Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended June 30, 2013
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ____to____
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Commission File Number: 000-52512
(Exact name of registrant as specified in its charter)
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Nevada
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20-5874196
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1671 SW 105 Lane, Davie, FL 33324
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(Address of principal executive offices) (Zip Code)
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(786) 423-1811
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(Registrant’s Telephone Number, including area code)
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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. x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
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.
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Large accelerated filer
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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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). o Yes x No
As of September 3, 2013, there were 46,502,120 shares of the issuer's $.001 par value common stock issued and outstanding.
1
TABLE OF CONTENTS
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PART I
FINANCIAL INFORMATION
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Page
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PART II
OTHER INFORMATION
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Item 6.
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Exhibits
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17
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2
PART 1 - FINANCIAL INFORMATION
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
(Unaudited)
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30-Jun-13
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31-Dec-12
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ASSETS
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Current assets
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Cash
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$ | 6,505 | $ | 433 | ||||
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Total current assets
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6,505 | 433 | ||||||
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Property and equipment, net of $3,056 and $3,001 accumulated depreciation, respectively
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- | 55 | ||||||
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Unproven mineral properties
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1,194,910 | 1,194,910 | ||||||
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Total assets
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$ | 1,201,415 | $ | 1,195,398 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current liabilities
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Accounts payable and accrued interest
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$ | 504,070 | $ | 354,387 | ||||
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Convertible notes
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1,100,000 | 1,100,000 | ||||||
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Loans from stockholders
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22,000 | 17,000 | ||||||
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Note payable
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250,000 | 200,000 | ||||||
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Derivative liability
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103,928 | 710,033 | ||||||
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Total current liabilities
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1,979,998 | 2,381,420 | ||||||
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Loans from stockholders, long-term
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647,482 | 406,052 | ||||||
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Notes payable, long-term
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350,000 | 500,000 | ||||||
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Total liabilities
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2,977,480 | 3,287,472 | ||||||
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Stockholders’ equity (deficit)
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Preferred stock, $.001 par value; 30,000,000 shares authorized, -0- shares issued and outstanding
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- | - | ||||||
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Common stock, $.001 par value; 300,000,000 shares authorized, 46,502,120 shares issued and outstanding
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46,502 | 46,502 | ||||||
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Additional paid-in capital
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99,863 | 99,863 | ||||||
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Accumulated deficit
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(233,532 | ) | (233,532 | ) | ||||
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Deficit accumulated during the exploration stage
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(1,688,898 | ) | (2,004,907 | ) | ||||
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Total stockholders’ equity (deficit)
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(1,776,065 | ) | (2,092,074 | ) | ||||
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Total liabilities and stockholders’ equity (deficit)
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$ | 1,201,415 | $ | 1,195,398 | ||||
The accompanying notes are an integral part of the unaudited financial statements.
3
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended
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For the Three Months Ended
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For the Six Months Ended
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For the Six Months Ended
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For the Period from Inception (October 31, 2006) through
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30-Jun-13
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30-Jun-12
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30-Jun-13
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30-Jun-12
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30-Jun-13
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Operating expenses
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Exploration costs
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$ | - | $ | 7,974 | $ | - | $ | 8,096 | $ | 439,559 | ||||||||||
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Legal and professional
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33,605 | 79,877 | 52,176 | 127,406 | 630,260 | |||||||||||||||
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Officer compensation
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37,500 | 10,000 | 67,500 | 10,000 | 328,000 | |||||||||||||||
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General and administrative
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48,424 | 23,997 | 82,427 | 40,030 | 338,105 | |||||||||||||||
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Total operating expenses
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119,529 | 121,848 | 202,103 | 185,532 | 1,735,924 | |||||||||||||||
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Loss from continuing operations
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(119,529 | ) | (121,848 | ) | (202,103 | ) | (185,532 | ) | (1,735,924 | ) | ||||||||||
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Other income (expense)
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Forgiveness of accounts and note payable
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- | - | - | - | 75,781 | |||||||||||||||
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Interest income
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- | - | - | - | 1,885 | |||||||||||||||
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Amortization of debt discount
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- | - | - | - | (772,500 | ) | ||||||||||||||
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Interest expense
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(47,048 | ) | (30,651 | ) | (87,993 | ) | (60,980 | ) | (349,297 | ) | ||||||||||
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Gain (loss) on derivative liability
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956,519 | 248,433 | 606,105 | (57,928 | ) | 1,091,157 | ||||||||||||||
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Total other income (expense)
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909,471 | 217,782 | 518,112 | (118,908 | ) | 47,026 | ||||||||||||||
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Income (Loss) before discontinued operations and income taxes
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789,942 | 95,934 | 316,009 | (304,440 | ) | (1,688,898 | ) | |||||||||||||
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Loss on discontinued operations
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- | - | - | - | (233,532 | ) | ||||||||||||||
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Net income (loss)
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$ | 789,942 | $ | 95,934 | $ | 316,009 | $ | (304,440 | ) | $ | (1,922,430 | ) | ||||||||
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Net income (loss) per common share – basic and diluted
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$ | 0.02 | $ | 0.00 | $ | 0.01 | $ | (0.01 | ) | |||||||||||
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Weighted average of common shares – basic and diluted
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46,502,120 | 46,502,120 | 46,502,120 | 46,502,120 | ||||||||||||||||
The accompanying notes are an integral part of the unaudited financial statements.
4
(An Exploration Stage Company)
STATEMENTS OF CASH FLOW
(Unaudited)
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For the Six Months Ended
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For the Six Months Ended
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For the Period from Inception (October 31, 2006) through
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30-Jun-13
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30-Jun-12
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30-Jun-13
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Cash flows from operating activities
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Net loss
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$ | 316,009 | $ | (304,440 | ) | $ | (1,922,430 | ) | ||||
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Adjustments to reconcile net loss to net cash used in operating activities
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Additional paid-in capital in exchange for facilities provided by related party
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- | 1,000 | 13,400 | |||||||||
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Depreciation
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55 | 183 | 3,056 | |||||||||
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Forgiveness of accounts and note payable
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- | - | (75,781 | ) | ||||||||
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Amortization of debt discount
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- | - | 772,500 | |||||||||
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Loss on derivative liability
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(606,105 | ) | 57,928 | (1,091,157 | ) | |||||||
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Changes in operating assets and liabilities
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Increase in accounts payable and accrued expenses
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149,683 | 165,033 | 579,851 | |||||||||
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Net cash used in operating activities
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(140,358 | ) | (80,296 | ) | (1,720,561 | ) | ||||||
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Cash flows from investing activities
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Purchase of property and equipment
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- | - | (3,056 | ) | ||||||||
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Purchase of unproven mineral properties
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- | - | (244,910 | ) | ||||||||
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Net cash used by investing activities
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- | - | (247,966 | ) | ||||||||
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Cash flows from financing activities
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Payments on notes payable
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(100,000 | ) | (50,000 | ) | (350,000 | ) | ||||||
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Proceeds from issuance of long-term notes payable
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246,430 | 125,000 | 1,752,482 | |||||||||
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Proceeds from issuance of loans
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- | - | 17,000 | |||||||||
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Proceeds from issuance of common stock
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- | - | 555,550 | |||||||||
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Net cash provided by financing activities
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146,430 | 75,000 | 1,975,032 | |||||||||
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Net increase (decrease) in cash
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6,072 | (5,296 | ) | 6,505 | ||||||||
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Cash, beginning of period
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433 | 10,559 | - | |||||||||
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Cash, end of period
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$ | 6,505 | $ | 5,263 | $ | 6,505 | ||||||
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Supplemental disclosure of cash flow information
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Income taxes paid
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$ | - | $ | - | $ | - | ||||||
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Interest paid
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$ | - | $ | - | $ | 7,016 | ||||||
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Non-cash transaction for unproven mineral properties and assignment of note payable
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$ | - | $ | - | $ | 950,000 | ||||||
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Reclassification of derivative liability from paid-in capital
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$ | - | $ | - | $ | 637,185 | ||||||
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Debt discount from warrants
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$ | - | $ | - | $ | 214,600 | ||||||
The accompanying notes are an integral part of the unaudited financial statements.
5
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Coyote Resources, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2012 as reported in Form 10-K, have been omitted.
2. GOING CONCERN
As shown in the accompanying financial statements, the Company has incurred a net loss of ($1,922,430) from inception (October 31, 2006) through June 30, 2013. 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.
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. NOTES PAYABLE
Notes 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 one (1) required payment in the amount of $100,000 during the six (6) months ended June 30, 2013 (two (2) required payments in the aggregate amount of $150,000 for the year ended December 31, 2012; three (3) required payments in the aggregate amount of $140,000 for the year ended December 31, 2011). The balance of the purchase option was $600,000 at June 30, 2013. The aggregate maturity of the note is as follows:
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Year ending December 31
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Amount
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2013
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$
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100,000
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2014
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300,000
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2015
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200,000
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600,000
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Less: current portion
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(250,000
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)
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Long Term
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$
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350,000
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6
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
3. NOTES PAYABLE (Continued)
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. The fair value of the 500,000 warrants issued was estimated at $172,500 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 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.
The conversion options embedded in these notes all contain provisions that allow the exercise prices to be reset upon issuances of common stock or other convertible instruments by the Company in the future. As a result, these embedded conversion options were bifurcated from the related note payable and classified as liabilities. See Note 4.
A full discount of $600,000 was recorded on these notes due to the warrants and embedded conversion options. The Company amortized the debt discount of $600,000 for the year ended December 31, 2011.
The assumptions used in the Black-Scholes option pricing model for the Warrants were as follows:
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Risk-free interest rate
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0.25% to 0.41%
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Expected volatility of common stock
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100.0%
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Dividend yield
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0.00%
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Expected life of warrants and conversion feature
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5 years
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As of June 30, 2013, the Company owed $1,100,000 of principal and $283,397 of interest under this Note and Warrant Purchase Agreement.
7
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
4. EMBEDDED DERIVATIVE LIABILITIES
Conversion Option Liability
As described in Note 3, the Company issued a convertible note with certain reset provisions. The Company accounted for these reset provisions in accordance with ASC 815-40, which requires that the Company bifurcate the embedded conversion option as liability at the grant date and to record changes in fair value relating to the conversion option liability in the statement of operations as of each subsequent balance sheet date. The debt discount related to the convertible note is amortized over the life of the note using the effective interest method. See Note 5 for a reconciliation of the changes in fair value of the Company’s embedded derivative.
August 13, 2010, January 19, 2011 and March 17, 2011 Convertible Note Installments
On August 13, 2010, the Company’s stock was not trading and the embedded conversion options were not readily convertible to cash. Therefore the conversion options did not qualify for liability classification under ASCI 815. On October 7, 2010, the first day of trading for the Company’s stock, the Company determined a fair value of $637,185 for the conversion option liability for the first installment of the convertible note. This amount was reclassified from additional paid-in capital on that date.
On December 31, 2010, the Company determined a fair value of $1,267,818 for the conversion option liability for the outstanding balance of the convertible note.
On January 19, 2011, the Company determined a fair value of $238,572 for the conversion option liability for the second installment of the convertible note.
On March 17, 2011, the Company determined a fair value of $2,024,721 for the conversion option liability for the third installment of the convertible note.
On December 31, 2011, the Company determined a fair value of $1,267,818 for the conversion option liability for the outstanding balance of the convertible notes.
On December 31, 2012, the Company determined a fair value of $710,033 for the conversion option liability for the outstanding balance of the convertible note.
On June 30, 2013, the Company determined a fair value of $103,928 for the conversion option liability for the outstanding balance of the convertible note,
The Company uses the Black Scholes Option Pricing Model to value its based upon the following assumptions: dividend yield of -0-%, daily volatility of 6%-20%, risk free rates from 0.16%-1.29% and an expected term equal to the remaining terms of the notes.
8
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
5. FAIR VALUE
The Company measures fair value in accordance with a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
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Level 1
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Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
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Level 2
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Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
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Level 3
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Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
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The following table sets forth the Company's consolidated financial assets and liabilities, measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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Total
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Level 1
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Level 2
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Level 3
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LIABILITIES:
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Conversion option liability at December 31, 2012
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710,033
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-
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-
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710,033
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Conversion option liability at June 30, 2013
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103,928
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-
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-
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103,928
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The following is a reconciliation of the conversion option liability and detachable warrant liability for which Level 3 inputs were used in determining fair value:
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Balance as of December 31, 2012
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$
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710,033
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Decrease in fair value of debt derivative
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606,105
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Balance as of June 30, 2013
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$
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103,928
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The Company’s conversion option liabilities are valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility and correlations of such inputs. These consolidated financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. See Note 4 for Black Scholes Option Pricing Model inputs.
9
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
6. LOANS FROM STOCKHOLDERS
On December 28, 2006, the Company entered into a note payable with a stockholder in the amount of $22,000. Per the terms of the note, the loan was due in one lump-sum payment on December 28, 2007, together with interest that accrued at the rate of 8% per annum. The loan funds were 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 were 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 were 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 were 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 were 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).
During the years ended December 31, 2011 and 2012 the Company issued a series of promissory notes to a stockholder in exchange for funds on the following dates and in the following amounts:
October 27, 2011 for $40,000
February 7, 2012 for $20,000
March 6, 2012 for $50,000
March 30, 2012 for $25,000
May 18, 2012 for $30,000
July 6, 2012 for $16,710
August 2, 2012 for $70,000
Per the terms of the notes, the principal was due, together with interest at 12% per annum, beginning on January 17, 2012 and all loan funds were used for working capital purposes. On September 26, 2012, the Company renegotiated the due dates on the notes to September 26, 2014 and consolidated them, along with all interest accrued to that date, and replaced them with a new note in the aggregate amount of $365,482 with interest accruing at 12% per annum.
The Company evaluated the debt modification transaction under ASC 470-50 and determined that the transaction qualifies as a troubled debt restructuring because the lender was granted a concession. The total future cash payments exceed the carrying amount and therefore there was no accounting impact as a result of this transaction.
10
COYOTE RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2013
6. LOANS FROM STOCKHOLDERS (Continued)
On October 24, 2012, the Company entered into a note payable with a stockholder in the amount of $15,000. Per the terms of the note, this loan is due on September 26, 2014 and accrues interest at the rate of 12% per annum. The loan funds were used for working capital purposes.
On November 28, 2012, the Company entered into a note payable with a stockholder in the amount of $25,570. Per the terms of the note, this loan is due on September 26, 2014 and accrues interest at the rate of 12% per annum. The loan funds were used for working capital purposes.
On February 8, 2013, the Company entered into a note payable with a stockholder in the amount of $34,985. Per the terms of the note, this loan is due on September 26, 2014 and accrues interest at the rate of 12% per annum. The loan funds were used for working capital purposes.
On March 20, 2013, the Company entered into a note payable with a stockholder in the amount of $200,000. Per the terms of the note, this loan is due on September 26, 2014 and accrues interest at the rate of 12% per annum. The loan funds were used for working capital purposes.
On April 29, 2013, the Company received a cash advance from a stockholder in the amount of $5,000. The amount is due on demand. The loan funds were used for working capital purposes.
On June 21, 2013, the Company entered into a note payable with a stockholder in the amount of $6,445. Per the terms of the note, this loan is due on September 26, 2014 and accrues interest at the rate of 12% per annum. The loan funds were used for working capital purposes.
As of June 30, 2013, $669,482 of principal and $51,441 of interest was due to the various stockholders per the above notes.
7. SUBSEQUENT EVENTS
On August 28, 2013, the Company issued a one year Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The Note provides for tranches of financing of up to $450,000 (“Consideration”) in the aggregate and all amounts funded by JMJ bear a 10% Original Issue Discount (“OID”) fee, and are interest-free for 90 days from date of each funding, following which said amounts bear a one-time interest charge of 12%. The Company has the right to prepay without penalty the amount of any funding within 90 days. JMJ has funded $50,000 at closing on August 28, 2013 (the “Initial Funding”). JMJ may fund any additional amounts beyond the Initial Funding to be furnished at such dates as JMJ may choose in its sole discretion. The term of each funding under the Note is one year (the “Maturity Date”), upon which the outstanding principal amount for each funding is payable. Amounts funded plus OID and interest under the Note are convertible into common stock at any time after the issuance date, at the holder’s option, at a conversion price equal to the lesser of (i) $0.22, and (ii) 60% of the lowest trade price in the 25 trading days previous to the conversion. JMJ does not have the right to convert the Note, to the extent that JMJ would beneficially own in excess of 4.99% of our outstanding common stock.
On August 28, 2013, the Company also entered into a Representations and Warranties Agreement (“Agreement”) with JMJ, which provides that the Company shall file with the SEC its Quarterly Report on Form 10-Q for the period ended June 30, 2013, no later than September 5, 2013, and pay at least $2,500 to its auditor within 24 hours of the Company’s receipt of the Initial Funding. The Agreement further provides that if the Company has not paid as least $2,500 to its auditor and filed with the SEC its Quarterly Report on Form 10-Q for the period ended June 30, 2013 by 5:00pm EST on September 5, 2103, then the Company shall be obligated to pay liquidated damages of $50,000 to JMJ at its election in the form of cash payment or addition to the balance of the Note.
In connection with the issuance of the Note, the Company agreed to pay Garden State Securities, Inc. a fee equal to 10% of all Consideration JMJ advances to the Company under the Note and warrants to purchase shares of the Company’s Common Stock equal to 10% of the shares underlying the Note upon each advance.
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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 June 30, 2013.
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements for the period ended June 30, 2013, together with notes thereto, which are included in this report.
For the three months ended June 30, 2013, as compared to the three months ended June 30, 2012.
Results of Operations.
Revenues. We had no revenues for the three months ended June 30, 2013 and June 30, 2012.
Operating Expenses. For the three months ended June 30, 2013, our total operating expenses were $119,529, as compared to total operating expenses of $121,848 for the three months ended June 30, 2012. For the three months ended June 30, 2013, our total operating expenses consisted of legal and professional fees of $33,605, officer compensation of $37,500 and general and administrative expenses of $48,424. In comparison, for the three months ended June 30, 2012, our total operating expenses consisted of exploration costs of $7,974, legal and professional fees of $79,877, officer compensation of $10,000 and general and administrative expenses of $23,997. The decrease in total operating expenses from 2012 to 2013 is primarily due to increases officer compensation and general and administrative expenses and a decrease in legal and professional fees incurred during the three months ended June 30, 2013. We expect that we will not incur any significant exploration costs until we are able to raise additional capital. We also expect that we will continue to incur significant legal and accounting expenses related to being a public company.
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Other Expense. For the three months ended June 30, 2013, our other expenses consisted of interest expense in the amount of $47,048, and gain on derivative liability of $956,519. In comparison, for the three months ended June 30, 2012, our other expense consisted of interest expense of $30,651, and gain on derivative liability of $248,433.
Net Loss. For the three months ended June 30, 2013, our net income was $789,942, as compared to the three months ended June 30, 2012, in which our net income was $95,934. We expect to continue to incur net losses for the foreseeable future.
For the six months ended June 30, 2013, as compared to the six months ended June 30, 2012.
Results of Operations.
Revenues. We had no revenues for the six months ended June 30, 2013 and June 30, 2012.
Operating Expenses. For the six months ended June 30, 2013, our total operating expenses were $202,103, as compared to total operating expenses of $185,532 for the six months ended June 30, 2012. For the six months ended June 30, 2013, our total operating expenses consisted of legal and professional fees of $52,176, officer compensation of $67,500 and general and administrative expenses of $82,427. In comparison, for the six months ended June 30, 2012, our total operating expenses consisted of exploration costs of $8,096, legal and professional fees of $127,406, officer compensation of $10,000 and general and administrative expenses of $40,030. The increase in total operating expenses from 2012 to 2013 is primarily due to increases officer compensation and general and administrative expenses and a decrease in legal and professional fees incurred during the six months ended June 30, 2013. We expect that we will not incur any significant exploration costs until we are able to raise additional capital. We also expect that we will continue to incur significant legal and accounting expenses related to being a public company.
Other Expense. For the six months ended June 30, 2013, our other expenses consisted of interest expense in the amount of $87,993, and gain on derivative liability of $606,105. In comparison, for the six months ended June 30, 2012, our other expense consisted of interest expense of $60,980, and loss on derivative liability of $57,928.
Net Loss. For the six months ended June 30, 2013, our net income was $316,009, as compared to the six months ended June 30, 2012, in which our net loss was $304,440. We expect to continue to incur net losses for the foreseeable future.
Liquidity and Capital Resources. As of June 30, 2013, we had cash of $6,505, property and equipment of $Nil, net of $3,056 accumulated depreciation, and unproven mineral properties of $1,194,910, making our total assets $1,201,415.
Our unproven mineral properties of $1,194,910 as of June 30, 2013 consist of our rights to the Tonopah Extension Mine and the Golden Trend Property in Nevada.
Our total current liabilities were $1,979,998 as of June 30, 2013, which was represented by accounts payable and accrued expenses of $504,070, current portion of notes payable of $250,000, loans from stockholders of $22,000, a convertible note totaling $1,100,000 of principal, pursuant to a Note and Warrant Purchase Agreement (the “Financing Agreement”) we entered into with Socially Responsible Wealth Management Ltd. (“SRWM”) in August 2010, and derivative liability of $103,928. Long-term notes payable as of June 30, 2013 were $997,482.
As of June 30, 2013, our long term notes payable of $997,482 consists of (i) promissory notes payable to a stockholder totaling $647,482 of principal and (ii) $350,000 which is owed to Cliff ZZ L.L.C. pursuant to the Mining Lease and Option to Purchase Agreement between us and Cliff ZZ L.L.C. (the “Tonopah Agreement”).
Pursuant to the Financing Agreement, 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 and five-year warrants to acquire shares of common stock at an exercise price of $0.75 per share in the amount of each installment. The first installment of $500,000 was delivered on August 12, 2010, and we 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 note payable of $200,000 that was due to SRWM. This note is due, together with interest at the rate of 10% per annum on August 13, 2013.
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On January 19, 2011, we borrowed an additional $100,000 from SRWM pursuant to the Financing Agreement. We issued a senior secured convertible promissory note to SRWM in the amount of $100,000. The note is due on August 13, 2013, or upon default, whichever is earlier, and bears interest at the annual rate of 10%. The note has 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. In connection with the note, SRWM also received warrants to purchase 100,000 shares of our common stock at a purchase price of $0.75 per share. The warrants expire five years from the date of the investment.
On March 17, 2011, we borrowed an additional $500,000 from SRWM pursuant to the Financing Agreement. We issued a senior secured convertible promissory note to SRWM in the amount of $500,000. The note is due on August 13, 2013, or upon default, whichever is earlier, and bears interest at the annual rate of 10%. The note has 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. In connection with the note, SRWM also received warrants to purchase 100,000 shares of our common stock at a purchase price of $0.75 per share. The warrants expire five years from the date of the investment.
As of June 30, 2013, we owed $1,100,000 of principal and $283,397 of interest pursuant to the Financing Agreement. Unless we can renegotiate these debt obligations, these notes will be in default. Pursuant to the terms of the notes, the non-payment of principal and unpaid accrued interest by us constitutes an event of default and, as a result, the holder of the notes may accelerate payment of all amounts outstanding under the notes by giving written notice to us and thereby requiring that we immediately pay up to an aggregate of $1,100,000 in principal plus all unpaid accrued interest. If the holder of the notes were to declare the notes due and payable, we presently do not have the ability to pay these notes.
In connection with the assignment of the rights to the Tonopah Agreement, we assumed the balance of the purchase option of $990,000. We made one required payment in the amount of $100,000 to Cliff ZZ LLC during the six months ended June 30, 2013. The balance of the purchase option was $600,000 at June 30, 2013. Of this balance, $250,000 is a current liability and $350,000 is a long-term liability. Our required minimum payments vary per year with final payment due on March 15, 2015.
In connection with the assignment of the rights to the Golden Trend Mining Lease one required payment in the amount of $15,000 was made to Rubicon Resources during the six months ended June 30, 2013.
On October 27, 2011, we issued a promissory note to a shareholder in exchange for $40,000. Per the terms of the note, the principal was due, together with interest at 12% per annum, on January 17, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On February 7, 2012, we issued a promissory note to the same shareholder in exchange for $20,000. Per the terms of the note, the principal was due, together with interest at 12% per annum, on May 7, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On March 6, 2012, we issued a promissory note to the same shareholder in exchange for $50,000. Per the terms of the note, the principal was due, together with interest at 12% per annum, on June 6, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On March 30, 2012, we issued a promissory note to the same shareholder in exchange for $25,000. Per the terms of the note, the principal was due, together with interest at 12% per annum, on June 6, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On May 18, 2012, the Company issued a promissory note to the same shareholder in exchange for $30,000. Per the terms of the note, the principal is due, together with interest at 12% per annum, on August 18, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On August 2, 2012, the Company issued a promissory note to the same shareholder in exchange for $86,709.50 for loans of $16,709.50 on July 6, 2012 and $70,000 on August 2, 2012. Per the terms of the note, the principal is due, together with interest at 12% per annum, on November 2, 2012. This note was consolidated into a new note on September 26, 2012 (see note below).
On September 26, 2012, the Company entered into an unsecured consolidated promissory note (the “Consolidated Note”) with the same shareholder which consolidates all of the outstanding principal and accrued interest due as of September 26, 2012 on outstanding promissory notes with the shareholder dated October 27, 2011, February 7, 2012, March 6, 2012, March 30, 2012, May 18, 2012, and August 2, 2012 (collectively, the “Initial Notes”), together with additional proceeds from the shareholder of $100,000 received by the Company on September 26, 2012. The Initial Notes were terminated and replaced by the Consolidated Note. The Consolidated Note is due on September 26, 2014, or upon default, whichever is earlier, and bears interest at the annual rate of 12%.
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On October 24, 2012, we issued a promissory note to the same shareholder in exchange for $15,000. Per the terms of the note, the principal is due, together with interest at 12% per annum, September 26, 2014.
On November 28, 2012, we issued a promissory note to the same shareholder in exchange for $25,570. Per the terms of the note, the principal is due, together with interest at 12% per annum, September 26, 2014.
On February 8, 2013, we issued a promissory note to the same shareholder in exchange for $34,985. Per the terms of the note, the principal is due, together with interest at 12% per annum, September 26, 2014.
On March 20, 2013, we issued a promissory note to the same shareholder in exchange for $200,000. Per the terms of the note, the principal is due, together with interest at 12% per annum, September 26, 2014.
On April 29, 2013, the Company received a cash advance from a stockholder in the amount of $5,000. The amount is due on demand. The loan funds were used for working capital purposes.
On June 21, 2013, we issued a promissory note to the same shareholder in exchange for $6,445. Per the terms of the note, the principal is due, together with interest at 12% per annum, September 26, 2014.
Over the last twenty months we have been funding our operations through loans from a stockholder which we have used for working capital purposes.
Other than those liabilities discussed above, we had no other liabilities and no other long term commitments or contingencies as of June 30, 2013.
As of June 30, 2013, we had cash and cash equivalents of $6,505. In the opinion of management, available funds will not satisfy our working capital requirements to operate for the next twelve months. 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.
During 2013, 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 LLC for the balance of the purchase option for the Tonopah Agreement and lease payments to Rubicon Resources Inc. on the Golden Trend Property; (iii) expected expenses related to the development of the Tonopah Extensions Mine and the Golden Trend Property; (iv) anticipated increases in overhead and the use of independent contractors for services to be provided to us; and (v) expected payments to notes payable to the investor. 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.
In order to implement our business plan in the manner we envision, we need to raise additional capital. 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. Any future financing that we may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows.
If adequate funds are not available, we may be required to delay, scale back or eliminate portions of our operations or to obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect our ability to fund our continued operations and our expansion efforts.
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.
Not applicable.
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
None.
Not applicable.
None.
None.
Not applicable.
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The information set forth below is included herewith for the purpose of providing the disclosure required under the following items of Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; and (iii) Item 3.02 Unregistered Sales of Equity Securities.
On August 28, 2013, the Company issued a one year Promissory Note (the “Note”) with JMJ Financial (“JMJ”). The Note provides for tranches of financing of up to $450,000 (“Consideration”) in the aggregate and all amounts funded by JMJ bear a 10% Original Issue Discount (“OID”) fee, and are interest-free for 90 days from date of each funding, following which said amounts bear a one-time interest charge of 12%. The Company has the right to prepay without penalty the amount of any funding within 90 days. JMJ has funded $50,000 at closing on August 28, 2013 (the “Initial Funding”). JMJ may fund any additional amounts beyond the Initial Funding to be furnished at such dates as JMJ may choose in its sole discretion. The term of each funding under the Note is one year (the “Maturity Date”), upon which the outstanding principal amount for each funding is payable. Amounts funded plus OID and interest under the Note are convertible into common stock at any time after the issuance date, at the holder’s option, at a conversion price equal to the lesser of (i) $0.22, and (ii) 60% of the lowest trade price in the 25 trading days previous to the conversion. JMJ does not have the right to convert the Note, to the extent that JMJ would beneficially own in excess of 4.99% of our outstanding common stock.
On August 28, 2013, the Company also entered into a Representations and Warranties Agreement (“Agreement”) with JMJ, which provides that the Company shall file with the SEC its Quarterly Report on Form 10-Q for the period ended June 30, 2013, no later than September 5, 2013, and pay at least $2,500 to its auditor within 24 hours of the Company’s receipt of the Initial Funding. The Agreement further provides that if the Company has not paid as least $2,500 to its auditor and filed with the SEC its Quarterly Report on Form 10-Q for the period ended June 30, 2013 by 5:00pm EST on September 5, 2103, then the Company shall be obligated to pay liquidated damages of $50,000 to JMJ at its election in the form of cash payment or addition to the balance of the Note.
In connection with the issuance of the Note, the Company agreed to pay Garden State Securities, Inc. a fee equal to 10% of all Consideration JMJ advances to the Company under the Note and warrants to purchase shares of the Company’s Common Stock equal to 10% of the shares underlying the Note upon each advance.
The Note was issued pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The shares to be issued upon conversion of the Note and exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.
The foregoing description of the Note and the Agreement are only a summary of the material terms of the Note and Agreement and is qualified in its entirety by reference to the full text of each document. Copies of the Note and Agreement are attached as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q and are incorporated herein by reference.
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101.ins
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Instant Document
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101.sch
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XBRL Taxonomy Schema Document
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101.cal
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XBRL Taxonomy Calculation Linkbase Document
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101.def
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XBRL Taxonomy Definition Linkbase Document
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101.lab
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XBRL Taxonomy Label Linkbase Document
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101.pre
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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.
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Coyote Resources, Inc.,
a Nevada corporation
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Date: September 3, 2013
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By:
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/s/ Guy Martin
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Guy Martin
President, Secretary and Treasurer
(Principal Executive, Financial and Accounting Officer)
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