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 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.
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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
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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.
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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.
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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.
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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