10-Q 1 g6554a.txt 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. 2 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Balance Sheet --------------------------------------------------------------------------------

See Notes to Financial Statements 3 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Statement of Operations --------------------------------------------------------------------------------

See Notes to Financial Statements 4 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Statement of Cash Flows --------------------------------------------------------------------------------

See Notes to Financial Statements 5 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. 6 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 7 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. 8 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. 9 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 10 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. 11 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) 12

Nevada Gold Corp. 10-Q