Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 8, 2011
MASSEY EXPLORATION CORP.
(Exact name of registrant as specified in its charter)
Delaware 000-53724 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
No.3, Lane 300, 508 24th Avenue SW, Calgary, Alberta T2S 0K4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (403) 228-9909
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
ITEM 8.01 OTHER ITEMS
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 to this
Current Report as Exhibit 3.3.
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".
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
2.1 Agreement and Plan of Merger dated May 31, 2011
3.1 Articles of Merger filed with the Nevada Secretary of State
3.2 Certificate of Merger filed with the Delaware Secretary of State
3.3 Delaware Bylaws
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 hereunto duly authorized.
MASSEY EXPLORATION CORP.
/s/ Michael Hawitt
----------------------------------------------------
Michael Hawitt
President (Principal Executive Officer) and Director
Date: July 13, 2011
