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, 2013
Commission file number 000-53724
NEVADA GOLD CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
2683 Via de la Valle, Suite G418
Del Mar, CA 92014
(Address of principal executive offices, including zip code)
(858) 367-9570
(Telephone number, including area code)
Empire Stock Transfer
2470 St. Rose Parkway, Suite 304
Henderson, NV 89074
Telephone (702) 818-5898 Facsimile (702) 974-1444
(Name and Address of Agent for Service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 53,550,000 shares as of January 21,
2014
ITEM 1. FINANCIAL STATEMENTS
The financial statements for the quarter ended November 30, 2013 immediately
follow.
2
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
November 30, February 28,
2013 2013
------------ ------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 5,180 $ 254
Prepaid Expense 2,700 --
------------ ------------
TOTAL CURRENT ASSETS 7,880 254
FIXED ASSETS
Property (per Option Agreement) 3,845,000 --
------------ ------------
TOTAL FIXED ASSETS 3,845,000 --
------------ ------------
TOTAL ASSETS $ 3,852,880 $ 254
============ ============
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 86,734 $ 87,934
Current Portion - Property Option 330,050 --
Loan Payable 67,563 67,563
Loan Payable - Related Party 28,731 24,130
Loan Payable to Director 3,975 --
Loans Payable - MacClellan 77,514 --
------------ ------------
TOTAL CURRENT LIABILITIES 594,566 179,627
LONG-TERM LIABILITIES
Long Term Portion - Property Option 3,480,000 --
------------ ------------
TOTAL LONG TERM LIABILITIES 3,480,000 --
------------ ------------
TOTAL LIABILITIES 4,074,566 179,627
------------ ------------
STOCKHOLDERS' EQUITY
Preferred Stock ,$0.001 par value, 30,000,000 shares authorized, zero
and zero shares issued and outstanding as of November 30, 2013 and
February 28, 2013
Common stock, ($0.001 par value, 125,000,000 shares authorized;
53,550,000 shares issued and outstanding as of November 30, 2013 and
February 28, 2013 53,550 53,550
Additional paid-in capital 24,450 24,450
Deficit accumulated during exploration stage (299,686) (257,373)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (221,686) (179,373)
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,852,880 $ 254
============ ============
See Notes to Financial Statements
3
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Statement of Operations (Unaudited)
--------------------------------------------------------------------------------
January 22, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
November 30, November 30, November 30, November 30, November 30,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
REVENUES
Profit Sharing $ -- $ -- $ -- $ -- $ 7
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- 7
EXPENSES
Property Expenditures -- -- -- 47,400 62,850
Professional Fees 35,674 2,266 39,974 10,120 202,007
General and Adminstrative 2,279 2,149 2,339 7,818 32,269
Interest Expense -- 1,438 -- 1,813 2,567
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 37,953 5,853 42,313 67,151 299,693
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (37,953) $ (5,853) $ (42,313) $ (67,151) $ (299,686)
============ ============ ============ ============ ============
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 (Unaudited)
--------------------------------------------------------------------------------
January 22, 2007
Nine Months Nine Months (inception)
Ended Ended through
November 30, November 30, November 30,
2013 2012 2013
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (42,313) $ (67,151) $ (299,686)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Prepaid Expenses (2,700) -- (2,700)
Accounts Payable (1,200) 4,645 86,734
Current Portion - Property Option 330,050 -- 330,050
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 283,837 (62,506) 114,398
CASH FLOWS FROM INVESTING ACTIVITIES
Property (Per Option Agreement) (3,845,000) -- (3,845,000)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (3,845,000) -- (3,845,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable -- 51,813 67,563
Loans Payable - MacClellan 77,514 -- 77,514
Loan Payable to Director 3,975 -- 3,975
Loan Payable - Related Party 4,600 10,857 28,731
Long Term - Property Option 3,480,000 -- 3,480,000
Issuance of common stock -- -- 78,000
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,566,089 62,670 3,735,782
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH 4,926 164 5,180
CASH AT BEGINNING OF PERIOD 254 365 --
------------ ------------ ------------
CASH AT END OF PERIOD $ 5,180 $ 529 $ 5,180
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
============ ============ ============
Income Taxes $ -- $ -- $ --
============ ============ ============
See Notes to Financial Statements
5
NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2013
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Nevada Gold Corp.
(formerly Massey Exploration Corp. the "Company"), have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission, and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's Form 10-K filed with SEC. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2013 as reported in the Form 10-K have been
omitted.
NOTE 2. GOING CONCERN
As of November 30, 2013, the Company has not generated revenues and has
accumulated losses since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
its ability to obtain necessary equity financing to continue operations, and the
attainment of profitable operations. These factors raise substantial doubt
regarding the Company's ability to continue as a going concern.
NOTE 3. LOANS PAYABLE
As of November 30, 2013, the Company owes two unrelated parties a total of
$67,563. The first note was for $15,000 forwarded on behalf of the Company as a
retainer for legal fees. The note bears interest of 5% per annum and the term
expires on February 28, 2014. The second note for $50,000 bears interest at a
rate of 10% per annum and has no maturity date.
During the quarter ended November 30, 2013 the Company entered into three loan
agreements with Richard MacClellan, an unrelated party, for a total of $77,514.
The notes for bear interest at a rate of 5% per annum and are payable on demand.
NOTE 4. LOAN PAYABLE - RELATED PARTY
As of November 30, 2013, $12,251 is owed to Michael Hawitt, a former officer and
director, and is non-interest bearing with no specific repayment terms.
As of November 30, 2013, $16,480 is owed to Merrill Moses, the current officer
and director, and is non-interest bearing with no specific repayment terms.
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NEVADA GOLD CORP.
(FORMERLY MASSEY EXPLORATION CORP.)
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2013
--------------------------------------------------------------------------------
During the quarter ended November 30, 2013, $3,975 was loaned to the Company by
Merrill Moses, the current officer and director, the loan is non-interest
bearing with no specific repayment terms.
NOTE 5. STOCK TRANSACTIONS
On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000
shares of common stock from Michael Hawitt for US $10.00. The transaction
results in Mr. Moses holding 24% of the Company's issued and outstanding common
stock.
On May 23, 2013, in a private transaction, Cort Hooper purchased 6,500,000
shares of common stock from Michael Hawitt for US $10.00. The transaction
results in Mr. Hooper holding 12% of the Company's issued and outstanding common
stock.
The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or
11%, of the Company's issued and outstanding common stock.
NOTE 6. PROPERTY OPTION AGREEMENT
On September 1, 2013 the Company entered into an Option Agreement with Western
States Silver, LLC whereby it acquired the exclusive right to obtain a 100%
interest in and to certain mining claims and interests. The Company has the
option to acquire a 75% undivided interest in the Option and the Property
subject to the terms of the underlying Option Agreement held by Western States
Silver, LLC by making property payments and exploration payments in respect to
the Property as follows:
A property payment of $5,000 on or before 1 October, 2013; and
$120,000 in exploration expenditures on or before December 31, 2013; and
$240,000 in exploration expenditures on or before December 31, 2014; and
$480,000 in exploration expenditures on or before December 31, 2015; and
$1,500,000 in exploration expenditures on or before December 31, 2016; and
$1,500,000 in exploration expenditures on or before December 31, 2017.
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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
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We conducted exploration on the one property in the company's portfolio during
2008 and 2009. The first phase of the fieldwork program was conducted by the
geologist during the period September 27 - October 3, 2008. The program included
reconnaissance geological mapping and prospecting and a line of MMI soil
sampling. The geologist recommended a follow-up, fill-in MMI soil sampling
program to test for the validity of the results. 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 abandoned the property.
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.
8
On July 11, 2011, the Financial Industry Regulatory Authority ("FINRA")
processed our request to carry out a continuance from the State of Nevada to the
State of Delaware. The domicile change has become effective with the
Over-the-Counter Bulletin Board at the opening of trading on July 11, 2011 under
our current symbol "MSXP".
Effective July 20, 2012, Michael Hawitt resigned as president, secretary,
treasurer, chief executive officer, chief financial officer and as director of
our company. Mr. Hawitt's resignation was not the result of any disagreements
with our company regarding our operations, policies, practices or otherwise.
Concurrently with Mr. Hawitt's resignation, we appointed Merrill W. Moses as
president, secretary, treasurer, chief executive officer, chief financial
officer and as director of our company, effective July 20, 2012. In addition, we
also appointed Charles C. Hooper as vice president of our company. Also
effective July 20, 2012, we increased the number of directors on our board of
directors to two (2) and appointed Charles C. Hooper as a member to our
company's board of directors.
On July 23, 2012, the Delaware Secretary of State accepted for filing of a
Certificate of Amendment to our Certificate of Incorporation to change our name
from Massey Exploration Corp. to Nevada Gold Corp. and to effect a forward split
of our issued and outstanding shares of common stock on the basis of 8.5 new for
one (1) old, effective July 27, 2012. As a result, our issued and outstanding
shares of common stock will increase from 6,300,000 to 53,550,000 shares of
common stock, par value of $0.001. Our authorized share capital will remain the
same. The Certificate of Amendment is as Exhibit 3.1 to the Form 8-K filed with
the Securities and Exchange Commission on July 26, 2012.
The name change and the forward split were approved on June 27, 2012 by our
board of directors and 51.5% of the holders of our common stock by way of a
written consent resolution.
Effective July 27, 2012, in accordance with approval from the Financial Industry
Regulatory Authority ("FINRA"), we changed our name from Massey Exploration
Corp. to Nevada Gold Corp. and effected a forward split of our issued and
outstanding shares of common stock on a 8.5 new for one (1) old basis, such
that, our issued and outstanding shares of common stock increased from 6,300,000
to 53,550,000 shares of common stock, par value of $0.001. Our authorized
capital remains at 75,000,000 common shares of common stock, par value of
$0.001.
The name change and forward split became effective with the Over-the-Counter
Bulletin Board at the opening of trading on July 27, 2012. A new symbol, NVGC,
was issued by FINRA.
On August 8, 2012, Nevada Gold Corp. entered into an option agreement with
Development Resources LLC, a Utah LLC, 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 known as the "Long Canyon Trent
Property. In 2013 the Company elected not to proceed with the Long Canyon Trend
property at this time, and allowed the option agreement to lapse in accordance
with its terms. We are still interested in the Long Canyon Trend; however we
feel our focus and resources are better served on a new project, the Diamond Jim
project, at the present time.
9
On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000
shares of common stock from Michael Hawitt, a former officer and director, for
US $10.00. The transaction results in Mr. Moses holding 24% of the Company's
issued and outstanding common stock.
On May 23, 2013, in a private transaction, Charles C. Hooper purchased 6,500,000
shares of common stock from Michael Hawitt, a former officer and director, for
US $10.00. The transaction results in Mr. Hooper holding 12% of the Company's
issued and outstanding common stock.
The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or
11%, of the Company's issued and outstanding common stock.
On September 1, 2013 the Company entered into an Option Agreement with Western
States Silver, LLC whereby it acquired the exclusive right to obtain a 100%
interest in and to certain mining claims and interests. The Company has the
option to acquire a 75% undivided interest in the Option and the Property
subject to the terms of the underlying Option Agreement held by Western States
Silver, LLC by making property payments and exploration payments in respect to
the Property as follows:
A property payment of $5,000 on or before 1 October, 2013; and
$120,000 in exploration expenditures on or before December 31, 2013; and
$240,000 in exploration expenditures on or before December 31, 2014; and
$480,000 in exploration expenditures on or before December 31, 2015; and
$1,500,000 in exploration expenditures on or before December 31, 2016; and
$1,500,000 in exploration expenditures on or before December 31, 2017.
The Diamond Jim Property is located in the Island Mountain Mining District of
northern Elko County, Nevada. Access is by Nevada state highway 225 north from
Elko then east on the county-maintained Gold Creek road (USFA road #745) for a
total distance of approximately 63 miles from Elko. The property is detailed in
the Rosebud Mountain quadrangle (section 34 of Township 45 north and Range 56
east). The mean elevation of the property is approximately 7,800 feet (2,400
meters) above sea level. The 33 lode claims that comprise the Diamond Jim
Property are held in good standing and an additional 20 contiguous claims have
been staked to cover favorable geology, immediately to the north, bringing the
total claim size to 53 claims.
Silver-copper-antimony bearing quartz veins were first discovered on the Diamond
Jim Property in 1869. Serious production started in 1954 and was relatively
steady through the 1970's with sporadic production continuing through 1985. The
recorded production from the Diamond Jim Mine is; 23,108 ounces of silver,
335,870 pounds of lead, 24,311 pounds of zinc, 2,200 pounds of copper and 28
ounces of gold. The reported production between 1966 and 1967 was 347.3 wet tons
averaging 19.9 oz/t silver, 15.9% lead, 3.5% zinc, 0.035 oz/t gold and 0.30%
copper. This was increased for a fifteen month period from 1979 - 1981 when the
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production was reported as 353 dry tons averaging 39.08 oz/.t silver, 28.82%
lead, 0.93% zinc, 0.05 oz/t gold and 0.11% copper.
Numerous exploration companies have held the rights to the Diamond Jim Property
as part of a larger claim block between 1981 and 2006. However, little work has
been done on this property with the vast majority of the exploration efforts
being directed at the gold potential to the southeast and southwest. In 1985
Columbus Mines Inc. drilled ten holes totaling 1,585 feet (483 meters) of
reverse-circulation. With this drilling, they defined a bulk-tonnage resource of
4.25 million tons averaging 2 oz/t silver. It must be noted here, that this
drilling was both shallow (90 to 310 feet) and vertical; two factors that we
believe may not have properly fully tested the mineral potential. Initial
geological mapping by Goodsprings Development Corp. (GDC) in 2006 extended the
silicified mineralizing structure for at least 6,800 feet (2073 meters). Based
on this mapping, GDC applied for, and was granted, drilling permits to test the
extension of the mineralization. Unfortunately, the drilling program was never
initiated and this target remains untested.
The regional geology of the Diamond Jim Property area is summarized by
predominantly metamorphosed Paleozoic-aged clastic and calcareous sediments that
have been intruded locally by Cretaceous-aged granitic rocks. These units are
both covered and surrounded by Cenozoic-aged volcanic and volcaniclastic rocks.
The Paleozoic sedimentary units have been complexly faulted into a series of
imbricate thrust sheets. These have then in turn been broken and displaced by
northeast, north, and northwest trending high-angle extensional faults.
This region lies along the northern flank of the Midas Trough Metallogenic Trend
which is a part of the crustal-scale Humboldt Structural Zone. This structural
zone comprises a series of northeast-trending lateral and extensional faults.
The Midas Trough is one of Nevada's most prolific mineral belts. Midas - Ken
Snyder and Jarbidge are both among those districts located along the northern
edge of the trough, while Ivanhoe and Jerritt Canyon are among those located
along the southern edge.
The Island Mountain Mining District, which hosts the Diamond Jim Property, is
comprised of two major tectonically-bounded stratigraphic sequences. The lower
sequence is an autochthon comprised of three different steeply-dipping units.
This is overlain by an allochthon consisting of a "chaotic assemblage of
imbricate thrust plates" (Columbus Mines Inc. internal report, 1985). This has
in turn then been broken and displaced by northeasterly, northerly, and
northwesterly trending high-angle extensional faulting.
There are several Cretaceous-aged granitic plutons that intrude the above
mentioned sedimentary and metamorphic packages within this district. The largest
of these is the Coffeepot Stock which is located several miles north of the
Diamond Jim Property. There are several occurrences of skarn-type mineralization
associated with the contact metamorphism to the south of this stock. This
skarn-type alteration, along with the wide variety of mineralization and
alteration within the area, implies a possible systematic district-scale
zonation that may grade outward from the stock into the lower temperature types
of alteration that is associated with the silver-lead-zinc mineralization that
occurs at the Diamond Jim Property.
Locally, the Diamond Jim Property is situated in an area of structurally and
stratigraphically controlled silver-lead mineralization hosted predominantly in
the phyllite. This area is very structurally complex and poorly understood. The
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main structure is a northeast trending strongly silicified and brecciated vein
that dips steeply to the west. Initial mapping indicates that this structure has
a strike length of a least 6800 feet (2073 m). The high-grade epithermal
mineralization is reported to be predominantly along imbricate thrust faults
that occur at right angles to the main contact vein. That is, northeast striking
with dips of 20 to 30 degree to the southeast. The silver mineralization occurs
as argentiferous galena, sphalerite and tennantite as cavity filling, minor
replacement pockets, stringers and replacement lenses. Although there has been
some minimal and sporadic exploration of the Diamond Jim Property, it is evident
that the majority of the modern exploration efforts in the area have been
focused on the more gold-rich areas to the southeast and southwest, much to the
detriment of this property.
With the reported historical production and grades, the more recent high-grade
assay values (up to 19.1 oz/t silver and 14.04% lead over a 3.7 foot interval),
along with the numerous other wide-spread high-grade and anomalous intercepts,
and extensive (6,800 foot strike length) silicified and brecciated structure, it
is believed that the over-thrust zone and the related veins are widely
mineralized and may host a sizable narrow high-grade silver deposit. Evidence
also suggests that a smaller scale bulk-tonnage open pittable silver deposit may
also exist on the Diamond Jim Property.
Recently the Company has commenced a phase one exploration program on the
property consisting of prospecting, sampling and claim staking. The Company has
made application to the Forest Service for permission to open up the underground
workings for geological mapping and sampling. In the months ahead, weather
permitting, the Company intends to conduct ground geophysical surveys and
geochemical sampling to be followed by drilling.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue. We
incurred operating expenses of $37953 and $5,853 for the three months ended
November 30, 2013 and 2012, respectively. We incurred operating expenses of
$42,313 and $67,151 for the nine months ended November 30, 2013 and 2012,
respectively. These expenses consisted of general operating expenses incurred in
connection with the day to day operation of our business and in 2012 $47,400 in
property expenditures. Our net loss from inception (January 22, 2007) through
November 30299,686, 2013 was $261,733.
On November 14, 2007, the Company issued a total of 1,000,000 shares of common
stock to its director at the time, Michael Hawitt, for cash in the amount of
$0.004 per share for a total of $4,000. On January 30, 2008, the Company issued
a total of 2,000,000 shares of common stock at $0.004 per share to Mr. Hawitt in
exchange for an invoice paid on behalf of the Company in the amount of $8,000.
On December 16, 2008 the Company completed its "all or nothing" offering.
Subscription agreements totaling 3,300,000 shares of common stock at $.02 per
share, or $66,000 were received from 34 unrelated investors.
The following table provides selected financial data about our company for the
period ended November 30, 2013 and the year ended February 28, 2013.
12
Balance Sheet Data: 11/30/13 2/28/13
------------------- -------- -------
Cash $ 5,180 $ 254
Total assets $ 3,852,880 $ 254
Total liabilities $ 4,074,566 $ 179,627
Shareholders' equity $ (183,733) $ (179,373)
GOING CONCERN
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to raise additional capital beyond our exploration
stage and ultimately to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at November 30, 2013 was $5,180 with $4,074,566 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.
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, 2013. 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,
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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 November 30, 2013, our
disclosure controls and procedures were effective at a reasonable assurance
level.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting
during the period ended November 30, 2013 that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
Incorporated by
Exhibit No. Exhibit Reference or Filed Herewith
----------- ------- ---------------------------
3.1 Articles of Incorporation Incorporated by reference to the
Form 8-K filed with the SEC on
July 26, 2012, File No. 000-53724
3.2 Bylaws Incorporated by reference to the
Form 8-K filed with the SEC on
July 13, 2011, File No. 000-53724
31.1 Section 302 Certification of Filed herewith
Chief Executive Officer
31.2 Section 302 Certification of Filed herewith
Chief Financial Officer
32 Section 906 Certification of Filed herewith
Chief Executive Officer and
Chief Financial Officer
101 Interactive data files pursuant Filed herewith
to Rule 405 of Regulation S-T.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
January 21, 2014 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. Hooper
(Director)
1
