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 NOVEMBER 30, 2012
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 January 14,
2013
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended November 30, 2012 immediately
follow.
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NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
(Unaudited) (Audited)
As of As of
November 30, February 29,
2012 2012
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 529 $ 365
---------- ----------
TOTAL CURRENT ASSETS 529 365
---------- ----------
TOTAL ASSETS $ 529 $ 365
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 90,854 $ 86,209
Loan Payable 67,563 15,750
Loan Payable - Related Party 16,629 5,771
---------- ----------
TOTAL CURRENT LIABILITIES 175,045 107,731
---------- ----------
TOTAL LIABILITIES 175,045 107,731
---------- ----------
STOCKHOLDERS' EQUITY
Preferred Stock ,$0.001 par value, 30,000,000 shares authorized,
zero and zero shares issued and outstanding as of August 31, 2012
and February 29, 2012
Common stock, ($0.001 par value, 125,000,000 shares authorized;
53,550,000 shares issued and outstanding as of November 30, 2012
and February 29, 2012 53,550 53,550
Additional paid-in capital 24,450 24,450
Deficit accumulated during exploration stage (252,516) (185,366)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (174,516) (107,366)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 529 $ 365
========== ==========
See Notes to Financial Statements
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NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 22, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUES
Profit Sharing $ -- $ -- $ -- $ -- $ 7
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- 7
EXPENSES
Property Expenditures -- -- 47,400 -- 62,850
Professional Fees 2,266 2,004 10,120 122,042 157,293
General and Adminstrative 2,149 1,655 7,818 3,827 29,817
Interest Expense 1,438 188 1,813 563 2,563
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 5,853 3,846 67,151 126,432 252,523
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (5,853) $ (3,846) $ (67,151) $ (126,432) $ (252,516)
============ ============ ============ ============ ============
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
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NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 22, 2007
Nine Months Nine Months (inception)
Ended Ended through
November 30, November 30, November 30,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (67,151) $ (126,432) $ (252,516)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 4,645 83,952 90,854
Deposit -- 29,970 --
Accrued interest 1,813 563 2,563
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (60,693) (11,947) (159,099)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable 50,000 -- 65,000
Loan Payable - Related Party 10,857 3,771 16,629
Issuance of common stock -- -- 78,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 60,857 3,771 159,629
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH 164 (8,176) 529
CASH AT BEGINNING OF PERIOD 365 8,785 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 529 $ 610 $ 529
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2012
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 2012 as reported in the Form 10-K have been
omitted.
NOTE 2. GOING CONCERN
As of November 30, 2012, 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, 2012, the Company owes two unrelated parties a total of
$67,563. The first note was for f$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. STOCK TRANSACTIONS
On July 27, 2012 the Company effected an 8.5 for 1 forward split of its issued
and outstanding share capital such that every one share of common stock issued
and outstanding prior to the split was exchanged for eight and one half
post-split shares of common stock. The Company's post-split authorized capital
remains unchanged at 75,000,000 shares of common stock with a par value of
$0.001 per share. All share amounts have been retroactively adjusted for all
periods presented.
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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 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".
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
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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
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.
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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.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue. We
incurred operating expenses of $5,853 and $3,846 for the three months ended
November 30, 2012 and 2011, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business, the preparation and filing of our registration statement and periodic
reports and property expenditures.
We incurred operating expenses of $67,151 and $126,432 for the nine months ended
November 30, 2012 and 2011, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business, the preparation and filing of our registration statement and periodic
reports and property expenditures. Our net loss from inception (January 22,
2007) through November 30, 2012 was $252,516.
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 November 30, 2012 and the year ended February 28, 2012.
Balance Sheet Data: 11/30/12 2/28/12
------------------- -------- -------
Cash $ 529 $ 365
Total assets $ 529 $ 365
Total liabilities $ 175,045 $ 107,731
Shareholders' equity $(175,045) $(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.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at November 30, 2012 was $529 with $175,045 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,
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
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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 November 30, 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 November 30, 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 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
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.
January 14, 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)
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