Each one in plain English, with the numbers worked through for a shareholder.
26 Mar 2019registration revoked▼ BadMajor
Nearly five years after its last periodic filing, the SEC formally revoked Nevada Gold Corp.'s stock registration under Section 12(j) for repeatedly failing to file required reports, effective March 26, 2019 - a default judgment issued alongside two unrelated shells, JuQun, Inc. and Nexus Data Technologies Corporation.
A combined 8-K disclosed three things at once: the Diamond Jim option already announced; that the August 2012 Development Resources LLC option on the Long Canyon claims had formally lapsed after Nevada Gold missed its $125,000 payment deadline, leaving the March 2013 National Energy Development LLC option as the live claim on that ground; and that on May 23, 2013 CEO Merrill Moses and VP Charles Hooper had each personally bought a large stock block (13,000,000 and 6,500,000 shares respectively) from outgoing founder Michael Hawitt for just $10 apiece, taking Moses to about 24% and Hooper to about 12% ownership. The company also declared itself no longer a 'shell company' given its new exploration activity.
Nevada Gold entered a third mineral-property deal, an option with Western States Silver, LLC to acquire a 75% interest in the historic, previously-producing Diamond Jim silver-lead-gold mine (35 claims) in Elko County, Nevada, requiring only a $5,000 initial payment but escalating work commitments up to $1.25 million by the fourth year.
FY2013's 10-K showed total assets down to just $254 and a $72,007 net loss for the year (cumulative $257,373) - a near-empty shell now dependent entirely on its unproven Long Canyon option to justify its 'Nevada Gold' name.
Nevada Gold separately optioned the same Long Canyon claim area through a new counterparty, National Energy Development LLC, on cheaper initial terms (staged payments toward the same $125,000 plus 3,000,000 shares) - a later filing would clarify the original Development Resources LLC agreement was still outstanding and unpaid at this point.
Nevada Gold signed an option agreement with Development Resources LLC to earn a 51% interest in 2,560 acres (120 BLM mineral lease claims) in the Long Canyon Gold Trend of northeast Nevada, requiring $125,000 cash plus 3,000,000 shares to fully exercise, alongside a one-year option on an adjoining, similarly sized block - the company's first real gold property under its new name.
FINRA cleared the name change and forward split; effective July 27, 2012 Massey Exploration Corp. officially became Nevada Gold Corp. and its 53,550,000 post-split shares began trading under a new symbol.
New management renamed the company from Massey Exploration Corp. to Nevada Gold Corp. and carried out an 8.5-for-1 forward stock split, taking shares outstanding from 6,300,000 to 53,550,000 - approved by 51.5% shareholder consent and pending FINRA clearance.
20 July 2012director officer appointment● NeutralMajor
Founding officer/director Michael Hawitt resigned all his roles (president, CEO, CFO, secretary, treasurer, director) with no stated disagreement, replaced by Merrill W. Moses - a veteran with real oil/gas company experience (founder of Intercontinental Oil & Research, board member of TSX Venture-listed Goldnev Resource) - as CEO/president/director, alongside new VP/director Charles C. Hooper.
FY2012's 10-K revealed a much sharper deterioration: net loss jumped to $129,381 for the year (from $17,753) as accounts payable climbed $84,469, leaving just $365 in total assets by year-end - the company was effectively out of cash.
Massey Exploration reincorporated from Nevada to Delaware via a merger into a newly formed Delaware subsidiary, adopting new bylaws, raising authorized common stock from 75 million to 125 million shares, and creating a new 30-million-share preferred stock class - changes approved by 51.9% shareholder consent and effective on the OTC Bulletin Board July 11, 2011.
FY2011's 10-K showed the same pattern continuing - a $17,753 net loss for the year (cumulative $55,985) - but cash had fallen to $8,785, prompting management to doubt for the first time that its cash was sufficient to cover the next twelve months.