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EX-31.1 - EXHIBIT 31.1 - Cindisue Mining Corpex31_1apg.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_______________


FORM 10-K

_______________


(Mark One)


[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  


For the Fiscal Year Ended January 31, 2014


[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ________



Cindisue Mining Corp.

(Exact Name of Registrant as Specified in Its Charter)


Delaware

000-54390

27-1662466

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)


11255 Tierrasanta Blvd., Unit 78

San Diego, CA  92124

Telephone (855) 513-4440  Facsimile (904)369-5658

 (Address of Principal Executive Offices, Zip Code & Telephone Number)


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 (§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[   ]    No [X]


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    [   ]

(Do not check if a smaller reporting company)

Smaller Reporting Company  [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X]    No [   ]

 

As of April 22, 2014, the registrant had 9,520,000 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.


Documents incorporated by reference:  None





2





CINDISUE MINING CORP.

TABLE OF CONTENTS


Part I

        Page  No.

Item 1.

Business

5

Item 1A.

Risk Factors

7

Item 1B.

Unresolved Staff Comments

9

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Mine Safety Disclosures

9


Part II


Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

10

Item 6.

Selected Financial Data

12

Item 7.

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

12

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

15

Item 8.

Financial Statements and Supplementary Data

15

Item 9.

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

16

Item 9A.

Controls and Procedures

16

Item 9B.

Other Information

17


Part III


Item 10.

Directors and Executive Officers

18

Item 11.

Executive Compensation

21

Item 12.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

22

Item 13.

Certain Relationships and Related Transactions

22

Item 14.

Principal Accounting Fees and Services

23


Part IV


Item 15.

Exhibits

24


Signatures

25





3






Part I


CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:


·

The availability and adequacy of our cash flow to meet our requirements;


·

Economic, competitive, demographic, business and other conditions in our local and regional markets;


·

Changes or developments in laws, regulations or taxes in our industry;


·

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;


·

Competition in our industry;


·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;


·

Changes in our business strategy, capital improvements or development plans;


·

The availability of additional capital to support capital improvements and development; and


·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.


This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.



Use of Term


Except as otherwise indicated by the context, references in this report to “Company”, “CDMC”, “CindiSue,” “we”, “us” and “our” are references to Cindisue Mining Corp. All references to “USD” or United States Dollars refer to the legal currency of the United States of America.




4






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, a former 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, 2014 report a net loss of $124,850 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. Donovan 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.  On January 2, 2013, we issued a total of 300,000 shares of common stock to one private investor for cash in the amount of $15,000 or $0.05 per share.   On February 11, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000. On March 14, 2013, the Company issued a total of 40,000 common shares at $0.05 per share to one private investor for cash in the amount of $2,000. On October 22, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000. As of January 31, 2014 the Company had 9,240,000 shares of common stock issued and outstanding.


On September 14, 2012, Daniel Martinez, our director, purchased 6,000,000 shares of our common stock from Donovan Cooper, in a private transaction for an aggregate total of $10,000. The funds used for this share purchase were Mr. Martinez's personal funds. This transaction resulted in Mr. Martinez taking control of 69% of our currently issued and outstanding shares.


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 9,240,000 common shares issued and outstanding as of January 31, 2014.


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.




5






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.


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, 2014, our only employee was Daniel Martinez, 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.


WHERE YOU CAN GET ADDITIONAL INFORMATION


We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room




6





by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.


Item 1A.  Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


An investment in the Company's common stock involves a high degree of risk. One should carefully consider the following risk factors in evaluating an investment in the Company's common stock. If any of the following risks actually occurs, the Company's business, financial condition, results of operations or cash flow could be materially and adversely affected. In such case, the trading price of the Company's common stock could decline, and one could lose all or part of one's investment. One should also refer to the other information set forth in this report, including the Company's consolidated financial statements and the related notes.


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 $124,850 for the period from our inception to January 31, 2014, 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. Martinez 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.  


Daniel Martinez, our 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.


Daniel Martinez, our executive officer and director, owns 65% 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 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.




7






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.


Daniel Martinez, our officer and director of the company, beneficially owns 65% 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. Martinez’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.  


Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.


Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of mineral properties.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.  The search for valuable minerals also involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  At the present time, we have no coverage to insure against these hazards.  The payment of such liabilities may have a material adverse effect on our financial position.  In addition, there is no assurance that the expenditures to be made by us in the exploration of the mineral claims will result in the discovery of mineral deposits.  Problems such as unusual or




8





unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  


Future sales of our common stock could put downward selling pressure on our common stock, and adversely affect the per share price. There is a risk that this downward pressure may make it impossible for an investor to sell share of common stock at any reasonable price, if at all.


Future sales of substantial amounts of our common stock in the public market or the perception that such sales could occur, could put downward selling pressure on our common stock and adversely affect its market price.


We do not anticipate paying dividends in the foreseeable future.

  

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business. Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.


Because we expect to incur losses in the future, failure to generate revenues will cause us to go out of business and your entire investment could be lost.


Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.


Our operating results may prove unpredictable, which could result in the complete loss of your investment.


Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our services; fluctuations in the demand for secure online storage; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.


If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results, which could result in the complete loss of your investment.


Item 1B.  Unresolved Staff Comments


None.


Item 2.  Properties


We do not currently own any property.  We are currently operating out of the premises of our President, Daniel Martinez, 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 know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


Item 4.  Mine Safety Disclosures


None.




9





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, 2014, the Company has not begun trading on the OTCBB.


The stock transfer agent for our securities is Signature Stock Transfer, 2632 Coachlight Court, Plano, TX.


Record Holders


As of April 22, 2014, there were 9,520,000 shares of the registrant’s $0.0001 par value common stock issued and outstanding and were owned by approximately 28 holders of record, based on information provided by our transfer agent.


Penny Stock Regulation


Shares of our common stock will probably be subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:


-

a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

-

a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;

-

a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;

-

a toll-free telephone number for inquiries on disciplinary actions;

-

definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and

-

such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.


Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:


-

the bid and offer quotations for the penny stock;

-

the compensation of the broker-dealer and its salesperson in the transaction;

-

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

-

monthly account statements showing the market value of each penny stock held in the customer's account.


In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.


Description of Registrant’s Securities


We have authorized capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”).





10






Equity Compensation Plans


We do not have any equity compensation plans in place, whether approved by the shareholders or not.


Warrants, Options and Convertible Securities


We do not have any outstanding warrants, options or convertible securities.


Recent Sales of Unregistered Securities:


On January 2, 2013, we issued a total of 300,000 shares of common stock to one private investor for cash in the amount of $15,000 or $0.05 per share.  As of January 31, 2013 the Company had 8,800,000 shares of common stock issued and outstanding.


On February 11, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000.


On March 14, 2013, the Company issued a total of 40,000 common shares at $0.05 per share to one private investor for cash in the amount of $2,000.


On October 22, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000.


Repurchase of Equity Securities:


None.


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.




11





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, 2014.


Item 6.  Selected Financial Data


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Working Capital


 

January 31, 2014

$

January 31, 2013

$

Cash

155 

814 

Current Assets   

155 

1,078 

Current Liabilities

43,005 

41,977 

Working Capital (Deficit)

(42,850)

(40,899)



Cash Flows


 

January 31, 2014

$

For the Period from

January 8, 2010

(date of inception) to

January 31, 2014

$

Cash Flows from (used in) Operating Activities

(21,759)

(117,089)

Cash Flows from (used in) Investing Activities

Cash Flows from (used in) Financing Activities

21,100 

117,244 

Net Increase (decrease) in Cash During Period

(659)

155 



Results of Operations


We are a development stage company and have generated no revenues since inception (January 8, 2010) and have incurred $124,850 in expenses through January 31, 2014.  For the years ended January 31, 2014 and 2013 we incurred $23,951 and $51,265, respectively, in general and administrative expenses and professional fees.  





12





Results for the Year Ended January 31, 2014 Compared to the Year Ended January 31, 2013


Revenues:


The Company’s revenues were $nil for the year ended January 31, 2014 compared to $nil in 2013.  


Cost of Revenues:


The Company’s cost of revenue was $nil for the year ended January 31, 2014, compared to $nil in 2013.  


General and Administrative Expenses:


General and administrative expenses for the year ended January 31, 2014, and January 31, 2013, were $23,951 and $56,813, respectively.  General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The decrease was primarily attributable to a decrease in management fees for normal operations.


Net Loss:


Net loss for the year ended January 31, 2014, was $(23,951) compared with a net loss of $(51,265) for the year ended January 31, 2013.  The decreased net loss is due to a decrease in administrative expenses and professional fees due to the limited activity of the company.


Results for the Period from January 8, 2010 (Inception of Exploration Stage) through January 31, 2014.


Revenues:


The Company’s revenues were $nil for the year ended January 31, 2014, compare to $nil for the period from inception to January 31, 2014.


Cost of Revenues


The Company’s cost of revenue was $nil for the year ended January 31, 2014, compared to $nil for the period from inception to January 31, 2014.


General and Administrative Expenses:


General and administrative expenses consisted primarily of consulting fees, rent, travel, meals and entertainment, and preparing reports and SEC filings relating to being a public company. For the year ended January 31, 2014, general and administrative expenses was $23,951 compared to $130,179 for the period from inception to January 31, 2014.


Net Loss.


Net loss for the period January 8, 2010 (Inception of Exploration Stage) through January 31, 2014, was $(124,850). The net loss for this period was primarily related to general and administrative expenses exceeding the amount of revenues for the period indicated.


Impact of Inflation


We believe that the rate of inflation has had a negligible effect on our operations.


Liquidity and Capital Resources


The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.


As of January 31, 2014, total current assets were $155, which consisted entirely of cash.




13






As of January 31, 2014, total current liabilities were $43,005, which consisted primarily of accounts payable and advances from officers. We had negative net working capital of $(42,850) as of January 31, 2014.


During the period from January 8, 2010 (Inception of Exploration Stage) through January 31, 2014, operating activities used cash of $(117,089). The cash used by operating activities is related to general and administrative expenses, and exploration activity.


Intangible Assets


The Company’s intangible assets were $nil as of January 31, 2014.


Material Commitments


The Company’s material commitments were $nil as of January 31, 2014.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.


Contractual Obligations


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.




14






Item 7A.  Quantitative and Qualitative Disclosures about Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 8.  Financial Statements and Supplemental Data



Cindisue Mining Corp.

(An Exploration Stage Company)


Index to Financial Statements


Table of Contents

 

Page

 

 

 

Report of Independent Registered Public Accounting Firm

 

F-1

Balance Sheets as of January 31, 2014 and 2013

 

F-2

Statements of Operations and Comprehensive Loss

for the Years Ended January 31, 2014 and 2013

 

F-3

Statement of Changes in Stockholders' Equity for the Years Ended

January 31, 2014 and 2013

 

F-4

Statements of Cash Flows for the Years Ended January 31, 2014 and 2013

 

F-5

Notes to Financial Statements

 

F-6





15





PLS CPA, A PROFESSIONAL CORPORATION

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t

________________________________________________________________________________




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, 2014 and 2013 and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the years then ended January 31, 2014 and 2013, and for the period from January 8, 2010 (inception) to January 31, 2014. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all material respects, the financial position of Cindisue Mining Corp. as of January 31, 2014 and 2013, 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, 2014 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 22, 2014

San Diego, CA. 92111





Registered with the Public Company Accounting Oversight Board




F-1






Cindisue Mining Corp.

(An Exploration Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

As of

 

As of

 

 

 

January 31,

 

January 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

      Cash

$

155

$

814

 

      Prepayments

 

-

 

264

 

Total Current Assets

 

155

 

1,078

 

      TOTAL ASSETS

$

155

$

1,078

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

Current Liabilities

 

 

 

 

 

Accounts payable

$

8,061 

$

6,133 

 

Advances from officers

 

34,944 

 

35,844 

 

Notes payable

 

 

 

Total Current Liabilities

 

43,005 

 

41,977 

 

 

 

 

 

 

 

Long-Term Liabilities

 

 

 

 

 

Accrued interest payable

 

 

 

Notes payable

 

 

 

Total Long-Term Liabilities

 

 

 

Total Liabilities

 

43,005 

 

41,977 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

Common stock, ($0.0001 par value, 100,000,000 shares

 

 

 

 

 

  authorized; 9,240,000 and 8,8000,000 shares issued and outstanding

 

 

 

 

  as of January 31, 2014 and January 31, 2013 respectively

 

924 

 

880 

 

Additional paid-in capital

 

81,076 

 

59,120 

 

Deficit accumulated during exploration stage

 

(124,850)

 

(100,899)

 

Total Stockholders' Equity (Deficit)

 

(42,850)

 

(40,899)

 

 

 

 

 

 

 

       TOTAL LIABILITIES &

 

 

 

 

 

             STOCKHOLDERS' EQUITY (DEFICIT)

$

155 

$

1,078 

 

 

 

 

 

 

The accompanying notes to the financial statements are an integral part of these statements.





F-2






Cindisue Mining Corp.

(An Exploration Stage Company)

Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 8, 2010

 

 

 

 

Year

 

Year

 

(inception)

 

 

 

 

Ended

 

Ended

 

Through

 

 

 

 

January 31,

 

January 31,

 

January 31,

 

 

 

 

2014

 

2013

 

2014

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

$

$

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

General & Administrative Expenses

 

 

 

 

 

 

 

 

Administrative expenses

 

8,151 

 

17,166 

 

44,032 

 

 

Professional fees

 

15,800 

 

39,647 

 

72,647 

 

 

Exploration costs

 

 

 

13,500 

 

 

 

 

 

 

 

 

 

 

Total General & Administrative Expenses

 

23,951 

 

56,813 

 

130,179 

 

 

 

 

 

 

 

 

 

 

Loss from Operation

 

(23,951)

 

(56,813)

 

(130,179)

 

 

 

 

 

 

 

 

 

 

Other Income (Expense)

 

 

 

 

 

 

 

 

Interest (expense)

 

 

(101)

 

(320)

 

 

Other comprehensive income/(loss)

 

 

29 

 

29 

 

 

Debt Forgiveness

 

 

5,620 

 

5,620 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

5,548 

 

5,329 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

$

(23,951)

$

(51,265)

$

(124,850)

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

$

(0.00)

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of

 

 

 

 

 

 

 

  common shares outstanding

 

9,048,712 

 

8,523,770 

 

 

 

 

 

 

 

 

 

 

The accompanying notes to the financial statements are an integral part of these statements.





F-3






Cindisue Mining Corp.

(An Exploration Stage Company)

Statement of changes in Shareholders' Equity (Deficit)

 

 

 

 

Additional

Deficit during

 

 

Common Stock

Paid-in

exploration

 

 

Shares

Amount

Capital

stage

Total

 

 

 

 

 

 

 Balance, January 8, 2010 ( Inception)

-

$

-

$

-

$

$

Common 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)

 

 

 

 

 

 

Common stock issued, January 2, 2013  at $.05 per share

300,000

30

14,970

 

15,000 

Net Loss, year ended January 31, 2013

 

 

 

(51,265)

(51,265)

 Balance,  January 31, 2013

$

8,800,000

$

880

$

59,120

$

(100,899)

$

(40,899)

 

 

 

 

 

 

Common stock issued, February 11, 2013  at $.05 per share

200,000

20

9,980

 

10,000 

Common stock issued, March 14, 2013  at $.05 per share

40,000

4

1,996

 

2,000 

Common stock issued, October 22, 2013  at $.05 per share

200,000

20

9,980

 

10,000 

Net Loss, year ended January 31, 2014

 

 

 

(23,951)

(23,951)

 

 

 

 

 

 

 Balance,  January 31, 2014

$

9,240,000

$

924

$

81,076

$

(124,849)

$

(42,850)

 

 

 

 

 

 

The accompanying notes to the financial statements are an integral part of these statements.





F-4






Cindisue Mining Corp.

(An Exploration Stage Company)

Statements of Cash Flows  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 8, 2010

 

 

 

Year

 

Year

 

 (inception)  

 

 

 

Ended

 

Ended

 

 through

 

 

 

January 31,

 

January 31,

 

January 31,

 

 

 

2014

 

2013

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

     Net income (loss)

$

(23,951)

 $

(51,265)

 $

(124,850)

 

     Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

       provided by (used in) operating activities:

 

 

 

 

 

 

 

       Common stock issued for service

 

 

 

5,000 

 

       Debt Forgiveness

 

 

(5,620)

 

(5,620)

 

     Changes in operating assets and liabilities:

 

 

 

 

 

 

 

     Decrease (Increase) in prepaid expense

 

264 

 

(264)

 

 

     Increase in accounts payable

 

1,928 

 

5,938 

 

8,061 

 

     Increase in accrued interest

 

 

101 

 

320 

 

     Net cash provided by (used in) operating activities

 

(21,759)

 

(51,110)

 

(117,089)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

     Net cash provided by (used in) investing activities

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

     Advance (payment) from officers

 

(900)

 

35,844 

 

34,944 

 

     Proceed  from notes payable

 

 

 

1,000 

 

6,500 

 

     Payment to notes payable

 

 

 

(1,200)

 

     Issuance of common stock

 

22,000 

 

15,000 

 

77,000 

 

     Net cash provided by (used in) financing activities

 

21,100 

 

51,844 

 

117,244 

 

 

 

 

 

 

 

 

 

    Net increase (decrease) in cash

 

(659)

 

734 

 

155 

 

    Cash at beginning of year

 

814 

 

80 

 

 

 

 

 

 

 

 

 

 

    Cash at end of year

$

155 

 $

814 

 $

155 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

 

 

 

 

Cash paid during period for:

 

 

 

 

 

 

 

     Interest

$

-

$

$

 

     Income Taxes

$

-

$

$

 

 

 

 

 

 

 

 

The accompanying notes to the financial statements are an integral part of these statements.




F-5





CINDISUE MINING CORP.

(AN EXPLORATION STATE COMPANY)

NOTES TO FINANCIAL STATEMENTS



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.


Change in control of business


On September 14, 2012, Daniel Martinez, our director, purchased 6,000,000 shares of our common stock from Donovan Cooper, in a private transaction for an aggregate total of $10,000. The funds used for this share purchase were Mr. Martinez’s personal funds.  This transaction resulted in Mr. Martinez taking control of 65% of our currently issued and outstanding shares.


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.


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.





F-6





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED


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:

 

·

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 advance from officer approximate their market values as of January 31, 2014 and January 31, 2013.


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






F-7






NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED


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.


Foreign Currency


The Company’s functional currency is the United States Dollar (USD) and its reporting currency is also the USD.  Foreign currency transactions are primarily undertaken in the British Pound (GBP).


The financial statements of the Company are translated to USD in accordance with ASC 830, Foreign Currency Translation Matters.  Assets and liabilities are translated at the current exchange rate prevailing at the balance sheet date. Equity accounts are translated at historical amounts. Revenues and expenses are translated using average rates during the year.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in Stockholders’ Equity.


Other Comprehensive Income (Loss)


Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost.


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.



 

January 31

January 31

 

2014

2013

Net operating loss

 

 

  carryforward

$

42,449 

$

34,306 

Valuation allowance

(42,449)

(34,306)

 

 

 

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.







F-8







NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS – CONTINUED  


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.


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 $124,850 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


Daniel Martinez, the sole officer and director of the Company, may in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities.  The Company has not formulated a policy for the resolution of such conflicts.





F-9





NOTE 7 – RELATED PARTY TRANSACTIONS – CONTINUED


Daniel Martinez, the sole officer and director of the Company, will not be paid for any underwriting services that he performs on behalf of the Company with respect to the Company’s S-1 offering.  He will also not receive any interest on any funds that he advances to the Company for offering expenses prior to the offering being closed which will be repaid from the proceeds of the offering.


On March 5, 2012 Donovan Cooper resigned as our Treasurer, Chief Financial Officer and Secretary. As a result, concurrent to Mr. Cooper's resignation we appointed Daniel Martinez as Treasurer, Chief Financial Officer, Secretary and as a Director of our company.


On September 14, 2012 Donovan Cooper resigned as our President, Chief Executive Officer and Director. As a result, concurrent to Mr. Cooper’s resignation we appointed Daniel Martinez, our current Treasurer, Chief Financial Officer, Secretary and Director, as President and Chief Executive Officer of our company.


Daniel Martinez, advanced funds to the company to pay costs incurred by it. These funds are interest free. The balance due to the director was $34,944 on January 31, 2014.


NOTE 8 – NOTES PAYABLE


Since inception the Company received cash totaling $6,500 from EFM Venture Group, Inc., an unrelated party, in the form of four promissory notes and made one payment of $1,200 in cash. As of July 31, 2012 the amount due to EFM Venture Group was $5,300.


The Company received cash in the amount of $1,000 from EFM Venture Group, Inc, This amount is represented by one unsecured promissory note dated July 31, 2010.  This loan is at 4% interest with principle and interest all due on July 31, 2012. On February 10, 2011, the Company paid back $1,000.


The Company received cash in the amount of $2,900 from EFM Venture Group, Inc.  This amount is represented by one unsecured promissory note dated November 24, 2010.  This loan is at 4% interest with principle and interest all due on November 24, 2012.  On February 10, 2011, the Company paid back $200.


The Company received cash in the amount of $1,600 from EFM Venture Group, Inc.  This amount is represented by one unsecured promissory note dated January 6, 2011 This loan is at 4% interest with principle and interest all due on January 6, 2013.


The Company received cash in the amount of $1,000 from EFM Venture Group, Inc, This amount is represented by one unsecured promissory note dated March 15, 2012.  This loan is at 4% interest with principle and interest all due on March 15, 2014.


Accrued interest payable as of January 31, 2014 was $0.


On July 31, 2012, EMF Venture Group Inc., an unrelated party agreed to forgive debts outstanding to them totaling $5,620 which have been recorded as other income.


NOTE 9 – STOCK TRANSACTIONS


On January 22, 2010, the Company issued a total of 3,000,000 shares of common stock to one director for cash in the amount of $0.005 per share for a total of $15,000.


On March 8, 2011, the company completed its offering of 2,500,000 common stocks to 27 individuals for cash in the amount of $0.01 per share for a total of $25,000.


On March 12, 2011 3,000,000 shares of common stock were issued to the director Mr. Donavan L. Cooper in exchange for services from inception through January 31, 2011. The shares are valued at $5,000. The shares are issued under Rule 144 and are restricted securities within the meaning of the rule.




F-10





NOTE 9 – STOCK TRANSACTIONS – CONTINUED


On January 2, 2013, we issued a total of 300,000 shares of common stock to one private investor for cash in the amount of $15,000 or $0.05 per share.  


On February 11, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000.


On March 14, 2013, the Company issued a total of 40,000 common shares at $0.05 per share to one private investor for cash in the amount of $2,000.


On October 22, 2013 the Company issued a total of 200,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $10,000.


As of January 31, 2014 and January 31, 2013, the Company had 9,420,000 and 8,800,000 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, 2014:


Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 9,240,000 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 EVENTS


The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.  The management of the Company determined that the following were certain reportable subsequent events to be disclosed as follows:


On February 11, 2014, the Company issued a total of 280,000 shares of common stock to one private investor for cash in the amount of $0.05 per share for a total of $14,000.




F-11





Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 9A.  Controls and Procedures


Disclosure Controls and Procedures


The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC.  The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report.  Inasmuch as we only have one individual serving as our officer, director and employee we have determined that the Company has, per se, inadequate controls and procedures over financial reporting.


The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive who also serves as our Financial Officer in connection with the above annual evaluation.


Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results.  Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.


Management’s Report on Internal Control over Financial Reporting


The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.  Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework.  Based on the assessment, management concluded that, as of January 31, 2014, the Company’s internal control over financial reporting is ineffective based on those criteria.


The Company’s management, including its Chief Executive Officer, who also serves as our Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by




16





the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.


Management’s Remediation Initiatives


In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:


We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.


We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.


Changes in Internal Control


There have been no changes in internal controls over the financial reporting that occurred during the period ending January 31, 2014,  that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.


Item 9B.  Other Information


None.




17





Part III


Item 10.  Director and Executive Officer


Identification of Directors and Executive Officers


The following table sets forth the names and ages of our current director and executive officer:


Name and Address of Executive Officer

and/or Director   

Age

Position

Daniel Martinez

11255 Tierrasanta Blvd.Unit 78

San Diego, CA  92124

30

President, Secretary, Treasurer

and Director


The Board of Directors has no nominating, audit or compensation committee at this time.


Background and Business Experience


Daniel Martinez: Mr. Martinez has extensive business experience; primarily in management and accounting.  Mr. Martinez will be managing consultants who are experts in the business of the Company and therefore his management experience is foremost.  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.  


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.


Identification of Significant Employees


We have no significant employees other than our officer and director, Mr. Daniel Martinez.  Mr. Martinez currently devotes approximately 4-5 hours per week to company matters.  Mr. Martinez intends to devote as much time as the Board of Directors deem necessary to manage the affairs of the company.  


Family Relationship


We currently do not have any officers or directors of our Company who are related to each other.





18





Involvement in Certain Legal Proceedings


During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

Any Federal or State securities or commodities law or regulation; or




19





ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Audit Committee and Audit Committee Financial Expert


The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.


The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.


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.


Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended January 31, 2014, Forms 5 and any amendments thereto furnished to us with respect to the year ended January 31, 2014, and the representations made by the reporting persons to us, we believe that during the year ended January 31, 2014, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.




20





Item 11.  Executive Compensation


Currently, Daniel Martinez, 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

Name and Principal Position

Year Ended

Salary

Bonus

Stock Awards

Option Awards

Non-Equity Incentive Plan Compen-sation

Change in Pension Value and Non-qualified Deferred Compensation Earnings

All Other Compen-sation

Total

Daniel Martinez (1), President, CEO, CFO and Director

2014

$1,000

Nil

Nil

Nil

Nil

Nil

Nil

$1,000

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(1)  The Company’s officer and director currently devote approximately 4-5 hours per week to manage the affairs of the Company, including, but not limited to the upkeep of Cindisue Mining Corp., and the research and development associated with expanding the Company to new markets. Mr. Martinez is the President, Secretary, Treasurer, and Director of the Company.



Narrative Disclosure to Summary Compensation Table


There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.


Outstanding Equity Awards at Fiscal Year-End:  Include the following language and chart:


No officer or director of the Company received any equity awards, or holds exercisable or unexercisable options, as of the year ended January 31, 2014.


 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS

STOCK AWARDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name










Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable










Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable






Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)













Option

Exercise

Price

($)













Option

Expiration

Date






Number

of

Shares

or Units

of

Stock That

Have

Not

Vested

(#)




Market

Value

of

Shares

or

Units

of

Stock

That

Have

Not

Vested

($)


Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That Have

Not

Vested

(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Daniel Martinez

-

-

-

-

-

-

-

-

-






21





Long-Term Incentive Plans


There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.


Compensation Committee


We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.


Compensation of Directors


Our directors receive no extra compensation for their service on our Board of Directors.


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, 2014 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.


Name and Address of Beneficial Owner

Title of Class

Amount and Nature
of Beneficial Ownership(1)

Percentage of Common Stock(2)

Daniel Martinez, Director

11255 Tierrasanta Blvd., Unit 78

San Diego, CA  92124

Common Stock

6,000,000

Direct

65%

Officer and/or director as a Group

6,000,000  

65%

Holders of More than 5% of Our Common Stock


 

1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table

2)

Based on 9,240,000 issued and outstanding shares of common stock as of January 31, 2014.



Changes in Control


There are no present arrangements or pledges of the Company’s securities, which may result in a change in control of the Company.


Item 13.  Certain Relationships and Related Transactions, and Director Independence.


Director Independence


For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).  The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements.  The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's




22





Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.


According to the NASDAQ definition, Daniel Martinez is not an independent director because he is also an executive officer of the Company.  


Related Party Transactions


We are currently operating out of the premises of Daniel Martinez, 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.


Other than the foregoing, neither the director nor executive officer of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.


With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:

 

·

Disclosing such transactions in reports where required;

·

Disclosing in any and all filings with the SEC, where required;

·

Obtaining disinterested directors consent; and

·

Obtaining shareholder consent where required.


Review, Approval or Ratification of Transactions with Related Persons


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 14.  Principal Accounting Fees and Services


 

Year Ended

January 31, 2014

Year Ended

January 31, 2013

Audit fees

$10,000

$9,300

Audit-related fees

$ nil

$ nil

Tax fees

$ nil

$ nil

All other fees

$ nil

$ nil

Total

$10,000

$9,300


Audit Fees


During the fiscal years ended January 31, 2014, we incurred approximately $10,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended January 31, 2014.


During the fiscal year ended January 31, 2013, we incurred approximately $9,300 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended January 31, 2013.


Audit-Related Fees


The aggregate fees billed during the fiscal years ended January 31, 2014 and 2013 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.




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Tax Fees


The aggregate fees billed during the fiscal years ended January 31, 2014 and 2013,for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.


All Other Fees


The aggregate fees billed during the fiscal year ended January 31, 2014, for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.


Part IV


Item 15.  Exhibits


(a) Exhibits


Exhibit Number

Description of Exhibit

 

 

Filing

3.1

Certificate of Incorporation

 

 

Filed with the SEC on March 8, 2010 as part of our Registration of Securities on Form S-1.

3.2

Bylaws

 

 

Filed with the SEC on March 8, 2010 as part of our Registration of Securities on Form S-1.

10.1

Stock Purchase Agreement by and between the Mr. Cooper and Mr. Martinez, dated September 14, 2012.

 

 

Filed with the SEC on September 21, 2012 as part of our Current Report on Form 8-K.

10.2

Form of Private Placement Agreement by and between the Company and ACR Holdings Ltd., dated January 2, 2013.

 

 

Filed with the SEC on January 4, 2013, on our Current Report on Form 8-K.

10.3

Form of Private Placement Agreement by and between the Company and ACR Holdings Ltd., dated February 11, 2013.

 

 

Filed with the SEC on February 12, 2013, on our Current Report on Form 8-K.

10.4

Form of Private Placement Agreement by and between the Company and ACR Holdings Ltd., dated January 2, 2013.

 

 

Filed with the SEC on March 14, 2013, on our Current Report on Form 8-K.

10.5

Form of Private Placement Agreement, dated October 22, 2013.

 

 

Filed with the SEC on October 22, 2013, as part of our Current Report on Form 8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

 

 

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

 

 

Filed herewith.

32.01

Certification of CEO Pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

Filed herewith.

32.02

Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

Filed herewith.

101.INS*

XBRL Instance Document

 

 

Furnished herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

 

 

Furnished herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

Furnished herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

 

 

Furnished herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

Furnished herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

 

 

Furnished herewith.


*Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.





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Signatures


Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


April 22, 2014

Cindisue Mining Corp.



/s/ Daniel Martinez

By: Daniel Martinez

Its: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Director



Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:



April 22, 2014

/s/ Daniel Martinez

By: Daniel Martinez

Its: Director





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