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EX-32 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Coyote Resources, Inc.coyoteex32.htm
EX-31 - CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER - Coyote Resources, Inc.coyoteex31.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended September 30, 2011
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ____to____
 
 Commission File Number: 000-52512
 
Coyote Resources, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
20-5874196
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
5490 Longley Lane, Reno, Nevada 89511
(Address of principal executive offices) (Zip Code)
 
(775) 846-8398
(Registrant’s Telephone Number, including area code)
   
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. xYes   oNo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYes   oNo
 
Indicate by check mark whether the registrant is a large accelerated file, 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.
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer       
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes   xNo
 
As of November 8, 2011, there were 46,502,120 shares of the issuer's $.001 par value common stock issued and outstanding.
 

 
1

 

 
PART 1 - FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
2

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
 
ASSETS
 
   
September 30, 2011
(Unaudited)
   
December 31, 2010
 
Current assets
           
Cash
 
$
23,401
   
$
415,423
 
Total current assets
   
23,401
     
415,423
 
                 
Property and equipment, net of $2,570 and $2,112
   accumulated depreciation, respectively
   
486
     
944
 
                 
Unproven mineral properties
   
1,194,910
     
1,194,910
 
                 
Total assets
 
$
1,218,797
   
$
1,611,277
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
 
Current liabilities
           
Accounts payable and accrued expenses
 
$
16,645
   
$
24,033
 
Notes payable, current
   
200,000
     
100,000
 
Loans from stockholders
   
17,000
     
17,000
 
                 
Total current liabilities
   
233,645
     
141,033
 
                 
Notes payable, long-term (including accrued interest)
   
1,841,699
     
1,369,452
 
                 
Stockholders’ equity (deficit)
               
Preferred stock, $.001 par value; 30,000,000 shares authorized,
  -0- shares issued and outstanding
   
  -
     
  -
 
Common stock, $.001 par value; 300,000,000 shares authorized,
  46,502,120 shares issued and outstanding
   
  1,267
     
  1,267
 
Additional paid-in capital
   
1,338,583
     
736,783
 
Accumulated deficit
   
(233,532
)
   
(233,532
)
Deficit accumulated during the exploration stage
   
(1,962,865
)
   
(403,726
)
                 
Total stockholders’ equity (deficit)
   
(856,547
)
   
100,792
 
                 
Total liabilities and stockholders’ equity (deficit)
 
$
1,218,797
   
$
1,611,277
 
 
See accompanying notes to financial statements.
 
 
 
3

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
(UNAUDITED)
 
 
For the Three Months ended September 30, 2011
   
For the Three Months ended September 30, 2010
   
For the Nine Months ended September 30, 2011
   
For the Nine Months ended September 30, 2010
   
For the Period from Inception
(October 31, 2006) through
September 30, 2011
 
Revenues
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                       
Operating expenses
                                     
Exploration costs
 
130,096
             
425,344
             
425,344
 
Legal and professional
 
42,919
     
76,389
     
204,417
     
76,389
     
423,247
 
Officer compensation
 
17,000
     
     
148,000
             
148,000
 
    General and administrative
 
40,166
     
34,896
     
107,857
     
34,896
     
175,467
 
                                       
Total operating expenses
 
230,181
     
111,285
     
885,618
     
111,285
     
1,172,058
 
                                       
Loss from continuing operations
 
(230,181
)
   
(111,285)
     
(885,618
)
   
(111,285)
     
(1,172,058
)
                                       
Other income (expense)
                                     
Forgiveness of accounts and note payable
 
-
     
75,781
     
-
     
75,781
     
75,781
 
Interest income
 
-
     
1,885
     
-
     
1,885
     
1,885
 
Fair value of warrants
 
-
     
(172,500)
     
-
     
(172,500)
     
(172,500
)
Amortization of debt discount
 
-
     
-
     
(600,000
)
   
-
     
(600,000
)
Interest expense
 
(28,457
)
   
(9,283)
     
(73,521
)
   
(9,283)
     
(95,973
)
            Total other income  (expense)
 
(28,457
)
   
(104,117)
     
(673,521
)
   
(104,117)
     
(790,807
)
                                       
Loss before discontinued operations and income taxes
 
(258,638
)
   
(215,402)
     
(1,559,139
)
   
(215,402)
     
(1,962,865
)
                                       
Loss on discontinued operations
 
-
     
(1,419
)
   
-
     
(59,940
)
   
(233,532
)
                                       
Loss before income taxes
 
(258,638
)
   
(216,821
)
   
(1,559,139
)
   
(275,342
)
   
(2,196,397
)
                                       
Provision for income taxes
 
-
     
-
     
-
     
-
     
-
 
                                       
                                       
Net loss
$
(258,638
)
 
$
(216,821
)
 
$
(1,559,139
)
 
$
(275,342
)
 
$
(2,196,397
)
                                       
Net loss per common share – basic and diluted
$
(0.01
)
 
$
(0.00
)
 
$
(0.03
)
 
$
(0.00
)
       
                                       
Weighted average of common
   shares – basic and diluted
 
46,502,120
     
153,576,323
     
46,502,120
     
231,382,241
         
 

See accompanying notes to financial statements.

 
4

 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
FOR THE PERIOD FROM INCEPTION (OCTOBER 31, 2006)
THROUGH SEPTEMBER 30, 2011
(UNAUDITED)
 
   
Common Stock*
    Additional          
Deficit
Accumulated
During
   
Total Stockholders'
 
   
Number of Shares
   
Amount
   
Paid-In
Capital
   
Accumulated
 Deficit
   
Exploration Stage
   
Equity (Deficit)
 
                                     
Balance, October 31, 2006
   
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
                                                 
Issuance of common stock,
     November 1, 2006
   
240,000,000
     
240,000
     
(236,000
)
   
-
     
-
     
4,000
 
                                                 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
400
     
-
     
-
     
400
 
                                                 
Net loss
   
-
     
-
     
-
     
(11,014
)
   
-
     
(11,014
)
                                                 
Balance, December 31, 2006
(Audited)
   
240,000,000
     
240,000
     
(235,600
)
   
(11,014
)
   
-
     
(6,614
)
                                                 
Issuance of common stock
     for cash,
   June 30, 2007
   
18,930,000
     
18,930
     
12,620
     
-
     
-
     
31,550
 
                                                 
Issuance of common stock
     for cash,
   July  23, 2007
   
12,000,000
     
12,000
     
8,000
     
-
     
-
     
20,000
 
                                                 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
2,400
     
-
     
-
     
2,400
 
                                                 
Net loss
   
-
     
-
     
-
     
(69,026
)
   
-
     
(69,026
)
                                                 
Balance, December 31, 2007
   
270,930,000
     
270,930
     
(212,580
)
   
(80,040
)
   
-
     
(21,690
)
                                                 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
2,400
     
-
     
-
     
2,400
 
                                                 
Net loss
   
-
     
-
     
-
     
(48,345
)
   
-
     
(48,345
)
                                                 
Balance, December 31, 2008
   
270,930,000
     
270,930
     
(210,180
)
   
(128,385
)
   
-
     
(67,635
)
                                                 
                                                 
                                                 
 
* - Retroactively restated for 60:1 forward split
 
 
                                               

See accompanying notes to financial statements.
 
 
 
5

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM INCEPTION (OCTOBER 31, 2006)
THROUGH SEPTEMBER 30, 2011
(UNAUDITED)
 
   
Common Stock *
    Additional          
Deficit
Accumulated
During
    Total Stockholders'  
   
Number of Shares
   
Amount
   
Paid-In
Capital
   
Accumulated Deficit
   
Exploration Stage
   
Equity (Deficit)
 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
2,400
     
-
     
-
     
2,400
 
                                                 
Net loss
   
-
     
-
     
-
     
(45,207
)
   
-
     
(45,207
)
                                                 
Balance, December 31, 2009
   
270,930,000
     
270,930
     
(207,780
)
   
(173,592
)
   
-
     
(110,442
)
                                                 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
2,400
     
-
     
-
     
2,400
 
                                                 
Fair value of warrants
   
-
     
-
     
172,500
     
-
     
-
     
172,500
 
                                                 
Shares cancelled into
treasury and retired
   
(224,927,880
)
   
(224,928
)
   
224,928
     
-
     
-
     
-
 
                                                 
Shares issued for cash
   
500,000
     
500
     
499,500
     
-
     
-
     
500,000
 
                                                 
Net loss
   
-
     
-
     
-
     
(59,940
)
   
(403,726
)
   
(463,666
)
                                                 
Balance, December 31, 2010
   
46,502,120
     
1,267
     
736,783
     
(233,532
)
   
(403,726
)
   
100,792
 
                                                 
Additional paid-in capital in
     exchange for facilities
     provided by related
     party
   
-
     
-
     
1,800
     
-
     
-
     
1,800
 
                                                 
Amortization of debt discount
   
-
     
-
     
600,000
     
-
     
-
     
600,000
 
                                                 
Net loss
   
-
     
-
     
-
     
-
     
(1,559,139
)
   
(1,559,139
)
                                                 
Balance, September  30, 2011
   
46,502,120
   
$
1,267
   
$
1,338,583
   
$
(233,532
)
 
$
(1,962,865
)
 
$
(856,547
)
                                                 
                                                 
* - Retroactively restated for 60:1 forward split
 
                                               
 
See accompanying notes to financial statements.
 
 
 
6

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
(UNAUDITED)
 
   
 
For the Nine Months ended September 30, 2011
   
For the Nine Months ended September 30, 2010
   
For the Period from Inception
(October 31, 2006) through
September 30, 2011
 
Cash flows from operating activities
                 
Net loss
 
$
(1,559,139
)
 
$
(275,342
)
 
$
(2,196,397
)
Adjustments to reconcile net loss to net cash used in operating activities
                       
Additional paid-in capital in exchange for facilities provided by related party
   
1,800
     
1,800
     
11,800
 
Depreciation
   
458
     
459
     
2,570
 
       Forgiveness of accounts and note payable
   
-
     
(75,781
   
(75,781
)
        Amortization of debt discount
   
600,000
     
-
     
600,000
 
       Fair value of warrants
   
-
      172,500      
172,500
 
Changes in operating assets and liabilities
                       
(Increase) in prepaid expenses
   
-
     
-
     
-
 
Increase in accounts payable and accrued  expenses
   
64,859
     
25,940
     
184,125
 
                         
Net cash used in operating activities
   
(892,022
)
   
(150,424
)
   
(1,301,183
)
                         
Cash flows from investing activities
                       
Purchase of property and equipment
   
-
     
-
     
(3,056
)
Purchase of unproven mineral properties
   
-
     
(244,910
   
(244,910
)
                         
Net cash used by investing activities
   
-
     
(244,910
)
   
(247,966
)
                         
Cash flows from financing activities
                       
Payments on notes payable
   
(100,000
)
   
(22,000
   
(100,000
)
Proceeds from issuance of notes payable
   
600,000
     
500,000
     
1,100,000
 
Proceeds from issuance of loans
   
-
     
4,000
     
17,000
 
Proceeds from issuance of common stock
   
-
     
-
     
555,550
 
                         
Net cash provided by financing activities
   
500,000
     
482,000
     
1,572,550
 
                         
Net increase (decrease) in cash
   
(392,022)
     
86,666
     
23,401
 
                         
Cash, beginning of period
   
415,423
     
947
     
-
 
                         
Cash, end of period
 
$
23,401
   
$
87,613
   
$
23,401
 
                         
Supplemental disclosure of cash flow
   information
                       
Income taxes paid
 
$
-
   
$
-
   
$
-
 
                         
Interest paid
 
$
-
   
$
7,016
   
$
7,016
 
                         
Non-cash transaction for unproven mineral properties and assignment of note payable
 
$
-
   
$
950,000
   
$
950,000
 
 
See accompanying notes to financial statements.
 
 
 
7

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
SEPTEMBER 30, 2011
(UNAUDITED)
 
1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Nature of Operations
 
Coyote Resources, Inc. (the "Company") is currently an exploration stage company under the provisions of Statement of Accounting Standards Codification (ASC) No. 915 and was incorporated under the laws of the State of Nevada on October 31, 2006.  Since inception, the Company has produced minimal revenues and will continue to report as an Exploration stage company until significant revenues are produced.
 
On August 12, 2010, the Company entered into a Debt Repayment Agreement with KMR, pursuant to which the Company acquired all of KMR’s rights to the Tonopah Extension Mine and the Golden Trend Property (“Asset Acquisition”). As a result of the Asset Acquisition, the Company changed management, entered the mining business, and ceased all activity in its former business. The current business is comprised solely of the assets acquired from KMR.  By virtue of that acquisition, the Company’s principal activity is the exploration and development of mineral properties which may include gold, silver, platinum, copper, zinc, and other mineral elements or compounds.

Exploration Stage

The Company has not produced significant revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities. The Company is engaged in the acquisition, exploration, development and producing of mineral properties associated with its Asset Acquisition. The Company’s success will depend in large part on its ability to obtain and develop mineral interests within the United States. There can be no assurance that the mineral properties obtained by the Company will produce viable and measurable quantities of minerals or metals and the Company will be subject to local and national laws and regulations which could impact our ability to execute its business plan. As discussed in Note 2, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.

Basis of Presentation
 
The unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the annual report on Form 10-K for the year ended December 31, 2010. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for any other interim period or the entire year.  
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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 reported periods.  Actual results could materially differ from those estimates.

 
8

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Cash and Cash Equivalents
 
For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of six months or less to be cash equivalents.
 
Fair Value of Financial Instruments
 
Pursuant to ASC No. 825, “ Financial Instruments ”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet.  The carrying value of cash, accounts payable and accrued expenses approximate their fair value due to the short period to maturity of these instruments.
 
Property and Equipment
 
Property and equipment, if any, are stated at cost.  Depreciation of property and equipment is provided using the straight-line method over the estimated useful lives of the assets.  Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized.  Expenditures for maintenance and repairs are changed to expense as incurred.
 
Mineral Properties
 
Realization of the Company's investment in and expenditures on mineral properties is dependent upon the establishment of legal ownership, the attainment of successful production from the properties or from the proceeds of their disposal.
 
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mineral properties. To the best of its knowledge the Company believes all of its unproved mineral interests are in good standing and that it has title to all of these mineral interests.  The Company classifies its mineral rights as tangible assets and accordingly acquisition costs are capitalized as mineral property costs.

Long Lived Assets
 
Long-lived assets are to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In performing the review for recoverability, the Company is to estimate the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized.

 
9

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
1.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
Asset Retirement Obligations
 
The Company records the fair value of an asset retirement obligation as a liability, if any, in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted risk-free rate. This liability is capitalized as part of the cost of the related asset and amortized over its useful life.  The liability accretes until the Company settles the obligation.  To date the Company has not incurred any measurable asset retirement obligations.

Revenue Recognition
 
Revenue and royalty from the sale of minerals is to be recognized when (a) persuasive evidence of a sale with a customer exists, (b) services are rendered, (c) fee is fixed or determinable, and (d) collection of the fee is reasonably assured.
 
Basic and Diluted Income (Loss) Per Share
 
In accordance with ASC No. 260, Earnings Per Share, basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding.  Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
 
As of September 30, 2011, the Company had $1,100,000 of secured convertible debt that could be converted into 2,200,000 shares of the Company’s common stock.  As of September 30, 2011, the Company also had 2,200,000 outstanding warrants to purchase 2,200,000 shares of the Company’s common stock.
 
Recent Accounting Pronouncements
 
There were various accounting updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. 
 
2.            GOING CONCERN
 
As shown in the accompanying financial statements, the Company has incurred a net loss of ($2,196,397) from inception (October 31, 2006) through September 30, 2011. The Company is subject to those risks associated with exploration stage companies.  The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to support operations.  However, there is no assurance that the Company will be able to obtain additional financing.  Furthermore, the Company's existence is dependent upon management's ability to develop profitable operations. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern.
 
 
10

 
 
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
2.            GOING CONCERN (Continued)

Management is currently devoting substantially all of its efforts to develop its existing mineral property leases. The Company also continues to search for additional productive properties. There can be no assurance that the Company's efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

3.          UNPROVEN MINERAL PROPERTIES
 
On April 23, 2010, the Company loaned $200,000 to KMR Resources, Inc. a Nevada corporation (“KMR”) in order for KMR to fund certain of its operations. In exchange for the funds, KMR executed a promissory note in that amount, which was payable on demand by the Company including interest of 8% per annum.  On August 12, 2010, the Company and KMR entered into a Debt Repayment Agreement (“Debt Repayment Agreement”), pursuant to which KMR agreed to repay the Company the amount due under the promissory note dated April 23, 2010, by assigning all of KMR’s rights to certain mineral claims as further described below.  The amount of the note receivable repayment, including interest, was $204,910.
 
On August 12, 2010, pursuant to the Debt Repayment Agreement with KMR, the Company was assigned KMR’s rights to the following:
 
(i)  
a mineral lease and option to purchase agreement between KMR and Cliff ZZ L.L.C., which provides that  Cliff ZZ L.L.C shall lease certain patented mining claims located in Esmeralda and Nye Counties, Nevada, including the Tonopah Extension Mine, to KMR, and that KMR shall have the option to acquire ownership of those claims (the “Tonopah Extension Mine”), and
 
(ii)  
a mining lease between KMR and Rubicon Resources, Inc., which provides that KMR shall own the exclusive rights to explore, develop and mine certain unpatented mining claims located in Eureka County, Nevada (“Golden Trend Property”).
 
In addition, on August 12, 2010, the Company was assigned the rights to a Mining Lease for certain unpatented mining claims in Eureka County, Nevada.  The lease term is ten (10) years and is subject to a net smelter return royalty on production at the rate of 3.0% of net smelter returns (NSR’s).  An initial Advanced Minimum Royalty (AMR) of $45,000 was paid upon signing and additional AMR’s of $15,000 shall be paid at 6-month intervals.  All AMR’s shall be recaptured before any NSR’s are paid from production.  There is no annual work commitment.
 
On August 12, 2010, the Company was assigned the rights a Mining Lease and Option to Purchase Agreement for certain patented mineral claims in Esmeralda and Nye Counties of Nevada.  This lease is for five (5) years with the option to purchase for a total of $1,000,000 to be paid over a period of 5 years, beginning with a $10,000.00 initial payment made by KMR on June 30, 2010.  A 4% net smelter royalty is reserved.  The Company has made three (3) required minimum payments in the aggregate of $140,000 through September 30, 2011, as discussed in Note 6.

4.            ACCRUED EXPENSES
 
Accrued Wages and Compensated Absences
 
The Company currently does not have any employees other than its officer and founder.  The majority of development costs and services have been provided to the Company by the founders and outside, third-party vendors.  As such, there is no accrual for wages or compensated absences as of September 30, 2011.
 
 
11

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
5.           NOTES PAYABLE
 
Note Payable
 
On August 12, 2010, in connection with the assignment of the rights a Mining Lease and Option to Purchase Agreement for certain patented mineral claims in Esmeralda and Nye Counties of Nevada, the Company assumed the balance of the purchase option of $990,000.  The Company has made three (3) required payments in the aggregate amount of $140,000 for the period ended September 30, 2011.  The balance of the purchase option was $850,000 at September 30, 2011.
 
Convertible Notes Payable
 
On August 13, 2010, the Company entered into a Note and Warrant Purchase Agreement with one investor pursuant to which the investor agreed to lend up to Two Million Dollars ($2,000,000) to the Company in multiple installments in exchange for a senior secured convertible promissory note (“Note”) with a conversion price of $0.50 per share and five-year warrants to acquire shares of common stock at an exercise price of $0.75 per share (the “Warrants”) in the amount of each installment. The first installment of Five Hundred Thousand Dollars ($500,000) (“First Installment”) was delivered on the Closing Date and the Company issued 500,000 Warrants to the investor in connection with the First Installment.  Included in the First Installment was the repayment of the April 22, 2010 $200,000 note payable.  As of September 30, 2011, the Company owed $500,000 of principal and $57,260 of interest under this Note and Warrant Purchase Agreement.  The principal amount of the note is due, together with interest at 10% per annum, on August 13, 2013.  The fair value of the 500,000 warrants issued was estimated at $172,500 using the Black-Scholes option pricing model.
 
On January 19, 2011, the Company received $100,000 in exchange for a convertible note.  The convertible note can be converted into 200,000 shares at a conversion price of $0.50.  Attached to the convertible note are 100,000 warrants with the option to purchase up to 100,000 shares of the Company’s stock at an exercise price of $0.75 each.  The fair value of the warrants was estimated at $29,199 using the Black-Scholes option pricing model.  The principal amount of the note is due, together with interest at 10% per annum, on August 13, 2013.
 
On March 17, 2011, the Company received $500,000 in exchange for a convertible note.  The convertible note can be converted into 1,000,000 shares at a conversion price of $0.50.  Attached to the convertible note are 500,000 warrants with the option to purchase up to 500,000 shares of the Company’s stock at an exercise price of $0.75 each.  The fair value of the warrants was estimated at $128,540 using the Black-Scholes option pricing model.  The principal amount of the note is due, together with interest at 10% per annum, on August 13, 2013.
 
Pursuant to ASC 470-20 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the nine months ended September 30, 2011 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of the convertible notes amounted to $2,090,000 based on the fair market value of common stock on the respective dates of issuance.
 
 
12

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
5.           NOTES PAYABLE (Continued)
 
Since the combined value of the warrants ($157,739) plus the intrinsic value of the convertible notes ($2,090,000) exceeds the fair value of the proceeds received from the issuance of the debt ($600,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $42,100 and the remainder to the beneficial conversion feature in the amount of $557,900. The Company immediately amortized the debt discount of $600,000 for the nine months ended September 30, 2011 since the debt was convertible upon issuance.

The assumptions used in the Black-Scholes option pricing model for the Warrants were as follows:
 
 
Risk-free interest rate
 0.25% to 0.41%
 
 
Expected volatility of common stock
 100.0%
 
 
Dividend yield
 0.00%
 
 
Expected life of warrants and conversion feature
5 years
 
 
6.            LOANS FROM STOCKHOLDERS
 
The Company has an outstanding note payable with a stockholder in the amount of $22,000.  Per the terms of the note, this loan was due in one lump-sum payment on December 28, 2007, together with interest that accrues at the rate of 8% per annum.  The loan funds are to be used for working capital purposes.  The loan agreement was amended to extend the due date of the loan to January 28, 2011.
 
On April 20, 2009, the Company entered into a note payable with a stockholder in the amount of $6,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.
 
On July 13, 2009, the Company entered into a note payable with a stockholder in the amount of $5,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.

On November 14, 2009, the Company entered into a note payable with a stockholder in the amount of $2,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.
 
On March 8, 2010, the Company entered into a note payable with a stockholder in the amount of $4,000.  Per the terms of the note, this loan is due upon demand and accrues interest at the rate of 10% per annum.  The loan funds are to be used for working capital purposes.
 
On August 13, 2010, the Company entered into Stock Cancellation and Debt Forgiveness Agreement (the “Cancellation Agreement”) with a stockholder, pursuant to which the Company and the stockholder agreed to cancel 224,927,880 shares of common stock held by the stockholder.  The stockholder also agreed to release the Company from any obligation to pay any monies due to the stockholder pursuant to the Promissory Note dated December 28, 2006, as amended, in exchange for Twenty Five Thousand Dollars ($25,000).
 
As of September 30, 2011, $17,000 of principal and $3,588 of interest was due to various stockholders per the above notes.

 
13

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
7.            WARRANTS

Warrant Activity

A summary of warrant activity for the period ended September 30, 2011 is presented below:
 
     
Number of
Warrants
   
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contract Term
 
 
Outstanding December 31, 2010
   
500,000
   
$
.75
 
5years
 
 
Issued
   
600,000
   
$
.75
 
5 years
 
 
Exercised
   
-
     
-
     
 
Outstanding September 30, 2011
   
1,100,000
   
$
.75
 
4.5 years
 
 
Exercisable, September 30, 2011
   
1,100,000
   
$
.75
 
4.5 years
 
                       
 
Shares Reserved for Future Issuance

The Company has reserved shares for future issuance upon conversion of convertible notes payable and warrants as follows:

 
Conversion of notes payable
2,200,000
 
 
Warrants
1,100,000
 
 
Reserved shares at September 30, 2011
3,300,000
 
 
8.            STOCKHOLDERS’ EQUITY
 
On July 21, 2011, the Company filed with the Nevada Secretary of State the Amended and Restated Articles of Incorporation, as corrected by a Certificate of Correction filed on July 22, 2011, amending the amount of authorized common stock to 300,000,000 shares, $.001 par value per share, creating a class of preferred stock in the amount of 30,000,000 shares, $.001 par value per share, and including limitation liability provisions for the Company's officers and directors.  

On November 8, 2010 the Company entered into a subscription agreement with an unrelated party and received $500,000 in exchange for 500,000 shares of the Company’s common stock and 500,000 warrants to purchase 500,000 shares of the Company’s common stock at $0.50 each.
 
On August 18, 2010 the Board of Directors authorized a 60 for 1 forward stock split of the Company’s issued and outstanding common stock.  The record date for the forward stock split was August 30, 2010.  These financial statements and all references to common stock reflect the forward stock split as if it occurred on the first date of these financial statements.

 
14

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)
 
8.            COMMON STOCK (continued)
 
On November 1, 2006, the Company issued 240,000,000 shares of its common stock to its officers for cash of $4,000 which was considered a reasonable estimate of fair value.
 
On June 30, 2007, the Company issued 18,930,000 shares of its common stock to unrelated investors for cash of $31,550 pursuant to the Company’s Registration Statement.
 
On July 23, 2007, the Company issued 12,000,000 shares of its common stock to unrelated investors for cash of $20,000 pursuant to the Company’s Registration Statement.
 
On August 13, 2010, in connection with the Cancellation Agreement a stockholder agreed to cancel 224,927,880 shares of common stock.  These shares are reported as held in treasury at their original value until retired.
 
9.          PROVISION FOR INCOME TAXES
 
Deferred income taxes are reported using the liability method.  Deferred tax assets are recognized for deductible temporary differences 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.
 
As of September 30, 2011, the Company had federal net operating loss carryforwards of approximately ($2,180,000), which can be used to offset future federal income tax.  The federal and state net operating loss carryforwards expire at various dates through 2030.  Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured.
 
A summary of the Company’s deferred tax assets as of September 30, 2011 are as follows:
 
     
2011
 
           
 
Federal net operating loss (@ 34%)
 
$
740,000
 
 
Less:  valuation allowance
   
(740,000
)
           
 
Net deferred tax asset
 
$
---
 
 
The valuation allowance increased $582,000 during the nine months ended September 30, 2011.

 
15

 
 
COYOTE RESOURCES, INC.
 (An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2011
(UNAUDITED)

10.        RELATED PARTY TRANSACTIONS
 
From the Company’s inception (October 31, 2006) through September 30, 2011, the Company utilized office space of an officer and stockholder at no charge.  The Company treated the usage of the office space as additional paid-in capital and charged the estimated fair value rent of $200 per month to operations.  For the nine months ended September 30, 2011 and 2010, the Company recorded rent expense of $1,800 and $1,800, respectively.
 
11.        DISCONTINUED OPERATIONS
 
On August 12, 2010, in connection with the Company’s Debt Repayment Agreement with KMR, pursuant to which the Company acquired all of KMR’s rights to certain mineral claims, the Company changed management, entered the mining business, and ceased all activity in its former business of video production and media relations.  Accordingly, the Company’s results from its former business are shown in the statements of operations under the caption, “Loss on Discontinued Operations” and its cumulative deficit under the caption, “Accumulated Deficit” on the balance sheet.
 
12.        SUBSEQUENT EVENTS
 
On October 27, 2011 the Company issued a promissory note to an unrelated third party in exchange for $40,000.  Per the terms of the note, the principal is due, together with interest at 12% per annum, on January 17, 2012.
 
 
16

 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “shall,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
 
The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
 
Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Quarterly Report on Form 10-Q for the period ended September 30, 2011.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended September 30, 2011, together with notes thereto and our financial statements for the year ended December 31, 2011, together with notes thereto, as previously filed with our Annual Report on Form 10-K.  
 
For the three months ended September 30, 2011, as compared to the three months ended September 30, 2010.
 
Results of Operations.
 
Revenues. We had no revenues for the three months ended September 30, 2011, as compared to no revenues for the three months ended September 30, 2010. 
 
Operating Expenses. For the three months ended September 30, 2011, our total operating expenses were $230,181, which consisted of legal and professional fees of $42,919, general and administrative expenses of $40,166, officer compensation of $17,000 and exploration costs of $130,096.  We expect that we will continue to incur significant exploration costs as well as legal and accounting expenses related to being a public company. For the three months ended September 30, 2010, we had a loss on discontinued operations of $1,419, which resulted from the discontinuation of our former business.
 
 
17

 
Other Expense. For the three months ended September 30, 2011, our other expense consisted of interest in the amount of $28,457.
 
Net Loss.   For the three months ended September 30, 2011, our net loss was $258,638 as compared to a net loss of $216,821 for the three months ended September 30, 2010.  The increase in our net loss between the two periods was primarily due to the change in our business operations from media to mineral resource development and the associated exploration costs. We expect to continue to incur net losses for the foreseeable future.
 
For the nine months ended September 30, 2011, as compared to the nine months ended September 30, 2010.

Results of Operations.

Revenues. We had no revenues for the nine months ended September 30, 2011, as compared to no revenues for the nine months ended September 30, 2010. 

Operating Expenses. For the nine months ended September 30, 2011, our total operating expenses were $885,618, which consisted of legal and professional fees of $204,417, general and administrative expenses of $107,857, officer compensation of $148,000 and exploration costs of $425,344.  We expect that we will continue to incur significant exploration costs as well as legal and accounting expenses related to being a public company. For the nine months ended September 30, 2010, we had a loss on discontinued operations of $59,940, which resulted from the discontinuation of our former business.

Other Expense. For the nine months ended September 30, 2011, we had interest expense of $73,521 and amortization of debt discount of $600,000, which resulted in total other expense of $673,521.
 
Net Loss.   For the nine months ended September 30, 2011, our net loss was $1,559,139 as compared to a net loss of $275,342 for the nine months ended September 30, 2010.  The increase in our net loss between the two periods was primarily due to the change in our business operations from media to mineral resource development and the associated exploration costs. We expect to continue to incur net losses for the foreseeable future.

Liquidity and Capital Resources.  As of September 30, 2011, we had cash of $23,401, property and equipment of $486, net of $2,570 and $2,112 of accumulated depreciation, respectively, and unproven mineral properties of $1,194,910, making our total assets of $1,218,797 as of September 30, 2011.
 
Our unproven mineral properties of $1,194,910, as of September 30, 2011, consist of our rights to the Tonopah Extension Mine and the Golden Trend Property in Nevada.
 
Our current liabilities were $233,645 as of September 30, 2011, which was represented by accounts payable and accrued expenses of $16,645, current notes payable of $200,000, and loans from stockholders of $17,000.
 
In August 2010, and in connection with certain rights we acquired to a Mining Lease and Option to Purchase Agreement from Cliff ZZ L.L.C. for certain patented mineral claims in Esmeralda and Nye Counties of Nevada (the “Purchase Option”), we assumed the balance of the purchase option of $990,000.  We have made three required payments in the aggregate amount of $140,000 for the period ended September 30, 2011.  The balance of the Purchase Option was $850,000 at September 30, 2011. Our current notes payable of $200,000 represent the upcoming payments that are due on the Purchase Option for the next twelve months. Payments under the Purchase Option vary annually with the final payment due on March 15, 2015.
 
The loan payable to shareholder of $17,000 is payable to two of our former minority shareholders. On April 20, 2009, we entered into a note payable with a stockholder in the amount of $6,000.  On July 13, 2009, we entered into a note payable with a stockholder in the amount of $5,000.  On November 14, 2009, we entered into a note payable with a stockholder in the amount of $2,000.  On March 8, 2010, we entered into a note payable with a stockholder in the amount of $4,000.  These loans are due upon demand and accrue interest at the rate of 10% per annum.  The loan funds were used for working capital purposes. As of September 30, 2011, $17,000 of principal and $3,588 of interest was due to various stockholders per the above notes. We are currently negotiating payment of those loans with the holders.
 
 
18

 
Our long-term notes payable were $1,841,699 as of September 30, 2011, which consisted of $1,100,000 that was loaned to us pursuant to the Note and Warrant Purchase Agreement (the “Financing Agreement”) with Socially Responsible Wealth Management Ltd. (“SRWM”) as described below, $57,260 in accrued interest due to SRWM and the balance of $500,000, which is owed to Cliff ZZ L.L.C. pursuant to the Purchase Option.
 
On August 13, 2010, we entered into the Financing Agreement with SRWM pursuant to which SRWM agreed to lend up to $2,000,000 to us in multiple installments in exchange for senior secured convertible promissory notes with a conversion price of $0.50 per share (“Notes”) and five-year warrants to acquire shares of common stock at an exercise price of $0.75 per share (“Warrants”) in the amount of each installment. The Notes are due on August 13, 2013, or upon default, whichever is earlier, and bear interest at the annual rate of 10%. The Notes have an optional conversion feature by which SRWM can convert the principal and accrued interest into shares of our common stock at a conversion price of $0.50 per share. The Warrants expire five years from the date of the investment. The Financing Agreement provides that SRWM will lend additional installments to us in amounts as requested by us; provided however, that we provide the proposed use of proceeds for each requested amount. SRWM shall have sole discretion in determining whether the proposed use of proceeds is acceptable.
 
In connection with the Financing Agreement, we have issued the following Notes and Warrants to SRWM on the following dates:
 
 
Date of Note
Amount of Note
 
Number of Warrants
 
 
August 13, 2010
$500,000
500,000
 
 
January 19, 2011
$100,000
100,000
 
 
March 17, 2011
$500,000
500,000
 
 
Other than those specified above, we had no other liabilities and no long term commitments or contingencies as of September 30, 2011.
 
During 2011 and 2012, we expect that the following will continue to impact our liquidity: (i) legal and accounting costs of being a public company; (ii) future payments to Cliff ZZ L.L.C. for the balance of the Purchase Option; (iii) expected expenses related to the development of the Golden Trend Property and the Tonopah Extensions Mine; and (iv) anticipated increases in overhead and the use of independent contractors for services to be provided to us. We will need to obtain funds to pay those expenses. Other than those items specified above, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.
 
As of September 30, 2011, we had cash of $23,401.  In the opinion of management, available funds and funds received to date from the Financing Agreement as discussed above will not satisfy our working capital requirements to operate at our current level of activity for the next twelve months.  We will need additional cash to continue and expand our operations, including the development of our properties. Our forecast for the period for which our financial resources will be adequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors.
 
On October 27, 2011, we issued a promissory note in the amount of $40,000 to an investor to pay certain of our expenses.  The promissory note is due and payable on January 17, 2012 and bears annual interest of 12%.

In order to implement our business plan in the manner we envision, we need to raise additional capital in addition to the funds that we obtained pursuant to the Financing Agreement.  We have been, and intend to continue, working toward identifying and obtaining new sources of financing. We cannot guaranty that we will be able to raise additional funds. Moreover, in the event that we can raise additional funds, we cannot guaranty that additional funding will be available on favorable terms. If we are unable to obtain new sources of financing and raise additional capital, then we may be forced to curtail our operations.
 
We are not currently conducting any research and development activities.  We do not anticipate conducting such activities in the near future. We intend to use independent contractors for certain services related to the Golden Trend Property and the Tonopah Extension Mine. We anticipate that we may need to purchase or lease additional equipment in order to conduct certain of our operations. However, as of the date of this report, we do not have any specific plans to purchase or lease additional equipment.
 
 
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Off-Balance Sheet Arrangements.
 
We have no off-balance sheet arrangements.
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
 
Not applicable.
 
Item 4. Controls and Procedures.
 
Evaluation of disclosure controls and procedures. We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective.
 
Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
PART II — OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
None.
 
Item 1A. Risk Factors.
 
Not applicable.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.  Defaults Upon Senior Securities.
 
None.
 
Item 4.  (Removed and Reserved).
 
 
Item 5.  Other Information.
 
None.
 
Item 6.  Exhibits.
 
101.ins Instant Document
101.sch
XBRL Taxonomy Schema Document
101.cal XBRL Taxonomy Calculation Linkbase Document
101.def XBRL Taxonomy Definition Linkbase Document
101.lab XBRL Taxonomy Label Linkbase Document
101.pre XBRL Taxonomy Presentation Linkbase Document
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Coyote Resources, Inc.,
a Nevada corporation
 
       
Date: November 8, 2011    
By:
/s/ Earl Abbott
 
   
Earl Abbott
President, Secretary and Treasurer
(Principal Executive, Financial and Accounting Officer)
 
 

 
 
 
 
 
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