XOTC:CDMC Cindisue Mining Corp Annual Report 10-K/A Filing - 1/31/2012

Effective Date 1/31/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2012 Commission file number 000-54390 Cindisue Mining Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 27-1662466 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 11255 Tierrasanta Blvd., Unit 78 San Diego, CA 92124 Telephone (858)278-1166 Facsimile (904)369-5658 (Address of Principal Executive Offices, Zip Code & Telephone Number) Donovan L. Cooper Cindisue Mining Corp. 11255 Tierrasanta Blvd., Unit 78 San Diego, CA 92124 Telephone (858)278-1166 Facsimile (904)369-5658 (Name, Address and Telephone Number of Agent for Service) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of April 18, 2012, the registrant had 8,500,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established. <PAGE> CINDISUE MINING CORP. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 5 Item 2. Properties 8 Item 3. Legal Proceedings 8 Item 4. Mine Safety Disclosure 8 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 9 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 8. Financial Statements and Supplementary Data 12 Item 9A. Controls and Procedures 24 Item 9B. Other Information 25 Part III Item 10. Directors and Executive Officers 27 Item 11. Executive Compensation 28 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 30 Item 13. Certain Relationships and Related Transactions 31 Item 14. Principal Accounting Fees and Services 31 Part IV Item 15. Exhibits 32 Signatures 33 2 <PAGE> PART I CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION 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. ITEM 1. BUSINESS GENERAL INFORMATION Cindisue Mining Corp. was incorporated in the State of Delaware on January 8, 2010 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues or operating history. The principal executive offices are located at 11255 Tierrasanta Blvd., Unit 78, San Diego, CA. The telephone number is (858)278-1166. 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. We received our initial funding of $15,000 through the sale of common stock to Donovan L. Cooper, our officer and director, who purchased 3,000,000 shares of our common stock at $0.005 per share on January 22, 2010. Our financial statements from inception (January 8, 2010) through the year ended January 31, 2011 report a net loss of $23,089 and no revenues. Our independent auditor has issued an audit opinion for Cindisue Mining Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. On March 8, 2011, we completed our offering pursuant to a Registration Statement on Form S-1, selling 2,500,000 shares of common stock to 27 individuals for cash in the amount of $0.01 per share, for total proceeds 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. We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on any exploration property. Moreover, if such deposits are discovered, there is no guarantee that we will enter into further substantial exploration programs. Our stock is listed on the OTC Bulletin Board but there has been no active trading of our shares. Investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid. We have a total of 100,000,000 authorized common shares with a par value of $0.0001 per share with 8,500,000 common shares issued and outstanding as of January 31, 2011. 3 <PAGE> GENERAL INFORMATION We are an exploration stage company with no revenues or operating history. 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. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from any property on which we may conduct exploration as we will hold all interest and rights to the claims. Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any gold, silver or other minerals that we are able to recover. For future exploration programs we may be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need at that time we would have to suspend exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION For any exploration program we would be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States. 4 <PAGE> PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our exploration activities other than those noted under "Compliance with Government Regulation". RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. EMPLOYEES AND EMPLOYMENT AGREEMENTS At January 31, 2012, our only employee was Donovan L. Cooper, who currently devotes 4-5 hours per week to company matters. He has agreed to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee. REPORTS TO SECURITY HOLDERS We voluntarily make available an annual report including audited financials on Form 10-K to security holders. We file the necessary reports with the SEC pursuant to the Exchange Act, including but not limited to, reports on Form 8-K as necessary, annual reports on Form 10-K, and quarterly reports on Form 10-Q. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding the Company and filed with the SEC at http://www.sec.gov. ITEM 1A. RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if an active trading market develops, could decline due to any of these risks. This could result in you losing all or part of your investment. WE ARE AN EXPLORATION STAGE COMPANY, BUT HAVE NOT YET COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We were incorporated on January 8, 2010 and to date have been involved primarily in organizational activities and the acquisition of the mineral claim. We have not yet commenced exploration on the Ford Property. The Company 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) 5 <PAGE> 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. We expect to incur significant losses into the foreseeable future. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL FINANCING. AS A RESULT, OUR ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. We have accrued net losses of $49,634 for the period from our inception to January 31, 2012, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations. These factors raise substantial doubt that we will be able to continue as a going concern. PLS CPA, A Professional Corp., our independent auditor, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining if an investment in Cindisue Mining Corp. is appropriate. BECAUSE OUR MANAGEMENT DOES NOT HAVE ANY FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL. Our management has no formal training in geology or in the technical aspects of management of a mineral exploration company. His prior business experiences have primarily been in management and flexible benefit plans. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. BECAUSE MANAGEMENT HAS OTHER BUSINESS INTERESTS, tHEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Cooper currently devotes approximately 4-5 hours per week providing management services to us. While he currently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. DONOVAN L. COOPER, AN OFFICER AND DIRECTOR, WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT YOUR ABILITY TO EVER RESELL ANY SHARES YOU PURCHASE. Donovan L. Cooper, our executive officer and director, owns 71% of our common stock. He will have a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of 6 <PAGE> significant corporate transactions, changes in control of the company or other matters that could affect your ability to ever resell your shares. His interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. DUE TO THE LACK OF AN ACTIVE TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE. Our shares are currently listed for trading on the Over-The-Counter Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filing with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet the filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. If no active market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR U.S. SECURITIES AND EXCHANGE COMMISSION REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the U.S. Securities and Exchange Commission. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. THE TRADING IN OUR SHARES IS REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all. 7 <PAGE> MR. COOPER, AN OFFICER AND DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 71% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the amount of Mr. Cooper's share ownership in our company, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. ITEM 2. PROPERTIES We do not currently own any property. We are currently operating out of the premises of our President, Donovan L. Cooper, on a rent free basis during our exploration stage. The office is at 11255 Tierrasanta Blvd., Unit 78, San Diego, CA 92124. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company. We do not have any investments or interests in any real estate. We do not invest in real estate mortgages, nor do we invest in securities of, or interests in, persons primarily engaged in real estate activities. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings nor do we have any knowledge of any threatened litigation. ITEM 4. MINE SAFETY DISCLOSURES None. 8 <PAGE> PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is currently listed on the OTCBB under the symbol "CDMC". As of January 31, 2012, we had 8,500,000 shares of $0.0001 par value common stock issued and outstanding held by 28 shareholders of record. On March 8, 2011, we completed our offering pursuant to a Registration Statement on Form S-1, selling 2,500,000 shares of common stock to 27 individuals for cash in the amount of $0.01 per share, for total proceeds 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. The stock transfer agent for our securities is Signature Stock Transfer, 2632 Coachlight Court, Plano, TX. DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market. Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. 9 <PAGE> SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans and accordingly we have no securities authorized for issuance there under. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS We did not purchase any of our shares of common stock or other securities during the year ended January 31, 2012. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are a development stage company and have generated no revenues since inception (January 8, 2010) and have incurred $49,634 in expenses through January 31, 2012. For the years ended January 31, 2012 and 2011 we incurred $26,545 and $15,443, respectively, in general and administrative expenses and professional fees and for the year ended January 31, 2012 we incurred $6,500 in exploration costs. The following table provides selected financial data about our company for the years ended January 31, 2012 and 2011. Balance Sheet Data: 1/31/12 1/31/11 ------------------- ------- ------- Cash $ 80 $ 1,308 Total assets $ 80 $ 1,308 Total liabilities $ 4,714 $ 9,397 Shareholders' deficit $(4,634) $(8,089) Cash provided by financing activities since inception through January 31, 2012 was $40,000 from the sale of 3,000,000 shares of common stock to our officer and director in January 2010 and 2,500,000 shares of common stock to 27 individuals. Also, we received proceeds of $4,300 from the issuance of notes payable. On March 8, 2011, we completed our offering pursuant to a Registration Statement on Form S-1, selling 2,500,000 shares of common stock to 27 individuals for cash in the amount of $0.01 per share, for total proceeds 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. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at January 31, 2012 was $80, with $4,714 in outstanding liabilities, consisting of $195 in accounts payable, $219 in accrued interest payable and $4,300 in notes payable. 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. 10 <PAGE> 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. Our current cash balance at January 31, 2012 was $80. We are an exploration stage company and have generated no revenue to date. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. GOING CONCERN Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin extracting minerals, if they are found. There is no assurance we will ever reach that point. 11 <PAGE> ITEM 8. FINANCIAL STATEMENTS PLS CPA, A PROFESSIONAL CORPORATION * 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 * * TELEPHONE (858)722-5953 * FAX (858)761-0341 * FAX (858) 433-2979 * E-MAIL changgpark@gmail.com * Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Cindisue Mining Corp. We have audited the accompanying balance sheets of Cindisue Mining Corp. (An Exploration Stage "Company") as of January 31, 2012 and 2011 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended January 31, 2012 and 2011, and for the period from January 8, 2010 (inception) to January 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cindisue Mining Corp. as of January 31, 2012 and 2011, and the result of operations and cash flows for the years then ended and for the period from January 8, 2010 (inception) to January 31, 2012 in conformity with U.S. generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/PLS CPA ------------------------------- PLS CPA, A Professional Corp. April 18, 2012 San Diego, CA. 92111 Registered with the Public Company Accounting Oversight Board 12 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Balance Sheets -------------------------------------------------------------------------------- As of As of January 31, January 31, 2012 2011 -------- -------- (Audited) (Audited) <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 80 $ 1,308 -------- -------- TOTAL CURRENT ASSETS 80 1,308 -------- -------- TOTAL ASSETS $ 80 $ 1,308 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 195 $ 3,850 Advances from Officers -- -- Notes payable 4,300 -- -------- -------- TOTAL CURRENT LIABILITIES 4,495 3,850 LONG-TERM LIABILITIES Accrued interest payable 219 47 Notes payable -- 5,500 -------- -------- TOTAL LONG-TERM LIABILITIES 219 5,547 TOTAL LIABILITIES 4,714 9,397 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 January 31, 2012 and January 31, 2011 respectively 850 300 Additional paid-in capital 44,150 14,700 Deficit accumulated during exploration stage (49,634) (23,089) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,634) (8,089) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 80 $ 1,308 ======== ======== The accompanying notes are an integral part of these financial statements 13 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Statements of Operations -------------------------------------------------------------------------------- January 8, 2010 (inception) Year Ended Year Ended through January 31, January 31, January 31, 2012 2011 2012 ---------- ---------- ---------- <S> <C> <C> <C> REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- GENERAL & ADMINISTRATIVE EXPENSES Administrative expenses 13,573 4,543 18,715 Professional fees 6,300 10,900 17,200 Exploration costs 6,500 -- 13,500 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 26,373 15,443 49,415 ---------- ---------- ---------- LOSS FROM OPERATION (26,373) (15,443) (49,415) ---------- ---------- ---------- OTHER INCOME (EXPENSE) Interest expense (172) (47) (219) ---------- ---------- ---------- NET INCOME (LOSS) $ (26,545) $ (15,490) $ (49,634) ========== ========== ========== BASIC EARNINGS PER SHARE $ (0.00) $ (0.01) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,924,658 3,000,000 ========== ========== The accompanying notes are an integral part of these financial statements 14 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Statement of changes in Shareholders' Equity (Deficit) -------------------------------------------------------------------------------- Deficit Common Stock Additional During ------------------- Paid-in Exploration Shares Amount Capital Stage Total ------ ------ ------- ----- ----- <S> <C> <C> <C> <C> <C> Balance, January 8, 2010 (Inception) -- $ -- $ -- $ -- $ -- Commn stock issued, January 22, 2010 at $.005 per share 3,000,000 300 14,700 -- 15,000 Loss for the period beginning January 8, 2010 (inception) to January 31, 2010 (7,599) (7,599) ---------- ------ -------- -------- -------- BALANCE, JANUARY 31, 2010 3,000,000 300 14,700 (7,599) 7,401 ========== ====== ======== ======== ======== Net Loss, year ended January 31, 2011 (15,490) (15,490) ---------- ------ -------- -------- -------- BALANCE, JANUARY 31, 2011 3,000,000 300 14,700 (23,089) (8,089) ========== ====== ======== ======== ======== Common stock issued, March 8, 2011 at $.01 per share 2,500,000 250 24,750 -- 25,000 Common stock issued to director for services March 12, 2011 3,000,000 300 4,700 -- 5,000 Net Loss, year ended January 31, 2012 (26,545) (26,545) ---------- ------ -------- -------- -------- BALANCE, JANUARY 31, 2012 8,500,000 $ 850 $ 44,150 $(49,634) $ (4,634) ========== ====== ======== ======== ======== The accompanying notes are an integral part of these financial statements 15 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Statements of Cash Flows -------------------------------------------------------------------------------- January 8, 2010 (inception) Year Ended Year Ended through January 31, January 31, January 31, 2012 2011 2012 -------- -------- -------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(26,545) $(15,490) $(49,634) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Common stock issued for service 5,000 -- 5,000 Changes in operating assets and liabilities: Increase in accounts payable (3,655) 3,550 195 Increase in accrued interest 172 47 219 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (25,028) (11,893) (44,220) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Decrease in Advance from Officers -- -- -- Proceed (Payment) from notes payable (1,200) (299) 4,300 Issuance of common stock 25,000 5,500 40,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 23,800 5,201 44,300 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (1,228) (6,692) 80 CASH AT BEGINNING OF YEAR 1,308 8,000 -- -------- -------- -------- CASH AT END OF YEAR $ 80 $ 1,308 $ 80 ======== ======== ======== 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 16 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 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. 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. 17 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 31, 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: 18 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 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 long-term debt approximate their market values as of January 31, 2012 and January 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. 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. 18 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 3 - PROVISION FOR INCOME TAXES - CONTINUED January 31, January 31, 2012 2011 -------- -------- Net operating loss carryforward $ 16,876 $ 7,850 Valuation allowance (16,876) (7,850) -------- -------- 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. 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. 20 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS-CONTINUED 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 $49,634 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. NOTE 7 - RELATED PARTY TRANSACTIONS Donovan L. Cooper, 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. 21 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 7 - RELATED PARTY TRANSACTIONS - CONTINUED Donovan L. Cooper, 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. NOTE 8 - NOTES PAYABLE Since inception the Company received cash totaling $5,500 from EFM Venture Group, Inc., an unrelated party, in the form of three promissory notes and made one payment of $1,200 in cash. As of January 31, 2012 the amount due to EFM Venture Group was $4,300. 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. Accrued interest payable as of January 31, 2012 is $219. 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. 22 <PAGE> Cindisue Mining Corp. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 9 - STOCK TRANSACTIONS-CONTINUED As of January 31, 2012 and January 31, 2011, the Company had 8,500,000 and 3,000,000 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 January 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 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. NOTE 12 - SUBSEQUENT EVENT 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 23 <PAGE> ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of January 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below. 24 <PAGE> Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended January 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION SUBSEQUENT EVENT DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. 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. Our Board of Directors is now comprised of Donovan L. Cooper and Daniel Martinez. 25 <PAGE> DAN MARTINEZ - SECRETARY, TREASURER, CHIEF FINANCIAL OFFICER AND A DIRECTOR Mr. Martinez has worked for Ready Clerk Ltd., a financial services company based in London, UK from April 2010 to March 2012. He specialized in preparing, reviewing and evaluating financial statements, notes and related disclosures for U.S. based SEC reporting clients. Prior to this, Mr. Martinez was a tax consultant with EDF Tax LLP, a specialist tax boutique based in Nottingham, UK, from December 2008 to April 2010. During his time there he assisted successful businesses and entrepreneurs in maximizing their tax efficiency by providing a personalized approach and tailored solutions, focused entirely upon the client's needs. From October 2006 to December 2008 Mr. Martinez was an assistant consultant with PricewaterhouseCoopers LLP, UK, where he specialized in providing tax and accounting solutions to small cap companies, entrepreneurs and private clients. He was also part of a business development team where he was able to use his business and personal networks to develop new clients. Mr. Martinez has been a member of the Institute of Chartered Accountant in England and Wales since 2010 and an associate of the institute since 2006. Prior to that he obtained an MA (Merit) in Corporate Strategy and Governance and a Bsc Hons (First Class) in Operations Management from the University of Nottingham, UK in 2006 and 2005 respectively. Mr Martinez is currently studying to become a member of the Chartered Institute of Taxation and in 2011 he completed the SEC Institutes `SEC Reporting Skills and IPO: Your Guide to Going Public' courses in Boston, MA. 26 <PAGE> PART III ITEM 10. DIRECTOR AND EXECUTIVE OFFICER The name, age and title of our executive officer/director at January 31, 2012 is as follows: Name and Address of Executive Officer and/or Director Age Position ----------------------- --- -------- Donovan L. Cooper 65 President, Secretary, Treasurer 11255 Tierrasanta Blvd. Unit 78 and Director San Diego, CA 92124 Donovan L. Cooper, our officer and director, is also the promoter of Cindisue Mining Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Mr. Cooper has had over twenty years of business experience; this includes management as well as marketing. Mr. Cooper has successfully run his own business for over nine years. Mr. Cooper will be managing consultants who are experts in the business of the Company and therefore his management experience is foremost. Mr. Cooper will be the majority owner of the Company and therefore has the greatest incentive to make the Company prosperous. Mr. Cooper has no formal training as a geologist or in the technical or managerial aspects of management of a mineral exploration company. His prior business experiences have primarily been in management and flexible benefit plans and not in the mineral exploration industry. Accordingly, we will have to rely on the technical services of others to advise us on the managerial aspects specifically associated with a mineral exploration company. We do not have any employees who have professional training or experience in the mining industry. We rely on independent geological consultants to make recommendations to us on work programs on our property, to hire appropriately skilled persons on a contract basis to complete work programs and to supervise, review, and report on such programs to us. TERM OF OFFICE Directors are appointed to hold office until the next annual meeting of our stockholders or until a successor is elected and qualified, or until they resign or are removed in accordance with the provisions of the Delaware Revised Statutes. Officers are appointed by our Board of Directors and hold office until removed by the Board. The Board of Directors has no nominating, auditing or compensation committees. SIGNIFICANT EMPLOYEES We have no significant employees other than our officer and director, Mr. Donovan L. Cooper. Mr. Cooper currently devotes approximately 4-5 hours per week to company matters. After receiving funding per our business plan Mr. Cooper intends to devote as much time as the Board of Directors deem necessary to manage the affairs of the company. Mr. Cooper has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from 27 <PAGE> engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. Mr. Cooper has not been convicted in any criminal proceeding (excluding traffic violations) nor is he subject of any currently pending criminal proceeding. We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal consulting agreements in place. RESUME Mr. Donovan L. Cooper has been the sole Director of Cindisue Mining Corp. from inception (January 8, 2010). He was elected President, Treasurer and Secretary on January 12, 2010. For the last five years Mr. Cooper has been president of TriFlex Corporation in San Diego, CA. TriFlex Corporation is a consulting company for assessment, design, enrollment and administration of Section 125 and other flexible benefit plans. Mr. Cooper holds a Bachelor's Degree in Biology from the University of Oregon and a Master's Degree in International Management from the Thunderbird Graduate School of Global Management in Glendale, AZ. CODE OF ETHICS We do not currently have a code of ethics, because we have only limited business operations and only one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees. ITEM 11. EXECUTIVE COMPENSATION Currently, Donovan L. Cooper, our officer and director, receives no compensation for his services during the exploration stage of our business operations. He is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently no such plans have been approved. We do not have any employment agreements in place with our sole officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employees. SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Donovan L. 2012 0 0 0 0 0 0 0 0 Cooper, 2011 0 0 0 0 0 0 0 0 President, 2010 0 0 0 0 0 0 0 0 CEO, CFO and Director 28 <PAGE> OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ---------------------------------------------------------------- -------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Donovan L. 0 0 0 0 0 0 0 0 0 Cooper DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Donovan L. Cooper 0 0 0 0 0 0 0 There are no current employment agreements between the company and Mr. Donovan L. Cooper. Mr. Cooper currently devotes approximately 4-5 hours per week to manage the affairs of the company. On January 22, 2010, a total of 3,000,000 shares of common stock were issued to Donovan L. Cooper in exchange for cash in the amount of $15,000 or $0.005 per share. The terms of this stock issuance was as fair to the company, in the opinion of the board of director, as if it could have been made with an unaffiliated third party. The Board took into consideration that the Company was a newly formed corporation and had no assets. The value of the Company was determined to be the cost of incorporation. The incorporation cost was approximately $599. On the basis of the 3,000,000 shares issued this would be $0.0002 per share or two times the par value. Mr. Cooper paid $0.005 per share or 25 times the computed value. This was considered fair and reasonable by the Board. 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. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. 29 <PAGE> ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of January 31, 2012 of: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown. Amount and Nature Percentage of of Beneficial Common Title of Class Name and Address of Beneficial Owner Ownership Stock(1) -------------- ------------------------------------ --------- -------- <S> <C> <C> <C> Common Stock Donovan L. Cooper, Director 6,000,000 71% 11255 Tierrasanta Blvd., Unit 78 Direct San Diego, CA 92124 Common Stock Officer and/or director as a Group 6,000,000 71% Holders of More than 5% of Our Common Stock (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this report. As of the date of this report, there were 8,500,000 shares of our common stock issued and outstanding, 6,000,000 shares being held by our officer and director. FUTURE SALES BY EXISTING STOCKHOLDERS As of January 31, 2012, a total of 6,000,000 shares have been issued to the Donovan Cooper, an officer/director, and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition. Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the resale of securities "initially issued" by a shell company (other than a business combination related shell company) or an issuer that has "at any time previously" been a shell company (other than a business combination related shell company). Consequently, the Rule 144 safe harbor is not available for the resale of such securities unless and until all of the conditions in Rule 144(i)(2) are satisfied at the time of the proposed sale. 30 <PAGE> Any sale of shares held by the existing stockholder (after applicable restrictions expire) may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our principal shareholder does not have any plans to sell his shares at this time. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We are currently operating out of the premises of Donovan Cooper, an officer and director of the company, on a rent-free basis for administrative purposes. There is no written agreement or other material terms or arrangements relating to said arrangement. On January 22, 2010, the Company issued a total of 3,000,000 shares of common stock to Donovan L. Cooper for cash at $0.005 per share for a total of $15,000. 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. We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so prior to hiring any additional employees. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the Company for audit services, including quarterly reviews, were $6,300 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2012. The total fees charged to the Company for audit services, including quarterly reviews, were $8,900 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2011. 31 <PAGE> PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- 3(i) Articles of Incorporation* 3(ii) Bylaws* 31.1 Sec. 302 Certification of CEO 31.2 Sec. 302 Certification of CFO 32.1 Sec. 906 Certification of CEO 32.2 Sec. 906 Certification of CFO 101 Interactive Data Files pursuant to Regulation S-T** ---------- * Included in our Registration Statement of Form S-1 under Commission File Number 333-165302. ** Previously filed. 32 <PAGE> SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) 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. October 17, 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) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. October 17, 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) 33

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XOTC:CDMC Cindisue Mining Corp Annual Report 10-K/A Filing - 1/31/2012
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