UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | ||
| [X] | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the Fiscal Year Ended December 31, 2009 | ||
| [ ] | 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: 333-145088 | ||
| COYOTE HILLS GOLF, INC. | ||
| (Name of small business issuer in its charter) | ||
| Nevada | 20-8241820 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |
711 N. 81st Place Mesa, Arizona | 85207 | |
| (Address of principal executive offices) | (Zip code) | |
Issuer’s telephone number: (480) 335-7351 | ||
| Securities Registered Pursuant to Section 12(b) of the Act: | ||
| Title of each class | Name of each exchange on which registered | |
| None | None | |
| Securities Registered Pursuant to Section 12(g) of the Act: | ||
| None | ||
| (Title of class) | ||
| ______ | ||
| (Title of class) | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [X] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (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)
Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the most recent price at which the common equity was sold: $15,000 as of March 25, 2010.
The number of shares outstanding of each of the issuer's classes of common equity, as of March 25, 2010 was 11,100,000.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).
None.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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COYOTE HILLS GOLF, INC.
FORM 10-K
For the year ended December 31, 2009
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties, underlying such expectations should materialize; our actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand its customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.
PART I
DESCRIPTION OF BUSINESS
Business Development and Summary
Coyote Hills Golf, Inc. was incorporated in the State of Nevada on January 8, 2007.
Our administrative office is located at 711 N. 81st Place, Mesa, AZ 85207.
Our fiscal year end is December 31.
Business of Issuer
Principal Products and Principal Markets
We are an online retailer of golf-related apparel, equipment and supplies. We primarily target male consumers aged 40 and over in the middle-to high-income ranges, among whom our management believes have the strongest interest in the game of golf. We consider this demographic group to have sufficient disposable income, are brand conscious and typically experience a moderate to high level of pressure to be early adopters of golf equipment. These factors make this an ideal target market for us. Although we plan to focus the bulk of our efforts toward attracting these consumers, our management also believes that golf is growing in popularity among the younger generations and among women due to the exposure and expansion of young professional talent in popular culture. Our management s uspects this growth is occurring not just domestically, but also internationally, especially in Asian and European countries. To capitalize on the worldwide interest in golfing, we plan to offer a variety of merchandise via the Internet.
Our product mix currently includes golf shirts, which we sell to both enthusiasts and occasional participants alike. We outsource the printing and/or manufacture of any such garments and will not produce any item in-house. We will not manufacture or produce any golf merchandise internally. Antigua Group, Inc., based in Peoria, Arizona, a leading designer and marketer of sportswear, supplies our entire current inventory. Our apparel bears the name “Coyote Hills Golf” prominently on each piece.
Mitch Powers, our President, undertakes all merchandising activities. All products are purchased from third-party manufacturers and distributors.
Distribution Methods of the Products and Services
To fulfill customer orders for resale merchandise, we use general parcel services such as United Parcel Service, DHL and Federal Express, as well as the United States Postal Service.
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Industry Background and Competition
We compete in the highly competitive and fragmented market for athletic goods and apparel in general, and for golf-related merchandise in specific. There are a number of existing competitors selling golf products that are identical or significantly similar to those we plan to market. Our management believes that national chains and mass-marketers that offer a large selection of merchandise compete directly, yet co-exist, with smaller companies that have a limited regional presence. We expect to compete with a number of retailers, which can be divided into the following groups:
| 1. | National mass-marketers, such as Wal-Mart and Target, offer golf-related items as a small segment compared to the amalgam of products available in their stores. These retailers usually have very limited selection and fewer major brand names and typically do not offer the customer service that is offered by specialty golf retailers. |
| 2. | National full-line sporting goods retailers, such as Dick's Sporting Goods, Sport Chalet and Sports Authority, offer a broad selection of brand name sporting goods and tend to be either anchor stores in strip or enclosed malls or in free-standing locations. Most full-line stores are able to accommodate a greater variety of name brands and provide greater customer interaction than mass-marketers do. |
| 3. | Specialty golf retailers include Golfsmith, Golf Galaxy and Nevada Bob's. These retailers also include golf course pro shops that often are single-store operations. Specialty golf stores carry the broadest selection of golf-related merchandise, provide specialized customer service and offer a range of custom golf services. |
| 4. | We also expect to compete against retailers that sell merchandise via the Internet, which include Edwin Watts Golf Shops and Golf Warehouse. Products offered by these vendors are often competitively priced and the direct sales channel offers relative convenience to customers. Many of our competitors that operate physical stores also have websites to serve as an on-line extension of their business. |
Our management believes there exists a significant number of competitors selling relatively similar and competitively priced merchandise. In addition, the market for golf merchandise is characterized by the breadth and depth of product selection, brands carried in inventory, convenience and pricing. We are a start-up company without a base of operations and lacking an ability to generate sales. As such, our competitive position is unfavorable in the general marketplace. Unless we implement our planned operations and begin to generate revenues, we will not be able to maintain our operations.
Significantly, all of our current and potential traditional competitors have longer operating histories, larger customer or user bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Our competitors may be able to secure products from vendors on more favorable terms, fulfill customer orders more efficiently and adopt more aggressive pricing or inventory availability policies than we can. Traditional store-based retailers also enable customers to see and feel products in a manner that is not possible over the Internet. Many of these current and potential competitors can devote substantially more resources to Web site and systems development than we can. In addition, larger, more well-established and financed entities may acquire, invest in or form joint ventures with online competitors or golf supply retailers as the use of the Internet and other online services increases.
Need for Government Approval of Principal Products
While we believe we are and will be in substantial compliance with the laws and regulations which regulate our business, and that we possess all the licenses required in the conduct of our business, the failure to comply with any of those laws or regulations, or the imposition of new laws or regulations could negatively impact our proposed business.
Effect of Existing or Probable Governmental Regulations
We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally or directly applicable to retailing or electronic commerce. We do not currently provide personal information regarding our users to third parties and we currently do not identify registered users by age, nor do we expect to do so in the foreseeable future. The adoption of additional privacy or consumer protection laws could create uncertainty in Web usage and reduce the demand for our products and services or require us to redesign our web site.
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Number of total employees and number of full time employees
We are currently in the development stage. During the development stage, we plan to rely exclusively on the services of Mitch Powers, President and director, and Stephanie Erickson, our Secretary, Treasurer and director, to set up our business operations. Both Mr. Powers and Ms. Erickson currently work for us on a part-time basis and each expects to devote approximately 10-20 hours per week to our business, or as needed. There are no other full- or part-time employees. We believe that our operations are currently on a small scale that is manageable by these individuals.
Reports to Security Holders
| 1. | We will furnish shareholders with annual financial reports certified by our independent registered public accountants. |
| 2. | We are a reporting issuer with the Securities and Exchange Commission. We file periodic reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status. |
| 3. | The public may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov. |
RISK FACTORS
Our officers and directors work for us on a part-time basis. As a result, we may be unable to develop our business and manage our public reporting requirements.
Our operations depend on the efforts of Mitch Powers, our President and director, and Stephanie Erickson, our Secretary, Treasurer and director. Neither Mr. Powers nor Ms. Erickson has experience related to public company management, nor as a principal accounting officer. Because of this, we may be unable to develop and manage our business. We cannot guarantee you that we will overcome any such obstacle.
Both Mr. Powers and Ms. Erickson are involved in other business opportunities and may face a conflict in selecting between Coyote Hills Golf and their other business interests. Namely, Red Mountain Ranch Country Club currently employs both Mr. Powers and Ms. Erickson. We have not formulated a policy for the resolution of such conflicts. If we lose either or both Mr. Powers or Ms. Erickson to other pursuits without a sufficient warning we may, consequently, go out of business.
Investors may lose their entire investment if we are unable to continue as a going concern.
Coyote Hills Golf, Inc. was formed in January 2007. We have no demonstrable operations record on which you can evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition. Coyote Hills Golf cannot guarantee that we will be successful in executing our proposed golf merchandising business. If we fail to implement and create a base of operations for our proposed business, we may be forced to cease operations, in which case investors may lose their entire investment.
We may not be able to attain profitability without additional funding, which may be unavailable.
We have limited capital resources. To date, we have not generated positive cash inflows from our operations. Unless we begin to generate sufficient revenues from our proposed business objective of selling a variety of golf merchandise to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to go out of business if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue operations, we intend to raise addition capital through offerings and sales of equity or debt securities. In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate. 60;A possibility of such outcome presents a risk of complete loss of investment in our common stock.
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Because of pressures from competitors with more resources, Coyote Hills Golf may fail to implement its business model profitably.
The market for customers is intensely competitive and such competition is expected to continue to increase. We expect to compete with many companies in the golf product niche, or the market for golf merchandise in general, such as Cutter & Buck, Ashworth, Dick’s Sporting Goods and the numerous pro shops located at golf courses around the nation. Generally, our actual and potential competitors have longer operating histories, greater financial and marketing resources, greater name recognition and an entrenched client base. Therefore, many of these competitors may be able to devote greater resources to attracting customers and preferred vendor pricing. There can be no assurance that our current or potential competitors will not stock comparable or superior products to those to we expe ct to offer. Increased competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.
A decline in the popularity of golf or the market for golf-related products and services will negatively impact our business.
We anticipate generating substantially all of our revenues from the sale of golf-related equipment and apparel. The demand for our products will be directly related to the popularity of golf, including the number of golf participants, the number of rounds of golf being played by these participants, and television viewership of and attendance at professional and other golf tournaments and events. If golf participation or golf rounds played significantly decreases, potential sales of our products could be materially adversely affected.
Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.
Any change in the preferences of golf enthusiasts that we fail to anticipate could reduce the demand for the golf-related products we intend to provide. Decisions about our focus and the specific products we plan to carry in inventory are often made in advance of distribution, and thus, in advance of consumers acquiring them. Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our products, excess or obsolete inventories and lower profit margins.
We may be unable to obtain sufficient quantities of quality merchandise on acceptable commercial terms because we do not have long-term distribution and manufacturing agreements.
We intend to rely primarily on product manufacturers and third-party distributors to supply the products we plan to offer. Our business would be seriously harmed if we were unable to develop and maintain relationships with suppliers and distributors that allow us to obtain sufficient quantities of quality merchandise on acceptable terms. Additionally, we may be unable to establish alternative sources of supply for our products to ensure delivery of merchandise in a timely and efficient manner or on terms acceptable to us. If we cannot obtain and stock our products at acceptable prices and on a timely basis, we may lose sales and our potential customers may take their purchases elsewhere. Further, an increase in supply costs could cause our operating losses to increase beyond current expectati ons.
Our revenue and gross margin could suffer if we fail to manage our inventory properly.
Our business depends on our ability to anticipate our needs for our as yet unidentified products and suppliers’ ability to deliver sufficient quantities of products at reasonable prices on a timely basis. Given that we are in the development stage, we may be unable to accurately anticipate demand and manage inventory levels, which could seriously harm us. If predicted demand is substantially greater than consumer purchases, there will be excess inventory. In order to secure inventory, we may make advance payments to suppliers, or we may enter into non-cancelable commitments with vendors. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete inventory, which could adversely affect our gross margin.
Seasonality and fluctuations in our business could make it difficult for you to evaluate our operations on a period-by-period basis.
Our future operating results may fluctuate significantly from period to period due to our reliance on a sport with an intrinsic seasonality. Golfers are active primarily during the summer months, due to more temperate weather conditions, as opposed to spring and autumn golf activity being slightly lower and the winter months significantly lower. This seasonality, along with other factors that are beyond our control, including general economic conditions, changes in consumer behavior and periodic weather anomalies, could adversely affect our operations and cause our results of operations to fluctuate. Results of operations in any period should not be considered indicative of the results to be expected for any future period.
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The sale of our products is also subject to substantial cyclical fluctuation. If our revenues in a particular quarter are lower than we anticipate, we may be unable to reduce spending in that quarter. As a result, any shortfall in revenues would likely adversely affect our quarterly operating results. Specifically, in order to attract and retain a larger customer base, we may plan to significantly increase our expenditures on sales and marketing, content development, technology and infrastructure. Many of these expenditures are planned or committed in advance and in anticipation of future revenues.
We may not be able to generate sales because consumers may choose not to shop online.
We may not be able to attract potential customers who shop in traditional retail stores to shop on our proposed web site. Furthermore, we may incur significantly higher and more sustained advertising and promotional expenditures than anticipated to attract online shoppers and to convert those shoppers into purchasing customers. As a result, we may not be able to achieve profitability, and even if we are successful at attracting online customers, we expect it could take several years to build a substantial customer base. Specific factors that could prevent widespread customer acceptance of our e-commerce solution include:
| 1. | Customer concerns about buying products without physically viewing or handling them; |
| 2. | Customer concerns about the security of online transactions and the privacy of their personal information; and |
| 3. | Difficulties in returning or exchanging items purchased through the website. |
Coyote Hills Golf may lose its top management without employment agreements.
Our operations depend substantially on the skills and experience of Mitch Powers, our President and director, and Stephanie Erickson, our Secretary, Treasurer and director. We have no other full- or part-time employees besides these individuals. Furthermore, we do not maintain key man life insurance on either of these two individuals. Without employment contracts, we may lose either or both of our officers and directors to other pursuits without a sufficient warning and, consequently, go out of business.
Both of our officers and directors are involved in other business opportunities and may face a conflict in selecting between our company and their other business interests. In the future, either Mr. Powers or Ms. Erickson may also become involved in other business opportunities. We have not formulated a policy for the resolution of such conflicts. If we lose either or both of our officers to other pursuits without a sufficient warning we may, consequently, go out of business.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance t hat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
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The costs and expenses of SEC reporting and compliance may inhibit our operations.
After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. The costs of complying with such requirements may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.
Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
| 1. | Deliver to the customer, and obtain a written receipt for, a disclosure document; |
| 2. | Disclose certain price information about the stock; |
| 3. | Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; |
| 4. | Send monthly statements to customers with market and price information about the penny stock; and |
| 5. | In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules. |
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers bu y our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
UNRESOLVED STAFF COMMENTS
None.
Coyote Hills Golf, Inc. uses office space at 711 N. 81st Place, Mesa, AZ 85207. Ms. Erickson, our Secretary, Treasurer and Director, is providing the office space, located at Ms. Erickson’s primary residence, at no charge to us. We believe that this arrangement is suitable given that our current operations are primarily administrative. We also believe that we will not need to lease additional administrative offices for at least the next 12 months. There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.
Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
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LEGAL PROCEEDINGS
No Director, officer, significant employee, or consultant of Coyote Hills Golf, Inc. has been convicted in a criminal proceeding, exclusive of traffic violations.
No Director, officer, significant employee, or consultant of Coyote Hills Golf, Inc. has been permanently or temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or banking activity.
No Director, officer, significant employee, or consultant of Coyote Hills Golf, Inc. has been convicted of violating a federal or state securities or commodities law.
Coyote Hills Golf, Inc. is not a party to any pending legal proceedings.
No director, officer, significant employee or consultant of Coyote Hills Golf, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION FOR COMMON STOCK
Market information
Effective July 18, 2008, the Company has been approved for listing on the OTC Bulletin Board under the symbol "CYHF". As of the date of this annual report, no public market in our common stock has yet developed and there can be no assurance that a meaningful trading market will subsequently develop. We make no representation about the value of our common stock.
Holders
As of the date of this annual report, Coyote Hills Golf, Inc. has approximately 11,100,000 shares of $0.001 par value common stock issued and outstanding held by three shareholders of record. Our Transfer Agent is Holladay Stock Transfer, Inc., 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.
Dividends
Coyote Hills Golf, Inc. has never declared or paid any cash dividends on its common stock. For the foreseeable future, Coyote Hills Golf intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including Coyote Hills Golf’s financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.
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Recent Sales of Unregistered Securities
In January 2007, we issued 5,000,000 shares of our common stock to Stephanie Lynn Erickson, our founding shareholder and an officer and director. We issued another 5,000,000 shares of our common stock to Mitch Powers, another founding shareholder and an officer and director. These sales of stock did not involve any public offering, general advertising or solicitation. The shares were issued in exchange for services performed by the founding shareholders on our behalf in the combined amount of $10,000. Both received compensation in the form of common stock for performing services related to the formation and organization of our Company, including, but not limited to, designing and implementing a business plan and providing administrative office space for use by the Company; thus, these s hares are considered to have been provided as founder’s shares. Additionally, the services are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital. At the time of the issuance, Ms. Erickson and Mr. Powers had fair access to and were in possession of all available material information about our company, as they are officers and directors of Coyote Hills Golf, Inc. The shares bear a restrictive transfer legend. Based on these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.
On March 28, 2007, we sold 300,000 shares of our common stock to Kamiar Khatami, a non-related individual. The shares were issued at a price of $0.02 per share for total cash in the amount of $15,000. The shares bear a restrictive transfer legend. At the time of the issuance, Mr. Khatami was provided fair access to and was in possession of all available material information about our company. On the basis of these facts, we claim that the issuance of stock to Mr. Khatami qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.
MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS
Forward-Looking Statements
The statements contained in all parts of this document that are not historical facts are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include, but are not limited to, those relating to the following: the Company's ability to secure necessary financing; expected growth; future operating expenses; future margins; fluctuations in interest rates; ability to continue to grow and implement growth, and regarding future growth, cash needs, operations, business plans and financial results and any other statements that are not historical facts.
When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements. Coyote Hills Golf, Inc.’s results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the Company’s dependence on its ability to attract and retain skilled managers and other personnel; the uncertainty of the Company's ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy of accounting and other estimates; the Company's future financial and oper ating results, cash needs and demand for services; and the Company's ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.
Management’s Discussion and Analysis
Coyote Hills Golf, Inc. was incorporated in Nevada on January 8, 2007. We are attempting to establish ourselves as an online retailer of golf-related apparel, equipment and supplies, primarily targeting male consumers aged 40 and over in the middle- to high-income ranges. We consider this demographic group to have sufficient disposable income, to be brand conscious and typically experience a moderate to high level of pressure to be early adopters of golf equipment. These factors make this an ideal target market for us.
To date, we purchased $4,085 in beginning inventory, consisting of golf apparel for men and women. With the website at www.CoyoteHillsGolf.net functional and with saleable inventory on-hand, we began to realize sales during the third quarter of 2008. In the year ended December 31, 2009, we did not generate any revenues. In the prior year ended December 31, 2008, we generated total revenues of $510. Sales since our formation on January 8, 2007 to December 31, 2009 were $510. We do not have any long-term agreements to supply our apparel to any one customer. We have no recurring customers and have no ongoing revenue sources.
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We had no sales in the year ended December 31, 2009, therefore we did not record any cost of sales. In association with sales of our golf apparel, we incurred cost of goods sold in the amount of $491 during the year ended December 31, 2008. This amount represents a gross margin of approximately 4% on sales of our products and resulted in a gross profit of $19 during such period. Since our inception to December 31, 2009, cost of goods sold totaled $491. After factoring in cost of goods sold, our gross profit was $19, for a historical gross margin of 4%.
In the execution of our business, we incur depreciation expense and various general and administrative costs. General and administrative expenses mainly consist of office expenditures and accounting and legal fees. In the year ended December 31, 2009, total expenses were $12,690, comprised of $349 in depreciation expense on our computer equipment and $12,341 in general and administrative costs. During the year ended December 31, 2008, we spent $38,067, consisting of $181 in depreciation expense and $37,886 in general and administrative expenses. Aggregate operating expenses from our inception through December 31, 2009 were $69,731, of which $530 is attributable to depreciation expense, $10,000 in executive compensation paid in the form of shares of common stock issued to our two officers/dire ctors for services rendered and $59,201 in general and administrative expenses related to the execution of our business plan. No development related expenses have been or will be paid to our affiliates. We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.
During the year ended December 31, 2009, we recorded a provision for income taxes of $50, related to the minimum tax payable to the State of Arizona. Comparatively, we recorded a provision for income taxes in the amount of $45 in the year ended December 31, 2008. Since our inception to December 31, 2009, we recorded total provisions for income taxes of $95.
As a result of our minimal level of revenues and incurring ongoing expenses related to the implementation of our business, we have experienced net losses in all periods since our inception on January 8, 2007. In the year ended December 31, 2009, we incurred a net loss of $12,740, compared to a net loss of $38,093 in the year ended December 31, 2008. Since our inception, we have accumulated net losses in the amount of $69,807. We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow. We have not been profitable from our inception through the year ended December 31, 2009. There is significant uncertainty projecting future profitability due to our history of losses, lack of revenues, and due to our reliance on the performance of third parties on which we have no direct control.
In order for us to achieve profitability and support our planned ongoing operations, we estimate that we must begin generating a minimum of $40,000 sales in the next 12 months. Unfortunately, we cannot guarantee that we will generate additional sales, let alone achieve that target. Our management has identified increasing exposure of our website as our top priority for the next twelve months to assist us in reaching our goal of $50,000 in sales.
Our management expects that we will experience net cash out-flows through at least fiscal year 2010, given the developmental nature of our business. We have only recently begun to accumulate an inventory of golf-related merchandise for sale and have not yet developed any advertising or marketing campaign to generate awareness of our brand and website. We believe that our cash on hand as of December 31, 2009, in the amount of $264, is insufficient to maintain our operations for the next approximately 12 months. If we do not generate sufficient revenues and cash flows to support our operations over the next 12 months, or if our costs of operations increase unexpectedly, we may need to raise capital by conducting additional issuances of our equity or debt securities for cash. We cannot assure yo u that any financing can be obtained or, if obtained, that it will be on reasonable terms. As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.
Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.
No development related expenses have been or will be paid to our affiliates.
Our management does not expect to incur research and development costs.
We do not have any off-balance sheet arrangements.
We currently do not own any significant plant or equipment that we would seek to sell in the near future.
12
We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.
We currently do not have any material contracts and or affiliations with third parties.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following documents (pages F-1 to F-12) form part of the report on the Financial Statements
| PAGE | |
13
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders
Coyote Hills Golf, Inc.
Mesa, AZ
We have audited the accompanying balance sheets of Coyote Hills Golf, Inc. (A Development Stage Enterprise) as of December 31, 2009 and 2008, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended and from inception (January 8, 2007) to December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Coyote Hills Golf, Inc. (A Development Stage Enterprise) as of December 31, 2009 and 2008, and the results of their operations and cash flows for the years then ended and from inception (January 8, 2007) to December 31, 2009 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
March 16, 2010
2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 563-1600 ● Facsimile (702) 920-8049
F1
14
Coyote Hills Golf, Inc.
(a Development Stage Company)
Balance Sheets
| December 31, 2009 | December 31, 2008 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 264 | $ | 3,203 | ||||
| Inventory | 1,051 | 2,996 | ||||||
| Prepaid expenses and current deposits | 1,034 | 750 | ||||||
| Total current assets | 2,349 | 6,949 | ||||||
| Fixed assets, net of accumulated depreciation of $530 | ||||||||
| and $181 as of 12/31/09 and 12/31/08, respectively | 519 | 868 | ||||||
| Total assets | $ | 2,868 | $ | 7,817 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 500 | $ | 109 | ||||
| Total current liabilities | 500 | 109 | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $0.001 par value, 100,000,000 shares | ||||||||
| authorized, no shares issued and outstanding | - | - | ||||||
| Common stock, $0.001 par value, 100,000,000 shares | ||||||||
| authorized, 11,100,000 and 10,300,000 shares | ||||||||
| issued and outstanding as of 12/31/09 and 12/31/08 | 11,100 | 11,100 | ||||||
| Additional paid-in capital | 61,075 | 53,675 | ||||||
| (Deficit) accumulated during development stage | (69,807 | ) | (57,067 | ) | ||||
| Total stockholders’ equity | 2,368 | 7,708 | ||||||
| Total liabilities and stockholders’ equity | $ | 2,868 | $ | 7,817 | ||||
The accompanying notes are an integral part of these financial statements.
F2
15
Coyote Hills Golf, Inc.
(a Development Stage Company)
Statements of Operations
| For the years ended | January 8, 2007 | |||||||||||
| December 31, | (Inception) to | |||||||||||
| 2009 | 2008 | December 31, 2009 | ||||||||||
| Revenue | $ | - | $ | 510 | $ | 510 | ||||||
| Cost of sales | - | 491 | 491 | |||||||||
| Gross profit | - | 19 | 19 | |||||||||
| Expenses: | ||||||||||||
| Depreciation expense | 349 | 181 | 530 | |||||||||
| Executive compensation | - | - | 10,000 | |||||||||
| General and administrative expenses | 12,341 | 37,886 | 59,201 | |||||||||
| Total expenses | 12,690 | 38,067 | 69,731 | |||||||||
| Loss before provision for income taxes | (12,690 | ) | (38,048 | ) | (69,712 | ) | ||||||
| Provision for income taxes | (50 | ) | (45 | ) | (95 | ) | ||||||
| Net loss | $ | (12,740 | ) | $ | (38,093 | ) | $ | (69,807 | ) | |||
| Weighted average number of | ||||||||||||
| common shares outstanding - basic | 11,100,000 | 10,818,033 | ||||||||||
| Net loss per share-basic | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
The accompanying notes are an integral part of these financial statements.
F3
16
Coyote Hills Golf, Inc.
(a Development Stage Company)
Statements of Stockholders’ Equity
| (Deficit) | ||||||||||||||||||||||||
| Additional | Accumulated | Total | ||||||||||||||||||||||
| Common Stock | Paid-in | Subscriptions | During | Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Receivable | Stage | Equity | |||||||||||||||||||
| January 12, 2007 | ||||||||||||||||||||||||
| Additional paid-in capital | - | $ | - | $ | 175 | $ | - | $ | - | $ | 175 | |||||||||||||
| January 12, 2007 | ||||||||||||||||||||||||
| Founders’ shares | ||||||||||||||||||||||||
| issued for services | ||||||||||||||||||||||||
| $0.001 per share | 10,000,000 | 10,000 | - | - | - | 10,000 | ||||||||||||||||||
| February 8, 2007 | ||||||||||||||||||||||||
| Additional paid-in capital | - | - | 100 | - | - | 100 | ||||||||||||||||||
| March 28, 2007 | ||||||||||||||||||||||||
| Subscriptions receivable | ||||||||||||||||||||||||
| $0.05 per share | 300,000 | 300 | 14,700 | (15,000 | ) | - | - | |||||||||||||||||
| April 3, 2007 | ||||||||||||||||||||||||
| Subscriptions receivable | - | - | - | 15,000 | - | 15,000 | ||||||||||||||||||
| Net loss | - | - | - | - | (18,974 | ) | (18,974 | ) | ||||||||||||||||
| Balance, December 31, 2007 | 10,300,000 | $ | 10,300 | $ | 14,975 | $ | 15,000 | $ | (18,974 | ) | $ | 6,301 | ||||||||||||
| May 8, 2008 | ||||||||||||||||||||||||
| Issued for cash | ||||||||||||||||||||||||
| $0.05 per share | 800,000 | 800 | 38,700 | - | - | 39,500 | ||||||||||||||||||
| Net loss | - | - | - | - | (38,093 | ) | (38,093 | ) | ||||||||||||||||
| Balance, December 31, 2008 | 11,100,000 | $ | 11,100 | $ | 53,675 | $ | - | $ | (57,067 | ) | $ | 7,708 | ||||||||||||
| Donated capital | - | - | 7,400 | - | - | 7,400 | ||||||||||||||||||
| Net loss | - | - | - | - | (12,740 | ) | (12,740 | ) | ||||||||||||||||
| Balance, December 31, 2009 | 11,100,000 | $ | 11,100 | $ | 61,075 | $ | - | $ | (69,807 | ) | $ | 2,368 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
F4
17
Coyote Hills Golf, Inc.
(a Development Stage Company)
Statements of Cash Flows
| For the years ended | January 8, 2007 | |||||||||||
| December 31, | (Inception) to | |||||||||||
| 2009 | 2008 | December 31, 2009 | ||||||||||
| Operating activities | ||||||||||||
| Net loss | $ | (12,740 | ) | $ | (38,093 | ) | $ | (69,807 | ) | |||
| Adjustments to reconcile net loss to | ||||||||||||
| net cash (used) by operating activities: | ||||||||||||
| Shares issued for executive compensation | - | - | 10,000 | |||||||||
| Depreciation expense | 349 | 181 | 530 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| (Increase) in prepaid expenses and deposits | (284 | ) | - | (1,034 | ) | |||||||
| (Increase) in inventory | 1,945 | (2,996 | ) | (1,051 | ) | |||||||
| (Decrease) increase in accounts payable | 391 | (9 | ) | 500 | ||||||||
| Net cash used by operating activities | (10,339 | ) | (40,917 | ) | (60,862 | ) | ||||||
| Investing activities | ||||||||||||
| Purchase of fixed assets | - | (1,049 | ) | (1,049 | ) | |||||||
| Net cash used by investing activities | - | (1,049 | ) | (1,049 | ) | |||||||
| Financing activities | ||||||||||||
| Donated capital | 7,400 | - | 7,675 | |||||||||
| Issuances of common stock | - | 39,500 | 54,500 | |||||||||
| Net cash provided by investing activities | 7,400 | 39,500 | 62,175 | |||||||||
| Net increase (decrease) in cash | (2,939 | ) | (2,466 | ) | 264 | |||||||
| Cash – beginning | 3,203 | 5,669 | - | |||||||||
| Cash – ending | $ | 264 | $ | 3,203 | $ | 264 | ||||||
| Supplemental disclosures | ||||||||||||
| Interest paid | $ | - | $ | - | $ | - | ||||||
| Income taxes paid | $ | - | $ | - | $ | - | ||||||
| Non-cash transactions | ||||||||||||
| Shares issued for executive compensation | $ | - | $ | - | $ | 10,000 | ||||||
| Number of shares issued for executive compensation | - | - | 10,000,000 | |||||||||
The accompanying notes are an integral part of these financial statements.
F5
18
Coyote Hills Golf, Inc.
(a Development Stage Company)
Notes to Financial Statements
Note 1 – History and organization of the company
The Company was organized January 8, 2007 (Date of Inception) under the laws of the State of Nevada, as Coyote Hills Golf, Inc. The Company is authorized to issue up to 100,000,000 shares of its common stock with a par value of $0.001 per share.
The business of the Company is to sell golf apparel and equipment via the Internet. The Company has limited operations and in accordance with FASB ASC 915-10, “Development Stage Entities,” the Company is considered a development stage company.
Note 2 – Accounting policies and procedures
Year end
The Company has adopted December 31 as its fiscal year end.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2009 and 2008.
| Concentrations of Risks: Cash Balances |
The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). This government corporation insured balances up to $100,000 through October 13, 2008. As of October 14, 2008 all non-interest bearing transaction deposit accounts at an FDIC-insured institution, including all personal and business checking deposit accounts that do not earn interest, are fully insured for the entire amount in the deposit account. This unlimited insurance coverage is temporary and will remain in effect for participating institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, will return to at least $100,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor.
Inventory
Inventories consist of merchandise held for sale in the ordinary course of business, including cost of freight and other miscellaneous acquisition costs, and are stated at the lower of cost, or market determined on the first-in-first-out basis. The Company records a write-down for inventories which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each period that considers multiple factors including demand forecasts, market conditions, product life cycle status, product development plans and current sales levels. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen changes negatively impact the utility of the Company’s inventory, it may be required to r ecord additional write-downs which would negatively impact gross margins in the period when the write-downs are recorded. If actual market conditions are more favorable, the Company may have higher gross margins when products incorporating inventory that was previously written down are sold. All of the inventory is finished goods ready for sale.
F6
19
Coyote Hills Golf, Inc.
(a Development Stage Company)
Notes to Financial Statements
Note 2 – Accounting policies and procedures (continued)
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized.
Revenue recognition
The Company recognizes revenue and gains when earned and related costs of sales and expenses when incurred.
Advertising costs
The Company expenses all costs of advertising and merchandising allowance as incurred. As of December 31, 2009 and 2008, the total merchandising allowance incurred by the Company was $1,945 and $631, respectively.
Cost of Goods Sold
Cost of goods sold consists of the purchase price of products sold, inbound and outbound shipping charges, packaging supplies and costs associated with revenues and marketplace business. The purchase price of the products, outbound shipping charges and the cost of tangible supplies used to package products for shipment to customers totaled $0 and $491 during the years ended December 31, 2009 and 2008, respectively.
Loss per share
Net loss per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of December 31, 2009 and 2008.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2009 and 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Income Taxes
The Company follows FASB ASC 740-10, “Income Taxes” for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are i ncluded in the provision for deferred income taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
General and administrative expenses
The significant components of general and administrative expenses consist solely of legal and professional fees.
F7
20
Coyote Hills Golf, Inc.
(a Development Stage Company)
Notes to Financial Statements
| Dividends |
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.
Recent pronouncements
In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 105-10, “Generally Accepted Accounting Principles.” FASB ASC 105-10 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. FASB ASC 105-10 will be effective for financial statements issued for reporting periods that end after September 15, 2009.
In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 810-10, “Consolidation”. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt FASB ASC 810-10 in fiscal 2010. The Company does not expect that the adoption of FASB ASC 810-10 will have a material impact on the financial statements.
In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 860-10, “Transfers of and Servicing”, which eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. FASB ASC 860-10 is effective for fiscal years beginning after November 15, 2009. The Company will adopt FASB ASC 860-10 in fiscal 2010. The Company does not expect that the adoption of FASB ASC 860-10 will have a material impact on the financial statements.
In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10 “Subsequent Events,” FASB ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC 855-10 applies to both interim financial statements and annual financial statements. FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009. FASB ASC 855-10 did not have a material impact on our financial statements.
Note 3 - Going concern
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
F8
21
Coyote Hills Golf, Inc.
(a Development Stage Company)
Notes to Financial Statements
Note 4 – Fixed assets
Fixed assets consisted of the following:
| December 31, | ||||||||
| 2009 | 2008 | |||||||
| Computer equipment | $ | 1,049 | $ | 1,049 | ||||
| Accumulated depreciation | (530 | ) | (181 | ) | ||||
| $ | 519 | $ | 868 | |||||
During the years ended December 31, 2009 and 2008, the Company recorded depreciation expense of $349 and $181, respectively.
Note 5 – Income taxes
For the years ended December 31, 2009 and 2008, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At December 31, 2009 and 2008, the Company had approximately $69,807 and $57,067 of federal and state net operating losses, respectively. The net operating loss carryforwards, if not utilized, will begin to expire in 2027. The provision for income taxes consisted of the following components for the year ended December 31:
Components of net deferred tax assets, including a valuation allowance, are as follows at December 31:
| December 31, | ||||||||
| 2009 | 2008 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | 24,432 | 19,973 | ||||||
| Valuation allowance | (24,432 | ) | (19,973 | ) | ||||
| Total deferred tax assets | $ | -0- | $ | -0- | ||||
The valuation allowance for deferred tax assets as of December 31, 2009 and 2008 was $24,432 and $19,973, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2009 and 2008, and recorded a full v aluation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2009:
| 2009 & 2008 | ||||
| Federal statutory tax rate | (35.0 | )% | ||
| Permanent difference and other | 35.0 | % | ||
F9
22
Coyote Hills Golf, Inc.
(a Development Stage Company)
Notes to Financial Statements
Note 6 – Stockholders’ equity
The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock.
On January 12, 2007, an officer and director of the Company paid for incorporation fees on behalf of the Company in the amount of $175. The entire amount is not expected to be repaid and is considered to be additional paid-in capital.
On January 12, 2007, the Company issued 10,000,000 shares of its $0.001 par value common stock as founders’ shares to its two officers and directors in exchange for services rendered in the amount of $10,000.
On February 8, 2007, an officer and director of the Company donated cash in the amount of $100. The entire amount is considered to be additional paid-in capital.
On March 28, 2007, the Company issued 300,000 shares of its $0.001 par value common stock for subscriptions receivable of $15,000 in a private transaction to one shareholder. In April 2007, the subscriptions receivable was satisfied and the entire $15,000 was received in cash.
On May 8, 2008, the Company completed a public offering, whereby it sold 800,000 shares of its par value common stock for total gross cash proceeds in the amount of $40,000. Total offering costs related to this issuance was $500.
Through the year ended December 31, 2009, an officer and director of the Company donated cash in the amount of $7,400. The entire amount is considered to be additional paid-in capital.
As of December 31, 2009, there have been no other issuances of common stock.
Note 7 – Warrants and options
As of December 31, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.
Note 8 – Related party transactions
On January 12, 2007, an officer and director of the Company paid for incorporation fees on behalf of the Company in the amount of $175. The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.
On January 12, 2007, the Company issued 10,000,000 shares of its $0.001 par value common stock as founders’ shares to its two officers and directors in exchange for services rendered in the amount of $10,000.
On February 8, 2007, an officer, director and shareholder of the Company donated cash in the amount of $100. The full amount has been donated and is not expected to be repaid and is thus categorized as additional paid-in capital.
The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Note 9 –Subsequent Events
The Company has evaluated subsequent events through March 5, 2010, the date the financial statements were available to be issued. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.
F10
23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain a set of disclosure controls and procedures designed to ensure that information we are required to disclose in reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Based upon their evaluation as of the end of the period covered by this report, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.
Our Board of Directors were advised by De Joya Griffith & Company, LLC, the Company’s independent registered public accounting firm, that during their performance of audit procedures for 2009 De Joya Griffith & Company, LLC identified a material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in the Company’s internal control over financial reporting.
This deficiency consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, the size of the Company prevents us from being able to employ sufficient resources to enable us to have adequate segregation of duties within our internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
| 1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
| 2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
| 3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reportin g. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
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As of December 31, 2009, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material wea knesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2009.
The aforementioned material weakness was identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2009. Management believes that the lack of a functioning audit committee did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.
Management’s Remediation Initiatives
In an effort to remediate the identified material weakness and enhance our internal controls, we plan to establish a formal audit committee of the Board of Directors. We are also seeking at least one additional person to serve as an outside Director, as well as sit on the audit committee, thereby providing oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal year ended December 31, 2009, that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
None.
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PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Coyote Hills Golf, Inc.'s Directors are elected by the stockholders to a term of one (1) year and serve until their successors are elected and qualified. The officers are appointed by the Board of Directors to a term of one (1) year and serves until his/her successor is duly elected and qualified, or until he/she is removed from office. The Board of Directors has no nominating, auditing, or compensation committees.
The names and ages of our directors and executive officers and their positions are as follows:
| Name | Age | Position | ||
| Mitch Powers | 41 | President, CEO and Director | ||
| Stephanie Erickson | 38 | Secretary, Treasurer and Director |
Mitch Powers, President, Chief Executive Officer and Director: Mr. Powers graduated from New Mexico Sate University in 1990 with a Bachelor’s Degree in Business Administration. Upon graduation, he has been the resident golf professional at Red Mountain Ranch Country Club through present.
Stephanie Erickson, Secretary, Treasurer and Director: From 2002 through 2006, Ms. Erickson has volunteered her time at Las Sendas Elementary School in Mesa, Arizona. She has served as Secretary and Vice President of the Parent Teacher Organization, as well as Chairperson of various events and functions. Her responsibilities ranged from administrative duties to the management and oversight of about 60 other volunteers and approximately 1000 attendees. In 2004, Ms. Erickson became a server at Red Mountain Ranch Country Club and was promoted in 2006 to the position of Assistant Food and Beverage Manager.
Family Relationships
None.
Involvement on Certain Material Legal Proceedings During the Last Five Years
No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
No bankruptcy petitions have been filed by or against any business or property of any director, officer, significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.
No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
Audit Committee and Financial Expert
We do not have an Audit Committee. Our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in beneficial ownership of our securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. As a company with securities registered under Section 15(d) of the Exchange Act, our executive officers and directors, and persons who beneficially own more than ten percent of our common stock are not required to file Section 16(a) reports.
Code of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our sole officer and director serves in all the above capacities.
Corporate Governance
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Our directors perform the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company.
Director Nomination Procedures
Nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:
| 1. | Whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to our affairs; |
| 2. | Whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations; |
| 3. | Whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to our current or future business, will add specific value as a Board member; and |
| 4. | Whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service. |
The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2009, we received no recommendation for Directors from our stockholders.
We will consider for inclusion in our nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of our outstanding voting securities for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for our consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to our Secretary at the following address: 711 N. 81st Place, Mesa, Arizona 85207.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the last completed fiscal years ended December 31, 2009 and 2008 the cash compensation paid by the Company, as well as certain other compensation paid with respect to those years and months, to the Chief Executive Officer and, to the extent applicable, each of the three other most highly compensated executive officers of the Company in all capacities in which they served:
| Summary Compensation Table | |||||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compen-sation ($) | Non-qualified Deferred Compen-sation Earnings ($) | All Other Compen-sation ($) | Total ($) | ||||||||||||||||||||||||
| Mitch Powers | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| President | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Stephanie Erickson | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Secretary and Treasurer | 2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
Directors' Compensation
Our directors are not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses. We have no formal or informal arrangements or agreements to compensate our directors for services they provide as a director of our company.
Employment Contracts and Officers' Compensation
Since our incorporation, we have not paid any compensation to our officers, directors and employees. We do not have employment agreements. Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed. We do not currently have plans to pay any compensation until such time as we are cash flow positive.
Stock Option Plan And Other Long-term Incentive Plan
We currently do not have existing or proposed option/SAR grants.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of Coyote Hills Golf, Inc.’s common stock by all persons known by Coyote Hills Golf to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group. Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.
| Title Of Class | Name, Title and Address of Beneficial Owner of Shares(1) | Amount of Beneficial Ownership(2) | Percent of Class | |||
| Common | Mitch Powers, President and CEO | 5,000,000 | 45% | |||
| Stephanie Erickson, Secretary/Treasurer and CFO | 5,000,000 | 45% | ||||
| All Directors and Officers as a group (2 persons) | 10,000,000 | 90% |
Notes:
| 1. | The address for Mitch Powers and Stephanie Erickson is c/o Coyote Hills Golf, Inc., 711 N. 81st Place, Mesa, AZ 85207. |
| 2. | As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security). |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On January 12, 2007, Mitch Powers, our President and Director, paid for incorporation fees in the amount of $175 on our behalf.
On January 12, 2007, we issued 5,000,000 shares of $0.001 par value common stock to Mitch Powers, an officer and director, in exchange for services performed valued at $5,000, related specifically to the formation and organization of our corporation, as well as setting forth a business plan and operational objectives.
On January 12, 2007, we issued 5,000,000 shares of $0.001 par value common stock to Stephanie Erickson, an officer and director, in exchange for services performed valued at $5,000, related specifically to administrative duties performed, as well as executing and implementing our operational goals and processes.
On February 8, 2007, Ms. Erickson donated cash in the amount of $100.
Through the year ended December 31, 2009, Mitch Powers, an officer and director of the Company, donated cash in the amount of $7,400. The entire amount has been donated and is not expected to be repaid.
Additionally, we use office space and services provided without charge by Ms. Erickson, our Secretary, Treasurer and Director.
Director Independence
The Board of Directors has concluded that our directors Mitch Powers and Stephanie Erickson, are not independent in accordance with the director independence standards.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth fees billed to us by our independent auditors for the years ended 2009 and 2008 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.
| SERVICES | 2009 | 2008 | ||||||
| Audit fees | $ | 6,750 | $ | 6,050 | ||||
| Audit-related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total fees | $ | 6,750 | $ | 6,050 | ||||
| Exhibit Number | Name and/or Identification of Exhibit |
| 3 | Articles of Incorporation & By-Laws |
(a) Articles of Incorporation (1) | |
(b) By-Laws (1) | |
| 31 | Rule 13a-14(a)/15d-14(a) Certifications |
| 32 | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350) |
| (1) | Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on August 3, 2007. |
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| COYOTE HILLS GOLF, INC. |
| (Registrant) |
| By: /s/ Mitch Powers, President & CEO |
In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:
| Signature | Title | Date |
| /s/ Mitch Powers | President, CEO and Director | March 25, 2010 |
| Mitch Powers | ||
| /s/ Stephanie Erickson | Chief Financial Officer | March 25, 2010 |
| Stephanie Erickson | ||
| /s/ Stephanie Erickson | Chief Accounting Officer | March 25, 2010 |
| Stephanie Erickson |
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