10-Q 1 g7243.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, 2013 Commission file number 000-53724 NEVADA GOLD CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2683 Via de la Valle, Suite G418 Del Mar, CA 92014 (Address of principal executive offices, including zip code) (858) 367-9570 (Telephone number, including area code) Empire Stock Transfer 2470 St. Rose Parkway, Suite 304 Henderson, NV 89074 Telephone (702) 818-5898 Facsimile (702) 974-1444 (Name and Address of Agent for Service) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 53,550,000 shares as of January 21, 2014 ITEM 1. FINANCIAL STATEMENTS The financial statements for the quarter ended November 30, 2013 immediately follow. 2 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Balance Sheet --------------------------------------------------------------------------------

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

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

See Notes to Financial Statements 5 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Notes to Financial Statements November 30, 2013 -------------------------------------------------------------------------------- NOTE 1. BASIS OF PRESENTATION The accompanying unaudited interim financial statements of Nevada Gold Corp. (formerly Massey Exploration Corp. the "Company"), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted. NOTE 2. GOING CONCERN As of November 30, 2013, the Company has not generated revenues and has accumulated losses since inception. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, its ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. NOTE 3. LOANS PAYABLE As of November 30, 2013, the Company owes two unrelated parties a total of $67,563. The first note was for $15,000 forwarded on behalf of the Company as a retainer for legal fees. The note bears interest of 5% per annum and the term expires on February 28, 2014. The second note for $50,000 bears interest at a rate of 10% per annum and has no maturity date. During the quarter ended November 30, 2013 the Company entered into three loan agreements with Richard MacClellan, an unrelated party, for a total of $77,514. The notes for bear interest at a rate of 5% per annum and are payable on demand. NOTE 4. LOAN PAYABLE - RELATED PARTY As of November 30, 2013, $12,251 is owed to Michael Hawitt, a former officer and director, and is non-interest bearing with no specific repayment terms. As of November 30, 2013, $16,480 is owed to Merrill Moses, the current officer and director, and is non-interest bearing with no specific repayment terms. 6 NEVADA GOLD CORP. (FORMERLY MASSEY EXPLORATION CORP.) (An Exploration Stage Company) Notes to Financial Statements November 30, 2013 -------------------------------------------------------------------------------- During the quarter ended November 30, 2013, $3,975 was loaned to the Company by Merrill Moses, the current officer and director, the loan is non-interest bearing with no specific repayment terms. NOTE 5. STOCK TRANSACTIONS On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000 shares of common stock from Michael Hawitt for US $10.00. The transaction results in Mr. Moses holding 24% of the Company's issued and outstanding common stock. On May 23, 2013, in a private transaction, Cort Hooper purchased 6,500,000 shares of common stock from Michael Hawitt for US $10.00. The transaction results in Mr. Hooper holding 12% of the Company's issued and outstanding common stock. The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or 11%, of the Company's issued and outstanding common stock. NOTE 6. PROPERTY OPTION AGREEMENT On September 1, 2013 the Company entered into an Option Agreement with Western States Silver, LLC whereby it acquired the exclusive right to obtain a 100% interest in and to certain mining claims and interests. The Company has the option to acquire a 75% undivided interest in the Option and the Property subject to the terms of the underlying Option Agreement held by Western States Silver, LLC by making property payments and exploration payments in respect to the Property as follows: A property payment of $5,000 on or before 1 October, 2013; and $120,000 in exploration expenditures on or before December 31, 2013; and $240,000 in exploration expenditures on or before December 31, 2014; and $480,000 in exploration expenditures on or before December 31, 2015; and $1,500,000 in exploration expenditures on or before December 31, 2016; and $1,500,000 in exploration expenditures on or before December 31, 2017. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this report and actual results may differ materially from historical results or our predictions of future results. GENERAL We are an exploration stage company with no revenues and a limited operating history. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We conducted exploration on the one property in the company's portfolio during 2008 and 2009. The first phase of the fieldwork program was conducted by the geologist during the period September 27 - October 3, 2008. The program included reconnaissance geological mapping and prospecting and a line of MMI soil sampling. The geologist recommended a follow-up, fill-in MMI soil sampling program to test for the validity of the results. On August 5, 2009 we received his report in which he advised the company that based on the data obtained in the follow-up to phase one he found it hard to recommend further exploration efforts. Based on his recommendation the company abandoned the property. On May 31, 2011, our board of directors approved an agreement and plan of merger to merge into our wholly-owned subsidiary Massey Exploration Corp., a Delaware corporation and to carry out a continuance of our company from the State of Nevada to the State of Delaware. On July 8, 2011, we filed articles of merger with the Nevada Secretary of State to effect the domicile change to the State of Delaware. On July 8, 2011, we filed a certificate of merger with the Delaware Secretary of State to effect the domicile change to the State of Delaware. In conjunction with the domicile change, our board of directors adopted a new certificate of incorporation under the laws of the State of Delaware to increase our authorized number of shares of common stock from 75,000,000 to 125,000,000 shares of common stock, with a par value of $0.001 and to create a class of 30,000,000 preferred shares, with a par value of $0.001. Also in conjunction with the domicile change, our board of directors adopted new bylaws under the laws of the State of Delaware. The bylaws are attached, as Exhibit 3.3, to our current report filed on Form 8-K with the Securities and Exchange Commission on July 13, 2011. These amendments were approved on May 31, 2011 by 51.9% of the holders of our common stock by way of a written consent resolution. Our definitive Schedule 14C, Information Statement, was filed on June 17, 2011. 8 On July 11, 2011, the Financial Industry Regulatory Authority ("FINRA") processed our request to carry out a continuance from the State of Nevada to the State of Delaware. The domicile change has become effective with the Over-the-Counter Bulletin Board at the opening of trading on July 11, 2011 under our current symbol "MSXP". Effective July 20, 2012, Michael Hawitt resigned as president, secretary, treasurer, chief executive officer, chief financial officer and as director of our company. Mr. Hawitt's resignation was not the result of any disagreements with our company regarding our operations, policies, practices or otherwise. Concurrently with Mr. Hawitt's resignation, we appointed Merrill W. Moses as president, secretary, treasurer, chief executive officer, chief financial officer and as director of our company, effective July 20, 2012. In addition, we also appointed Charles C. Hooper as vice president of our company. Also effective July 20, 2012, we increased the number of directors on our board of directors to two (2) and appointed Charles C. Hooper as a member to our company's board of directors. On July 23, 2012, the Delaware Secretary of State accepted for filing of a Certificate of Amendment to our Certificate of Incorporation to change our name from Massey Exploration Corp. to Nevada Gold Corp. and to effect a forward split of our issued and outstanding shares of common stock on the basis of 8.5 new for one (1) old, effective July 27, 2012. As a result, our issued and outstanding shares of common stock will increase from 6,300,000 to 53,550,000 shares of common stock, par value of $0.001. Our authorized share capital will remain the same. The Certificate of Amendment is as Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on July 26, 2012. The name change and the forward split were approved on June 27, 2012 by our board of directors and 51.5% of the holders of our common stock by way of a written consent resolution. Effective July 27, 2012, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), we changed our name from Massey Exploration Corp. to Nevada Gold Corp. and effected a forward split of our issued and outstanding shares of common stock on a 8.5 new for one (1) old basis, such that, our issued and outstanding shares of common stock increased from 6,300,000 to 53,550,000 shares of common stock, par value of $0.001. Our authorized capital remains at 75,000,000 common shares of common stock, par value of $0.001. The name change and forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on July 27, 2012. A new symbol, NVGC, was issued by FINRA. On August 8, 2012, Nevada Gold Corp. entered into an option agreement with Development Resources LLC, a Utah LLC, wherein we wish to acquire an interest in four sections (2,560 acres), consisting of approximately 120 BLM mineral lease claims from Development Resources for the purpose of exploration for gold, silver and other mineralization deposits known as the "Long Canyon Trent Property. In 2013 the Company elected not to proceed with the Long Canyon Trend property at this time, and allowed the option agreement to lapse in accordance with its terms. We are still interested in the Long Canyon Trend; however we feel our focus and resources are better served on a new project, the Diamond Jim project, at the present time. 9 On May 23, 2013, in a private transaction, Merrill Moses purchased 13,000,000 shares of common stock from Michael Hawitt, a former officer and director, for US $10.00. The transaction results in Mr. Moses holding 24% of the Company's issued and outstanding common stock. On May 23, 2013, in a private transaction, Charles C. Hooper purchased 6,500,000 shares of common stock from Michael Hawitt, a former officer and director, for US $10.00. The transaction results in Mr. Hooper holding 12% of the Company's issued and outstanding common stock. The transactions noted above resulted in Mr. Hawitt holding 6,000,000 shares, or 11%, of the Company's issued and outstanding common stock. On September 1, 2013 the Company entered into an Option Agreement with Western States Silver, LLC whereby it acquired the exclusive right to obtain a 100% interest in and to certain mining claims and interests. The Company has the option to acquire a 75% undivided interest in the Option and the Property subject to the terms of the underlying Option Agreement held by Western States Silver, LLC by making property payments and exploration payments in respect to the Property as follows: A property payment of $5,000 on or before 1 October, 2013; and $120,000 in exploration expenditures on or before December 31, 2013; and $240,000 in exploration expenditures on or before December 31, 2014; and $480,000 in exploration expenditures on or before December 31, 2015; and $1,500,000 in exploration expenditures on or before December 31, 2016; and $1,500,000 in exploration expenditures on or before December 31, 2017. The Diamond Jim Property is located in the Island Mountain Mining District of northern Elko County, Nevada. Access is by Nevada state highway 225 north from Elko then east on the county-maintained Gold Creek road (USFA road #745) for a total distance of approximately 63 miles from Elko. The property is detailed in the Rosebud Mountain quadrangle (section 34 of Township 45 north and Range 56 east). The mean elevation of the property is approximately 7,800 feet (2,400 meters) above sea level. The 33 lode claims that comprise the Diamond Jim Property are held in good standing and an additional 20 contiguous claims have been staked to cover favorable geology, immediately to the north, bringing the total claim size to 53 claims. Silver-copper-antimony bearing quartz veins were first discovered on the Diamond Jim Property in 1869. Serious production started in 1954 and was relatively steady through the 1970's with sporadic production continuing through 1985. The recorded production from the Diamond Jim Mine is; 23,108 ounces of silver, 335,870 pounds of lead, 24,311 pounds of zinc, 2,200 pounds of copper and 28 ounces of gold. The reported production between 1966 and 1967 was 347.3 wet tons averaging 19.9 oz/t silver, 15.9% lead, 3.5% zinc, 0.035 oz/t gold and 0.30% copper. This was increased for a fifteen month period from 1979 - 1981 when the 10 production was reported as 353 dry tons averaging 39.08 oz/.t silver, 28.82% lead, 0.93% zinc, 0.05 oz/t gold and 0.11% copper. Numerous exploration companies have held the rights to the Diamond Jim Property as part of a larger claim block between 1981 and 2006. However, little work has been done on this property with the vast majority of the exploration efforts being directed at the gold potential to the southeast and southwest. In 1985 Columbus Mines Inc. drilled ten holes totaling 1,585 feet (483 meters) of reverse-circulation. With this drilling, they defined a bulk-tonnage resource of 4.25 million tons averaging 2 oz/t silver. It must be noted here, that this drilling was both shallow (90 to 310 feet) and vertical; two factors that we believe may not have properly fully tested the mineral potential. Initial geological mapping by Goodsprings Development Corp. (GDC) in 2006 extended the silicified mineralizing structure for at least 6,800 feet (2073 meters). Based on this mapping, GDC applied for, and was granted, drilling permits to test the extension of the mineralization. Unfortunately, the drilling program was never initiated and this target remains untested. The regional geology of the Diamond Jim Property area is summarized by predominantly metamorphosed Paleozoic-aged clastic and calcareous sediments that have been intruded locally by Cretaceous-aged granitic rocks. These units are both covered and surrounded by Cenozoic-aged volcanic and volcaniclastic rocks. The Paleozoic sedimentary units have been complexly faulted into a series of imbricate thrust sheets. These have then in turn been broken and displaced by northeast, north, and northwest trending high-angle extensional faults. This region lies along the northern flank of the Midas Trough Metallogenic Trend which is a part of the crustal-scale Humboldt Structural Zone. This structural zone comprises a series of northeast-trending lateral and extensional faults. The Midas Trough is one of Nevada's most prolific mineral belts. Midas - Ken Snyder and Jarbidge are both among those districts located along the northern edge of the trough, while Ivanhoe and Jerritt Canyon are among those located along the southern edge. The Island Mountain Mining District, which hosts the Diamond Jim Property, is comprised of two major tectonically-bounded stratigraphic sequences. The lower sequence is an autochthon comprised of three different steeply-dipping units. This is overlain by an allochthon consisting of a "chaotic assemblage of imbricate thrust plates" (Columbus Mines Inc. internal report, 1985). This has in turn then been broken and displaced by northeasterly, northerly, and northwesterly trending high-angle extensional faulting. There are several Cretaceous-aged granitic plutons that intrude the above mentioned sedimentary and metamorphic packages within this district. The largest of these is the Coffeepot Stock which is located several miles north of the Diamond Jim Property. There are several occurrences of skarn-type mineralization associated with the contact metamorphism to the south of this stock. This skarn-type alteration, along with the wide variety of mineralization and alteration within the area, implies a possible systematic district-scale zonation that may grade outward from the stock into the lower temperature types of alteration that is associated with the silver-lead-zinc mineralization that occurs at the Diamond Jim Property. Locally, the Diamond Jim Property is situated in an area of structurally and stratigraphically controlled silver-lead mineralization hosted predominantly in the phyllite. This area is very structurally complex and poorly understood. The 11 main structure is a northeast trending strongly silicified and brecciated vein that dips steeply to the west. Initial mapping indicates that this structure has a strike length of a least 6800 feet (2073 m). The high-grade epithermal mineralization is reported to be predominantly along imbricate thrust faults that occur at right angles to the main contact vein. That is, northeast striking with dips of 20 to 30 degree to the southeast. The silver mineralization occurs as argentiferous galena, sphalerite and tennantite as cavity filling, minor replacement pockets, stringers and replacement lenses. Although there has been some minimal and sporadic exploration of the Diamond Jim Property, it is evident that the majority of the modern exploration efforts in the area have been focused on the more gold-rich areas to the southeast and southwest, much to the detriment of this property. With the reported historical production and grades, the more recent high-grade assay values (up to 19.1 oz/t silver and 14.04% lead over a 3.7 foot interval), along with the numerous other wide-spread high-grade and anomalous intercepts, and extensive (6,800 foot strike length) silicified and brecciated structure, it is believed that the over-thrust zone and the related veins are widely mineralized and may host a sizable narrow high-grade silver deposit. Evidence also suggests that a smaller scale bulk-tonnage open pittable silver deposit may also exist on the Diamond Jim Property. Recently the Company has commenced a phase one exploration program on the property consisting of prospecting, sampling and claim staking. The Company has made application to the Forest Service for permission to open up the underground workings for geological mapping and sampling. In the months ahead, weather permitting, the Company intends to conduct ground geophysical surveys and geochemical sampling to be followed by drilling. RESULTS OF OPERATIONS We are still in our exploration stage and have not generated any revenue. We incurred operating expenses of $37953 and $5,853 for the three months ended November 30, 2013 and 2012, respectively. We incurred operating expenses of $42,313 and $67,151 for the nine months ended November 30, 2013 and 2012, respectively. These expenses consisted of general operating expenses incurred in connection with the day to day operation of our business and in 2012 $47,400 in property expenditures. Our net loss from inception (January 22, 2007) through November 30299,686, 2013 was $261,733. On November 14, 2007, the Company issued a total of 1,000,000 shares of common stock to its director at the time, Michael Hawitt, for cash in the amount of $0.004 per share for a total of $4,000. On January 30, 2008, the Company issued a total of 2,000,000 shares of common stock at $0.004 per share to Mr. Hawitt in exchange for an invoice paid on behalf of the Company in the amount of $8,000. On December 16, 2008 the Company completed its "all or nothing" offering. Subscription agreements totaling 3,300,000 shares of common stock at $.02 per share, or $66,000 were received from 34 unrelated investors. The following table provides selected financial data about our company for the period ended November 30, 2013 and the year ended February 28, 2013. 12 Balance Sheet Data: 11/30/13 2/28/13 ------------------- -------- ------- Cash $ 5,180 $ 254 Total assets $ 3,852,880 $ 254 Total liabilities $ 4,074,566 $ 179,627 Shareholders' equity $ (183,733) $ (179,373) GOING CONCERN Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital beyond our exploration stage and ultimately to generate profitable operations. LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at November 30, 2013 was $5,180 with $4,074,566 in outstanding liabilities. Management believes our current cash resources are not sufficient to fund operations for the next twelve months. If we experience a shortage of funds prior to funding we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for filing and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. PLAN OF OPERATION Our plan of operation for the next twelve months is to carry out exploration on the new leased property. Total expenditures over the next 12 months are currently expected to be approximately $250,000. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, as of the last day of the period covered by this report, November 30, 2013. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, 13 without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of November 30, 2013, our disclosure controls and procedures were effective at a reasonable assurance level. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting during the period ended November 30, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 14 PART II. OTHER INFORMATION ITEM 6. EXHIBITS Incorporated by Exhibit No. Exhibit Reference or Filed Herewith ----------- ------- --------------------------- 3.1 Articles of Incorporation Incorporated by reference to the Form 8-K filed with the SEC on July 26, 2012, File No. 000-53724 3.2 Bylaws Incorporated by reference to the Form 8-K filed with the SEC on July 13, 2011, File No. 000-53724 31.1 Section 302 Certification of Filed herewith Chief Executive Officer 31.2 Section 302 Certification of Filed herewith Chief Financial Officer 32 Section 906 Certification of Filed herewith Chief Executive Officer and Chief Financial Officer 101 Interactive data files pursuant Filed herewith to Rule 405 of Regulation S-T. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. January 21, 2014 Nevada Gold Corp. /s/ Merrill W. Moses --------------------------------------------------- By: Merrill W. Moses (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Director) /s/ Charles C. Hooper --------------------------------------------------- By: Charles C. Hooper (Director) 15

Nevada Gold Corp. 10-Q