XOTC:CDMC Quarterly Report 10-Q Filing - 4/30/2012

Effective Date 4/30/2012

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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 APRIL 30, 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 June 13, 2012 <PAGE> ITEM 1. FINANCIAL STATEMENTS The financial statements for the quarter ended April 30, 2012 immediately follow. 2 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of April 30, 2012 January 31, 2012 -------------- ---------------- (Unaudited) <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 382 $ 80 -------- -------- TOTAL CURRENT ASSETS 382 80 -------- -------- TOTAL ASSETS $ 382 $ 80 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 6,537 $ 195 Advances from Officers 18,517 0 Notes payable 4,300 4,300 -------- -------- TOTAL CURRENT LIABILITIES 30,354 4,495 LONG-TERM LIABILITIES Accrued interest payable 267 219 Notes payable 1,000 0 -------- -------- TOTAL LONG-TERM LIABILITIES 267 219 TOTAL LIABILITIES 30,621 4,714 STOCKHOLDERS' EQUITY (DEFICIT) Common stock, ($0.0001 par value, 100,000,000 shares authorized; 8,500,000 and 3,000,000 shares issued and outstanding as of April 30, 2012 and January 31, 2012 respectively 850 850 Additional paid-in capital 44,150 44,150 Deficit accumulated during exploration stage (75,239) (49,634) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (30,239) (4,634) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 382 $ 80 ======== ======== The accompanying notes are an integral part of these financial statements 3 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Statements of Operations (Unaudited) -------------------------------------------------------------------------------- January 8, 2010 Three Months Three Months (inception) Ended Ended through April 30, 2012 April 30, 2011 April 30, 2012 -------------- -------------- -------------- <S> <C> <C> <C> REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- GENERAL & ADMINISTRATIVE EXPENSES Administrative expenses 5,057 8,422 23,772 Professional fees 20,500 2,500 37,700 Exploration costs -- 8,000 13,500 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 25,557 18,922 74,972 ---------- ---------- ---------- LOSS FROM OPERATION (25,557) (18,922) (74,972) ---------- ---------- ---------- OTHER INCOME (EXPENSE) Interest expense (48) (43) (267) ---------- ---------- ---------- NET INCOME (LOSS) $ (25,605) $ (18,965) $ (75,239) ========== ========== ========== BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 8,500,000 6,140,449 ========== ========== The accompanying notes are an integral part of these financial statements 4 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Statements of Cash Flows (Unaudited) -------------------------------------------------------------------------------- January 8, 2010 Three Months Three Months (inception) Ended Ended through April 30, 2012 April 30, 2011 April 30, 2012 -------------- -------------- -------------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(25,605) $(18,965) $(75,239) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Common stock issued for service 0 5,000 5,000 Changes in operating assets and liabilities: Increase in accounts payable 6,342 (3,400) 6,537 Increase in accrued interest 48 43 267 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (19,215) (17,322) (63,435) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Advance from Officers 18,517 -- 18,517 Proceed (Payment) from notes payable 1,000 (1,200) 5,300 Issuance of common stock 0 25,000 40,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 19,517 23,800 63,817 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 302 6,478 382 CASH AT BEGINNING OF PERIOD 80 1,308 0 -------- -------- -------- CASH AT END OF PERIOD $ 382 $ 7,786 $ 382 ======== ======== ======== 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 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 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. 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. 6 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2012 -------------------------------------------------------------------------------- NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED 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 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 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, advance from officer and notes payable approximate their market values as of April 30, 2012 and April 30, 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. 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. 8 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2012 -------------------------------------------------------------------------------- NOTE 3 - PROVISION FOR INCOME TAXES - CONTINUED April 30, 2012 January 31, 2012 -------------- ---------------- Net operating loss carryforward $ 25,581 $ 16,876 Valuation allowance (25,581) (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 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 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 $75,239 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 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2012 -------------------------------------------------------------------------------- NOTE 7 - RELATED PARTY TRANSACTIONS Daniel Martinez and Donovan Cooper, officers and directors of the Company, may in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. 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 has advanced funds to the company to pay costs incurred by it. These funds are interest free. The balance due to the Mr. Martinez was $18,517 on April 30, 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 April 30, 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 April 30, 2012 is $267. 11 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2012 -------------------------------------------------------------------------------- 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 April 30, 2012 and January 31, 2012, the Company had 8,500,000 and 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 April 30, 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 Esmeralda County, Nevada. Phase 1 consisted of mobile metal ion (MMI) soil sampling, proprietary IONIC Leach (IL) digestion and induction coupled plasma (ICP) analysis. 12 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) April 30, 2012 -------------------------------------------------------------------------------- NOTE 11 - MINERAL CLAIMS-CONTINUED 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 <PAGE> 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 $25,605 and $18,965 for the three months ended April 30, 2012 and 2011, respectively. These expenses consisted of general operating expenses, professional fees and interest expense. For the period ended April 30, 2011 there was also $8,000 in exploration costs. Our net loss from inception (January 8, 2010) through April 30, 2012 was $75,239 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 April 30, 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 April 30, 2012. Balance Sheet Data: 4/30/12 ------------------- ------- Cash $ 382 Total assets $ 382 Total liabilities $ 30,621 Shareholders' equity $(30,239) 14 <PAGE> LIQUIDITY AND CAPITAL RESOURCES Our cash balance at April 30, 2012 was $382, with outstanding liabilities of $30,621, consisting of $6,537 in accounts payable, $267 in accrued interest payable, $18,517 in advances from officers and $5,300 in notes payable to an unrelated party. 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 <PAGE> - 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 April 30, 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 April 30, 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. 16 <PAGE> 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. 17 <PAGE> 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 Section 906 Certification of Filed herewith Chief Executive Officer and 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. June 13, 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

XOTC:CDMC Quarterly Report 10-Q Filling

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XOTC:CDMC Quarterly Report 10-Q Filing - 4/30/2012
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