalents		$	24,944			$	669,401			$	(669,401	)	[a]	$	24,944
Accounts receivable, net			–				400,152				(400,152	)	[b]		–
Volumetric excise tax credit receivable			15,214				248,704				(248,704	)	[c]		15,214
Prepaids and other current assets			11,576				103,958				–				115,534
			–												–
Total current assets			51,734				1,422,215				(1,318,257	)			155,692
Non-current assets
Property and equipment, net			1,102,249				6,632,401				–				7,734,650
Construction in progress			79,354				–				–				79,354
Deposits			39,646				–				–				39,646
Goodwill and other intangibles			–				–				6,896,273				6,896,273
											(737,175	)	[j]
Total non-current assets			1,221,249				6,632,401				6,159,098				14,012,748
Total assets		$	1,272,983			$	8,054,616			$	4,840,841			$	14,168,440
Current liabilities
Accounts payable		$	822,829			$	228,944			$	(228,944	)	[d]	$	822,829
Accounts payable – related party			261,060				–				–				261,060
Advances from member			37,500				–				–				37,500
Accrued interest – related party			164,368				–				442,500		[h] and [i]		606,868
Accrued expenses			127,596				170,070				(170,070	)	[e]		127,596
Derivative liability			–				5,821				–				5,821
Promissory note – related party			–				–				3,800,000		[h]		4,050,000
											250,000		[h]
Current portion of subordinated convertible senior notes payable to members			1,021,556												1,021,556
Current portion of long-term debt			121,299				4,000,000			$	(4,000,000	)	[f]		121,299
Total current liabilities			2,556,208				4,404,835				93,486				7,054,529
Non-current liabilities
Long term subordinated convertible notes payable to members			1,166,373												1,166,373
Convertible promissory notes – related party			405,103				–				9,500,000		[i]		9,905,103
Long term debt, less current portion			1,073,690				–								1,073,690
Deferred rent			15,439				–				–				15,439
Derivative liability, less current portion			–				76,811				–				76,811
Deferred income tax liability			71,294				–				–				71,294
Total non-current liabilities			2,731,899				76,811				9,500,000				12,308,710
Total liabilities			5,288,107				4,481,646				9,593,486				19,363,239
Commitments and contingencies
Members’ and Stockholders’ 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; 317,207 shares issued and outstanding							–				–
Additional paid-in capital			899,304				5,817,546				(5,817,546	)	[g]		899,304
Accumulated deficit			(4,914,460	)			(2,244,576	)			2,244,576		[g]		(6,094,135	)
											(737,175	)	[j]
											(442,500	)	[h] and [i]
Total members’ and stockholders’ deficit			(4,015,124	)			3,572,970				(4,752,645	)			(5,194,799	)
Total liabilities and members’ and stockholders’ deficit		$	1,272,983			$	8,054,616			$	4,840,841			$	14,168,440

MINN SHARES INC.

Unaudited Pro Forma Combined Statements of
Operations

For the Twelve Months Ended December 31, 2016

					Environmental
		Minn			Alternative			Pro Forma
		Shares Inc			Fuels, LLC			Adjustments			Pro Forma
Revenue
CNG sales		$	353,346			$	2,574,369			$	–			$	2,927,715
Volumetric excise tax credit			129,549				71,245				–				200,794
Total sales			482,895				2,645,614				–				3,128,509
Cost of CNG sales			281,441				1,544,261				–				1,825,702
Gross profit			201,454				1,101,353				–				1,302,807
Operating expenses
General and administrative			1,760,347				784,751				–				2,545,098
Depreciation			210,892				525,187				–				736,079
Amortization			–				–				737,175		[a]		737,175
Total operating expenses			1,971,239				1,309,938				–				3,281,177
Loss from operations			(1,769,785	)			(208,585	)			–				(1,978,370	)
Other income (expense)
Interest			(375,453	)			(188,624	)			(442,500	)	[b]		(1,006,577	)
Loss on acquisition of El Toro			(717,011	)			–				–				(717,011	)
Commodity derivative gain (loss)			–				(17,827	)			–				(17,827	)
Total other income (expense)			(1,092,464	)			(206,451	)			(442,500	)			(1,741,415	)
Loss before income taxes			(2,862,249	)			(415,036	)			(442,500	)			(3,719,785	)
Income tax expense
Deferred tax expense			(71,294	)			–				–				(71,294	)
Total provision for income taxes			(71,294	)			–				–				(71,294	)
Net loss		$	(2,933,543	)		$	(415,036	)		$	(442,500	)		$	(3,791,079	)
Net loss per share
Basic		$	(9.25	)										$	(11.95	)
Dilutive		$	(9.25	)										$	(11.95	)

Note 1 Basis of Pro Forma Presentation

For purposes of pro forma presentation, the acquisition date of
Environmental Alternative Fuels, LLC is assumed to be the
following for each of the respective financial statements.

	Unaudited Combined Statement of Operations for the twelve months ended December 31, 2016 Acquisition Date January 1, 2016
	Unaudited Combined Balance sheet as of December 31, 2016 – Acquisition date December 31, 2016

In conjunction with the acquisition of Environmental Alternative
Fuels, LLC, the following equity and debt instruments were
issued:

	$3,800,000 in related party promissory note, maturity December 2017, interest rate of 7.5%;
	$9,500,000 in convertible promissory note related party, maturity February 2026, interest rate of 1.5%
	$250,000 in related party promissory note, maturity 180 days from the date of the promissory note, interest rate of 6%

For purposes of these unaudited pro forma condensed combined
financial statements, it has been assumed that the promissory
notes related party and convertible promissory note related party
instruments have been received as of the Acquisition Date.

The unaudited pro forma condensed combined financial statements
have been prepared assuming that the acquisition is accounted for
using the acquisition method of accounting. Accordingly, the
assets acquired and liabilities of the seller have been adjusted
to their fair values as of December31,2016.

Fair Values as of December 31, 2016

Environmental Alternative Fuels, LLC tangible assets		$	6,736,359
Environmental Alternative Fuels, LLC tangible liabilities			(82,632	)
Net Tangible Assets			6,653,727
Goodwill and other intangibles			6,896,273
Promissory notes related party			13,550,000
Consideration of promissory notes related party		$	13,550,000

The difference between the fair market value of the net tangible
assets and the consideration given have been allocated between
Identifiable intangible assets (trademarks and customer
relationships) which will be amortized over three (3) to ten (10)
years and Goodwill which in accordance with the ASC No. 805
Business Combinations will not be amortized but instead will be
tested for impairment at least annually and whenever events or
circumstances have occurred that may indicate a possible
impairment. The identifiable intangible assets of trademarks and
customer relationships have not been separately identified as the
information is incomplete at the time of this report. The
identifiable intangible assets will be included in the Companys
Form 10-Q to be filed on or before May 15, 2017.

Acquisition related costs are estimated to be $100,000 for the
year ended December 31, 2016.

Note 2 Pro Forma Presentation Adjustments and
Assumptions

The adjustments included in the column under the heading Pro
Forma Adjustments in the unaudited pro forma condensed combined
financial statements are as follows:

Pro Forma Adjustments to the Combined Balance
Sheet

[a] To eliminate sellers cash and cash equivalents which were
excluded from the Agreement and Plan of Securities Exchange dated
January 11, 2017 (the Securities Exchange Agreement) by and among
Minn, EAF, EVO, and the EAF members.

[b] To eliminate sellers accounts receivable, net which was
excluded from the Securities Exchange Agreement.

[c] To eliminate sellers Volumetric excise tax credit receivable
which was excluded from the Securities Exchange Agreement.

[d] To eliminate sellers accounts payable which was excluded from
the Securities Exchange Agreement.

[e] To eliminate sellers accrued expenses which were excluded
from the Securities Exchange Agreement.

[f] To eliminate sellers debt instrument which was excluded from
the Securities Exchange Agreement.

[g] To eliminate sellers portion of members deficit.

[h] To record the issuance of promissory notes related party and
related interest.

[i] To record the issuance of convertible promissory notes
related party and related interest.

[j] To record identifiable intangible assets and goodwill
associated with the acquisition of Environmental Alternative
Fuels, LLC and related amortization.

Pro Forma Adjustments to the Combined Statements of
Operations

[a] To record the estimated amortization of identifiable
intangible assets expense for the year ended December 31, 2016.

[b] To record the interest expense associated with the issuance
of promissory notes related party and convertible promissory note
related party for the year ended December 31, 2016.

About Minn Shares Inc. (OTCMKTS:MSHSD)

Minn Shares Inc. is a shell company. The Company’s business purpose is to seek the acquisition of or merger with an existing company. The Company operated over two yogurt shops, including one in Minneapolis, Minnesota, and one in St. Paul, Minnesota. The Company’s business is focused on locating a suitable merger or acquisition candidate or investigating the possibility of becoming a closed-end, non-diversified management company. The Company has not earned any revenues from its operations.

Minn Shares Inc. (OTCMKTS:MSHSD) Recent Trading Information

Minn Shares Inc. (OTCMKTS:MSHSD) closed its last trading session 00.00 at 1.02 with 200 shares trading hands.