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EXCEL - IDEA: XBRL DOCUMENT - Nevada Gold Corp.Financial_Report.xls
EX-32 - Nevada Gold Corp.ex32.txt
EX-31 - Nevada Gold Corp.ex31-1.txt
EX-31 - Nevada Gold Corp.ex31-2.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 AUGUST 31, 2011

                        Commission file number 000-53724


                            MASSEY EXPLORATION CORP.
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (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 [X] 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 October 13,
2011

ITEM 1. FINANCIAL STATEMENTS The financial statements for the quarter ended August 31, 2011 immediately follow. 2
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of August 31, February 28, 2011 2011 ---------- ---------- ASSETS CURRENT ASSETS Cash $ 2,373 $ 8,785 Deposit -- 29,970 ---------- ---------- TOTAL CURRENT ASSETS 2,373 38,755 ---------- ---------- TOTAL ASSETS $ 2,373 $ 38,755 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 87,569 $ 1,740 Loan Payable 15,375 15,000 ---------- ---------- TOTAL CURRENT LIABILITIES 102,944 16,740 ---------- ---------- TOTAL LIABILITIES 102,944 16,740 ---------- ---------- STOCKHOLDERS' EQUITY Preferred Stock ,$0.001 par value, 30,000,000 shares authorized, zero and zero shares issued and outstanding as of May 31, 2011 and February 28, 2011 Common stock, ($0.001 par value, 125,000,000 shares authorized; 6,300,000 shares issued and outstanding as of August 31, 2011 and February 28, 2011 6,300 6,300 Additional paid-in capital 71,700 71,700 Deficit accumulated during exploration stage (178,571) (55,985) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (100,571) 22,015 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 2,373 $ 38,755 ========== ========== See Notes to Financial Statements 3
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Statement of Operations -------------------------------------------------------------------------------- January 22, 2007 Three Months Three Months Six Months Six Months (inception) Ended Ended Ended Ended through August 31, August 31, August 31, August 31, August 31, 2011 2010 2011 2010 2011 ---------- ---------- ---------- ---------- ---------- REVENUES Profit Sharing $ -- $ -- $ -- $ -- $ 7 ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- 7 EXPENSES Property Expenditures -- -- -- -- 15,450 Professional Fees 106,374 1,400 120,038 4,400 143,233 General and Adminstrative 889 7,825 2,172 8,526 19,520 Interest Expense 188 -- 375 -- 375 ---------- ---------- ---------- ---------- ---------- TOTAL EXPENSES 107,451 9,225 122,585 12,926 178,577 ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (107,451) $ (9,225) $ (122,585) $ (12,926) $ (178,571) ========== ========== ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ 0.02 $ 0.00 $ 0.02 $ 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 4
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- January 22, 2007 Six Months Six Months (inception) Ended Ended through August 31, August 31, August 31, 2011 2010 2011 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (122,585) $ (12,926) $ (178,571) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Accounts Payable 85,829 -- 87,569 Deposit 29,970 -- -- Accrued interest 375 -- 375 ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,412) (12,926) (90,627) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Loan Payable -- -- 15,000 Issuance of common stock -- -- 78,000 ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 93,000 ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH (6,412) (12,926) 2,373 CASH AT BEGINNING OF PERIOD 8,785 39,768 -- ---------- ---------- ---------- CASH AT END OF PERIOD $ 2,373 $ 26,842 $ 2,373 ========== ========== ========== 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 August 31, 2011 -------------------------------------------------------------------------------- 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. On July 8, 2011 the Company merged with its wholly-owned subsidiary, Massey Exploration Corp. for the purpose of re-domiciling to the state of Delaware. 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 August 31, 2011 -------------------------------------------------------------------------------- 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. 7
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements August 31, 2011 -------------------------------------------------------------------------------- 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. 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 August 31, 2011 and generated a net loss of $178,571. This condition raises substantial doubt about the Company's ability to continue as a going concern. The company's current cash of $2,373 is not sufficient to cover the expenses they will incur during the next twelve months without raising 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 August 31, 2011 --------------------- Deferred tax assets: Net operating tax carryforwards $ 178,571 Tax rate 34% --------- Gross deferred tax assets 60,714 Valuation allowance (60,714) --------- 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. 8
MASSEY EXPLORATION CORP. (An Exploration Stage Company) Notes to Financial Statements August 31, 2011 -------------------------------------------------------------------------------- NOTE 8. LOAN PAYABLE As of August 31, 2011, the Company owed an unrelated party $15,375 for funds forwarded on behalf of the Company as a retainer for legal fees. The Loan bears interest of 5% per annum and the term expires on February 28, 2012. NOTE 9. NET OPERATING LOSSES As of August 31, 2011, the Company has a net operating loss carryforward of approximately $178,571. Net operating loss carryforwards expire twenty years from the date the loss was incurred. NOTE 10. 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 August 31, 2011 the Company had 6,300,000 shares of common stock issued and outstanding. NOTE 11. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of August 31, 2011: Preferred stock, $ 0.001 par value: 30,000,000 shares authorized; zero shares issued and outstanding. Common stock, $ 0.001 par value: 125,000,000 shares authorized; 6,300,000 shares issued and outstanding. 9
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. GENERAL On May 31, 2011, our board of directors approved an agreement and plan of merger to merge into with our wholly-owned subsidiary Massey Exploration Corp., a Delaware corporation and to carry out a continuance of our company from the State of Nevada to the State of Delaware. On July 8, 2011, we filed articles of merger with the Nevada Secretary of State to effect the domicile change to the State of Delaware. On July 8, 2011, we filed a certificate of merger with the Delaware Secretary of State to effect the domicile change to the State of Delaware. In conjunction with the domicile change, our board of directors adopted a new certificate of incorporation under the laws of the State of Delaware to increase our authorized number of shares of common stock from 75,000,000 to 125,000,000 shares of common stock, with a par value of $0.001 and to create a class of 30,000,000 preferred shares, with a par value of $0.001. Also in conjunction with the domicile change, our board of directors adopted new bylaws under the laws of the State of Delaware. The bylaws are attached, as Exhibit 3.3, to our current report filed on Form 8-K with the Securities and Exchange Commission on July 13, 2011. These amendments were approved on May 31, 2011 by 51.9% of the holders of our common stock by way of a written consent resolution. Our definitive Schedule 14C, Information Statement, was filed on June 17, 2011. On July 11, 2011, the Financial Industry Regulatory Authority ("FINRA") processed our request to carry out a continuance from the State of Nevada to the State of Delaware. The domicile change has become effective with the Over-the-Counter Bulletin Board at the opening of trading on July 11, 2011 under our current symbol "MSXP". RESULTS OF OPERATIONS We are still in our exploration stage and have not generated any revenue. We incurred operating expenses of $107,451 and $9,225 for the three months ended August 31, 2011 and 2010, 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. 10
We incurred operating expenses of $122,585 and $12,926 for the six months ended August 31, 2011 and 2010, 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 August 31, 2011 was $178,571. 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. The following table provides selected financial data about our company for the period ended August 31, 2011 and the year ended 2/28/11. Balance Sheet Data: 8/31/11 2/28/11 ------------------- ------- ------- Cash $ 2,373 $ 38,755 Total assets $ 2,373 $ 38,755 Total liabilities $ 102,944 $ 16,740 Shareholders' equity $(100,571) $ 22,015 GOING CONCERN 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. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at August 31, 2011 was $2,373 with $102,944 in outstanding liabilities. Management believes our current cash resources are not sufficient to fund operations for the next twelve months. If we experience a shortage of funds prior to funding we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for filing and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. PLAN OF OPERATION Our plan of operation for the next twelve months is to secure another property for exploration or pursue another business opportunity to enhance shareholder value. Total expenditures over the next 12 months are currently expected to be approximately $30,000. 11
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 or another business opportunity to enhance shareholder value. 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, May 31, 2011. 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 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 August 31, 2011, 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 August 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 12
PART II. OTHER INFORMATION ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Incorporated by Reference or Exhibit No. Exhibit Filed Herewith ----------- ------- -------------- 3.1 Articles of Incorporation Incorporated by reference to the Form 8-K filed with the SEC on July 13, 2011, File No. 000-53724 3.2 Bylaws Incorporated by reference to the Form 8-K filed with the SEC on July 13, 2011, File No. 000-53724 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 101 Interactive data files pursuant Filed herewith to Rule 405 of Regulation S-T. 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. October 13, 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