10-K 1 g6876a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2013 Commission file number 000-53724 Nevada Gold Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware N/A (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2683 Via de la Valle, Suite G418 Del Mar, CA 92014 (Address of Principal Executive Offices & Zip Code) (858) 367-9570 (Telephone Number) Empire Stock Transfer 2470 St. Rose Parkway, Suite 304 Henderson, NV 89074 Telephone (702) 818-5898 Facsimile (702) 974-1444 (Name, Address and Telephone Number of Agent for Service) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ] As of June 13, 2013, the registrant had 53,550,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of June 13, 2013. NEVADA GOLD CORP. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 6 Item 2. Properties 8 Item 3. Legal Proceedings 8 Item 4. Removed and Reserved 8 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 8. Financial Statements and Supplementary Data 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22 Item 9A. Controls and Procedures 22 Part III Item 10. Directors and Executive Officers 24 Item 11. Executive Compensation 26 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 27 Item 13. Certain Relationships and Related Transactions 28 Item 14. Principal Accounting Fees and Services 28 Part IV Item 15. Exhibits 29 Signatures 29 2 PART I ITEM 1. BUSINESS 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 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. 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". 3 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. 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. 4 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. 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. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from any future property as we intend to hold all interest and rights to the claim(s). Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any minerals that we are able to recover. We are subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our future exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in any area where we will carry out future exploration programs. 5 PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our products or services. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We paid $47,400 in exploration costs during the year ended February 28, 2013. EMPLOYEES AND EMPLOYMENT AGREEMENTS Merrill W. Moses serves as president, secretary, treasurer, chief executive officer, chief financial officer and as director of our company, effective July 20, 2012. In addition Charles C. Hooper serves as vice president of our company. Mr. Moses currently devotes 8 hours per week to company matters and he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company in the future. Mr. Hooper currently devotes 1 hour per week to company matters and he plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company in the future. There are no formal employment agreements between the company and our current employees. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549, telephone 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ITEM 1A. RISK FACTORS OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT. 6 Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment. BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST. The probability of an individual prospect ever having reserves is extremely remote. In all probability any future property we may acquire may not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment. WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES. We were incorporated in January 2007 and we have not realized any revenues from operations. We have a limited operating history upon which an evaluation of our future success or failure can be made. Our net loss was $257,373 from inception to February 28, 2013. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: * our ability to bring to production a profitable mineral property * our ability to generate revenues * our ability to reduce exploration costs. Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT. Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve, we cannot generate revenues and you will lose your investment. 7 WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. If we cannot find the products and equipment we need, we will have to suspend our future exploration plans until we do find the products and equipment we need. BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL ONLY BE DEVOTING 15% OF HIS TIME OR APPROXIMATELY EIGHT HOURS PER WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION. Because our officer and director has other outside business activities and will only be devoting 15% of his time or eight hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officer and director. As a result, exploration programs may be periodically interrupted or suspended. ITEM 2. PROPERTIES We do not currently own any property. Our offices are located at 2683 Via de la Valle, Suite G418, Del Mar, CA 92014, which are the offices of our president and are provided to us free of charge. The telephone number is (858)367-9570. The facilities include answering services, fax services, secretarial services, reception area and shared office and boardroom meeting facilities. Management believes the current premises are sufficient for its needs at this time. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. MINE SAFETY DISCLOSURES None. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our shares are currently listed under the symbol "NVGC" on the Over the Counter Bulletin Board (OTCBB). To be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. As of the date of this filing, there has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this 8 report Nevada Gold Corp. had 35 shareholders of record. We have paid no cash dividends and have no outstanding options. PENNY STOCK RULES The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock which limits the ability to sell the stock. The company's shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account. 9 In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. TRANSFER AGENT The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place, Suite C, Scottsdale, Arizona as transfer agent. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are still in our exploration stage and have not generated any revenue. We incurred operating expenses of $72,007 and $129,381 for the years ended February 28, 2013 and February 29, 2012, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and the preparation and filing of our registration statement and periodic reports. Our net loss from inception (January 22, 2007) through February 28, 2013 was $257,373, with $62,850 of that being exploration costs. Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at February 28, 2013 was $254 with $179,627 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 10 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 have no off-balance sheet arrangements. 11 ITEM 8. FINANCIAL STATEMENTS GEORGE STEWART, CPA 316 17TH AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Nevada Gold Corp. I have audited the accompanying balance sheets of Nevada Gold Corp. (An Exploration Stage Company) as of February 28, 2013 and 2012, and the related statements of operations, stockholders' equity and cash flows for the years ended February 28, 2013 and 2012 and for the period from January 22 2007 (inception), to February 28, 2013. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nevada Gold Corp., (An Exploration Stage Company) as of February 28, 2013 and 2012, and the results of its operations and cash flows for the years ended February 28, 2013 and 2012 and the period from January 22, 2007 (inception), to February 29, 2013 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 4 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ George Stewart ---------------------------------- Seattle, Washington June 9, 2013 12 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Balance Sheets --------------------------------------------------------------------------------

See Notes to Financial Statements 13 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Statements of Operations --------------------------------------------------------------------------------

See Notes to Financial Statements 14 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From January 22, 2007 (Inception) through February 28, 2013 --------------------------------------------------------------------------------

See Notes to Financial Statements 15 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Statements of Cash Flows --------------------------------------------------------------------------------

See Notes to Financial Statements 16 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Notes to Financial Statements February 28, 2013 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Nevada Gold Corp (formerly Massey Exploration Corp.) (the Company) was incorporated under the laws of the State of Nevada on January 22, 2007. On July 8, 2011 the Company merged with its wholly-owned subsidiary, Massey Exploration Corp. for the purpose of re-domiciling to the state of Delaware. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has commenced limited exploration activities. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a February 28, year-end. BASIC EARNINGS (LOSS) PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring. 17 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Notes to Financial Statements February 28, 2013 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. MINING EXPENSES The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "WHETHER MINERAL RIGHTS ARE TANGIBLE OR INTANGIBLE ASSETS". The Company assesses the carrying costs for impairment under ASC No. 360, "IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. 18 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Notes to Financial Statements February 28, 2013 -------------------------------------------------------------------------------- NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. NOTE 4. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from January 22, 2007 (date of inception) to February 28, 2013 and generated a net loss of $257,373. This condition raises substantial doubt about the Company's ability to continue as a going concern. The company's current cash of $254 is not sufficient to cover the expenses they will incur during the next twelve months without raising additional funding. NOTE 5. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common stock. NOTE 6. RELATED PARTY TRANSACTIONS The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. As of February 28, 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 February 28, 2013, $11,880 is owed to Merrill Moses, the current officer and director, and is non interest bearing with no specific repayment terms. NOTE 7. INCOME TAXES As of February 28, 2013 ----------------------- Deferred tax assets: Net operating tax carryforwards $ 257,373 Tax rate 34% --------- Gross deferred tax assets 87,507 Valuation allowance (87,507) --------- Net deferred tax assets $ 0 ========= 19 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Notes to Financial Statements February 28, 2013 -------------------------------------------------------------------------------- NOTE 7. INCOME TAXES (CONTINUED) Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 8. LOAN PAYABLE As of February 28, 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. NOTE 9. NET OPERATING LOSSES As of February 28, 2013, the Company has a net operating loss carryforward of approximately $257,373. Net operating loss carryforwards expire twenty years from the date the loss was incurred. NOTE 10. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On November 14, 2007, the Company issued a total of 1,000,000 shares of common stock to 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 Michael Hawitt in exchange for an invoice paid on behalf of the Company in the amount of $8,000. On December 16, 2008, the Company issued a total of 3,300,000 shares of common stock to 34 unrelated investors for cash in the amount of $0.02 per share for a total of $66,000. Effective July 27, 2012, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), we 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. As of February 28, 2013, the Company had 53,550,000 shares of common stock issued and outstanding. 20 NEVADA GOLD CORP. fka Massey Exploration Corp. (An Exploration Stage Company) Notes to Financial Statements February 28, 2013 -------------------------------------------------------------------------------- NOTE 11. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of February 28, 2013: Preferred stock, $ 0.001 par value: 30,000,000 shares authorized; zero shares issued and outstanding. Common stock, $ 0.001 par value: 125,000,000 shares authorized; 53,550,000 shares issued and outstanding. 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. 22 A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of February 28, 2013, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below. Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report. 23 CHANGES IN INTERNAL CONTROLS There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. CEO AND CFO CERTIFICATIONS Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The officer and director of Nevada Gold Corp., whose one year terms will expire 2/28/14, or at such a time as their successor(s) shall be elected and qualified are as follows: Date First Name & Address Age Position Elected Term Expires -------------- --- -------- ------- ------------ Merrill W. Moses 59 President, 7/20/12 2/28/14 2683 Via de la Valle Secretary, Suite G418 Treasurer, Del Mar, CA 92014 CFO, CEO & Director The foregoing person is a promoter of Nevada Gold Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Mr. Moses currently devotes 8 hours per week to company matters, in the future he intends to devote as much time as the board of directors deems necessary to manage the affairs of the company. BACKGROUND INFORMATION MERRILL MOSES has been the President, Secretary, Treasurer and a Director of Nevada Gold Corp. since July 20, 2012. 24 Mr. Moses was an originator of Jiffy Lube, a major automobile franchise, and was the president and chief executive officer of M&M Foods. In 1980, after participating in the establishment and operation of several public and private resource companies, Mr. Moses founded Intercontinental Oil and Research (ICOR), an independent oil and gas company he operated for a decade. ICOR ultimately arranged for the purchase of more than $100 million in developed and undeveloped oil and gas properties throughout the central and western United States, resulting in more than 100 billion cubic feet of natural gas and 20 million barrels of oil in the ground. From 1994 to 2009, Mr. Moses founded and was the chief executive officer and bank president of Cambridge Financial Services, a mortgage banking firm in San Diego, California. Cambridge Financial Services employed more than 1,000 individuals and managed successful financing of more than $300 million dollars per year in mortgage financing for residential, construction and commercial projects in 47 states and two countries. Since 1999, Mr. Moses has served as the chief executive officer and president of both Energy Pro Inc. and Dynamic Energy & Petroleum Inc., two oil and gas companies with a number of oil and gas leases in Montana and Oklahoma. His primary responsibility as the chief executive officer and president is making the company's overall strategic decisions and managing all aspects of the company. Since 2002, he has been a member to the board of directors of Goldnev Resource Inc., a gas and oil shale public company whose shares trade on the TSX Venture Exchange under the symbol "GNZ". His duties and responsibilities as a director are to analyze, review, and develop business strategies. Mr. Moses graduated from Brigham Young University, majoring in finance and business in 1976. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS Our executive officer and director has not been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); 2. The entry of an order, judgment or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person's involvement in any type of business, securities, commodities, or banking activities; 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such party's involvement in any type of business or securities activities. 25 CONFLICTS OF INTEREST We believe that our officer and director may be subject to conflicts of interest. The conflicts of interest arise from his being unable to devote full time to our operations. No policy has been implemented or will be implemented to address conflicts of interest. In the event our officer and director resigns from his position, there may be no one to run our operations and our operations may be suspended or cease entirely. CODE OF ETHICS We do not currently have a code of ethics, because we have only limited business operations and one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees. ITEM 11. EXECUTIVE COMPENSATION Our current officer receives no compensation. The current Board of Directors is comprised of Merrill Moses.

There are no current employment agreements between the company and its executive officer. Mr. Moses currently devotes approximately 8 hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Nevada Gold Corp. voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report: Name of No. of Percentage Beneficial Owner (1) Shares of Ownership -------------------- ------ ------------ Merrill Moses (1) 0 0% All Officers and Directors as a Group 0 0% Michael Hawitt 25,500,000 47% ---------- (1) The person named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended. 27 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In November 2007 Michael Hawitt, a director of the company at that time, purchased 2,000,000 shares of our common stock at $0.004 per share. In January 2008 he was issued an additional 1,000,000 shares valued at $0.004 per share in exchange for an invoice he paid on the company's behalf. Pursuant to the 8.5 forward share split in July 2012 Mr. Hawitt now owns 25,500,000 shares. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officer and director of the Company. Our offices, located at 2683 Via de la Valle, Suite G418, Del Mar, CA 92014, are also the offices of our president and are provided to us free of charge. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES For the year ended February 28, 2013, the total fees charged to the company for audit services were $7,300 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. For the year ended February 29, 2012, the total fees charged to the company for audit services were $7,600 for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. 28 PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- *3(i) Articles of Incorporation *3(ii) Bylaws 31 Sec. 302 Certification of CEO/CFO 32 Sec. 906 Certification of CEO/CFO **101 Interactive data files pursuant to Rule 405 of Regulation S-T ---------- * Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form S-1, SEC File Number 333-150821, at the Securities and Exchange Commission website at www.sec.gov. ** To be filed by amendment. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing Form 10-K and authorized this report to be signed on its behalf by the undersigned, in the city of Del Mar, state of California, on June 13, 2013. Nevada Gold Corp. /s/ Merrill W. Moses ----------------------------------- By: Merrill W. Moses (Principal Executive Officer) In accordance with the requirements of the Securities Act of 1933, this report was signed by the following person in the capacities and date stated. /s/ Merrill Moses June 13, 2013 ---------------------------------------- ------------- Merrill Moses, President & Sole Director Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) 29

Nevada Gold Corp. 10-K