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 JULY 31, 2012
Commission file number 000-54390
CINDISUE MINING CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
(Address of principal executive offices, including zip code)
Telephone (858)278-1166 Facsimile (904)369-5658
(Telephone number, including area code)
Cindisue Mining Corp.
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Facsimile (904)369-5658
(Name and Address of Agent for Service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [X] 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 (ss.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,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 8,500,000 shares as of September 12,
2012
ITEM 1. FINANCIAL STATEMENTS
The unaudited financial statements for the quarter ended July 31, 2012
immediately follow.
2
Cindisue Mining Corp.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
July 31, January 31,
2012 2012
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 88 $ 80
-------- --------
TOTAL CURRENT ASSETS 88 80
-------- --------
TOTAL ASSETS $ 88 $ 80
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 9,249 $ 195
Advances from Officers 25,701 --
Notes payable -- 4,300
-------- --------
TOTAL CURRENT LIABILITIES 34,950 4,495
LONG-TERM LIABILITIES
Accrued interest payable -- 219
Notes payable -- --
-------- --------
TOTAL LONG-TERM LIABILITIES -- 219
TOTAL LIABILITIES 34,950 4,714
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
8,500,000 shares issued and outstanding as of July 31, 2012
and January 31, 2012 respectively 850 850
Additional paid-in capital 44,150 44,150
Deficit accumulated during exploration stage (79,862) (49,634)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (34,862) (4,634)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 88 $ 80
======== ========
The accompanying notes are an integral part of these financial statements
3
Cindisue Mining Corp.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
July 31, July 31, July 31, July 31, July 31,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
GENERAL & Administrative Expenses
Administrative expenses 7,750 1,660 12,807 10,082 31,522
Professional fees 2,441 1,000 22,941 3,500 40,141
Exploration costs -- -- -- 8,000 13,500
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 10,191 2,660 35,747 21,582 85,162
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATION (10,191) (2,660) (35,747) (21,582) (85,162)
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest expense (53) (43) (101) (86) (320)
Debt Forgiveness 5,620 -- 5,620 -- 5,620
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) 5,567 (43) 5,519 (86) 5,300
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (4,624) $ (2,703) $ (30,228) $ (21,668) $ (79,862)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 8,500,000 8,500,000 8,500,000 7,339,779
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
4
Cindisue Mining Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
January 8, 2010
Six Months Six Months (inception)
Ended Ended through
July 31, July 31, July 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(30,228) $(21,668) $(79,862)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Common stock issued for service -- 5,000 5,000
Debt Forgiveness (5,620) -- (5,620)
Changes in operating assets and liabilities:
Increase in accounts payable 9,054 (3,540) 9,249
Increase in accrued interest 101 86 320
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (26,693) (20,122) (70,913)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from Officers 25,701 -- 25,701
Proceed from notes payable 1,000 -- 6,500
Payment to notes payable -- (1,200) (1,200)
Issuance of common stock -- 25,000 40,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 26,701 23,800 71,001
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 8 3,678 88
CASH AT BEGINNING OF PERIOD 80 1,308 --
-------- -------- --------
CASH AT END OF PERIOD $ 88 $ 4,986 $ 88
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
5
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Cindisue Mining Corp. (the "Company") was incorporated on January 8, 2010 under
the laws of the State of Delaware. The Company's activities to date have been
limited to organization and capital. The Company has been in the exploration
stage since its formation and has not yet realized any revenues from its planned
operations.
The Company is primarily engaged in the acquisition and exploration of mining
properties. The Company has acquired Ford 1-4 mineral claims in Esmeralda
County, NV for exploration and has formulated a business plan to investigate the
possibilities of a viable mineral deposit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING BASIS
The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company is an exploration stage mining company and has not yet realized any
revenue from its operations. Mineral property acquisition costs are initially
capitalized in accordance with ASC 805-20-55-37, previously referenced as the
FASB Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the
carrying costs for impairment under ASC 930 at each fiscal quarter end. When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property will be capitalized. The Company has determined that all
property payments are impaired and written off the acquisition costs to project
expenses. Once capitalized, such costs will be amortized using the units of
production method over the estimated life of the probable reserve.
6
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
To date, mineral property exploration costs have been expensed as incurred. To
date the Company has not established any proven or probable reserves on its
mineral properties.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriate accounts and the resultant gain or loss is included in net income.
CASH AND CASH EQUIVALENTS
Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.
INCOME TAXES
The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No.740, "Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets 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. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.
FINANCIAL INSTRUMENTS
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 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. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:
7
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
* Level 1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets. A quoted price in an active market provides the most
reliable evidence of fair value and must be used to measure fair value
whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be
corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting entity's
own assumptions about the assumptions that market participants would use in
pricing an asset or liability. For example, level 3 inputs would relate to
forecasts of future earnings and cash flows used in a discounted future
cash flows method.
The recorded amounts of financial instruments, including cash equivalents
accounts payable and accrued expenses, and note payable approximate their market
values as of July 31, 2012 and July 31, 2011.
NET LOSS PER SHARE
Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
SHARE BASED EXPENSES
The Company records stock based compensation in accordance with the guidance in
ASC Topic 718 which requires the Company to recognize expenses related to the
fair value of its employee stock option awards. This eliminates accounting for
share-based compensation transactions using the intrinsic value and requires
instead that such transactions be accounted for using a fair-value-based method.
The Company recognizes the cost of all share-based awards on a graded vesting
basis over the vesting period of the award.
8
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 3 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.
July 31, January 31,
2012 2012
-------- --------
Net operating loss carryforward $ 27,153 $ 16,876
Valuation allowance (27,153) (16,876)
-------- --------
Net deferred income tax asset $ -- $ --
======== ========
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.
In January 2010, the Financial Accounting Standards Board ("FASB") issued
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. The guidance requires new disclosures on
the transfers of assets and liabilities between Level 1 (quoted prices in active
market for identical assets or liabilities) and Level 2 (significant other
observable inputs) of the fair value measurement hierarchy, including the
reasons and the timing of the transfers. Additionally, the guidance requires a
roll forward of activities on purchases, sales, issuance, and settlements of the
assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). The guidance became effective for us with the
reporting period beginning January 1, 2010, except for the disclosure on the
roll forward activities for Level 3 fair value measurements, which will become
effective for us with the reporting period beginning July 1, 2011. Other than
requiring additional disclosures, adoption of this new guidance did not have a
material impact on our financial statements.
9
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS-CONTINUED
In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this standard is not expected to have a significant impact on the Company's
financial statements.
On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic
of the FASC to provide updates including: (1) requiring the company to evaluate
subsequent events through the date in which the financial statements are issued;
(2) amending the glossary of the "Subsequent Events" topic to include the
definition of "SEC filer" and exclude the definition of "Public entity"; and (3)
eliminating the requirement to disclose the date through which subsequent events
have been evaluated. This guidance was prospectively effective upon issuance.
The adoption of this guidance did not impact the Company's results of operations
of financial condition.
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
NOTE 6 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$79,862 since its inception and requires capital for its contemplated
operational and exploration activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
10
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 7 - RELATED PARTY TRANSACTIONS
Daniel Martinez, the sole officer and director of the Company, may in the
future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
Daniel Martinez, the sole officer and director of the Company, will not be paid
for any underwriting services that he performs on behalf of the Company with
respect to the Company's S-1 offering. He will also not receive any interest on
any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
On March 5, 2012 Donovan Cooper resigned as our Treasurer, Chief Financial
Officer and Secretary. As a result, concurrent to Mr. Cooper's resignation we
appointed Daniel Martinez as Treasurer, Chief Financial Officer, Secretary and
as a Director of our company.
Daniel Martinez, advanced funds to the company to pay costs incurred by it.
These funds are interest free. The balance due to the director was $25,701 on
July 31, 2012.
NOTE 8 - NOTES PAYABLE
Since inception the Company received cash totaling $6,500 from EFM Venture
Group, Inc., an unrelated party, in the form of four promissory notes and made
one payment of $1,200 in cash. As of July 31, 2012 the amount due to EFM Venture
Group was $5,300.
The Company received cash in the amount of $1,000 from EFM Venture Group, Inc,
This amount is represented by one unsecured promissory note dated July 31, 2010.
This loan is at 4% interest with principle and interest all due on July 31,
2012. On February 10, 2011, the Company paid back $1,000.
The Company received cash in the amount of $2,900 from EFM Venture Group, Inc.
This amount is represented by one unsecured promissory note dated November 24,
2010. This loan is at 4% interest with principle and interest all due on
November 24, 2012. On February 10, 2011, the Company paid back $200.
The Company received cash in the amount of $1,600 from EFM Venture Group, Inc.
This amount is represented by one unsecured promissory note dated January 6,
2011 This loan is at 4% interest with principle and interest all due on January
6, 2013.
The Company received cash in the amount of $1,000 from EFM Venture Group, Inc,
This amount is represented by one unsecured promissory note dated March 15,
2012. This loan is at 4% interest with principle and interest all due on March
15, 2014.
Accrued interest payable as of July 31, 2012 was $0.
11
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 8 - NOTES PAYABLE-CONTINUED
On July 31, 2012, EMF Venture Group Inc., and unrelated party agreed to forgive
debts outstanding to them totaling $5,620 which have been recorded as other
income.
NOTE 9 - STOCK TRANSACTIONS
On January 22, 2010, the Company issued a total of 3,000,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$15,000
On March 8, 2011, the company completed its offering of 2,500,000 common stocks
to 27 individuals for cash in the amount of $0.01 per share for a total of
$25,000.
On March 12, 2011 3,000,000 shares of common stock were issued to the director
Mr. Donavan L. Cooper in exchange for services from inception through January
31, 2011. The shares are valued at $5,000. The shares are issued under Rule 144
and are restricted securities within the meaning of the rule.
As of July 31, 2012 and January 31, 2012, the Company had 8,500,000 shares of
common stock issued and outstanding respectively.
NOTE 10 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of July 31, 2012:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 8,500,000
shares issued and outstanding.
NOTE 11 - MINERAL CLAIMS
On January 28, 2010, the Company acquired a 100% interest in the Ford 1-4
minerals claims located in Esmeralda County, Nevada.
The claims and related geological report were acquired for $7,000. These costs
have been expensed as exploration costs during the period ended January 31,
2010.
On April 12, 2011, the Company paid the consulting geologist $8,000 to commence
Phase One of the exploration program on the claims. The consulting geologist
refunded $1,500 on September 18, 2011 as the funds were not required to complete
the Phase 1 study.
The Company has completed the Phase 1 study of its Ford 1-4 Mineral Claim in
12
Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
July 31, 2012
NOTE 11 - MINERAL CLAIMS-CONTINUED
Esmeralda County, Nevada. Phase 1 consisted of mobile metal ion (MMI) soil
sampling, proprietary IONIC Leach (IL) digestion and induction coupled plasma
(ICP) analysis.
The Phase 1 work involved a total of 45 grid controlled MMI soil samples. The
Phase 1 data rendered poor results. It is not likely that further study of the
claim will yield any better result. Management, with the prime objective of
maximizing shareholder value, is considering the options of obtaining additional
funds to seek additional claims for exploration or an outright sale of the
company.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenue to date.
We incurred operating expenses of $10,191 and $2,660 for the three months ended
July 31, 2012 and 2011, respectively. These expenses consisted of general
operating expenses and professional fees. Our net losses for the three months
ended July 31, 2012 and 2011 were $4,624 and $2,703, respectively. We incurred
operating expenses of $35,747 and $21,582 for the six months ended July 31, 2012
and 2011, respectively. These expenses consisted of general operating expenses
and professional fees. For the period ended July 31, 2011 there was also $8,000
in exploration costs. Our net losses for the six months ended July 31, 2012 and
2011 were $30,228 and $21,668, respectively. Our net loss from inception
(January 8, 2010) through July 31, 2012 was $79,862 which includes $13,500 in
exploration expenses.
We received our initial funding of $15,000 through the sale of common stock to
Donovan L. Cooper, an officer and director, who purchased 3,000,000 shares of
our common stock at $0.005 per share on January 22, 2010.
On March 8, 2011, the company completed its offering of 2,500,000 shares of
common stock, pursuant to a Registration Statement on Form S-1, to 27
individuals for cash in the amount of $0.01 per share for a total of $25,000.
On March 12, 2011 3,000,000 shares of common stock were issued to a director of
the Company, Mr. Donavan L. Cooper, in exchange for services from inception
through January 31, 2011. The shares were valued at $5,000. The shares were
issued under Rule 144 and are restricted securities within the meaning of the
rule.
As of July 31, 2012 the Company had 8,500,000 shares of common stock issued and
outstanding held by 28 shareholders of record. The following table provides
selected financial data about our company for the period ended July 31, 2012.
Balance Sheet Data: 7/31/12
------------------- -------
Cash $ 88
Total assets $ 88
Total liabilities $ 34,950
Shareholders' equity $(34,862)
14
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2012 was $88, with outstanding liabilities of
$34,950, consisting of $9,249 in accounts payable and $25,701 in advances from
officers. If we experience a shortage of funds in the next twelve months we may
utilize funds from our director, who has agreed to advance funds for operations,
however he has no formal commitment, arrangement or legal obligation to advance
or loan funds to us.
PLAN OF OPERATION
The Company has completed the Phase 1 study of its Ford 1-4 Mineral Claim in
Esmeralda County, Nevada. Phase 1 consisted of mobile metal ion (MMI) soil
sampling, proprietary IONIC Leach (IL) digestion and induction coupled plasma
(ICP) analysis. The Phase 1 work involved a total of 45 grid controlled MMI soil
samples.
The Phase 1 data rendered poor results. It is not likely that further study of
the claim will yield any better result.
Management, with the prime objective of maximizing shareholder value, is
considering the options of obtaining additional funds to seek additional claims
for exploration or an outright sale of the company.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any 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 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
15
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of July 31, 2012 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of July 31, 2012.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
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MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2012. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2012.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Incorporated by
Exhibit No. Exhibit Reference or Filed Herewith
----------- ------- ---------------------------
3.1 Articles of Incorporation Incorporated by reference to the
Registration Statement on Form S-1
filed with the SEC on March 8,
2010, File No. 333-165302
3.2 Bylaws Incorporated by reference to the
Registration Statement on Form S-1
filed with the SEC on March 8,
2010, File No. 333-165302
31.1 Section 302 Certification of Filed herewith
Chief Executive Officer
31.2 Section 302 Certification of Filed herewith
Chief Financial Officer
32.1 Section 906 Certification of Filed herewith
Chief Executive Officer
32.1 Section 906 Certification of Filed herewith
Chief Financial Officer
101 Interactive data files Filed herewith
pursuant to Rule 405 of
Regulation S-T
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.
September 12, 2012 Cindisue Mining Corp.
/s/ Donovan L. Cooper
---------------------------------------------
By: Donovan L. Cooper
(Chief Executive Officer,
President & Director)
/s/ Daniel Martinez
---------------------------------------------
By: Daniel Martinez
(Chief Financial Officer, Principal Accounting
Officer, Secretary, Treasurer &
Director)
18