Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
|X| Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended June 30, 2012
|_| Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period _____________to______________
Commission File Number 333-174872
COLORADO GOLD MINES, INC.
------------------------------------
(Exact name of small Business
Issuer as specified in its
charter)
Nevada 68-0681435
--------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 620490
Littleton, CO 80162-0490
---------------------------------------- ------------------------------
(Address of principal executive
offices) (Postal or Zip Code)
Issuer's telephone number, including
area code: (303) 506-1633
----------------------------
Cascade Springs, Ltd.
---------------------------
(Former name, former
ddress and former fiscal
a year, if changed since
last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days:
|X| Yes |_| No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Small 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
stock, as of the latest practicable date: 72,500,000 shares of common stock as
of July 31, 2012.
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COLORADO GOLD MINES, INC.
formerly CASCADE SPRINGS LTD.
(A Exploration Stage Company)
BALANCE SHEETS
ASSETS
June 30, 2012 March 31, 2012
------------- --------------
(Unaudited)
Current assets:
Cash $ 3,973 $ 3,298
------------- --------------
Total current
assets 3,973 3,298
------------- --------------
Total assets $ 3,973 $ 3,298
============= ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 2,295 $ -
Accounts payable, related party 6,778 5,604
Related party advances and notes payable 76,880 68,880
------------- --------------
Total current liabilities
85,953 74,484
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Total liabilities
85,953 74,484
------------- --------------
Commitments
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value, 100,000,000 67,500 67,500
shares authorized, 67,500,000
shares at June 30, 2012 and
March 31, 2012 issued and
outstanding
Additional paid-in capital (40,300) (41,025)
Deficit accumulated during the
exploration stage (109,180) (97,661)
------------- --------------
Total stockholders' deficit (81,980) (71,186)
------------- --------------
Total liabilities and stockholders'
deficit $ 3,973 $ 3,298
============= ==============
The accompanying notes are an integral part of the these financial statements.
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COLORADO GOLD MINES, INC.
formerly CASCADE SPRINGS LTD.
(A Exploration Stage Company)
STATEMENT OF OPERATIONS
For the three months ended June 30, 2012 and 2011 and the
period from
January 19, 2010 (inception) through June 30, 2012
(Unaudited)
Three months
Three months ended ended Inception through
June 30, 2012 June 30, 2011 June 30, 2012
---------------------------------------------------------
Costs and expenses:
Mineral property costs $ - $ - $ 10,582
General and administrative 10,345 17,097 95,320
---------------------------------------------------------
Total expenses 10,345 17,097 105,902
---------------------------------------------------------
Net loss from operations (10,345) (17,097) (105,902)
Interest expense (1,174) - ( 3,278)
---------------------------------------------------------
Net loss $ (11,519) $ (17,097) $ (109,180)
---------------------------------------------------------
Net loss per share:
Basic and diluted $ (0.00) $ (0.00)
=====================================
Weighted average shares
outstanding:
Basic and diluted 67,500,000 67,500,000
=====================================
The accompanying notes are an integral part of the these financial statements.
3
COLORADO GOLD MINES, INC.
formerly CASCADE SPRINGS LTD.
(A Exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended June 30, 2012 and 2011 and the
period from
January 19, 2010 (inception) through June 30, 2012
(Unaudited)
Three months Inception
Three months ended ended through
June 30, 2012 June 30, 2011 June 30, 2012
-------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (11,519) $ (17,097) $ (109,180)
Adjustment to reconcile net loss to
cash used in operating activities:
Impairment expense - - 8,000
Stock based compensation 725 - 2,900
Net change in:
Accounts payable 2,295 - 2,295
Accounts payable, related party 1,174 4,628 6,778
-------------------------------------------------
CASH FLOWS USED IN OPERATING ACTIVITIES (7,325) (12,469) (89,207)
-------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral property - - (8,000)
-------------------------------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES - - (8,000)
-------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - - 24,300
Proceeds from related party advances
and notes payable net 8,000 12,500 76,880
-------------------------------------------------
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES 8,000 12,500 101,180
-------------------------------------------------
NET CHANGE IN CASH 675 31 3,973
Cash, beginning of period 3,298 10,467 -
-------------------------------------------------
Cash, end of period $ 3,973 $ 10,498 $ 3,973
=================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses $ - $ - $ -
=================================================
Cash paid for income taxes $ - $ - $ -
=================================================
The accompanying notes are an integral part of these financial statements.
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COLORADO GOLD MINES, INC.
formerly CASCADE SPRINGS LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2012
(UNAUDITED)
Note 1 Basis of Presentation
---------------------
The accompanying unaudited interim financial statements of Colorado
Gold Mines, Inc. (formerly Cascade Springs, Ltd.) ("CGM" or the
"Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto
contained in the Company's Annual Report filed with the SEC on Form
10-K on June 14, 2012. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for
the interim periods presented have been reflected herein. The results
of operations for the interim periods are not necessarily indicative
of the results to be expected for the full year. Notes to the
financial statements that would substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2012, as
reported on the Form 10-K of the Company, have been omitted.
General
The Company is in the exploration stage, and is in the process of
exploring and evaluating its mineral properties and determining
whether they contain ore reserves that are economically recoverable.
The recoverability of any amounts shown for mineral properties is
dependent upon the discovery of economically recoverable ore reserves,
the ability of the Company to obtain the necessary financing to
complete development, confirmation of the Company's interest in the
underlying mineral claims and upon future profitable production or
proceeds from the disposition of all or part of its mineral
properties.
Note 2 Going Concern
-------------
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going
concern, which assumes that the Company will be able to meet its
obligations and continue its operations for its next fiscal year.
Realization values may be substantially different from carrying values
as shown and these financial statements do not give effect to
adjustments that would be necessary to the carrying values and
classification of assets and liabilities should the Company be unable
to continue as a going concern. At June 30, 2012, the Company had not
yet achieved profitable operations, has accumulated losses of
$(109,180) and expects to incur further losses in the development of
its business, all of which raise substantial doubt about the Company's
ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate
future profitable operations and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management has no formal plan
in place to address this concern but considers that the Company will
be able to obtain additional funds through equity financing and/or
related party advances, however there is no assurance of additional
funding being available.
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Note 3 Related Party Transactions
--------------------------
Part of the related party loan is due to a former director of the
Company for funds advanced. The loan is unsecured, non-interest
bearing and has no specific terms for repayment. The other part of the
related party loan is due to a consultant and warrant holder of the
Company for funds advanced with a 10% interest rate and has no
specific terms for repayment.
Beginning April 1, 2011 and ending upon his resignation, Mr.
Delahunte, the Company's former President, began receiving $1,500 per
month, when available, for services rendered.
On June 6, 2012, Robert Sawatsky loaned the Company $8,000. The loan
has a 5% interest rate and matures June 7, 2014.
The Company was charged the following by directors of the Company:
Three months Three months
ended June 30, ended June 30,
2012 2011
-------------------------------------
Management fees $ - $ 3,000
=================================
Note 4 Commitments
-----------
On July 1, 2011, the Company entered into a consulting agreement (the
"Agreement") with a consultant. In accordance with the Agreement, the
Company granted the consultant warrants to purchase 5,400,000 shares
of the Company's common stock at an exercise price of $0.10 per share.
The warrants were held in escrow and were given to the consultant
quarterly. The warrants expire on July 1, 2014. The fair value of the
warrants was $2,900 and was recognized over the twelve months ended
June 30, 2012.
Note 5 Subsequent Events
-----------------
On July 3, 2012 Denver Equity Corporation, a corporation controlled by
Kelly Fielder, purchased 41,250,000 shares of the Company's common
stock from William Delahunte, then an officer and director of the
Company.
On July 6, 2012 William Delahunte and Todd Grano appointed Kelly
Fielder as a director of the Company and then resigned as officers and
directors of the Company. Mr. Fielder was then appointed the Chief
Executive, Financial and Accounting Officer of the Company. The
appointment of Mr. Fielder and resignations of Messrs: Delahunte and
Grano resulted in a change of control of the Company.
On July 9, 2012 the Company's directors, and shareholders holding a
majority of the outstanding common stock of the Company, approved
amendments to the Company's Articles of Incorporation changing the
name of the Company to Colorado Gold Mines, Inc. and authorizing the
issuance of 10,000,000 shares of preferred stock. The amendment was
filed with the Nevada Secretary of State on July 12, 2012. The change
in the Company's name became effective in the over-the-counter market
on July 30, 2012.
On July 27, 2012 the Company, through a wholly-owned subsidiary,
acquired a 50% interest in Union Milling Company, LLC ("Union") from
Denver Equity Corporation in exchange for 5,000,000 shares of the
Company's common stock. Union's assets consist of approximately 21
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acres of real property, an ore processing mill and various milling
equipment. The mill has been inactive since 1997 and was purchased by
Union in 2007.
FORWARD LOOKING STATEMENTS
The information contained in this Form 10-Q contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve risks and uncertainties, including among
other things, statements regarding our capital needs, business strategy and
expectations. Any statement which does not contain a historical fact may be
deemed to be a forward-looking statement. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. In evaluating forward looking statements, you should consider
various factors outlined in our latest Form 10-K, filed with the U.S. Securities
Exchange Commission ("SEC") on June 14, 2012, and, from time to time, in other
reports we file with the SEC. These factors may cause our actual results to
differ materially from any forward-looking statement. We disclaim any obligation
to publicly update these statements, or disclose any difference between our
actual results and those reflected in these statements.
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation.
The Company was incorporated in Nevada in January 2010. The Company has not
generated any revenues since its formation. The Company plans to acquire mining
properties in Colorado and process ore generated from its own properties and
that of unrelated third party mine operators. Prior to July 2012 the Company was
inactive.
On July 9, 2012 the Company's directors, and shareholders holding a
majority of the outstanding common stock of the Company, approved an amendment
to the Company's Articles of Incorporation changing the name of the Company to
Colorado Gold Mines, Inc. The amendment was filed with the Nevada Secretary of
State on July 12, 2012. The change in the Company's name became effective in the
over-the-counter market on July 30, 2012.
On July 27, 2012 the Company, through a wholly owned subisidiary, acquired
a 50% interest in Union Milling Company, LLC ("Union") from Denver Equity
Corporation in exchange for 5,000,000 shares of the Company's common stock.
Denver Equity Corporation is controlled by the Company's sole officer and
director.
Union's assets consist of approximately 21 acres of real property, an ore
processing mill and various milling equipment. The mill has been inactive since
1997 and was purchased by Union in 2007.
Union currently holds permits from the Colorado Department of Reclamation,
Mining and Safety that allow Union to process up to 70,000 tons of ore annually.
In addition, Union is currently the holder of one of the only tailings pond
permits in Colorado.
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As of July 31, 2012 the mill was not in operation. Union is currently
engaged in renovating the mill and constructing a tailings pond so that Union
can begin processing ore.
After making improvements to the mill, at a cost estimated to be $500,000,
Union plans to secure additional permits and ore processing contracts with
various gold, silver and other metallurgic mines in Colorado to allow Union to
process an unlimited amount of ore. Union plans to complete its improvements in
August 2012.
Union has entered into one agreement to process ore from a gold mine
located in Boulder County and currently has executed two letters of intent to
process ore from gold mines in Clear Creek and La Plata Counties, Colorado.
As of June 30, 2012, the Company did not have any sources of capital or any
commitments from anyone to provide the Company with capital. There can be no
assurance that the Company will be successful in raising any capital required,
or that if capital is offered, it will be subject to terms considered
acceptable.
The Company did not have any off balance sheet arrangements as of June 30,
2012.
Item 4. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by it in
the reports that it files or submits under the 1934 Act is accumulated and
communicated to the Company's management, including the Company's Principal
Executive and Financial Officer, as appropriate to allow timely decisions
regarding required disclosure. As of June 30 2012, the Company's Principal
Executive and Financial Officer evaluated the effectiveness of the design and
operation of its disclosure controls and procedures. Based on that evaluation,
the Company's Principal Executive and Financial Officer concluded that the
Company's disclosure controls and procedures were effective.
(b) There were no changes in the Company's internal control over financial
reporting during the quarter ended June 30, 2012 that materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II
Item 6. Exhibits.
Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
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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.
COLORADO GOLD MINES, INC.
August 14, 2012 By: /s/ Kelly Fielder
-----------------------------------
Kelly Fielder, Chief Executive and
Financial Officer
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