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EX-32 - CEO & CFO SECTION 906 CERTIFICATION - Nevada Gold Corp.ex32.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - Nevada Gold Corp.ex31-2.txt
EX-31.1 - CEO SECTION 302 CERTIFICATION - Nevada Gold Corp.ex31-1.txt

                                  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, 2010

                        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,
2011.

ITEM 1. FINANCIAL STATEMENTS The unaudited financial statements for the quarter ended November 30, 2010 immediately follow. 2
GEORGE STEWART, CPA 316 17th AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX (206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Massey Exploration, Corp. I have reviewed the condensed balance sheet of Massey Exploration, Corp. (an Exploration Stage Company) as of November 30, 2010, and the related condensed statements of operations for the three and nine months ended November 30, 2010 and 2009 and for the period from January 22, 2007 (inception) to November 30, 2010, and condensed statements of cash flows for the nine months ended November 30, 2010 and 2009 and for the period from January 22, 2007 (inception) to November 30, 2010. These financial statements are the responsibility of the company's management. I conducted my review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with generally accepted accounting principles in the United States of America. I have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of Massey Exploration, Corp. (an Exploration Stage Company) as of February 28, 2010, and the related statements of operations, retained earnings and cash flows for the year then ended (not presented herein); and in my report dated May 10, 2010, I expressed a going concern opinion on those financial statements. In my opinion, the information set forth in the accompanying condensed balance sheet as of February 28, 2010, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. /s/ George Stewart, CPA ------------------------------- George Stewart, CPA Seattle, Washington January 10, 2011 3
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of November 30, February 28, 2010 2010 -------- -------- ASSETS CURRENT ASSETS Cash $ 24,107 $ 39,768 -------- -------- TOTAL CURRENT ASSETS 24,107 39,768 -------- -------- TOTAL ASSETS $ 24,107 $ 39,768 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 240 $ -- -------- -------- TOTAL CURRENT LIABILITIES 240 -- -------- -------- TOTAL LIABILITIES 240 -- -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 6,300,000 shares issued and outstanding as of Anovember 30, 2010 and February 29, 2010 6,300 6,300 Additional paid-in capital 71,700 71,700 Deficit accumulated during exploration stage (54,133) (38,232) -------- -------- TOTAL STOCKHOLDERS' EQUITY 23,867 39,768 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 24,107 $ 39,768 ======== ======== See Notes to Financial Statements 4
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, 2010 2009 2010 2009 2010 ---------- ---------- ---------- ---------- ---------- REVENUES Profit Sharing $ -- $ -- $ -- $ -- $ 7 ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- 7 EXPENSES Property Expenditures -- -- -- 7,500 15,450 Professional Fees 1,500 1,400 5,900 5,700 21,695 General and Adminstrative 1,475 322 10,001 2,251 16,995 ---------- ---------- ---------- ---------- ---------- TOTAL EXPENSES 2,975 1,722 15,901 15,451 54,140 ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (2,975) $ (1,722) $ (15,901) $ (15,451) $ (54,133) ========== ========== ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00 ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,300,000 6,300,000 6,300,000 6,300,000 ========== ========== ========== ========== See Notes to Financial Statements 5
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- January 22, 2007 Nine Months Nine Month (inception) Ended Ended through November 30, November 30, November 30, 2010 2009 2010 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(15,901) $(15,451) $(54,133) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Accounts Payable 240 (1,610) 240 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (15,661) (17,061) (53,893) 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 (15,661) (17,061) 24,107 CASH AT BEGINNING OF PERIOD 39,768 59,072 -- -------- -------- -------- CASH AT END OF YEAR $ 24,107 $ 42,011 $ 24,107 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 6
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements November 30, 2010 -------------------------------------------------------------------------------- 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. 7
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements November 30, 2010 -------------------------------------------------------------------------------- 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. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. MINING EXPENSES The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses the carrying costs for impairment under ASC No. 360, "IMPAIRMENT OR DISPOSAL OF LONG LIVED Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. 8
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements November 30, 2010 -------------------------------------------------------------------------------- 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, 2010 and generated a net loss of $54,133. 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 $24,107 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. NOTE 7. INCOME TAXES As of November 30, 2010 ----------------------- Deferred tax assets: Net operating tax carryforwards $ 54,133 Tax rate 34% -------- Gross deferred tax assets 18,405 Valuation allowance (18,405) -------- 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. 9
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements November 30, 2010 -------------------------------------------------------------------------------- NOTE 8. NET OPERATING LOSSES As of November 30, 2010, the Company has a net operating loss carryforward of approximately $54,133. 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, 2010 the Company had 6,300,000 shares of common stock issued and outstanding. NOTE 10. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2010: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 6,300,000 shares issued and outstanding. 10
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 $2,975 and $1,772 for the 3 months ended November 30, 2010 and 2009, 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. We incurred operating expenses of $15,901 and $15,451 for the 9 months ended November 30, 2010 and 2009, 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 and for the 9 months ended November 30, 2009 it included $7,500 in exploration costs. Our net loss from inception (January 22, 2007) through November 30, 2010 was $54,133. 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, 2010. Balance Sheet Data: 11/30/10 ------------------- -------- Cash $24,107 Total assets $24,107 Total liabilities $ 240 Shareholders' equity $23,867 11
LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at November 30, 2010 was $24,107 with $240 in 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 $25,000. 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, 2010. 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 12
required to be disclosed by us in the reports that we file or submit under the 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, 2010, 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, 2010 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 or Exhibit No. Exhibit 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 Filed herewith of Chief Executive Officer 31.2 Section 302 Certification Filed herewith of Chief Financial Officer 32 Section 906 Certification Filed herewith of Chief Executive Officer and Chief Financial Officer 13
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, 2011 Massey Exploration Corp. /s/ Michael Hawitt --------------------------------------------------- By: Michael Hawitt (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Sole Director) 1