XOTC:NVGC Quarterly Report 10-Q Filing - 5/31/2012

Effective Date 5/31/2012

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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 <PAGE> ITEM 1. FINANCIAL STATEMENTS The financial statements for the quarter ended May 31, 2012 immediately follow. 2 <PAGE> MASSEY EXPLORATION CORP. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of May 31, February 29, 2012 2012 ---------- ---------- <S> <C> <C> 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 3 <PAGE> 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 ---------- ---------- ---------- <S> <C> <C> <C> 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 4 <PAGE> 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 ---------- ---------- ---------- <S> <C> <C> <C> 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 5 <PAGE> 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. 6 <PAGE> 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 7 <PAGE> 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 8 <PAGE> 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. 9 <PAGE> 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. 10 <PAGE> 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 11 <PAGE> 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. 12 <PAGE> 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) 13

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XOTC:NVGC Quarterly Report 10-Q Filing - 5/31/2012
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