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, 2013
Commission file number 000-53724
NEVADA GOLD CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
2683 Via de la Valle, Suite G418
Del Mar, CA 92014
(Address of principal executive offices, including zip code)
(858) 367-9570
(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: 53,550,000 shares as of October 15,
2013
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended August 31, 2013 immediately
follow.
2
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
August 31, February 28,
2013 2013
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 14 $ 254
---------- ----------
TOTAL CURRENT ASSETS 14 254
---------- ----------
TOTAL ASSETS $ 14 $ 254
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 87,454 $ 87,934
Loan Payable 67,563 67,563
Loan Payable - Related Party 28,731 24,130
---------- ----------
TOTAL CURRENT LIABILITIES 183,747 179,627
---------- ----------
TOTAL LIABILITIES 183,747 179,627
---------- ----------
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;
53,550,000 shares issued and outstanding as of August 31, 2012 and
February 29, 2012 53,550 53,550
Additional paid-in capital 24,450 24,450
Deficit accumulated during exploration stage (261,733) (257,373)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (183,733) (179,373)
---------- ----------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 14 $ 254
========== ==========
See Notes to Financial Statements
3
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Statement of Operations (Unaudited)
--------------------------------------------------------------------------------
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,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
REVENUES
Profit Sharing $ -- $ -- $ -- $ -- $ 7
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- 7
EXPENSES
Property Expenditures -- 47,400 -- 47,400 62,850
Professional Fees 4,060 4,440 4,300 7,854 166,333
General and Adminstrative 30 4,649 60 5,669 29,989
Interest Expense -- 188 -- 375 2,567
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 4,090 56,676 4,360 61,298 261,740
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (4,090) $ (56,676) $ (4,360) $ (61,298) $ (261,733)
============ ============ ============ ============ ============
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 53,550,000 53,550,000 53,550,000 53,550,000
============ ============ ============ ============
See Notes to Financial Statements
4
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Statement of Cash Flows (Unaudited)
--------------------------------------------------------------------------------
January 22, 2007
Six Months Six Months (inception)
Ended Ended through
August 31, August 31, August 31,
2013 2012 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,360) $ (4,887) $ (261,733)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable (480) -- 87,454
Deposit -- -- --
Accrued interest -- -- --
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,840) (4,887) (174,279)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable -- -- 67,563
Loan Payable - Related Party 4,600 4,600 28,731
Issuance of common stock -- -- 78,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,600 4,600 174,293
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (240) (287) 14
CASH AT BEGINNING OF PERIOD 254 370 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 14 $ 84 $ 14
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
5
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Nevada Gold Corp.
(formerly, Massey Exploration Corp. the "Company"), have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-K filed with SEC. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2013 as reported in the Form 10-K have been
omitted.
NOTE 2. GOING CONCERN
As of August 31, 2013, the Company has not generated revenues and has
accumulated losses since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
its ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
NOTE 3. NOTE PAYABLE
As of August 31, 2013, the Company owes two unrelated parties a total of
$67,563. The first note was for $15,000 forwarded on behalf of the Company as a
retainer for legal fees. The note bears interest of 5% per annum and the term
expires on February 28, 2013. The second note for $50,000 bears interest at a
rate of 10% per annum and has no maturity date.
NOTE 4. NOTE PAYABLE - RELATED PARTY
As of August 31, 2013, $12,251 is owed to Michael Hawitt, a former officer and
director, and is non-interest bearing with no specific repayment terms.
As of August 31, 2013, $16,480 is owed to Merrill Moses, the current officer and
director, and is non-interest bearing with no specific repayment terms.
6
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2013
--------------------------------------------------------------------------------
NOTE 5. STOCK TRANSACTIONS
On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000
shares of common stock from Michael Hawitt for US $10.00. The transaction
results in Mr. Moses holding 24% of the Company's issued and outstanding common
stock.
On May 23, 2013, in a private transaction, Cort Hooper purchased 6,500,000
shares of common stock from Michael Hawitt for US $10.00. The transaction
results in Mr. Hooper holding 12% of the Company's issued and outstanding common
stock.
The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or
11%, of the Company's issued and outstanding common stock.
7
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
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
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.
On May 31, 2011, our board of directors approved an agreement and plan of merger
to merge into 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.
8
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".
Effective July 20, 2012, Michael Hawitt resigned as president, secretary,
treasurer, chief executive officer, chief financial officer and as director of
our company. Mr. Hawitt's resignation was not the result of any disagreements
with our company regarding our operations, policies, practices or otherwise.
Concurrently with Mr. Hawitt's resignation, we appointed Merrill W. Moses as
president, secretary, treasurer, chief executive officer, chief financial
officer and as director of our company, effective July 20, 2012. In addition, we
also appointed Charles C. Hooper as vice president of our company. Also
effective July 20, 2012, we increased the number of directors on our board of
directors to two (2) and appointed Charles C. Hooper as a member to our
company's board of directors.
On July 23, 2012, the Delaware Secretary of State accepted for filing of a
Certificate of Amendment to our Certificate of Incorporation to change our name
from Massey Exploration Corp. to Nevada Gold Corp. and to effect a forward split
of our issued and outstanding shares of common stock on the basis of 8.5 new for
one (1) old, effective July 27, 2012. As a result, our issued and outstanding
shares of common stock will increase from 6,300,000 to 53,550,000 shares of
common stock, par value of $0.001. Our authorized share capital will remain the
same. The Certificate of Amendment is as Exhibit 3.1 to the Form 8-K filed with
the Securities and Exchange Commission on July 26, 2012.
The name change and the forward split were approved on June 27, 2012 by our
board of directors and 51.5% of the holders of our common stock by way of a
written consent resolution.
Effective July 27, 2012, in accordance with approval from the Financial Industry
Regulatory Authority ("FINRA"), we changed our name from Massey Exploration
Corp. to Nevada Gold Corp. and effected a forward split of our issued and
outstanding shares of common stock on a 8.5 new for one (1) old basis, such
that, our issued and outstanding shares of common stock increased from 6,300,000
to 53,550,000 shares of common stock, par value of $0.001. Our authorized
capital remains at 75,000,000 common shares of common stock, par value of
$0.001.
The name change and forward split became effective with the Over-the-Counter
Bulletin Board at the opening of trading on July 27, 2012. A new symbol, NVGC,
was issued by FINRA.
Effective August 8, 2012, Nevada Gold Corp. entered into an option agreement
with Development Resources LLC, a Utah LLC ("Development Resources"), wherein we
wish to acquire an interest in four sections (2,560 acres), consisting of
9
approximately 120 BLM mineral lease claims from Development Resources for the
purpose of exploration for gold, silver and other mineralization deposits (the
"Property").
The Property consists of BLM mineral lease claims group for a total of 120
claims located on Sections 5, 6, 7 and 8 in Township 33N and Range 64E with
Meridian MDR&M. We also have an option to acquire a similar interest in and to
an additional 4 sections of 2,650 acres of approximately 120 claims held by
Development Resources for a period of one year from the effective date.
In order for us to exercise the option, we are required to pay $125,000 to
Development Resources by July 1, 2013. We are also required to issue an
aggregate of 3,000,000 restricted shares of common stock after the property
payment of $125,000 is made.
In addition, pursuant to terms of the option agreement, we were required to pay
$47,400 to Development Resources no later than August 14, 2012 for the full
county, state and BLM fees to keep the Property in good standing, for a period
of one year, with all agencies by the required filing date of September 1, 2012.
All the required payments were made.
Upon the full payment of cash and the distribution of shares, we will acquire
51% interest free and clear in and to the Property from Development Resources.
The option agreement shall terminate at 12:01 pm on the 15th day following any
non-payment by us for the schedule of payments and/or delivery of the shares on
a timely basis or any alternative payment acceptable to Development Resources
has not been agreed to and paid to Development Resources by us.
The description of the Property contained in this Item 1.01 is a summary and is
qualified in its entirety by reference to the copy of the option agreement is
attached as an exhibit to a Form 8-K as filed with the Securities and Exchange
Commission on August 8, 2012.
On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000
shares of common stock from Michael Hawitt, a former officer and director, for
US $10.00. The transaction results in Mr. Moses holding 24% of the Company's
issued and outstanding common stock.
On May 23, 2013, in a private transaction, Charles C. Hooper purchased 6,500,000
shares of common stock from Michael Hawitt, a former officer and director, for
US $10.00. The transaction results in Mr. Hooper holding 12% of the Company's
issued and outstanding common stock.
The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or
11%, of the Company's issued and outstanding common stock.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue. We
incurred operating expenses of $4,090 and $56,676 for the three months ended
August 31, 2013 and 2012, respectively. We incurred operating expenses of $4,360
10
and $61,298 for the six months ended August 31, 2013 and 2012, respectively.
These expenses consisted of general operating expenses incurred in connection
with the day to day operation of our business and in 2012 $47,400 in property
expenditures. Our net loss from inception (January 22, 2007) through August 31,
2013 was $261,733.
On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to its director at the time, 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, 2013 and the year ended February 28, 2013.
Balance Sheet Data: 8/31/13 2/28/13
------------------- ------- -------
Cash $ 14 $ 254
Total assets $ 14 $ 254
Total liabilities $ 183,747 $ 179,627
Shareholders' equity $(183,733) $(179,373)
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, 2013 was $14 with $183,747 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 carry out exploration on
the new leased property.
The company has an option to acquire certain claims located the Long Canyon Gold
Trend of Northern Nevada State. It is the company's intension to fulfill its
option agreement with the vendor for cash and stock consideration as well as
complete a phase one surface and air exploration program including soil samples,
11
chip samples and grid work to seek drill targets and produce a geologists report
for future work. The company will need to raise exploration funds to complete
this work.
Total expenditures over the next 12 months are currently expected to be
approximately $250,000.
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, 2012. 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, 2013, 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, 2013 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Incorporated by
Exhibit No. Exhibit Reference or Filed Herewith
----------- ------- ---------------------------
3.1 Articles of Incorporation Incorporated by reference to the
Form 8-K filed with the SEC on
July 26, 2012, 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 of Filed herewith
Chief Executive Officer
31.2 Section 302 Certification of Filed herewith
Chief Financial Officer
32 Section 906 Certification of Filed herewith
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 15, 2013 Nevada Gold Corp.
/s/ Merrill W. Moses
---------------------------------------------------
By: Merrill W. Moses
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Director)
/s/ Charles C. Hooper
---------------------------------------------------
By: Charles C. Hoope
(Director)
1