Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009
Commission file number 333-150821
MASSEY EXPLORATION CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
300,508 24th Avenue SW
Calgary, Alberta T2S 0K4
(Address of principal executive offices, including zip code.)
(403)228-9909
(Telephone number, including area code)
Empire Stock Transfer
2470 St. Rose Parkway, Suite 304
Henderson, NV 89074
Telephone (702) 818-5898 Facsimile (702) 974-1444
(Name and Address of Agent for Service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] 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 of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,300,000 shares as of January 11,
2010
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended November 30, 2009 immediately
follow.
2
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
November 30, February 29,
2009 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 42,011 $ 59,072
-------- --------
TOTAL CURRENT ASSETS 42,011 59,072
-------- --------
TOTAL ASSETS $ 42,011 $ 59,072
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ -- $ 1,610
-------- --------
TOTAL CURRENT LIABILITIES -- 1,610
-------- --------
TOTAL LIABILITIES -- 1,610
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 6,300,000 shares issued and outstanding
as of November 30, 2009 and February 29, 2009 6,300 6,300
Additional paid-in capital 71,700 71,700
Deficit accumulated during exploration stage (35,989) (20,538)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 42,011 57,462
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 42,011 $ 59,072
======== ========
See Notes to Financial Statements
3
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 22, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
REVENUES
Profit Sharing $ -- $ -- $ -- $ -- $ 7
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- 7
EXPENSES
Property Expenditures -- -- 7,500 -- 15,450
Professional Fees 1,400 1,495 5,700 5,895 14,395
General and Adminstrative 322 308 2,251 3,310 6,151
---------- ---------- ---------- ---------- ----------
TOTAL EXPENSES 1,722 1,803 15,451 9,205 35,995
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (1,722) $ (1,803) $ (15,451) $ (9,205) $ (35,989)
========== ========== ========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,300,000 3,000,000 6,300,000 3,000,000
========== ========== ========== ==========
See Notes to Financial Statements
4
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 22, 2007
Nine Months Nine Months (inception)
Ended Ended through
November 30, November 30, November 30,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(15,451) $ (9,205) $(35,989)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable (1,610) -- --
Loan Payable to Director -- 1,441 --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (17,061) (7,764) (35,989)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 78,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 78,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (17,061) (7,764) 42,011
CASH AT BEGINNING OF PERIOD 59,072 8,000 --
-------- -------- --------
CASH AT END OF YEAR $ 42,011 $ 236 $ 42,011
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Massey Exploration Corp. (the Company) was incorporated under the laws of the
State of Nevada on January 22, 2007. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
6
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
Recent accounting pronouncements that are listed below did and/or are not
currently expected to have a material effect on the Company's financial
statements.
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).
SFAS 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010. The Company does not expect the provisions of SFAS 167 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.
7
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information at
interim reporting periods. This FSP shall be effective for interim reporting
periods ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
8
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value can-not be determined, the FSP requires using
the guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.
This FSP was effective for assets or liabilities arising from contingencies in
business combinations for which the acquisition date is on or after January 1,
2009. The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows during the six months ended June
30, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
9
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
10
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from January 22, 2007 (date of
inception) to November 30, 2009 and generated a net loss of $35,989. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company is currently in the exploration stage and has minimal
expenses, management believes that the company's current cash of $42,011 is
sufficient to cover the expenses they will incur during the next twelve months
in a limited operations scenario or until they raise additional funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 6. RELATED PARTY TRANSACTIONS
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
11
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 7. INCOME TAXES
As of November 30, 2009
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 35,989
Tax rate 34%
--------
Gross deferred tax assets 12,236
Valuation allowance (12,236)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 8. NET OPERATING LOSSES
As of November 30, 2009, the Company has a net operating loss carryforward of
approximately $35,989. Net operating loss carryforwards expire twenty years from
the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to Michael Hawitt for cash in the amount of $0.004 per share for a total
of $4,000.
On January 30, 2008, the Company issued a total of 2,000,000 shares of common
stock at $0.004 per share to Michael Hawitt in exchange for an invoice paid on
behalf of the Company in the amount of $8,000.
On December 16, 2008, the Company issued a total of 3,300,000 shares of common
stock to 34 unrelated investors for cash in the amount of $0.02 per share for a
total of $66,000.
As of November 30, 2009 the Company had 6,300,000 shares of common stock issued
and outstanding.
12
MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2009
--------------------------------------------------------------------------------
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of November 30, 2009:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 6,300,000 shares
issued and outstanding.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this report and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $1,722 and $1,803 for the 3 months ended
November 30, 2009 and 2008, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our registration statement and
periodic reports. Our net loss from inception (January 22, 2007) through
November 30, 2009 was $35,989.
On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to its director, Michael Hawitt, for cash in the amount of $0.004 per
share for a total of $4,000. On January 30, 2008, the Company issued a total of
2,000,000 shares of common stock at $0.004 per share to Mr. Hawitt in exchange
for an invoice paid on behalf of the Company in the amount of $8,000.
On December 16, 2008 the Company completed its "all or nothing" offering.
Subscription agreements totaling 3,300,000 shares of common stock at $.02 per
share, or $66,000 were received from 34 unrelated investors.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital beyond our exploration
stage and ultimately to generate profitable operations.
The following table provides selected financial data about our company for the
period ended November 30, 2009.
Balance Sheet Data: 11/30/09
------------------- --------
Cash $42,011
Total assets $42,011
Total liabilities $ 0
Shareholders' equity $42,011
14
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at November 30, 2009 was $42,011 with no outstanding
liabilities. Management believes our current cash resources are sufficient to
fund operations for the next twelve months.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to secure another property
for exploration. Total expenditures over the next 12 months are currently
expected to be approximately $30,000.
We conducted exploration on the one property in the company's portfolio during
2008 and 2009. The first phase of the fieldwork program was conducted by the
geologist during the period September 27 - October 3, 2008. The program included
reconnaissance geological mapping and prospecting and a line of MMI soil
sampling. The results appear to exhibit possible anomalous responses
particularly in the gold exploration suite (GES) comprised of the elements
cobalt, gold, nickel, palladium and silver. The geologist recommended a
follow-up, fill-in MMI soil sampling program about the anomalous samples to test
for the validity of the results. We advised the geologist to proceed with the
follow-up to phase one and he completed the fieldwork on June 22, 2009. On
August 5, 2009 we received his report in which he advised the company that based
on the data obtained in the follow-up to phase one he found it hard to recommend
further exploration efforts. Based on his recommendation the company has
abandoned the property and is now focusing its efforts on obtaining another
property for exploration.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management team, under the supervision and with the participation of our
principal executive officer and our principal financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures as such term is defined under Rule 13a-15(e) promulgated under the
Exchange Act, as of the last day of the period covered by this report, November
30, 2009. The term disclosure controls and procedures means our controls and
other procedures that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
15
Exchange Act is accumulated and communicated to management, including our
principal executive and principal financial officer, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Based on this evaluation, our principal executive officer and our
principal financial officer concluded that, as of November 30, 2009, our
disclosure controls and procedures were effective at a reasonable assurance
level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the period ended November 30, 2009 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit No. Exhibit or Filed Herewith
----------- ------- -----------------
3.1 Articles of Incorporation Incorporated by reference to the
Registration Statement on Form S-1
filed with the SEC on May 9, 2008,
File No. 333-150821
3.2 Bylaws Incorporated by reference to the
Registration Statement on Form S-1
filed with the SEC on May 9, 2008,
File No. 333-150821
31.1 Section 302 Certification of Chief Filed herewith
Executive Officer
31.2 Section 302 Certification of Chief Filed herewith
Financial Officer
32 Section 906 Certification of Chief Filed herewith
Executive Officer and Chief Financial
Officer
16
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.
January 11, 2010 Massey Exploration Corp.
/s/ Michael Hawitt
---------------------------------------------------
By: Michael Hawitt
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
1
