SB-2 1 chg_sb2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM SB-2


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


COYOTE HILLS GOLF, INC.

(Name of small business issuer in its charter)

 

Nevada

5941

20-8241820

(State or jurisdiction of

 incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)


711 N 81st Place

Mesa, AZ 85207

(480) 335-7351

(Address and telephone number of principal executive offices)

 

711 N 81st Place

Mesa, AZ 85207

(480) 335-7351

(Address of principal place of business or intended principal place of business)

 

Savoy Financial Group, Inc.

6767 W Tropicana Ave, Suite 207

Las Vegas NV 89103

(702) 248-1027

(Name, address and telephone number of agent for service)

 

Copies to:

Randall V. Brumbaugh

417 W. Foothill Blvd., PMB B-175

Glendora, CA 91741

(626) 335-7750


Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

________________________________________________________________________________________________________________________

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ] ________________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ] ________________________________________________________________________________________________________________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [  ] ________________________________________________________________________________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [  ]

________________________________________________________________________________________________________________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. [X]


CALCULATION OF REGISTRATION FEE


Tile of each class of

 securities to be registered

Amount of Shares to

be Registered

Proposed maximum

offering price per share

Proposed maximum

aggregate offering price

Amount of

registration fee

Common Stock

2,000,000

$0.05 (1)

$100,000.00

$10.70


(1)

Estimated solely for the purpose of calculating the amount of the registration fee.


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.





 

 

Prospectus

COYOTE HILLS GOLF, INC.


2,000,000 shares of common stock

$0.05 per share


Coyote Hills Golf, Inc. is offering on a best-efforts basis a minimum of 500,000 and up to 2,000,000 shares of common stock at a price of $0.05 cents per share.  The shares are intended to be sold directly through the efforts of Mitch Powers and Stephanie Erickson, our officers and directors.  The intended methods of communication include, without limitation, telephone and personal contact.  For more information, see “Plan of Distribution” on page 11.


The proceeds from the sale of the shares in this offering will be payable to William F. Doran Trust Account fbo Coyote Hills Golf.  All subscription funds will be held in the Escrow Account pending the achievement of the minimum offering and no funds shall be released to Coyote Hills Golf, Inc. until such a time as the minimum proceeds are raised.  If the minimum offering is not achieved within 365 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees.  See “Plan of Distribution.”


The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed or (ii) 365 days from the date of this prospectus.  We will not extend the offering period beyond 365 days from the effective date of the prospectus.


Prior to this offering, there has been no public market for our common stock.  


This investment involves a high degree of risk.  You should purchase shares only if you can afford a complete loss of your investment.  See “Risk Factors” starting on page 6.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.


Offered by the

 Issuer

Number of

Shares

Offering Price

Underwriting Discounts &

Commissions

(See "Plan of Distribution"

beginning on page 11)

Proceeds to the Company

Per Share

1

$0.05

$0.00

$0.05

Total Minimum

500,000

$25,000.00

$0.00

$25,000.00

Total Maximum

2,000,000

$100,000.00

$0.00

$100,000.00


The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


Coyote Hills Golf, Inc. does not plan to use this offering prospectus before the effective date.


The date of this Prospectus is July 31, 2007





1




 

TABLE OF CONTENTS


 

  PAGE

PART I: INFORMATION REQUIRED IN PROSPECTUS

3

  Summary Information and Risk Factors

3

  Use of Proceeds

11

  Determination of Offering Price

11

  Dilution

12

  Plan of Distribution

12

  Legal Proceedings

13

  Directors, Executive Officers, Promoters and Control Persons

14

  Security Ownership of Certain Beneficial Owners and Management

15

  Description of Securities

15

  Interest of Named Experts and Counsel

17

  Disclosure of Commission Position of Indemnification for Securities Act Liabilities

17

  Organization Within Last Five Years

17

  Description of Business

17

  Management's Discussion and Plan of Operation

20

  Description of Property

23

  Certain Relationships and Related Transactions

23

  Market for Common Equity and Related Stockholder Matters

23

  Executive Compensation

24

  Financial Statements

25

  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

36

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

II 1

  Indemnification of Directors and Officers.

II 1

  Other Expenses of Issuance and Distribution.

II 1

  Recent Sales of Unregistered Securities.

II 1

  Exhibits

II 2

  Undertakings

II 2

SIGNATURES

II 3






2




 

PART I: INFORMATION REQUIRED IN PROSPECTUS


Summary Information and Risk Factors


The Company


We were originally incorporated in the State of Nevada on January 8, 2007.  We are a development stage company focused on selling golf apparel, equipment and training aids to enthusiasts via the Internet.  To date, we have begun to implement our business plan but have not commenced our planned principal operations and have no significant assets.  Our operations have been devoted primarily to startup and development activities, which include the formation of our corporate identity, obtaining seed capital through sales of our equity securities and reserving a web domain name at www.coyotehillsgolf.net.


Since our inception on January 8, 2007 to March 31, 2007, we have not generated any revenues and have incurred a net loss of $10,190.  If we do not raise at least the minimum offering amount of $25,000, we will be unable to establish a base of operations, without which we will be unable to begin to generate any revenues.  It is hoped that we will begin to generate revenues within the next 12 months, of which there can be no guarantee.  The realization of sales revenues in the next 12 months is important for our plan of operations.  However, we cannot guarantee that we will generate such growth.  If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to stay in business.


Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part.  Our ability to achieve our operational goals and commence our planned principal operations is entirely dependent upon the proceeds to be raised in this offering.  


We are attempting to build Coyote Hills Golf into a fully operational company.  In order to do so and begin generating revenues, we must:


1.

Develop and publish our website:  We have reserved the domain name www.CoyoteHillsGolf.net, and are working to develop content to publish on the website.  We expect to operate solely as an online business, whereby our proposed website will be the sole method through which we will realize sales and all of our marketing activities will be conducted via the Internet.  Thus, we believe this site is critical to reaching prospective customers and for generating awareness of our brand.  Unfortunately, at this time our website is only in the conceptual development stage.  Until we publish a website, we will be unable to generate brand awareness or effect sales.


2.

Identify product manufacturers and suppliers:  Our objective is to become an online retailer of golf hard goods and apparel.  In order to generate sales, we must purchase inventory of saleable products.  We will not manufacture or produce any golf merchandise internally.  We plan to outsource the printing and/or manufacture of any such garments and will not produce any item in-house.  We expect to rely solely upon the efforts of outside sources to develop and manufacture all products.  All products will be purchased from third-party manufacturers or distributors.  We are in the process of identifying such suppliers, and have not made any determination which, if any, we will contact.  We are still in the development stage, and we do not have any saleable inventory and have not yet identified any specific products, manufacturers or suppliers.


We currently have two officers and directors, Mitch Powers and Stephanie Erickson, both of whom also act as employees.  These individuals work for us on a part-time basis.  


As of the date of this prospectus, Coyote Hills Golf has 10,300,000 shares of $0.001 par value common stock issued and outstanding.


Coyote Hills Golf’s administrative office is located at 711 N. 81st Place, Mesa, AZ 85207.


Our fiscal year end is December 31.


3





The Offering


Coyote Hills Golf, Inc. is offering, on a best-efforts, self-underwritten basis, a minimum of 500,000 and a maximum of 2,000,000 shares of the common stock at a price of $0.05 cents per share.  The proceeds from the sale of the shares by the Issuer in this offering will be payable to “William F. Doran Trust Account fbo Coyote Hills Golf” and will be deposited in a non-interest bearing bank account until the minimum offering proceeds are raised.  All subscription agreements and checks are irrevocable and should be delivered to William F. Doran, Attorney at Law.  Failure to do so will result in checks being returned to the investor who submitted the check.  


All subscription funds will be held in escrow pending the achievement of the minimum offering and no funds shall be released to Coyote Hills Golf until such a time as the minimum proceeds are raised (see “Plan of Distribution”).  Any additional proceeds received after the minimum offering is achieved will be immediately released to us.  The offering shall terminate on the earlier of (i) the date when the sale of all 2,000,000 shares is completed or (ii) 365 days from the date of this prospectus.  If the minimum offering is not achieved within 365 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees.  Coyote Hills Golf will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within 30 days of the close of the offering.


The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.


Coyote Hills Golf, Inc. will apply the proceeds from the offering to pay for inventory, website development & maintenance, marketing, office supplies and equipment and general working capital.


Coyote Hills Golf, Inc.'s Transfer Agent is Holladay Stock Transfer, 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.


The purchase of the common stock in this offering involves a high degree of risk.  The common stock offered in this prospectus is for investment purposes only and currently no market for our common stock exists.  Please refer to "Risk Factors" on page 6 and "Dilution" on page 11 before making an investment in our stock.


Summary Financial Information


The summary financial data are derived from the historical financial statements of Coyote Hills Golf.  This summary financial data should be read in conjunction with "Management's Discussion and Plan of Operations" as well as the historical financial statements and the related notes thereto, included elsewhere in this prospectus.





4




 

Balance Sheet Data


 

March 31,

 

2007

ASSETS

 

Current assets

 

   Cash and equivalents

$  85

   Subscriptions receivables

15,000

      Total current assets

15,085

   

Total assets

$  15,085

  
  

LIABILITIES AND STOCKHOLDERS’ EQUITY

 
  

Stockholders’ equity

 

   Common stock

10,000

   Additional paid-in capital

275

   Common stock subscribed

15,000

   (Deficit) accumulated during development stage

(10,190)

      Total stockholders’ equity

15,085

  

Total liabilities and stockholders’ equity

$  15,085


Statements of Operations Data


 

For the period

January 8, 2007

 

ended

(Inception) to

 

March 31, 2007

March 31, 2007

 

 

 
Revenue

$  -

$  -

 

 

 
Expenses:

 

 
Executive compensation

10,000

10,000

General and administrative expenses

190

190

Total expenses

10,190

10,190

Net (loss)

$  (10,190)

 
Net (loss) per share

$  (0.00)

$  (10,190)


Risk Factors


Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means.  Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.


Investors may lose their entire investment if we fail to implement our business plan.


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.  To date, we have not generated any revenues, have not purchased any inventory, have not developed a marketing plan and may incur losses in the foreseeable future.  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.


5





If we are unable to continue as a going concern, investors may face a complete loss of their investment.


We have yet to commence our planned merchandising operations.  As of the date of this Prospectus, we have had only limited start-up operations and generated no revenues.  Taking these facts into account, our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern in the independent registered public accounting firm’s report to the financial statements included in the registration statement, of which this prospectus is a part.  If our business fails, the investors in this offering may face a complete loss of their investment.


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 offer and sell the shares in this offering and 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, Mr. Powers and Ms. Erickson are both currently employed by Red Mountain Ranch Country Club.  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.


Coyote Hills Golf 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 cash 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.  A possibility of such outcome presents a risk of complete loss of investment in our common stock.


Because of competitive 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 expect 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.  



6





We may be unable to generate sales without sales, marketing or distribution capabilities.


We have not commenced our planned business of selling golf-related apparel, equipment and supplies and do not have any sales, marketing or distribution capabilities.  We cannot guarantee that we will be able to develop a sales and marketing plan or to develop an effective chain of distribution.  In the event we are unable to successfully implement these objectives, we may be unable to generate sales and operate as a going concern.


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 often are made in advance of distribution, and thus, 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 expectations.


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 that 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.


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.



7




 

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.


If our computer systems and Internet infrastructure fail, we will be unable to conduct our business.


The performance of computer hardware and the Internet infrastructure will be critical to our business and reputation, as well as our ability to attract web users, new customers and commerce partners.  Any system failure that causes an interruption in service or a decrease in responsiveness of our proposed web site could result in an impairment of traffic on that web site and, if sustained or repeated, could materially harm our reputation and the attractiveness of our brand name.  The servers we may use could be vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering.  The occurrence of any of these events could result in interruptions, delays or cessation in services, which could have a material adverse effect on our business, result of operations and financial condition.  Any damage or failure that interrupts or delays our operations could have a material adverse effect on our business, result of operations and financial condition.  To the extent that we do not effectively address any capacity constraints, such constraints would have a material adverse effect on its business, result of operations and financial condition.


Investors will have limited control over decision-making because our officers and directors, Mitch Powers and Stephanie Erickson, control the majority of our issued and outstanding common stock.


Mitch Powers and Stephanie Erickson, both of whom are executive officers, employees and directors, collectively beneficially owns 97% of our issued and outstanding common stock.  As a result of such ownership, investors in this offering will have limited control over matters requiring approval by our security holders, including the election of directors.  Assuming the minimum amount of shares of this offering is sold, our officers and directors would retain approximately 93% ownership in our common stock.  In the event the maximum offering is attained, our officers and directors will continue to own approximately 81% of our outstanding common stock.  Such concentrated control may also make it difficult for our stockholders to receive a premium for their shares of our common stock in the event we enter into transactions which require stockholder approval.  In addition, certain provisions of Nevada law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.  For example, Nevada law provides that not less than two-thirds vote of the stockholders is required to remove a director, which could make it more difficult for a third party to gain control of our Board of Directors.  This concentration of ownership limits the power to exercise control by the minority shareholders.


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 Mr. Powers or Ms. Erickson to other pursuits without a sufficient warning we may, consequently, go out of business.


8





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 that 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.


Certain Nevada corporation law provisions could prevent a potential takeover, which could adversely affect the market price of our common stock.


We are incorporated in the State of Nevada.  Certain provisions of Nevada corporation law could adversely affect the market price of our common stock.  Because Nevada corporation law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire control of us.  Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to elect directors other than the candidate or candidates nominated by our board of directors.


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.


You may not be able to sell your shares in our company because there is no public market for our stock.


There is no public market for our common stock.  A significant majority of our currently issued and outstanding common stock is currently held by our two officers, employees and directors, Mr. Powers and Ms. Erickson.  Therefore, the current and potential market for our common stock is limited.  In the absence of being listed, no market is available for investors in our common stock to sell their shares.  We cannot guarantee that a meaningful trading market will develop.


If our stock ever becomes tradable, of which we cannot guarantee success, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.  In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.


Investors may have difficulty liquidating their investment because our stock will be subject to penny stock regulation.


The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.


9




 

Investors in this offering will bear a substantial risk of loss due to immediate and substantial dilution


Mitch Powers and Stephanie Erickson, both of whom serve as our executive officers and directors, each acquired 5,000,000 shares of our common stock at a price per share of $0.001.  Upon the sale of the common stock offered hereby, the investors in this offering will pay a price per share that substantially exceeds the value of our assets after subtracting liabilities and will experience an immediate and substantial “dilution.”  Therefore, the investors in this offering will bear a substantial portion of the risk of loss.  Additional sales of our common stock in the future could result in further dilution.  Please refer to “Dilution” on page 11.


All of our issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended.  When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.


All of the presently outstanding shares of common stock, aggregating 10,300,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available.  Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale.  Sales of shares by our shareholders, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of our common stock in any market that might develop.


Special note regarding forward-looking statements


This prospectus 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 proposed services and the products we expect to market, our ability to establish a 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 prospectus, 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.



10




 

Use of Proceeds


Coyote Hills Golf is offering for sale to the public up to 2,000,000 shares of its common stock, the net proceeds of which will be retained by us.  Without realizing the minimum offering proceeds of $25,000, we will not be able to commence planned operations and implement our business plan.  The table below lists intended uses of proceeds indicating the amount to be used for each purpose and the priority of each purpose, if all of the securities are not sold.  The timing of the use of proceeds will be in our sole discretion.


 

Minimum

50% of Maximum

75% of Maximum

Maximum

 

$

%

$

%

$

%

$

%

OFFERING PROCEEDS

25,000

100.00%

50,000

100.00%

75,000

100.00%

100,000

100.00%

         

OFFERING EXPENSES(1)

        

Total offering expenses

0

0.00%

0

0.00%

0

0.00%

0

0.00%

         

Net proceeds from offering

25,000

100.00%

50,000

100.00%

75,000

100.00%

100,000

100.00%

         

USE OF NET PROCEEDS

        

Accounting

10,000

40.00%

10,000

20.00%

10,000

13.33%

10,000

10.00%

Advertising & marketing

4,000

16.00%

5,000

10.00%

7,500

10.00%

10,000

10.00%

Inventory

2,000

8.00%

7,500

15.00%

10,000

13.33%

15,000

15.00%

Legal & professional

5,000

20.00%

5,000

10.00%

5,000

6.67%

5,000

5.00%

Office supplies

1,000

4.00%

4,000

8.00%

7,000

9.33%

7,000

7.00%

Website services

3,000

12.00%

5,000

10.00%

7,500

10.00%

10,000

10.00%

Working capital

0

0.00%

13,500

27.00%

28,000

37.33%

43,000

43.00%

         

Total use of net proceeds

25,000

100.00%

50,000

100.00%

75,000

100.00%

100,000

100.00%

         

1.  The offering expenses will be paid by us using funds borrowed from in a debt offering conducted by us on August 23, 2006.  For details, see “Management’s Discussion and Plan of Operation” on page 23.

2.  The category of General Working Capital may include printing costs, postage, telephone services, overnight services and other operating expenses.


Determination of Offering Price


The offering price of the common stock of $0.05 per share has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to Coyote Hills Golf’s assets, book value, historical earnings or net worth.  In determining the offering price, Coyote Hills Golf considered such factors as the prospects, if any, for similar companies, our anticipated results of operations, our present financial resources and the likelihood of acceptance of this offering.  No valuation or appraisal has been prepared for our business.  We cannot assure you that a public market for our securities will develop and continue or that the securities will ever trade at a price higher than the offering price.



11




 

Dilution


"Dilution" represents the difference between the offering price and the net book value per share of common stock immediately after completion of the offering.  "Net Book Value" is the amount that results from subtracting the total liabilities of Coyote Hills Golf, Inc. from total assets.  In this offering, the level of dilution is substantial as a result of the low book value of Coyote Hills Golf’s issued and outstanding stock.  The following table illustrates the dilution to the purchasers of the shares in this offering:


 

Assuming the sale of:

Minimum Offering

Maximum Offering

Offering price per share

$0.05

$0.05

Net tangible book value per share per share before offering

$0.0015

$0.0015

Increase attributable to existing shareholders

$0.0022

$0.0079

Net tangible book value per share per share after offering

$0.0037

$0.0094

Per share dilution

$0.0463

$0.0406

Dilution %

92.58%

81.29%


Plan of Distribution


There is no public market for our common stock.  Our common stock is currently held by two shareholders.  Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited.  To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association.  We have not identified or approached any broker/dealers with regard to assisting us to apply for such listing.  We are unable to estimate when we expect to undertake this endeavor.  In the absence of being listed, no market is available for investors in our common stock to sell their shares.  We cannot guarantee that a meaningful trading market will develop.  


If the stock ever becomes tradable, the trading price of Coyote Hills Golf’s common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.  As a result, investors may be unable to sell their shares at or greater than the price at which they are being offered.


Coyote Hills Golf, Inc. is offering up to 2,000,000 shares of common stock on a best efforts basis utilizing the efforts of Mr. Powers and Ms. Erickson, our executive officers.  Potential investors include family, friends and acquaintances of both Mr. Powers and Ms. Erickson.  The intended methods of communication include, without limitation, telephone and personal contact.  In their endeavors to sell this offering, Mr. Powers and Ms. Erickson do not intend to use any mass advertising methods such as the Internet or print media.


Funds received by the sales agents in connection with sales of our securities will be transmitted immediately into our escrow account until the minimum sales threshold is reached.  There can be no assurance that all, or any, of the shares will be sold.  


Neither Mr. Powers and Ms. Erickson will receive commissions for any sales he/she originates on our behalf.  We believe that both Mr. Powers and Ms. Erickson are exempt from registration as brokers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934.  In particular, both Mr. Powers and Ms. Erickson:


1.

Are not subject to a statutory disqualification, as that term is defined in Section 3(a)39 of the Act, at the time of their participation; and


2.

Are not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and


3.

Are not an associated person of a broker or dealer; and


4.

Meet the conditions of the following:


12





a.

Primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and


b.

Were not brokers or dealers, or associated persons of a broker or dealer, within the preceding 12 months; and


c.

Did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of this section, except that for securities issued pursuant to rule 415 under the Securities Act of 1933, the 12 months shall begin with the last sale of any security included within one rule 415 registration.


Our officers and directors may not purchase any securities in this offering.


There can be no assurance that all, or any, of the shares will be sold.  As of the date of this prospectus, we have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent.  However, if we were to enter into such arrangements, we will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.


In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which we have complied.  The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available.  As of the date of this prospectus, we have not identified the specific states, where the offering will be sold.  We will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.


The proceeds from the sale of the shares in this offering will be payable to William F. Doran Trust Account fbo Coyote Hills Golf (“Escrow Account”).  All subscription agreements and checks should be delivered to William F. Doran.  Failure to do so will result in checks being returned to the investor, who submitted the check.  All subscription funds will be held in the Escrow Account pending achievement of the minimum offering and no funds shall be released to us until such a time as the minimum proceeds are raised.  The escrow agent will continue to receive funds and perform additional disbursements until either the maximum offering is achieved or a period of 365 days from the effective date of this offering, whichever event happens first.  Thereafter this agreement shall terminate.  If the minimum offering is not achieved within 365 days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees.  The offering will not be extended beyond 365 days from the effective date of this registration statement, of which this prospectus is a part.  The fee of the Escrow Agent is $500.00.  (See Exhibit 99(a).)


Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99(b)) and sending it together with payment in full to William Doran, Attorney at Law, 1717 E. Bell Road, Suite 1, Phoenix, AZ 85022.  All payments must be made in United States currency either by personal check, bank draft, or cashiers check.  There is no minimum subscription requirement.  An investors' failure to pay the full subscription amount will entitle us to disregard the investors' subscription.  All subscription agreements and checks are irrevocable.  We reserve the right to either accept or reject any subscription.  Any subscription rejected within this 30-day period will be returned to the subscriber within five business days of the rejection date.  Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber.  Once we accept a subscription, the subscriber cannot withdraw it.


Legal Proceedings


Our officers, employees and directors have not been convicted in a criminal proceeding, exclusive of traffic violations.


Our officers, employees and directors have not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.


Our officers, employees and directors have not been convicted of violating a federal or state securities or commodities law.


13





There are no pending legal proceedings against us.


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.


Directors, Executive Officers, Promoters and Control Persons


Directors are elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified.  Officers are appointed by the Board of Directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.  The Board of Directors has no nominating, auditing or compensation committees.


The following table sets forth certain information regarding our executive officers and directors as of the date of this prospectus:


Name

Age

Position

Period of Service (1)

    

Mitch Powers (2)

40

President, CEO and Director

January 2007 - 2008

    

Stephanie Erickson (2)

37

Secretary, Treasurer and Director

January 2007 - 2008


Notes:


1.

Our directors will hold office until the next annual meeting of the stockholders, which shall be held in January of 2008, and until successors have been elected and qualified.  Our officers were appointed by our directors and will hold office until he or she resigns or is removed from office.


2.

Both Mr. Powers and Ms. Erickson have obligations to entities other than Coyote Hills Golf.  We expect both of these individuals to spend approximately 10-20 hours per week on our business affairs.  At the date of this prospectus, Coyote Hills Golf is not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.


Background of Directors, Executive Officers, Promoters and Control Persons


Mitch Powers, President:  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 and Treasurer:  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.



14




 

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

Before

Offering

After

Offering(3)

     

Common

Mitch Powers, President and CEO

5,000,000

48.54%

40.65%

     

Common

Stephanie Erickson, Secretary and Treasurer

5,000,000

48.54%

40.65%

     
 

All Directors and Officers as a group (2 persons)

10,000,000

97.09%

81.30%


Notes:


1.

The address for Mitch Powers and Stephanie Erickson is c/o Coyote Hills Golf, Inc., 711 N. 81st Place, Mesa, Arizona 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).


3.

Assumes the sale of the maximum amount of this offering (2,000,000 shares by Coyote Hills Golf).  The aggregate amount of shares to be issued and outstanding, assuming a maximum offering is 12,300,000.


Description of Securities


Coyote Hills Golf, Inc.’s authorized capital stock consists of 100,000,000 shares of common stock, having a $0.001 par value per share and 100,000,000 shares of preferred stock, having a $0.001 par value per share.


The holders of our common stock:


1.

Have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our Board of Directors;


2.

Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;


3.

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and


4.

Are entitled to one vote per share on all matters on which stockholders may vote.


All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.


The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.


15




 

We have no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock.  The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the law of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders.  Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights.  Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.  


The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal.  For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders.  In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock.  Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock.  The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.


Non-Cumulative Voting


Holders of shares of Coyote Hills Golf, Inc.'s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.


Cash Dividends


As of the date of this prospectus, Coyote Hills Golf, Inc. has not paid any cash dividends to stockholders.  The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is the present intention of Coyote Hills Golf not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.


Reports

1.

After this offering, we expect to furnish our shareholders with audited annual financial reports certified by our independent accountants.

2.

After this offering, we intend to file periodic and current reports required by the Securities Exchange Act of 1934 with the Securities and Exchange Commission to maintain the fully reporting status.

3.

You 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.  You 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.


Interest of Named Experts and Counsel


Legal Matters


The validity of the shares of common stock that we are registering hereby will be passed upon for us by Randall V. Brumbaugh, Esq., Glendora, California, who holds no interest in our common stock.



16





Experts


Moore & Associates, Chartered, independent registered public accounting firm, have audited our financial statements at March 31, 2007, as set forth in his report.  We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Moore & Associates, Chartered’s report, given on their authority as experts in accounting and auditing.


Disclosure of Commission Position of Indemnification for Securities Act Liabilities


Indemnification of Directors and Officers


Coyote Hills Golf, Inc.’s Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer.  See Item 24 “Indemnification of Directors and Officers,” on page 37.


The Securities and Exchange Commission's Policy on Indemnification


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


Organization Within Last Five Years


Coyote Hills Golf, Inc. was incorporated in Nevada on January 8, 2007.  


Mitch Powers serves as our President and director and Stephanie Erickson serves as our Secretary, Treasurer and director.


Please see “Recent Sales of Unregistered Securities” on page 37 for our capitalization history.


Description of Business


Business Development and Summary


Coyote Hills Golf, Inc. was incorporated in Nevada on January 8, 2007.  


Our administrative office is located at 711 N 81st Place, Mesa, Arizona 85207.


Our fiscal year end is December 31.


We are a development stage company that plans to become an on-line retailer of golf-related merchandise.  We have initiated our development and start-up activities, but have not commenced planned principal operations.  As of the date of this prospectus, we have generated no revenues.  Our operations to date have been devoted to the following:

1.

Formation of the Company,

2.

Obtaining seed capital through sales of our common stock,

3.

Reserved a domain name at www.CoyoteHillsGolf.net and

4.

Begun preliminary planning and design of our website.


17





Business of Issuer


Principal Products and Principal Markets


Coyote Hills Golf, Inc. intends to become an online retailer of golf-related apparel, equipment and supplies.  We intend to primarily target male consumers aged 40 and over in the middle- to high-income ranges, among whom our management believes has 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 suspects 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 proposed product mix includes, but is not limited to, golf shirts, clubs, balls, bags and training aids, which we plan to sell to both enthusiasts and occasional participants alike.  Most of the items we plan to sell are expected to be manufactured by leading national golf brands, such as Adams Golf®, Callaway®, Nike®, Ping®, TaylorMade® and Titleist®.  To complement our anticipated product offerings from major manufacturers, we also plan to market a proprietary line of Coyote Hills Golf-branded apparel.  For example, we expect to market golf shirts, hats and other attire or accessories bearing the name “Coyote Hills Golf” or other likeness thereof.  We have not yet formulated any designs or specific branded merchandise.  We will not manufacture or produce any golf merchandise internally.  We plan to outsource the printing and/or manufacture of any such garments and will not produce any item in-house.  We identified Stingray, Antiqua and the Shirt Stop of Colorado Springs as potential suppliers and manufacturers for our proposed proprietary name-branded apparel.  However, we have not contacted any suppliers or manufacturers, and thus, have no saleable inventory.


Mitch Powers, our President, will undertake all merchandising activities.  All products will be purchased from third-party manufacturers or distributors.  We are in the process of identifying such suppliers and manufacturers, and have not made any determination which, if any we will contact.  We are still in the development stage, and we do not have any saleable inventory and have not yet identified any specific products, manufacturers or suppliers.


Distribution Methods of the Products


We are currently in the process of establishing a base of operations in the golf-related merchandise industry.  We are designing a website that will be published at www.CoyoteHillsGolf.net, which will serve as our store-front and sole means of generating sales.  A portion of the proceeds from the offering contemplated in this prospectus is allocated to developing and establishing our Internet site.  Until we publish our website, we will be unable to begin to generate revenues.  To date, we have not engaged in any sales activities.  


We have no methods of distribution in place, nor do we have any merchandise to distribute.  However, it is anticipated that when we are required to fulfill customer orders, we will use general parcel services such as United Parcel Service, DHL and Federal Express.



18




 

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 number 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 than 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 store 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 individual 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.



19




 

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.

After this offering, we will furnish our shareholders with audited annual financial reports certified by our independent accountants.


2.

After this offering, we will file periodic and current 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 Coyote Hills Golf, Inc. files 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.


Management's Discussion and Plan of Operation


This section must be read in conjunction with the Audited Financial Statements included in this prospectus.


Coyote Hills Golf, Inc. was incorporated in Nevada on January 8, 2007.  We are a startup and have not yet realized any revenues.  Our efforts have focused primarily on the development and implementation of our business plan.  No development related expenses have been or will be paid to our affiliates.


During the period ended March 31, 2007, and also from our inception on January 8, 2007, we did not generate any revenues, and incurred a net loss of $10,190, attributable to $10,000 in executive compensation paid to our officers and directors in the form of common stock in lieu of cash and $190 in general and administrative expenses related to the cost of developmental activities.  


We believe that our cash on hand as of March 31, 2007 in the amount of $85 is not sufficient to finance our designated priorities for the next 12 months.  On March 28, 2007, we sold 300,000 shares of our common stock to one non-affiliated purchaser.  At the time of the issuance, the full subscription price was not received, and thus the transaction was classified as a subscriptions receivable for $15,000.  As of April 3, 2007, the entire subscription amount of $15,000 was collected.  We anticipate using the proceeds from this private issuance of our common stock as follows:


 

$

%

TOTAL PROCEEDS RECEIVED

15,000

100.00%

    

Expenses related to the public offering

  

Accounting fees

2,500

10.00%

Legal and professional fees

1,000

4.00%

Escrow fees

500

2.00%

Transfer agent fees

750

3.00%

Total expenses related to the public offering

4,750

19.00%

    

Operating expenses

  

Working capital

10,250

41.00%

Total operating expenses

10,250

41.00%

    

Total use of proceeds

15,000

100.00%



20





We plan to use the proceeds of the private issuance to cover the expenses related to the offering registered in this registration statement, of which this prospectus is a part.  We expect these expenses to amount to approximately $4,750, which is comprised of accounting, transfer agent, legal and professional and escrow fees.  The balance of the proceeds available to us after taking offering expenses into account, $10,250, is anticipated to provide us with general working capital to cover any expenditures we encounter until we are able to raise at least the minimum amount sought in the public offering being registered in this registration statement.


We are seeking to raise a minimum of $25,000 and a maximum of $100,000 in a public offering of our common stock.  It is anticipated that we will be able to initiate establishing a base of operations with at least the minimum amount sought in this offering.  No alternative sources of funds are available to us in the event we do not raise adequate proceeds from this offering.  In the event we are unable to raise at least the minimum amount of $25,000, we may be unable to conduct any operations and may consequently go out of business.  There are no formal or informal agreements to attain such financing and can not assure you that any financing can be obtained.  If we are unable to raise at least the minimum proceeds, we will not be able to implement any of our proposed business activities and may be forced to cease operations.  We believe that the proceeds of the minimum offering will be sufficient to satisfy the start-up and operating requirements for the next 12 months.  The table below illustrates the financing needs and anticipated sources of funds for the elements of our business plan that constitute top priorities.  Each material event or milestone listed in the table below will be required until revenues are generated.  These milestones are expected to be in place in the first six months after funding:


 

Use of Proceeds Line Item

Minimum Offering

Maximum Offering

    

Establish Internet presence

Website services

$3,000

$10,000

Purchase inventory of apparel

Inventory

$2,000

$15,000

Development marketing strategy

Advertising & marketing

$4,000

$10,000


Depending on the outcome of this offering, we foresee one of the following basic scenarios:


Minimum Offering.  If we raise only the minimum of $25,000 in this offering, then we believe we will be able to execute our business plan adequately and operate as a going concern.  However, we do not expect to generate revenue in the first six months of operations from the date the first funds are received from escrow.  


In the event this registration statement goes effective with the SEC, we will be required to file certain periodic and other reports, for which we have budgeted spending an aggregate of $15,000.  This amount includes $10,000 for accounting fees and $5,000 in legal and professional fees related to filing quarterly and annual reports for the next at least 12 months.  All statements are to be filed in applicable periodic reports with the SEC in accordance with Item 310 of Regulation S-B.  We expect the cost of meeting our public reporting requirements to be stable for at least the next 12 months of operations.


Upon receipt of the net proceeds, we will immediately attempt to have our Internet site at www.CoyoteHillsGolf.net operational within three to six months following the closing of the offering.  For $3,000, we expect the site to be fully functional.  


Once we have established our Internet presence, we plan to purchase up to $2,000 in inventory.  Mitch Powers, our President, will evaluate each potential product on a case-by-case basis.  All products will be purchased from third-party manufacturers or distributors.  To date, however, we have not contacted any potential suppliers or manufacturers of golf merchandise and apparel.  


We also expect to initiate our marketing and advertising efforts, for which we have budgeted $4,000.  We have identified advertising products offered by Google that fit our allocated budget and support the business goals and objectives in the event only the minimum is raised in this offering.  We anticipate that our initial budget of $4,000 will be sufficient to obtain favorable placement on search engine listings.


50% of the Maximum Offering.  In the event we raise $50,000, or 50% of the maximum proceeds sought in our public offering, we believe will be able to fully execute all of our planned objectives and business strategies.  As a result, we have allocated additional funds to inventory and advertising costs with the goal of accelerating the implementation of our business plan.  We plan to increase the functionality of our website and to enhance the graphic appearance of the website for an additional $2,000, bringing the total amount budgeted toward website services to $5,000.  The amount of inventory we plan to purchase will increase by $5,500 to a total of $7,500.  To increase our exposure and presence, we plan to increase our marketing budget to $5,000, allowing us the opportunity to pursue a slightly more aggressive marketing and sales strategy.  


21




 

 

The remaining $13,500 will be kept in reserve for unforeseen expenses and/or opportunities.  Growth of the company should not be adversely impacted.  In the event sufficient sales are not generated in the first six to eight months, the company's growth could be slower than anticipated.


75% of the Maximum Offering.  In the event we raise $75,000, or 75% of the maximum offering, we also plan to allocate increasingly greater funds toward the three primary developmental milestones set forth earlier: advertising, website services and inventory.  The amount allocated to accumulating saleable inventory will be $10,000.  To update our website to display the greater amount of inventory we expect to purchase, we have set aside $7,500 for website services.  Additionally, our marketing budget would be increased to $7,500 in an effort to further build awareness and exposure of our brand.


We have also increased working capital to $28,000, to be kept in reserve for unforeseen expenses and/or opportunities.  In the event sufficient sales are not generated in the first six to eight months, the company's growth could be slower than anticipated.


Maximum Offering.  In the event we raise the maximum of $100,000, we believe in addition to being able to execute our business plan fully, we may also be presented with additional unforeseen and unpredictable opportunities or difficulties.  As a result, we have increased budgeted use of proceeds for our advertising and website development and maintenance efforts.  We believe that the $10,000 we have allocated assuming a maximum offering will allow us to create a much richer and dynamic website than a minimum offering would allow.  In support of a more robust web site, we have allocated $10,000 of the maximum offering proceeds to marketing and advertising efforts, at least half of which will be dedicated to directing traffic to our web site.  We have also increased the amount of inventory we plan to purchase to prevent potential supply issues to $15,000.  Costs of operations are expected to be significant, although we cannot predict the types or magnitude of such.  We have set aside $43,000 to have in reserve.


All use of proceeds figures represent our management’s best estimates and are not expected to vary significantly.  However, in the event we incur or expect to incur expenses materially outside of these estimates, we intend to file an amended registration statement, of which this prospectus is a part of, disclosing the changes and the reasons for any revisions.


Our ability to commence operations is entirely dependent upon the proceeds to be raised in this offering.  If we do not raise at least the minimum offering amount, we will be unable to establish a base of operations, without which we will be unable to begin to generate any revenues.  Generating revenues from sales of our proposed business of selling golf-related apparel and equipment via the Internet in the next six to 12 months is important to support our planned ongoing operations.  However, we cannot guarantee that we will generate such revenues.  If we do not generate sufficient revenues and cash flows to support our operations over the next 12 to 18 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to stay in business.


We currently do not have any material contracts and or affiliations with third parties.


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.  


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.  


We have not paid for expenses on behalf of our directors.  Additionally, we believe that this fact shall not materially change.

 

 

22




 

 

Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements.


Description of Property


Coyote Hills Golf, Inc. uses office space at 711 N 81st Place, Mesa, Arizona.  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.


Certain Relationships and Related Transactions


On January 12, 2007, Mitch Powers, our President and Director, paid for incorporation fees in the amount of $175on 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.  


Additionally, we use office space and services provided without charge by Ms. Erickson, our Secretary, Treasurer and Director.


Market for Common Equity and Related Stockholder Matters


Market Information


As of the date of this prospectus, there is no public market in our common stock.  


As of the date of this prospectus,


1.

There are no outstanding options of warrants to purchase, or other instruments convertible into, common equity of Coyote Hills Golf, Inc.;


2.

There are currently 10,000,000 shares of our common stock held by our officers, directors and employees, that are ineligible to be sold pursuant to Rule 144 under the Securities Act, none of which we have agreed to register for sale;


3.

There are currently 300,000 shares of our common stock, held by one non-affiliated individual, that are ineligible to be sold pursuant to Rule 144 under the Securities Act, none of which we have agreed to register for sale;


4.

In the future, all 10,300,000 shares of common stock not registered under this Prospectus will be eligible for sale pursuant to Rule 144 under the Securities Act.


5.

Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.


Holders


As of the date of this prospectus, Coyote Hills Golf, Inc. has approximately 10,000,000 shares of $0.001 par value common stock issued and outstanding held by two shareholders of record.  Our Transfer Agent is Holladay Stock Transfer, 2939 N. 67th Place, Suite C, Scottsdale, Arizona 85251, phone (480) 481-3940.


23





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.


Executive Compensation


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

2007

0

0

5,000

0

0

0

0

5,000

President

                 
              

Stephanie Erickson

2006

0

0

5,000

0

0

0

0

5,000

Secretary and Treasurer

                 


Employment Contracts And Officers’ Compensation


We have no employment or other agreement for services with any of our officers, directors or employees.  Since our incorporation, we have paid a total of $10,000 in executive compensation expense to our executive officers for services rendered in the form of our common stock in lieu of cash.  Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement is expected to be executed.  We do not currently have plans to pay any compensation until such time as we are cash flow positive.


Directors’ Compensation


Our director is 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 director for services she provides as a director of our company.


Stock Option Plan And Other Long-Term Incentive Plan


We currently do not have existing or proposed option/SAR grants.




 

24




 

Financial Statements




Coyote Hills Golf, Inc.

(A Development Stage Company)


Audited Financial Statements as of March 31, 2007

























25





TABLE OF CONTENTS


























26




 

 

MOORE & ASSOCIATES, CHARTERED

           ACCOUNTANTS AND ADVISORS

                      PCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Coyote Hills Golf, Inc.

(A Development Stage Company)



We have audited the accompanying balance sheet of Coyote Hills Golf, Inc. as of March 31, 2007, and the related statements of operations, stockholders’ equity and cash flows from inception January 8, 2007 through March 31, 2007. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  


We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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 audits provide 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. as of March 31, 2007 and the results of its operations and its cash flows from inception January 8, 2007 through March 31, 2007, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has had no sales since inception January 8, 2007 through March 31, 2007 which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning 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.



/s/ Moore & Associates, Chartered


Moore & Associates Chartered

Las Vegas, Nevada

July 2, 2007



2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501



F1


27




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Balance Sheet


 

March 31,

 

2007

   

Assets

 
  

Current assets:

 

Cash

$85

Subscriptions receivables

15,000

Total current assets

15,085

  
 

$15,085

  

Liabilities and Stockholders’ Equity

 
  

Stockholders’ equity:

 

Common stock, $0.001 par value, 100,000,000 shares

 

authorized, 10,000,000 shares issued and

10,000

Additional paid-in capital

275

Common stock subscribed (300,000 shares)

15,000

(Deficit) accumulated during development stage

(10,190)

 

15,085

  
 

15,085

  



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


F2


28




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Statements of Operations


 

For the period

January 8, 2007

 

ended

(Inception) to

 

March 31, 2007

March 31, 2007

   

Revenue

$-

$-

   

Expenses:

  

Executive compensation

10,000

10,000

General and administrative expenses

190

190

Total expenses

10,190

10,190

   

(Loss) before provision for taxes

(10,190)

(10,190)

   

Provision for income taxes

-

-

   

Net (loss)

$(10,190)

$(10,190)

   

Weighted average number of

   

common shares outstanding - basic and fully diluted

10,011,538

 
   

Net (loss) per share-basic and fully diluted

$(0.00)

 
   



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








F3


29




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Statement of Stockholders’ Equity


     

(Deficit)

 
     

Accumulated

 
 

Common Stock

Additional

 

During

Total

  

Paid-in

Subscriptions

Development

Stockholders’

 

Shares

Amount

Capital

Receivable

Stage

Equity

          

January 2007

        

  Additional paid-in capital

   

$175

   

$175

          

January 2007

        

  Founders’ shares

           

  issued for services

10,000,000

10,000

     

10,000

          

February 2007

        

  Additional paid-in capital

   

100

   

100

          

March 2007

        

  Subscriptions receivable

300,000

   

15,000

 

15,000

          

Net (loss)

        

  For the period ended

           

  March 31, 2007

-

-

-

-

(10,190)

(10,190)

          

Balance, March 31, 2007

10,300,000

$10,000

$275

$15,000

$(10,190)

$(15,085)




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





F4


30




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Statements of Cash Flows


 

For the period

January 8, 2007

 

ended

(inception) to

 

March 31, 2007

March 31, 2007

Cash flows from operating activities

  

Net (loss)

$(10,190)

$(10,190)

Adjustments to reconcile net (loss) to

  

   net cash (used) by operating activities:

  

      Shares issued for executive compensation

10,000

10,000

      Subscriptions receivable

(15,000)

(15,000)

Net cash (used) by operating activities

(15,190)

(15,190)

   

Cash flows from financing activities

  

   Donated capital

275

275

   Common stock subscribed

15,000

15,000

Net cash provided by financing activities

15,275

15,275

   

Net increase in cash

85

85

Cash - beginning

-

-

Cash - ending

$85

$85

   

Supplemental disclosures:

  

   Interest paid

$-

$-

   Income taxes paid

$-

$-

   

Non-cash transactions:

  

   Shares issued for executive compensation

$10,000

$10,000

   Number of shares issued for executive compensation

10,000,000

10,000,000




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






F5


31




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Notes


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 Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.  


Note 2 - Accounting policies and procedures


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.


Cash and cash equivalents

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 March 31, 2007.


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 as incurred.  There were no advertising costs included in selling, general and administrative expenses at March 31, 2007.


Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  No such impairments have been identified by management at March 31, 2007.


Loss per share

Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “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.  The Company had no dilutive common stock equivalents, such as stock options or warrants as of March 31, 2007.


Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,” which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.  SOP 98-5 is effective for fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, there has been little or no effect on the Company’s financial statements.


Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2007.  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.


F6


32




 

 

Coyote Hills Golf, Inc.

(a Development Stage Company)

Notes


Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) 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 included 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 consists solely of legal and professional fees.


Segment reporting

The Company follows Statement of Financial Accounting Standards No. 130, “Disclosures About Segments of an Enterprise and Related Information”. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.


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 November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handing costs, and spoilage. This statement requires that those items be recognized as current period charges regardless of whether they meet the criterion of "so abnormal" which was the criterion specified in ARB No. 43. In addition, this Statement requires that allocation of fixed production overheads to the cost of production be based on normal capacity of the production facilities. This pronouncement is effective for the Company beginning October 1, 2005. The Company does not believe adopting this new standard will have a significant impact to its financial statements.


In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company expects the adoption of this standard will have a material impact on its financial statements assuming employee stock options are granted in the future.


Year end

The Company has adopted December 31 as its fiscal year end.


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Coyote Hills Golf, Inc.

(a Development Stage Company)

Notes


Note 3 - Going concern


The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company had no sales for the period from January 8, 2007 (inception) to March 31, 2007.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.  Management has plans to seek capital through a public offering of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.


These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.


Note 4 - 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.  


As of March 31, 2007, there have been no other issuances of common stock.


Note 5 - Warrants and options


As of March 31, 2007, there were no warrants or options outstanding to acquire any additional shares of common stock.


Note 6 - 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.

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Coyote Hills Golf, Inc.

(a Development Stage Company)

Notes


Note 7 - Subsequent Events


On April 3, 2007, the Company received cash in the amount of $15,000 in satisfaction of subscriptions receivable for 300,000 shares of the Company’s $0.001 par value common stock related to a private sale pursuant to Section 4(2) of the Securities Act of 1933, as amended.























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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure


None.

























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Dealer Prospectus Delivery Obligation



Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.




















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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS


Indemnification of Directors and Officers.


Coyote Hills Golf’s Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer.  Coyote Hills Golf indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit.  Such indemnification shall include, expenses, including attorney’s fees actually or reasonably incurred by him.  Nevada law also provides for discretionary indemnification for each person who serves as or at Coyote Hills Golf’s request as one of its officers or directors.  Coyote Hills Golf may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of Coyote Hills Golf’s directors or officers.  Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, Coyote Hills Golf’s best interests.  In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.


Nevada Law


Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.  The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.


Other Expenses of Issuance and Distribution.


The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered.  Coyote Hills Golf has agreed to pay all costs and expenses relating to the registration of its common stock.  All amounts are estimated.


Transfer Agent fees

$     750

Escrow fees

500

Legal & accounting fees

3,500

Total

$  4,750


Recent Sales of Unregistered Securities.


On January 12, 2007, we issued 10,000,000 shares of our common stock to our two officers and directors, Mitch Powers and Stephanie Erickson.  This stock issuance 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 amount of $10,000.  Mr. Powers 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 us; thus, these shares are considered to have been provided as founder’s shares.  Ms. Erickson received stock compensation for performing various administrative functions prior and subsequent to our formation, including, but not limited to, document preparation record keeping, as well as executing and implementing our business plan.  All services performed by both Mr. Powers and Ms. Erickson are considered to have been donated, and have resultantly been expensed and recorded as a contribution to capital.  At the time of the


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issuance, both Mr. Powers and Ms. Erickson had fair access to and were in possession of all available material information about our company, as they are also officers and directors of Coyote Hills Golf, Inc.  The shares bear a restrictive transfer legend.  On the basis of these facts, we claim that the issuance of stock to our founding shareholders 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 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.  The shares bear a restrictive transfer legend.  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.  


Exhibits


Exhibit Number

Name and/or Identification of Exhibit

  

3.

Articles of Incorporation & By-Laws

 

a) Articles of Incorporation

 

b) Bylaws

  

5.

Opinion on Legality

 

Attorney Opinion Letter

  

23.

Consent of Experts and Counsel

 

a) Consent of Counsel, incorporated by reference to Exhibit 5 of this filing

 

b) Consent of Independent Registered Public Accounting Firm

  

99.

Other Exhibits

 

a) Escrow Agreement

 

b) Subscription Agreement


Undertakings


In this Registration Statement, we are including undertakings required pursuant to Rule 415 of the Securities Act and Rule 430A under the Securities Act.


Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future.  The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.


Based on the above-referenced facts and in compliance with the above-referenced rules, we include the following undertakings in this Registration Statement:


A.  The undersigned Registrant hereby undertakes:

(1)

To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;


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(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(1)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.


A.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the  Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.



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SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the State of Arizona on July 31, 2007.


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

July 31, 2007

Mitch Powers

  
    

/s/ Stephanie Erickson

Chief Financial Officer

July 31, 2007

Stephanie Erickson

  
    

/s/ Stephanie Erickson

Chief Accounting Officer

July 31, 2007

Stephanie Erickson

  






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