Cindisue Mining Corp - FORM 10-K/A

Attached files

file	filename
EX-32 - CFO SECTION 906 CERTIFICATION - Cindisue Mining Corp	ex32-2.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - Cindisue Mining Corp	ex32-1.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - Cindisue Mining Corp	ex31-1.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - Cindisue Mining Corp	ex31-2.txt

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2012

Commission file number 000-54390

Cindisue Mining Corp.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 27-1662466
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Facsimile (904)369-5658
(Address of Principal Executive Offices, Zip Code & Telephone Number)

Donovan L. Cooper
Cindisue Mining Corp.
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
Telephone (858)278-1166 Facsimile (904)369-5658
(Name, Address and Telephone Number of Agent for Service)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of April 18, 2012, the registrant had 8,500,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established.

CINDISUE MINING CORP.
TABLE OF CONTENTS

Page No.
--------

Part I

Item 1. Business 3
Item 1A. Risk Factors 5
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Mine Safety Disclosure 8

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities 9
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
Item 8. Financial Statements and Supplementary Data 12
Item 9A. Controls and Procedures 24
Item 9B. Other Information 25

Part III

Item 10. Directors and Executive Officers 27
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 30
Item 13. Certain Relationships and Related Transactions 31
Item 14. Principal Accounting Fees and Services 31

Part IV

Item 15. Exhibits 32

Signatures 33

PART I

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.

ITEM 1. BUSINESS

GENERAL INFORMATION

Cindisue Mining Corp. was incorporated in the State of Delaware on January 8,
2010 to engage in the acquisition, exploration and development of natural
resource properties. We are an exploration stage company with no revenues or
operating history. The principal executive offices are located at 11255
Tierrasanta Blvd., Unit 78, San Diego, CA. The telephone number is
(858)278-1166.

The Phase 1 data rendered poor results. It is not likely that further study of
the claim will yield any better result.

Management, with the prime objective of maximizing shareholder value, is
considering the options of obtaining additional funds to seek additional claims
for exploration or an outright sale of the company.

We received our initial funding of $15,000 through the sale of common stock to
Donovan L. Cooper, our officer and director, who purchased 3,000,000 shares of
our common stock at $0.005 per share on January 22, 2010. Our financial
statements from inception (January 8, 2010) through the year ended January 31,
2011 report a net loss of $23,089 and no revenues. Our independent auditor has
issued an audit opinion for Cindisue Mining Corp. which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.

On March 8, 2011, we completed our offering pursuant to a Registration Statement
on Form S-1, selling 2,500,000 shares of common stock to 27 individuals for cash
in the amount of $0.01 per share, for total proceeds of $25,000. On March 12,
2011 3,000,000 shares of common stock were issued to the director, Mr. Donavan
L. Cooper, in exchange for services from inception through January 31, 2011. The
shares are valued at $5,000. The shares are issued under Rule 144 and are
restricted securities within the meaning of the Rule.

We have not earned any revenues to date and we do not anticipate earning
revenues in the near future. We are presently in the exploration stage of our
business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources on any exploration property. Moreover,
if such deposits are discovered, there is no guarantee that we will enter into
further substantial exploration programs. Our stock is listed on the OTC
Bulletin Board but there has been no active trading of our shares. Investors
should be aware they probably will be unable to sell their shares and their
investment in our securities is not liquid.

We have a total of 100,000,000 authorized common shares with a par value of
$0.0001 per share with 8,500,000 common shares issued and outstanding as of
January 31, 2011.

GENERAL INFORMATION

We are an exploration stage company with no revenues or operating history. The
Company has completed the Phase 1 study of its Ford 1-4 Mineral Claim in
Esmeralda County, Nevada. Phase 1 consisted of mobile metal ion (MMI) soil
sampling, proprietary IONIC Leach (IL) digestion and induction coupled plasma
(ICP) analysis. The Phase 1 work involved a total of 45 grid controlled MMI soil
samples.

The Phase 1 data rendered poor results. It is not likely that further study of
the claim will yield any better result.

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, 2012, our only employee was Donovan L. Cooper, who currently
devotes 4-5 hours per week to company matters. He has agreed to devote as much
time as the board of directors determines is necessary to manage the affairs of
the company. There are no formal employment agreements between the company and
our current employee.

REPORTS TO SECURITY HOLDERS

We voluntarily make available an annual report including audited financials on
Form 10-K to security holders. We file the necessary reports with the SEC
pursuant to the Exchange Act, including but not limited to, reports on Form 8-K
as necessary, annual reports on Form 10-K, and quarterly reports on Form 10-Q.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding the
Company and filed with the SEC at http://www.sec.gov.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
report before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if an active
trading market develops, could decline due to any of these risks. This could
result in you losing all or part of your investment.

WE ARE AN EXPLORATION STAGE COMPANY, BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

We were incorporated on January 8, 2010 and to date have been involved primarily
in organizational activities and the acquisition of the mineral claim. We have
not yet commenced exploration on the Ford Property. The Company completed the
Phase 1 study of its Ford 1-4 Mineral Claim in Esmeralda County, Nevada. Phase 1
consisted of mobile metal ion (MMI) soil sampling, proprietary IONIC Leach (IL)

digestion and induction coupled plasma (ICP) analysis. The Phase 1 work involved
a total of 45 grid controlled MMI soil samples. The Phase 1 data rendered poor
results. It is not likely that further study of the claim will yield any better
result. Management, with the prime objective of maximizing shareholder value, is
considering the options of obtaining additional funds to seek additional claims
for exploration or an outright sale of the company.

We expect to incur significant losses into the foreseeable future. There is no
history upon which to base any assumption as to the likelihood that we will
prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL FINANCING. AS A RESULT, OUR
ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS
A GOING CONCERN.

We have accrued net losses of $49,634 for the period from our inception to
January 31, 2012, and have no revenues to date. Our future is dependent upon our
ability to obtain financing and upon future profitable operations. These factors
raise substantial doubt that we will be able to continue as a going concern. PLS
CPA, A Professional Corp., our independent auditor, has expressed substantial
doubt about our ability to continue as a going concern. This opinion could
materially limit our ability to raise additional funds by issuing new debt or
equity securities or otherwise. If we fail to raise sufficient capital when
needed, we will not be able to complete our business plan. As a result we may
have to liquidate our business and you may lose your investment. You should
consider our auditor's comments when determining if an investment in Cindisue
Mining Corp. is appropriate.

BECAUSE OUR MANAGEMENT DOES NOT HAVE ANY FORMAL TRAINING SPECIFIC TO THE
TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL
FAIL.

Our management has no formal training in geology or in the technical aspects of
management of a mineral exploration company. His prior business experiences have
primarily been in management and flexible benefit plans. With no direct training
or experience in these areas, our management may not be fully aware of the
specific requirements related to working within this industry. Our management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently,
our operations, earnings, and ultimate financial success could suffer
irreparable harm due to management's lack of experience in this industry.

BECAUSE MANAGEMENT HAS OTHER BUSINESS INTERESTS, tHEY MAY NOT BE ABLE OR WILLING
TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR
BUSINESS TO FAIL.

Mr. Cooper currently devotes approximately 4-5 hours per week providing
management services to us. While he currently possesses adequate time to attend
to our interest, it is possible that the demands on him from other obligations
could increase, with the result that he would no longer be able to devote
sufficient time to the management of our business. This could negatively impact
our business development.

DONOVAN L. COOPER, AN OFFICER AND DIRECTOR, WILL CONTINUE TO EXERCISE
SIGNIFICANT CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY SHAREHOLDER,
YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING STOCKHOLDER APPROVAL
THAT COULD AFFECT YOUR ABILITY TO EVER RESELL ANY SHARES YOU PURCHASE.

Donovan L. Cooper, our executive officer and director, owns 71% of our common
stock. He will have a significant influence in determining the outcome of all
corporate transactions, including the election of directors, approval of

significant corporate transactions, changes in control of the company or other
matters that could affect your ability to ever resell your shares. His interests
may differ from the interests of the other stockholders and thus result in
corporate decisions that are disadvantageous to other shareholders.

DUE TO THE LACK OF AN ACTIVE TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE
DIFFICULTY SELLING ANY SHARES YOU PURCHASE.

Our shares are currently listed for trading on the Over-The-Counter Electronic
Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filing with the SEC or applicable regulatory authority. Market makers are not
permitted to begin quotation of a security whose issuer does not meet the filing
requirement. Securities already quoted on the OTCBB that become delinquent in
their required filings will be removed following a 30 to 60 day grace period if
they do not make their required filing during that time. If no active market is
ever developed for our common stock, it will be difficult for you to sell any
shares you purchase. In such a case, you may find that you are unable to achieve
any benefit from your investment or liquidate your shares without considerable
delay, if at all. In addition, if we fail to have our common stock quoted on a
public trading market, your common stock will not have a quantifiable value and
it may be difficult, if not impossible, to ever resell your shares, resulting in
an inability to realize any value from your investment.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR U.S. SECURITIES AND EXCHANGE
COMMISSION REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO
REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF
AT ALL.

To be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the U.S. Securities and Exchange Commission. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

THE TRADING IN OUR SHARES IS REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION
RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

Our shares are defined as a penny stock under the Securities and Exchange Act of
1934, and rules of the Commission. The Exchange Act and such penny stock rules
generally impose additional sales practice and disclosure requirements on
broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $4,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 ($300,000 jointly with spouse), or in transactions not recommended by
the broker-dealer. For transactions covered by the penny stock rules, a broker
dealer must make certain mandated disclosures in penny stock transactions,
including the actual sale or purchase price and actual bid and offer quotations,
the compensation to be received by the broker-dealer and certain associated
persons, and deliver certain disclosures required by the Commission.
Consequently, the penny stock rules may make it difficult for you to resell any
shares you may purchase, if at all.

MR. COOPER, AN OFFICER AND DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 71% OF THE
OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the amount of Mr. Cooper's share ownership in our company, if he chooses
to sell his shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock.

ITEM 2. PROPERTIES

We do not currently own any property. We are currently operating out of the
premises of our President, Donovan L. Cooper, on a rent free basis during our
exploration stage. The office is at 11255 Tierrasanta Blvd., Unit 78, San Diego,
CA 92124. We consider our current principal office space arrangement adequate
and will reassess our needs based upon the future growth of the company.

We do not have any investments or interests in any real estate. We do not invest
in real estate mortgages, nor do we invest in securities of, or interests in,
persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently listed on the OTCBB under the symbol "CDMC".

As of January 31, 2012, we had 8,500,000 shares of $0.0001 par value common
stock issued and outstanding held by 28 shareholders of record.

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

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934

The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA's toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance there under.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during
the year ended January 31, 2012.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

We are a development stage company and have generated no revenues since
inception (January 8, 2010) and have incurred $49,634 in expenses through
January 31, 2012. For the years ended January 31, 2012 and 2011 we incurred
$26,545 and $15,443, respectively, in general and administrative expenses and
professional fees and for the year ended January 31, 2012 we incurred $6,500 in
exploration costs.

The following table provides selected financial data about our company for the
years ended January 31, 2012 and 2011.

Balance Sheet Data: 1/31/12 1/31/11
------------------- ------- -------
Cash $ 80 $ 1,308
Total assets $ 80 $ 1,308
Total liabilities $ 4,714 $ 9,397
Shareholders' deficit $(4,634) $(8,089)

Cash provided by financing activities since inception through January 31, 2012
was $40,000 from the sale of 3,000,000 shares of common stock to our officer and
director in January 2010 and 2,500,000 shares of common stock to 27 individuals.
Also, we received proceeds of $4,300 from the issuance of notes payable.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at January 31, 2012 was $80, with $4,714 in outstanding
liabilities, consisting of $195 in accounts payable, $219 in accrued interest
payable and $4,300 in notes payable. If we experience a shortage of funds in the
next twelve months we may utilize funds from our director, who has agreed to
advance funds for operations, however he has no formal commitment, arrangement
or legal obligation to advance or loan funds to us.

PLAN OF OPERATION

The Phase 1 data rendered poor results. It is not likely that further study of
the claim will yield any better result.

Our current cash balance at January 31, 2012 was $80. We are an exploration
stage company and have generated no revenue to date.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin extracting minerals, if they are found. There is no assurance we will ever
reach that point.

ITEM 8. FINANCIAL STATEMENTS

PLS CPA, A PROFESSIONAL CORPORATION
* 4725 MERCURY STREET #210 * SAN DIEGO * CALIFORNIA 92111 *
* TELEPHONE (858)722-5953 * FAX (858)761-0341 * FAX (858) 433-2979
* E-MAIL changgpark@gmail.com *

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders Cindisue Mining Corp.

We have audited the accompanying balance sheets of Cindisue Mining Corp. (An
Exploration Stage "Company") as of January 31, 2012 and 2011 and the related
statements of operations, changes in shareholders' equity and cash flows for the
years then ended January 31, 2012 and 2011, and for the period from January 8,
2010 (inception) to January 31, 2012. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cindisue Mining
Corp. as of January 31, 2012 and 2011, and the result of operations and cash
flows for the years then ended and for the period from January 8, 2010
(inception) to January 31, 2012 in conformity with U.S. generally accepted
accounting principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 6 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/PLS CPA
-------------------------------
PLS CPA, A Professional Corp.
April 18, 2012
San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

Cindisue Mining Corp.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

As of As of
January 31, January 31,
2012 2011
-------- --------
(Audited) (Audited)

ASSETS

CURRENT ASSETS
Cash $ 80 $ 1,308
-------- --------
TOTAL CURRENT ASSETS 80 1,308
-------- --------

TOTAL ASSETS $ 80 $ 1,308
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable $ 195 $ 3,850
Advances from Officers -- --
Notes payable 4,300 --
-------- --------
TOTAL CURRENT LIABILITIES 4,495 3,850

LONG-TERM LIABILITIES
Accrued interest payable 219 47
Notes payable -- 5,500
-------- --------
TOTAL LONG-TERM LIABILITIES 219 5,547

TOTAL LIABILITIES 4,714 9,397

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 100,000,000 shares authorized;
8,500,000 and 3,000,000 shares issued and outstanding
as of January 31, 2012 and January 31, 2011 respectively 850 300
Additional paid-in capital 44,150 14,700
Deficit accumulated during exploration stage (49,634) (23,089)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (4,634) (8,089)
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 80 $ 1,308
======== ========

The accompanying notes are an integral part of these financial statements

Cindisue Mining Corp.
(An Exploration Stage Company)
Statements of Operations
--------------------------------------------------------------------------------

January 8, 2010
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2012 2011 2012
---------- ---------- ----------

REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --

GENERAL & ADMINISTRATIVE EXPENSES
Administrative expenses 13,573 4,543 18,715
Professional fees 6,300 10,900 17,200
Exploration costs 6,500 -- 13,500
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 26,373 15,443 49,415
---------- ---------- ----------

LOSS FROM OPERATION (26,373) (15,443) (49,415)
---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest expense (172) (47) (219)
---------- ---------- ----------

NET INCOME (LOSS) $ (26,545) $ (15,490) $ (49,634)
========== ========== ==========

BASIC EARNINGS PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,924,658 3,000,000
========== ==========

The accompanying notes are an integral part of these financial statements

Cindisue Mining Corp.
(An Exploration Stage Company)
Statement of changes in Shareholders' Equity (Deficit)
--------------------------------------------------------------------------------

Deficit
Common Stock Additional During
------------------- Paid-in Exploration
Shares Amount Capital Stage Total
------ ------ ------- ----- -----

Balance, January 8, 2010 (Inception) -- $ -- $ -- $ -- $ --

Commn stock issued, January 22, 2010
at $.005 per share 3,000,000 300 14,700 -- 15,000

Loss for the period beginning January 8, 2010
(inception) to January 31, 2010 (7,599) (7,599)
---------- ------ -------- -------- --------

BALANCE, JANUARY 31, 2010 3,000,000 300 14,700 (7,599) 7,401
========== ====== ======== ======== ========

Net Loss, year ended January 31, 2011 (15,490) (15,490)
---------- ------ -------- -------- --------

BALANCE, JANUARY 31, 2011 3,000,000 300 14,700 (23,089) (8,089)
========== ====== ======== ======== ========

Common stock issued, March 8, 2011
at $.01 per share 2,500,000 250 24,750 -- 25,000

Common stock issued to director for
services March 12, 2011 3,000,000 300 4,700 -- 5,000

Net Loss, year ended January 31, 2012 (26,545) (26,545)
---------- ------ -------- -------- --------

BALANCE, JANUARY 31, 2012 8,500,000 $ 850 $ 44,150 $(49,634) $ (4,634)
========== ====== ======== ======== ========

The accompanying notes are an integral part of these financial statements

Cindisue Mining Corp.
(An Exploration Stage Company)
Statements of Cash Flows
--------------------------------------------------------------------------------

January 8, 2010
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2012 2011 2012
-------- -------- --------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(26,545) $(15,490) $(49,634)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Common stock issued for service 5,000 -- 5,000
Changes in operating assets and liabilities:
Increase in accounts payable (3,655) 3,550 195
Increase in accrued interest 172 47 219
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (25,028) (11,893) (44,220)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in Advance from Officers -- -- --
Proceed (Payment) from notes payable (1,200) (299) 4,300
Issuance of common stock 25,000 5,500 40,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 23,800 5,201 44,300
-------- -------- --------

NET INCREASE (DECREASE) IN CASH (1,228) (6,692) 80

CASH AT BEGINNING OF YEAR 1,308 8,000 --
-------- -------- --------

CASH AT END OF YEAR $ 80 $ 1,308 $ 80
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========

Income Taxes $ -- $ -- $ --
======== ======== ========

The accompanying notes are an integral part of these financial statements

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Cindisue Mining Corp. (the "Company") was incorporated on January 8, 2010 under
the laws of the State of Delaware. The Company's activities to date have been
limited to organization and capital. The Company has been in the exploration
stage since its formation and has not yet realized any revenues from its planned
operations.

The Company is primarily engaged in the acquisition and exploration of mining
properties. The Company has acquired Ford 1-4 mineral claims in Esmeralda
County, NV for exploration and has formulated a business plan to investigate the
possibilities of a viable mineral deposit.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

The statements were prepared following generally accepted accounting principles
of the United States of America consistently applied.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS

The Company is an exploration stage mining company and has not yet realized any
revenue from its operations. Mineral property acquisition costs are initially
capitalized in accordance with ASC 805-20-55-37, previously referenced as the
FASB Emerging Issues Task Force ("EITF") Issue 04-2. The Company assesses the
carrying costs for impairment under ASC 930 at each fiscal quarter end. When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property will be capitalized. The Company has determined that all
property payments are impaired and written off the acquisition costs to project
expenses. Once capitalized, such costs will be amortized using the units of
production method over the estimated life of the probable reserve.

To date, mineral property exploration costs have been expensed as incurred. To
date the Company has not established any proven or probable reserves on its
mineral properties.

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriate accounts and the resultant gain or loss is included in net income.

CASH AND CASH EQUIVALENTS

Cash equivalents include short-term, highly liquid investments with maturities
of three months or less at the time of acquisition.

INCOME TAXES

The Company accounts for its income taxes in accordance with FASB Accounting
Standards Codification ("ASC") No.740, "Income Taxes". Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment.

FINANCIAL INSTRUMENTS

Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

* Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets. A quoted price in an active market
provides the most reliable evidence of fair value and must be used to
measure fair value whenever available.
* Level 2: Significant other observable inputs other than Level 1 prices
such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data.
* Level 3: Significant unobservable inputs that reflect a reporting
entity's own assumptions about the assumptions that market
participants would use in pricing an asset or liability. For example,
level 3 inputs would relate to forecasts of future earnings and cash
flows used in a discounted future cash flows method.

The recorded amounts of financial instruments, including cash equivalents
accounts payable and accrued expenses, and long-term debt approximate their
market values as of January 31, 2012 and January 31, 2011.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the potential
dilution of securities that could share in the losses of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.

SHARE BASED EXPENSES

The Company records stock based compensation in accordance with the guidance in
ASC Topic 718 which requires the Company to recognize expenses related to the
fair value of its employee stock option awards. This eliminates accounting for
share-based compensation transactions using the intrinsic value and requires
instead that such transactions be accounted for using a fair-value-based method.
The Company recognizes the cost of all share-based awards on a graded vesting
basis over the vesting period of the award.

NOTE 3 - PROVISION FOR INCOME TAXES

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 3 - PROVISION FOR INCOME TAXES - CONTINUED

January 31, January 31,
2012 2011
-------- --------
Net operating loss carryforward $ 16,876 $ 7,850
Valuation allowance (16,876) (7,850)
-------- --------
Net deferred income tax asset $ -- $ --
======== ========

NOTE 4 - COMMITMENTS AND CONTINGENCIES

LITIGATION

The Company is not presently involved in any litigation.

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements that the Company has adopted or that will be
required to adopt in the future are summarized below.

In January 2010, the Financial Accounting Standards Board ("FASB") issued
guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. The guidance requires new disclosures on
the transfers of assets and liabilities between Level 1 (quoted prices in active
market for identical assets or liabilities) and Level 2 (significant other
observable inputs) of the fair value measurement hierarchy, including the
reasons and the timing of the transfers. Additionally, the guidance requires a
roll forward of activities on purchases, sales, issuance, and settlements of the
assets and liabilities measured using significant unobservable inputs (Level 3
fair value measurements). The guidance became effective for us with the
reporting period beginning January 1, 2010, except for the disclosure on the
roll forward activities for Level 3 fair value measurements, which will become
effective for us with the reporting period beginning July 1, 2011. Other than
requiring additional disclosures, adoption of this new guidance did not have a
material impact on our financial statements.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities
that declare dividends to shareholders that may be paid in cash or shares at the
election of the shareholders are considered to be a share issuance that is
reflected prospectively in EPS, and is not accounted for as a stock dividend.
This standard is effective for interim and annual periods ending on or after
December 15, 2009 and is to be applied on a retrospective basis. The adoption of
this standard is not expected to have a significant impact on the Company's
financial statements.

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS-CONTINUED

On February 24, 2010, the FASB issued guidance in the "Subsequent Events" topic
of the FASC to provide updates including: (1) requiring the company to evaluate
subsequent events through the date in which the financial statements are issued;
(2) amending the glossary of the "Subsequent Events" topic to include the
definition of "SEC filer" and exclude the definition of "Public entity"; and (3)
eliminating the requirement to disclose the date through which subsequent events
have been evaluated. This guidance was prospectively effective upon issuance.
The adoption of this guidance did not impact the Company's results of operations
of financial condition.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.

NOTE 6 - GOING CONCERN

Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.

The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$49,634 since its inception and requires capital for its contemplated
operational and exploration activities to take place. The Company's ability to
raise additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful development of
the Company's contemplated plan of operations, and its transition, ultimately,
to the attainment of profitable operations are necessary for the Company to
continue operations. The ability to successfully resolve these factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.

NOTE 7 - RELATED PARTY TRANSACTIONS

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

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 7 - RELATED PARTY TRANSACTIONS - CONTINUED

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

NOTE 8 - NOTES PAYABLE

Since inception the Company received cash totaling $5,500 from EFM Venture
Group, Inc., an unrelated party, in the form of three promissory notes and made
one payment of $1,200 in cash. As of January 31, 2012 the amount due to EFM
Venture Group was $4,300.

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

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

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

Accrued interest payable as of January 31, 2012 is $219.

NOTE 9 - STOCK TRANSACTIONS

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

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

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

Cindisue Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------

NOTE 9 - STOCK TRANSACTIONS-CONTINUED

As of January 31, 2012 and January 31, 2011, the Company had 8,500,000 and
3,000,000 shares of common stock issued and outstanding respectively.

NOTE 10 - STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2012:

Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 8,500,000
shares issued and outstanding.

NOTE 11 - MINERAL CLAIMS

On January 28, 2010, the Company acquired a 100% interest in the Ford 1-4
minerals claims located in Esmeralda County, Nevada.

The claims and related geological report were acquired for $7,000. These costs
have been expensed as exploration costs during the period ended January 31,
2010.

On April 12, 2011, the Company paid the consulting geologist $8,000 to commence
Phase One of the exploration program on the claims. The consulting geologist
refunded $1,500 on September 18, 2011 as the funds were not required to complete
the Phase 1 study.

The Company has completed the Phase 1 study of its Ford 1-4 Mineral Claim in
Esmeralda County, Nevada. Phase 1 consisted of mobile metal ion (MMI) soil
sampling, proprietary IONIC Leach (IL) digestion and induction coupled plasma
(ICP) analysis. The Phase 1 work involved a total of 45 grid controlled MMI soil
samples. The Phase 1 data rendered poor results. It is not likely that further
study of the claim will yield any better result. Management, with the prime
objective of maximizing shareholder value, is considering the options of
obtaining additional funds to seek additional claims for exploration or an
outright sale of the company.

NOTE 12 - SUBSEQUENT EVENT

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

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of January 31, 2012, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended January 31,
2012 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

SUBSEQUENT EVENT

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Our Board of Directors is now comprised of Donovan L. Cooper and Daniel
Martinez.

DAN MARTINEZ - SECRETARY, TREASURER, CHIEF FINANCIAL OFFICER AND A DIRECTOR

Mr. Martinez has worked for Ready Clerk Ltd., a financial services company based
in London, UK from April 2010 to March 2012. He specialized in preparing,
reviewing and evaluating financial statements, notes and related disclosures for
U.S. based SEC reporting clients.

Prior to this, Mr. Martinez was a tax consultant with EDF Tax LLP, a specialist
tax boutique based in Nottingham, UK, from December 2008 to April 2010. During
his time there he assisted successful businesses and entrepreneurs in maximizing
their tax efficiency by providing a personalized approach and tailored
solutions, focused entirely upon the client's needs. From October 2006 to
December 2008 Mr. Martinez was an assistant consultant with
PricewaterhouseCoopers LLP, UK, where he specialized in providing tax and
accounting solutions to small cap companies, entrepreneurs and private clients.
He was also part of a business development team where he was able to use his
business and personal networks to develop new clients.

Mr. Martinez has been a member of the Institute of Chartered Accountant in
England and Wales since 2010 and an associate of the institute since 2006. Prior
to that he obtained an MA (Merit) in Corporate Strategy and Governance and a Bsc
Hons (First Class) in Operations Management from the University of Nottingham,
UK in 2006 and 2005 respectively. Mr Martinez is currently studying to become a
member of the Chartered Institute of Taxation and in 2011 he completed the SEC
Institutes `SEC Reporting Skills and IPO: Your Guide to Going Public' courses in
Boston, MA.

PART III

ITEM 10. DIRECTOR AND EXECUTIVE OFFICER

The name, age and title of our executive officer/director at January 31, 2012 is
as follows:

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------

Donovan L. Cooper 65 President, Secretary, Treasurer
11255 Tierrasanta Blvd. Unit 78 and Director
San Diego, CA 92124

Donovan L. Cooper, our officer and director, is also the promoter of Cindisue
Mining Corp., as that term is defined in the rules and regulations promulgated
under the Securities and Exchange Act of 1933.

Mr. Cooper has had over twenty years of business experience; this includes
management as well as marketing. Mr. Cooper has successfully run his own
business for over nine years. Mr. Cooper will be managing consultants who are
experts in the business of the Company and therefore his management experience
is foremost. Mr. Cooper will be the majority owner of the Company and therefore
has the greatest incentive to make the Company prosperous.

Mr. Cooper has no formal training as a geologist or in the technical or
managerial aspects of management of a mineral exploration company. His prior
business experiences have primarily been in management and flexible benefit
plans and not in the mineral exploration industry. Accordingly, we will have to
rely on the technical services of others to advise us on the managerial aspects
specifically associated with a mineral exploration company. We do not have any
employees who have professional training or experience in the mining industry.
We rely on independent geological consultants to make recommendations to us on
work programs on our property, to hire appropriately skilled persons on a
contract basis to complete work programs and to supervise, review, and report on
such programs to us.

TERM OF OFFICE

Directors are appointed to hold office until the next annual meeting of our
stockholders or until a successor is elected and qualified, or until they resign
or are removed in accordance with the provisions of the Delaware Revised
Statutes. Officers are appointed by our Board of Directors and hold office until
removed by the Board. The Board of Directors has no nominating, auditing or
compensation committees.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and director, Mr.
Donovan L. Cooper. Mr. Cooper currently devotes approximately 4-5 hours per week
to company matters. After receiving funding per our business plan Mr. Cooper
intends to devote as much time as the Board of Directors deem necessary to
manage the affairs of the company.

Mr. Cooper has not been the subject of any order, judgment, or decree of any
court of competent jurisdiction, or any regulatory agency permanently or
temporarily enjoining, barring, suspending or otherwise limited him from acting
as an investment advisor, underwriter, broker or dealer in the securities
industry, or as an affiliated person, director or employee of an investment
company, bank, savings and loan association, or insurance company or from

engaging in or continuing any conduct or practice in connection with any such
activity or in connection with the purchase or sale of any securities.

Mr. Cooper has not been convicted in any criminal proceeding (excluding traffic
violations) nor is he subject of any currently pending criminal proceeding.

We conduct our business through agreements with consultants and arms-length
third parties. Currently, we have no formal consulting agreements in place.

RESUME

Mr. Donovan L. Cooper has been the sole Director of Cindisue Mining Corp. from
inception (January 8, 2010). He was elected President, Treasurer and Secretary
on January 12, 2010. For the last five years Mr. Cooper has been president of
TriFlex Corporation in San Diego, CA. TriFlex Corporation is a consulting
company for assessment, design, enrollment and administration of Section 125 and
other flexible benefit plans. Mr. Cooper holds a Bachelor's Degree in Biology
from the University of Oregon and a Master's Degree in International Management
from the Thunderbird Graduate School of Global Management in Glendale, AZ.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Currently, Donovan L. Cooper, our officer and director, receives no compensation
for his services during the exploration stage of our business operations. He is
reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the
future, we may approve payment of salaries for officers and directors, but
currently no such plans have been approved. We do not have any employment
agreements in place with our sole officer and director. We also do not currently
have any benefits, such as health or life insurance, available to our employees.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------

Donovan L. 2012 0 0 0 0 0 0 0 0
Cooper, 2011 0 0 0 0 0 0 0 0
President, 2010 0 0 0 0 0 0 0 0
CEO, CFO
and Director

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
---------------------------------------------------------------- --------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------

Donovan L. 0 0 0 0 0 0 0 0 0
Cooper

DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----

Donovan L. Cooper 0 0 0 0 0 0 0

There are no current employment agreements between the company and Mr. Donovan
L. Cooper. Mr. Cooper currently devotes approximately 4-5 hours per week to
manage the affairs of the company.

On January 22, 2010, a total of 3,000,000 shares of common stock were issued to
Donovan L. Cooper in exchange for cash in the amount of $15,000 or $0.005 per
share. The terms of this stock issuance was as fair to the company, in the
opinion of the board of director, as if it could have been made with an
unaffiliated third party. The Board took into consideration that the Company was
a newly formed corporation and had no assets. The value of the Company was
determined to be the cost of incorporation. The incorporation cost was
approximately $599. On the basis of the 3,000,000 shares issued this would be
$0.0002 per share or two times the par value. Mr. Cooper paid $0.005 per share
or 25 times the computed value. This was considered fair and reasonable by the
Board.

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

There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of January 31, 2012 of: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.

Amount and Nature Percentage of
of Beneficial Common
Title of Class Name and Address of Beneficial Owner Ownership Stock(1)
-------------- ------------------------------------ --------- --------

Common Stock Donovan L. Cooper, Director 6,000,000 71%
11255 Tierrasanta Blvd., Unit 78 Direct
San Diego, CA 92124

Common Stock Officer and/or director as a Group 6,000,000 71%

Holders of More than 5% of Our Common Stock

(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding as of the date of this report.
As of the date of this report, there were 8,500,000 shares of our common
stock issued and outstanding, 6,000,000 shares being held by our officer
and director.

FUTURE SALES BY EXISTING STOCKHOLDERS

As of January 31, 2012, a total of 6,000,000 shares have been issued to the
Donovan Cooper, an officer/director, and are restricted securities, as that term
is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Act. Under Rule 144, such shares can be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing six
months after their acquisition.

Rule 144(i)(1) states that the Rule 144 safe harbor is not available for the
resale of securities "initially issued" by a shell company (other than a
business combination related shell company) or an issuer that has "at any time
previously" been a shell company (other than a business combination related
shell company). Consequently, the Rule 144 safe harbor is not available for the
resale of such securities unless and until all of the conditions in Rule
144(i)(2) are satisfied at the time of the proposed sale.

Any sale of shares held by the existing stockholder (after applicable
restrictions expire) may have a depressive effect on the price of our common
stock in any market that may develop, of which there can be no assurance. Our
principal shareholder does not have any plans to sell his shares at this time.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are currently operating out of the premises of Donovan Cooper, an officer and
director of the company, on a rent-free basis for administrative purposes. There
is no written agreement or other material terms or arrangements relating to said
arrangement.

On January 22, 2010, the Company issued a total of 3,000,000 shares of common
stock to Donovan L. Cooper for cash at $0.005 per share for a total of $15,000.

We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so prior to hiring
any additional employees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the Company for audit services, including quarterly
reviews, were $6,300 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended January 31, 2012.

The total fees charged to the Company for audit services, including quarterly
reviews, were $8,900 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended January 31, 2011.

PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit
Number Description
------ -----------

3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive Data Files pursuant to Regulation S-T**

----------
* Included in our Registration Statement of Form S-1 under Commission File
Number 333-165302.
** Previously filed.

SIGNATURES

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

October 17, 2012 Cindisue Mining Corp.

/s/ Donovan L. Cooper
---------------------------------------
By: Donovan L. Cooper
(Chief Executive Officer,
President & Director)

/s/ Daniel Martinez
---------------------------------------
By: Daniel Martinez
(Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer & Director)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

October 17, 2012 Cindisue Mining Corp.

/s/ Donovan L. Cooper
---------------------------------------
By: Donovan L. Cooper
(Chief Executive Officer,
President & Director)

/s/ Daniel Martinez
---------------------------------------
By: Daniel Martinez
(Chief Financial Officer, Principal
Accounting Officer, Secretary,
Treasurer & Director)

Cindisue Mining Corp - FORM 10-K/A - October 19, 2012

Attached files

Cindisue Mining Corp Reports