Attached files

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EX-10 - EX-10.8 CONVERTIBLE PROMISSORY NOTE - Discovery Gold Corpnorman10q073111ex108.htm
EX-10 - EX-10.6 CONSULTING AGREEMENT - Discovery Gold Corpnorman10q073111ex106.htm
EX-31 - EX-31.2 SECTION 302 CERTIFICATION - Discovery Gold Corpnorman10q073111ex3102.htm
EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Discovery Gold Corpnorman10q073111ex3201.htm
EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Discovery Gold Corpnorman10q073111ex3101.htm

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 July 31, 2011


        . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______


Commission File Number 333-167284


NORMAN CAY DEVELOPMENT, INC.


[norman10q073111001.jpg]

(Name of small business issuer in its charter)

 

Nevada

 

27-2616571

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

4472 Winding Lane

Stevensville, MI 49127

(Address of principal executive offices)

 

(269) 429-7002

(Registrant’s telephone number)


with a copy to:

Carrillo Huettel, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile (619) 546-6060

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 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 (§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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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      .


As of September 13, 2011, there were 98,500,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.







NORMAN CAY DEVELOPMENT, INC.


TABLE OF CONTENTS 


 

 

 

  

Page

 

 

PART I.                FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

3

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

ITEM 4.

CONTROLS AND PROCEDURES

13

  

 

PART II.               OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

14

ITEM 1A.

RISK FACTORS

14

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4.

[REMOVED AND RESERVED]

14

ITEM 5.

OTHER INFORMATION

14

ITEM 6.

EXHIBITS

15


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Norman Cay Development, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "NCDI" refers to Norman Cay Development, Inc.




2






PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS






NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)


Financial Statements


For the Periods Ended July 31, 2011 (unaudited) and April 30, 2011










Balance Sheets (unaudited)

4

Statements of Operations (unaudited)

5

Statements of Cash Flows (unaudited)

6

Notes to the Financial Statements (unaudited)

7








3





NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Balance Sheets

(unaudited)


 

 

July 31,

2011

$

 April 30,

 2011

 $

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Cash

 

36,534

71,160

 

 

 

 

Total Assets

 

36,534

71,160

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

Accounts payable

 

31,140

31,705

Accrued liabilities

 

6,907

5,258

Due to Related Parties

 

100

100

Note payable

 

65,416

65,416

 

 

 

 

Total Liabilities

 

103,563

102,479

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Preferred Stock

   Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

   Issued and outstanding: nil preferred shares

 

 

 

 

 

Common Stock

   Authorized: 250,000,000 common shares with a par value of $0.001 per share

   Issued and outstanding: 97,500,000 common shares

 

97,500

97,500

 

 

 

 

Additional paid-in capital

 

(22,500)

(22,500)

 

 

 

 

Accumulated deficit during the development stage

 

(142,029)

(106,319)

 

 

 

 

Total Stockholders’ Deficit

 

(67,029)

(31,319)

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

36,534

71,160

 

 

 

 





(The accompanying notes are an integral part of these financial statements)


4





NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Operations

(unaudited)


 

 

 

 

 

For the Three Months Ended

July 31,

2011

$

For the Three Months Ended

July 31,

2010

$

Accumulated from April 29, 2010

(Date of Inception) to July 31,

2011

$

 

 

 

 

Revenues

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

General and administrative

19,061

6,313

48,022

Professional fees

15,000

25,500

87,100

 

 

 

 

Total Operating Expenses

34,061

31,813

135,122

 

 

 

 

Other Expense

 

 

 

 

 

 

 

Interest expense

1,649

735

6,907

 

 

 

 

Net Loss

(35,710)

(32,548)

(142,029)


Net Loss per Share – Basic and Diluted        

 


Weighted Average Shares Outstanding – Basic and Diluted

97,500,000

75,000,000

 

 

 

 

 












(The accompanying notes are an integral part of these financial statements)


5





NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Cashflows

(unaudited)


 

For the Three Months Ended

July 31,

2011

$

For the Three Months Ended

July 31,

2010

$

Accumulated from

April 29, 2010

(Date of Inception) to April 30,

2011

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

(35,710)

(32,548)

(142,029)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable

(565)

(360)

31,140

Accrued liabilities

1,649

735

6,907

Due to related parties

100

 

 

 

 

Net Cash Used In Operating Activities

(34,626)

(32,173)

(103,882)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from note payable

29,994

65,416

Proceeds from issuance of common stock

75,000

 

 

 

 

Net Cash Provided By Financing Activities

29,994

140,416

 

 

 

 

Increase (Decrease) in Cash

(34,626)

(2,179)

36,534

 

 

 

 

Cash – Beginning of Period

71,160

4,918

 

 

 

 

Cash – End of Period

36,534

2,739

36,534

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Issuance of founders’ shares

5,000

 

 

 

 





(The accompanying notes are an integral part of these financial statements)


6



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



1.

Nature of Operations and Continuance of Business


Norman Cay Development, Inc. (the “Company”) was incorporated in the State of Nevada on April 29, 2010. The Company is a development stage company and its principal business operations is to be an authorized reseller of wireless telephones and service plans.    


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of July 31, 2011, the Company has not recognized any revenue, and has an accumulated deficit of $142,029. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is April 30.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Interim Financial Statements


These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.


d)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  




7



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


e)

Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


f)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


g)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of July 31, 2011 and April 30, 2011 and 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


h)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



8



NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



3.

Note Payable


As at July 31, 2011, the Company owes $65,416 (April 30, 2011 - $65,416) of notes payable to a non-related party. The amounts owing are unsecured, due interest at 10% per annum, and due on demand.  During the period ended July 31, 2011, the Company recorded interest expense of $1,649 (2010 - $735).


4.

Related Party Transactions


As at July 31, 2011, the Company owes $100 (April 30, 2011 - $100) to the President and CEO of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.


5.

Subsequent Events


a)

On August 25, 2011, the Company received $100,000 from a non-related party as part of a note payable.  Under the terms of the note, the amount is unsecured, due interest at 10% per annum, and due on demand.  


b)

On September 1, 2011, the Company entered into a consulting agreement for professional services in exchange for the issuance of 1,000,0000 common shares.  


b)

On September 2, 2011, the Company entered into a share exchange agreement (the “Agreement”) with Discovery Gold Ghana Limited (“Discovery”), a company organized under the laws of the country of Ghana.  Under the terms of the Agreement, the Company acquired 100% of the issued and outstanding shares of Discovery in exchange for $100,000 and 17,500,000 common shares of the Company.  As of the date of the filing, the common shares have not been issued.  




 




9





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

July 31,

2011

$

April 30,

2011

$

Current Assets

36,534

71,160

Current Liabilities

103,563

102,479

Working Capital (Deficit)

(67,029)

(31,319)


Cash Flows


  

Three months ended July 31,

2011

$

Three months ended July 31,

2010

$

Cash Flows from (used in) Operating Activities

(34,626)

(32,173)

Cash Flows from (used in) Financing Activities

-

29,994

Net Increase (decrease) in Cash During Period

(34,626)

(2,179)


Operating Revenues


During the periods ended July 31, 2011 and 2010, the Company did not earn any operating revenues.  


Operating Expenses and Net Loss


During the three months ended July 31, 2011, the Company incurred operating expenses of $34,061 compared with $31,813 for the three months ended July 31, 2010.  The increase in operating expenses was attributed to an increase in general and administrative expense of $12,748 due to $5,000 incurred on website costs and $5,000 on investor relations.  The increase was offset by a decrease in professional fees of $10,500 as the Company was going through its S-1 registration process which required additional legal services.  


For the three months ended July 31, 2011, the Company recorded a net loss of $35,710 compared with a net loss of $32,548 for the three months ended July 31, 2010.  In addition to operating expenses, the Company incurred interest expense of $1,649 during the three months ended July 31, 2011 compared with $735 during the three months ended July 31, 2010 relating to interest on its note payable of $65,416, which is due interest at 10% per annum.  The increase in interest expense was due to the fact that the current period accounted for the entire three month period whereas the prior year only incorporated a partial period.  




10






Liquidity and Capital Resources


At July 31, 2011, the Company had cash and total assets of $36,534 compared with $71,160 at April 30, 2011.  The decrease in cash and total assets were attributed to the fact that the Company incurred operating activity during the period but did not raise new financing or received any funds from any operating activity.  


At July 31, 2011, the Company had total liabilities of $103,563 compared with $102,479 at April 30, 2011.  Overall, total liabilities were consistent with the prior period.


The Company had a working capital deficit of $67,029 at July 31, 2011 compared with $31,319 at April 30, 2011.  The increase in working capital deficit was attributed to expenditures incurred during the period for which the Company did not raise new financing.


Cashflow from Operating Activities


During the three months ended July 31, 2011, the Company used cash flows of $34,626 in operating activities compared with $32,173 of cash flows during the three months ended July 31, 2010.  Overall, cash flows from operating activities were consistent with prior year.   


Cashflow from Financing Activities


During the three months ended July 31, 2011, the Company did not raise any new financing compared with receipt of $29,994 during the three months ended July 31, 2010 for the proceeds received from issuance of a note payable.  

 

Subsequent Developments


On September 2, 2011, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), and the majority stockholder of the Company (the “Controlling Stockholder”).  Pursuant to the Share Exchange Agreement, the Company shall acquire one hundred percent (100%) of the issued and outstanding ordinary shares of DGG, and in exchange the Company shall: (i) make a one-time payment of one hundred thousand dollars ($100,000) to DGG and (ii) issue seventeen million five hundred thousand (17,500,000) newly-issued shares of restricted common stock of the Company to the DGG Stockholders as further set forth in the Share Exchange Agreement. As a result of the Share Exchange Agreement, the DGG Stockholders will hold approximately 15.22% of the issued and outstanding common stock of the Company.  As of the date of this filing, the common shares have not been issued.  


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no significant 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 are material to stockholders.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.




11






Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



12






ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4. 

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed 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 our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on August 10, 2011, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.




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PART II - OTHER INFORMATION


ITEM 1. 

LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


On September 1, 2011, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Kevin Coombes, an individual (“Mr. Coombes”), pursuant to which Mr. Coombes shall provide accounting and administrative services to the Company for a term of two (2) years.  In exchange for his services, Mr. Coombes shall receive a one-time issuance of one million (1,000,000) shares of restricted common stock of the Company.


On September 2, 2011, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) by and among the Company, Discovery Gold Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), and the majority stockholder of the Company (the “Controlling Stockholder”).  Pursuant to the Share Exchange Agreement, the Company shall acquire one hundred percent (100%) of the issued and outstanding ordinary shares of DGG, and in exchange the Company shall: (i) make a one-time payment of one hundred thousand dollars ($100,000) to DGG and (ii) issue seventeen million five hundred thousand (17,500,000) newly-issued shares of restricted common stock of the Company to the DGG Stockholders as further set forth in the Share Exchange Agreement. As a result of the Share Exchange Agreement, the DGG Stockholders will hold approximately 15.22% of the issued and outstanding common stock of the Company.  As of the date of this filing, the common shares have not been issued.  


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  

[REMOVED AND RESERVED]


ITEM 5.

OTHER INFORMATION


None.




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ITEM 6.

EXHIBITS



Exhibit Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

10.01

Management Agreement between the Company and Shelley Guidarelli dated April 30, 2011

Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1.

10.02

Promissory Note between the Company and Steve Ross dated May 10, 2010

Filed with the SEC on August 10, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.03

Amended Promissory Note between the Company and Steve Ross dated October 19, 2010

Filed with the SEC on October 21, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.04

Consulting Agreement between the Company and Voltaire Gomez dated September 24, 2010

Filed with the SEC on December 17, 2010 as part of our Quarterly Report on Form 10-Q.

10.05

Investor Relations Agreement between the Company and LiveCall Investor Relations Company dated May 15, 2011

Filed with the SEC on August 10, 2011 as part of our Annual Report on Form 10-K.

10.06

Consulting Agreement between the Company and Kevin Coombes dated September 1, 2011

Filed herewith.

10.07

Share Exchange Agreement with Discovery Gold Ghana Limited dated September 2, 2011

Filed with the SEC on September 7, 2011 as part of our Current Report on Form 8-K.

10.08

Convertible Promissory Note between the Company and Donald Ross dated September14, 2011

Filed herewith.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

 101.INS*

XBRL Instance Document

To be filed by Amendment.

101.SCH*

XBRL Taxonomy Extension Schema Document

To be filed by Amendment.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

To be filed by Amendment.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

To be filed by Amendment.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

To be filed by Amendment.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

To be filed by Amendment.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




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SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  

  

NORMAN CAY DEVELOPMENT, INC.


Dated:     September 14, 2011

 


/s/ Shelley Guidarelli                   

  

  

SHELLEY GUIDARELLI

  

  

Its:  President and CEO


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

Dated:     September 14, 2011

/s/ Shelley Guidarelli                         

  

By:  SHELLEY GUIDARELLI

Its:  Director




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