Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - COLORADO INCOME HOLDINGS INC | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - COLORADO INCOME HOLDINGS INC | ex312.htm |
| EX-32.1 - EXHIBIT 32.1 - COLORADO INCOME HOLDINGS INC | ex321.htm |
| EX-32.2 - EXHIBIT 32.2 - COLORADO INCOME HOLDINGS INC | ex322.htm |
| EX-31.1 - EXHIBIT 31.1 - COLORADO INCOME HOLDINGS INC | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark one)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2013
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period __________ to __________
COLORADO INCOME HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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Colorado
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6189
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46-2856085
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code)
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(I.R.S. Employer Identification No.)
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7899 SOUTH LINCOLN COURT
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SUITE 205
LITTLETON, CO 80122
Telephone: 303-539-3000
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(Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)
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MICHAEL BONN
7899 SOUTH LINCOLN COURT
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SUITE 205
LITTLETON, CO 80122
Telephone: 303-539-3000
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(Name, Address, and Telephone Number for Agent of Service)
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Copies of all communications to:
BRUNSON CHANDLER & JONES
175 South Main St., 15th Floor
Salt Lake City, UT 84111
Telephone: (801) 303-5730
Facsimile: (801) 355-5005
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
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Large accelerated filer o
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Accelerated Filer o
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Non-accelerated filer (do not check if smaller reporting company) o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of December 11, 2013, there were outstanding 1,000,000 shares of the issuer’s common stock, par value $0.001 per share.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of Colorado Income Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Securities and Exchange Commission on December 11, 2013 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.
Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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Colorado Income Holdings Inc.
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Colorado Income Holdings, Inc.
Form 10-Q for the quarter ended September 30, 2013
INDEX
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Page
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 4.
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Controls and Procedures
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10
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PART 2 - OTHER INFORMATION
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||
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Item 1.
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Legal Proceedings
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10
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Item 2.
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Unregistered Sale of Equity Securities and Use of Proceeds
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10
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Item 3.
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Defaults Upon Senior Securities
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10
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Item 4.
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Mine Safety Disclosures
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10
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Item 5.
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Other Information
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10
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Item 6.
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Exhibits
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11
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Signatures
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11
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
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Colorado Income Holdings, Inc.
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||||||||
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(A Development Stage Company)
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BALANCE SHEET
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||||||||
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(Unaudited)
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(Audited)
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September 30,
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June 30,
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|||||||
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2013
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2013
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ASSETS
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Current assets
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Cash
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$ | 4,142 | $ | 10,000 | ||||
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Total current assets
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4,142 | 10,000 | ||||||
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Total Assets
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$ | 4,142 | $ | 10,000 | ||||
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
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Current Liabilities
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Accounts payable and accrued liabilities
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$ | 289,000 | $ | 293,000 | ||||
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Total current liabilities
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289,000 | 293,000 | ||||||
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Stockholders' Equity (Deficit)
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Common stock, $0.001 par value;
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50,000,000 shares authorized;
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1,000,000 issued and outstanding
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1,000 | 1,000 | ||||||
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Additional paid-in capital
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9,000 | 9,000 | ||||||
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Accumulated earnings (Deficit) during Development Stage
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(294,858 | ) | (293,000 | ) | ||||
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Total Stockholders' Equity (Deficit)
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(284,858 | ) | (283,000 | ) | ||||
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Total Liabilities and Stockholders' Equity (Deficit)
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$ | 4,142 | $ | 10,000 | ||||
The accompanying notes are an integral part of these financial statements
-4-
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Colorado Income Holdings, Inc.
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(A Development Stage Company)
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Statement of Operations and (Loss)
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(UNAUDITED)
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Three Months Ended
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May 23, 2013 (Inception)
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September 30,
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through September 30,
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2013
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2013
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Revenue
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$
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-
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$
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-
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Expenses
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General and Administrative
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1,858
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294,858
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-
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-
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Total expenses
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1,858
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294,858
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Income from operations
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(1,858
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)
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(294,858
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)
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Other income (expense)
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Interest
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-
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-
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Income (loss) before provision for income taxes
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(1,858
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)
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(294,858
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)
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Provision for income tax
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Net income (loss)
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$
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(1,858
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)
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$
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(294,858
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)
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Net income (loss) per share
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(Basic)
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$
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(0.00
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)
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$
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(0.29
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)
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(Fully diluted)
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$
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(0.00
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)
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$
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(0.29
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)
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Weighted average number of
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common shares outstanding
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1,000,000
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1,000,000
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Fully diluted weighted average number
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of common shares outstanding
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1,000,000
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1,000,000
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The accompanying notes are an integral part of these financial statements
-5-
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(A Development Stage Company)
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Statement of Cash Flows
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Three month
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May 23, 2013
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period
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(Inception)
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ended September 30,
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through September 30,
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2013
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2013
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Cash Flows From Operating Activities
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Net income
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(1,858
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)
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(294,858
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)
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Adjustments to reconcile net income to
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net cash provided by (used for)
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operating activities:
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Stock issued for services
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-
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-
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Changes in operating assets and liabilities
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Accounts Payable
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(4,000
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)
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289,000
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Net cash provided by (used for)
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operating activities
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(5,858
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)
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(5,858
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)
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Cash Flows From Investing Activities:
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-
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-
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Cash Flows From Financing Activities:
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Seed Capital from Founder
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-
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10,000
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-
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-
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Net cash provided by (used for)
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financing activities
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-
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10,000
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Net Increase (Decrease) in Cash
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(5,858
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)
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4,142
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Cash at Beginning of Period
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10,000
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-
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Cash at End of Period
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$
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4,142
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$
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4,142
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The accompanying notes are an integral part of these financial statements
-6-
COLORADO INCOME HOLDINGS, INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Colorado Income Holdings, Inc. (the “Company”), was incorporated in the State of Colorado on May 23, 2013. The Company was formed to engage in the sale of short term notes and asset-backed loans. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Tax
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Fiscal year
The Company employs a fiscal year ending June 30.
Net Income (Loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Revenue Recognition
The Company is currently in the Development stage and has no revenues. Revenue will be recognized on an accrual basis as earned under note terms.
Accounts Payable
Accounts Payable consists of amounts owed to professional service providers for Legal, Accounting and consulting services and to the founder for original payments to these providers on behalf of the company.
Statement of Stockholders’ Equity (Deficit)
The founder was granted 1,000,000 shares valued at Par value. At the time these shares were issued (May 23, 2013) the Company was incorporated but had no other value and was not public and had no assets in the company. Consequently, Par value was used to value these shares since the Company had no value other than being incorporated. These shares were issued for services the founder provided to get the company incorporated and the business plan developed.
Financial Instruments
The carrying value of the Company’s financial instruments, including cash and cash equivalents, as reported in the accompanying balance sheet, approximates fair value.
Going Concern and Managements’ Plans
As shown in the accompanying financial statements for the period ended September 30, 2013, the Company has a limited operating history.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
The Company has a plan in place to remove this threat that begins with conducting the Offering on a “best efforts” basis. It will also rely on its shareholder for further capital investment if necessary. If the Offering raises at least $300,000, then the Company’s expenses related to the Offering and the expenses related to the Company will be covered. However, the Company will need to generate more than the expenses of the Offering in order to have enough capital to use for the asset-backed loans it will be issuing as part of the business operations. The Company plans to mitigate some of the risks associated with these types of activities by thoroughly evaluating and vetting potential debtors and the use of funds and vigilantly monitoring the payment and collection of all outstanding notes.
Recent Accounting Pronouncements
The Company has reviewed all recently issued but not yet effective accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of operations.
Subsequent Events
The Company evaluates events and transactions after the balance sheet date but before the financial statements are issued.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Colorado Income Holdings, Inc. (“the Company”, “we” or “us”) endeavors to be a lender to the commercial business and investment community in Colorado. Colorado’s economy is growing steadily; employment gains in 2012 outpaced the national average and are expected to do the same in 2013. Unemployment rates are slightly below the national average. Additionally, Colorado was the seventh-fastest growing state in terms of population between July 2011 and July 2012. The United States Census Bureau estimates that the population of Colorado increased by 3.1% between 2010 and 2012. The area surrounding the state’s capital, Denver, is the most populous and the fastest growing. These developments will likely keep the residential real estate market healthy and provide opportunities for lenders to help those seeking financing for homes and other development projects.
The company specializes in non-traditional financing (also called “Out of the Box Financing”, “Hard Money”, “Equity Lending” or “Private Lending”) of real asset backed notes and deeds of trusts primarily on properties and assets primarily in Colorado. This type of lending depends highly on the marketability of the asset and exit strategy of the borrower more than credit and income of the borrower. The Company will provide the money to finance transactions secured by real estate or other real business assets. These types of loans involve a high degree of risk. The Company is established as an asset based lender.
The Company prefers to lend the money directly in order to maximize revenue and maintain control. The Company will fund the loans, service them directly, and create a market for non-performing loans. The Company will underwrite files and asses the loans that have the highest safety to fund and broker out any loans that do not meet our standards. We will also structure loans to be highly sellable as performing or non-performing. The Company will do this by maintaining strict underwriting guidelines and requiring large default fees by the borrower. With short terms, low loan to value and high default rate we hope to be able to manage our non-performing loans.
Business Environment and Trends
The global marketplace has been negatively impacted by a variety of factors and the financial services industry in particular has been adversely affected by losses in the mortgage and credit markets. We understand that our business is dependent upon the health of the financial markets as well as the financial health of the participants in those markets. The current financial crisis has resulted in lower activity levels and has led to the collapse of some market participants. We are also seeing customers intensify their focus on containing or reducing costs as a result of the challenging market conditions.
Three months ended September 30, 2013
Quarterly Revenues
The company is development stage and has not yet generated any revenue.
Quarterly Expenses
The company currently only has general and administrative expenses as it establishes its business operations. Current expenses in the three months ended September 30, 2013 were $1,858. This is a significant decrease from the prior quarter when the Company executed two major consulting contracts to take oversee the companies structuring and marketing that were structurally earned when the contract was executed representing $250,000 in expenses in addition to other general and administrative expenses related to the establishment of the Company.
Equity and Liabilities
There were no changes in the Company’s Equity or Liabilities in the three month ended September 30, 2013 except for a $4,000 reduction in the Company’s payables due to the Company paying the balances with cash.
Liquidity
The Company is currently addressing its liquidity issues by working to raise investment capital.
Plan of Continued Operations
The Company plans to continue to meet all of its obligations as well as conform to all of the requirements of remaining a fully reporting a public company while increasing its market presence as well as services offering spectrum.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any legal proceeding that it believes will have a material adverse effect upon its business or financial position.
Item 1A. Risk Factors.
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
There have been no defaults upon senior securities.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
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Exhibit 31.1
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Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Exhibit 31.2
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Certification of Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Exhibit 32.1
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Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Schema Document
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101.CAL
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XBRL Calculation Linkbase Document
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101.DEF
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XBRL Definition Linkbase Document
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101.LAB
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XBRL Label Linkbase Document
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101.PRE
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XBRL Presentation Linkbase Document
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Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Colorado Income Holdings, Inc.
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|||
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(Registrant)
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Date: December 11, 2013
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By:
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/s/ Michael Bonn
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Michael Bonn
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Chief Financial Officer
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Date: December 11, 2013
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By:
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/s/ Michael Bonn
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Michael Bonn
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Chief Executive Officer
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