UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q/A

Amendment No. 1

 

[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         For the quarterly period ended June 30, 2012

 

[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

         For the transition period _____________to______________

 

Commission File Number 333-174872

 

COLORADO GOLD MINES, INC.

(Exact name of small Business Issuer as specified in its charter)

 

Nevada		68-0681435
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

 

P.O. Box 620490
Littleton, CO		80162-0490
(Address of principal executive offices)		(Postal or Zip Code)

 

Issuer’s telephone number, including area code:

(303) 506-1633

 

	Cascade Springs, Ltd.
	(Former name, former address and former fiscal year, if changed since last report)

   

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

[X] Yes   [  ] No

 

Indicate by check mark whether the registrant 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 [X]    No[  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer        [  ]	Accelerated filer   [  ]
Non-accelerated filer          [  ]	Small reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes    [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 72,500,000 shares of common stock as of July 31, 2012.

 

  

  

COLORADO GOLD MINES, INC.
formerly CASCADE SPRINGS LTD.

(A Exploration Stage Company)
BALANCE SHEETS

 

		June 30, 2012				March 31, 2012
		(Unaudited)
ASSETS
Current assets:
Cash		$	3,973			$	3,298
Total current assets			3,973				3,298
Total assets		$	3,973			$	3,298
LIABILITIES AND STOCKHOLDERS'  DEFICIT
Current liabilities:
Accounts payable		$	2,295			$	-
Accounts payable, related party			6,778				5,604
Related party advances and notes payable			76,880				68,880
Total current liabilities			85,953				74,484
Total liabilities			85,953				74,484
Commitments
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value, 100,000,000 shares authorized, 67,500,000  shares at June 30, 2012 and March 31, 2012 issued and outstanding			67,500				67,500
Additional paid-in capital			(40,300	)			(41,025	)
Deficit accumulated during the exploration stage			(109,180	)			(97,661	)
Total stockholders’ deficit			(81,980	)			(71,186	)
Total liabilities and stockholders’ deficit		$	3,973			$	3,298

 

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

 

  

COLORADO GOLD MINES, INC.

formerly CASCADE SPRINGS LTD.

(A Exploration Stage Company)

STATEMENT OF OPERATIONS

For the three months ended June 30, 2012 and 2011 and the period from

January 19, 2010 (inception) through June 30, 2012

(Unaudited)

  

		Three months ended				Three months ended				Inception through
		June 30, 2012				June 30, 2011				June 30, 2012
Costs and expenses:
Mineral property costs		$	-			$	-			$	10,582
General and administrative			10,345				17,097				95,320
Total expenses			10,345				17,097				105,902
Net loss from operations			(10,345	)			(17,097	)			(105,902	)
Interest expense			(1,174	)			-				(3,278	)
Net loss		$	(11,519	)		$	(17,097	)		$	(109,180	)
Net loss per share:
Basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			67,500,000				67,500,000

 

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

 

  

COLORADO GOLD MINES, INC.

formerly CASCADE SPRINGS LTD.

(A Exploration Stage Company)

STATEMENTS OF CASH FLOWS

For the three months ended June 30, 2012 and 2011 and the period from

January 19, 2010 (inception) through June 30, 2012

(Unaudited)

 

		Three months ended				Three months ended				Inception through
		June 30, 2012				June 30, 2011				June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(11,519	)		$	(17,097	)		$	(109,180	)
Adjustment to reconcile net loss to cash used in operating activities:
Impairment expense			-				-				8,000
Stock based compensation			725				-				2,900
Net change in:
Accounts payable			2,295				-				2,295
Accounts payable, related party			1,174				4,628				6,778
CASH FLOWS USED IN OPERATING ACTIVITIES			(7,325	)			(12,469	)			(89,207	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral property			-				-				(8,000	)
CASH FLOWS USED IN INVESTING ACTIVITIES			-				-				(8,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock			-				-				24,300
Proceeds from related party advances and notes payable net			8,000				12,500				76,880
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES			8,000				12,500				101,180
NET CHANGE IN CASH			675				31				3,973
Cash, beginning of period			3,298				10,467				-
Cash, end of period		$	3,973			$	10,498			$	3,973
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expenses		$	-			$	-			$	-
Cash paid for income taxes		$	-			$	-			$	-

 

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

 

  

COLORADO GOLD MINES, INC.

formerly CASCADE SPRINGS LTD.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2012

(UNAUDITED)

 

Note 1

Basis of Presentation

 

The accompanying unaudited interim financial statements of Colorado Gold Mines, Inc. (formerly Cascade Springs, Ltd.) (“CGM” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K on June 14, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2012, as reported on the Form 10-K of the Company, have been omitted.

 

General

 

The Company is in the exploration stage, and is in the process of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of any amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.

 

Note 2

Going Concern

 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At June 30, 2012, the Company had not yet achieved profitable operations, has accumulated losses of $(109,180) and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds through equity financing and/or related party advances, however there is no assurance of additional funding being available.

 

 

Note 3

Related Party Transactions

 

Part of the related party loan is due to a former director of the Company for funds advanced.  The loan is unsecured, non-interest bearing and has no specific terms for repayment. The other part of the related party loan is due to a consultant and warrant holder of the Company for funds advanced with a 10% interest rate and has no specific terms for repayment.

 

Beginning April 1, 2011 and ending upon his resignation, Mr. Delahunte, the Company’s former President, began receiving $1,500 per month, when available, for services rendered.

 

On June 6, 2012, Robert Sawatsky loaned the Company $8,000. The loan has a 5% interest rate and matures June 7, 2014.

 

The Company was charged the following by directors of the Company:

 

		Three months ended June 30, 2012				Three months ended June 30, 2011
Management fees		$	-			$	3,000

 

Note 4

Commitments

 

On July 1, 2011, the Company entered into a consulting agreement (the “Agreement”) with a consultant.  In accordance with the Agreement, the Company granted the consultant warrants to purchase 5,400,000 shares of the Company’s common stock at an exercise price of $0.10 per share. The warrants were held in escrow and were given to the consultant quarterly.  The warrants expire on July 1, 2014. The fair value of the warrants was $2,900 and was recognized over the twelve months ended June 30, 2012.

 

Note 5

Subsequent Events

 

On July 3, 2012 Denver Equity Corporation, a corporation controlled by Kelly Fielder, purchased 41,250,000 shares of the Company’s common stock from William Delahunte, then an officer and director of the Company.

 

On July 6, 2012 William Delahunte and Todd Grano appointed Kelly Fielder as a director of the Company and then resigned as officers and directors of the Company. Mr. Fielder was then appointed the Chief Executive, Financial and Accounting Officer of the Company. The appointment of Mr. Fielder and resignations of Messrs: Delahunte and Grano resulted in a change of control of the Company.

 

On July 9, 2012 the Company’s directors, and shareholders holding a majority of the outstanding common stock of the Company, approved amendments to the Company’s Articles of Incorporation changing the name of the Company to Colorado Gold Mines, Inc. and authorizing the issuance of 10,000,000 shares of preferred stock. The amendment was filed with the Nevada Secretary of State on July 12, 2012. The change in the Company’s name became effective in the over-the-counter market on July 30, 2012.

 

On July 27, 2012 the Company, through a wholly-owned subsidiary, acquired a 50% interest in Union Milling Company, LLC (“Union”) from Denver Equity Corporation in exchange for 5,000,000 shares of the Company’s common stock. Union’s assets consist of approximately 21 acres of real property, an ore processing mill and various milling equipment. The mill has been inactive since 1997 and was purchased by Union in 2007.

 

  

FORWARD LOOKING STATEMENTS

 

The information contained in this Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, including among other things, statements regarding our capital needs, business strategy and expectations. Any statement which does not contain a historical fact may be deemed to be a forward-looking statement. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating forward looking statements, you should consider various factors outlined in our latest Form 10-K, filed with the U.S. Securities Exchange Commission (“SEC”) on June 14, 2012, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between our actual results and those reflected in these statements.

 

Item 2.   Management's Discussion and Analysis of Financial Condition and Plan of Operation.

 

The Company was incorporated in Nevada in January 2010. The Company has not generated any revenues since its formation. The Company plans to acquire mining properties in Colorado and process ore generated from its own properties and that of unrelated third party mine operators. Prior to July 2012 the Company was inactive.

 

On July 9, 2012 the Company’s directors, and shareholders holding a majority of the outstanding common stock of the Company, approved an amendment to the Company’s Articles of Incorporation changing the name of the Company to Colorado Gold Mines, Inc. The amendment was filed with the Nevada Secretary of State on July 12, 2012. The change in the Company’s name became effective in the over-the-counter market on July 30, 2012.

 

On July 27, 2012 the Company, through a wholly owned subsidiary, acquired a 50% interest in Union Milling Company, LLC (“Union”) from Denver Equity Corporation in exchange for 5,000,000 shares of the Company’s common stock. Denver Equity Corporation is controlled by the Company’s sole officer and director.

 

Union’s assets consist of approximately 21 acres of real property, an ore processing mill and various milling equipment. The mill has been inactive since 1997 and was purchased by Union in 2007.

 

Union currently holds permits from the Colorado Department of Reclamation, Mining and Safety that allow Union to process up to 70,000 tons of ore annually. In addition, Union is currently the holder of one of the only tailings pond permits in Colorado.

 

 

As of July 31, 2012 the mill was not in operation. Union is currently engaged in renovating the mill and constructing a tailings pond so that Union can begin processing ore.

 

After making improvements to the mill, at a cost estimated to be $500,000, Union plans to secure additional permits and ore processing contracts with various gold, silver and other metallurgic mines in Colorado to allow Union to process an unlimited amount of ore. Union plans to complete its improvements in August 2012.

 

Union has entered into one agreement to process ore from a gold mine located in Boulder County and currently has executed two letters of intent to process ore from gold mines in Clear Creek and La Plata Counties, Colorado.

 

As of June 30, 2012, the Company did not have any sources of capital or any commitments from anyone to provide the Company with capital. There can be no assurance that the Company will be successful in raising any capital required, or that if capital is offered, it will be subject to terms considered acceptable.

 

The Company did not have any off balance sheet arrangements as of June 30, 2012.

 

Item 4.   Controls and Procedures.

 

(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by it in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including the Company’s Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30 2012, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of its disclosure controls and procedures. Based on that evaluation, the Company’s Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

 

(b) There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2012 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II

 

Item 6.   Exhibits.

 

Exhibits

 

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

 

 * Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	COLORADO GOLD MINES, INC.
September 19, 2012	By:	/s/ Kelly Fielder
		Kelly Fielder, Principal Executive and Financial Officer