Coyni, Inc. - Quarter Report: 2014 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

Commission file number: 000-22711

BLUEGATE CORPORATION

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions in of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each the issuer's classes of common stock, as of the latest practicable date: 46,033,565 common shares outstanding as of October 31, 2014.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BLUEGATE CORPORATION

BALANCE SHEETS

UNAUDITED

See accompanying notes to unaudited financial statements

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BLUEGATE CORPORATION

STATEMENTS OF OPERATIONS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

UNAUDITED

See accompanying notes to unaudited financial statements

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BLUEGATE CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013

UNAUDITED

See accompanying notes to unaudited financial statements

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BLUEGATE CORPORATION

NOTES TO FINANCIAL STATEMENTS

UNAUDITED

1. BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Bluegate Corporation ("we", "our", "Bluegate" or the "Company"), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Bluegate's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted.

2. GOING CONCERN CONSIDERATIONS

During the nine months ended September 30, 2014, Bluegate has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity raised from qualified individual investors and loans from a related party. In addition to negative cash flow from operations, Bluegate has experienced recurring net losses, and has a negative working capital and shareholders' deficit.

These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Bluegate is unable to continue as a going concern.

These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Bluegate is unable to continue as a going concern.

3. ACCOUNTS PAYABLE TO RELATED PARTY

The accounts payable to related party balance is owed to Sperco, LLC ("SLLC") (an entity controlled by Stephen J. Sperco, Bluegate's CEO/President/Director) and is summarized below:

On September 11, 2014, the payables were assigned to an unrelated party. Thus, the balances were shown as nil as at September 30, 2014.

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4. NOTE PAYABLE TO RELATED PARTY

Note payable at September 30, 2014 and December 31, 2013 is summarized below:

On September 11, 2014, the payables were assigned to a unrelated party. Thus, the balances were shown as nil as at September 30, 2014. Tang Chuan Choon agreed to pay SAI Corporation for the debts.

5. ACCRUED LIABILITIES TO RELATED PARTIES

The accrued liabilities to related parties is summarized below:

On September 11, 2014, the payables were assigned to a unrelated party. Thus, the balances were shown as nil as at September 30, 2014.

6. EQUITY TRANSACTIONS

As of September 30, 2014, the company had outstanding: (i) 46,033,565 shares of common stock and, (ii) preferred stock that is convertible into 1,450,000 shares of common stock, resulting on a fully diluted basis, 47,483,565 shares of common stock. The company had 50,000,000 shares of common stock authorized by our Articles of Incorporation.

On September 11, 2014, SAI Corporation, the Company's majority shareholder, sold to Ang Woon Han 24,070,250 shares of common stock, which represents 52.3% of all issued and outstanding common stock as of that date. Additionally, SAI Corporation sold to Ang Woon Han 48 shares of Series C Convertible preferred stock and 10 shares of Series D Convertible preferred stock. These preferred shares are the Company's only issued and outstanding shares of preferred stock.

As a result of this transaction, the Company's business of networking services and internet connectivity ceased and the company is currently engaged in preparing for a new business.

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7. NOTE PAYABLE AND ACCRUED LIABILITIES

In connection with the September 11, 2014 transaction described above, a note payable along with other payables to related parties totaling $1,337,600 and $1,781,181 were assigned to an unrelated party. These liabilities are unsecured and bear the same terms as the original related party liabilities.

8. FORGIVENESS OF PAYABLES

In connection with the September 11, 2014 transaction described above, certain directors forgave liabilities due them from accrued director fees. The amount totaled $43,919 and was recorded in equity due to the nature of the relationship between the directors and the company.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENT

This Management's Discussion and Analysis of Financial Condition and Results of Operations as of September 30, 2014 and for the nine months then ended, should be read in conjunction with the audited financial statements and notes thereto set forth in our annual report on Form 10-K for 2013.

Certain statements contained in this report, including, without limitation, statements containing the words, "likely", "forecast", "project", "believe", "anticipate", "expect", and other words of similar meaning, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such factors or to announce publicly the results of any revision of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments. In addition to the forward-looking statements contained in this Form 10-Q, the following forward-looking factors could cause our future results to differ materially from our forward-looking statements: competition, capital resources, credit resources, funding, government compliance and market acceptance of our products and services.

OUR BUSINESS

Bluegate consists of the networking service (carrier/circuit) business that provides internet connectivity to corporate clients on a subscription basis; essentially operating as a value added provider. During May 2014 the Board of Directors authorized an orderly wind down of the Company's internet connectivity business which such business ceased effective June 30, 2014.

On Sep 11, 2014, Mr. Ang Woon Han had acquired the majority shareholdings of the Company to become the major shareholder and CEO. Mr. Ang had been a successful entrepreneur and is engaged in a variety of business investments. It is expected he will bring in vast business opportunities into the Company. As a result of this transaction, the Company's business of networking services and internet connectivity ceased and the company is currently engaged in preparing for a new business.

The board realizes the Company needs to improve its financial situations before resume to its normal business track. In light of this, on Oct 31, 2014 a 14C was filed to propose the following corporate actions:

All these are expected to help the company in refreshing its business image and to facilitate its capital raising ability.

COMPETITION

Most of our competitors have greater financial and other resources than we have, and there is no assurance that we will be able to successfully compete.

Our web site is www.bluegate.com.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences may be material.

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We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

REVENUE RECOGNITION

Revenue is recognized based upon contractually determined monthly service charges to individual customers. Some services are billed in advance and, accordingly, revenues are deferred until the period in which the services are provided.

STOCK-BASED COMPENSATION

Accounting Standard 718, "Accounting for Stock-Based Compensation" ("ASC 718") established financial accounting and reporting standards for stock-based employee compensation plans. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. In January 2006, Bluegate implemented ASC 718, and accordingly, Bluegate accounts for compensation cost for stock option plans in accordance with ASC 718.

Bluegate accounts for share based payments to non-employees in accordance with ASC 505-50 "Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services".

DERIVATIVE FINANCIAL INSTRUMENTS

Bluegate does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Bluegate evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, Bluegate uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

GOING CONCERN

We remain dependent on outside sources of funding for continuation of our operations. Our independent registered public accounting firm issued a going concern qualification in their report dated January 22, 2014 (included in our annual report on Form 10-K for the year ended December 31, 2013), which raises substantial doubt about our ability to continue as a going concern.

During the nine months ended September 30, 2014 and the year ended December 31, 2013, we have been unable to generate cash flows sufficient to support our operations and have been dependent on debt and equity raised from qualified individual investors and loans from a related party.

During May 2014 the Board of Directors authorized an orderly wind down of the Company's internet connectivity business which such business ceased effective June 30, 2014.

During the nine months ended September 30, 2014 and 2013, we experienced negative financial results as follows:

These factors raise substantial doubt about our ability to continue as a going concern. The financial statements contained herein do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flows to meet our obligations on a timely basis, to obtain additional financing as may be required, and ultimately to attain profitable operations. However, there is no assurance that profitable operations or sufficient cash flows will occur in the future.

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RESULTS OF OPERATIONS – THREE MONTHS ENDED SEPTEMBER 30, 2014 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2013

Service Revenue.

The decrease in Service Revenue of $11,623 from 2012 to 2013 and $24,473 from 2013 to 2014 is due to a reduction in our networking service (carrier/circuit) business that provides internet connectivity to corporate clients on a subscription basis.

Cost of Services.

The net decrease in Cost of Services of $2,513 from 2012 to 2013 and $24,443 from 2013 to 2014 is due to a reduction in our networking service (carrier/circuit) business that provides internet connectivity to corporate clients on a subscription basis.

Gross Profit.

Our Gross Profit decreased $9,110 from 2012 to 2013 and $30 from 2013 to 2014. Our Gross Profit as a percentage of Service Revenue decreased from 25% in 2012 to 0% in 2013 and 2014 primarily as a result of the changes in the Service Revenue and Cost of Services as described above.

Selling, General and Administrative Expenses (SG&A).

The $5,757 decrease from 2012 to 2013 is primarily a result of a $4,144 Texas franchise tax refund. The $41,846 decrease from 2013 to 2014 is due to the reduction of office overhead.

Other income

Current assets offset the payables to the previous shareholder, the remaining balance was the waived amount which recognised as other income.

Interest Expense.

The increase in Interest Expense of $2,378 from 2012 to 2013 and increase of $1,859 from 2013 to 2014 respectively were a result of the increase in borrowings under the secured note payable.

Net Loss.

The Net Loss increased $5,731 from 2012 to 2013 and decrease $39,957 from 2013 to 2014 due to the items described above.

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FINANCIAL CONDITION

Operating Activities.

The increase of $2,340 from 2012 to 2013 in cash used in operations is primarily due to the payment of $5,800 for the Texas franchise tax. There is an increase of 4,131 from 2013 to 2014.

Financing Activities.

The increase of $17,000 from 2013 to 2014 in cash provided by financing activities is due to the increase in proceeds from short term debt.

RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2014 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2013

Cost of Services.

The net decrease in Cost of Services of $15,449 from 2012 to 2013 and $33,039 from 2013 to 2014 is due to a reduction in our networking service (carrier/circuit) business that provides internet connectivity to corporate clients on a subscription basis.

Gross Profit.

Our Gross Profit decreased $16,388 from 2012 to 2013 and $11,008 from 2013 to 2014. Our Gross Profit as a percentage of Service Revenue decreased from 18% in 2012 to 5% in 2013 to 0% in 2014 primarily as a result of the changes in the Service Revenue and Cost of Services as described above.

Selling, General and Administrative Expenses (SG&A).

The $6,639 decrease from 2012 to 2013 is primarily a result of a $4,144 Texas franchise tax refund. The $42,336 decrease from 2013 to 2014 is due to the reduction of office overhead.

Other income.

Current assets offset the payables to the previous shareholder, the remaining balance was the waived amount which recognised as other income.

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Interest Expense.

The increase in Interest Expense of $5,540 from 2012 to 2013 and increase of $6,411 from 2013 to 2014 respectively were a result of the increase in borrowings under the secured note payable.

Net Loss.

The Net Loss increased $15,289 from 2012 to 2013 and increase $24,917 from 2013 to 2014 due to the items described above.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2014, our cash and cash equivalents were nil; total current assets were nil, total current liabilities were $3,119,328 and total stockholders' deficit was $3,119,328.

We intend to use debt to cover the anticipated negative cash flows until we can operate at a break-even cash flow mode. We may seek additional capital to fund potential costs associated with possible expansion and/or acquisitions. We believe that future funding may be obtained from public or private offerings of equity securities, debt or convertible debt securities, or other sources. Stockholders should assume that any additional funding will likely be dilutive.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

The Company's Chief Executive Officer and Principal Accounting Officer participated in an evaluation by management of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2014. Based on their participation in that evaluation, the Company's Chief Executive Officer and Principal Accounting Officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2014 to ensure that required information is disclosed on a timely basis in its reports filed or furnished under the Exchange Act.

Changes in internal control over financial reporting.

There was no change in the Company's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

NONE.

ITEM 5. OTHER INFORMATION

NONE

ITEM 6. EXHIBITS

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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