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 MAY 31, 2012
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 July 19, 2012
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended May 31, 2012 immediately follow.
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MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
May 31, February 29,
2012 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 350 $ 365
---------- ----------
TOTAL CURRENT ASSETS 350 365
---------- ----------
TOTAL ASSETS $ 350 $ 365
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 90,629 $ 86,209
Loan Payable 15,938 15,750
Loan Payable - Related Party 5,771 5,771
---------- ----------
TOTAL CURRENT LIABILITIES 112,338 107,731
---------- ----------
TOTAL LIABILITIES 112,338 107,731
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 6,300,000 shares issued and outstanding
as of May 31, 2012 and February 28, 2012 6,300 6,300
Additional paid-in capital 71,700 71,700
Deficit accumulated during exploration stage (189,988) (185,366)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (111,988) (107,366)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 350 $ 365
========== ==========
See Notes to Financial Statements
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MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 22, 2007
Three Months Three Months (inception)
Ended Ended through
May 31, May 31, May 31,
2012 2011 2012
---------- ---------- ----------
REVENUES
Profit Sharing $ -- $ -- $ 7
---------- ---------- ----------
TOTAL REVENUES -- -- 7
EXPENSES
Property Expenditures 15,450
Professional Fees 3,414 13,664 150,588
General and Adminstrative 1,020 1,471 23,019
Interest Expense 188 938
---------- ---------- ----------
TOTAL EXPENSES 4,622 15,135 189,994
---------- ---------- ----------
NET INCOME (LOSS) $ (4,622) $ (15,135) $ (189,988)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,300,000 6,300,000
========== ==========
See Notes to Financial Statements
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MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 22, 2007
Three Months Three Months (inception)
Ended Ended through
May 31, May 31, May 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,622) $ (15,135) $ (189,988)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 4,419 9,809 90,629
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (203) (5,326) (99,359)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable 188 188 15,938
Loan Payable - Related Party -- -- 5,771
Issuance of common stock -- -- 78,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 188 188 99,709
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (15) (5,138) 350
CASH AT BEGINNING OF PERIOD 365 8,785 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 350 $ 3,647 $ 350
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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MASSEY EXPLORATION CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31. 2012
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Massey Exploration
Corp., 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 Massey'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 2011 as reported in the
Form 10-K have been omitted.
NOTE 2. GOING CONCERN
As of May 31, 2012, Massey has not generated revenues and has accumulated losses
since inception. The continuation of Massey 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 Massey's
ability to continue as a going concern.
NOTE 3. NOTE PAYABLE
As of May 31, 2012, the Company owed an unrelated party $15,938 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, 2013.
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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 $4,622 and $15,135 for the three months ended
May 31, 2012 and 2011, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
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business and the preparation and filing of our registration statement and
periodic reports.
Our net loss from inception (January 22, 2007) through May 31, 2012 was
$189,988.
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 May 31, 2012 and the year ended February 28, 2012.
Balance Sheet Data: 5/31/12 2/28/12
------------------- ------- -------
Cash $ 350 $ 365
Total assets $ 350 $ 365
Total liabilities $ 112,338 $ 107,731
Shareholders' equity $(111,988) $(107,366)
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 May 31, 2012 was $350 with $112,338 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.
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
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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,
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 May 31, 2012, 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 May 31, 2012 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
SUBSEQUENT EVENTS
On July 9, 2012 the Company filed an Information Statement furnished by the
Board of Directors of Massey Exploration Corp., a Delaware corporation ("we",
"our", "us"), to the holders of record at the close of business on the record
date, June 27, 2012 (Record Date) of our outstanding common stock, $0.001 par
value per share, pursuant to Rule 14c-2 promulgated under the Securities
Exchange Act of 1934, as amended. The Information Statement was furnished to
such stockholders for the purpose of informing the stockholders in regards to:
1. an amendment to our Articles of Incorporation to change our name from
Massey Exploration Corp., to Nevada Gold Corp.; and
2. a split of our current issued and outstanding common shares on the
basis of 8.5 new common shares for 1 old common share.
(collectively, the "Amendments").
Our Board of Directors approved the Amendments for the change in our name and
the split of our common shares in order to enhance our corporation's ability to
attract future financing and help effect a potential business combination.
Our Board of Directors unanimously approved the Amendments on June 27, 2012.
Subsequent to our Board of Directors' approval of the Amendments, the holder of
the majority of the outstanding shares of our corporation gave us their written
consent to the Amendments on June 27, 2012. Therefore, following the expiration
of the twenty-day (20) period mandated by Rule 14c and the provisions of Section
242 of the Delaware General Corporation Law, our corporation will file Articles
of Amendment to amend our Articles of Incorporation to give effect to the
Amendments. We will not file the Articles of Amendment to our Articles of
Incorporation to effect the Amendments until at least twenty (20) days after the
filing and mailing of this Information Statement.
PROPOSAL #1 CHANGE OF NAME
ACTION AND EFFECT
On June 27, 2012, our Board of Directors approved, subject to receiving the
approval of a majority of the shareholders of our common stock, an amendment to
our Articles of Incorporation to change our name from "Massey Exploration Corp."
to "Nevada Gold Corp.". To effect the name change we will file a Certificate of
Amendment to our Certificate of Incorporation (the "Articles") with the Delaware
Secretary of State. Concurrently with filing the Certificate of Amendment with
the Delaware Secretary of State, we plan to notify the Financial Industry
Regulatory Authority ("FINRA") of the proposed name change and to work with
FINRA to obtain a new trading symbol for our common stock. We believe that the
name "Massey Exploration Corp." no longer accurately reflects our operations and
interests as we have switched our business focus to identify and acquire gold
exploration properties in Nevada.
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Shareholder approval for the name change and required amendment to our Articles
was obtained by written consent of holders of 3,250,000 common shares of our
company, representing approximately 51.5% of our issued and outstanding shares
of common stock. The change in our name will not become effective until no less
than twenty (20) days have passed after the Information Statement was first
mailed to shareholders of our common stock, the appropriate filings have been
made with the Delaware Secretary of State and until the name change is processed
by FINRA.
PROPOSAL #2: STOCK SPLIT
ACTION AND EFFECT
On June 27, 2012, our Board of Directors approved, subject to receiving the
approval of a majority of the shareholders of our common stock, a forward split
of our current issued and outstanding common shares on the basis of 8.5 new
common shares for 1 old common share.
We will obtain a new CUSIP number for the common stock at the time of the stock
split. We must provide FINRA at least ten (10) calendar days advance notice of
the effective date of the stock split in compliance with Rule 10b-17 under the
Securities Exchange Act of 1934.
The purpose of the stock split is to increase the liquidity of our stock and
make our company more attractive for potential business combinations and
financing.
Shareholder approval for the forward split and required amendment to our
Articles was obtained by written consent of holders of 3,250,000 common shares
of our company, representing approximately 51.5% of our issued and outstanding
shares of common stock. The forward split will not become effective until no
less than twenty (20) days have passed after this Information Statement is first
mailed to shareholders of our common stock, the appropriate filings have been
made with the Delaware Secretary of State and until the name change is processed
by FINRA.
EFFECT ON SHAREHOLDERS
After the effective day of the proposed stock split, each stockholder will own
an increased number of shares of our common stock. As of the Record Date,
6,300,000 shares of common stock, par value of $0.001, were issued and
outstanding. Based on the number of shares issued and outstanding, we will have
53,550,000 shares outstanding, par value of $0.001, immediately following the
completion of the stock split. Further, any outstanding options, warrants and
rights as of the effective date that are subject to adjustment will be adjusted
accordingly. These adjustments may include adjustments to the number of shares
of common stock that may be obtained upon exercise or conversion of the
securities, the applicable exercise or purchase price as well as other
adjustments.
The proposed stock split will affect all common stockholders uniformly and will
not affect any shareholders' percentage interest our common stock compared to
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other shareholders. We cannot predict the effect of any stock split upon the
market price over an extended period and, in many cases the market value of a
company's common stock following a split declines. We cannot assure you that the
trading price of its common stock after the stock split will decrease exactly in
inverse proportion to the increase in the number of shares of our common stock
outstanding as a result of the stock split. The trading price of the common
stock may change due to a variety of other factors, including our operating
results and other factors related to our business and general market conditions.
After giving effect to this proposal, our capital structure will be as follows:
Shares Authorized 125,000,000
Issued and Outstanding 53,550,000
Authorized and Reserved for Issuance 0
Authorized and Unreserved for Issuance 71,450,000
TAX EFFECT
The following discussion is a summary of the U.S. federal income tax
consequences to a stockholder who exchanges shares pursuant to the stock split.
This discussion is for general information only and is not intended to be a
complete description of all potential tax consequences to a particular
stockholder. Nor does it describe state, local or foreign tax consequences. Any
written tax advice contained herein was not written or intended to be used (and
cannot be used) by any taxpayer for the purpose of avoiding penalties that may
be imposed under the U.S. Internal Revenue Code of 1986, as amended (the
"Code").
This discussion is based on current provisions of the Code, Treasury regulations
promulgated under the Code, Internal Revenue Service ("IRS") rulings and
pronouncements, and judicial decisions now in effect, all of which are subject
to change at any time by legislative, judicial or administrative action. Any
such changes may be applied retroactively. We have not sought nor will we seek
any rulings from the IRS with respect to the U.S. federal income tax
consequences discussed below. The discussion below is not in any way binding on
the IRS or the courts or in any way constitutes an assurance that the U.S.
federal income tax consequences discussed herein will be accepted by the IRS or
the courts.
We will not recognize any gain or loss for tax purposes as a result of the stock
split. Furthermore, the stock split will not result in the recognition of gain
or loss to our common stockholders. The holding period for the shares of common
stock each stockholder receives will include the holding period of the shares
exchanged in the stock split. The aggregate adjusted basis of the new shares of
common stock will be equal to the aggregate adjusted basis of the old shares
exchanged in the stock split.
Shareholders should consult their own tax advisors to know their individual
federal, state, local and foreign tax consequences.
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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 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 of
Chief Executive Officer Filed herewith
31.2 Section 302 Certification of
Chief Financial Officer Filed herewith
32 Section 906 Certification of
Chief Executive Officer and
Chief Financial Officer Filed herewith
101 Interactive data files pursuant
to Rule 405 of Regulation S-T. Filed herewith
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.
July 19, 2012 Massey Exploration Corp.
/s/ Michael Hawitt
-------------------------------------
By: Michael Hawitt
(Chief Executive Officer, Chief
Financial Officer, Principal
Accounting Officer, President,
Secretary, Treasurer & Sole Director)
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