UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

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

For the annual period ended June 30, 2014

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

For the transition period __________ to __________

COLORADO INCOME HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado	6189	46-2856085
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification No.)

7899 SOUTH LINCOLN COURT

SUITE 205

LITTLETON, CO 80122

Telephone: 303-539-3000

(Address and Telephone Number of Registrant’s Principal

Executive Offices and Principal Place of Business)

MICHAEL BONN

7899 SOUTH LINCOLN COURT

SUITE 205

LITTLETON, CO 80122

Telephone: 303-539-3000

(Name, Address, and Telephone Number for Agent of Service)

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.

Large accelerated filer o	Accelerated Filer o
Non-accelerated filer (do not check if smaller reporting company) o	Smaller reporting company x

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

As of October 15, 2014, there were outstanding 1,000,000 shares of the issuer’s common stock, par value $0.001 per share.

Colorado Income Holdings Inc.

Colorado Income Holdings, Inc.

Form 10-K for the year ended June 30, 2014

INDEX

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10

Item 4.	Controls and Procedures	10

PART 2 - OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	11

Signatures		11

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Colorado Income Holdings, Inc.
(A Development Stage Company)
BALANCE SHEET


	June 30,
	2014				2013

ASSETS

Current assets
Cash		$	8,163			$	10,000
Total current assets			8,163				10,000

Total Assets		$	8,163			$	10,000


LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities		$	54,833			$	293,000
Total current liabilities			54,833				293,000

Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 50,000,000 shares authorized; 1,000,000 issued and outstanding			1,000				1,000

Additional paid-in capital			9,000				9,000
Accumulated earnings (Deficit) during Development Stage			(56,670	)			(293,000	)
Total Stockholders' Equity (Deficit)			(46,670	)			(283,000	)

Total Liabilities and Stockholders' Equity (Deficit)		$	8,163			$	10,000

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

Colorado Income Holdings, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT




					Additional					Stock
	Common Stock				Paid-in		Accumulated			holders'
	Shares		Amount (Restated)		Capital (Restated)		Deficit (Restated)			Equity (Restated)

Balances at May 23, 2013 (Inception)		-	$	-	$	-	$	-		$	-

May 23, 2013 1,000,000 shares
of common stock issued for services
to founder at $0.001 per share		1,000,000		1,000							1,000

Founder Contribution of Seed Capital		-		-		9,000					9,000
											-

Net loss for period								(293,000	)		(293,000	)

Balances at June 30, 2013		1,000,000	$	1,000	$	9,000	$	(293,000	)	$	(283,000	)

Net income for period								236,330			236,330

		1,000,000	$	1,000	$	9,000	$	(56,670	)	$	(46,670	)

The accompanying notes are an integral part of these financial statements

Colorado Income Holdings, Inc.

(A Development Stage Company)

Statement of Operations and (Loss)


	Year ended June 30,						May 23, 2013 (Inception) through June 30,
	2014			2013			2014
Revenue
	$	8,000		$	-		$	8,000
Expenses
General and Administrative		24,170			293,000			317,170

Total expenses		24,170			293,000			317,170

Income from operations		(16,170	)		(293,000	)		(309,170	)

Other income (expense)
Interest		-			-			-

Income (loss) before provision for income taxes		(16,170	)		(293,000	)		(309,170	)

Provision for income tax		-			-

Loss before extraordinary items		(16,170	)		(293,000	)		(309,170	)

Gain on early extinguishment of debt		252,500			-			252,500
Net income (loss)		236,330			-			(56,670	)

Net income (loss) per share
(Basic)		.24			(.29	)		(.06	)

(Fully diluted)		.24			(.29	)		(.06	)

Weighted average number of
common shares outstanding		1,000,000			1,000,000			1,000,000

Fully diluted weighted average number
of common shares outstanding		1,000,000			1,000,000			1,000,000

The accompanying notes are an integral part of these financial statements

Colorado Income Holdings, Inc.

(A Development Stage Company)

Statement of Cash Flows

	Year ended June 30,						May 23, 2013 (Inception) through June 30,
	2014			2013			2014
Cash Flows From Operating Activities
Net income/(loss)	$	236,330		$	(293,000	)	$	(56,670	)

Adjustments to reconcile net income to
net cash provided by (used for)
operating activities:
Stock issued for services		-			-			-
Extraordinary gain on early extinguishment of accounts payable		(252,500	)		-			(252,500	)
Changes in operating assets and liabilities
Accounts Payable		14,333			293,000			307,333

Net cash provided by (used for)
operating activities		(1,837	)		-			(1,837	)

Cash Flows From Investing Activities:		-			-			-


Cash Flows From Financing Activities:		-			10,000			10,000
Seed Capital from Founder
		-			-			-

Net cash provided by (used for)
financing activities		-			-			-

Net Increase (Decrease) in Cash		(1,837	)		10,000			8,163

Cash at Beginning of Period		10,000			-			-

Cash at End of Period		8,163			10,000			8,163

The accompanying notes are an integral part of these financial statements

COLORADO INCOME HOLDINGS, INC.

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2014

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 carry forwards 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

Revenue is recognized on an accrual basis as earned under note terms. In the 4th quarter of the period ended June 30, 2014 the Company recognized its first sale in the form of an $8,000 fee for structuring a note payable.

Concentration of sales

For the year ended June 30, 2014, the majority of the Company’s revenue was generated from one customer transaction. The Company is operating in a single business segment, generating fee based revenue for structuring short term real estate loans. All of the Company’s operations are in the United States.

Extraordinary gain on early extinguishment of accounts payable

In the third quarter of 2014 the company determined that it no longer required the services of a major contactor that had worked with the company since inception. At the time the company made this determination it owed the contractor $252,500, which was previously recognized in the company’s accounts payable balance. In return for the company agreeing to no longer rely on the work of the contractor it was agreed that the entire balance would be forgiven by the contractor. The company accounted for this transaction as a gain on extinguishment of accounts payable in extraordinary income section of its income statement. The net impact of this transaction was a $252,500 extraordinary income transaction for the quarter.

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 June 30, 2014, 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.

Income Taxes

The Company recorded no income tax provision or benefit for the years ended June 30, 2014 and 2013, because the Company believes it is more likely than not that these will not be utilized in the near future due to net losses. The Company generated no taxable income. The income tax provision (benefit) differs from the amount computed by applying the U.S. Federal income tax rate of 35% plus applicable state rates to the loss before income taxes due to the unrecognized benefit resulting from the Company’s valuation allowance, as well as due to nondeductible expenses.

For income tax reporting purposes, the Company has approximately $56,000 of net operating loss carry forwards that expire at various dates through 2034. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carry forwards and tax credits available to be used in any given year if certain events occur, including significant changes in ownership interests. Realization of net operating loss and tax credit carry forwards is dependent on generating sufficient taxable income prior to their expiration dates.

As of June 30, 2014 and 2013, the Company had approximately $20,000 and $0, respectively, of net deferred tax assets, comprised primarily of the potential future tax benefits from net operating loss carry forwards. Based upon the level of historical taxable income and projections for future taxable income over the period in which the deferred tax assets are deductible, management could not conclude that realization of the deferred tax assets as of June 30, 2014 and 2013, was more likely than not, and therefore, the Company has recorded a valuation allowance to reduce the net deferred tax assets to zero. The valuation allowance increased approximately $20,000 during the year ended June 30, 2014. The amount of deferred tax assets considered realizable could be adjusted in the near term if future taxable income is generated.

Subsequent Events

None as of the date of this filing.

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; unemployment rates are slightly below the national average. Additionally, Colorado was the fourth-fastest growing state in terms of population between July 2012 and July 2013. The United States Census Bureau estimates that the population of Colorado increased by 4.8% between 2010 and 2013. 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.

Year ended June 30, 2014

Annual Revenues

In the 4th quarter of the period ended June 30, 2014 the Company recognized its first sale in the form of an $8,000 fee for structuring a note payable.

Annual Expenses

The company currently only has general and administrative expenses as it establishes its business operations. Current expenses in the year ended June 30, 2014 were $24,170. Our future expectations are that until the company begins to generate revenues, the administrative expenses will continue to be somewhere between $1,000 and $10,000 each month.

Gain on early extinguishment of accounts payable

Equity and Liabilities

The Company’s Equity and liabilities in the three months ended June 30, 2014 totaled $8,163. There has been a gradual increase in liabilities as the Company has continued to fund a portion of its operations through extending accounts payable accounts as it is able to minimize cash usage.

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.

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.

Exhibit 31.1	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
Exhibit 31.2	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
Exhibit 32.1	Certification pursuant to Section 906 Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).

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

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.

	Colorado Income Holdings, Inc.
	(Registrant)

Date: October 15, 2014	By:	/s/ Michael Bonn
		Michael Bonn
		Chief Financial Officer

Date: October 15, 2014	By:	/s/ Michael Bonn
		Michael Bonn
		Chief Executive Officer

COLORADO INCOME HOLDINGS INC 10-K